Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Address, Postal Zip Code | 10999 | ||
Country Region | +49 | ||
City Area Code | 30 | ||
Local Phone Number | 868000 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 99.7 | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,617,397 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Central Index Key | 0001705338 | ||
American Depository Share (ADS) | |||
Document Information [Line Items] | |||
Title of 12(b) Security | American Depository Shares each representing one-tenth of an ordinary share | ||
Trading Symbol | LOV | ||
Security Exchange Name | NASDAQ | ||
Ordinary Shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, €1.00 nominal value per share* | ||
Trading Symbol | LOV | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Auditor Information [Abstract] | ||
Auditor Name | BDO USA, LLP | KPMG AG Wirtschaftsprüfungsgesellschaft |
Auditor Location | New York, NY | Berlin, Germany |
Auditor Firm ID | 243 | 1021 |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Thousands | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Current assets: | ||
Cash and cash equivalents | $ 16,141 | $ 19,267 |
Accounts receivable, net of allowance of $368 and $93, respectively | 6,261 | 5,507 |
Prepaid expenses | 3,201 | 4,366 |
Other current assets | 1,085 | 2,140 |
Total current assets | 26,688 | 31,280 |
Property and equipment, net | 3,613 | 11,418 |
Goodwill | 134,744 | 156,582 |
Intangible assets, net | 29,369 | 58,999 |
Deferred tax assets | 7,623 | 23,522 |
Other assets | 7,764 | 8,642 |
Total assets | 209,801 | 290,443 |
Current liabilities: | ||
Current portion of long-term debt | 17,593 | 19,037 |
Accounts payable | 11,474 | 11,127 |
Deferred revenue | 36,973 | 38,304 |
Accrued expenses and other current liabilities | 27,042 | 28,429 |
Total current liabilities | 93,082 | 96,897 |
Long-term debt, net of current portion | 64,531 | 80,109 |
Deferred tax liabilities | 1,077 | 993 |
Other liabilities | 18,418 | 17,541 |
Total liabilities | 177,108 | 195,540 |
Contingencies (Note 10) | ||
Common Stock, Shares Authorized | shares | 3,521,005 | 3,521,005 |
Common stock, outstanding (in shares) | shares | 2,617,397 | 2,605,689 |
Common stock, issued (in shares) | shares | 2,661,386 | 2,661,386 |
Treasury stock, shares (in shares) | shares | 43,989 | 55,697 |
Shareholders' Equity: | ||
Common stock, €1.00 nominal value; 3,521,005 shares authorized; 2,661,386 shares issued; 2,617,397 and 2,605,689 shares outstanding as of December 31, 2021 and December 31, 2020, respectively | $ 3,064 | $ 3,064 |
Treasury stock, at €1.00 nominal value; 43,989 and 55,697 shares as of December 31, 2021 and December 31, 2020, respectively | (48) | (61) |
Additional paid-in capital | 223,103 | 220,852 |
Accumulated deficit | (200,403) | (132,248) |
Accumulated other comprehensive income | 6,977 | 3,296 |
Total shareholders' equity | 32,693 | 94,903 |
Total liabilities and shareholders' equity | $ 209,801 | $ 290,443 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2021USD ($)shares | Dec. 31, 2021€ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020€ / shares |
Current assets: | ||||
Accounts receivable, allowance | $ | $ 368 | $ 93 | ||
Shareholders' Equity: | ||||
Common stock, nominal value (in Euro per share) | € / shares | € 1 | € 1 | ||
Common stock, issued (in shares) | 2,661,386 | 2,661,386 | ||
Common stock, outstanding (in shares) | 2,617,397 | 2,605,689 | ||
Treasury stock, shares (in shares) | 43,989 | 55,697 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 216,905 | $ 233,036 |
Operating costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 131,974 | 142,459 |
Selling, general and administrative expenses | 59,408 | 63,136 |
Depreciation and amortization | 6,593 | 9,384 |
Impairment of goodwill, intangible assets, and capitalized software | 52,950 | 51,236 |
Total operating costs and expenses | 250,925 | 266,215 |
Operating loss | (34,020) | (33,179) |
Other income (expense): | ||
Interest income | 0 | 74 |
Interest expense | (13,453) | (13,355) |
(Loss) gain on foreign currency transactions | (2,918) | 3,771 |
Other income | 634 | 1,070 |
Total other expense, net | (15,737) | (8,440) |
Loss before income taxes | (49,757) | (41,619) |
Income tax expense | (18,398) | (4,989) |
Net loss | (68,155) | (46,608) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 3,681 | (4,455) |
Comprehensive loss | $ (64,474) | $ (51,063) |
Loss per share: | ||
Basic loss per share (in USD per share) | $ (26.10) | $ (17.89) |
Diluted loss per share (in USD per share) | $ (26.10) | $ (17.89) |
Weighted average shares outstanding: | ||
Basic (in shares) | 2,610,873 | 2,605,689 |
Diluted (in shares) | 2,610,873 | 2,605,689 |
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, 2019 | 2,661,386 | (55,697) | ||||
Beginning 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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 2,725 | 2,725 | ||||
Treasury stock issued during period, shares, equity-based plans (in shares) | (11,708) | 11,708 | ||||
Treasury stock issued during period, value, equity-based plans | $ (461) | $ 13 | (474) | |||
Net loss | (68,155) | (68,155) | ||||
Foreign currency translation adjustment | $ 3,681 | 3,681 | ||||
End of period (in shares) at Dec. 31, 2021 | 2,617,397 | 2,661,386 | (43,989) | |||
End of period at Dec. 31, 2021 | $ 32,693 | $ 3,064 | $ (48) | $ 223,103 | $ (200,403) | $ 6,977 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net cash provided by operating activities | ||
Net loss | $ (68,155) | $ (46,608) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 6,593 | 9,384 |
Impairment of goodwill, intangible assets, and capitalized software | 52,950 | 51,236 |
Loss on tangible and intangible assets | 0 | 341 |
Unrealized loss (gain) on foreign currency transactions | 2,835 | (2,921) |
Stock-based compensation expense | 2,725 | 4,780 |
Amortization of debt issuance costs and accretion of debt discounts | 4,125 | 3,874 |
Deferred tax expense | 15,341 | 3,530 |
Provision for credit losses | 458 | 307 |
Non-cash lease expense | 1,971 | 1,936 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,381) | 855 |
Prepaid expenses and other current assets | 547 | 192 |
Other assets | 337 | (138) |
Accounts payable, accrued expenses, and other current liabilities | (61) | (5,755) |
Other liabilities | (1,877) | (1,743) |
Deferred revenue | 255 | (320) |
Net cash provided by operating activities | 16,663 | 18,950 |
Net cash used in investing activities | ||
Capital expenditures | (1,086) | (2,734) |
Acquisitions of businesses, net of cash acquired | 0 | (513) |
Net cash used in investing activities | (1,086) | (3,247) |
Net cash used in financing activities | ||
Proceeds from debt, net of issuance costs | 0 | 4,634 |
Repayment of debt | (19,397) | (15,311) |
Payments directly related to debt facility | (523) | 0 |
Net cash used in financing activities | (19,920) | (10,677) |
Net change in cash and cash equivalents and restricted cash | (4,343) | 5,026 |
Effects of exchange rate fluctuations on cash and cash equivalents and restricted cash | (495) | (1,366) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (4,838) | 3,660 |
Cash and cash equivalents and restricted cash at beginning of period | 21,117 | 17,457 |
Cash and cash equivalents and restricted cash at end of period | 16,279 | 21,117 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 9,251 | 10,572 |
Cash paid for income taxes | $ 114 | $ 779 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 a leader in social dating platforms for meaningful relationships focusing on the 40+ age demographic and faith-based affiliations, including Zoosk, Inc. ("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. The Company is domiciled in Germany with significant corporate operations, including executive leadership, accounting and finance, located in the United States. 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 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, 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. Liquidity and Capital Resources The Company's financial statements are prepared in accordance with U.S. GAAP, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, incurred impairment charges to its Zoosk goodwill and intangible assets and has a working capital deficiency. These factors are potential indications of the Company's inability to continue as a going concern. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The Company's plans to alleviate these indicators include growing its subscriber base by improving its marketing techniques and implementing new features to increase customer engagement on its various platforms. Further, the Company has plans in place to refinance the existing debt to provide more covenant flexibility and allowing more resources to be invested into the business to drive growth. The Company's plans, which include refinancing the debt, along with its current cash and cash equivalents, and cash flow from operations, is expected to be sufficient to meet its anticipated cash requirements for financial liabilities, capital expenditures and contractual obligations, for at least the next 12 months from the issuance of these financial statements. On March 11, 2022, the Company completed the successful refinancing of its existing term and revolving facility. Refer to Note 15 for additional information. 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 Accrued expenses and other current liabilities 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. As subscriptions terms do not exceed one year, the Company applies the practical expedient for the recognition of incremental costs of obtaining a contract, and expenses them as incurred. Revenue is also earned from virtual currency and advertising. 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 3% 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 $105.8 million and $115.1 million for 2021 and 2020, 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. The Company's matching contribution expense in 2021 and 2020 totaled $0.1 million and $0.4 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 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 stock option grant using the capped-call Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that options granted are expected to be outstanding, using the simplified method, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. Expected volatility is estimated based on a combination of implied market volatilities, historical volatility of our stock price and other factors. The Company’s dividend yield is based on forecasted expected payments, which are expected to be zero, and the risk-free rate is derived from the U.S Treasury yield curve in effect at the time of grant. In a net settlement of an award, the Company does not receive payment of the exercise price from the employees but reduces the number of ADRs issued. In addition, the Company net settles for the purposes of payment of a grantee's minimum income tax obligation. ADRs issued pursuant to the exercise of the awards are issued from the Company's treasury shares. 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. Earnings per share Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period after adjusting for dilutive securities, such as awards under equity compensation plans. Dilutive potential common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercise of equity awards and the average amount of unrecognized compensation expense for equity awards are assumed to be used to repurchase shares. As of December 31, 2021 and 2020, diluted loss per share excludes 988,180 and 296,817 potentially dilutive common shares, respectively, related to vested option awards, as their effect was anti-dilutive. 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) 2021 2020 Cash and cash equivalents $ 16,141 $ 19,267 Restricted cash included in other current assets 138 1,850 Total cash and cash equivalents and restricted cash as shown on the consolidated statements of cash flows $ 16,279 $ 21,117 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. As of December 31, 2021 and 2020, accounts receivable is presented net of an allowance for credit losses of $0.4 million and $0.1 million, respectively. In the years ended December 31, 2021 and 2020, the Company recognized credit loss expense of $0.5 million and $0.3 million, respectively, which is included as a component of Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Concentration of Credit Risk Financial instruments that can 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. The Federal Deposit Insurance Corporation (“FDIC”) insures up to $250,000 per depositor at each financial institution. Users primarily purchase our services through the Company's mobile app and desktop stores. Payments made through these stores are processed by third-party payment providers. At December 31, 2021, two payment providers accounted for approximately 46% and 35%, respectively, of our accounts receivables, net. The comparable amounts at December 31, 2020 were 32% and 47%, respectively. 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. The Company also maintains allowances to reserve for potential refunds or chargebacks issued to users. These amounts are based on historical evidence. 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. The Company has two operating segments, Zoosk and Spark, which share similar economic and other qualitative characteristics, and are aggregated together as one reportable segment. 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. 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 years ended December 31, 2021 and 2020, the Company has two reporting units. The fair value of the reporting units is determined using an income approach based on discounted cash flow ("DCF") model and a market approach based on appropriate valuation multiples observed for the reporting unit's guideline public companies. 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. 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. For the years ended December 31, 2021 and 2020, the Company performed the quantitative assessment of 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 years ended December 31, 2021 and 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. 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 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 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, 2021 and 2020, 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. COVID-19 Update During 2020, the novel coronavirus ("COVID-19") outbreak spread worldwide and was declared a global pandemic in March 2020. Despite challenging economic conditions on consumers, we maintained stable churn levels during the period and experienced positive user engagement. The global outbreak of COVID-19 continues to rapidly evolve. Management is actively monitoring the global situation and potential impact on its business. The effects of COVID-19 did not have a material |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure | Business CombinationsOn March 21, 2019, the Company entered into a merger agreement (the "Merger Agreement") with Zoosk, Inc. ("Zoosk"), to acquire 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. 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 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. The holdback amount, including accrued interest balances as of December 31, 2021 and 2020 of $1.5 million and $0.3 million, respectively, is included as Other liabilities within the Consolidated Balance Sheets. 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 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the years ended December 31, 2021 and 2020, revenue was as follows: Year Ended December 31, (in thousands) 2021 2020 Subscription revenue $ 208,796 $ 226,823 Virtual currency revenue 4,885 3,535 Advertising revenue 3,224 2,678 Total Revenue $ 216,905 $ 233,036 Revenue disaggregated by geography, based on where the revenue is generated, consists of the following: Year Ended December 31, (in thousands) 2021 2020 United States $ 141,973 $ 155,494 Germany 1,468 1,791 Rest of world 73,464 75,751 Total Revenue $ 216,905 $ 233,036 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes Income Tax Expense For the years ended December 31, 2021 and 2020, the Company recorded income tax expense of $18.4 million and $5.0 million, respectively, which reflects an effective tax rate of (37.0)% and (12.0)%, respectively. The Company's income tax expense in 2021 was primarily driven by U.S. Federal and state taxes, change in valuation allowance on Federal & state deferred tax assets and German net operating losses and interest carryforwards, and non-deductible German share-based compensation arrangements. The Company's income tax expense in 2020 was primarily driven by U.S. Federal and state taxes, valuation allowance on German net operating losses and interest carryforwards, and non-deductible German share-based compensation arrangements. The components of the income (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2021 2020 Germany $ (5,852) $ 224 Foreign (43,905) (41,843) Total $ (49,757) $ (41,619) The components of the income tax expense are as follows: Years Ended December 31, (in thousands) 2021 2020 Current tax expense: Germany 2,260 1,298 Foreign 797 161 Total current tax expense $ 3,057 $ 1,459 Deferred tax expense: Germany 239 3,144 Foreign 15,102 386 Total deferred tax expense $ 15,341 $ 3,530 Income tax expense $ 18,398 $ 4,989 The statutory 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 differed from the amounts computed by applying the combined German corporate and trade income tax rate of 30.2% in both 2021 and 2020 to income (loss) before income taxes as a result of the following: Year Ended December 31, (in thousands) 2021 2020 Income tax (benefit) at statutory rate $ (15,014) $ (12,558) Foreign tax rate differential 10,538 4,214 Impairment of goodwill 4,575 9,808 Change in valuation allowance 16,659 2,496 Share-based payment arrangements 832 1,458 Unrecognized tax benefits 255 461 Tax credits 340 (737) Other 213 (153) Income tax expense $ 18,398 $ 4,989 Components of Deferred Tax Assets and Liabilities Significant components of deferred tax assets (liabilities) are as follows: Years Ended December 31, (in thousands) 2021 2020 Deferred tax assets: Property and equipment $ 49 $ 85 Intangible assets 401 467 Accrued employee compensation and benefits 26 48 Deferred revenue 737 531 Lease liabilities 1,289 1,453 Interest expense carryforwards 4,567 2,985 Other 1,753 965 Tax credit carryforwards 9,323 9,789 Tax loss carryforwards 38,018 44,611 Total deferred tax assets 56,163 60,934 Less: valuation allowance (40,233) (18,336) Deferred tax assets, net of valuation allowance 15,930 42,598 Deferred tax liabilities: Intangible assets (7,013) (13,918) Right-of-use assets (1,006) (1,339) Property and equipment (356) (2,636) Other (1,009) (2,176) Total deferred tax liabilities (9,384) (20,069) Net deferred tax assets $ 6,546 $ 22,529 At December 31, 2021, the Company had German and foreign net operating losses of approximately $111.4 million and $155.0 million, respectively. At December 31, 2020, the Company had German and foreign net operating losses of approximately $143.6 million and $169.2 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 expire beginning December 31, 2025 through December 31, 2037. The U.S. state net operating loss carryforward will expire beginning December 31, 2030 through December 31, 2040. 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. Furthermore, under current German tax laws, certain substantial changes in the Group’s ownership and business may further limit the amount of German net operating loss carryforwards, which could otherwise be utilized annually to offset future taxable income. At December 31, 2021 and 2020, the Company has U.S. Federal and state tax credit carryforwards of approximately $13.7 million and $14.4 million, respectively, which primarily relate to Research and Development ("R&D") tax credits. These tax credits will expire beginning December 31, 2027 through December 31, 2039 for U.S. Federal purposes and December 31, 2022 through December 31, 2028 for U.S. state purposes. The U.S. state R&D tax credits of $6.4 million have an unlimited carryforward period. Periodically, the Company considers both positive and negative evidence related to the likelihood of realization of its 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. As of December 31, 2021, the Company's valuation allowance on its U.S. Federal and state deferred tax assets was $23.8 million primarily related to net operating loss and tax credit carryforwards and $2.5 million related to Israel net deferred tax assets, primarily made up of cumulative loss carryforwards. 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 and $2.5 million related to Israel net deferred tax assets, primarily made up of cumulative loss carryforwards. As of December 31, 2021, the Company has a valuation allowance on all of its Federal, state, and Israel deferred tax assets with the exception of $1.1 million which could be offset against deferred tax payables. The Company has determined, after evaluating all positive and negative historical and prospective evidence, that it is more-likely-than-not that these U.S. assets will not be realized. The U.S. valuation allowance increased by $19.8 million during 2021 which was primarily due to establishing an additional valuation allowance on certain Federal deferred tax assets along with all additional state net operating losses and credits that were not offset by a valuation allowance at the end of December 31, 2020. The change was as a result of increases in U.S. deferred tax assets for which there existed uncertainty about our future ability to fully utilize the assets. In addition, as of December 31, 2021 and 2020, management determined that a valuation allowance of $13.9 million and $11.8 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 $2.1 million increase in the valuation allowance during 2021 is primarily driven by an increase in German 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, 2021 and December 31, 2020. 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, 2021, the amount of undistributed earnings was $76.1 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, 2021, the incremental taxes are estimated to be $4.9 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. 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, (in thousands) 2021 2020 Balance at the beginning of the year $ 4,593 $ 3,747 Increases for current year tax positions 242 614 Increases (decreases) for prior year tax positions (104) 232 Statute of limitation expirations — — Settlements with taxing authorities — — Balance at the end of the year $ 4,731 $ 4,593 As of December 31, 2021 and 2020, the Company has $4.7 million and $4.6 million of unrecognized tax benefits, respectively. As of December 31, 2021 and 2020, the Company has recognized $0.7 million and $0.4 million of interest and penalties respectively. The Company recognized an increase to interest and penalties of $0.3 million. Of the $4.7 million of unrecognized tax benefits as of December 31, 2021, $1.3 million would impact the effective tax rate if recognized. The Company’s policy is to classify interest and penalties on uncertain tax positions 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 2018 through 2020 tax years. U.S. state income tax returns are subject to examination for the 2017 through 2020 tax years. The Company is subject to examination in Israel for the 2016 through 2020 tax years and in France for the 2018 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 2016-2019. 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. 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. 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, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following as of December 31, 2021 and 2020: December 31, (in thousands) 2021 2020 Office and other equipment $ 2,526 $ 3,821 Leasehold improvements 344 373 Internally developed software 3,633 13,221 Purchased software 1,108 255 Total 7,611 17,670 Less: Accumulated depreciation (3,998) (6,252) Property and equipment, net $ 3,613 $ 11,418 Depreciation expense was $2.4 million and $2.1 million for the years ended December 31, 2021 and 2020. The Company capitalized $0.7 million and $2.5 million of internally developed software costs for the years ended December 31, 2021 and 2020. The Company performed its annual review of internally developed software for the year ended December 31, 2021, and determined to abandon various software development projects that the Company concluded were no longer a current strategic fit based on new product initiatives and focus areas for the organization. The Company wrote-off internally developed software with a cost of $8.4 million and accumulated depreciation of $2.6 million. As a result, for the year ended December 31, 2021, the Company recognized an impairment charge of $5.8 million. Property and equipment, net disaggregated by geography, consists of the following as of December 31, 2021 and 2020: December 31, (in thousands) 2021 2020 United States $ 742 $ 1,259 Germany 2,871 10,159 Total property and equipment, net $ 3,613 $ 11,418 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
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. The fair value of the reporting units was determined using a combination of an income based approach based on a present value cash flow model and a market approach based on appropriate valuation multiples observed for the reporting unit's guideline public companies. During the second quarter of 2021, the Company lowered its financial expectations for the remainder of 2021 due to introduction of enhanced cybersecurity measures to address increased risk of cybersecurity attacks, delays in product initiatives and a more uncertain COVID-19 outlook. The Company determined that these factors constituted an interim triggering event as of the end of the second quarter of 2021, and performed an impairment analysis with regard to its indefinite-lived intangible assets and goodwill. For the quarter ended June 30, 2021, as a result of the interim goodwill impairment test, the fair value of the Spark reporting unit exceeded the carrying amount, and as a result, no goodwill impairment was recorded. Goodwill assigned to the Spark reporting unit was $24.5 million. For the Zoosk reporting unit, the fair value did not exceed the carrying value, and the Company recorded a goodwill impairment charge of $21.8 million. In connection with its annual impairment assessment, the Company performed a quantitative impairment analysis for the Zoosk reporting unit and a qualitative impairment analysis for the Spark reporting unit, and based on the results of that test, no impairment was indicated. 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 following table summarizes the changes in the carrying amount of goodwill for the periods indicated: (in thousands) Balance as of January 1, 2020 $ 199,238 Impairment charges (42,713) Impact of currency translation 57 Balance as of December 31, 2020 $ 156,582 Impairment charges (21,786) Impact of currency translation (52) Balance as of December 31, 2021 $ 134,744 The total accumulated impairment loss of the Company's goodwill was $84.5 million and $62.7 million as of December 31, 2021 and 2020. Intangible assets consists of the following as of December 31, 2021: December 31, 2021 (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 $ (36,360) $ — $ — $ 27,440 Long-lived intangible assets: Brands and trademarks 0.1 86 — (50) — 36 Acquired technology 1.5 5,910 — (4,039) — 1,871 Customer relationships 0.0 10,780 — (10,780) — — Licenses and domains 0.0 205 — (183) — 22 Other 0.0 470 — (470) — — Total intangible assets 1.6 $ 81,251 $ (36,360) $ (15,522) $ — $ 29,369 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 For the interim assessment for the quarter ended June 30, 2021, the Company recognized an impairment charge of $10.3 million for the Zoosk indefinite-lived trade name. 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 used a royalty rate of 4% and discount rate of 14.5%. As part of the Company's annual assessment, the Company performed a qualitative assessment for Jdate and Christian Networks and a quantitative assessment for Zoosk. The Company recognized an additional impairment charge of $15.1 million for Zoosk using a royalty rate of 4% and discount rate of 21%. No impairment charge was recorded for the long-lived intangible assets for the years ended December 31, 2021 and 2020. 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, while we recorded an impairment charge of $8.5 million for Zoosk for the year ended December 31, 2020. The Company used a royalty rate of 4% and a discount rate of 13.5%. Amortization expense for the years ended December 31, 2021 and 2020 were $4.2 million and $7.3 million, respectively. At December 31, 2021, amortization of long-lived intangible assets for each of the next five years is estimated to be as follows: (in thousands) Amortization Expense 2022 1,279 2023 632 2024 8 2025 8 2026 2 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company's lease portfolio includes lease arrangements for its offices. Such leases generally have remaining terms between 2 years and 3 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. In July 2021, the Company entered into an agreement to extend the office lease in Berlin until January 31, 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, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Assets Right-of-use assets $ 5,911 $ 6,338 Liabilities Short-term: Current lease liabilities $ 2,325 $ 1,932 Long-term: Non-current lease liabilities 3,887 4,650 Total lease liabilities $ 6,212 $ 6,582 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, 2021 and 2020: Years Ended December 31, (in thousands) 2021 2020 Operating lease expense $ 2,237 $ 2,272 Short-term lease expense 138 224 Sublease income (1,956) (1,956) Total net lease expense $ 419 $ 540 The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020: Years Ended December 31, (in thousands) 2021 2020 Operating cash flow information: Cash paid for operating leases $ 2,170 $ 2,211 Cash received from sublease $ 1,905 $ 1,753 Non-cash activity: Right-of-use assets and lease liabilities recognized in lease modification $ 1,626 $ — The weighted average remaining term for our leases as of December 31, 2021 and 2020 was 2.6 years and 3.6 years, respectively. The weighted average discount rate for our leases as of December 31, 2021 and 2020 was 4.0% and 4.6%, respectively. At December 31, 2021, the future minimum lease payments under our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2022 $ 2,523 2023 2,575 2024 1,441 Total lease payments 6,539 Less: Interest (327) Present value of lease liabilities $ 6,212 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Accrued advertising $ 6,483 $ 8,691 Accrued employee compensation and benefits 1,487 2,085 Accrued professional fees 835 1,819 Accrued service providers 1,806 2,433 Accrued value-added, sales, and other non-income-based taxes 8,837 8,897 Current portion of income tax payable 3,733 1,536 Current portion of lease liabilities 2,325 1,932 Other 1,536 1,036 Accrued expenses and other current liabilities $ 27,042 $ 28,429 Other liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Deferred payment to Zoosk's shareholders $ 11,545 $ 10,373 Lease liabilities, less current portion 3,887 4,650 Sublease security deposit 1,038 1,038 Other 1,948 1,480 Other liabilities $ 18,418 $ 17,541 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt On 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 party thereto, the lenders party thereto, and Blue Torch Finance LLC (“Administrative Agent”), as administrative agent and collateral agent (the "Senior Secured Facilities Agreement") that provides for a four-year $125.0 million Senior Secured Facility, maturing July 1, 2023 ("Maturity Date"). 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”). Substantially all of the Company's assets are pledged as collateral. Borrowings under the Facilities bear interest at a rate equal to LIBOR plus an applicable margin of 8.0% per annum. 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 Date. The effective interest rate was 10.7%. On December 2, 2020, the Company entered into the Second Amendment to Loan Agreement (the "Second Amendment" and together with the Term Loan Facility, the ("Amended Term Loan Facility"), which established an additional $6.0 million of term loan commitment to its existing Term Loan Facility. The additional borrowing was 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 $0.15 million quarterly, beginning on March 31, 2021, in addition to the $3.0 million quarterly principal repayment of the original Term Loan Facility and the modified interest. On March 5, 2021, the Company entered into a Limited Waiver under Loan Agreement (the "Limited Waiver") with the Administrative Agent and the lenders pursuant to which certain defaults under the Senior Secured Facilities Agreement were waived. In consideration of the Limited 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, plus $0.3 million paid in kind by capitalizing such amount into the principal balance under the Senior Secured Facilities Agreement. The aggregated fees were capitalized and will be amortized using the effective interest rate of 11.8%. As of December 31, 2021 and 2020, the aggregated outstanding principal balance of the Amended Term Loan Facility is $85.6 million and $104.7 million, respectively, and the amortized cost basis is $82.1 million and $99.1 million, respectively. For the years ended December 31, 2021 and 2020, interest expense on the Amended Term Loan Facility totaled $12.1 million and $12.7 million, respectively, and includes stated interest of $9.2 million and $10.5 million, discount amortization of $1.2 million and $0.9 million, and fee amortization of $1.7 million and $1.2 million, respectively. In addition, pursuant to the terms of the Amended 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. For the years ended December 31, 2021 and 2020, the Company made a prepayment of $6.8 million and $3.3 million, respectively. Estimated prepayments are included as current borrowings as of the balance sheet dates. As of December 31, 2021, the estimated prepayment is $5.0 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, 2021. Covenants 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 0.70 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, 2021 and 2020. Long-term debt maturities: Years Ended December 31, (in thousands) 2022 $ 17,593 2023 67,959 2024 — Total 85,552 Less: current portion of long-term debt (17,593) Less: unamortized discount (1,430) Less: unamortized debt issuance costs (1,998) Total long-term debt, net $ 64,531 On March 11, 2022, the Company completed the successful refinancing of its existing term and revolving facility with borrowings under a new term loan facility with MGG Investment Group LP. Refer to Note 15 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 are as follows: December 31, (in thousands) 2021 2020 Less than one year $ 4,536 $ 6,349 Between one and five years 2,115 7,230 Total $ 6,651 $ 13,579 The Company has non-cancellable contractual obligations consisting of contracts with cloud-based web service providers and marketing service providers, as well a contractual obligation of $1.9 million related to estimated future interest to be paid on the deferred payment to Zoosk's shareholders. 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. 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 individuals claiming to be Zoosk users whose information was affected by the 2020 security incident disclosed by Zoosk. The complaint, as subsequently amended, asserts that by reason of the Zoosk security incident Spark and Zoosk violated the California Consumer Privacy Act ("CCPA"), the California Unfair Competition Law ("UCL"), and common-law obligations. Based on these assertions, the complaint seeks statutory damages, compensatory damages, punitive damages, attorneys' fees, and injunctive relief. On December 14, 2020, plaintiffs voluntarily withdrew their claim under the CCPA. On January 30, 2021, the district court granted in part, and denied in part, Zoosk's motion to dismiss the remainder of the complaint for failure to state a claim by dismissing the UCL claim, but allowing the common-law claim to go forward. The court 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. Zoosk answered the portion of the complaint that asserts the one remaining common-law claim by denying its material allegations and asserting a number of affirmative defenses. The court stayed the case pending resolution of the jurisdictional discovery. On May 6, 2021, plaintiffs voluntarily dismissed the Company from the case and the stay was lifted. On July 28, 2021, plaintiffs filed a second amended complaint re-alleging the UCL claim on behalf of a subclass. The court granted Zoosk’s motion to dismiss that amended claim on October 5, 2021. On October 28, 2021, plaintiffs sought leave to file a third amended complaint that re-alleges a UCL claim. Following briefing and oral argument, the court granted plaintiffs’ motion for leave to file an amended complaint as to one theory of UCL liability and ordered plaintiffs either file the third amended complaint or seek leave to file a fourth amended complaint by February 17, 2022. Plaintiffs also sought and were granted an extension to file their motion for class certification, which now must be filed on April 11, 2022. Zoosk and plaintiffs are currently engaged in discovery and the case is scheduled for trial in late 2022. Separately, a group of lawyers that is different from those who filed the putative class action described above filed 77 separate arbitration demands against Zoosk in the Judicial Arbitration and Mediation Services, Inc. ("JAMS") arbitration forum. Zoosk has objected that neither JAMS nor any arbitrator appointed by JAMS has authority to arbitrate any of these claims or to rule on the issue of arbitrability. JAMS decided to commence arbitration proceedings in regard to one of the arbitration claims filed to date, but that claim was withdrawn in November 2021 as it was established that the claimant was not affected by the incident. On May 5, 2021, the same group of attorneys that filed the arbitration demands, described above, filed a petition to compel arbitration in the U.S. District Court for the Northern District of California on behalf of three other individuals claiming to be Zoosk users affected by the 2020 security incident. The attorneys then voluntarily dismissed the petition in its entirety on July 15, 2021. JAMS has initiated three further arbitration claims previously filed and intends to proceed with those arbitrations if requisite fees are paid. Zoosk has refused to pay the respondents’ share of the initiation fee for those arbitrations. On December 8, 2021, the same attorneys then filed a petition to compel arbitration in Orange County Superior Court in California on behalf of those three individuals. In response, Zoosk has filed a motion to dismiss the California petition based on the forum selection clause in the Zoosk TOU that selects New York as the venue for any dispute. Zoosk has also filed a petition to stay arbitration in New York on the basis that the claimants breached the TOU when they filed their arbitration demands and Zoosk is therefore under no obligation to arbitrate. The parties stipulated that both of the petitions are stayed pending resolution of Zoosk’s forum-based challenge to the Orange County petition. Intellectual Property 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 in the ordinary course of business. The Company vigorously defends against each of the above legal proceedings. In August 2021, the Company settled certain national trademark disputes in Europe. There was no material impact to the financial statement as of December 31, 2021. The Company may encounter future legal claims in the normal course of business. 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, 2021 are adequate with respect to the probable and estimable liabilities. However, no assurance can be given that these matters will be resolved in the Company's favor. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity At December 31, 2021, 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 2,617,397 after deducting 43,989 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, 2021 totaled 26,173,970. 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 2021, the Company closed the Chardonnay Trust, which held shares of Spark Networks SE ADSs to satisfy, as necessary, the obligations under all unexercised Spark stock options awarded under the Spark 2007 Plan. Shares held in the Chardonnay Trust were transferred to an account registered under Spark Networks SE. The shares underlying the ADSs are classified as treasury shares at their nominal value per share of €1.00. During 2021, 11,708 treasury shares were issued to satisfy option exercises under the Company's LTIP Plan. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
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 2020 Long Term Incentive Plan ("the LTIP"). 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, 2020 326,281 $ 11.56 4.15 Forfeited (16,250) $ 12.34 Outstanding as of December 31, 2021 310,031 $ 11.52 3.12 Options vested and exercisable as of December 31, 2021 307,221 $ 11.50 3.12 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 32,814 $ 6.48 Vested (13,754) $ 6.55 Forfeited (16,250) $ 6.32 Unvested as of December 31, 2021 2,810 $ 7.07 The total grant date fair value of options that vested during 2021 and 2020 was $0.1 million and $0.3 million, respectively. 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, 2021 was less than $0.1 million, which will be recognized over a weight-average period of 0.28 years. 2020 Long Term Incentive Plan In January 2020, the Administrative Board of the Company (the "Administrative Board") adopted 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 American Depository Shares ("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 a US stock exchange 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 issuance of virtual options for up to three million ADSs, including up to one million zero-priced options. In 2021, the Administrative Board authorized an additional 500,000 ADSs that may be issued under the plan, all of which may be zero-priced options. At December 31, 2021, 197,772 virtual options, and 915,932 zero-priced options were available for future grant. During 2020 the fair value of the virtual stock options and zero-priced options were measured using a binomial option-pricing model. The inputs used in the measurement of fair values at the date of grant for the period ended December 31, 2020 are summarized below: Virtual Stock Zero-Priced Options Options Share price ($) $2.77 - $6.09 $2.91 - $6.42 Exercise price ($) $2.23 - $4.88 $— Option life (months) 85 85 Volatility 40.0% - 49.0% 50.2% - 74.9% Dividend yield $— $— Risk-free rate 0.52% - 1.51% 0.17% - 1.48% Beginning in 2021, the fair value of the virtual stock options and zero-priced options are measured using a Black-Scholes option-pricing model for the year ended December 31, 2021. The Black-Scholes option-pricing model meets the fair value measurement objective and there was no material impact as a result of the change in valuation techniques. The inputs used in the measurement of the fair values at the date of grant are summarized below: Virtual Stock Options Zero-Priced Options Long Call Short Call Long Call Short Call Option Option (Cap) Option Option (Cap) Stock price $3.21 - $5.42 $3.21 - $5.42 $3.21 - $5.42 $3.21 - $5.42 Strike price $3.13 - $5.34 $31.30 - $53.40 $— $50.00 Term 4.65 - 4.67 4.65 - 4.67 4.65 - 4.67 4.65 - 4.67 Volatility 62.7% - 64.0% 62.7% - 64.0% 62.7% - 64.0% 62.7% - 64.0% Dividend — % — % — % — % Risk-free rate 0.7% - 0.9% 0.7% - 0.9% 0.7% - 0.9% 0.7% - 0.9% The following table summarizes the activity for the Company's options under the 2020 LTIP during the year ended December 31, 2021 : Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2020 1,550,000 $ 4.74 6.22 $ 0.90 Granted 523,400 $ 4.50 Exercised (7,250) $ 3.14 Forfeited (263,922) $ 4.47 Outstanding as of December 31, 2021 1,802,228 $ 4.71 5.62 $ 0.01 Vested and exercisable at December 31, 2021 611,261 $ 4.81 5.19 $ 0.01 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 1,550,000 $ 2.99 Granted 523,400 $ 1.89 Vested (618,511) $ 3.04 Forfeited (263,922) $ 2.73 Unvested as of December 31, 2021 1,190,967 $ 2.53 The following table summarizes the activity for the Company's zero priced options under the 2020 LTIP: Number of Options Outstanding as of December 31, 2020 674,000 Granted 200,900 Exercised (207,004) Forfeited (83,828) Outstanding as of December 31, 2021 584,068 Vested and exercisable at December 31, 2021 69,698 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 674,000 $ 6.13 Granted 200,900 3.85 Vested (276,702) 6.21 Forfeited (83,828) 5.55 Unvested as of December 31, 2021 514,370 $ 5.29 The total grant date fair value of options that vested during 2021 related to awards granted under the 2020 LTIP was $3.6 million. The total intrinsic value of options exercised during 2021 was $1.0 million. No options vested or were exercised during 2020. The total unrecognized compensation expense related to awards granted under the 2020 LTIP at December 31, 2021 was $2.7 million, which will be recognized over a weighted-average period of 2.74 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 necessary to settle all unexercised Spark Inc. stock options awarded under the Spark 2007 Plan. For the years ended December 31, 2021 and 2020, no stock-based compensation expense was recognized for the awards granted under the Spark Inc. 2007 Plan. As discussed in Note 11 — Shareholders' Equity , the Chardonnay Trust was closed in 2021. For the years ended December 31, 2021 and 2020, the Company recognized total stock-based compensation expense for all the plans of $2.7 million and $4.8 million, respectively, which is included as a component of Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: December 31, 2021 December 31, 2020 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 82,124 $ 96,089 $ 99,146 $ 107,504 (1) At December 31, 2021 and 2020, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $3.4 million and $5.5 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, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, the Company has expensed $0.1 million and $0.3 million, respectively, for services performed by the marketing agency. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 2, 2022, Gitte Bendzulla, the Chief Operating Officer, Chief Legal Officer and Managing Director of Spark Networks SE (the “Company”), notified the Company that she would be leaving the Company to pursue other opportunities. Ms. Bendzulla’s departure date has not yet been set but the Company currently expects that Ms. Bendzulla’s departure date will be in April 2022. On March 11, 2022, Spark Networks SE (the “Company”) entered into a Financing Agreement (the “Loan Agreement”) with Zoosk, Inc. (“Zoosk”) and Spark Networks, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and MGG Investment Group LP, as administrative agent and collateral agent. The Loan Agreement provides for senior secured term loans of $100 million. Borrowings under the Loan Agreement accrue interest at a rate per annum equal to the LIBOR Rate (as defined in the Loan Agreement) plus 7.50% or the Reference Rate (as defined in the Loan Agreement), plus 6.50%, as the case may be. Borrowings under the Loan Agreement mature on March 11, 2027 and are secured by substantially all of the assets of the Company, Spark Networks Inc., Zoosk and their respective subsidiary guarantors. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 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, 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 Accrued expenses and other current liabilities 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. As subscriptions terms do not exceed one year, the Company applies the practical expedient for the recognition of incremental costs of obtaining a contract, and expenses them as incurred. |
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 |
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 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 stock option grant using the capped-call Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that options granted are expected to be outstanding, using the simplified method, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. Expected volatility is estimated based on a combination of implied market volatilities, historical volatility of our stock price and other factors. The Company’s dividend yield is based on forecasted expected payments, which are expected to be zero, and the risk-free rate is derived from the U.S Treasury yield curve in effect at the time of grant. In a net settlement of an award, the Company does not receive payment of the exercise price from the employees but reduces the number of ADRs issued. In addition, the Company net settles for the purposes of payment of a grantee's minimum income tax obligation. ADRs issued pursuant to the exercise of the awards are issued from the Company's treasury shares. |
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. |
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. |
Earnings per share | Earnings per share Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period after adjusting for dilutive securities, such as awards under equity compensation plans. Dilutive potential common shares from equity awards are determined using the average share price |
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. As of December 31, 2021 and 2020, accounts receivable is presented net of an allowance for credit losses of $0.4 million and $0.1 million, respectively. In the years ended December 31, 2021 and 2020, the Company recognized credit loss expense of $0.5 million and $0.3 million, respectively, which is included as a component of Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that can 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. The Federal Deposit Insurance Corporation (“FDIC”) insures up to $250,000 per depositor at each financial institution. |
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. The Company has two operating segments, Zoosk and Spark, which share similar economic and other qualitative characteristics, and are aggregated together as one reportable segment. |
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. 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 years ended December 31, 2021 and 2020, the Company has two reporting units. The fair value of the reporting units is determined using an income approach based on discounted cash flow ("DCF") model and a market approach based on appropriate valuation multiples observed for the reporting unit's guideline public companies. 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. 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. For the years ended December 31, 2021 and 2020, the Company performed the quantitative assessment of 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 years ended December 31, 2021 and 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. 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 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 |
Leases | Leases 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 | 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. COVID-19 Update During 2020, the novel coronavirus ("COVID-19") outbreak spread worldwide and was declared a global pandemic in March 2020. Despite challenging economic conditions on consumers, we maintained stable churn levels during the period and experienced positive user engagement. The global outbreak of COVID-19 continues to rapidly evolve. Management is actively monitoring the global situation and potential impact on its business. The effects of COVID-19 did not have a material impact on our result of operations or financial condition for the period ended December 31, 2021. However, given the evolution of the COVID-19 situation, and the global responses to curb its spread, we are not able to estimate the effects COVID-19 may have on our future results of operations or financial condition. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("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 improved consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted the standard in the first quarter of 2021 and it did not have a material impact to the financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 will become effective for the fiscal year beginning January 1, 2023, including interim periods within the fiscal year. Early adoption of the amendments is permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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) 2021 2020 Cash and cash equivalents $ 16,141 $ 19,267 Restricted cash included in other current assets 138 1,850 Total cash and cash equivalents and restricted cash as shown on the consolidated statements of cash flows $ 16,279 $ 21,117 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the years ended December 31, 2021 and 2020, revenue was as follows: Year Ended December 31, (in thousands) 2021 2020 Subscription revenue $ 208,796 $ 226,823 Virtual currency revenue 4,885 3,535 Advertising revenue 3,224 2,678 Total Revenue $ 216,905 $ 233,036 |
Revenue from External Customers by Geographic Areas | Revenue disaggregated by geography, based on where the revenue is generated, consists of the following: Year Ended December 31, (in thousands) 2021 2020 United States $ 141,973 $ 155,494 Germany 1,468 1,791 Rest of world 73,464 75,751 Total Revenue $ 216,905 $ 233,036 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Year Ended December 31, (in thousands) 2021 2020 Germany $ (5,852) $ 224 Foreign (43,905) (41,843) Total $ (49,757) $ (41,619) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax expense are as follows: Years Ended December 31, (in thousands) 2021 2020 Current tax expense: Germany 2,260 1,298 Foreign 797 161 Total current tax expense $ 3,057 $ 1,459 Deferred tax expense: Germany 239 3,144 Foreign 15,102 386 Total deferred tax expense $ 15,341 $ 3,530 Income tax expense $ 18,398 $ 4,989 |
Schedule of Effective Income Tax Rate Reconciliation | Reported income tax expense differed from the amounts computed by applying the combined German corporate and trade income tax rate of 30.2% in both 2021 and 2020 to income (loss) before income taxes as a result of the following: Year Ended December 31, (in thousands) 2021 2020 Income tax (benefit) at statutory rate $ (15,014) $ (12,558) Foreign tax rate differential 10,538 4,214 Impairment of goodwill 4,575 9,808 Change in valuation allowance 16,659 2,496 Share-based payment arrangements 832 1,458 Unrecognized tax benefits 255 461 Tax credits 340 (737) Other 213 (153) Income tax expense $ 18,398 $ 4,989 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets (liabilities) are as follows: Years Ended December 31, (in thousands) 2021 2020 Deferred tax assets: Property and equipment $ 49 $ 85 Intangible assets 401 467 Accrued employee compensation and benefits 26 48 Deferred revenue 737 531 Lease liabilities 1,289 1,453 Interest expense carryforwards 4,567 2,985 Other 1,753 965 Tax credit carryforwards 9,323 9,789 Tax loss carryforwards 38,018 44,611 Total deferred tax assets 56,163 60,934 Less: valuation allowance (40,233) (18,336) Deferred tax assets, net of valuation allowance 15,930 42,598 Deferred tax liabilities: Intangible assets (7,013) (13,918) Right-of-use assets (1,006) (1,339) Property and equipment (356) (2,636) Other (1,009) (2,176) Total deferred tax liabilities (9,384) (20,069) Net deferred tax assets $ 6,546 $ 22,529 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, (in thousands) 2021 2020 Balance at the beginning of the year $ 4,593 $ 3,747 Increases for current year tax positions 242 614 Increases (decreases) for prior year tax positions (104) 232 Statute of limitation expirations — — Settlements with taxing authorities — — Balance at the end of the year $ 4,731 $ 4,593 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following as of December 31, 2021 and 2020: December 31, (in thousands) 2021 2020 Office and other equipment $ 2,526 $ 3,821 Leasehold improvements 344 373 Internally developed software 3,633 13,221 Purchased software 1,108 255 Total 7,611 17,670 Less: Accumulated depreciation (3,998) (6,252) Property and equipment, net $ 3,613 $ 11,418 Property and equipment, net disaggregated by geography, consists of the following as of December 31, 2021 and 2020: December 31, (in thousands) 2021 2020 United States $ 742 $ 1,259 Germany 2,871 10,159 Total property and equipment, net $ 3,613 $ 11,418 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: (in thousands) Balance as of January 1, 2020 $ 199,238 Impairment charges (42,713) Impact of currency translation 57 Balance as of December 31, 2020 $ 156,582 Impairment charges (21,786) Impact of currency translation (52) Balance as of December 31, 2021 $ 134,744 |
Schedule of Long-Lived Intangible Assets | Intangible assets consists of the following as of December 31, 2021: December 31, 2021 (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 $ (36,360) $ — $ — $ 27,440 Long-lived intangible assets: Brands and trademarks 0.1 86 — (50) — 36 Acquired technology 1.5 5,910 — (4,039) — 1,871 Customer relationships 0.0 10,780 — (10,780) — — Licenses and domains 0.0 205 — (183) — 22 Other 0.0 470 — (470) — — Total intangible assets 1.6 $ 81,251 $ (36,360) $ (15,522) $ — $ 29,369 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 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consists of the following as of December 31, 2021: December 31, 2021 (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 $ (36,360) $ — $ — $ 27,440 Long-lived intangible assets: Brands and trademarks 0.1 86 — (50) — 36 Acquired technology 1.5 5,910 — (4,039) — 1,871 Customer relationships 0.0 10,780 — (10,780) — — Licenses and domains 0.0 205 — (183) — 22 Other 0.0 470 — (470) — — Total intangible assets 1.6 $ 81,251 $ (36,360) $ (15,522) $ — $ 29,369 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 |
Schedule of Long-Lived Intangible Assets, Future Amortization Expense | At December 31, 2021, amortization of long-lived intangible assets for each of the next five years is estimated to be as follows: (in thousands) Amortization Expense 2022 1,279 2023 632 2024 8 2025 8 2026 2 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Assets Right-of-use assets $ 5,911 $ 6,338 Liabilities Short-term: Current lease liabilities $ 2,325 $ 1,932 Long-term: Non-current lease liabilities 3,887 4,650 Total lease liabilities $ 6,212 $ 6,582 |
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, 2021 and 2020: Years Ended December 31, (in thousands) 2021 2020 Operating lease expense $ 2,237 $ 2,272 Short-term lease expense 138 224 Sublease income (1,956) (1,956) Total net lease expense $ 419 $ 540 The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020: Years Ended December 31, (in thousands) 2021 2020 Operating cash flow information: Cash paid for operating leases $ 2,170 $ 2,211 Cash received from sublease $ 1,905 $ 1,753 Non-cash activity: Right-of-use assets and lease liabilities recognized in lease modification $ 1,626 $ — |
Schedule of Lessee, Operating Lease, Liability, Maturity | At December 31, 2021, the future minimum lease payments under our operating lease liabilities are as follows: Year Ending December 31, (in thousands) 2022 $ 2,523 2023 2,575 2024 1,441 Total lease payments 6,539 Less: Interest (327) Present value of lease liabilities $ 6,212 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Accrued advertising $ 6,483 $ 8,691 Accrued employee compensation and benefits 1,487 2,085 Accrued professional fees 835 1,819 Accrued service providers 1,806 2,433 Accrued value-added, sales, and other non-income-based taxes 8,837 8,897 Current portion of income tax payable 3,733 1,536 Current portion of lease liabilities 2,325 1,932 Other 1,536 1,036 Accrued expenses and other current liabilities $ 27,042 $ 28,429 |
Other Liabilities | Other liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) December 31, 2021 December 31, 2020 Deferred payment to Zoosk's shareholders $ 11,545 $ 10,373 Lease liabilities, less current portion 3,887 4,650 Sublease security deposit 1,038 1,038 Other 1,948 1,480 Other liabilities $ 18,418 $ 17,541 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Long-term debt maturities: Years Ended December 31, (in thousands) 2022 $ 17,593 2023 67,959 2024 — Total 85,552 Less: current portion of long-term debt (17,593) Less: unamortized discount (1,430) Less: unamortized debt issuance costs (1,998) Total long-term debt, net $ 64,531 On March 11, 2022, the Company completed the successful refinancing of its existing term and revolving facility with borrowings under a new term loan facility with MGG Investment Group LP. Refer to Note 15 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 are as follows: December 31, (in thousands) 2021 2020 Less than one year $ 4,536 $ 6,349 Between one and five years 2,115 7,230 Total $ 6,651 $ 13,579 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Virtual Stock 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, 2020 326,281 $ 11.56 4.15 Forfeited (16,250) $ 12.34 Outstanding as of December 31, 2021 310,031 $ 11.52 3.12 Options vested and exercisable as of December 31, 2021 307,221 $ 11.50 3.12 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 32,814 $ 6.48 Vested (13,754) $ 6.55 Forfeited (16,250) $ 6.32 Unvested as of December 31, 2021 2,810 $ 7.07 The following table summarizes the activity for the Company's options under the 2020 LTIP during the year ended December 31, 2021 : Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2020 1,550,000 $ 4.74 6.22 $ 0.90 Granted 523,400 $ 4.50 Exercised (7,250) $ 3.14 Forfeited (263,922) $ 4.47 Outstanding as of December 31, 2021 1,802,228 $ 4.71 5.62 $ 0.01 Vested and exercisable at December 31, 2021 611,261 $ 4.81 5.19 $ 0.01 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 1,550,000 $ 2.99 Granted 523,400 $ 1.89 Vested (618,511) $ 3.04 Forfeited (263,922) $ 2.73 Unvested as of December 31, 2021 1,190,967 $ 2.53 The following table summarizes the activity for the Company's zero priced options under the 2020 LTIP: Number of Options Outstanding as of December 31, 2020 674,000 Granted 200,900 Exercised (207,004) Forfeited (83,828) Outstanding as of December 31, 2021 584,068 Vested and exercisable at December 31, 2021 69,698 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 674,000 $ 6.13 Granted 200,900 3.85 Vested (276,702) 6.21 Forfeited (83,828) 5.55 Unvested as of December 31, 2021 514,370 $ 5.29 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The inputs used in the measurement of fair values at the date of grant for the period ended December 31, 2020 are summarized below: Virtual Stock Zero-Priced Options Options Share price ($) $2.77 - $6.09 $2.91 - $6.42 Exercise price ($) $2.23 - $4.88 $— Option life (months) 85 85 Volatility 40.0% - 49.0% 50.2% - 74.9% Dividend yield $— $— Risk-free rate 0.52% - 1.51% 0.17% - 1.48% Virtual Stock Options Zero-Priced Options Long Call Short Call Long Call Short Call Option Option (Cap) Option Option (Cap) Stock price $3.21 - $5.42 $3.21 - $5.42 $3.21 - $5.42 $3.21 - $5.42 Strike price $3.13 - $5.34 $31.30 - $53.40 $— $50.00 Term 4.65 - 4.67 4.65 - 4.67 4.65 - 4.67 4.65 - 4.67 Volatility 62.7% - 64.0% 62.7% - 64.0% 62.7% - 64.0% 62.7% - 64.0% Dividend — % — % — % — % Risk-free rate 0.7% - 0.9% 0.7% - 0.9% 0.7% - 0.9% 0.7% - 0.9% |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: December 31, 2021 December 31, 2020 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 82,124 $ 96,089 $ 99,146 $ 107,504 (1) At December 31, 2021 and 2020, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $3.4 million and $5.5 million, respectively. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 16,141 | $ 19,267 | |
Restricted cash included in other current assets | 138 | 1,850 | |
Total cash and cash equivalents and restricted cash as shown on the consolidated statements of cash flows | $ 16,279 | $ 21,117 | $ 17,457 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segmentunitshares | Dec. 31, 2020USD ($)unitshares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Employer matching contribution, percent of match | 100.00% | |
Employer matching contribution, percent of employees' eligible earnings, maximum | 4.00% | |
Employer matching contribution, amount | $ 100 | $ 400 |
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 988,180 | 296,817 |
Accounts receivable, allowance | $ 368 | $ 93 |
Number of operating segments | Segment | 2 | |
Number of reportable segments | Segment | 1 | |
Number of reporting units | unit | 2 | 2 |
Provision for credit losses | $ 458 | $ 307 |
Direct marketing expenses | 105,800 | 115,100 |
Accrued liabilities and other liabilities, current | (27,042) | (28,429) |
Accrued service providers | 1,806 | 2,433 |
Accrued value-added, sales, and other non-income-based taxes | 8,837 | 8,897 |
Current portion of income tax payable | $ 3,733 | $ 1,536 |
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 | ||
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 | Other Finite-Lived Intangible Asset | ||
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 | Maximum | ||
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 | |
Accounts Receivable | Customer Concentration Risk | Payment Provider One | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk, percentage (less than) | 46.00% | 32.00% |
Accounts Receivable | Customer Concentration Risk | Payment Provider Two | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk, percentage (less than) | 35.00% | 47.00% |
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | Advertising and Virtual Currency | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Concentration risk, percentage (less than) | 3.00% | 3.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Millions | Mar. 21, 2019USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 01, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Business combination, holdback accrued interest rate | 0.020 | 0.120 | ||||
Zoosk, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 262.2 | |||||
Cash consideration including holdback amount | 105 | |||||
Business combination, cash consideration holdback amount | $ 10 | $ 1.5 | $ 0.3 | |||
Escrow Deposit | $ 1 | |||||
Acquisitions of businesses, net of cash acquired | $ 0.5 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 216,905 | $ 233,036 |
Subscription revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 208,796 | 226,823 |
Virtual currency revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,885 | 3,535 |
Advertising revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,224 | $ 2,678 |
Revenue - Geographical (Details
Revenue - Geographical (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 216,905 | $ 233,036 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 141,973 | 155,494 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,468 | 1,791 |
Rest of world | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 73,464 | $ 75,751 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 36,973 | $ 38,304 |
Revenue recognized from prior deferred revenue balances | $ 38,300 | $ 36,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense (benefit) | $ 18,398 | $ 4,989 | |
Federal statutory income tax rate, percent | (37.00%) | (12.00%) | |
Valuation allowance | $ 40,233 | $ 18,336 | |
Deferred tax assets, tax credit carryforwards, naked credits | 1,100 | ||
Undistributed earnings | 76,100 | ||
Unrecognized tax benefits | 4,731 | 4,593 | $ 3,747 |
Unrecognized tax benefits, income tax penalties and interest accrued | 700 | $ 400 | |
Unrecognized tax benefits, income tax penalties and interest, increase (decrease) | 300 | ||
Unrecognized tax benefits that would impact effective tax rate | 1,300 | ||
Amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 4,900 | ||
Foreign income tax rate differential, percent | 30.20% | 30.20% | |
Term Loan Facility | Senior Secured Facilities Agreement | Secured Debt | |||
Operating Loss Carryforwards [Line Items] | |||
Interest and Debt Expense | $ 12,100 | $ 12,700 | |
Term Loan Facility | Senior Secured Facilities Agreement | Secured Debt | Interest Expense | |||
Operating Loss Carryforwards [Line Items] | |||
Interest and Debt Expense | 9,200 | 10,500 | |
Term Loan Facility | Senior Secured Facilities Agreement | Secured Debt | Discount Amortization | |||
Operating Loss Carryforwards [Line Items] | |||
Interest and Debt Expense | 1,200 | 900 | |
Term Loan Facility | Senior Secured Facilities Agreement | Secured Debt | Fee Amortization | |||
Operating Loss Carryforwards [Line Items] | |||
Interest and Debt Expense | 1,700 | 1,200 | |
Federal Ministry of Finance, Germany | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 111,400 | 143,600 | |
Valuation allowance | 13,900 | 11,800 | |
Valuation allowance, increase (decrease) | 2,100 | ||
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) | 19,800 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax credit carryforwards | 6,400 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss | 155,000 | 169,200 | |
Domestic Tax Authority and State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax credit carryforwards | 13,700 | 14,400 | |
Valuation allowance | $ 23,800 | $ 4,000 |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Germany | $ (5,852) | $ 224 |
Foreign | (43,905) | (41,843) |
Total | $ (49,757) | $ (41,619) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Germany | $ 2,260 | $ 1,298 |
Foreign | 797 | 161 |
Total current tax expense | 3,057 | 1,459 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Germany | 239 | 3,144 |
Foreign | 15,102 | 386 |
Total deferred tax expense | 15,341 | 3,530 |
Income tax expense | $ 18,398 | $ 4,989 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) at statutory rate | $ (15,014) | $ (12,558) |
Foreign tax rate differential | 10,538 | 4,214 |
Impairment of goodwill | 4,575 | 9,808 |
Change in valuation allowance | 16,659 | 2,496 |
Share-based payment arrangements | 832 | 1,458 |
Unrecognized tax benefits | 255 | 461 |
Tax credits | 340 | (737) |
Other | 213 | (153) |
Income tax expense | $ 18,398 | $ 4,989 |
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, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Property and equipment | $ 49 | $ 85 |
Intangible assets | 401 | 467 |
Accrued employee compensation and benefits | 26 | 48 |
Deferred revenue | 737 | 531 |
Lease liabilities | 1,289 | 1,453 |
Interest expense carryforwards | 4,567 | 2,985 |
Other | 1,753 | 965 |
Tax credit carryforwards | 9,323 | 9,789 |
Tax loss carryforwards | 38,018 | 44,611 |
Total deferred tax assets | 56,163 | 60,934 |
Less: valuation allowance | (40,233) | (18,336) |
Deferred tax assets, net of valuation allowance | 15,930 | 42,598 |
Deferred tax liabilities: | ||
Intangible assets | (7,013) | (13,918) |
Right-of-use assets | (1,006) | (1,339) |
Property and equipment | (356) | (2,636) |
Other | (1,009) | (2,176) |
Total deferred tax liabilities | (9,384) | (20,069) |
Net deferred tax assets | $ 6,546 | $ 22,529 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 4,593 | $ 3,747 |
Increases for current year tax positions | 242 | 614 |
Increases (decreases) for prior year tax positions | (104) | (232) |
Statute of limitation expirations | 0 | 0 |
Settlements with taxing authorities | 0 | 0 |
Balance at the end of the year | $ 4,731 | $ 4,593 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,611 | $ 17,670 |
Less: Accumulated depreciation | (3,998) | (6,252) |
Property and equipment, net | 3,613 | 11,418 |
Depreciation | 2,400 | 2,100 |
Capitalized internally developed software costs | 700 | 2,500 |
Office and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,526 | 3,821 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 344 | 373 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,633 | 13,221 |
Software disposals | 8,400 | |
Accumulated depreciation write-off | (2,600) | |
Impairment of goodwill, intangible assets, and capitalized software | 5,800 | |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,108 | $ 255 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment by Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 3,613 | $ 11,418 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 742 | 1,259 |
Germany | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 2,871 | $ 10,159 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance as of the beginning of the period | $ 156,582 | $ 199,238 |
Impairment charges | (21,786) | (42,713) |
Impact of currency translation | (52) | 57 |
Balance as of the end of the period | $ 134,744 | $ 156,582 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | ||||
Goodwill | $ 134,744 | $ 156,582 | $ 199,238 | |
Impairment charge | 21,786 | 42,713 | ||
Accumulated impairment loss | (84,500) | $ (62,700) | ||
Royalty rate | 0.04 | |||
Discounts rate | 0.135 | |||
Amortization of Intangible Assets | 4,200 | $ 7,300 | ||
Brands and trademarks | ||||
Goodwill [Line Items] | ||||
Impairment charges, finite-lived | 0 | 2,573 | ||
Zoosk, Inc. | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 24,500 | |||
Impairment charge | 21,800 | |||
Zoosk, Inc. | Brands and trademarks | ||||
Goodwill [Line Items] | ||||
Impairment charges, indefinite-lived | $ 10,300 | $ 15,100 | $ 8,500 | |
Royalty rate | 0.04 | 0.04 | ||
Discounts rate | 0.145 | 0.21 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (15,522) | $ (18,631) |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 81,251 | 91,158 |
Accumulated Impairment Charges | (36,360) | (13,533) |
Currency Translation Impact on Carrying Amount | 0 | 5 |
Net Carrying Amount | $ 29,369 | $ 58,999 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 year 7 months 6 days | 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 | (36,360) | (10,960) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | 27,440 | 52,840 |
Brands and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 86 | 3,025 |
Accumulated Impairment Charges | 0 | (2,573) |
Accumulated Amortization | (50) | (409) |
Currency Translation Impact on Carrying Amount | 0 | 4 |
Net Carrying Amount | $ 36 | $ 47 |
Brands and trademarks | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 month 6 days | 1 month 6 days |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,910 | $ 7,300 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (4,039) | (3,997) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | $ 1,871 | $ 3,303 |
Acquired technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 year 6 months | 1 year 3 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,780 | $ 11,420 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (10,780) | (8,762) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | $ 0 | $ 2,658 |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 4 months 24 days |
Licenses and domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 205 | $ 410 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (183) | (361) |
Currency Translation Impact on Carrying Amount | 0 | 3 |
Net Carrying Amount | $ 22 | $ 52 |
Licenses and domains | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 0 years |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 470 | $ 5,203 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (470) | (5,102) |
Currency Translation Impact on Carrying Amount | 0 | (2) |
Net Carrying Amount | $ 0 | $ 99 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 0 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization of Long-lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,279 |
2023 | 632 |
2024 | 8 |
2025 | 8 |
2026 | $ 2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, weighted average remaining lease term | 2 years 7 months 6 days | 3 years 7 months 6 days |
Operating lease, weighted average discount rate, percent | 4.00% | 4.60% |
Non-cancellable sublease proceeds with future minimum rental receipts | $ 5.6 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, remaining lease term | 3 years |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets | $ 5,911 | $ 6,338 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | ||
Current portion of lease liabilities | $ 2,325 | $ 1,932 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | ||
Non-current lease liabilities | $ 3,887 | $ 4,650 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | ||
Total lease liabilities | $ 6,212 | $ 6,582 |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,237 | $ 2,272 |
Short-term lease expense | 138 | 224 |
Sublease income | (1,956) | (1,956) |
Total net lease expense | $ 419 | $ 540 |
Leases - Cash Flow (Details)
Leases - Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 2,170 | $ 2,211 |
Cash received from sublease | 1,905 | 1,753 |
Right-of-use assets and lease liabilities recognized in lease modification | $ 1,626 | $ 0 |
Leases - Lease Payments (Detail
Leases - Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 2,523 | |
2023 | 2,575 | |
2024 | 1,441 | |
Total lease payments | 6,539 | |
Less: Interest | (327) | |
Present value of lease liabilities | $ 6,212 | $ 6,582 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued advertising | $ 6,483 | $ 8,691 |
Accrued employee compensation and benefits | 1,487 | 2,085 |
Accrued professional fees | 835 | 1,819 |
Accrued service providers | 1,806 | 2,433 |
Accrued value-added, sales, and other non-income-based taxes | 8,837 | 8,897 |
Current portion of income tax payable | 3,733 | 1,536 |
Current portion of lease liabilities | 2,325 | 1,932 |
Other | 1,536 | 1,036 |
Accrued expenses and other current liabilities | $ 27,042 | $ 28,429 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Deferred payment to Zoosk's shareholders | $ 11,545 | $ 10,373 |
Lease liabilities, less current portion | 3,887 | 4,650 |
Sublease security deposit | 1,038 | 1,038 |
Other | 1,948 | 1,480 |
Other liabilities | $ 18,418 | $ 17,541 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ in Thousands | Dec. 02, 2020USD ($) | Jul. 01, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 05, 2021USD ($) |
Debt Instrument [Line Items] | |||||
Unamortized discount | $ 1,430 | ||||
Payments of debt issuance costs | 523 | $ 0 | |||
Outstanding principal | 85,552 | ||||
Long-term debt, carrying value | $ 64,531 | ||||
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 | 0.70 | ||||
Covenant, fixed charge, interest coverage ratio, maximum | 1.20 | ||||
Covenant, leverage ratio, maximum | 2.60 | ||||
Covenant, leverage ratio, minimum | 1.75 | ||||
Senior Secured Facilities Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.75% | ||||
Debt fee amount | $ 300 | ||||
Limited Waiver Agreement | |||||
Debt Instrument [Line Items] | |||||
Payment in kind, increase to principal amount | $ 300 | ||||
Debt fee amount | $ 500 | ||||
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 | 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 | ||||
Effective interest rate | 11.80% | ||||
Outstanding principal | $ 85,600 | 104,700 | |||
Long-term debt, carrying value | 82,100 | 99,100 | |||
Interest and Debt Expense | 12,100 | 12,700 | |||
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 | ||||
Commitment fee amount | $ 600 | ||||
Commitment fee percentage | 0.50% | ||||
Effective interest rate | 10.70% | ||||
Periodic payment | 3,000 | ||||
Debt fee amount | $ 3,100 | ||||
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 | ||||
Repayments of Long-term Debt | 6,800 | $ 3,300 | |||
Estimated Repayments of Long-Term Debt | $ 5,000 |
Long-term Debt - Debt Maturity
Long-term Debt - Debt Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 17,593 | |
2023 | 67,959 | |
2024 | 0 | |
Outstanding principal | 85,552 | |
Less: current portion of long-term debt | (17,593) | $ (19,037) |
Less: unamortized discount | (1,430) | |
Less: unamortized debt issuance costs | (1,998) | |
Long-term debt, carrying value | $ 64,531 |
Commitment and Contingencies -
Commitment and Contingencies - (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Less than one year | $ 4,536 | $ 6,349 |
Between one and five years | 2,115 | 7,230 |
Total | $ 6,651 | $ 13,579 |
Commitment and Contingencies _2
Commitment and Contingencies - Additional Information (Details) $ in Thousands | Jul. 22, 2020arbitrationDemand | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | |||
Contractual obligation for deferred payment to Zoosk's shareholders | $ 6,651 | $ 13,579 | |
Number of arbitration demands | arbitrationDemand | 77 | ||
Zoosk, Inc. | |||
Other Commitments [Line Items] | |||
Contractual obligation for deferred payment to Zoosk's shareholders | $ 1,900 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 12 Months Ended | ||
Dec. 31, 2021€ / sharesshares | Dec. 31, 2020€ / sharesshares | Dec. 31, 2019shares | |
Class of Stock [Line Items] | |||
Common stock, outstanding (in shares) | 2,617,397 | 2,605,689 | |
Shares, issued (in shares) | 26,173,970 | ||
Shares, outstanding (in shares) | 26,173,970 | ||
Common stock, nominal value (in Euro per share) | € / shares | € 1 | € 1 | |
Treasury stock issued pursuant to equity-based plans (in shares) | 11,708 | ||
American Depository Share (ADS) | |||
Class of Stock [Line Items] | |||
Conversion ratio | 0.1 | ||
Ordinary Shares | |||
Class of Stock [Line Items] | |||
Common stock, outstanding (in shares) | 2,661,386 | 2,661,386 | 2,661,386 |
Treasury Stock | |||
Class of Stock [Line Items] | |||
Common stock, outstanding (in shares) | (43,989) | (55,697) | (55,697) |
Treasury stock issued pursuant to equity-based plans (in shares) | (11,708) |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Benefits and Share-based Compensation | $ 0 | $ 0 | ||
Royalty rate | 0.04 | |||
Discounts rate | 0.135 | |||
Share-based compensation expense | 2,700 | $ 4,800 | ||
Brands and trademarks | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accumulated Impairment Charges | $ (36,360) | (10,960) | ||
Zoosk, Inc. | Brands and trademarks | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accumulated Impairment Charges | $ 0 | 0 | ||
Brands and trademarks | Zoosk, Inc. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Royalty rate | 0.04 | 0.04 | ||
Discounts rate | 0.145 | 0.21 | ||
Accumulated Impairment Charges | $ (10,300) | $ (15,100) | $ (8,500) | |
Long Term Incentive Plan 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options, vested in period, fair value | $ 3,600 | |||
Forfeited (in dollars per share) | $ / shares | $ 2.73 | |||
Cost not yet recognized, amount | $ 2,700 | |||
Cost not yet recognized, period for recognition | 2 years 8 months 26 days | |||
Forfeitures (in dollars per share) | $ / shares | $ 4.47 | |||
Award vesting term | 85 months | |||
Award vesting rights, percentage | 25.00% | |||
Additional award vesting rights, percentage | 0.0625 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,000 | |||
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 | shares | 500,000 | 3,000,000 | ||
Number of shares available for future grant | shares | 197,772 | |||
Long Term Incentive Plan 2020 | Zero Priced Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Forfeited (in dollars per share) | $ / shares | $ 5.55 | |||
Number of shares authorized for issuance | shares | 1,000,000 | |||
Number of shares available for future grant | shares | 915,932 | |||
Virtual Stock Option Plan 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options, vested in period, fair value | $ 100 | $ 300 | ||
Forfeited (in dollars per share) | $ / shares | $ 6.32 | |||
Cost not yet recognized, amount | $ 100 | |||
Cost not yet recognized, period for recognition | 3 months 10 days | |||
Forfeitures (in dollars per share) | $ / shares | $ 12.34 | |||
Award vesting term | 4 years | |||
Award vesting rights, percentage | 25.00% | |||
Virtual Stock Option Plan 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting term | 3 years | |||
Award vesting rights, percentage | 33.33% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Virtual Stock Option Plan 2018 | ||
Number of Options | ||
Beginning Balance (in shares) | 326,281 | |
Forfeited (in shares) | (16,250) | |
Ending Balance (in shares) | 310,031 | 326,281 |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 11.56 | |
Forfeitures (in dollars per share) | 12.34 | |
Outstanding at Ending Balance (in dollars per share) | $ 11.52 | $ 11.56 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options exercisable (in shares) | 307,221 | |
Options exercisable weighted average exercise price ( in dollars per share) | $ 11.50 | |
Weighted average remaining contractual term | 3 years 1 month 13 days | 4 years 1 month 24 days |
Options exercisable weighted average remaining contractual term | 3 years 1 month 13 days | |
Long Term Incentive Plan 2020 | ||
Number of Options | ||
Beginning Balance (in shares) | 1,550,000 | |
Granted (in shares) | 523,400 | |
Options, exercises in period (in shares) | (7,250) | |
Forfeited (in shares) | (263,922) | |
Ending Balance (in shares) | 1,802,228 | 1,550,000 |
Vested and exercisable (in shares) | 611,261 | |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 4.74 | |
Granted (in dollars per share) | 4.50 | |
Exercised (in dollars per share) | 3.14 | |
Forfeitures (in dollars per share) | 4.47 | |
Outstanding at Ending Balance (in dollars per share) | 4.71 | $ 4.74 |
Vested and exercisable at Ending Balance (in dollars per share) | $ 4.81 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options exercisable weighted average remaining contractual term | 5 years 7 months 13 days | 6 years 2 months 19 days |
Options vested and exercisable weighted average remaining contractual term | 5 years 2 months 8 days | |
Aggregate Intrinsic Value | $ 0.01 | $ 0.90 |
Vested and exercisable, aggregate intrinsic value | $ 0.01 | |
Long Term Incentive Plan 2020 | Zero Priced Options | ||
Number of Options | ||
Beginning Balance (in shares) | 674,000 | |
Granted (in shares) | 200,900 | |
Options, exercises in period (in shares) | (207,004) | |
Forfeited (in shares) | (83,828) | |
Ending Balance (in shares) | 584,068 | 674,000 |
Vested and exercisable (in shares) | 69,698 |
Stock-based Compensation - Unve
Stock-based Compensation - Unvested Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Virtual Stock Option Plan 2018 | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 32,814 |
Vested (in shares) | shares | (13,754) |
Forfeited (in shares) | shares | (16,250) |
Unvested, Ending Balance (in shares) | shares | 2,810 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.48 |
Vested (in dollars per share) | $ / shares | 6.55 |
Forfeited (in dollars per share) | $ / shares | 6.32 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 7.07 |
Long Term Incentive Plan 2020 | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 1,550,000 |
Granted (in shares) | shares | 523,400 |
Vested (in shares) | shares | (618,511) |
Forfeited (in shares) | shares | (263,922) |
Unvested, Ending Balance (in shares) | shares | 1,190,967 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 2.99 |
Vested (in dollars per share) | $ / shares | 3.04 |
Granted (in dollars per share) | $ / shares | 1.89 |
Forfeited (in dollars per share) | $ / shares | 2.73 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 2.53 |
Long Term Incentive Plan 2020 | Zero Priced Options | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 674,000 |
Granted (in shares) | shares | 200,900 |
Vested (in shares) | shares | (276,702) |
Forfeited (in shares) | shares | (83,828) |
Unvested, Ending Balance (in shares) | shares | 514,370 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.13 |
Vested (in dollars per share) | $ / shares | 6.21 |
Granted (in dollars per share) | $ / shares | 3.85 |
Forfeited (in dollars per share) | $ / shares | 5.55 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 5.29 |
Stock-based Compensation - Inpu
Stock-based Compensation - Inputs used in the Measurement of the Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Virtual Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term | 85 months | |
Dividend | 0.00% | |
Virtual Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 2.77 | |
Exercise Price | $ 2.23 | |
Volatility | 40.00% | |
Risk-free rate | 0.52% | |
Virtual Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 6.09 | |
Exercise Price | $ 4.88 | |
Volatility | 49.00% | |
Risk-free rate | 1.51% | |
Virtual Stock Options | Long | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend | 0.00% | |
Virtual Stock Options | Long | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 3.21 | |
Strike price (in dollars per share) | $ 3.13 | |
Term | 4 years 7 months 24 days | |
Volatility | 62.70% | |
Risk-free rate | 0.70% | |
Virtual Stock Options | Long | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 5.42 | |
Strike price (in dollars per share) | $ 5.34 | |
Term | 4 years 8 months 1 day | |
Volatility | 64.00% | |
Risk-free rate | 0.90% | |
Virtual Stock Options | Short | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend | 0.00% | |
Virtual Stock Options | Short | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 3.21 | |
Strike price (in dollars per share) | $ 31.30 | |
Term | 4 years 7 months 24 days | |
Volatility | 62.70% | |
Risk-free rate | 0.70% | |
Virtual Stock Options | Short | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 5.42 | |
Strike price (in dollars per share) | $ 53.40 | |
Term | 4 years 8 months 1 day | |
Volatility | 64.00% | |
Risk-free rate | 0.90% | |
Zero Priced Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Price | $ 0 | |
Term | 85 months | |
Dividend | 0.00% | |
Zero Priced Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 2.91 | |
Volatility | 50.20% | |
Risk-free rate | 0.17% | |
Zero Priced Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 6.42 | |
Volatility | 74.90% | |
Risk-free rate | 1.48% | |
Zero Priced Options | Long | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price (in dollars per share) | $ 0 | |
Dividend | 0.00% | |
Zero Priced Options | Long | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 3.21 | |
Term | 4 years 7 months 24 days | |
Volatility | 62.70% | |
Risk-free rate | 0.70% | |
Zero Priced Options | Long | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 5.42 | |
Term | 4 years 8 months 1 day | |
Volatility | 64.00% | |
Risk-free rate | 0.90% | |
Zero Priced Options | Short | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Strike price (in dollars per share) | $ 50 | |
Dividend | 0.00% | |
Zero Priced Options | Short | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 3.21 | |
Term | 4 years 7 months 24 days | |
Volatility | 62.70% | |
Risk-free rate | 0.70% | |
Zero Priced Options | Short | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (in dollars per share) | $ 5.42 | |
Term | 4 years 8 months 1 day | |
Risk-free rate | 0.90% | |
Virtual Stock Option Plan 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term | 85 months | |
Award vesting term | 4 years | |
Long Term Incentive Plan 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting term | 85 months |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount and debt issuance costs | $ 3,400 | $ 5,500 |
Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, net | 82,124 | 99,146 |
Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, net | $ 96,089 | $ 107,504 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Affiliated marketing agency | Marketing expenses | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 0.1 | $ 0.3 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Senior Secured Term Loans - Secured Debt | Mar. 11, 2022USD ($) |
Subsequent Event [Line Items] | |
Senior secured term loans | $ 100,000,000 |
LIBOR | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 7.50% |
Reference Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 6.50% |