Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 18, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38252 | ||
Entity Registrant Name | Spark Networks SE | ||
Entity Incorporation, State or Country Code | 2M | ||
Entity Address, Address Line One | Kohlfurter Straße 41/43 | ||
Entity Address, City or Town | Berlin | ||
Entity Address, Country | DE | ||
Entity Address, Postal Zip Code | 10999 | ||
Country Region | +49 | ||
City Area Code | 30 | ||
Local Phone Number | 868000 | ||
Trading Symbol | LOV | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 83.8 | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,605,689 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001705338 | ||
Entity Ex Transition Period | false | ||
American Depository Share (ADS) | |||
Document Information [Line Items] | |||
Title of 12(b) Security | American Depository Shares each representing one-tenth of an ordinary share | ||
Security Exchange Name | NYSE | ||
Ordinary Shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, €1.00 nominal value per share* | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 19,267 | $ 17,207 |
Accounts receivable, net of allowance of $93 and $290, respectively | 5,507 | 6,474 |
Prepaid expenses | 4,366 | 3,563 |
Other current assets | 2,140 | 1,466 |
Total current assets | 31,280 | 28,710 |
Property and equipment, net | 11,418 | 10,311 |
Goodwill | 156,582 | 199,238 |
Net Carrying Amount | 58,999 | 74,780 |
Deferred tax assets | 23,522 | 25,476 |
Other assets | 8,642 | 10,356 |
Total assets | 290,443 | 348,871 |
Current liabilities: | ||
Current portion of long-term debt | 19,037 | 15,336 |
Accounts payable | 11,127 | 18,941 |
Deferred revenue | 38,304 | 36,877 |
Accrued expenses and other current liabilities | 28,429 | 34,980 |
Total current liabilities | 96,897 | 106,134 |
Long-term debt, net of current portion | 80,109 | 92,329 |
Deferred tax liabilities | 993 | 276 |
Other liabilities | 17,541 | 8,946 |
Total liabilities | 195,540 | 207,685 |
Commitments and contingencies (Note 10) | ||
Shareholders' Equity: | ||
Common stock, €1.00 nominal value; 2,661,386 shares issued as of December 31, 2020 and 2019; 2,605,689 shares outstanding as of December 31, 2020 and 2019 | 3,064 | 3,064 |
Treasury stock, at nominal value; 55,697 shares as of December 31, 2020 and 2019 | (61) | (61) |
Additional paid-in capital | 220,852 | 216,072 |
Accumulated deficit | (132,248) | (85,640) |
Accumulated other comprehensive income | 3,296 | 7,751 |
Total shareholders' equity | 94,903 | 141,186 |
Total liabilities and shareholders' equity | $ 290,443 | $ 348,871 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Current assets: | ||
Accounts receivable, allowance | $ | $ 93 | $ 290 |
Shareholders' Equity: | ||
Common stock, issued (in shares) | 2,661,386 | 2,661,386 |
Common stock, outstanding (in shares) | 2,605,689 | 2,605,689 |
Treasury stock, shares (in shares) | 55,697 | 55,697 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 233,036 | $ 170,859 |
Operating costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 142,459 | 115,253 |
Sales and marketing expenses | 4,193 | 5,741 |
Customer service expenses | 7,356 | 7,475 |
Technical operations and development expenses | 16,280 | 16,776 |
General and administrative expenses | 35,307 | 27,790 |
Depreciation and amortization | 9,384 | 6,584 |
Impairment of intangible assets and goodwill | 51,236 | 20,301 |
Total operating costs and expenses | 266,215 | 199,920 |
Operating loss | (33,179) | (29,061) |
Other income (expense): | ||
Interest income | 74 | 175 |
Interest expense | (13,355) | (7,574) |
Gain (loss) on foreign currency transactions | 3,771 | (2,400) |
Other income (expense) | 1,070 | 330 |
Total other expense | (8,440) | (9,469) |
Loss before income taxes | (41,619) | (38,530) |
Income tax (expense) benefit | (4,989) | 3,617 |
Net loss | (46,608) | (34,913) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (4,455) | 2,163 |
Comprehensive loss | $ (51,063) | $ (32,750) |
Loss per share: | ||
Basic earnings (loss) per share (in USD per share) | $ (17.89) | $ (17.67) |
Diluted earnings (loss) per share (in USD per share) | $ (17.89) | $ (17.67) |
Weighted average shares outstanding: | ||
Basic (in shares) | 2,605,689 | 1,975,548 |
Diluted (in shares) | 2,605,689 | 1,975,548 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning of period (in shares) at Dec. 31, 2018 | 1,316,867 | (18,070) | ||||
Beginning of period at Dec. 31, 2018 | $ 18,780 | $ 1,539 | $ (18) | $ 62,398 | $ (50,727) | $ 5,588 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock as merger consideration (net of transaction costs of $656) (in shares) | 1,298,000 | |||||
Issuance of common stock as merger consideration (net of transaction costs of $656) | 152,639 | $ 1,473 | 151,166 | |||
Issuance of new shares under employee plans (net of transaction costs of $23) (in shares) | 46,519 | (37,627) | ||||
Issuance of new shares under employee plans (net of transaction costs of $23) | 401 | $ 52 | $ (43) | 392 | ||
Cash settlement of stock-based awards | (513) | (513) | ||||
Stock-based compensation | 2,629 | 2,629 | ||||
Net loss | (34,913) | (34,913) | ||||
Foreign currency translation adjustment | $ 2,163 | 2,163 | ||||
End of period (in shares) at Dec. 31, 2019 | 2,605,689 | 2,661,386 | (55,697) | |||
End of period at Dec. 31, 2019 | $ 141,186 | $ 3,064 | $ (61) | 216,072 | (85,640) | 7,751 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 4,780 | 4,780 | ||||
Net loss | (46,608) | (46,608) | ||||
Foreign currency translation adjustment | $ (4,455) | (4,455) | ||||
End of period (in shares) at Dec. 31, 2020 | 2,605,689 | 2,661,386 | (55,697) | |||
End of period at Dec. 31, 2020 | $ 94,903 | $ 3,064 | $ (61) | $ 220,852 | $ (132,248) | $ 3,296 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock as merger consideration, transaction costs | $ 656 |
Payments of transaction costs | $ 23 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net cash provided by operating activities | ||
Net loss | $ (46,608) | $ (34,913) |
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 9,384 | 6,584 |
Impairment of intangible assets and goodwill | 51,236 | 20,301 |
Loss on tangible and intangible assets | 341 | 0 |
Unrealized (gain) loss on foreign currency transactions | (2,921) | 1,402 |
Stock-based compensation expense | 4,780 | 2,629 |
Amortization of debt issuance costs and accretion of debt discounts | 3,874 | 1,818 |
Deferred tax expense (benefit) | 3,530 | (5,351) |
Provision for credit losses | 307 | 130 |
Non-cash lease expense | 1,936 | 1,194 |
Change in operating assets and liabilities: | ||
Accounts receivable | 855 | 3,915 |
Prepaid expenses and other current assets | 192 | 2,213 |
Other assets | (138) | 33 |
Accounts payable, accrued expenses, and other current liabilities | (5,755) | 1,375 |
Other liabilities | (1,743) | 98 |
Deferred revenue | (320) | 7,121 |
Net cash provided by operating activities | 18,950 | 8,549 |
Net cash used in investing activities | ||
Capital expenditures | (2,734) | (4,448) |
Acquisitions of businesses, net of cash acquired | (513) | (89,976) |
Net cash used in investing activities | (3,247) | (94,424) |
Net cash (used in) provided by financing activities | ||
Proceeds from stock option exercises | 0 | 428 |
Proceeds from bank loans, net of issuance costs | 4,634 | 110,398 |
Repayment of bank loans | (15,311) | (19,511) |
Payments directly related to loan facility | 0 | (62) |
Cash paid for settlement of stock-based compensation | 0 | (504) |
Repurchase of options | 0 | (3) |
Net cash (used in) provided by financing activities | (10,677) | 90,746 |
Net change in cash and cash equivalents | 5,026 | 4,871 |
Effects of exchange rate fluctuations on cash and cash equivalents and restricted cash | (1,366) | (117) |
Net increase in cash and cash equivalents and restricted cash | 3,660 | 4,754 |
Cash and cash equivalents and restricted cash at beginning of period | 17,457 | 12,703 |
Cash and cash equivalents and restricted cash at end of period | 21,117 | 17,457 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 10,572 | 6,367 |
Cash paid for income taxes | $ 779 | $ 780 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business Spark Networks SE (“Spark Networks” or "the Company”) is domiciled in Germany and is a leading global operator of premium online dating sites and mobile applications. The Company targets the 40+ age demographic and religious minded singles looking for serious relationships in North America and other international markets. The Company operates a portfolio of premium and freemium brands including Zoosk, EliteSingles, SilverSingles, Christian Mingle, Jdate and JSwipe, among others. The Company’s brands are tailored to quality dating with real users looking for love and companionship in a safe and comfortable environment. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The consolidated financial statements include the accounts of the parent company and all of its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates and assumptions are required in the determination of: revenue reserves, deferred tax asset valuation allowances, unrecognized tax benefits, accounting for business combinations, classification and measurement of virtual stock option plans, and annual impairment testing of goodwill and indefinite-lived intangible assets. The Company evaluates its estimates and judgements on an ongoing basis based on historical experience, expectations of future events and various other factors that we believe to be reasonable under the circumstances and revises them when necessary. Actual results may differ from the original or revised estimates. Revenue Recognition The Company generates revenue primarily from users in the form of recurring subscriptions. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company enters into contracts with customers that include promises to provide subscription services with enhanced access to our dating platforms. Revenue is recognized when the promised services are provided to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Subscription revenue is presented net of refunds and credit card chargebacks. Sales and value-added-taxes collected from customers and remitted to governmental authorities are not included in revenue and are reflected as a liability on the balance sheet. Subscribers pay in advance, primarily by credit card or through mobile app stores. The Company records deferred revenue when cash payments are received in advance of satisfying its performance obligations. Enhanced access to dating platforms represents a series of distinct services as the Company continually provides enhanced access over the subscription term and represents a single performance obligation that is satisfied over time. Revenue is recognized using the straight-line method over the terms of the applicable subscription period, which primarily range from one to twelve months. The Company applies the practical expedient for contracts with duration of one year or less and therefore does not consider the effects of the time value of money. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfillment of the promise, has latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, for revenue earned through certain mobile applications, including iOS and Android, the Company recognizes subscription revenue gross of the application processing fees primarily because the Company is the principal and has the contractual right to determine the price paid by the subscriber. The Company records the related application processing fees as cost of revenue, exclusive of depreciation and amortization, in the period incurred. Revenue is also earned from virtual currency and advertising. The Company began recognizing virtual currency revenue following the acquisition of Zoosk in July 2019. Virtual currency may be redeemed by members and subscribers for certain premium features, delivery confirmation of messages, and virtual gifts. Virtual currency is paid upfront and is initially recorded as deferred revenue, and the Company records virtual currency revenue as it is redeemed. Unredeemed virtual currency is recognized into revenue if a user account is inactive for more than two years. Advertising revenues are derived primarily from sponsored links and display advertisements and is recognized when the ad is displayed, based on the number of clicks. Advertising and virtual currency revenues were each less than 2.0% of total revenues for all periods presented. Cost of Revenue, exclusive of depreciation and amortization Cost of revenue, exclusive of depreciation and amortization, consists primarily of direct marketing advertising expenses, compensation and other employee-related costs for personnel dedicated to maintaining the Company's data centers, data center expenses, credit card fees and mobile application processing fees. The Company incurs direct marketing advertising expenses in order to generate traffic to its websites and mobile applications. Direct marketing advertising expenses are directly attributable to the revenue the Company receives from its subscribers and consist of both online and offline marketing, particularly television and out-of-home advertising. Direct marketing advertising expenses are recognized as incurred and totaled $115.1 million and $95.6 million for years ended December 31, 2020 and 2019, respectively. Foreign Exchange Financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. All assets and liabilities denominated in foreign currencies are translated into the U.S dollar using the exchange rate in effect at the reporting date. Revenue and expenses are translated using average exchange rates during the period. Foreign currency translation adjustments are reflected in shareholders' equity as a component of other comprehensive income (loss). Transaction gains and losses including intercompany balances denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. Defined Contribution Plan The Company maintains a 401(k) savings plan covering all U.S. employees. Participating employees may contribute a portion of their salary into the saving plan, subject to certain limitations. The Company matches 100.0% of each employee's contributions, up to a maximum of 4.0% of the employee's eligible earnings. For years ended December 31, 2020 and 2019, the Company's matching contribution expense totaled $0.4 million and $0.2 million, respectively. Stock-based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period (generally the vesting period). The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The Company recognizes compensation expense on a straight-line basis from the beginning of the service period. For awards with graded-vesting features, each vesting tranche is separately expensed over the related vesting period. The Company estimates the fair value of each virtual stock option grant using a binomial option-pricing model, which considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Because the Company's stock options have certain characteristics that are significantly different from traded options, the binomial model provides a better measure of the fair value of the Company's virtual stock options. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of our stock price and other factors. The risk-free rate is derived from the U.S Treasury yield curve in effect at the time of grant. The binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data and considers the expected exercise multiple which is the multiple of exercise price to grant price. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. Income Taxes Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The benefit of a tax position is recognized if it is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Interest Expense Interest expense primarily includes interest for the Company's long-term debt obligation and the amortization of deferred issuance costs and original issue discounts on debt. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and the restricted cash primarily represents the net cash proceeds of the loan commitment that were deposited into the reserve account. See Note 9—Long-term Debt for additional information. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total amounts shown in the Consolidated Statements of Cash Flows: December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 19,267 $ 17,207 Restricted cash included in prepaid expenses and other current assets 1,850 250 Total cash and cash equivalents and restricted cash as shown on the consolidated statement of cash flows $ 21,117 $ 17,457 Accounts Receivable, net Accounts receivable is primarily comprised of credit card payments for subscription fees, pending collection from the credit card processors. The Company recognizes current estimated credit losses for accounts receivable, net. The allowance for credit losses reflects the Company's current estimate of credit losses expected to be incurred for an estimated amount of receivables that will not be collected. The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the historical losses. Historically, the Company has not experienced significant credit losses. The Company also monitors other risk factors and forward-looking information, such as country specific risks and default rates across bank cards in establishing and adjusting its allowance for credit losses. Accounts receivable are written off after all collection efforts have ceased. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and receivables from credit card processors. The Company reduces credit risk by placing its cash with major financial institutions with high credit ratings. At times, to the extent eligible, such amounts may exceed federally insured limits. In addition, receivables from payment processors settle relatively quickly, and the Company has not experienced historical experience of losses. Management monitors the creditworthiness of payment processors closely. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and identifiable intangible assets acquired based on their estimated fair values determined as of the acquisition date. Estimated fair value represents the estimated price that would be paid by a third-party market participant. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company's Consolidated Financial Statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, including estimates of future revenues and adjusted earnings before interest and taxes, and discount rates. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding adjustment to goodwill to the extent the Company identifies an adjustment to the preliminary purchase allocation. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Consolidated Statements of Operations and Comprehensive Loss. Acquisition-related expenses incurred by the Company in a business combination are accounted for as an expense in the period in which the costs are incurred. Segment Reporting Segments are reflective of how the chief operating decision maker (“CODM”) reviews operating results for the purpose of allocating resources and assessing performance. The Company considers a combination of factors when evaluating the composition of its operating segments, including the results regularly reviewed by the CODM, economic characteristics, services offered, classes of customers, distribution channels, geographic and regulatory environment considerations. As the result of the acquisition of Zoosk and the change in management team, the Company has realigned the segment presentation to reflect its organizational changes. During the third quarter of fiscal 2020, the Company changed how the CODM assesses performance and allocates resources. Based on this change, the Company determined it has two operating segments, Zoosk and Spark, which share similar economic and other qualitative characteristics, are aggregated together as one reportable segment. The Company recast prior comparative period to conform to the current period segment presentation. Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill and indefinite-lived intangible assets resulted from business combinations in previous years. Goodwill and indefinite-lived intangible assets are not amortized but are subject to annual impairment testing. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill or indefinite-lived intangible assets may be impaired. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. Effective first quarter of 2019, the Company adopted Accounting Standard Update 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04") , which eliminates the two-step impairment test. Under ASU 2017-04, goodwill impairment should be recognized for the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the asset acquired, net of liabilities assumed. The impairment tests for goodwill are conducted at the reporting unit level, which is defined as an operating segment or one level below an operating segment, for which discrete financial information is regularly reviewed by the segment manager. For the year ended December 31, 2020, the Company has two reporting units. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative assessment for impairment is required. The Company may elect not to perform the qualitative assessment for some or all reporting units. The fair value of the reporting units is determined using an income approach based on discounted cash flow ("DCF") model. The fair value is estimated based upon a complex series of judgements about future events and uncertainties and rely heavily on estimates and assumptions at a point in time. The DCF model incorporates a number of reporting unit specific market participant assumptions including future revenue growth rates and operating margins. The discount rates represent the weighted average cost of capital measuring the reporting unit's cost of debt and equity financing, which are weighted by the percentage of debt and percentage of equity in a company's target capital structure. The discount rates applied also include adjustments to reflect management's assessment of a market participant's view concerning other risks associated with the projected cash flows of the individual reporting units. We validate our estimates of fair value determined using the income approach by considering the implied control premium to determine if the estimated enterprise value is appropriate compared to external market indicators. For the years ended December 31, 2020 and 2019, the Company performed the quantitative analysis for goodwill. Indefinite-Lived Intangible Assets Indefinite-lived intangible asset consists of acquired trade names, which are expected to contribute to cash flows indefinitely. Similar to the goodwill impairment test, the Company may first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company chooses to bypass the qualitative assessment, or if the qualitative assessment indicates that the indefinite-lived intangible asset is more likely than not impaired, a quantitative impairment test must be performed. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss is recognized in an amount equal to the difference. The Company estimates the fair value using an income approach, specifically the relief-from-royalty method, based on the present value of future cash flows. Significant assumptions under the relief-from-royalty method include the royalty rate, projected sales and the discount rate applied to the estimated cash flows. For the year ended December 31, 2020, the Company performed the quantitative analysis for the Zoosk indefinite-lived intangible assets, while performing a qualitative analysis for all other indefinite-lived intangible assets. For the year ended December 31, 2019, the Company performed the quantitative analysis for all indefinite-lived intangible assets. Long-lived Assets Property and Equipment, net Property and equipment is stated at cost. Depreciation and amortization begin at the time the asset is placed into service and are recognized using the straight-line method over the following estimated useful lives as follows: • Office and other equipment: 3 - 5 years • Leasehold improvements: the shorter of the lease term or 5 years Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the Consolidated Statements of Operations and Comprehensive Loss. Internal-Use Software Development Costs The Company capitalizes certain internal-use software development costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. Capitalized internal-use software costs less accumulated amortization are included in Property and equipment, net within the Consolidated Balance Sheets. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the internal use software, which range from 3 to 6 years. Additions and improvements that increase the value or extend the life of an asset are capitalized. For property and equipment and internal-use software development costs, depreciation and amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Definite-lived Intangible Assets The Company's definite-lived intangible assets is primarily attributed to business combinations in previous years. Intangible assets with definite lives are amortized using the straight-line method over their estimated lives. The estimated lives of intangible assets for current and comparative periods are as follows: • Licenses and domains: 2 - 5 years • Brands and trademarks: 10 - 20 years • Other intangible assets: 1 - 6 years Impairment of Long-Lived Assets Long-lived assets, which consist of right-of-use assets, property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed on a straight-line basis. Leases The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019, using a modified retrospective approach utilizing transition guidance introduced in ASU No. 2018-11, Leases: Targeted Improvements. The Company elected the 'package of practical expedients' permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The Company also elected to continue to recognize lease payments related to short-term leases as an expense on a straight-line basis over the lease term. Upon adoption, the Company recognized right-of-use assets and lease obligations on the Consolidated Balance Sheets for its operating leases of $4.5 million and $4.7 million, respectively. The new standard did not materially impact our consolidated net income or cash flows. The Company leases office space in multiple locations under non-cancelable operating lease agreements. Operating right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represents the Company's obligation to make lease payments arising from the lease, both of which are recognized based on the present value of future minimum lease payments over the lease term at the commencement date, increased for any prepaid lease costs and reduced by any lease incentives. Leases with a lease term of 12 months or less at inception are not recorded within the Consolidated Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Statements of Operations and Comprehensive Loss. The lease payments are discounted at the Company's incremental borrowing rate as the implicit rate in the lease is not readily determinable for most of the Company's leases, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company elected to combine lease and non-lease components on all new or modified leases agreements, which are recognized on a straight-line basis over the term of the lease. For contractual obligations related to the sublease of office space where the Company remains the primary obligor upon assignment of the lease and does not obtain a release from the lessor, the Company continues to recognize rent expense and operating lease assets and liabilities for the head lease on its Consolidated Balance Sheets. The related lease obligation to the lessor is presented separately from the sublease created by the lease assignment to the sublessee. The Company accounts for the head lease based on the original assessment at inception and determines if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the right-of-use asset is assessed for impairment. The Company's sublease is an operating lease and the Company recognizes sublease income on a straight-line basis over the sublease term. Fair Value Measurements Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1— Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2— Other inputs that are directly or indirectly observable in the marketplace for similar assets or liabilities. • Level 3— Unobservable inputs which are supported by little or no market activity. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company's material financial instruments consist primarily of cash, accounts receivable, long-term debt, accounts payable and accrued expenses. The fair value of long-term debt was determined using observable inputs (Level 2). The carrying values of the Company's accounts receivable, accounts payable and accrued expenses approximated fair values at December 31, 2020 and 2019, due to the short period of time to maturity or repayment. The Company's non-financial assets, such as goodwill, intangible assets, right-of-use assets and property and equipment are adjusted to fair value when an impairment is recognized. Contingencies The Company accrues for contingencies when the obligation is probable, and the amount can be reasonably estimated. As facts concerning contingencies become known, the Company reassesses its position and makes appropriate adjustments to the consolidated financial statements. Significant judgement is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based on new information and future events. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standard Board ("FASB") issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard is effective for fiscal years beginning after December 15, 2019 on a prospective or retrospective basis, with early adoption permitted. The Company adopted the standard in the first quarter of 2020 using a prospective method. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will become effective for the fiscal year beginning on January 1, 2021. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries will be applied on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income will be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Other amendments will be applied on a prospective basis. The Company will adopt this standard in the first quarter of 2021 and does not expect the adoption to have a material impact to the financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Note 2. Business Combinations On March 21, 2019, the Company entered into a merger agreement (the "Merger Agreement") with Zoosk, Inc. ("Zoosk"), a privately owned dating company based in San Francisco, California, United States. Zoosk, which was incorporated in 2007, and is a leading global online dating platform, allowing its members to discover and communicate with each other from their mobile phones, tablets or personal computers. The primary reason for the merger was to strengthen the Company's position in the online dating market by creating the second-largest dating company in the North America based on revenue. The merger will enable the Company to expand its user base in the North American market. Pursuant to the Merger Agreement, on July 1, 2019 ("Acquisition Date"), the Company acquired 100% of the common stock of Zoosk with a combination of cash and Spark Networks ADS for consideration of $262.2 million. Zoosk became a wholly owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, the Company issued 12,980,000 American Depository Shares representing ordinary no-par value registered shares of the Company to Zoosk's former equity holders. The fair value of the ADSs issued was based on the closing ADS price of the Company on the Acquisition Date. Additionally, the Merger Agreement provided for cash consideration of $105.0 million, which included $10.0 million of the cash consideration held back by the Company until July 1, 2023 in order to satisfy any indemnity obligations of the holders of shares of Zoosk Capital Stock, Vested Options and Cash Out Warrants. The holdback amount accrues interest at 2.0% annually from July 1, 2019 until December 31, 2020, and 12.0% annually thereafter. Further, $1.0 million of other consideration was placed in escrow for purposes of satisfying post-closing purchase price adjustments, if any. The Company determined that the final merger aggregate adjusted cash consideration resulted in a final adjustment surplus of $0.5 million, which was paid in February 2020. The Company financed the cash consideration through borrowings under the Senior Secured Facilities Agreement as described in Note 9—Long-term Debt. The following table summarizes fair value of each major class of consideration transferred on the Acquisition Date: (in thousands) Final merger adjusted cash consideration (1) $ 99,085 Cash consideration holdback amount 9,814 Total merger cash consideration $ 108,899 Spark Networks American Depository Shares (ADSs, in thousands) consideration 12,980 Spark Networks ADS closing price as of July 1, 2019 $ 11.81 Merger stock consideration value $ 153,294 Final merger aggregate consideration $ 262,193 (1) Final merger aggregate adjusted cash consideration has been adjusted as of the Acquisition Date to include the final adjustment surplus determined in January 2020. The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the Acquisition Date as well as the resulting goodwill: (in thousands) Acquisition date fair values Cash and cash equivalents $ 6,613 Accounts receivable 7,458 Other current assets 2,792 Goodwill 191,560 Intangible assets 75,741 Deferred tax assets 8,719 Other assets 9,792 Total assets 302,675 Accounts payable (13,040) Deferred revenue (7,130) Other current liabilities (13,195) Other liabilities (7,117) Identifiable net assets acquired and the resulting goodwill $ 262,193 The following table summarizes the components of the acquired intangible assets and estimated useful lives: (in thousands) Acquisition date fair values Weighted-Average Useful Life (Years) Trademark $ 60,860 indefinite Customer relationships 9,870 2 Developed technology 4,990 4 Licenses 21 less than 1 year Total $ 75,741 The Company used the relief-from-royalty method for measuring the fair values of the trademark and developed technology acquired, and used the multi-period excess earnings method to measure the fair value of the customer relationships acquired. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. The fair value of the trademark, developed technology and customer relationships acquired are classified as a Level 3 fair value measurement within the fair value hierarchy. The Company recognized $191.6 million of goodwill as of the acquisition date, measured as the excess of the merger aggregate consideration over the assets acquired and liabilities assumed at the date of acquisition. The goodwill balance is primarily attributed to increased offerings to the Company's user base, and other operating synergies anticipated upon the integration of the operations of the Company and Zoosk. As a result of the transaction there is no goodwill that is expected to be deductible for income tax purposes. For the year ended December 31, 2019, Zoosk contributed revenue of $61.2 million and a net loss of $23.3 million to the Company's results, including $1.2 million of severance costs, of which $0.9 million is included within Technical operations and development expenses, $0.1 million is included within General and administrative expenses, $0.2 million is included within Customer service expenses and $38 thousand is included within Sales and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss. The Company recognized approximately $7.1 million of acquisition-related costs during the year ended December 31, 2019, including $5.9 million of transaction, advisory, and merger integration costs included within General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Unaudited Supplemental Pro Forma Information The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2019: Years Ended December 31, (in thousands) 2020 2019 Revenue $ 233,036 $ 250,655 Net loss (46,608) (26,659) The pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma adjustments include incremental amortization expense of $3.1 million related to intangible assets acquired, incremental reduction in revenue of $0.6 million on acquired virtual currency, interest expense on borrowings in connection with the merger o f $4.2 million and e xclusion of one-time transaction related costs of $25.9 million resulting from the business combination . |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the years ended December 31, 2020 and 2019, revenue was as follows: Years Ended December 31, (in thousands) 2020 2019 Subscription revenue $ 226,823 $ 166,443 Virtual currency revenue 3,535 2,354 Advertising revenue 2,678 2,062 Total Revenue $ 233,036 $ 170,859 Revenue disaggregated by geography, based on the billing address of our customers, consists of the following: Years Ended December 31, (in thousands) 2020 2019 United States $ 155,494 $ 100,805 Germany 1,791 2,261 Rest of world 75,751 67,793 Total Revenue $ 233,036 $ 170,859 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes Income Tax Expense (Benefit) For the year ended December 31, 2020 and 2019, the Company recorded income tax expense of $5.0 million and income tax benefit of $3.6 million, respectively, which reflects an effective tax rate of (12.0)% and 9.4%, respectively. The Company's income tax expense in 2020 was primarily driven by U.S. federal and state taxes, non-deductible goodwill impairment, foreign rate differential, valuation allowance on both German net operating loss and interest carryforwards, and non-deductible German share-based compensation arrangements. The Company's income tax benefit in 2019 was primarily driven by the release of the U.S. valuation allowance on deferred tax assets offset by non-deductible goodwill impairment, a valuation allowance on German net operating loss and interest carryforwards. The components of the income (loss) before income taxes are as follows: Years Ended December 31, (in thousands) 2020 2019 Germany $ 224 $ (16,020) Foreign (41,843) (22,510) Total $ (41,619) $ (38,530) The components of the income tax expense (benefit) are as follows: Years Ended December 31, (in thousands) 2020 2019 Current tax expense (benefit): Germany 1,298 93 Foreign 161 1,641 Total current tax expense (benefit) $ 1,459 $ 1,734 Deferred tax expense (benefit): Germany 3,144 913 Foreign 386 (6,264) Total deferred tax expense (benefit) $ 3,530 $ (5,351) Income tax expense (benefit) $ 4,989 $ (3,617) The income tax rate of the Company is determined by the tax rate of Spark Networks SE, consisting of the German corporate income tax of 15.8% including solidarity surcharge, as well as the trade tax of 14.4%. Reported income tax expense (benefit) differed from the amounts computed by applying the combined German corporate and trade income tax rate of 30.2% in both 2020 and 2019 to income (loss) before income taxes as a result of the following: Years Ended December 31, (in thousands) 2020 2019 Expense at statutory rate $ (12,558) $ (11,627) Foreign rate differential 4,214 784 Impairment of goodwill 9,808 3,641 Change in valuation allowance 2,496 1,634 Share-based payment arrangements 1,458 485 Unrecognized tax benefits 461 110 Tax credits (737) 465 Other (153) 891 Income tax expense (benefit) $ 4,989 $ (3,617) Components of Deferred Tax Assets and Liabilities Significant components of deferred tax assets (liabilities) are as follows: Years Ended December 31, (in thousands) 2020 2019 Deferred tax assets: Property and equipment $ 85 $ 147 Intangible assets 467 466 Accrued employee compensation and benefits 48 814 Deferred revenue 531 253 Lease liabilities 1,453 1,799 Interest expense carryforwards 2,985 2,311 Other 965 898 Tax credit carryforwards 9,789 9,308 Tax loss carryforwards 44,611 44,940 Total deferred tax assets 60,934 60,936 Less: valuation allowance (18,336) (14,528) Deferred tax assets, net of valuation allowance 42,598 46,408 Deferred tax liabilities: Intangible assets (13,918) (16,372) Right-of-use assets (1,339) (1,942) Property and equipment (2,636) (2,486) Other (2,176) (408) Total deferred tax liabilities (20,069) (21,208) Net deferred tax assets $ 22,529 $ 25,200 At December 31, 2020, the Company had German and foreign net operating losses of approximately $143.6 million and $169.2 million, respectively. At December 31, 2019, the Company had German and foreign net operating losses of approximately $129.7 million and $182.6 million, respectively. The foreign net operating loss carryforward is made up of U.S. Federal and State and Israeli losses. The U.S. federal net operating loss carryforward will begin to expire beginning December 31, 2025 through December 31, 2037. The U.S. state net operating loss carryforward will begin to expire beginning December 31, 2030 through December 31, 2039. The German and Israel net operating losses have an unlimited carryforward period. Of the total U.S. federal net operating loss carryforward, $18.7 million will carry forward indefinitely. The U.S. Internal Revenue Code ("IRC") of 1986, as amended, imposes substantial restrictions on the utilization of carryforwards in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Due to the effects of historical equity issuances, the Company has determined that the future utilization of a portion of its net operating losses is limited annually pursuant to IRC Section 382. The annual limitations have been factored in and net operating losses are realizable. As of December 31, 2020 and 2019, the Company has U.S. federal and state tax credit carryforwards of approximately $14.4 million and $13.2 million, respectively, which primarily relate to Research and Development ("R&D") tax credits. These tax credits will begin to expire beginning December 31, 2027 through December 31, 2040 for U.S. federal purposes and December 31, 2021 through December 31, 2028 for U.S. state purposes. The U.S. state R&D tax credits of $6.3 million have an unlimited carryforward period. The increase in U.S. federal tax carryforwards in 2020 is primarily attributable to an increase in R&D tax credits. The Company does not have any tax credit carryforwards in jurisdictions outside of the United States. Periodically, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely-than-not that some or all of the deferred tax assets will not be realized. During 2020, the valuation allowance increased by $3.8 million. During 2019, the valuation allowance increased by $1.6 million. As of December 31, 2020, the Company's valuation allowance on its U.S. federal and state deferred tax assets was $4.0 million related to California net operating losses and California Enterprise Zone credits. As of December 31, 2020, the Company’s valuation allowance on its Israel deferred tax assets is $2.5 million. As of December 31, 2019, the Company's valuation allowance on its U.S. federal and state deferred tax assets was $3.8 million. The $0.2 million increase in the valuation allowance during 2020 is primarily due establishing additional valuation allowance on State net operating losses partially offset by release of valuation allowance related to expired State Enterprise Zone credits. As of December 31, 2019, the Company’s valuation allowance on its Israel deferred tax assets was $2.5 million. The $4.0 million decrease in the valuation allowance during 2019 is primarily driven the release of valuation allowance on the U.S. federal and state net deferred tax assets. In addition, as of December 31, 2020 and 2019, management determined that a valuation allowance of $11.8 million and $8.2 million, respectively, was required for certain German deferred tax assets that are not more likely than not to be realized due to the negative evidence which outweighed the positive evidence. For the remaining German deferred tax assets without a valuation allowance, management believes it is more-likely-than-not that the Company will generate sufficient taxable income in the appropriate future periods to realize the benefit. The $3.6 million increase in the German valuation allowance during 2020 is primarily due to an increase in the German net operating loss and interest carryforwards. The $5.6 million increase in the valuation allowance during 2019 is primarily driven by an increase in the German net operating loss and interest carryforwards. The Company has determined that its offshore earnings will be indefinitely reinvested outside of Germany. As a result, the Company has not recorded a deferred tax liability related to undistributed earnings of foreign subsidiaries as of December 31, 2020 and December 31, 2019. The Company will continue to evaluate its reinvestment policy on a quarterly basis and will adjust its deferred tax liability accordingly to the extent there is a change and adjustment is required. As of December 31, 2020, the amount of undistributed earnings was $48.0 million. Upon distribution of these earnings, we would be subject primarily to German income taxes and foreign withholding taxes. Assuming the indefinitely reinvested earnings were repatriated under the laws and rates applicable at December 31, 2020, the incremental taxes are estimated to be $3.0 million. In assessing whether unrecognized tax benefits should be recognized in its financial statements, the Company first determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that would have full knowledge of all relevant information. For tax positions that meet the more-likely-than-not recognition threshold, the Company measures the amount of benefit recognized in the financial statements at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The Company recognizes unrecognized tax benefits in the first financial reporting period in which information becomes available indicating that an adjustment is required. The Company records unrecognized tax benefits primarily related to U.S. Federal and State tax credits and state tax nexus. For each reporting period, management applies a consistent methodology to measure unrecognized tax benefits, and all unrecognized tax benefits are reviewed periodically and adjusted as circumstances warrant. The Company's measurement of its unrecognized tax benefits is based on management’s assessment of all relevant information, including prior audit experience, the status of audits, conclusions of tax audits, lapsing of applicable statutes of limitations, identification of new issues, and any administrative guidance or developments. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, (in thousands) 2020 2019 Balance at the beginning of the year $ 3,747 $ 365 Increases for current year tax positions 614 288 Increases for prior year tax positions 232 504 Increases due to business acquisitions — 2,590 Balance at the end of the year $ 4,593 $ 3,747 As of December 31, 2020 and 2019, the Company has $4.6 million and $3.7 million of unrecognized tax benefits, respectively, all of which would impact the effective tax rate if recognized. As of December 31, 2020 and 2019, the Company has recognized $0.4 million and less than $0.1 million of interest and penalties respectively, all of which would impact the effective tax rate if recognized. The Company recognized an increase to interest and penalties of $0.3 million primarily due to U.S. tax credits and state nexus. The Company’s policy is to classify interest and penalties on underpayment of income taxes as a component of income tax expense. The Company is subject to income taxes in Germany and multiple other foreign jurisdictions. The Company remains subject to examination in Germany for the 2016 through 2020 tax years. U.S. Federal income tax returns of the Company are subject to IRS examination for the 2017 through 2020 tax years. U.S. State income tax returns are subject to examination for the 2016 through 2020 tax years. The Company is subject to examination in Israel for the 2015 through 2020 tax years and in France for the 2017 through 2020 tax years. As a matter of course, the Company may be audited by Germany, U.S. Federal and State, Israel, France, the U.K. and other foreign tax authorities within which it operates. From time to time, these audits result in proposed assessments. The Company was notified during 2020 that the Israeli tax authorities were auditing Spark Networks Ltd. for the tax years 2015-2019. There is minimal activity in the entity and while we do not expect adverse findings, any potential finding would result in a reduction of the net operating loss carryforward which has a full valuation allowance against it. At this point, there is nothing from the communications with the tax authorities that would give rise to any uncertainty in the Israeli tax positions taken. Recently, the Company was notified that the German tax authorities are auditing Spark SE for the tax years 2017-2018, as well as Spark GmbH for the tax years 2016-2018. At this point, there is nothing in the communications with the tax authorities that would give rise to any uncertainty in the German tax positions taken. Based on the current status of Germany, U.S. federal, state, local and other foreign audits, the Company does not expect the amount of unrecognized tax benefits to significantly decrease in the next 12 months as a result of settlements of tax audits and/or the expiration of statutes of limitations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Office and other equipment $ 3,821 $ 3,364 Leasehold improvements 373 348 Internally developed software 13,221 10,223 Purchased software 255 240 Total 17,670 14,175 Less: Accumulated depreciation (6,252) (3,864) Property and equipment, net $ 11,418 $ 10,311 Depreciation expense was $2.1 million for both the years ended December 31, 2020 and 2019. The Company capitalized $2.5 million and $4.4 million of internally developed software costs for the years ended December 31, 2020 and 2019. Property and equipment, net disaggregated by geography, consists of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 United States $ 1,259 $ 337 Germany 10,159 9,974 Total property and equipment, net $ 11,418 $ 10,311 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. As described in Note 1, during the third quarter of 2020, the Company changed its composition of segments and associated reporting units. In connection with this change, the historical Christian Networks, Jdate USA, Jdate Israel, JSwipe and Other Networks were combined into a single Spark reporting unit, thereby requiring no reallocation of goodwill based on fair value. There was no change to the historical Zoosk reporting unit. The following table summarizes the changes in the carrying amount of goodwill for the periods indicated: December 31, (in thousands) 2020 2019 Balance as of the beginning of the period $ 199,238 $ 25,462 Business combination — 191,560 Impairment charges (42,713) (17,736) Impact of currency translation 57 (48) Balance as of the end of the period $ 156,582 $ 199,238 For the year ended December 31, 2020, as a result of our annual goodwill impairment test, the fair value of the Spark reporting unit exceeded the carrying amount, and as a result, no goodwill impairment was recorded. For the Zoosk reporting unit, the fair value did not exceed the carrying value, and the Company recorded a goodwill impairment charge of $42.7 million. The impairment charge was attributed to declines in the estimated undiscounted cash flows and an increase in the discount rate, which resulted in the carrying value not being recoverable. The Company estimated the fair value of its reporting units utilizing a present value cash flow model. The Company believes this non-cash impairment charge does not impact its ability to generate cash flow in the future and it is not tax deductible. For the year ended December 31, 2019, the fair values of the Christian Network, Jdate, JSwipe and Other Networks reporting units exceeded their respective carrying amounts at that date, and as a result, no goodwill impairment was recorded. For the Zoosk and Samadhi reporting units, revised long-term projections resulted in lower than previously projected long-term future cash flows, which reduced the estimated fair value below their carrying amounts. We recorded a goodwill impairment charge of $16.7 million and $1.0 million, respectively. The total accumulated impairment loss of the Company's goodwill was $62.7 million and $17.7 million as of December 31, 2020 and 2019. Intangible assets consists of the following as of December 31, 2020: December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 Intangible assets consists of the following as of December 31, 2019: December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (2,437) $ — $ — $ 61,363 Long-lived intangible assets: Brands and trademarks 3,025 (2,573) (390) (3) 59 Acquired technology 7,300 — (2,131) — 5,169 Customer relationships 11,420 — (3,600) — 7,820 Licenses and domains 410 — (318) (5) 87 Other 5,203 — (4,916) (5) 282 Total intangible assets $ 91,158 $ (5,010) $ (11,355) $ (13) $ 74,780 For the annual assessments in 2020, we performed a qualitative assessment for Jdate and Christian Networks and a quantitative assessment for Zoosk. The qualitative assessment performed, there were no impairments of indefinite-lived intangible assets for the year ended December 31, 2020. For the annual assessment in 2019, we bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative test. As a result of our annual impairment test, we recorded an impairment charge of $8.5 million and $2.4 million and in 2020 and 2019, respectively. The Company used a royalty rate of 4.0% and discounts rates ranging between 12.0% to 14.0% in 2020 and 2019. Amortization expense for the years ended December 31, 2020 and 2019 were $7.3 million and $4.5 million, respectively. The annual impairment testing date of the indefinite-live intangible assets is the fourth quarter of each year and consisted of a comparison of the fair value of the intangible assets with carrying amounts. The Company estimated the fair value using an income approach, specifically the relief-from-royalty method, based on the present value of future cash flows. The Company recorded $0.1 million of impairment charges related to the Samadhi brand name for the year ended December 31, 2019. No impairment charge was recorded for the long-lived intangible assets for the year ended December 31, 2020. At December 31, 2020, amortization of long-lived intangible assets for each of the next five years and thereafter is estimated to be as follows: (in thousands) Amortization Expense 2021 $ 4,225 2022 1,281 2023 633 2024 9 2025 9 Thereafter 2 Total estimated amortization expense $ 6,159 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company's lease portfolio includes lease arrangements for its offices. Such leases generally have remaining terms between 1 month and 5 years, and the Company does not have residual value guarantees associated with its leases. In December 2019, the Company entered into a sublease agreement for the office lease in San Francisco, which was acquired in connection with the Zoosk acquisition in July 2019, for the remaining period of the original lease term, which ends on September 30, 2024. The following table summarizes the classification of operating lease right-of-use assets and liabilities in the Company's Consolidated Balance Sheets as of December 31, 2020 and 2019: (in thousands) December 31, 2020 December 31, 2019 Assets Right-of-use assets $ 6,338 $ 8,236 Liabilities Short-term: Current lease liabilities $ 1,932 $ 1,872 Long-term: Non-current lease liabilities 4,650 6,539 Total lease liabilities $ 6,582 $ 8,411 Right-of-use assets are included in Other assets, and Current lease liabilities and Non-current lease liabilities are included in Accrued expenses and other current liabilities and Other liabilities, respectively, in the Consolidated Balance Sheets. The following table summarizes the classification of lease expense in the Company's Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019: Years Ended December 31, (in thousands) 2020 2019 Operating lease expense $ 2,272 $ 1,404 Short-term lease expense 224 246 Sublease income (1,956) (105) Total net lease expense $ 540 $ 1,545 The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019: Years Ended December 31, (in thousands) 2020 2019 Operating cash flow information: Cash paid for operating leases $ 2,211 $ 1,292 Non-cash activity: Right-of-use assets acquired and lease liabilities assumed in acquisition $ — $ 8,004 The weighted average remaining term for our leases as of December 31, 2020 and 2019 was 3.6 years and 4.4 years, respectively. The weighted average discount rate for our leases as of December 31, 2020 and 2019 was 4.6% and 4.5%, respectively. At December 31, 2020, the future minimum lease payments under our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2021 $ 2,187 2022 1,780 2023 1,792 2024 1,376 Total lease payments 7,135 Less: Interest (553) Present value of lease liabilities $ 6,582 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities consist of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Deferred payment to Zoosk's shareholders (1) $ — $ 10,320 Accrued advertising 8,691 6,691 Accrued employee compensation and benefits 2,085 4,771 Accrued value-added, sales, and other non-income-based taxes 6,404 5,704 Accrued professional fees 1,819 1,980 Current portion of lease liabilities 1,932 1,872 Other 7,498 3,642 Accrued expenses and other current liabilities $ 28,429 $ 34,980 Other liabilities consist of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Deferred payment to Zoosk's shareholders (1) $ 10,373 $ — Lease liabilities, less current portion 4,650 6,539 Sublease security deposit 1,038 1,038 Other 1,480 1,369 Other liabilities $ 17,541 $ 8,946 (1) The deferred payment was originally payable to Zoosk on December 31, 2020. Due to the Second Amendment to Loan Agreement entered into on December 2, 2020, the payment to Zoosk shareholders was deferred to July 1, 2023. Therefore, the balance was reclassified to Other liabilities from Accrued expenses and other current liabilities as of December 31, 2020. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term DebtOn July 1, 2019, in connection with the acquisition of Zoosk, Spark Networks entered into a Loan Agreement with Zoosk, Spark Networks, Inc., the subsidiary guarantors, the lenders party thereto, and Blue Torch Finance LLC (“Blue Torch”), as administrative agent and collateral agent (the "Senior Secured Facilities Agreement") that provides for a four-year $125.0 million Senior Secured Facility. The Senior Secured Facilities Agreement provides for a term loan facility in an aggregate amount equal to $120.0 million (the “Term Loan Facility”) and a revolving credit facility in an aggregate amount equal to $5.0 million (the “Revolving Credit Facility”) and, together with the Term Loan Facility, the “Facilities”. Borrowings under the Facilities bear interest at a rate equal to either LIBOR plus an applicable margin of 8.0% per annum or the Base Rate with an applicable margin of 7.0% per annum. A portion of the proceeds from the issuance of the Facilities was utilized to pay down the remaining balance on the debt outstanding with Silicon Valley Bank of $13.0 million. On May 21, 2020, the Company entered into a Limited Waiver and First Amendment to Loan Agreement (the “First Amendment”) to its existing Senior Secured Facilities Agreement. The First Amendment waives the events of default under the Loan Agreement relating to the Company's failure to deliver its audited financial statements and related financial reports for the fiscal year ending December 31, 2019 within 120 days of the end of such fiscal year, and provided the Company until June 14, 2020, to deliver such audited financial statements and related financial reports as required under the Loan Agreement. The Company delivered its audited financial statements and related financial reports for the fiscal year ending December 31, 2019 by June 14, 2020. Term Loan Facility The Term Loan Facility was issued at a discount of 3.0% of the aggregate principal amount of the $120.0 million totaling $3.6 million. Transaction costs and commitment fees of $3.1 million and $0.6 million, respectively, were paid at closing. The initial commitment fee was equal to 0.5% of the aggregate principal amount of the Term Loan Facility. Through the effective interest rate method, the discount and commitment fees on the Term Loan Facility are amortized to interest expense in the Consolidated Statements of Operations and Comprehensive Loss through the maturity of the Facilities on July 1, 2023 ("Maturity Date"). The effective interest rate was 10.7%. In addition, pursuant to the terms of the Term Loan Facility, within 5 days after the annual financial statements are required to be delivered to the lender, the Company is required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow of the most recently completed fiscal year. On December 2, 2020, the Company entered into the Second Amendment to Loan Agreement (the "Second Amendment"), which established an additional $6.0 million of term loan commitment to its existing Term Loan Facility. The additional borrowing will be applied to pay the quarterly Term Loan Facility principal and interest payments due on December 31, 2020 and March 31, 2021. The Second Amendment was accounted for as a modification of debt, and as such, the third-party costs incurred in connection with the Second Amendment of approximately $1.3 million were expensed as incurred. The debt issuance costs of $1.3 million that were paid directly to the lender at the closing date were capitalized and will be amortized using the effective interest method over the term of the loan. The effective interest rate on the modified loan is 11.3%. The Second Amendment requires repayment of the principal amount of $150 thousand quarterly, beginning on March 31, 2021, in addition to the $3.0 million quarterly principal repayment of the original Term Loan Facility and the interest. As of December 31, 2020, the aggregated outstanding principal balance of the existing Term Loan Facility and the Second Amendment is $104.7 million, the amortized cost basis of the Term Loan Facility is $99.1 million. Revolving Credit Facility The $5 million Revolving Credit Facility has a commitment fee of 0.75% per annum on the unutilized commitments thereunder and payable on the Maturity Date. As the Revolving Credit Facility is not expected to be drawn down, transaction costs and upfront fees totaling $0.3 million related to the Revolving Credit Facility were deferred and are being amortized over the term of the agreement. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2020. The Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of its subsidiaries to: incur additional indebtedness, create liens, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions and make share repurchases, make certain acquisitions, engage in certain transactions with affiliates, and change lines of business. In addition , the Facilities, as revised by the Second Amendment, require the following financial covenants to be maintained: (i) a fixed charge coverage ratio of no less than 1.10 for the first four quarters of the loan, 1.25 for the second two quarters of the loan, and between 1.20 and 0.80 for the remaining life of the loan, (ii) a net leverage ratio of no greater than 3.00 for the first quarter of the loan, declining steadily from 2.60 to 1.75 for the quarters ended December 31, 2020 through the maturity date of the loan, and (iii) a minimum liquidity threshold of $10.0 million at the end of each month following the closing date of the loan, consisting of available cash funds and availability under the Revolving Credit Facility. The Facilities also contain certain customary affirmative covenants and events of default, including a change of control. The Company is in compliance with all of its financial covenants as of December 31, 2020 and 2019. Long-term debt maturities: Years Ended December 31, (in thousands) 2021 $ 19,037 2022 12,600 2023 73,027 Total 104,664 Less: current portion of long-term debt (19,037) Less: unamortized discount (2,302) Less: unamortized debt issuance costs (3,216) Total long-term debt, net $ 80,109 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company's future payments related to off-balance sheet contractual obligations as of December 31, 2020 and 2019 are as follows: December 31, (in thousands) 2020 2019 Less than one year $ 6,349 $ 5,417 Between one and five years 7,230 8,757 Total $ 13,579 $ 14,174 The Company has non-cancellable contractual obligations consisting of contracts with cloud-based web service providers, other internet/network service providers, and marketing service providers. The Company does not have significant renewal or purchase options. Contingencies The Company is involved in lawsuits, claims and proceedings incident to the ordinary course of business and establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is not probable and, therefore, no reserve is established. Any claims against the Company, whether meritorious or not, could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, the Company believes that the ultimate resolution of these current matters will not have a material adverse effect on our liquidity, results of operations or financial condition of the Company. Cybersecurity Matters On July 22, 2020, a putative class action was filed against the Company and Zoosk in the U.S. District Court for the Northern District of California by users alleging that a 2020 security incident disclosed by Zoosk violates the California Consumer Privacy Act (CCPA) and alleging other statutory and common law claims, and seeking statutory damages and injunctive relief. On December 14, 2020, plaintiffs voluntarily dismissed their statutory damage claims under the CCPA. On January 30, 2021, the district court granted in part, and denied in part, Zoosk’s motion to dismiss the complaint for failure to state a claim and held in abeyance the Company's motion to dismiss itself on jurisdictional grounds and for failure to state a claim. The court granted plaintiffs limited jurisdictional discovery as to the Company and has allowed a common law claim to go forward as to Zoosk. Separately, plaintiffs’ counsel filed similar claims in arbitration against Zoosk in the JAMS arbitration forum, which arbitrations have not proceeded at this time. Elite Connexion v. Spark Networks Services GmbH On September 20, 2018, Elite Connexion filed a cease and desist order and damage claim in France against Spark Networks Services GmbH ("Spark GmbH"), alleging that Spark GmbH bid on search engine terms which violated an agreement between the parties. In Elite Connexion's claim, which was amended in September 2019, Elite Connection claimed damages for loss of profit, legal fees, and court fees. The parties agreed in principle to a settlement in September 2020 subject to negotiation of the settlement agreement. The parties continue to negotiate the terms of the settlement agreement as of March 2021, and the Company recorded an accrual for the loss contingency in relation to a potential settlement of these matters. Trademarks Trademarks are an important element in running online dating websites and mobile applications. Given the large number of markets and brands, the Company deals with claims against its trademarks from time to time. As of December 31, 2020, there are several ongoing national cases which affect trademarks within Germany, Finland, Ireland, France, Sweden, the United Kingdom, Poland and Benelux. The Company vigorously defends against each of the above legal proceedings. Following a favorable 2020 decision of the Court of Justice of the European Union, the Company is exploring options to settle certain national trademark disputes in Europe. In the United States, the Company's use of certain intellectual property is challenged from time to time by third parties. The Company has additional legal claims and may encounter future legal claims in the normal course of business. The Company intends to defend vigorously against each of the above legal proceedings. At this time, management does not believe the above matters, either individually or in the aggregate, will have a material adverse effect on the Company’s results of operations or financial condition and believes the recorded legal provisions as of December 31, 2020 are adequate with respect to the probable and estimable liabilities. However, no assurance can be given that these matters will be resolved in our favor. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity At December 31, 2020, the Company’s issued ordinary no-par value registered shares ( auf den Namen lautende Stückaktien ) (“Ordinary Shares") totaled 2,661,386. Outstanding Ordinary Shares totaled 2,605,689 after deducting 55,697 in treasury shares held by the Company. In accordance with the Company’s American Depository Share (ADS) Program, each ADS represents one-tenth of an ordinary share. Accordingly, issued and outstanding ADSs as of December 31, 2020 totaled 26,056,890. In June 2019, in anticipation of the acquisition of Zoosk, the Administrative Board of the Company agreed to the acceleration, exercise, and settlement of 952,018 Options granted to five executives of the Company under the Spark Networks 2017 VSOP and Spark Networks 2018 VSOP ("the Accelerated Vesting"). Accordingly, the Company recognized the remaining grant date fair value related to these Options of $2.2 million as share-based payment expense in June 2019. Options totaling 636,492 were net exercised in shares and cash in July 2019, and resulted in the issuance of 4,652 Ordinary Shares, equivalent to 46,519 ADSs. In connection with the exercise of these Options, the Company issued 46,519 new Ordinary Shares, equivalent to 465,190 ADSs. Options totaling 315,526, which were out of the money at the exercise date, were repurchased at €0.01 per share. On July 2, 2019, the Company issued 12,980,000 ADSs representing 1,298,000 Ordinary Shares of Spark Networks to Zoosk's former equity holders as partial consideration for the acquisition of Zoosk. The fair value of the ADSs issued was based on the closing ADS price of Spark Networks on the effective date of the merger. Treasury shares The Company accounts for treasury shares using the nominal value method. Under the nominal value method, whereby the nominal value of the shares is deducted from common stock. The excess of the cost of shares acquired over the nominal value is allocated to additional paid-in capital. Under local law, treasury shares are not entitled to shareholder rights, in particular, to dividends and voting rights. In connection with the Affinitas / Spark Merger, the Company established the Chardonnay Trust, with the purpose of holding such number of shares of Spark Networks SE ADSs as shall be necessary to satisfy the obligations under all unexercised Spark stock options awarded under the Spark 2007 Plan. The shares underlying the ADSs held in the Chardonnay Trust are classified as treasury shares at their nominal value per share of €1.00. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense reflects share awards issued under the Spark Networks 2018 virtual stock option plan ("2018 VSOP") and the Long Term Incentive Plan ("the LTIP") adopted in 2020. 2018 VSOP In 2017, Spark Networks established the 2017 VSOP for selected executives and employees of the Company and its subsidiaries. In March 2018, the Company replaced the 2017 VSOP by establishing the 2018 VSOP for selected executives and employees of the Company and its subsidiaries if and to the extent that the plan participants under the 2017 VSOP have agreed to such replacement. All plan participants agreed to the replacement. Both plans, which were established following the merger between Affinitas GmbH ("Affinitas") and Spark, Inc. in 2017, replaced plans in effect under Affinitas prior to the merger. Under the 2018 VSOP, the Company granted participants a certain number of virtual stock options in exchange for options granted under the 2017 VSOP and/or a certain number of new virtual stock options. Awards issued under the 2018 VSOP have a contractual term of 85 months and vest over a period of four years from the grant date, whereby one fourth of each option award vests upon the first anniversary of the grant with the remaining options vesting in six-month installments. The 2017 VSOP options which were exchanged for the 2018 VSOP vest over a period of three years from the grant date, whereby one third of each option award vest on the first-year anniversary of the grant and the remaining options vesting in six month installments. The Company will not grant any additional awards under the 2018 VSOP. Vested awards under the 2018 VSOP may be settled for either equity shares or a cash amount equal to the market price of the Company's ADS minus the share price. The method of settlement is at the discretion of the Company. As a result, awards issued under the 2018 VSOP are treated as equity settled. The following table summarizes the activity for the Company's options under the 2018 VSOP: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2019 345,078 $ 11.70 5.16 Forfeited (18,797) $ 14.19 Outstanding as of December 31, 2020 326,281 $ 11.56 4.15 Options exercisable as of December 31, 2020 293,467 $ 11.44 4.10 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2019 93,473 $ 6.57 Vested (45,211) $ 6.42 Forfeited (15,448) $ 7.22 Unvested as of December 31, 2020 32,814 $ 6.48 The total grant date fair value of options that vested during 2020 and 2019 was $0.3 million and $1.5 million , respectively. The fair value of options issued under the 2018 VSOP is measured as of the grant date using a binomial option pricing model. The fair values and the inputs used in the measurement of the fair value of options issued under the 2018 VSOP are summarized below. Year Ended December 31, 2019 Share price ($) 8.59 - 9.49 Exercise price ($) 8.99 - 9.06 Option life (months) 85 Volatility 37.1 - 38.4% Dividend yield —% Risk-free rate 2.56 - 2.57% Expected volatility is estimated by considering historical average share price volatilities of the Company, including the historical share price volatilities of Spark Networks, Inc. The term of the options is derived based on the simplified method of calculation, which allows companies with insufficient historical experience to provide a reasonable basis for an estimate. As the options are subject to a graded vesting schedule, the grant date fair value of each tranche is expensed ratably over the related vesting period. Estimated forfeitures are revised if the number of options expected to vest differ from previous estimate, and if any differences between the actual and estimated forfeitures are accounted for in the period they occur. The total unrecognized compensation expense related to awards granted under the 2018 VSOP at December 31, 2020 was $0.1 million, which will be recognized over a weight-average period of 1.5 years. 2020 Long Term Incentive Plan In January 2020, the Administrative Board of the Company adopted the Long Term Incentive Plan (the "LTIP") for applicable executives and employees of the Company and its subsidiaries as part of their remuneration for future services. The LTIP provides for the grant of virtual stock options. Each option represents the right to receive, upon exercise, a certain amount in cash determined based on the relevant ADS Stock Price of the option minus the strike price of such option; provided, however, that the Company may elect to settle options in ADSs or ordinary shares of Spark Networks instead of cash at its sole discretion. The LTIP provides that the strike price can be set at any amount determined by the Administrative Board, including zero. Under the LTIP, the "ADS Stock Price" is, as of the grant date, the average closing price of one ADS of Spark Networks trading on the NYSE American for the period of five trading days prior to such date. Spark Networks classifies awards under the LTIP as equity-settled. Options granted under the LTIP have a contractual term of 85 months and vest, subject to the employee's continued service to the Company, as follows: (i) 25.0% of the total number of options granted to a participant vest 12 months after the grant date of such option, and (ii) an additional 6.25% of such options shall vest at the end of each additional three-month period thereafter until the end of the 48th month after the relevant grant date. In connection with the adoption of the LTIP, the Administrative Board authorized for 2020 the i ssuance of virtual options for up to three million ADSs, including up to one million zero-priced options. At December 31, 2020, 450,000 virtual options, and 326,000 zero-priced options were available for future grant. The following table summarizes the activity for the Company's options under the 2020 LTIP: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2019 — $ — Granted 1,716,000 $ 4.75 Forfeited (166,000) $ 4.88 Outstanding as of December 31, 2020 1,550,000 $ 4.74 6.22 $ 0.90 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2019 — $ — Granted 1,716,000 $ 3.00 Forfeited (166,000) $ 3.13 Unvested as of December 31, 2020 1,550,000 $ 2.99 The fair value of the virtual stock options is measured using a binomial option-pricing model. The inputs used in the measurement of the fair values at the date of grant are summarized below: Year Ended December 31, 2020 Share price ($) 2.77 - 6.09 Exercise price ($) 2.23 - 4.88 Option life (months) 85 Volatility 40.0% - 49.0% Dividend yield —% Risk-free rate 0.52% - 1.51% The following table summarizes the activity for the Company's zero priced options under the 2020 LTIP: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 — $ — Granted 729,000 $ 6.14 Forfeited (55,000) $ 6.32 Unvested as of December 31, 2020 674,000 $ 6.13 The fair value of the zero priced options is measured using a binomial option-pricing model. The inputs used in the measurement of the fair values at the date of grant are summarized below: Year Ended December 31, 2020 Share price ($) 2.91 - 6.42 Option life (months) 85 Volatility 50.2% - 74.9% Dividend yield —% The total unrecognized compensation expense related to awards granted under the 2020 LTIP at December 31, 2020 was $4.4 million, which will be recognized over a weight-average period of 3.1 years. Pre-merger Share Awards Prior to the 2017 merger with Affinitas, Spark, Inc. granted share-based payment awards under the 2007 Omnibus Incentive Plan (the “Spark Inc. 2007 Plan”). As of the merger date, outstanding awards under the Spark Inc. 2007 Plan ("Spark Inc. Options") consisted entirely of nonqualified stock options. As the merger was considered a change in control under Spark Inc. 2007 Plan, all outstanding unvested awards became fully vested. In connection with the merger with Affinitas, Spark Inc. established the Chardonnay Trust, with the purpose of holding such number of shares of Spark Networks SE ADSs as shall be necessary to settle all unexercised Spark Inc. stock options awarded under the Spark 2007 Plan. Following the completion of the merger, Spark Networks and Spark Inc. no longer has any rights to revoke or amend the Chardonnay Trust in a manner that is detrimental to Spark Inc. 2007 Plan participants. Upon completion of the merger, each Spark Inc. stock option was converted into an award to acquire ADSs from the Chardonnay Trust, on the same terms and conditions as were applicable under the Spark Inc. 2007 Plan prior to the merger, subject to adjustment based on the exchange ratio stipulated in the merger agreement. The shares underlying the ADSs held in the Chardonnay Trust are recognized as treasury stock within the Consolidated Statements of Shareholders' Equity. During the year ended December 31, 2019, the Company purchased 5,000 stock options at a price equal to the nominal value per share ($0.01) in connection with the VSOP acceleration in Note 11 . Shareholders' Equity. The following table summarizes the activity for the Spark Inc. options: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding and vested as of December 31, 2019 17,400 $ 11.88 4.16 Forfeited (14,050) $ 11.57 Outstanding and vested as of December 31, 2020 3,350 $ 13.17 3.09 In the tables above, all options were granted in the period prior to the merger. The weighted-average grant date fair value of options forfeited during the year was $11.57 per share. As of December 31, 2020 and 2019, all of the outstanding options have vested, and no stock-based compensation expense was recognized for the equity-settled options granted for the years ended December 31, 2020 and 2019. Total stock-based compensation expense for all the plans are included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue, exclusive of depreciation and amortization $ — $ — Sales and marketing 116 516 Customer service 36 12 Technical operations and development 390 642 General and administrative 4,238 1,459 Total stock-based compensation expense $ 4,780 $ 2,629 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company records long-term debt at carrying value less unamortized discount and unamortized fees as it is not required to be carried at fair value on a recurring basis. The fair value of long-term debt was determined using observable inputs (Level 2). The valuation considers the present value of expected future repayments, discounted using a market interest rate equal to the interest margin on the borrowings and variable interest rate. The following table presents the carrying values and the estimated fair values of long-term debt as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 99,146 $ 107,504 $ 107,665 $ 114,398 (1) At December 31, 2020 and 2019, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $5.5 million and $6.3 million, respectively. The Company’s financial instruments, including cash and cash equivalents, deposits, accounts receivable, and accounts payable are carried at cost, which approximates their fair value due to the short-term nature of these instruments. The Company does not have financial instruments that are measured at fair value on a recurring basis as of December 31, 2020 and 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAn employee of the Company's wholly owned subsidiary, Smooch Labs, is a co-founder and employee of a marketing agency for which the Company incurs expenses in the ordinary course of business. For the year ended December 31, 2020 and 2019, the Company has expensed $0.3 million and $0.4 million, respectively, for services performed by the marketing agency. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 3, 2021, the Company and Bert Althaus, the Chief Financial Officer ("CFO") and a Managing Director, entered into a termination agreement, pursuant to which Mr. Althaus will resign from his position as a Managing Director, effective as of March 31, 2021, but will remain employed by the Company as CFO until September 30, 2021. On March 5, 2021, the Company entered into a Limited Waiver under Loan Agreement with the Administrative Agent and the lenders pursuant to which the foregoing defaults under the Loan Agreement were waived. In consideration of the waiver, the Company agreed to pay the Administrative Agent, for the ratable benefit of the lenders, a fee of $0.5 million upon the execution of the Limited Waiver under Loan Agreement, plus $0.3 million paid in kind by capitalizing such amount into the principal balance under the Loan Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The consolidated financial statements include the accounts of the parent company and all of its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates and assumptions are required in the determination of: revenue reserves, deferred tax asset valuation allowances, unrecognized tax benefits, accounting for business combinations, classification and measurement of virtual stock option plans, and annual impairment testing of goodwill and indefinite-lived intangible assets. The Company evaluates its estimates and judgements on an ongoing basis based on historical experience, expectations of future events and various other factors that we believe to be reasonable under the circumstances and revises them when necessary. Actual results may differ from the original or revised estimates. |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from users in the form of recurring subscriptions. The Company recognizes revenue through the following steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. The Company enters into contracts with customers that include promises to provide subscription services with enhanced access to our dating platforms. Revenue is recognized when the promised services are provided to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Subscription revenue is presented net of refunds and credit card chargebacks. Sales and value-added-taxes collected from customers and remitted to governmental authorities are not included in revenue and are reflected as a liability on the balance sheet. Subscribers pay in advance, primarily by credit card or through mobile app stores. The Company records deferred revenue when cash payments are received in advance of satisfying its performance obligations. Enhanced access to dating platforms represents a series of distinct services as the Company continually provides enhanced access over the subscription term and represents a single performance obligation that is satisfied over time. Revenue is recognized using the straight-line method over the terms of the applicable subscription period, which primarily range from one to twelve months. The Company applies the practical expedient for contracts with duration of one year or less and therefore does not consider the effects of the time value of money. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified services by considering if it is primarily responsible for fulfillment of the promise, has latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these |
Foreign Exchange | Foreign Exchange Financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. All assets and liabilities denominated in foreign currencies are translated into the U.S dollar using the exchange rate in effect at the reporting date. Revenue and expenses are translated using average exchange rates during the period. Foreign currency translation adjustments are reflected in shareholders' equity as a component of other comprehensive income (loss). Transaction gains and losses including intercompany balances denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The benefit of a tax position is recognized if it is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period (generally the vesting period). The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The Company recognizes compensation expense on a straight-line basis from the beginning of the service period. For awards with graded-vesting features, each vesting tranche is separately expensed over the related vesting period. The Company estimates the fair value of each virtual stock option grant using a binomial option-pricing model, which considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Because the Company's stock options have certain characteristics that are significantly different from traded options, the binomial model provides a better measure of the fair value of the Company's virtual stock options. Expected volatilities utilized in the binomial option-pricing model are based on a combination of implied market volatilities, historical volatility of our stock price and other factors. The risk-free rate is derived from the U.S Treasury yield curve in effect at the time of grant. The binomial option-pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data and considers the expected exercise |
Interest Expense | Interest Expense Interest expense primarily includes interest for the Company's long-term debt obligation and the amortization of deferred issuance costs and original issue discounts on debt. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and the restricted cash primarily represents the net cash proceeds of the loan commitment that were deposited into the reserve account. See Note 9—Long-term Debt for additional information. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable is primarily comprised of credit card payments for subscription fees, pending collection from the credit card processors. The Company recognizes current estimated credit losses for accounts receivable, net. The allowance for credit losses reflects the Company's current estimate of credit losses expected to be incurred for an estimated amount of receivables that will not be collected. The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the historical losses. Historically, the Company has not experienced significant credit losses. The Company also monitors other risk factors and forward-looking information, such as country specific risks and default rates across bank cards in establishing and adjusting its allowance for credit losses. Accounts receivable are written off after all collection efforts have ceased. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and receivables from credit card processors. The Company reduces credit risk by placing its cash with major financial institutions with high credit ratings. At times, to the extent eligible, such amounts may exceed federally insured limits. In addition, receivables from payment processors settle relatively quickly, and the Company has not experienced historical experience of losses. Management monitors the creditworthiness of payment processors closely. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and identifiable intangible assets acquired based on their estimated fair values determined as of the acquisition date. Estimated fair value represents the estimated price that would be paid by a third-party market participant. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company's Consolidated Financial Statements from the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, including estimates of future revenues and adjusted earnings before interest and taxes, and discount rates. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding adjustment to goodwill to the extent the Company identifies an adjustment to the preliminary purchase allocation. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Consolidated Statements of Operations and Comprehensive Loss. |
Segment Reporting | Segment Reporting Segments are reflective of how the chief operating decision maker (“CODM”) reviews operating results for the purpose of allocating resources and assessing performance. The Company considers a combination of factors when evaluating the composition of its operating segments, including the results regularly reviewed by the CODM, economic characteristics, services offered, classes of customers, distribution channels, geographic and regulatory environment considerations. As the result of the acquisition of Zoosk and the change in management team, the Company has realigned the segment presentation to reflect its organizational changes. During the third quarter of fiscal 2020, the Company changed how the CODM assesses performance and allocates resources. Based on this change, the Company determined it has two operating segments, Zoosk and Spark, which share similar economic and other qualitative characteristics, are aggregated together as one reportable segment. The Company recast prior comparative period to conform to the current period segment presentation. |
Goodwill and Indefinite-Lived Intangible Assets and Long-Lived Assets | Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill and indefinite-lived intangible assets resulted from business combinations in previous years. Goodwill and indefinite-lived intangible assets are not amortized but are subject to annual impairment testing. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill or indefinite-lived intangible assets may be impaired. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows. Effective first quarter of 2019, the Company adopted Accounting Standard Update 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04") , which eliminates the two-step impairment test. Under ASU 2017-04, goodwill impairment should be recognized for the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the asset acquired, net of liabilities assumed. The impairment tests for goodwill are conducted at the reporting unit level, which is defined as an operating segment or one level below an operating segment, for which discrete financial information is regularly reviewed by the segment manager. For the year ended December 31, 2020, the Company has two reporting units. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative assessment for impairment is required. The Company may elect not to perform the qualitative assessment for some or all reporting units. The fair value of the reporting units is determined using an income approach based on discounted cash flow ("DCF") model. The fair value is estimated based upon a complex series of judgements about future events and uncertainties and rely heavily on estimates and assumptions at a point in time. The DCF model incorporates a number of reporting unit specific market participant assumptions including future revenue growth rates and operating margins. The discount rates represent the weighted average cost of capital measuring the reporting unit's cost of debt and equity financing, which are weighted by the percentage of debt and percentage of equity in a company's target capital structure. The discount rates applied also include adjustments to reflect management's assessment of a market participant's view concerning other risks associated with the projected cash flows of the individual reporting units. We validate our estimates of fair value determined using the income approach by considering the implied control premium to determine if the estimated enterprise value is appropriate compared to external market indicators. For the years ended December 31, 2020 and 2019, the Company performed the quantitative analysis for goodwill. Indefinite-Lived Intangible Assets Indefinite-lived intangible asset consists of acquired trade names, which are expected to contribute to cash flows indefinitely. Similar to the goodwill impairment test, the Company may first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company chooses to bypass the qualitative assessment, or if the qualitative assessment indicates that the indefinite-lived intangible asset is more likely than not impaired, a quantitative impairment test must be performed. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss is recognized in an amount equal to the difference. The Company estimates the fair value using an income approach, specifically the relief-from-royalty method, based on the present value of future cash flows. Significant assumptions under the relief-from-royalty method include the royalty rate, projected sales and the discount rate applied to the estimated cash flows. For the year ended December 31, 2020, the Company performed the quantitative analysis for the Zoosk indefinite-lived intangible assets, while performing a qualitative analysis for all other indefinite-lived intangible assets. For the year ended December 31, 2019, the Company performed the quantitative analysis for all indefinite-lived intangible assets. Long-lived Assets Property and Equipment, net Property and equipment is stated at cost. Depreciation and amortization begin at the time the asset is placed into service and are recognized using the straight-line method over the following estimated useful lives as follows: • Office and other equipment: 3 - 5 years • Leasehold improvements: the shorter of the lease term or 5 years Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the Consolidated Statements of Operations and Comprehensive Loss. Internal-Use Software Development Costs The Company capitalizes certain internal-use software development costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. Capitalized internal-use software costs less accumulated amortization are included in Property and equipment, net within the Consolidated Balance Sheets. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the internal use software, which range from 3 to 6 years. Additions and improvements that increase the value or extend the life of an asset are capitalized. For property and equipment and internal-use software development costs, depreciation and amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Definite-lived Intangible Assets The Company's definite-lived intangible assets is primarily attributed to business combinations in previous years. Intangible assets with definite lives are amortized using the straight-line method over their estimated lives. The estimated lives of intangible assets for current and comparative periods are as follows: • Licenses and domains: 2 - 5 years • Brands and trademarks: 10 - 20 years • Other intangible assets: 1 - 6 years Impairment of Long-Lived Assets |
Leases | Leases The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019, using a modified retrospective approach utilizing transition guidance introduced in ASU No. 2018-11, Leases: Targeted Improvements. The Company elected the 'package of practical expedients' permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The Company also elected to continue to recognize lease payments related to short-term leases as an expense on a straight-line basis over the lease term. Upon adoption, the Company recognized right-of-use assets and lease obligations on the Consolidated Balance Sheets for its operating leases of $4.5 million and $4.7 million, respectively. The new standard did not materially impact our consolidated net income or cash flows. The Company leases office space in multiple locations under non-cancelable operating lease agreements. Operating right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represents the Company's obligation to make lease payments arising from the lease, both of which are recognized based on the present value of future minimum lease payments over the lease term at the commencement date, increased for any prepaid lease costs and reduced by any lease incentives. Leases with a lease term of 12 months or less at inception are not recorded within the Consolidated Balance Sheets and are expensed on a straight-line basis over the lease term in the Consolidated Statements of Operations and Comprehensive Loss. The lease payments are discounted at the Company's incremental borrowing rate as the implicit rate in the lease is not readily determinable for most of the Company's leases, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company elected to combine lease and non-lease components on all new or modified leases agreements, which are recognized on a straight-line basis over the term of the lease. |
Fair Value Measurements | Fair Value Measurements Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1— Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2— Other inputs that are directly or indirectly observable in the marketplace for similar assets or liabilities. • Level 3— Unobservable inputs which are supported by little or no market activity. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
Contingencies | ContingenciesThe Company accrues for contingencies when the obligation is probable, and the amount can be reasonably estimated. As facts concerning contingencies become known, the Company reassesses its position and makes appropriate adjustments to the consolidated financial statements. Significant judgement is required to determine both the probability and the estimated amount of loss. These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based on new information and future events. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standard Board ("FASB") issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard is effective for fiscal years beginning after December 15, 2019 on a prospective or retrospective basis, with early adoption permitted. The Company adopted the standard in the first quarter of 2020 using a prospective method. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will become effective for the fiscal year beginning on January 1, 2021. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries will be applied on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income will be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Other amendments will be applied on a prospective basis. The Company will adopt this standard in the first quarter of 2021 and does not expect the adoption to have a material impact to the financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total amounts shown in the Consolidated Statements of Cash Flows: December 31, (in thousands) 2020 2019 Cash and cash equivalents $ 19,267 $ 17,207 Restricted cash included in prepaid expenses and other current assets 1,850 250 Total cash and cash equivalents and restricted cash as shown on the consolidated statement of cash flows $ 21,117 $ 17,457 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes fair value of each major class of consideration transferred on the Acquisition Date: (in thousands) Final merger adjusted cash consideration (1) $ 99,085 Cash consideration holdback amount 9,814 Total merger cash consideration $ 108,899 Spark Networks American Depository Shares (ADSs, in thousands) consideration 12,980 Spark Networks ADS closing price as of July 1, 2019 $ 11.81 Merger stock consideration value $ 153,294 Final merger aggregate consideration $ 262,193 (1) Final merger aggregate adjusted cash consideration has been adjusted as of the Acquisition Date to include the final adjustment surplus determined in January 2020. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the Acquisition Date as well as the resulting goodwill: (in thousands) Acquisition date fair values Cash and cash equivalents $ 6,613 Accounts receivable 7,458 Other current assets 2,792 Goodwill 191,560 Intangible assets 75,741 Deferred tax assets 8,719 Other assets 9,792 Total assets 302,675 Accounts payable (13,040) Deferred revenue (7,130) Other current liabilities (13,195) Other liabilities (7,117) Identifiable net assets acquired and the resulting goodwill $ 262,193 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired in Business Combination | The following table summarizes the components of the acquired intangible assets and estimated useful lives: (in thousands) Acquisition date fair values Weighted-Average Useful Life (Years) Trademark $ 60,860 indefinite Customer relationships 9,870 2 Developed technology 4,990 4 Licenses 21 less than 1 year Total $ 75,741 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2019: Years Ended December 31, (in thousands) 2020 2019 Revenue $ 233,036 $ 250,655 Net loss (46,608) (26,659) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the years ended December 31, 2020 and 2019, revenue was as follows: Years Ended December 31, (in thousands) 2020 2019 Subscription revenue $ 226,823 $ 166,443 Virtual currency revenue 3,535 2,354 Advertising revenue 2,678 2,062 Total Revenue $ 233,036 $ 170,859 |
Revenue from External Customers by Geographic Areas | Revenue disaggregated by geography, based on the billing address of our customers, consists of the following: Years Ended December 31, (in thousands) 2020 2019 United States $ 155,494 $ 100,805 Germany 1,791 2,261 Rest of world 75,751 67,793 Total Revenue $ 233,036 $ 170,859 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of the income (loss) before income taxes are as follows: Years Ended December 31, (in thousands) 2020 2019 Germany $ 224 $ (16,020) Foreign (41,843) (22,510) Total $ (41,619) $ (38,530) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax expense (benefit) are as follows: Years Ended December 31, (in thousands) 2020 2019 Current tax expense (benefit): Germany 1,298 93 Foreign 161 1,641 Total current tax expense (benefit) $ 1,459 $ 1,734 Deferred tax expense (benefit): Germany 3,144 913 Foreign 386 (6,264) Total deferred tax expense (benefit) $ 3,530 $ (5,351) Income tax expense (benefit) $ 4,989 $ (3,617) |
Schedule of Effective Income Tax Rate Reconciliation | Reported income tax expense (benefit) differed from the amounts computed by applying the combined German corporate and trade income tax rate of 30.2% in both 2020 and 2019 to income (loss) before income taxes as a result of the following: Years Ended December 31, (in thousands) 2020 2019 Expense at statutory rate $ (12,558) $ (11,627) Foreign rate differential 4,214 784 Impairment of goodwill 9,808 3,641 Change in valuation allowance 2,496 1,634 Share-based payment arrangements 1,458 485 Unrecognized tax benefits 461 110 Tax credits (737) 465 Other (153) 891 Income tax expense (benefit) $ 4,989 $ (3,617) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets (liabilities) are as follows: Years Ended December 31, (in thousands) 2020 2019 Deferred tax assets: Property and equipment $ 85 $ 147 Intangible assets 467 466 Accrued employee compensation and benefits 48 814 Deferred revenue 531 253 Lease liabilities 1,453 1,799 Interest expense carryforwards 2,985 2,311 Other 965 898 Tax credit carryforwards 9,789 9,308 Tax loss carryforwards 44,611 44,940 Total deferred tax assets 60,934 60,936 Less: valuation allowance (18,336) (14,528) Deferred tax assets, net of valuation allowance 42,598 46,408 Deferred tax liabilities: Intangible assets (13,918) (16,372) Right-of-use assets (1,339) (1,942) Property and equipment (2,636) (2,486) Other (2,176) (408) Total deferred tax liabilities (20,069) (21,208) Net deferred tax assets $ 22,529 $ 25,200 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, (in thousands) 2020 2019 Balance at the beginning of the year $ 3,747 $ 365 Increases for current year tax positions 614 288 Increases for prior year tax positions 232 504 Increases due to business acquisitions — 2,590 Balance at the end of the year $ 4,593 $ 3,747 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Office and other equipment $ 3,821 $ 3,364 Leasehold improvements 373 348 Internally developed software 13,221 10,223 Purchased software 255 240 Total 17,670 14,175 Less: Accumulated depreciation (6,252) (3,864) Property and equipment, net $ 11,418 $ 10,311 Property and equipment, net disaggregated by geography, consists of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 United States $ 1,259 $ 337 Germany 10,159 9,974 Total property and equipment, net $ 11,418 $ 10,311 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the periods indicated: December 31, (in thousands) 2020 2019 Balance as of the beginning of the period $ 199,238 $ 25,462 Business combination — 191,560 Impairment charges (42,713) (17,736) Impact of currency translation 57 (48) Balance as of the end of the period $ 156,582 $ 199,238 |
Schedule of Long-Lived Intangible Assets | Intangible assets consists of the following as of December 31, 2020: December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 Intangible assets consists of the following as of December 31, 2019: December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (2,437) $ — $ — $ 61,363 Long-lived intangible assets: Brands and trademarks 3,025 (2,573) (390) (3) 59 Acquired technology 7,300 — (2,131) — 5,169 Customer relationships 11,420 — (3,600) — 7,820 Licenses and domains 410 — (318) (5) 87 Other 5,203 — (4,916) (5) 282 Total intangible assets $ 91,158 $ (5,010) $ (11,355) $ (13) $ 74,780 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consists of the following as of December 31, 2020: December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 Intangible assets consists of the following as of December 31, 2019: December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (2,437) $ — $ — $ 61,363 Long-lived intangible assets: Brands and trademarks 3,025 (2,573) (390) (3) 59 Acquired technology 7,300 — (2,131) — 5,169 Customer relationships 11,420 — (3,600) — 7,820 Licenses and domains 410 — (318) (5) 87 Other 5,203 — (4,916) (5) 282 Total intangible assets $ 91,158 $ (5,010) $ (11,355) $ (13) $ 74,780 |
Schedule of Long-Lived Intangible Assets, Future Amortization Expense | At December 31, 2020, amortization of long-lived intangible assets for each of the next five years and thereafter is estimated to be as follows: (in thousands) Amortization Expense 2021 $ 4,225 2022 1,281 2023 633 2024 9 2025 9 Thereafter 2 Total estimated amortization expense $ 6,159 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Right-of-use Assets And Liabilities | The following table summarizes the classification of operating lease right-of-use assets and liabilities in the Company's Consolidated Balance Sheets as of December 31, 2020 and 2019: (in thousands) December 31, 2020 December 31, 2019 Assets Right-of-use assets $ 6,338 $ 8,236 Liabilities Short-term: Current lease liabilities $ 1,932 $ 1,872 Long-term: Non-current lease liabilities 4,650 6,539 Total lease liabilities $ 6,582 $ 8,411 |
Schedule of Lease, Cost and Supplemental Cash Flow | The following table summarizes the classification of lease expense in the Company's Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019: Years Ended December 31, (in thousands) 2020 2019 Operating lease expense $ 2,272 $ 1,404 Short-term lease expense 224 246 Sublease income (1,956) (105) Total net lease expense $ 540 $ 1,545 The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019: Years Ended December 31, (in thousands) 2020 2019 Operating cash flow information: Cash paid for operating leases $ 2,211 $ 1,292 Non-cash activity: Right-of-use assets acquired and lease liabilities assumed in acquisition $ — $ 8,004 |
Schedule of Lessee, Operating Lease, Liability, Maturity | At December 31, 2020, the future minimum lease payments under our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2021 $ 2,187 2022 1,780 2023 1,792 2024 1,376 Total lease payments 7,135 Less: Interest (553) Present value of lease liabilities $ 6,582 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Deferred payment to Zoosk's shareholders (1) $ — $ 10,320 Accrued advertising 8,691 6,691 Accrued employee compensation and benefits 2,085 4,771 Accrued value-added, sales, and other non-income-based taxes 6,404 5,704 Accrued professional fees 1,819 1,980 Current portion of lease liabilities 1,932 1,872 Other 7,498 3,642 Accrued expenses and other current liabilities $ 28,429 $ 34,980 |
Other Liabilities | Other liabilities consist of the following as of December 31, 2020 and 2019: December 31, (in thousands) 2020 2019 Deferred payment to Zoosk's shareholders (1) $ 10,373 $ — Lease liabilities, less current portion 4,650 6,539 Sublease security deposit 1,038 1,038 Other 1,480 1,369 Other liabilities $ 17,541 $ 8,946 (1) The deferred payment was originally payable to Zoosk on December 31, 2020. Due to the Second Amendment to Loan Agreement entered into on December 2, 2020, the payment to Zoosk shareholders was deferred to July 1, 2023. Therefore, the balance was reclassified to Other liabilities from Accrued expenses and other current liabilities as of December 31, 2020. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Long-term debt maturities: Years Ended December 31, (in thousands) 2021 $ 19,037 2022 12,600 2023 73,027 Total 104,664 Less: current portion of long-term debt (19,037) Less: unamortized discount (2,302) Less: unamortized debt issuance costs (3,216) Total long-term debt, net $ 80,109 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The Company's future payments related to off-balance sheet contractual obligations as of December 31, 2020 and 2019 are as follows: December 31, (in thousands) 2020 2019 Less than one year $ 6,349 $ 5,417 Between one and five years 7,230 8,757 Total $ 13,579 $ 14,174 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the activity for the Company's options under the 2018 VSOP: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding as of December 31, 2019 345,078 $ 11.70 5.16 Forfeited (18,797) $ 14.19 Outstanding as of December 31, 2020 326,281 $ 11.56 4.15 Options exercisable as of December 31, 2020 293,467 $ 11.44 4.10 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2019 93,473 $ 6.57 Vested (45,211) $ 6.42 Forfeited (15,448) $ 7.22 Unvested as of December 31, 2020 32,814 $ 6.48 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2019 — $ — Granted 1,716,000 $ 4.75 Forfeited (166,000) $ 4.88 Outstanding as of December 31, 2020 1,550,000 $ 4.74 6.22 $ 0.90 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2019 — $ — Granted 1,716,000 $ 3.00 Forfeited (166,000) $ 3.13 Unvested as of December 31, 2020 1,550,000 $ 2.99 The following table summarizes the activity for the Company's zero priced options under the 2020 LTIP: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 — $ — Granted 729,000 $ 6.14 Forfeited (55,000) $ 6.32 Unvested as of December 31, 2020 674,000 $ 6.13 The following table summarizes the activity for the Spark Inc. options: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding and vested as of December 31, 2019 17,400 $ 11.88 4.16 Forfeited (14,050) $ 11.57 Outstanding and vested as of December 31, 2020 3,350 $ 13.17 3.09 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair values and the inputs used in the measurement of the fair value of options issued under the 2018 VSOP are summarized below. Year Ended December 31, 2019 Share price ($) 8.59 - 9.49 Exercise price ($) 8.99 - 9.06 Option life (months) 85 Volatility 37.1 - 38.4% Dividend yield —% Risk-free rate 2.56 - 2.57% The fair value of the virtual stock options is measured using a binomial option-pricing model. The inputs used in the measurement of the fair values at the date of grant are summarized below: Year Ended December 31, 2020 Share price ($) 2.77 - 6.09 Exercise price ($) 2.23 - 4.88 Option life (months) 85 Volatility 40.0% - 49.0% Dividend yield —% Risk-free rate 0.52% - 1.51% Year Ended December 31, 2020 Share price ($) 2.91 - 6.42 Option life (months) 85 Volatility 50.2% - 74.9% Dividend yield —% |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense for all the plans are included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Years Ended December 31, (in thousands) 2020 2019 Cost of revenue, exclusive of depreciation and amortization $ — $ — Sales and marketing 116 516 Customer service 36 12 Technical operations and development 390 642 General and administrative 4,238 1,459 Total stock-based compensation expense $ 4,780 $ 2,629 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the carrying values and the estimated fair values of long-term debt as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 99,146 $ 107,504 $ 107,665 $ 114,398 (1) At December 31, 2020 and 2019, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $5.5 million and $6.3 million, respectively. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 19,267 | $ 17,207 | |
Restricted cash included in prepaid expenses and other current assets | 1,850 | 250 | |
Total cash and cash equivalents and restricted cash as shown on the consolidated statement of cash flows | $ 21,117 | $ 17,457 | $ 12,703 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2020USD ($)unit | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Direct marketing expenses | $ 115,100 | $ 95,600 | ||
Employer matching contribution, percent of match | 100.00% | |||
Employer matching contribution, percent of employees' eligible earnings, maximum | 4.00% | |||
Employer matching contribution, amount | $ 400 | 200 | ||
Number of operating segments | Segment | 2 | |||
Number of reportable segments | Segment | 1 | |||
Number of reporting units | unit | 2 | |||
Right-of-use assets | $ 6,338 | $ 6,338 | 8,236 | |
Lease obligation | $ 6,582 | $ 6,582 | $ 8,411 | |
ASU 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 4,500 | |||
Lease obligation | $ 4,700 | |||
Minimum | Licenses and domains | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years | |||
Minimum | Brands and trademarks | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Minimum | Other Finite-Lived Intangible Asset [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 1 year | |||
Maximum | Licenses and domains | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Maximum | Brands and trademarks | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 20 years | |||
Maximum | Other Finite-Lived Intangible Asset [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 6 years | |||
Office and other equipment | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Office and other equipment | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Leasehold improvements | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Internal-use software | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years | |||
Internal-use software | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 6 years | |||
Revenue from Contract with Customer, Product and Service Benchmark | Advertising and Virtual Currency | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk, percentage (less than) | 2.00% | 2.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | Jul. 01, 2019USD ($)shares | Feb. 29, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||
Business combination, holdback accrued interest rate | 0.020 | 0.120 | ||||
Goodwill | $ 156,582 | $ 156,582 | $ 199,238 | $ 25,462 | ||
Revenue | 233,036 | |||||
Net loss | (46,608) | |||||
Acquisition-related costs | 7,100 | |||||
Transaction costs | 5,900 | |||||
Pro Forma amortization expense of intangible assets | 3,100 | |||||
Pro Forma incremental reduction in revenue | 600 | |||||
Pro Forma interest expense, debt | 4,200 | |||||
Pro Forma transition costs | $ 25,900 | |||||
Zoosk, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Final merger aggregate consideration | $ 262,193 | |||||
Shares issued in business combination (in shares) | shares | 12,980,000 | |||||
Cash consideration including holdback amount | $ 105,000 | |||||
Cash consideration holdback amount | 9,814 | |||||
Escrow Deposit | 1,000 | |||||
Acquisitions of businesses, net of cash acquired | 108,899 | $ 500 | ||||
Goodwill | $ 191,560 | |||||
Revenue | 61,200 | |||||
Net loss | (23,300) | |||||
Severance Costs | 1,200 | |||||
Zoosk, Inc. | Technical operations and development | ||||||
Business Acquisition [Line Items] | ||||||
Severance Costs | 900 | |||||
Zoosk, Inc. | General and administrative | ||||||
Business Acquisition [Line Items] | ||||||
Severance Costs | 100 | |||||
Zoosk, Inc. | Customer service | ||||||
Business Acquisition [Line Items] | ||||||
Severance Costs | 200 | |||||
Zoosk, Inc. | Sales and marketing | ||||||
Business Acquisition [Line Items] | ||||||
Severance Costs | $ 38 |
Business Combinations - Conside
Business Combinations - Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2019 | Feb. 29, 2020 |
Business Acquisition [Line Items] | ||
Final merger adjusted cash consideration | $ 99,085 | |
Zoosk, Inc. | ||
Business Acquisition [Line Items] | ||
Cash consideration holdback amount | 9,814 | |
Total merger cash consideration | $ 108,899 | $ 500 |
Spark Networks American Depository Shares (ADSs, in thousands) consideration | 12,980,000 | |
Spark Networks ADS closing price as of July 1, 2019 | $ 11.81 | |
Merger stock consideration value | $ 153,294 | |
Final merger aggregate consideration | $ 262,193 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2019 | Dec. 31, 2018 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Goodwill | $ 156,582 | $ 199,238 | $ 25,462 | |
Zoosk, Inc. | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash and cash equivalents | $ 6,613 | |||
Accounts receivable | 7,458 | |||
Other current assets | 2,792 | |||
Goodwill | 191,560 | |||
Intangible assets | 75,741 | |||
Deferred tax assets | 8,719 | |||
Other assets | 9,792 | |||
Total assets | 302,675 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Accounts payable | (13,040) | |||
Deferred revenue | (7,130) | |||
Other current liabilities | (13,195) | |||
Other liabilities | (7,117) | |||
Identifiable net assets acquired and the resulting goodwill | $ 262,193 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets and Estimated Useful Lives (Details) - Zoosk, Inc. $ in Thousands | Jul. 01, 2019USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 75,741 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 9,870 |
Weighted-Average Useful Life (Years) | 2 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 4,990 |
Weighted-Average Useful Life (Years) | 4 years |
Licenses | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 21 |
Licenses | Maximum | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 1 year |
Trademark | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets acquired | $ 60,860 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 233,036 | |
Net loss | $ (46,608) | |
Revenue | $ 250,655 | |
Net loss | $ (26,659) |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 233,036 | $ 170,859 |
Subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 226,823 | 166,443 |
Virtual currency revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,535 | 2,354 |
Advertising revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,678 | $ 2,062 |
Revenue - Geographical (Details
Revenue - Geographical (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 233,036 | $ 170,859 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 155,494 | 100,805 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,791 | 2,261 |
Rest of world | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 75,751 | $ 67,793 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 38,304 | $ 36,877 |
Revenue recognized from prior deferred revenue balances | $ 36,000 | $ 22,600 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense (benefit) | $ 4,989 | $ (3,617) | |
Federal statutory income tax rate, percent | (12.00%) | 9.40% | |
Valuation allowance | $ 18,336 | $ 14,528 | |
Valuation allowance, increase (decrease) | 3,800 | 1,600 | |
Undistributed earnings | 48,000 | ||
Unrecognized tax benefits | 4,593 | 3,747 | $ 365 |
Unrecognized tax benefits, income tax penalties and interest accrued | 400 | 100 | |
Unrecognized tax benefits, income tax penalties and interest, increase (decrease) | 300 | ||
Amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 3,000 | ||
Federal Ministry of Finance, Germany | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 143,600 | 129,700 | |
Valuation allowance | 11,800 | 8,200 | |
Valuation allowance, increase (decrease) | 3,600 | 5,600 | |
Israel Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 2,500 | 2,500 | |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss, not subject to expiration | 18,700 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, increase (decrease) | 200 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax credit carryforwards | 6,300 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 169,200 | 182,600 | |
Domestic Tax Authority and State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax credit carryforwards | 14,400 | 13,200 | |
Valuation allowance | $ 4,000 | 3,800 | |
Valuation allowance, increase (decrease) | $ (4,000) |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Germany | $ 224 | $ (16,020) |
Foreign | (41,843) | (22,510) |
Total | $ (41,619) | $ (38,530) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Germany | $ 1,298 | $ 93 |
Foreign | 161 | 1,641 |
Total current tax expense (benefit) | 1,459 | 1,734 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Germany | 3,144 | 913 |
Foreign | 386 | (6,264) |
Total deferred tax expense (benefit) | 3,530 | (5,351) |
Income tax (expense) benefit | $ 4,989 | $ (3,617) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expense at statutory rate | $ (12,558) | $ (11,627) |
Foreign rate differential | 4,214 | 784 |
Impairment of goodwill | 9,808 | 3,641 |
Change in valuation allowance | 2,496 | 1,634 |
Share-based payment arrangements | 1,458 | 485 |
Unrecognized tax benefits | 461 | 110 |
Tax credits | (737) | 465 |
Other | (153) | 891 |
Income tax (expense) benefit | $ 4,989 | $ (3,617) |
Foreign income tax rate differential, percent | 30.20% | 30.20% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Property and equipment | $ 85 | $ 147 |
Intangible assets | 467 | 466 |
Accrued employee compensation and benefits | 48 | 814 |
Deferred revenue | 531 | 253 |
Lease liabilities | 1,453 | 1,799 |
Interest expense carryforwards | 2,985 | 2,311 |
Other | 965 | 898 |
Tax credit carryforwards | 9,789 | 9,308 |
Tax loss carryforwards | 44,611 | 44,940 |
Total deferred tax assets | 60,934 | 60,936 |
Less: valuation allowance | (18,336) | (14,528) |
Deferred tax assets, net of valuation allowance | 42,598 | 46,408 |
Deferred tax liabilities: | ||
Intangible assets | (13,918) | (16,372) |
Right-of-use assets | (1,339) | (1,942) |
Property and equipment | (2,636) | (2,486) |
Other | (2,176) | (408) |
Total deferred tax liabilities | (20,069) | (21,208) |
Net deferred tax assets | $ 22,529 | $ 25,200 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 3,747 | $ 365 |
Increases for current year tax positions | 614 | 288 |
Increases for prior year tax positions | 232 | 504 |
Increases due to business acquisitions | 0 | 2,590 |
Balance at the end of the year | $ 4,593 | $ 3,747 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,670 | $ 14,175 |
Less: Accumulated depreciation | (6,252) | (3,864) |
Property and equipment, net | 11,418 | 10,311 |
Depreciation | 2,100 | 2,100 |
Capitalized internally developed software costs | 2,500 | 4,400 |
Office and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,821 | 3,364 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 373 | 348 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,221 | 10,223 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 255 | $ 240 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 11,418 | $ 10,311 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 1,259 | 337 |
Germany | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 10,159 | $ 9,974 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance as of the beginning of the period | $ 199,238 | $ 25,462 |
Business combination | 0 | 191,560 |
Impairment charges | (42,713) | (17,736) |
Impact of currency translation | 57 | (48) |
Balance as of the end of the period | $ 156,582 | $ 199,238 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | ||
Impairment charge | $ 42,713 | $ 17,736 |
Amortization of Intangible Assets | 7,300 | 4,500 |
Impairment charges, indefinite-lived | 8,500 | $ 2,400 |
Impairment charges, finite-lived | $ 0 | |
Royalty rate | 0.040 | |
Discounts rate | 0.120 | 0.140 |
Zoosk | ||
Goodwill [Line Items] | ||
Accumulated impairment loss | $ 62,700 | $ 17,700 |
Zoosk, Inc. | ||
Goodwill [Line Items] | ||
Impairment charge | $ (42,700) | (16,700) |
Samadhi | ||
Goodwill [Line Items] | ||
Impairment charge | (1,000) | |
Samadhi Brand name | ||
Goodwill [Line Items] | ||
Impairment charges, indefinite-lived | $ 100 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Impairment Charges | $ (8,500) | $ (2,400) |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Impairment Charges | 0 | |
Accumulated Amortization | (18,631) | (11,355) |
Net Carrying Amount | 6,159 | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 91,158 | 91,158 |
Accumulated Impairment Charges | (13,533) | (5,010) |
Currency Translation Impact on Carrying Amount | 5 | (13) |
Net Carrying Amount | $ 58,999 | 74,780 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 year 9 months 18 days | |
Brands and trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 63,800 | 63,800 |
Accumulated Impairment Charges | (10,960) | (2,437) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | 52,840 | 61,363 |
Brands and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,025 | 3,025 |
Accumulated Impairment Charges | (2,573) | (2,573) |
Accumulated Amortization | (409) | (390) |
Currency Translation Impact on Carrying Amount | 4 | (3) |
Net Carrying Amount | $ 47 | 59 |
Brands and trademarks | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 month 6 days | |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,300 | 7,300 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (3,997) | (2,131) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | $ 3,303 | 5,169 |
Acquired technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 year 3 months 18 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,420 | 11,420 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (8,762) | (3,600) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | $ 2,658 | 7,820 |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 4 months 24 days | |
Licenses and domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 410 | 410 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (361) | (318) |
Currency Translation Impact on Carrying Amount | 3 | (5) |
Net Carrying Amount | $ 52 | 87 |
Licenses and domains | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 7 days | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,203 | 5,203 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (5,102) | (4,916) |
Currency Translation Impact on Carrying Amount | (2) | (5) |
Net Carrying Amount | $ 99 | $ 282 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 4 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization of Long-lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 4,225 |
2022 | 1,281 |
2023 | 633 |
2024 | 9 |
2025 | 9 |
Thereafter | 2 |
Total estimated amortization expense | $ 6,159 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, weighted average remaining lease term | 3 years 7 months 6 days | 4 years 4 months 24 days |
Operating lease, weighted average discount rate, percent | 4.60% | 4.50% |
Non-cancellable sublease proceeds with future minimum rental receipts | $ 7.3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 1 month | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 5 years |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use assets | $ 6,338 | $ 8,236 |
Right-of-use assets [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Current lease liabilities | $ 1,932 | $ 1,872 |
Current operating lease liabilities Extensible List] | Other | Other |
Non-current lease liabilities | $ 4,650 | $ 6,539 |
Non-current lease liabilities [Extensible List] | Other liabilities | Other liabilities |
Total lease liabilities | $ 6,582 | $ 8,411 |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,272 | $ 1,404 |
Short-term lease expense | 224 | 246 |
Sublease income | (1,956) | (105) |
Total net lease expense | $ 540 | $ 1,545 |
Leases - Cash Flow (Details)
Leases - Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 2,211 | $ 1,292 |
Right-of-use assets acquired and lease liabilities assumed in acquisition | $ 0 | $ 8,004 |
Leases - Lease Payments (Detail
Leases - Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 2,187 | |
2022 | 1,780 | |
2023 | 1,792 | |
2024 | 1,376 | |
Total lease payments | 7,135 | |
Less: Interest | (553) | |
Present value of lease liabilities | $ 6,582 | $ 8,411 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Deferred payment to Zoosk's shareholders | $ 0 | $ 10,320 |
Accrued advertising | 8,691 | 6,691 |
Accrued employee compensation and benefits | 2,085 | 4,771 |
Accrued value-added, sales, and other non-income-based taxes | 6,404 | 5,704 |
Accrued professional fees | 1,819 | 1,980 |
Current lease liabilities | 1,932 | 1,872 |
Other | 7,498 | 3,642 |
Accrued expenses and other current liabilities | $ 28,429 | $ 34,980 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Deferred payment to Zoosk's shareholders | $ 10,373 | $ 0 |
Lease liabilities, less current portion | 4,650 | 6,539 |
Sublease security deposit | 1,038 | 1,038 |
Other | 1,480 | 1,369 |
Other liabilities | $ 17,541 | $ 8,946 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ in Thousands | Dec. 02, 2020USD ($) | Jul. 01, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Unamortized discount | $ 2,302 | |||
Debt issuance costs | 3,216 | |||
Payments of debt issuance costs | 0 | $ 62 | ||
Outstanding principal | 104,664 | |||
Long-term debt, carrying value | $ 80,109 | |||
Covenant, leverage ratio, maximum | 3 | |||
Liquidity threshold, minimum | $ 10,000 | |||
First Four Quarters | ||||
Debt Instrument [Line Items] | ||||
Covenant, fixed charge, interest coverage ratio, minimum | 1.10 | |||
Second Two Quarters | ||||
Debt Instrument [Line Items] | ||||
Covenant, fixed charge, interest coverage ratio, minimum | 1.25 | |||
Remaining Life | ||||
Debt Instrument [Line Items] | ||||
Covenant, fixed charge, interest coverage ratio, minimum | 0.80 | |||
Covenant, fixed charge, interest coverage ratio, maximum | 1.20 | |||
Covenant, leverage ratio, maximum | 2.60 | |||
Covenant, leverage ratio, minimum | 1.75 | |||
Silicon Valley Bank | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 13,000 | |||
Senior Secured Facilities Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.75% | |||
Debt fee amount | $ 300 | |||
Secured Debt | Senior Secured Facilities Agreement | ||||
Debt Instrument [Line Items] | ||||
Debt term | 4 years | |||
Face amount | $ 125,000 | |||
Secured Debt | Senior Secured Facilities Agreement | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 8.00% | |||
Secured Debt | Senior Secured Facilities Agreement | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 7.00% | |||
Secured Debt | Senior Secured Facilities Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 | |||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Face amount | 120,000 | |||
Outstanding principal | $ 104,700 | |||
Amortization of debt issuance costs | 99,100 | |||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility, Original | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 120,000 | |||
Interest rate, discount percent | 0.030 | |||
Unamortized discount | $ 3,600 | |||
Debt instrument, fee | 3.1 million | |||
Commitment fee amount | $ 600 | |||
Commitment fee percentage | 0.50% | |||
Effective interest rate | 10.70% | |||
Periodic payment | 3,000 | |||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility, Second Amendment | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 6,000 | |||
Debt modification expenses | 1,300 | |||
Payments of debt issuance costs | $ 1,300 | |||
Effective interest rate | 11.30% | |||
Periodic payment, principal | $ 150 |
Long-term Debt - Debt Maturity
Long-term Debt - Debt Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 19,037 | |
2022 | 12,600 | |
2023 | 73,027 | |
Total | 104,664 | |
Less: current portion of long-term debt | (19,037) | $ (15,336) |
Less: unamortized discount | (2,302) | |
Less: unamortized debt issuance costs | (3,216) | |
Total long-term debt, net | $ 80,109 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Less than one year | $ 6,349 | $ 5,417 |
Between one and five years | 7,230 | 8,757 |
Total | $ 13,579 | $ 14,174 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) € / shares in Units, $ in Thousands | Jul. 02, 2019shares | Jun. 30, 2019USD ($)executiveshares | Jun. 30, 2019EUR (€)executive€ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2020€ / sharesshares | Dec. 31, 2019€ / sharesshares | Dec. 31, 2018shares |
Class of Stock [Line Items] | ||||||||
Common stock, issued (in shares) | 2,661,386 | 2,661,386 | ||||||
Common stock, outstanding (in shares) | 2,605,689 | 2,605,689 | ||||||
Treasury stock, shares (in shares) | (55,697) | (55,697) | ||||||
Share-based payment arrangement, expense | $ | $ 4,780 | $ 2,629 | ||||||
Common stock, nominal value (in Euro per share) | € / shares | € 1 | € 1 | ||||||
Zoosk | ||||||||
Class of Stock [Line Items] | ||||||||
Options granted related to a business acquisition (in shares) | 952,018 | 952,018 | ||||||
Number of executives options granted to | executive | 5 | 5 | ||||||
Share-based payment arrangement, expense | $ | $ 2,200 | |||||||
Options, exercises in period (in shares) | 636,492 | 636,492 | ||||||
Repurchase of options (in shares) | 315,526 | 315,526 | ||||||
Stock options repurchased (in Euro per share) | € / shares | € 0.01 | |||||||
Shares issued in business combination (in shares) | 1,298,000 | |||||||
American Depository Share (ADS) | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion ratio | 0.1 | |||||||
Shares, issued (in shares) | 26,056,890 | |||||||
Shares, outstanding (in shares) | 26,056,890 | |||||||
American Depository Share (ADS) | Zoosk | ||||||||
Class of Stock [Line Items] | ||||||||
Options, exercises in period (in shares) | 465,190 | 465,190 | ||||||
Stock issued during period, shares, acquisitions (in shares) | 46,519 | 46,519 | ||||||
Shares issued in business combination (in shares) | 12,980,000 | |||||||
Ordinary Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, outstanding (in shares) | 2,661,386 | 2,661,386 | 1,316,867 | |||||
Stock issued during period, shares, acquisitions (in shares) | 1,298,000 | |||||||
Ordinary Shares | Zoosk | ||||||||
Class of Stock [Line Items] | ||||||||
Options, exercises in period (in shares) | 46,519 | 46,519 | ||||||
Stock issued during period, shares, acquisitions (in shares) | 4,652 | 4,652 | ||||||
Stock issued for options exercised (in shares) | € | € 1 | |||||||
Excess number of issued shares over stock options exercised (in shares) | 41,867 | 41,867 | ||||||
Treasury Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, outstanding (in shares) | (55,697) | (55,697) | (18,070) |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Virtual Stock Option Plan 2018 | ||
Number of Options | ||
Beginning Balance (in shares) | 345,078 | |
Forfeited (in shares) | (18,797) | |
Ending Balance (in shares) | 326,281 | 345,078 |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 11.70 | |
Forfeitures (in dollars per share) | 14.19 | |
Outstanding at Ending Balance (in dollars per share) | $ 11.56 | $ 11.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options exercisable (in shares) | 293,467 | |
Options exercisable weighted average exercise price ( in dollars per share) | $ 11.44 | |
Weighted Average Remaining Contractual Term | 4 years 1 month 24 days | 5 years 1 month 28 days |
Options Exercisable Weighted Average Remaining Contractual Term | 4 years 1 month 6 days | |
Long Term Incentive Plan 2020 | ||
Number of Options | ||
Beginning Balance (in shares) | 0 | |
Granted (in shares) | 1,716,000 | |
Forfeited (in shares) | (166,000) | |
Ending Balance (in shares) | 1,550,000 | 0 |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 4.75 | |
Forfeitures (in dollars per share) | 4.88 | |
Outstanding at Ending Balance (in dollars per share) | $ 4.74 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options Exercisable Weighted Average Remaining Contractual Term | 6 years 2 months 19 days | |
Aggregate Intrinsic Value | $ 0.90 | |
Spark Inc. 2007 Plan | ||
Number of Options | ||
Beginning Balance (in shares) | 17,400 | |
Forfeited (in shares) | (14,050) | |
Ending Balance (in shares) | 3,350 | 17,400 |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 11.88 | |
Forfeitures (in dollars per share) | 11.57 | |
Outstanding at Ending Balance (in dollars per share) | $ 13.17 | $ 11.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term | 3 years 1 month 2 days | 4 years 1 month 28 days |
Stock-based Compensation - Unve
Stock-based Compensation - Unvested Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Virtual Stock Option Plan 2018 | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 93,473 |
Vested (in shares) | shares | (45,211) |
Forfeited (in shares) | shares | (15,448) |
Unvested, Ending Balance (in shares) | shares | 32,814 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.57 |
Vested (in dollars per share) | $ / shares | 6.42 |
Forfeited (in dollars per share) | $ / shares | 7.22 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 6.48 |
Long Term Incentive Plan 2020 | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,716,000 |
Forfeited (in shares) | shares | (166,000) |
Unvested, Ending Balance (in shares) | shares | 1,550,000 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 3 |
Forfeited (in dollars per share) | $ / shares | 3.13 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 2.99 |
Long Term Incentive Plan 2020 | Zero Priced Options | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 0 |
Granted (in shares) | shares | 729,000 |
Forfeited (in shares) | shares | (55,000) |
Unvested, Ending Balance (in shares) | shares | 674,000 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.14 |
Forfeited (in dollars per share) | $ / shares | 6.32 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 6.13 |
Stock-based Compensation - Inpu
Stock-based Compensation - Inputs used in the Measurement of the Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Virtual Stock Option Plan 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option life (in months) | 85 months | |
Volatility, minimum | 37.10% | |
Volatility, maximum | 38.40% | |
Dividend yield | 0.00% | |
Risk-free interest rate, minimum | 2.56% | |
Risk-free interest rate, maximum | 2.57% | |
Long Term Incentive Plan 2020 | Virtual Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option life (in months) | 85 months | |
Volatility, minimum | 40.00% | |
Volatility, maximum | 49.00% | |
Dividend yield | 0.00% | |
Risk-free interest rate, minimum | 0.52% | |
Risk-free interest rate, maximum | 1.51% | |
Long Term Incentive Plan 2020 | Zero Priced Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option life (in months) | 85 months | |
Volatility, minimum | 50.20% | |
Volatility, maximum | 74.90% | |
Dividend yield | 0.00% | |
Minimum | Virtual Stock Option Plan 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 8.59 | |
Exercise Price | 8.99 | |
Minimum | Long Term Incentive Plan 2020 | Virtual Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 2.77 | |
Exercise Price | 2.23 | |
Minimum | Long Term Incentive Plan 2020 | Zero Priced Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | 2.91 | |
Maximum | Virtual Stock Option Plan 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | 9.49 | |
Exercise Price | $ 9.06 | |
Maximum | Long Term Incentive Plan 2020 | Virtual Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | 6.09 | |
Exercise Price | 4.88 | |
Maximum | Long Term Incentive Plan 2020 | Zero Priced Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 6.42 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,780 | $ 2,629 |
Cost of revenue, exclusive of depreciation and amortization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 116 | 516 |
Customer service | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 36 | 12 |
Technical operations and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 390 | 642 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,238 | $ 1,459 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long Term Incentive Plan 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeited (in dollars per share) | $ 3.13 | |
Cost not yet recognized, amount | $ 4.4 | |
Cost not yet recognized, period for recognition | 3 years 1 month 23 days | |
Forfeitures (in dollars per share) | $ 4.88 | |
Award vesting term | 85 months | |
Award vesting rights, percentage | 25.00% | |
Additional award vesting rights, percentage | 0.0625 | |
Long Term Incentive Plan 2020 | Virtual Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 3,000,000 | |
Number of shares available for future grant | 450,000 | |
Long Term Incentive Plan 2020 | Zero Priced Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Forfeited (in dollars per share) | $ 6.32 | |
Number of shares authorized for issuance | 1,000,000 | |
Number of shares available for future grant | 326,000 | |
Spark Inc. 2007 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Repurchase of stock options | 5,000 | |
Forfeitures (in dollars per share) | $ 11.57 | |
Repurchase of stock options (in USD per share) | $ 0.01 | |
Virtual Stock Option Plan 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, vested in period, fair value | $ 0.3 | $ 1.5 |
Forfeited (in dollars per share) | $ 7.22 | |
Cost not yet recognized, amount | $ 0.1 | |
Cost not yet recognized, period for recognition | 1 year 6 months | |
Forfeitures (in dollars per share) | $ 14.19 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount and debt issuance costs | $ 5,500 | $ 6,300 |
Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, net | 99,146 | 107,665 |
Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, net | $ 107,504 | $ 114,398 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Affiliated marketing agency | Marketing expenses | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 0.3 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Limited Waiver Agreement $ in Millions | Mar. 05, 2021USD ($) |
Subsequent Event [Line Items] | |
Debt fee amount | $ 0.5 |
Payment in kind, increase to principal amount | $ 0.3 |