Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Grindr Inc. |
Entity Central Index Key | 0001820144 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) (Q3) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | |||||||||||
Cash and cash equivalents | $ 27,236 | $ 15,778 | $ 54,655 | $ 41,394 | $ 65,062 | $ 46,558 | |||||
Accounts receivable, net of allowances of $80 and $53 at September 30, 2022 and December 31, 2021, respectively | 18,433 | 17,885 | 11,833 | 11,261 | |||||||
Prepaid expenses | 4,336 | 2,330 | 1,921 | ||||||||
Deferred charges | 3,749 | 4,611 | 3,243 | ||||||||
Due from related parties | 0 | 10 | |||||||||
Other current assets | 8,087 | 3,308 | 16 | ||||||||
Total current assets | 61,841 | 43,912 | 58,417 | ||||||||
Restricted cash | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 | |||||
Property and equipment, net | 2,134 | 2,374 | 2,866 | ||||||||
Capitalized software development costs, net | 6,916 | 3,637 | 416 | ||||||||
Intangible assets, net | 113,335 | 139,708 | 181,874 | ||||||||
Goodwill | 258,619 | 258,619 | 258,619 | 0 | $ 239,578 | ||||||
Other assets | 761 | 84 | 121 | ||||||||
Total assets | 444,998 | 449,726 | 503,705 | ||||||||
Current liabilities | |||||||||||
Accounts payable | 1,913 | 2,437 | 592 | ||||||||
Accrued expenses and other current liabilities | 10,429 | 3,539 | 11,043 | ||||||||
Current maturities of long-term debt, net | 5,040 | 3,840 | 56,266 | ||||||||
Deferred revenue | 18,732 | 20,077 | 13,530 | 14,102 | |||||||
Total current liabilities | 36,114 | 29,893 | 81,431 | ||||||||
Long-term debt, net | 189,663 | 133,279 | 137,667 | ||||||||
Deferred income taxes | 17,317 | 20,912 | 25,224 | ||||||||
Other non-current liabilities | 169 | 2,405 | 3,125 | ||||||||
Total liabilities | 243,263 | 186,489 | 247,447 | ||||||||
Commitments and Contingencies (Note 8) | |||||||||||
Members' Equity | |||||||||||
Preferred units, par value $0.00001, unlimited units authorized, no units issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 | 0 | ||||||||
Ordinary units, par value $0.00001; unlimited units authorized; 111,107,688 and 110,867,483 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1 | 1 | 1 | ||||||||
Additional paid-in capital | 211,972 | 269,131 | 267,216 | ||||||||
Accumulated deficit | (10,238) | (5,895) | (10,959) | ||||||||
Total members' equity | 201,735 | $ 197,292 | $ 268,007 | 263,237 | $ 256,016 | $ 253,593 | $ 251,671 | 256,258 | $ 248,846 | $ 370,774 | $ 356,288 |
Total liabilities and members' equity | $ 444,998 | $ 449,726 | $ 503,705 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Q3) (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2019 | |
Current Assets | |||||
Accounts receivable, allowance | $ 150 | $ 80 | $ 53 | ||
Members' Equity | |||||
Preferred units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Preferred units, shares authorized (in shares) | Unlimited | Unlimited | Unlimited | ||
Preferred units, shares issued (in shares) | 0 | 0 | 0 | ||
Preferred units, shares outstanding (in shares) | 0 | 0 | 0 | ||
Ordinary units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Ordinary units, shares authorized (in shares) | Unlimited | Unlimited | Unlimited | ||
Ordinary units, shares issued (in shares) | 105,180,224 | 111,107,688 | 110,867,483 | 101,484,772 | 101,421,320 |
Ordinary units, shares outstanding (in shares) | 105,180,224 | 111,107,688 | 110,867,483 | 101,421,320 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (unaudited) (Q3) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Revenue | $ 50,402 | $ 38,249 | $ 43,385 | $ 61,078 | $ 140,487 | $ 100,812 | $ 145,833 | $ 108,698 | ||||
Operating costs and expenses | ||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 12,955 | 9,621 | 12,954 | 18,467 | 36,758 | 25,723 | 37,358 | 27,545 | ||||
Selling, general and administrative expense | 20,331 | 8,335 | 15,583 | 15,671 | 53,822 | 21,798 | 30,618 | 32,573 | ||||
Product development expense | 4,159 | 2,841 | 7,136 | 7,278 | 11,981 | 7,422 | 10,913 | 11,059 | ||||
Depreciation and amortization | 9,097 | 10,708 | 10,642 | 17,639 | 27,215 | 32,534 | 43,234 | 27,412 | ||||
Total operating costs and expenses | 46,542 | 31,505 | 46,315 | 59,055 | 129,776 | 87,477 | 122,123 | 98,589 | ||||
Income (loss) from operations | 3,860 | 6,744 | (2,930) | 2,023 | 10,711 | 13,335 | 23,710 | 10,109 | ||||
Other expense | ||||||||||||
Interest expense, net | (4,786) | (4,300) | 277 | (15,082) | (10,998) | (14,863) | (18,698) | 386 | ||||
Other expense, net | (263) | (89) | (76) | 142 | (329) | (119) | 1,288 | (348) | ||||
Total other (expense) income | (5,049) | (4,389) | 201 | (14,940) | (11,327) | (14,982) | (17,410) | 38 | ||||
Net income (loss) before income tax | (1,189) | 2,355 | (2,729) | (12,917) | (616) | (1,647) | 6,300 | 10,147 | ||||
Income tax provision (benefit) | 3,474 | 461 | (615) | (1,958) | 3,727 | (214) | 1,236 | 2,441 | ||||
Net income (loss) | (4,663) | $ (4,309) | $ 4,629 | 1,894 | $ 1,794 | $ (5,121) | (2,114) | (10,959) | (4,343) | (1,433) | 5,064 | 7,706 |
Comprehensive (loss) income | $ (4,663) | $ 1,894 | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 | ||||
Net (loss) income per unit: | ||||||||||||
Basic (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Diluted (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Weighted-average units of ordinary units outstanding: | ||||||||||||
Basic (in shares) | 111,098,038 | 110,611,462 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,922,180 | 100,471,506 | ||||
Diluted (in shares) | 111,098,038 | 110,626,218 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,962,336 | 100,542,867 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Members' Equity (unaudited) (Q3) - USD ($) $ in Thousands | Preferred Units [Member] Series Y Preferred Stock (Par value $0.00001) [Member] | Ordinary Units [Member] | Ordinary Units [Member] Series X Ordinary Units (Par value $0.00001) [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 1 | $ 245,307 | $ 110,980 | $ 356,288 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 100,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | 7,706 | 7,706 | ||
Unit-based compensation expense | 0 | 6,780 | 0 | 6,780 | ||
Ending balance at Dec. 31, 2019 | $ 1 | 252,087 | 118,686 | 370,774 | ||
Ending balance (in shares) at Dec. 31, 2019 | 101,421,320 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | (2,114) | (2,114) | ||
Unit-based compensation expense | $ 0 | 343 | 0 | 343 | ||
Ending balance at Jun. 10, 2020 | $ 1 | 248,845 | 0 | 248,846 | ||
Ending balance (in shares) at Jun. 10, 2020 | 101,554,472 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | (10,959) | (10,959) | ||
Issuance of units | $ 0 | 25,000 | 0 | 25,000 | ||
Issuance of units (in shares) | 3,625,752 | |||||
Contribution from member - related party unit-based compensation | $ 0 | 318 | 0 | 318 | ||
Unit-based compensation expense | 0 | 414 | 0 | 414 | ||
Ending balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | (5,121) | (5,121) | |
Contribution from member - related party unit-based compensation | 0 | 0 | 268 | 0 | 268 | |
Unit-based compensation expense | 0 | 0 | 266 | 0 | 266 | |
Ending balance at Mar. 31, 2021 | $ 0 | $ 1 | 267,750 | (16,080) | 251,671 | |
Ending balance (in shares) at Mar. 31, 2021 | 0 | 105,180,224 | ||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,433) | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 1 | 268,407 | (12,392) | 256,016 | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 110,698,336 | ||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | 5,064 | 5,064 | ||
Issuance of units | $ 0 | 30,000 | 0 | 30,000 | ||
Issuance of units (in shares) | 5,387,194 | |||||
Promissory note to a member | $ 0 | (30,000) | 0 | (30,000) | ||
Interest on the promissory note to a member | 0 | (2,038) | 0 | (2,038) | ||
Contribution from member - related party unit-based compensation | 0 | 1,333 | 0 | 1,333 | ||
Unit-based compensation expense | $ 0 | 1,269 | 0 | 1,269 | ||
Exercise of stock options | 1,351 | 0 | 1,351 | |||
Exercise of stock options (in shares) | 300,065 | |||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 1 | 267,750 | (16,080) | 251,671 | |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 105,180,224 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | 1,794 | 1,794 | |
Issuance of units | $ 0 | $ 0 | 30,000 | 0 | 30,000 | |
Issuance of units (in shares) | 0 | 5,387,194 | ||||
Promissory note to a member | $ 0 | $ 0 | (30,000) | 0 | (30,000) | |
Interest on the promissory note to a member | 0 | 0 | (526) | 0 | (526) | |
Contribution from member - related party unit-based compensation | 0 | 0 | 352 | 0 | 352 | |
Unit-based compensation expense | 0 | 0 | 302 | 0 | 302 | |
Ending balance at Jun. 30, 2021 | $ 0 | $ 1 | 267,878 | (14,286) | 253,593 | |
Ending balance (in shares) at Jun. 30, 2021 | 0 | 110,567,418 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | 1,894 | 1,894 | |
Interest on the promissory note to a member | 0 | 0 | (756) | 0 | (756) | |
Contribution from member - related party unit-based compensation | 0 | 0 | 356 | 0 | 356 | |
Unit-based compensation expense | 0 | 0 | 340 | 0 | 340 | |
Exercise of stock options | $ 0 | $ 0 | 589 | 0 | 589 | |
Exercise of stock options (in shares) | 0 | 130,918 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 1 | 268,407 | (12,392) | 256,016 | |
Ending balance (in shares) at Sep. 30, 2021 | 0 | 110,698,336 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | 4,629 | 4,629 | |
Interest on the promissory note to a member | 0 | 0 | (741) | 0 | (741) | |
Contribution from member - related party unit-based compensation | 0 | 0 | 349 | 0 | 349 | |
Unit-based compensation expense | 0 | 0 | 414 | 0 | 414 | |
Exercise of stock options | $ 0 | $ 0 | 119 | 0 | 119 | |
Exercise of stock options (in shares) | 0 | 26,384 | ||||
Ending balance at Mar. 31, 2022 | $ 0 | $ 1 | 269,272 | (1,266) | 268,007 | |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 110,893,867 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (4,343) | |||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 1 | 211,972 | (10,238) | 201,735 | |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 111,107,688 | ||||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 1 | 269,272 | (1,266) | 268,007 | |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 110,893,867 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | (4,309) | (4,309) | |
Member distributions | 0 | 0 | (83,313) | 0 | (83,313) | |
Interest on the promissory note to a member | 0 | 0 | (746) | 0 | (746) | |
Repayment of promissory note to a member | 0 | 0 | 427 | 0 | 427 | |
Payment of interest on promissory note to member | 0 | 0 | 3,362 | 0 | 3,362 | |
Contribution from member - related party unit-based compensation | 0 | 0 | 12,598 | 0 | 12,598 | |
Unit-based compensation expense | 0 | 0 | 360 | 0 | 360 | |
Exercise of stock options | $ 0 | $ 0 | 906 | 0 | 906 | |
Exercise of stock options (in shares) | 0 | 193,678 | ||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 1 | 202,866 | (5,575) | 197,292 | |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 111,087,545 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | $ 0 | 0 | (4,663) | (4,663) | |
Interest on the promissory note to a member | 0 | 0 | (745) | 0 | (745) | |
Contribution from member - related party unit-based compensation | 0 | 0 | 9,097 | 0 | 9,097 | |
Unit-based compensation expense | 0 | 0 | 643 | 0 | 643 | |
Exercise of stock options | $ 0 | $ 0 | 111 | 0 | 111 | |
Exercise of stock options (in shares) | 0 | 20,143 | ||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 1 | $ 211,972 | $ (10,238) | $ 201,735 | |
Ending balance (in shares) at Sep. 30, 2022 | 0 | 111,107,688 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Members' Equity (unaudited) (Q3) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2019 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Ordinary units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Preferred units, par value (in dollars per share) | 0.00001 | 0.00001 | 0.00001 | |||
Ordinary Units [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Ordinary units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||
Ordinary Units [Member] | Series X Ordinary Units (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Ordinary units, par value (in dollars per share) | 0.00001 | $ 0.00001 | ||||
Preferred Units [Member] | Series Y Preferred Stock (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred units, par value (in dollars per share) | $ 0.00001 | 0.00001 | $ 0.00001 | 0.00001 | ||
Preferred Units [Member] | Series X Ordinary Units (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) (Q3) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Operating activities | ||||||
Net loss | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Unit-based compensation | 343 | 924 | 23,353 | 1,806 | 2,602 | 6,780 |
Gain on Paycheck Protection Program loan forgiveness | 0 | 0 | (1,535) | 0 | ||
Accrual of premium on debt | 0 | 3,682 | 0 | 1,118 | 1,118 | 0 |
Amortization of debt issuance costs | 0 | 564 | 759 | 897 | 1,180 | 0 |
Interest income on promissory note from member | 0 | 0 | (2,232) | (1,282) | (2,038) | 0 |
Depreciation and amortization | 10,642 | 17,639 | 27,215 | 32,534 | 43,234 | 27,412 |
Provision for doubtful accounts | 0 | 150 | 27 | 0 | 53 | 282 |
Deferred income taxes | (1,568) | (3,940) | (3,595) | (3,855) | (4,312) | 2,173 |
Loss on disposal of property and equipment | 0 | 0 | 0 | 15 | ||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | 2,221 | (2,942) | (575) | (3,622) | (6,105) | (2,351) |
Prepaid expenses and deferred charges | 521 | (437) | (1,144) | (1,602) | (1,777) | (1,199) |
Other current assets | 12 | 69 | (4,779) | (4,268) | (3,292) | 281 |
Other assets | 249 | 304 | (677) | 53 | 37 | (210) |
Accounts payable | 432 | (1,846) | (524) | 1,122 | 1,845 | (52) |
Accrued expenses and other current liabilities | 5,587 | (3,041) | 4,654 | (7,185) | (7,481) | (6,177) |
Deferred revenue | (110) | 8,624 | (1,345) | 5,364 | 6,547 | 3,412 |
Due to related party | (60) | (10) | 0 | 10 | 10 | (58) |
Other liabilities | 301 | 821 | 0 | (805) | (720) | (41) |
Net cash provided by operating activities | 16,456 | 9,602 | 36,794 | 18,852 | 34,430 | 37,973 |
Investing activities | ||||||
Cash used in acquiring the Predecessor, net of cash acquired | 0 | (263,843) | 0 | 0 | ||
Purchase of property and equipment | (270) | (197) | (339) | (156) | (269) | (133) |
Additions to capitalized software | (1,420) | (951) | (3,434) | (2,184) | (3,528) | (2,327) |
Loans to employees | 0 | 0 | 0 | (2,224) | ||
Proceeds from repayment of loan to employees | 2,224 | 0 | 0 | 0 | ||
Loan to Kunlun | (14,000) | 0 | 0 | 0 | ||
Proceeds from repayment of loan to Kunlun | 14,000 | 0 | 0 | 0 | ||
Net cash (used in) provided by investing activities | 534 | (264,991) | (3,773) | (2,340) | (3,797) | (4,684) |
Financing activities | ||||||
Proceeds from exercise of stock options | 0 | 0 | 1,136 | 589 | 1,351 | 0 |
Contribution from members | 0 | 110,000 | 0 | 0 | ||
Distributions paid | (79,524) | 0 | ||||
Proceeds from issuance of debt | 0 | 192,000 | 60,000 | 0 | 0 | 0 |
Payment of debt | 0 | 0 | (2,220) | (2,880) | (56,640) | 0 |
Payment of debt issuance costs | 0 | (3,825) | (955) | (960) | (960) | 0 |
Proceeds from Paycheck Protection Program Loan | 1,514 | 0 | 0 | 0 | ||
Net cash (used in) provided by financing activities | 1,514 | 298,175 | (21,563) | (3,251) | (56,249) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 18,504 | 42,786 | 11,458 | 13,261 | (25,616) | 33,289 |
Cash, cash equivalents and restricted cash, beginning of the period | 47,950 | 0 | 17,170 | 42,786 | 42,786 | 14,661 |
Cash, cash equivalents and restricted cash, end of the period | 0 | 42,786 | 28,628 | 56,047 | 17,170 | 47,950 |
Reconciliation of cash, cash equivalents and restricted cash | ||||||
Cash and cash equivalents | 65,062 | 41,394 | 27,236 | 54,655 | 15,778 | 46,558 |
Restricted cash | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 |
Cash, cash equivalents and restricted cash | 0 | 42,786 | 28,628 | 56,047 | 17,170 | 47,950 |
Supplemental disclosure of cash flow information: | ||||||
Cash interest paid | 2 | 10,336 | 12,159 | 13,752 | 22,751 | 99 |
Income taxes paid | $ 157 | $ 1,730 | 2,207 | 8,775 | $ 9,514 | $ 273 |
Supplemental disclosure of non-cash financing activities: | ||||||
Repayment of principal and interest on the promissory note to a member from distributions | 3,789 | 0 | ||||
Member distributions | (3,789) | 0 | ||||
Deferred transaction costs not yet paid | $ 1,168 | $ 0 |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | |||||||||||
Cash and cash equivalents | $ 27,236 | $ 15,778 | $ 54,655 | $ 41,394 | $ 65,062 | $ 46,558 | |||||
Accounts receivable, net of allowances of $53 and $150 at December 31, 2021 and 2020, respectively | 18,433 | 17,885 | 11,833 | 11,261 | |||||||
Prepaid expenses | 4,336 | 2,330 | 1,921 | ||||||||
Deferred charges | 3,749 | 4,611 | 3,243 | ||||||||
Due from related parties | 0 | 10 | |||||||||
Other current assets | 8,087 | 3,308 | 16 | ||||||||
Total current assets | 61,841 | 43,912 | 58,417 | ||||||||
Restricted cash | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 | 1,392 | |||||
Property and equipment, net | 2,134 | 2,374 | 2,866 | ||||||||
Capitalized software development costs, net | 6,916 | 3,637 | 416 | ||||||||
Intangible assets, net | 113,335 | 139,708 | 181,874 | ||||||||
Goodwill | 258,619 | 258,619 | 258,619 | 0 | $ 239,578 | ||||||
Other assets | 761 | 84 | 121 | ||||||||
Total assets | 444,998 | 449,726 | 503,705 | ||||||||
Current liabilities | |||||||||||
Accounts payable | 1,913 | 2,437 | 592 | ||||||||
Accrued expenses and other current liabilities | 10,429 | 3,539 | 11,043 | ||||||||
Current maturities of long-term debt, net | 5,040 | 3,840 | 56,266 | ||||||||
Deferred revenue | 18,732 | 20,077 | 13,530 | 14,102 | |||||||
Total current liabilities | 36,114 | 29,893 | 81,431 | ||||||||
Long-term debt, net | 189,663 | 133,279 | 137,667 | ||||||||
Deferred income taxes | 17,317 | 20,912 | 25,224 | ||||||||
Other non-current liabilities | 169 | 2,405 | 3,125 | ||||||||
Total liabilities | 243,263 | 186,489 | 247,447 | ||||||||
Commitments and Contingencies (Note 12) | |||||||||||
Members' Equity | |||||||||||
Preferred units, par value $0.00001, unlimited units authorized, no units issued and outstanding at December 31, 2021 and 2020 | 0 | 0 | 0 | ||||||||
Ordinary units, par value $0.00001; unlimited units authorized; 110,867,483 and 105,180,224 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1 | 1 | 1 | ||||||||
Additional paid-in capital | 211,972 | 269,131 | 267,216 | ||||||||
Accumulated deficit | (10,238) | (5,895) | (10,959) | ||||||||
Total members' equity | 201,735 | $ 197,292 | $ 268,007 | 263,237 | $ 256,016 | $ 253,593 | $ 251,671 | 256,258 | $ 248,846 | $ 370,774 | $ 356,288 |
Total liabilities and members' equity | $ 444,998 | $ 449,726 | $ 503,705 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (FY) (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2019 | |
Current Assets | |||||
Accounts receivable, allowance | $ 150 | $ 80 | $ 53 | ||
Members' Equity | |||||
Preferred units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Preferred units, shares authorized (in shares) | Unlimited | Unlimited | Unlimited | ||
Preferred units, shares issued (in shares) | 0 | 0 | 0 | ||
Preferred units, shares outstanding (in shares) | 0 | 0 | 0 | ||
Ordinary units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Ordinary units, shares authorized (in shares) | Unlimited | Unlimited | Unlimited | ||
Ordinary units, shares issued (in shares) | 105,180,224 | 111,107,688 | 110,867,483 | 101,484,772 | 101,421,320 |
Ordinary units, shares outstanding (in shares) | 105,180,224 | 111,107,688 | 110,867,483 | 101,421,320 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (FY) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Revenue | $ 50,402 | $ 38,249 | $ 43,385 | $ 61,078 | $ 140,487 | $ 100,812 | $ 145,833 | $ 108,698 | ||||
Operating costs and expenses | ||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 12,955 | 9,621 | 12,954 | 18,467 | 36,758 | 25,723 | 37,358 | 27,545 | ||||
Selling, general and administrative expense | 20,331 | 8,335 | 15,583 | 15,671 | 53,822 | 21,798 | 30,618 | 32,573 | ||||
Product development expense | 4,159 | 2,841 | 7,136 | 7,278 | 11,981 | 7,422 | 10,913 | 11,059 | ||||
Depreciation and amortization | 9,097 | 10,708 | 10,642 | 17,639 | 27,215 | 32,534 | 43,234 | 27,412 | ||||
Total operating costs and expenses | 46,542 | 31,505 | 46,315 | 59,055 | 129,776 | 87,477 | 122,123 | 98,589 | ||||
Income (loss) from operations | 3,860 | 6,744 | (2,930) | 2,023 | 10,711 | 13,335 | 23,710 | 10,109 | ||||
Other (expense) income | ||||||||||||
Interest (expense) income, net | (4,786) | (4,300) | 277 | (15,082) | (10,998) | (14,863) | (18,698) | 386 | ||||
Other income (expense), net | (263) | (89) | (76) | 142 | (329) | (119) | 1,288 | (348) | ||||
Total other (expense) income | (5,049) | (4,389) | 201 | (14,940) | (11,327) | (14,982) | (17,410) | 38 | ||||
Net income (loss) before income tax | (1,189) | 2,355 | (2,729) | (12,917) | (616) | (1,647) | 6,300 | 10,147 | ||||
Income tax provision (benefit) | 3,474 | 461 | (615) | (1,958) | 3,727 | (214) | 1,236 | 2,441 | ||||
Net income (loss) | (4,663) | $ (4,309) | $ 4,629 | 1,894 | $ 1,794 | $ (5,121) | (2,114) | (10,959) | (4,343) | (1,433) | 5,064 | 7,706 |
Comprehensive income (loss) | $ (4,663) | $ 1,894 | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 | ||||
Net income (loss) per unit/share: | ||||||||||||
Basic (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Diluted (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Weighted-average units/shares of ordinary units/common stock outstanding: | ||||||||||||
Basic (in shares) | 111,098,038 | 110,611,462 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,922,180 | 100,471,506 | ||||
Diluted (in shares) | 111,098,038 | 110,626,218 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,962,336 | 100,542,867 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (FY) - USD ($) $ in Thousands | Preferred Units [Member] Series Y Preferred Units (Par value $0.00001) [Member] | Ordinary Units [Member] | Ordinary Units [Member] Series X Ordinary Units (Par value $0.00001) [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Predecessor [Member] Ordinary Units [Member] | Predecessor [Member] Additional Paid-in Capital [Member] | Predecessor [Member] Retained Earnings [Member] | Predecessor [Member] |
Beginning balance at Dec. 31, 2018 | $ 1 | $ 245,307 | $ 110,980 | $ 356,288 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 100,000,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | 7,706 | 7,706 | ||||||
Vested units | $ 0 | 0 | 0 | $ 0 | ||||||
Vested units (in shares) | 1,421,320 | 1,421,320 | ||||||||
Share/Unit-based compensation | $ 0 | 6,780 | 0 | $ 6,780 | ||||||
Ending balance at Dec. 31, 2019 | $ 1 | 252,087 | 118,686 | 370,774 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 101,421,320 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | (2,114) | (2,114) | ||||||
Vested units | $ 0 | 0 | 0 | $ 0 | ||||||
Vested units (in shares) | 63,452 | 63,452 | ||||||||
Share/Unit-based compensation | $ 0 | 343 | 0 | $ 343 | ||||||
Ending balance at Jun. 10, 2020 | $ 0 | $ 1 | 248,845 | 0 | 248,846 | $ 1 | $ 252,430 | $ 116,572 | $ 369,003 | |
Ending balance (in shares) at Jun. 10, 2020 | 1,484,722 | 101,554,472 | 101,484,772 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | $ 0 | 0 | (10,959) | (10,959) | |||||
Issuance of units | $ 0 | $ 0 | 25,000 | 0 | 25,000 | |||||
Issuance of units (in shares) | 0 | 3,625,752 | ||||||||
Contribution from member - related party unit-based compensation | $ 0 | $ 0 | 318 | 0 | 318 | |||||
Vested units | $ 0 | $ 0 | 192 | 0 | 192 | |||||
Vested units (in shares) | 38,121 | 0 | ||||||||
Share/Unit-based compensation | $ 0 | $ 0 | 414 | 0 | 414 | |||||
Repurchase of units | $ 0 | $ 0 | (7,553) | 0 | (7,553) | |||||
Repurchase of units (in shares) | (1,522,843) | 0 | ||||||||
Ending balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | (5,121) | (5,121) | ||||||
Contribution from member - related party unit-based compensation | 0 | 268 | 0 | 268 | ||||||
Share/Unit-based compensation | 0 | 266 | 0 | 266 | ||||||
Ending balance at Mar. 31, 2021 | $ 1 | 267,750 | (16,080) | 251,671 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 105,180,224 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (1,433) | |||||||||
Ending balance at Sep. 30, 2021 | $ 1 | 268,407 | (12,392) | 256,016 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 110,698,336 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 1 | 267,216 | (10,959) | 256,258 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 105,180,224 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 5,064 | 5,064 | |||||
Issuance of units | $ 0 | $ 0 | 30,000 | 0 | 30,000 | |||||
Issuance of units (in shares) | 0 | 5,387,194 | ||||||||
Promissory note to a member | $ 0 | $ 0 | (30,000) | 0 | (30,000) | |||||
Interest on the promissory note to a member | 0 | 0 | (2,038) | 0 | (2,038) | |||||
Contribution from member - related party unit-based compensation | 0 | 0 | 1,333 | 0 | 1,333 | |||||
Share/Unit-based compensation | 0 | $ 0 | 1,269 | 0 | 1,269 | |||||
Exercise of stock options | $ 0 | 1,351 | 0 | 1,351 | ||||||
Exercise of stock options (in shares) | 0 | 300,065 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 1 | 267,750 | (16,080) | 251,671 | ||||||
Beginning balance (in shares) at Mar. 31, 2021 | 105,180,224 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | 1,794 | 1,794 | ||||||
Issuance of units | $ 0 | 30,000 | 0 | 30,000 | ||||||
Issuance of units (in shares) | 5,387,194 | |||||||||
Promissory note to a member | $ 0 | (30,000) | 0 | (30,000) | ||||||
Interest on the promissory note to a member | 0 | (526) | 0 | (526) | ||||||
Contribution from member - related party unit-based compensation | 0 | 352 | 0 | 352 | ||||||
Share/Unit-based compensation | 0 | 302 | 0 | 302 | ||||||
Ending balance at Jun. 30, 2021 | $ 1 | 267,878 | (14,286) | 253,593 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 110,567,418 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | 1,894 | 1,894 | ||||||
Interest on the promissory note to a member | 0 | (756) | 0 | (756) | ||||||
Contribution from member - related party unit-based compensation | 0 | 356 | 0 | 356 | ||||||
Share/Unit-based compensation | 0 | 340 | 0 | 340 | ||||||
Exercise of stock options | $ 0 | 589 | 0 | 589 | ||||||
Exercise of stock options (in shares) | 130,918 | |||||||||
Ending balance at Sep. 30, 2021 | $ 1 | 268,407 | (12,392) | 256,016 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 110,698,336 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | 4,629 | 4,629 | ||||||
Interest on the promissory note to a member | 0 | (741) | 0 | (741) | ||||||
Contribution from member - related party unit-based compensation | 0 | 349 | 0 | 349 | ||||||
Share/Unit-based compensation | 0 | 414 | 0 | 414 | ||||||
Exercise of stock options | $ 0 | 119 | 0 | 119 | ||||||
Exercise of stock options (in shares) | 26,384 | |||||||||
Ending balance at Mar. 31, 2022 | $ 1 | 269,272 | (1,266) | 268,007 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 110,893,867 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 1 | 269,131 | (5,895) | 263,237 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 110,867,483 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (4,343) | |||||||||
Ending balance at Sep. 30, 2022 | $ 1 | 211,972 | (10,238) | 201,735 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 111,107,688 | |||||||||
Beginning balance at Mar. 31, 2022 | $ 1 | 269,272 | (1,266) | 268,007 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 110,893,867 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | (4,309) | (4,309) | ||||||
Interest on the promissory note to a member | 0 | (746) | 0 | (746) | ||||||
Contribution from member - related party unit-based compensation | 0 | 12,598 | 0 | 12,598 | ||||||
Share/Unit-based compensation | 0 | 360 | 0 | 360 | ||||||
Exercise of stock options | $ 0 | 906 | 0 | 906 | ||||||
Exercise of stock options (in shares) | 193,678 | |||||||||
Ending balance at Jun. 30, 2022 | $ 1 | 202,866 | (5,575) | 197,292 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 111,087,545 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | 0 | (4,663) | (4,663) | ||||||
Interest on the promissory note to a member | 0 | (745) | 0 | (745) | ||||||
Contribution from member - related party unit-based compensation | 0 | 9,097 | 0 | 9,097 | ||||||
Share/Unit-based compensation | 0 | 643 | 0 | 643 | ||||||
Exercise of stock options | $ 0 | 111 | 0 | 111 | ||||||
Exercise of stock options (in shares) | 20,143 | |||||||||
Ending balance at Sep. 30, 2022 | $ 1 | $ 211,972 | $ (10,238) | $ 201,735 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 111,107,688 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (FY) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2019 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Preferred units, par value (in dollars per share) | 0.00001 | 0.00001 | 0.00001 | |||
Common Stock [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||
Common Stock [Member] | Series X Ordinary Units (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, par value (in dollars per share) | 0.00001 | $ 0.00001 | ||||
Preferred Units [Member] | Series X Ordinary Units (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred units, par value (in dollars per share) | 0.00001 | 0.00001 | ||||
Preferred Units [Member] | Series Y Preferred Stock (Par value $0.00001) [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred units, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 10, 2020 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Operating activities | ||||
Net income (loss) | $ (2,114) | $ (10,959) | $ 5,064 | $ 7,706 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Share/Unit-based compensation | 343 | 924 | 2,602 | 6,780 |
Gain on Paycheck Protection Program loan forgiveness | 0 | 0 | (1,535) | 0 |
Accrual of premium on debt | 0 | 3,682 | 1,118 | 0 |
Amortization of debt issuance costs | 0 | 564 | 1,180 | 0 |
Interest income on promissory note from member | 0 | 0 | (2,038) | 0 |
Depreciation and amortization | 10,642 | 17,639 | 43,234 | 27,412 |
Provision for doubtful accounts | 0 | 150 | 53 | 282 |
Deferred income taxes | (1,568) | (3,940) | (4,312) | 2,173 |
Loss on disposal of property and equipment | 0 | 0 | 0 | 15 |
Changes in assets and liabilities: | ||||
Accounts receivable | 2,221 | (2,942) | (6,105) | (2,351) |
Prepaid expenses and deferred charges | 521 | (437) | (1,777) | (1,199) |
Other current assets | 12 | 69 | (3,292) | 281 |
Other assets | 249 | 304 | 37 | (210) |
Accounts payable | 432 | (1,846) | 1,845 | (52) |
Accrued expenses and other current liabilities | 5,587 | (3,041) | (7,481) | (6,177) |
Deferred revenue | (110) | 8,624 | 6,547 | 3,412 |
Due to/(from) related party | (60) | (10) | 10 | (58) |
Other liabilities | 301 | 821 | (720) | (41) |
Net cash provided by operating activities | 16,456 | 9,602 | 34,430 | 37,973 |
Investing activities | ||||
Cash used in acquiring the Predecessor, net of cash acquired | 0 | (263,843) | 0 | 0 |
Purchase of property and equipment | (270) | (197) | (269) | (133) |
Additions to capitalized software | (1,420) | (951) | (3,528) | (2,327) |
Loans to employees | 0 | 0 | 0 | (2,224) |
Proceeds from repayment of loan to employees | 2,224 | 0 | 0 | 0 |
Loan to Kunlun | (14,000) | 0 | 0 | 0 |
Proceeds from repayment of loan to Kunlun | 14,000 | 0 | 0 | 0 |
Net cash (used in) provided by investing activities | 534 | (264,991) | (3,797) | (4,684) |
Financing activities | ||||
Proceeds from exercise of stock options | 0 | 0 | 1,351 | 0 |
Contribution from members | 0 | 110,000 | 0 | 0 |
Proceeds from issuance of debt | 0 | 192,000 | 0 | 0 |
Payment of debt | 0 | 0 | (56,640) | 0 |
Payment of debt issuance costs | 0 | (3,825) | (960) | 0 |
Proceeds from Paycheck Protection Program Loan | 1,514 | 0 | 0 | 0 |
Net cash (used in) provided by financing activities | 1,514 | 298,175 | (56,249) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 18,504 | 42,786 | (25,616) | 33,289 |
Cash, cash equivalents and restricted cash, beginning of the period | 47,950 | 0 | 42,786 | 14,661 |
Cash, cash equivalents and restricted cash, end of the period | 0 | 42,786 | 17,170 | 47,950 |
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 65,062 | 41,394 | 15,778 | 46,558 |
Restricted cash | 1,392 | 1,392 | 1,392 | 1,392 |
Cash, cash equivalents and restricted cash | 0 | 42,786 | 17,170 | 47,950 |
Supplemental disclosure of cash flow information: | ||||
Cash interest paid | 2 | 10,336 | 22,751 | 99 |
Income taxes paid | 157 | 1,730 | 9,514 | 273 |
Non-cash capital contribution as part of the purchase price for acquisition for the Predecessor | ||||
Deferred payments, at fair value | 0 | 156,082 | 0 | 0 |
Issuance of Series Y preferred units, at fair value | 0 | 7,364 | 0 | 0 |
Contingent consideration, at fair value | 0 | 400 | 0 | 0 |
Supplemental disclosure of non-cash financing activities: | ||||
Paycheck Protection Program loan forgiveness | 0 | 0 | $ 1,535 | $ 0 |
Predecessor [Member] | ||||
Financing activities | ||||
Cash, cash equivalents and restricted cash, beginning of the period | $ 66,454 | |||
Cash, cash equivalents and restricted cash, end of the period | 66,454 | |||
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash, cash equivalents and restricted cash | $ 66,454 |
Nature of Business (Q3)
Nature of Business (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Nature of Business [Abstract] | ||
Nature of Business | 1. Nature of Business Grindr Group LLC and Subsidiaries (the “Company”) is headquartered in Los Angeles, California and manages and operates the Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android. The Company offers both a free, ad-supported service and a premium subscription version. The Company also manages a dating service app called Blendr, for a broader market. The Company is a wholly owned subsidiary of San Vicente Group Holdings LLC (“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of San Vicente Acquisition LLC (“SVA”), and San Vicente Equity Joint Venture LLC (“SVE”), a related party and subsidiary of SVA. | 1. Nature of Business Grindr Group LLC and Subsidiaries (the “ Successor Predecessor Company On June 10, 2020, San Vicente Acquisition LLC (“ SVA Kunlun Acquisition The Successor is a wholly owned subsidiary of San Vicente Group Holdings LLC (“ Group Holdings SVG SVE |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of stock-based compensation, among others. Impact of COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While restrictions have been lessened and lifted, restrictions could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to, goodwill, indefinite-lived intangibles, and long-lived asset impairment charges. Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). Deferred transaction costs Deferred transaction costs consist of direct legal, accounting and other fees relating to the Company’s anticipated merger with a special purpose acquisition company (the “Merger”). These costs are capitalized as incurred in other current assets on the condensed consolidated balance sheets and will be expensed or charged to members’ equity upon the completion of the Merger. In the event the Merger is terminated, deferred transaction costs will be expensed in that period. Deferred transaction costs as of September 30, 2022 were $8,086. There were no deferred transaction costs as of December 31, 2021. Modification of equity classified award On the modification date, the Company determines the type of modification of the equity award by assessing whether the equity awards are probable or improbable to vest before and after the modification. The Company estimates the fair value of the awards immediately before and immediately after modification for those equity awards that are probable of vesting before and after the modification. Any incremental increase in fair value is recognized as an expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the requisite service period using the related expense attribution method to the extent that they are unvested. For equity awards that are improbable of vesting before the modification and probable of vesting after the modification, the Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period using the related expense attribution method based on the fair value of the awards at the modification date. Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The accounts receivable balances, net of allowances, were $18,433 and $17,885 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as of January 1, 2021. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848 of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was included in the deferred revenue balance as of December 31, 2020. Disaggregation of Revenue The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 Recent Accounting Pronouncements As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), allows the Company to delay adoption of new or revised pronouncement applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP The Successor and Predecessor financial statements are defined as follows: Successor: The consolidated financial statements of Grindr Group LLC and Subsidiaries are comprised of the consolidated balance sheets as of December 31, 2021 and December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of members’ equity, and cash flows for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, and the related notes. Predecessor: The consolidated financial statements of Grindr Inc. and Subsidiaries are comprised of the consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders’ equity, and cash flows for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, and the related notes. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of stock-based compensation, among others. Impact of COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While restrictions have been lessened and lifted, restrictions could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to, goodwill, indefinite-lived intangibles, and long-lived asset impairment charges. Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“ CEO Cash and Cash Equivalents Cash and cash equivalents consist entirely of cash and money market accounts. The Company considers all highly liquid short-term investments purchased with an original maturity of ninety days or less at the time of purchase to be cash equivalents. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as a non-current asset on the consolidated balance sheets. The restricted cash balance as of December 31, 2021 and December 31, 2020 was related to a letter of credit held with a financial institution for leased office space secured by the Company as described in Note 12. Foreign Currency Transactions Transaction gains and losses denominated in a currency other than the functional currency are included in “Other income (expense), net” on the consolidated statements of operations and comprehensive income (loss). Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 — Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 — Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The Company discloses the fair value of its debt in Note 11. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. For property and equipment acquired through a business combination, it is carried at the fair value as of the acquisition date less subsequent accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, and in the case of leasehold improvements, the lease term, if shorter, as follows: Estimated Useful Lives Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements 5 to 10 years Maintenance and repairs are charged to expense as incurred and additions and improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive income (loss). Business Combinations and Contingent Consideration Arrangements The Company allocates the purchase price of acquisitions to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition, including identifiable intangible assets that arise from a contractual or legal right and are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used, and the resulting purchase price allocation. The excess of the fair value of purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The estimated fair values of these intangible assets are based on valuations that use information and assumptions that require judgment, including estimating future cash flows or the cost to recreate an acquired asset. Acquisition-related costs are expensed in the periods in which the costs are incurred. In connection with the business combination described in Note 3, SVA, an intermediate parent company of the Successor, entered into a contingent consideration arrangement that is determined to be part of the purchase price. SVA is the legal obligor of the contingent consideration and the contingent consideration was recorded at its fair value of $400 within SVA’s financial statements at the time of the acquisition, and is reflected at the current fair value for each subsequent reporting period thereafter until settled. The contingent consideration arrangement is based on the achievement of an EBITDA target for the 12-month period after the closing date. Such target was not met, and no contingent consideration was paid. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment loss equal to the excess is recorded. In the fourth quarters of the fiscal years ended 2021, 2020, and 2019, the Successor and Predecessor, respectively, performed its qualitative assessment and determined that it was not more likely than not that the recorded goodwill was impaired. The Company uses a qualitative approach to test indefinite-lived intangible assets (which currently consists of tradenames) for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of the indefinite-lived intangible assets in connection with the annual impairment testing for the periods presented. The results of the qualitative analysis of the Company’s indefinite-lived intangible assets indicated that the fair value of the indefinite- lived intangible assets exceeded their carrying value. The Company foregoes a qualitative assessment and tests indefinite-lived intangible assets for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of indefinite-lived intangible assets involves a comparison of the estimated fair value of the indefinite-lived assets to their carrying value. If the estimated fair value of the indefinite-lived assets exceeds their carrying value, the indefinite-lived intangible assets are not impaired. If the carrying value of the indefinite-lived assets exceeds the estimated fair value, an impairment loss equal to the excess is recorded. Long-Lived Assets and Intangible Assets with Long Lives Long-lived assets, which consist of property and equipment, capitalized software, and intangible assets with long lives, are reviewed for impairment whenever events or changes in circumstances indicate that the varying value of an asset may not be recoverable. 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 long-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. Capitalized Software Development Costs The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its app and functionalities within the app. The Company capitalizes certain costs when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors and vendors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the software solutions are also capitalized. Costs incurred for training, maintenance, and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Sales tax, including value added tax, is excluded from reported revenue. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. There are no instances where variable consideration is considered material in any of the Company’s arrangements. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money. Principal/Agent Considerations In arrangements where another party (e.g., advertising service provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of the Company’s gross accounts receivables. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. The Company generally collects these balances between 30 and 45 days following the purchase by the customer. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The time between the Company issuance of an invoice and payment due date is not significant; payments that are not collected in advance of the transfer of promised services are generally due between 30 and 60 days from the invoice date. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of December 31, 2021 and December 31, 2020 for the Successor, respectively. The opening balance of accounts receivable, net of allowances, was $11,261 as of January 1, 2020 for the Predecessor. Deferred Charges The Company defers certain costs as an asset, primarily mobile app store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, the Company recognized cost of revenue of $29,020, $14,918, $10,364 and $22,010, respectively, related to these costs. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the year ended December 31, 2021, the Successor recognized $13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. For the period from June 11, 2020 through December 31, 2020, the Successor recognized $4,014 of revenue that was included in the deferred revenue balance as of June 10, 2020. For the period from January 1, 2020 through June 10, 2020, the Predecessor recognized $11,448 of revenue that was included in the deferred revenue balance as of December 31, 2019. For the year ended December 31, 2019, the Predecessor recognized $10,690 of revenue that was included in the deferred revenue balance as of December 31, 2018. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 Cost of revenue Cost of revenue consists primarily of mobile app store distribution fees, as well as credit card processing fees. Cost of revenue also includes third-party vendor costs related to customer care functions such as customer service, data center and hosting fees, moderators, and other auxiliary costs associated with providing services to customers. Selling, general and administrative expense Selling, general and administrative expense consists of compensation expense (including unit and stock-based compensation expense) and other employee related costs for personnel engaged in selling and marketing, sales support functions, executive management, finance, legal, tax, and human resources. Selling expenses also include advertising, brand marketing, digital and social media spend, and field marketing expenses. General and administrative expense also include acquisition-related transaction costs, allocated expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses. Product development expense Product development expense consists primarily of compensation (including stock and unit-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology. Depreciation and amortization expenses Depreciation and amortization expenses are primarily related to computer equipment, leasehold improvements, furniture and fixtures, customer relationships, technology, and capitalized software development costs. Advertising Costs Advertising costs are expensed as incurred. Advertising costs totaled $1,293 and $461 for the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $2,861 and $3,066 for the Predecessor for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated statements of operations and comprehensive income (loss). Leases Rent expense is recorded on a straight-line basis over the lease term. The difference between cash payments for rent and the expense recorded is reported as current and non-current deferred rent within accrued expenses and other current liabilities, other current assets, other long-term liabilities, and other assets, respectively, in the accompanying consolidated balance sheets. Income Taxes While the Successor is a limited liability company, the Company has elected to be treated as a C corporation for taxation purposes. The Company uses the asset and liability method when accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Valuation allowances are provided against tax assets when it is determined that it is more-likely-than-not that the assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of the benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The provision for income taxes included the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related interest and penalties. Unit-based and Stock-based Compensation Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted unit options (Successor periods), restricted unit awards (Successor periods), and restricted stock awards (“ RSA For the Successor, unit-based compensation includes compensation expense related to the grant of service-based unit options and restricted units granted under the 2020 Plan and the service-based and performance-based Series P Units (defined in Note 15) The estimated fair value of the performance-based profit units awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they occur. The Predecessor also granted incentive unit awards that vest upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering). The Predecessor recognized stock-based compensation expense and the liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred. Determining the fair value of unit and stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the Com |
Income Tax (Q3)
Income Tax (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax [Abstract] | ||
Income Tax | 3. Income Tax In determining the quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs. The computation of the estimated annual effective income rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. For the three months ended September 30, 2022 and 2021, the Company recorded an income tax provision of $3,474 and $461, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax provision (benefit) of $3,727 and $(214) respectively. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes, unit-based compensation, foreign derived intangible income deduction and other permanent differences. | 7. Income Tax Net income (loss) before income tax includes the following components: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $6,265 $(12,917) $(2,729) $10,147 International 35 — — — $6,300 $(12,917) $(2,729) $10,147 Income tax provision (benefit) for the year ended December 31, 2021 and the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, consisted of the following: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Current income tax provision (benefit): Federal $ 4,828 $ 1,461 $ 760 $ 341 State 711 521 193 (73) International 9 — — — Total current tax provision (benefit): 5,548 1,982 953 268 Deferred income tax provision (benefit): Federal (4,436) (3,552) (1,304) 2,170 State 124 (388) (264) 3 International — — — — Total deferred tax provision (benefit): (4,312) (3,940) (1,568) 2,173 Total income tax provision (benefit) $ 1,236 $(1,958) $ (615) $2,441 The tax effects of temporary differences that give rise to portions of deferred tax assets and deferred tax liabilities are as follows: Successor December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 474 $ 393 Net operating losses 4 10 General business credit 300 421 Deferred rent 47 — Accrued compensation 282 591 Deferred revenue — 204 Tax original issue discount 491 663 Capitalized interest carryforward 195 — Gross deferred tax assets 1,793 2,282 Less: Valuation allowance — (78) Total deferred tax assets 1,793 2,204 Deferred tax liabilities: Intangible assets (22,551) (27,291) Other (154) (137) Total gross deferred tax liabilities: (22,705) (27,428) Net deferred tax liabilities $(20,912) $(25,224) ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as deferred tax asset (“ DTA Tax credit carryforwards are as follows: Successor December 31, 2021 Amount Expiration Years Tax credits, state 468 Do Not Expire Successor December 31, 2020 Amount Expiration Years Tax credits, state 603 Do Not Expire The reconciliation between the Company’s effective tax rate on income (loss) before income tax and the statutory tax rate is as follows: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Income tax provision at the federal statutory rate 21.0% 21.0% 21.0% 21.0% State taxes 9.6% (0.9)% 2.4% 1.4% Equity compensation 4.4% (0.8)% (1.2)% 2.3% Transaction costs —% (4.7)% (0.7)% —% Foreign derived intangible income deduction (11.0)% 2.1% 9.8% (2.4)% CARES Act —% —% (6.5)% —% Change in valuation allowance (1.2)% (0.6)% —% —% Other items (3.2)% (0.9)% (2.2)% 1.8% 19.6% 15.2% 22.6% 24.1% The following table summarized the activity related to the gross unrecognized tax benefits as of December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 and June 10, 2020 and as of December 31, 2019 for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Balance at the beginning of the year $232 $171 $149 $128 Increase related to current year tax positions 109 61 22 21 Balance at end of the year $341 $232 $171 $149 All of the Company’s unrecognized tax benefits, if recognized, would change the effective rate. The Company does not expect any material changes to the unrecognized tax benefits over the next 12 months. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax provision (benefit)” in the consolidated statements of operations and comprehensive income (loss). Interest and penalties are not material for each of the periods presented. The Company believes it is more likely than not that all significant tax positions taken to date would be sustained by the relevant taxing authorities. As of December 31, 2021 and December 31, 2020 for the Successor, there were no active taxing authority examinations in any of the Company's major tax jurisdictions. The Company remains subject to examination for federal and state income tax purposes for the tax years ending 2017 through 2021 In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act TCJA At this time, the Company does not believe that the CARES Act or Consolidated Appropriations Act, 2021 has had or will have a material impact on the Company’s financial statements. |
Other Current Assets (Q3)
Other Current Assets (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Current Assets [Abstract] | ||
Other Current Assets | 4. Other Current Assets Other current assets consist of the following: September 30, 2022 December 31, 2021 Deferred transaction costs $8,086 $ — Income tax receivable — 3,274 Other current assets 1 34 $8,087 $3,308 | 8. Other Current Assets Other current assets consist of the following: Successor December 31, 2021 2020 Income tax receivable $3,274 $— Other current assets 34 16 $3,308 $16 |
Promissory Note from a Member (
Promissory Note from a Member (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Promissory Note from a Member [Abstract] | ||
Promissory Note from a Member | 5. Promissory Note from a Member On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a related party wherein certain members of Catapult GP II are executives of the Company, purchased 5,387,194 common units of the Company. In conjunction with the common units purchased, the Company entered into a full recourse promissory note with Catapult GP II with a face value of $30,000 (the “Note”). The Note, including all unpaid interest, is to be repaid the earlier of 1) the tenth The total amount outstanding on the Note, including interest, was $30,481 and $32,038 as of September 30, 2022 and December 31, 2021, respectively. The Note and the related accrued interest are reflected as a reduction to equity in the condensed consolidated statements of members’ equity. | 9. Promissory Note from a Member On April 27, 2021, Catapult GP II LLC (“ Catapult GP II Note ten The total amount outstanding amount on the Note, including interest, was $32,038 as of December 31, 2021. The Note and the related accrued interest are reflected as a reduction to equity in the consolidated statements of members’ equity. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Settlement payable of incentive units on 2016 Plan $ 2,108 $1,060 Income, sales and other taxes payable 2,710 664 Accrued professional service fees 1,452 184 Accrued legal expenses 1,185 196 Accrued infrastructure expenses 567 — Employee compensation and benefits 477 320 Settlement payable to a former director 406 204 Deferred rent 362 196 Other accrued expenses 1,162 715 $10,429 $3,539 | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Successor December 31, 2021 2020 Accrued repurchase of Series Y Preferred Units $ — $ 7,687 Settlement payable of incentive units on 2016 Plan 1,060 — Settlement payable to a former director 204 — Income and other taxes payable 664 1,428 Employee compensation and benefits 320 1,460 Other accrued expenses 1,291 468 $3,539 $11,043 |
Debt (Q3)
Debt (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt [Abstract] | ||
Debt | 7. Debt Total debt for the Company is comprised of the following: September 30, 2022 December 31, 2021 Credit Agreement Current $ 5,040 $ 3,840 Non-current 192,900 136,320 197,940 140,160 Less: unamortized debt issuance costs (3,237) (3,041) $194,703 $ 137,119 On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Company, entered into a credit agreement (the “Credit Agreement”) which permitted the Company to borrow up to $192,000. Borrowings under the agreement are collateralized by the capital stock and assets of certain wholly owned subsidiaries of the Company. The Company’s obligation under the Credit Agreement is guaranteed by certain of the Company’s wholly owned subsidiaries. Borrowings under the Credit Agreement are payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Company is also required to make mandatory prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. No such prepayment was required for the three and nine months ended September 30, 2022 and 2021. Borrowings under the Credit Agreement are Index Rate Loans or LIBOR Rate Loans, at the Company’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of September 30, 2022 and December 31, 2021 were 10.3% and 9.5%, respectively, based on the LIBOR Rate. The Credit Agreement also required the Company to make a lump-sum principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on the first amendment to the Credit Agreement entered into on February 25, 2021. In addition to the mandatory repayment, the Company was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment. The premium was accrued over the term of the Credit Agreement through the initial repayment date in February 2021. For the nine months ended September 30, 2021, $1,118 of the premium was accrued and recognized as interest expense in “Interest expense, net” in the condensed consolidated statements of operations and comprehensive (loss) income. The Company paid the mandatory lump-sum principal and premium in November 2021. On June 13, 2022, a second amendment to the Credit Agreement was entered into which allowed the Company to borrow an additional $60,000, which the Company drew in conjunction with the closing of the amendment. The second amendment to the Credit Agreement was accounted for as a debt modification. The Company capitalized and paid debt issuance costs totaling $955 in conjunction with the second amendment. The borrowing under the second amendment has the same terms as the Credit Agreement and is payable in full on June 10, 2025. The obligations under the Credit Agreement are subject to automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the business, operations or conditions of the Company, or SVA’s default on the deferred payment resulting from the Company’s acquisition of Grindr, Inc. from Kunlun Holdings Limited (“Kunlun”) (the “Deferred Payment”). A default interest rate of an additional 2% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. If an event of default occurs on or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter. As of September 30, 2022 and December 31, 2021, the Company was in compliance with the financial debt covenants. The fair values of the Company’s Credit Agreement balances were measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of September 30, 2022 and December 31, 2021, was $189,746 and $142,963, respectively. | 11. Debt Total debt for the Successor is comprised of the following: Successor December 31, 2021 2020 Credit Agreement Current $ 3,840 $ 55,522 Non-current 136,320 140,160 140,160 195,682 Less: unamortized debt issuance costs (3,041) (3,261) 137,119 192,421 Paycheck Protection Program Loan Current — 744 Non-current — 768 — 1,512 Total debt $ 137,119 $193,933 Credit Agreement On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Successor, entered into a credit agreement (the “ Credit Agreement Borrowings under the agreement are collateralized by the capital stock and assets of certain wholly owned subsidiaries of the Successor. The Successor’s obligation under the Credit Agreement is guaranteed by certain of the Successor’s wholly owned subsidiaries. Borrowings under the Credit Agreement are payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Successor is also required to make mandatory prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. For the period from June 11, 2020 through December 31, 2020, the Successor made mandatory prepayments of $740. No such prepayment was required for the year ended December 31, 2021. Borrowings under the Credit Agreement are Index Rate Loans or LIBOR Rate Loans, at the Successor’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of December 31, 2021 and December 31, 2020 were 9.5% and 9.5%, respectively, based on the LIBOR Rate. The Credit Agreement also required the Successor to make a lump-sum principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on an amendment to the Credit Agreement entered into on February 25, 2021. In addition to the mandatory repayment, the Successor was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment. The premium was accrued over the term of the Credit Agreement through the initial repayment date in February 2021. For the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, $1,118 and $3,682, respectively, of the premium was accrued and recognized as interest expense in “Interest income (expense), net” in the consolidated statements of operations and comprehensive income (loss) in the Successor period. The Company paid the mandatory lump-sum principal and premium in November 2021. As of December 31, 2021 and December 31, 2020, $0 and $3,682, respectively, of the premium is recognized in “Current maturities of long-term debt, net” in the consolidated balance sheets. The obligations under the Credit Agreement are subject to automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the business, operations or conditions of the Company, or SVA’s default on the deferred payments as described in Note 3 The fair values of the Successor’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of December 31, 2021 and December 31, 2020 is $142,963 and $200,640, respectively. Future maturities of the Credit Agreement as of December 31, 2021, were as follows: 2022 $ 3,840 2023 3,840 2024 3,840 2025 128,640 Thereafter — $140,160 Paycheck Protection Program Loan On April 24, 2020, the Predecessor entered into a promissory note and received a loan in the amount of $1,512 (the “ PPP Loan SBA CARES Act The advance under the PPP Loan bears interest at a rate per annum of 1.0%. The term of the PPP Loan is two years, ending April 23, 2022. The Company did not provide any collateral or personal guarantees for the PPP Loan, nor did the Company pay any facility charge to the government or to the bank. The Successor applied for forgiveness of the full amount under the terms of the CARES Act in June 2021 and subsequently was granted forgiveness for the full amount in October 2021. The amount of forgiveness of $1,512 of principal and $23 of accrued interest was recorded in “Other income (expense), net” in the consolidated statements of operations and comprehensive income (loss) in the year ended December 31, 2021. |
Commitments and Contingencies (
Commitments and Contingencies (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse effect on the Company’s business. As of September 30, 2022 and December 31, 2021, there were no amounts accrued that the Company believes would be material to its financial position. In January 2020, the Norwegian Consumer Council (“NCC”) submitted three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus, and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing, (2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9, and (3) the Company does not provide clear information about data sharing, which infringes the principle of transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,300 using the exchange rate as of September 30, 2022) for an alleged infringement of the GDPR. This was notice of a proposed fine to which Grindr was entitled to respond before Datatilsynet made a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considered certain ad tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a copy of Grindr’s November 19, 2021 response, and Grindr proposed redactions on the same day. In December 2021, Datatilsynet issued a reduced administrative fine against the Company in the amount of 65,000 NOK, or approximately $6,045 using the exchange rate as of September 30, 2022, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably possible that a change in the administrative fine may occur in the near term. In Summer of 2018, Grindr was informed by multiple State Attorneys General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing of user geolocation information. Since August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement terms that included a settlement of $11,000. The Company responded in February 2021 by providing the Multistate with a white paper detailing why the Multistate’s claims are factually and legally deficient. The Company also met with the Multistate and presented its arguments via a presentation. In May 2021, the Multistate contacted Grindr to request an extension of the tolling agreement from June 1, 2021 to October 1, 2021. On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from June 1, 2021 to August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr seeking, among other things, additional information related to matters discussed in Grindr’s February 2021 white paper, as well as documents regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and objections to the New Jersey Attorney General’s supplemental requests and subsequently agreed to an extension of the tolling agreement from August 1, 2021 to October 1, 2021. Since that time, the New Jersey Attorney General agreed to limit the scope of the supplemental requests, and Grindr agreed to provide certain information in response to the supplemental requests. In addition, Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from October 1, 2021 to March 31, 2022. On March 16, 2022, May 27, 2022 and July 5, 2022, Grindr entered into an additional extensions of the tolling agreement with the Attorneys General until May 30, 2022, June 30, 2022 and September 1, 2022. In October 2021, Grindr served an initial response to the New Jersey Attorney General’s supplemental requests, with additional responses to supplemental requests served in November and December 2021. In January 2022, Grindr submitted responses to the New Jersey Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. On October 6, 2022, the Company was advised by the Multistate that the investigation has been closed without action and with no further action anticipated. See Note 13 In December 2020, Grindr was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. In June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff’s Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr’s local Israeli counsel is preparing a motion seeking the court’s preliminary ruling on the question of applicable law. On July 5, 2022, the Company filed a motion to determine the governing law. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss. | 12. Commitments and Contingencies Operating Leases In December 2015, the Predecessor signed a lease agreement for an office facility, which spans from May 2016 through April 2026. The agreement also includes abatement and payment escalations that will increase the monthly rental payments at set intervals through April 2026. In May 2016, the Predecessor signed an agreement for an expansion of that same office facility, which spans from January 2017 through April 2026. The agreement also includes abatement and payment escalations, which will increase the monthly rental payments at set intervals through April 2026. The Successor assumed all leases when the Successor obtained control of the Predecessor (see Note 3). Total rent expense incurred by the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 to December 31, 2020 was $1,209 and $731, respectively. Total rent expense incurred by the Predecessor for the period from January 1, 2020 to June 10, 2020 and for the year ended December 31, 2019 was $634 and $1,508, respectively. In July 2020, the Successor signed an agreement to sublease part of its office facility to another tenant. The term of the sublease is set to expire on October 31, 2023, with an option to extend the sublease to April 29, 2026. Total sublease income earned by the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 was $656 and $119, respectively. Future minimum lease commitments as of December 31, 2021 are as follows: 2022 $1,508 2023 1,696 2024 1,746 2025 1,799 Thereafter 605 $7,354 Purchase Commitments In November 2018, the Predecessor entered into a purchase commitment for the use of cloud services, with a commitment to spend $3,100 annually between January 2020 and December 2022. There was no minimum purchase commitment for 2019. The Successor assumed the agreement, as amended, when the Successor obtained control of the Predecessor (see Note 3). Total purchases under the purchase commitment were $4,809 and $1,990 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor, and $1,353 for the period from January 1, 2020 through June 10, 2020 for the Predecessor. Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company's view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse effect on the Company’s business. In January 2020, the Norwegian Consumer Council (“ NCC NDPA GDPR a proposed fine to which Grindr was entitled to respond before Datatilsynet makes a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considers certain ad tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a copy of Grindr's November 19, 2021 response, and Grindr proposed redactions on the same day. In December 2021, Datatilsynet issued a reduced administrative fine against the Company in the amount of 65,000 NOK, or approximately $7,375 using the exchange rate as of December 31, 2021, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably possible that a change in the administrative fine may occur in the near term. In Summer of 2018, Grindr was informed by multiple State Attorneys General (the “ Multistate In December 2020, Grindr was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. In June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff's Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr's local Israeli counsel is preparing a motion seeking the court's preliminary ruling on the question of applicable law. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss. |
Distributions (Q3)
Distributions (Q3) | 9 Months Ended |
Sep. 30, 2022 | |
Distributions [Abstract] | |
Distributions | 9. Distributions On June 10, 2022, the Board of Managers approved a special distribution of $0.75 per unit of Series X Ordinary Units, amounting to $83,313 to Series X Ordinary Unit holders as of the close of business on June 10, 2022. The distribution was partially paid in June 2022 July 2022 |
Unit-based Compensation (Q3)
Unit-based Compensation (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Unit and Stock-based Compensation [Abstract] | ||
Unit-based Compensation | 10. Unit-based Compensation The unit-based compensation expense is related to the grant of unit options and restricted units granted under the 2020 Plan and the grant of SVE’s Series P Units to Catapult Goliath LLC (“Catapult Goliath”), a related party that liquidated prior to the Closing and distributed its holdings to its members, some of whom were former officers of the Company. The unit-based compensation expense for SVE’s Series P Units have been pushed down to the operating entity and thus recorded in the Company’s condensed consolidated financial statements with a corresponding credit to equity as a capital contribution. 2020 Plan Unit options The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life of units (in years) (1) 4.57 - 4.61 4.55 - 4.61 Expected unit price volatility (2) 56.39% - 60.87% 48.20% - 56.46% Risk free interest rate (3) 1.37% - 3.05% 0.32% - 0.78% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.75 - $5.81 $1.80 - $2.17 Fair value per common unit $5.89 - $11.13 $4.50 - $4.98 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (4) Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. The following table summarizes the unit option activity for the nine months ended September 30, 2022: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 3,442,397 $ 4.97 Granted 867,050 $10.37 Exercised (240,205) $ 4.73 Forfeited (886,519) $ 4.63 Outstanding at September 30, 2022 3,182,723 $ 6.56 San Vicente Equity Joint Venture LLC (“SVE”) Series P Profit Units (“Series P”) A summary of Series P Units activity for the nine months ended September 30, 2022 is presented below: Number of Units Weighted Average Fair Value (1) Unvested at December 31, 2021 4,306,636 $2.07 Vested (3,293,464) $5.36 Unvested at September 30, 2022 1,013,172 $7.32 (1) The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). There were no Series P units granted during the nine months ended September 30, 2022 and 2021. Modification of Series P Units On May 9, 2022, SVE and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units (the “Modification”). Under the Modification, the Series P Units performance-based vesting target was amended to time-based vesting and the Series P Units will vest as follows: (1) 40% immediately as of the date of modification (the “First Tranches”), and (2) 20% each on June 30, 2022, September 30, 2022 and December 31, 2022 (the “Second Tranches”). Additionally, the requisite services under the consulting agreement have been removed as a condition to vesting. The vesting requirements for the First Tranches originally consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were met. As such, the Company accounted for the modification in the First Tranches as a Type I modification (probable to probable). As the modification only results in the acceleration of service-based vesting and does not involve any other changes, there was no incremental fair value upon modification. The Company recognized $2,285 incremental unit-based compensation during the nine months ended September 30, 2022 for the First Tranches as it relates to the units vested immediately upon the date of modification. The vesting requirements for the Second Tranches originally consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were not met. As such, the Company accounted for the modification in the Second Tranches as a Type III modification (improbable to probable). This Type III modification results in a remeasured fair value of $7.32 per share. The remeasured fair value was determined by a probability weighted expected return method by weighting between a going concern scenario valued using the Option Pricing Method and a reverse merger scenario value using the equity value in the merger agreement. The incremental aggregate unit-based compensation related to the modification was $22,249. The Company recognized $19,217 of incremental unit-based compensation expense during the nine months ended September 30, 2022 for the Second Tranches. Prior to the Closing, Catapult Goliath was liquidated and distributed its holdings to its members, some of whom were former officers of the Company. Unit-based compensation information The following table summarizes unit-based compensation expenses for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling, general and administrative expenses $9,435 $593 $22,870 $1,623 Product development expenses 251 71 483 183 $9,686 $664 $23,353 $1,806 Unit-based compensation expense that was capitalized as an asset was $54 and $32 for the three months ended September 30, 2022 and 2021, respectively. Unit-based compensation expense that was capitalized as an asset was $108 and $78 for the nine months ended September 30, 2022 and 2021, respectively. | 15. Unit and Stock-based Compensation For the Successor, the unit-based compensation expense is related to the grant of unit options and restricted units granted under the 2020 Plan (defined below) and the grant of SVE’s Series P Units (defined below) to employees and consultants of the Successor. The unit-based compensation for SVE’s Series P Units has been pushed down to the operating entity and thus recorded in the Successor’s consolidated financial statements with a corresponding credit to equity as a capital contribution. 2020 Plan On August 13, 2020, the Board of Managers of the Successor, approved the adoption of the 2020 Equity Incentive Plan (the “ 2020 Plan There were 6,522,685 Series X ordinary units and 1,522,843 Series Y preferred units authorized in the 2020 Plan. There were no changes to the authorized number of units in the Successor period. As of December 31, 2021 and December 31, 2020, there were 2,780,223 and 3,998,480, Series X ordinary units, respectively, and 1,522,843 and 1,522,843 Series Y preferred units, respectively, available for grant under the 2020 Plan. Unit options Employees, consultants, and nonemployee directors who provide substantial services to the Successor are eligible to be granted unit option awards under the 2020 Plan. Generally, unit options vest 25% on the first anniversary of the vesting commencement date and then quarterly thereafter for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement. Unit options have a maximum term of seven years from the date of grant. The Successor recorded unit-based compensation expense related to unit options granted under the 2020 Plan of $1,269 and $414 for the Successor year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively. The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted during the years ended December 31, 2021 and December 31, 2020: Successor December 31, 2021 2020 Expected life of units (in years) (1) 4.55 - 4.61 4.61 Expected unit price volatility (2) 48.20% - 56.46% 48.20% Risk free interest rate (3) 0.32% - 0.98% 0.42% - 0.56% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.51 $1.80 Fair value per common unit $4.50 - $5.89 $4.50 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future The following table summarizes the unit option activity for the periods ended December 31, 2021 and December 31, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at June 11, 2020 — $ — Granted 2,708,025 $4.50 Forfeited (183,820) $4.50 Outstanding at December 31, 2020 2,524,205 $4.50 6.6 $ 680 Granted 1,416,800 $5.66 Exercised (300,065) $4.50 Forfeited (198,543) $4.58 Outstanding at December 31, 2021 3,442,397 $4.97 6.1 $3,159 Exercisable at December 31, 2020 — $ — — $ — Exercisable at December 31, 2021 510,686 $4.52 5.7 $ 699 The intrinsic value of options exercised during the year ended December 31, 2021 was $417. This intrinsic value represents the difference between the fair value of the Successor’s common units on the date of exercise and the exercise price of each option. Unrecognized compensation expense relating to unit options in the 2020 Plan was $6,088 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 3.0 years. Restricted units – Series Y preferred units The Successor’s Board of Managers approved a grant of 1,522,843 Series Y preferred units to certain executives of the Predecessor to complete the Acquisition. This was a replacement award, replacing the previous 1,522,843 restricted stock awards of Grindr, Inc. granted by the Predecessor in 2019. The previous restricted stock award grants were 97.5% vested at the time of acquisition and the remaining 2.5% vested monthly from the date of Acquisition to August 31, 2020, based on continued service. The replacement award had the same number of units and same vesting terms. As the acquirer voluntarily replaced awards that would not otherwise expire or terminate on the acquisition date, the 97.5% of the vested award was attributable to pre-combination service and thus the fair-value based measure of this portion of the replacement award was included in the consideration transferred in the Acquisition. The remaining 2.5% of the replacement award was attributable to post-combination service which resulted in unit-based compensation expense of $192 during the Successor period from June 11, 2020 through December 31, 2020. The Successor agreed to repurchase all of the outstanding Series Y preferred units upon the voluntary termination of the former employees in November 2020 at an amount in excess of the fair-value based measure of the Series Y preferred units at that time, determined by a weighted discounted cash flow and guideline public company method, resulting in an additional $133 of unit-based compensation expense during the Successor period from June 11, 2020 through December 31, 2020. The amount was paid by the Successor in January 2021 and $7,687 is recognized in “Accrued expenses and other current liabilities” on the consolidated balance sheets as of December 31, 2020. San Vicente Equity Joint Venture LLC (“SVE”) Series P Profit Units Upon the Acquisition of the Predecessor by the Successor on June 10, 2020, SVE, a related party and a subsidiary of SVA, issued 5,065,855 Series P profit units (“ Series P Units Catapult Goliath The vesting requirements for the Series P Units consist of requisite service under the consulting agreement through December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVE determines that the grantee has addressed certain critical issues as described in the grant agreement by December 31, 2020, and (2) 20%, 30%, 30% will vest if EBITDA for the Successor reached a certain level for the each of the years ending December 31, 2021, December 31, 2022 and December 31, 2023, respectively. The EBITDA level was determined for each of the years ended December 31, 2022 and December 31, 2023 on June 10, 2020. SVE and Catapult Goliath had mutually agreed on the EBITDA level for December 31, 2021 on February 4, 2021, as such, 1,013,171 Series P profit units were considered granted in 2021, with the remainder considered granted in 2020. The Series P Units also have accelerated vesting features if actual EBITDA satisfies the target for the current year and the target for the next year. If an EBITDA target is not achieved, then catch-up vesting can occur if the current year EBITDA exceeds 125% of the EBITDA target for the prior year and 100% of the current target is achieved. In addition, vesting is accelerated for all units that have not been forfeited if a Transaction (as defined as an approved sale, drag-along sale or a liquidation event) occurs. SVE has the right, but not the obligation, to repurchase vested units at the lower of fair value or a de minimis amount if the consulting agreement is terminated. The Series P Units are legal form equity of SVE and as such, do not have a maximum contractual life, and do not expire. The fair value of each performance-based award is estimated on the date of grant using the Black-Scholes valuation model which approximated the fair value that would have been determined under the option pricing model valuation model. The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the Series P Units granted during the Successor period from June 11, 2020 through December 31, 2020 and for the year ended December 31, 2021: Successor December 31, 2021 2020 Expected life of units (in years) (1) 3.0 5.0 Expected unit price volatility (2) 70.0% 52.0% Risk free interest rate (3) 0.4% 0.3% Expected dividend yield (4) —% —% Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted $2.42 $2.00 Fair value per common unit of SVE $4.98 $4.50 (1) The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future A summary of Series P Units activity for the Successor for the year ended December 31, 2021 is presented below: Number of Units Weighted Average Grant Date Fair Value Unvested at June 11, 2020 — $ — Granted 4,052,684 $2.00 Vested (159,112) $2.00 Unvested at December 31, 2020 3,893,572 $2.00 Granted 1,013,171 $2.42 Vested (600,107) $2.22 Unvested at December 31, 2021 4,306,636 $2.07 The fair value of the respective vesting dates of Series P Units during the year ended December 31, 2021 and the period from June 11, 2020 to December 31, 2020 was $2,700 and $716, respectively. The Successor recorded unit-based compensation expense, as determined based on the probability of the performance conditions being met, related to Series P Units of $1,333 and $318 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, with a corresponding credit to equity as the parent company’s capital contribution. Unrecognized compensation expense relating to Series P Units was $8,906 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 2.0 years. 2018 Plan On February 11, 2019, the Predecessor’s Board of Directors approved the adoption of the 2018 Equity Incentive Plan (“ 2018 Plan On February 12, 2019, the Predecessor’s Board of Directors approved a grant of 1,552,843 RSAs to certain employees, who were also officers. Pursuant to the restricted stock bonus award agreement that each grantee entered into with the Predecessor, the RSA become fully vested and nonforfeitable as follows: 70% of the shares vested on February 12, 2019, 20% of the shares vested on August 31, 2019, which shares vested in equal amount on a monthly basis, and the remaining 10% of the shares fully vested on August 31, 2020, which shares vested in equal increments on a monthly basis. RSAs outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2019 $ — $ — Granted 1,522,843 4.41 Vested (1,421,320) 4.41 Outstanding as of December 31, 2019 101,523 Vested (63,452) 4.41 Cancelled (38,071) 4.41 Outstanding as of June 10, 2020 — For the period from January 1, 2020 through June 10, 2020, the Predecessor recorded stock-based compensation expense of $126 and $63, and for the year ended December 31, 2019, the Predecessor recorded stock-based compensation expense of $4,289 and $2,144 in “Selling, general and administrative expense” and “Product development expense”, respectively, within the consolidated statements of operations and comprehensive income (loss). On June 10, 2020, the Successor issued replacement awards of Series Y preferred units (see discussion above). The 2018 Plan was subsequently cancelled. 2016 Plan In March 2016, the Predecessor approved a 2016 Incentive Unit Plan (“ 2016 Plan The maximum contractual term of an incentive unit award under the terms of the 2016 Plan was 10 years. Each award agreement under the 2016 Plan dictated the terms and conditions. Incentive units under the 2016 Plan were awards in the form of phantom shares or units denominated in a hypothetical equivalent number of units of the membership interest in the Predecessor entity and with the value of each award equal to the fair value of the membership unit at the date of grant. Each award grant was subject to service-based vesting and performance-based vesting that vested upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan as a change of control or initial public offering). As these awards are cash settled upon a triggering event, these awards are classified as liabilities upon a liquidity event. Incentive units outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Price Outstanding as of January 1, 2019 2,108,939 $0.68 Forfeited (60,250) 0.68 Outstanding as of December 31, 2019 2,048,689 Settled (2,048,689) 0.68 Outstanding as of June 10, 2020 — All remaining outstanding incentive units were determined to be settled for $5,453 upon the Acquisition. $3,162 and $2,291 was recognized in “Selling, general and administrative expense” and “Product development expense” within the consolidated statements of operations and comprehensive income (loss), respectively, in the Predecessor period from January 1, 2020 through June 10, 2020. A portion of the related settlement was paid in cash at the time of the Acquisition. As of December 31, 2021, $1,060 and $1,875 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $2,369 was recognized in “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. The 2016 Plan was cancelled on June 10, 2020. Equity Compensation to a Former Director In August 2018, the Predecessor entered into an agreement with a director whereby the director provided services as a non-executive chairman of the Board of Directors. Pursuant to the director’s agreement, the director was paid cash compensation and was granted the option to purchase up to 500,000 shares of common stock of the Predecessor with an exercise price of $3.67 per share (“ Director’s Options For the period from January 1, 2020 through June 10, 2020, the Predecessor recorded stock-based compensation expense of $154. For the year ended December 31, 2019, the Predecessor recorded stock-based compensation expense of $347. The stock-based compensation expense related were recorded in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income (loss). Upon acquisition of the Company, the Acquirer and Kunlun terminated the director as part of the acquisition agreement. On June 10, 2020, the Company canceled the 500,000 options previously granted to the director pursuant to the terms of the termination agreement entered into between the director and the Company. The Successor paid $30 to the director under the termination agreement which was recognized in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income (loss) in the Successor period from June 11, 2020 through December 31, 2020. As of December 31, 2021, $204 and $361 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $483 was recognized in “Other non-current liabilities”, which is payable to the director on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. Stock-based and Unit-based compensation information The following table summarizes unit-based compensation expenses for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and stock-based compensation expenses for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Selling, general and administrative expenses $2,217 $846 $280 $4,636 Product development expenses 268 70 63 2,144 $2,485 $916 $343 $6,780 Unit-based compensation expense that was capitalized as an asset was $117 and $8 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor. No stock-based compensation was capitalized for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. |
Net (Loss) Income Per Share (Q3
Net (Loss) Income Per Share (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | ||
Net (Loss) Income Per Share | 11. Net (Loss) Income Per Share The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income and comprehensive (loss) income $ (4,663) $ 1,894 $ (4,343) $ (1,433) Denominator: Basic weighted average units of ordinary units outstanding 111,098,038 110,611,462 110,984,923 108,293,197 Diluted effect of unit-based awards — 14,756 — — Diluted weighted average units of ordinary units outstanding 111,098,038 110,626,218 110,984,923 108,293,197 Net (loss) income per unit: Basic $ (0.04) $ 0.02 $ (0.04) $ (0.01) Diluted $ (0.04) $ 0.02 $ (0.04) $ (0.01) The following table presents the weighted average potential shares that are excluded from the computation of diluted net (loss) income and comprehensive (loss) income for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unit options issued under 2020 Plan 996,487 332,300 1,630,226 345,733 | 16. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted income (loss) per share: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Numerator: Net income (loss) and comprehensive income (loss) $ 5,064 $ (10,959) $ (2,114) $ 7,706 Denominator: Basic weighted average shares/units of ordinary units/common stock outstanding 108,922,180 101,875,967 101,449,521 100,471,506 Diluted effect of unit/stock-based awards 40,156 — — 71,361 Diluted weighted average units/shares of ordinary units/common stock outstanding 108,962,336 101,875,967 101,449,521 100,542,867 Net income (loss) per units/share Basic $ 0.05 $ (0.11) $ (0.02) $ 0.08 Diluted $ 0.05 $ (0.11) $ (0.02) $ 0.08 The following table presents the weighted average potential shares that are excluded from the computation of diluted net income (loss) and comprehensive income (loss) for the periods presented because including them would have had an anti-dilutive effect: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Unit options issued under 2020 Plan 1,255,800 2,524,206 — — Director's Options — — 500,000 — RSAs issued under 2018 Plan — — 38,071 — |
Related Parties (Q3)
Related Parties (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Parties [Abstract] | ||
Related Parties | 12. Related Parties For the three months ended September 30, 2022 and 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $175 and $262 to two individuals who hold ownership interest in the Company, respectively. For the nine months ended September 30, 2022 and 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $606 and $644 to two individuals who hold ownership interest in the Company, respectively. See Note 5 Note 10 | 17. Related Parties On February 12, 2019, in connection with the issuance of RSAs to the three former employees, the Predecessor loaned three officers an aggregate principal amount of $2,174 to enable them to comply with their tax withholding obligations from the issuance of the restricted stock under the 2018 Plan. Each of the promissory notes bore interest at a rate of 2.63% per annum, compounded annually, and was secured by all of the Predecessor’s capital stock held by the relevant employee, together with any stock subscription rights, liquidating dividends, stock dividends, new securities of any type whatsoever, or other property held as a result of the relevant employee’s ownership of the stock. The principal plus interest of these promissory notes totaling $2,248 were fully paid to the Predecessor before June 10, 2020. As of December 31, 2019, the Predecessor had an amount payable to Kunlun totaling $87. The amount was fully paid to Kunlun in June 2020. No interest was accrued on the amount. In January 2020, the Predecessor issued a loan in the aggregate principal amount of $14,000 to Kunlun in the form of a promissory note. The promissory note was issued with an interest rate of 2% per annum. In May 2020, Kunlun repaid the full principal amount of $14,000, including $81 in interest, to the Predecessor. For the period from June 11, 2020 through December 31, 2020 and the year ended December 31, 2021, the Successor paid advisor fees and out-of-pocket expenses amounting to $389 and $913 to two individuals who hold ownership interest in the Successor, respectively. The Successor had receivables from San Vicente Holdings of $0 and $10 as of December 31, 2021 and December 31, 2020, respectively. See Note 9 and Note 15 for additional related party transactions with Catapult GP II and Catapult Goliath. |
Subsequent Events (Q3)
Subsequent Events (Q3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent events [Abstract] | ||
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through November 23, 2022, the date the condensed consolidated financial statements were available to be issued. Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure. On October 6, 2022, the Company was advised by the Multistate that the investigation discussed in Note 8 The Company and Tiga Acquisition Corp., a special purpose acquisition company (“Tiga” or the “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 9, 2022. On November 1, 2022, the Company and Tiga announced that the Securities and Exchange Commission had declared effective the Form S-4 in connection with the Merger Agreement. On November 18, 2022, following the approval of the stockholders at Tiga at its Extraordinary General Meeting held on November 15, 2022, pursuant to the terms of the Merger Agreement, the Company and Tiga completed the closing of the transaction contemplated by the Merger Agreement (the “Closing”). The transaction provided the Company with $105,094 of gross proceeds. Upon Closing, the combined company was renamed Grindr Inc. and is trading on the New York Stock Exchange under the ticker “GRND”. The transaction is accounted for as a reverse recapitalization and Grindr Group has been determined to be the accounting acquirer. On November 14, 2022, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Company entered into an amendment to the Credit Agreement which allowed the Company to borrow multiple term loans (the “Amendment”). The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”). On November 14, 2022 and November 17, 2022, the Company fully committed the full amount for Supplemental Facility I and Supplemental Facility II, respectively. The debt issuance costs related to the Amendment is $3,387 and $750 for Supplemental Facility I and Supplemental Facility II, respectively. All borrowings under the Amendment bear interest at the Secured Overnight Financing Rate (“SOFR”), with an applicable floor, plus an applicable margin as determined by the Company’s net leverage ratio. For Supplemental Facility I, the Company is required to make quarterly amortization payments of $704 on the next business day of the end of each March, June, September and December, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date on November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date may be accelerated if certain loans in the existing Credit Agreement or Supplemental Facility II are not repaid on or before their respectively maturity dates. For Supplemental Facility II, the Company is required to make amortization payments of $7,500 on the next business day of the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date on May 17, 2024. On November 14, 2022, ahead of the close of the transaction described above, the Board of Managers approved a distribution of $2.55 per unit of Series X Ordinary Units, amounting to $283,801 to Series X Ordinary Unit holders as of the close of business on November 14, 2022 (the “Distribution”). As part of the Distribution, $155,000 was issued to Group Holdings in the form of a promissory note (the “Promissory Note”) on November 15, 2022. The Promissory Note, which would bear interest at 4.03% per annum beginning thirty days after issuance, was to be repaid no later than January 15, 2023 with all accrued interest. Group Holdings in turn issued promissory notes to its parent companies SVE and SVG totaling $155,000, SVE in turn issued a promissory note for its pro rata portion to SVG, and SVG issued a promissory note in the amount of $155,000 to San Vicente Parent LLC (a wholly owned subsidiary of San Vicente Offshore Holdings (Cayman) Limited, “SV Parent”). In addition, Catapult GP II elected to apply a portion of its distribution totaling $13,737 as a partial payment of the Note described in Note 5 On November 15, 2022, Tiga Sponsor LLC (the “SPAC Sponsor”) assigned the rights and obligations under a forward purchase agreement (“FPA”) to SV Parent for $100,000 consideration. The FPA provided for the purchase of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000, or $10.00 per Class A ordinary share. Pursuant to the FPA, the holder of the FPA (the “holder”) was also granted an option to subscribe, in the holder’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000, or $10.00 per Class A ordinary share. In addition, on November 15, 2022, SV Parent transferred $100,000 cash to the SPAC trust account, which was released on November 18, 2022 to Grindr Inc. as an equity contribution. In consideration for the Company’s assumption of SV Parent’s rights to receive the securities issuable by the SPAC Sponsor under the FPA, Grindr issued 7,127,896 Series X Ordinary Units to SV Cayman and entered into that certain warrant agreement with SV Cayman, pursuant to which, SV Cayman was entitled to purchase 3,563,948 Series X Ordinary Units of Grindr at a purchase price per share of $16.13. Such warrant and the Series X Ordinary Units were ultimately exchanged at the Closing into shares of Grindr Inc. Common Stock and a warrant to purchase shares of Grindr Inc. Common Stock in accordance with the terms of the Merger Agreement. On November 16, 2022, SVE was liquidated and Group Holdings, SVG, SVA, SV Parent, San Vicente Offshore Holdings (Cayman) Limited, and SV Investments II, Inc. merged down with and into the Company. The mergers up to the SV Parent level resulted in all of the intercompany promissory notes being canceled, and the merger of SV Parent into the Company resulted in Grindr assuming the $155,000 Deferred Payment to Kunlun with a carrying value of $142,750 as of November 16, 2022. On November 17, 2022, SV Investments distributed all of its interest and warrants in the Company to San Vicente Holdings LLC, which subsequently distributed all of its interest and warrants in the Company to its equity holders. The accounting treatment for each of these transactions is reflected as a contribution of assets and liabilities between entities under common control, which does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements. In accordance with newly executed agreements between the Company and Kunlun, the Deferred Payment liability is to be settled within 10 business days of the Closing. Upon the settlement of the Deferred Payment liability, the difference between the carrying value of the Deferred Payment, at the time of settlement, and the $155,000 obligation will be recognized as a loss on extinguishment of debt in the period it is extinguished. | 18. Subsequent Events The Successor has evaluated subsequent events through May 9, 2022, the date on which the consolidated financial statements were available to be issued and concluded there were no material subsequent events that required recognition or additional disclosures in the consolidated financial statements other than as disclosed below. On April 15, 2022, the Company and Groove Coverage Limited (“ Groove On May 9, 2022, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Tiga Merger On May 9, 2022, SVE and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was amended to time-based vesting from the date of the amendment through December 31, 2022. |
Nature of Business (FY)
Nature of Business (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Nature of Business [Abstract] | ||
Nature of Business | 1. Nature of Business Grindr Group LLC and Subsidiaries (the “Company”) is headquartered in Los Angeles, California and manages and operates the Grindr app, a global LGBTQ+ social network platform serving and addressing the needs of the entire LGBTQ+ queer community. The Grindr app is available through Apple’s App Store for iPhones and Google Play for Android. The Company offers both a free, ad-supported service and a premium subscription version. The Company also manages a dating service app called Blendr, for a broader market. The Company is a wholly owned subsidiary of San Vicente Group Holdings LLC (“Group Holdings”), which is the joint subsidiary of San Vicente Group TopCo LLC (“SVG”), a wholly owned subsidiary of San Vicente Acquisition LLC (“SVA”), and San Vicente Equity Joint Venture LLC (“SVE”), a related party and subsidiary of SVA. | 1. Nature of Business Grindr Group LLC and Subsidiaries (the “ Successor Predecessor Company On June 10, 2020, San Vicente Acquisition LLC (“ SVA Kunlun Acquisition The Successor is a wholly owned subsidiary of San Vicente Group Holdings LLC (“ Group Holdings SVG SVE |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of stock-based compensation, among others. Impact of COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While restrictions have been lessened and lifted, restrictions could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to, goodwill, indefinite-lived intangibles, and long-lived asset impairment charges. Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). Deferred transaction costs Deferred transaction costs consist of direct legal, accounting and other fees relating to the Company’s anticipated merger with a special purpose acquisition company (the “Merger”). These costs are capitalized as incurred in other current assets on the condensed consolidated balance sheets and will be expensed or charged to members’ equity upon the completion of the Merger. In the event the Merger is terminated, deferred transaction costs will be expensed in that period. Deferred transaction costs as of September 30, 2022 were $8,086. There were no deferred transaction costs as of December 31, 2021. Modification of equity classified award On the modification date, the Company determines the type of modification of the equity award by assessing whether the equity awards are probable or improbable to vest before and after the modification. The Company estimates the fair value of the awards immediately before and immediately after modification for those equity awards that are probable of vesting before and after the modification. Any incremental increase in fair value is recognized as an expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the requisite service period using the related expense attribution method to the extent that they are unvested. For equity awards that are improbable of vesting before the modification and probable of vesting after the modification, the Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period using the related expense attribution method based on the fair value of the awards at the modification date. Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The accounts receivable balances, net of allowances, were $18,433 and $17,885 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as of January 1, 2021. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848 of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was included in the deferred revenue balance as of December 31, 2020. Disaggregation of Revenue The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 Recent Accounting Pronouncements As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), allows the Company to delay adoption of new or revised pronouncement applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP The Successor and Predecessor financial statements are defined as follows: Successor: The consolidated financial statements of Grindr Group LLC and Subsidiaries are comprised of the consolidated balance sheets as of December 31, 2021 and December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of members’ equity, and cash flows for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, and the related notes. Predecessor: The consolidated financial statements of Grindr Inc. and Subsidiaries are comprised of the consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders’ equity, and cash flows for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, and the related notes. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of stock-based compensation, among others. Impact of COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While restrictions have been lessened and lifted, restrictions could be increased or reinstated in the future. Although an adverse impact on the Company’s ongoing operations is unlikely, the full magnitude the pandemic will have on the Company remains uncertain and will depend on the duration of the pandemic, as well as the effectiveness of mass vaccinations and the impact of future variants of the virus. Additionally, changes to estimates related to ongoing COVID-19 disruptions could result in other impacts, including, but not limited to, goodwill, indefinite-lived intangibles, and long-lived asset impairment charges. Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“ CEO Cash and Cash Equivalents Cash and cash equivalents consist entirely of cash and money market accounts. The Company considers all highly liquid short-term investments purchased with an original maturity of ninety days or less at the time of purchase to be cash equivalents. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as a non-current asset on the consolidated balance sheets. The restricted cash balance as of December 31, 2021 and December 31, 2020 was related to a letter of credit held with a financial institution for leased office space secured by the Company as described in Note 12. Foreign Currency Transactions Transaction gains and losses denominated in a currency other than the functional currency are included in “Other income (expense), net” on the consolidated statements of operations and comprehensive income (loss). Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 — Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 — Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The Company discloses the fair value of its debt in Note 11. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. For property and equipment acquired through a business combination, it is carried at the fair value as of the acquisition date less subsequent accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, and in the case of leasehold improvements, the lease term, if shorter, as follows: Estimated Useful Lives Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements 5 to 10 years Maintenance and repairs are charged to expense as incurred and additions and improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive income (loss). Business Combinations and Contingent Consideration Arrangements The Company allocates the purchase price of acquisitions to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition, including identifiable intangible assets that arise from a contractual or legal right and are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used, and the resulting purchase price allocation. The excess of the fair value of purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The estimated fair values of these intangible assets are based on valuations that use information and assumptions that require judgment, including estimating future cash flows or the cost to recreate an acquired asset. Acquisition-related costs are expensed in the periods in which the costs are incurred. In connection with the business combination described in Note 3, SVA, an intermediate parent company of the Successor, entered into a contingent consideration arrangement that is determined to be part of the purchase price. SVA is the legal obligor of the contingent consideration and the contingent consideration was recorded at its fair value of $400 within SVA’s financial statements at the time of the acquisition, and is reflected at the current fair value for each subsequent reporting period thereafter until settled. The contingent consideration arrangement is based on the achievement of an EBITDA target for the 12-month period after the closing date. Such target was not met, and no contingent consideration was paid. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment loss equal to the excess is recorded. In the fourth quarters of the fiscal years ended 2021, 2020, and 2019, the Successor and Predecessor, respectively, performed its qualitative assessment and determined that it was not more likely than not that the recorded goodwill was impaired. The Company uses a qualitative approach to test indefinite-lived intangible assets (which currently consists of tradenames) for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of the indefinite-lived intangible assets in connection with the annual impairment testing for the periods presented. The results of the qualitative analysis of the Company’s indefinite-lived intangible assets indicated that the fair value of the indefinite- lived intangible assets exceeded their carrying value. The Company foregoes a qualitative assessment and tests indefinite-lived intangible assets for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of indefinite-lived intangible assets involves a comparison of the estimated fair value of the indefinite-lived assets to their carrying value. If the estimated fair value of the indefinite-lived assets exceeds their carrying value, the indefinite-lived intangible assets are not impaired. If the carrying value of the indefinite-lived assets exceeds the estimated fair value, an impairment loss equal to the excess is recorded. Long-Lived Assets and Intangible Assets with Long Lives Long-lived assets, which consist of property and equipment, capitalized software, and intangible assets with long lives, are reviewed for impairment whenever events or changes in circumstances indicate that the varying value of an asset may not be recoverable. 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 long-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. Capitalized Software Development Costs The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its app and functionalities within the app. The Company capitalizes certain costs when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors and vendors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the software solutions are also capitalized. Costs incurred for training, maintenance, and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Sales tax, including value added tax, is excluded from reported revenue. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. There are no instances where variable consideration is considered material in any of the Company’s arrangements. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money. Principal/Agent Considerations In arrangements where another party (e.g., advertising service provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of the Company’s gross accounts receivables. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. The Company generally collects these balances between 30 and 45 days following the purchase by the customer. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The time between the Company issuance of an invoice and payment due date is not significant; payments that are not collected in advance of the transfer of promised services are generally due between 30 and 60 days from the invoice date. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of December 31, 2021 and December 31, 2020 for the Successor, respectively. The opening balance of accounts receivable, net of allowances, was $11,261 as of January 1, 2020 for the Predecessor. Deferred Charges The Company defers certain costs as an asset, primarily mobile app store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, the Company recognized cost of revenue of $29,020, $14,918, $10,364 and $22,010, respectively, related to these costs. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the year ended December 31, 2021, the Successor recognized $13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. For the period from June 11, 2020 through December 31, 2020, the Successor recognized $4,014 of revenue that was included in the deferred revenue balance as of June 10, 2020. For the period from January 1, 2020 through June 10, 2020, the Predecessor recognized $11,448 of revenue that was included in the deferred revenue balance as of December 31, 2019. For the year ended December 31, 2019, the Predecessor recognized $10,690 of revenue that was included in the deferred revenue balance as of December 31, 2018. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 Cost of revenue Cost of revenue consists primarily of mobile app store distribution fees, as well as credit card processing fees. Cost of revenue also includes third-party vendor costs related to customer care functions such as customer service, data center and hosting fees, moderators, and other auxiliary costs associated with providing services to customers. Selling, general and administrative expense Selling, general and administrative expense consists of compensation expense (including unit and stock-based compensation expense) and other employee related costs for personnel engaged in selling and marketing, sales support functions, executive management, finance, legal, tax, and human resources. Selling expenses also include advertising, brand marketing, digital and social media spend, and field marketing expenses. General and administrative expense also include acquisition-related transaction costs, allocated expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses. Product development expense Product development expense consists primarily of compensation (including stock and unit-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology. Depreciation and amortization expenses Depreciation and amortization expenses are primarily related to computer equipment, leasehold improvements, furniture and fixtures, customer relationships, technology, and capitalized software development costs. Advertising Costs Advertising costs are expensed as incurred. Advertising costs totaled $1,293 and $461 for the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $2,861 and $3,066 for the Predecessor for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated statements of operations and comprehensive income (loss). Leases Rent expense is recorded on a straight-line basis over the lease term. The difference between cash payments for rent and the expense recorded is reported as current and non-current deferred rent within accrued expenses and other current liabilities, other current assets, other long-term liabilities, and other assets, respectively, in the accompanying consolidated balance sheets. Income Taxes While the Successor is a limited liability company, the Company has elected to be treated as a C corporation for taxation purposes. The Company uses the asset and liability method when accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Valuation allowances are provided against tax assets when it is determined that it is more-likely-than-not that the assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of the benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The provision for income taxes included the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related interest and penalties. Unit-based and Stock-based Compensation Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted unit options (Successor periods), restricted unit awards (Successor periods), and restricted stock awards (“ RSA For the Successor, unit-based compensation includes compensation expense related to the grant of service-based unit options and restricted units granted under the 2020 Plan and the service-based and performance-based Series P Units (defined in Note 15) The estimated fair value of the performance-based profit units awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they occur. The Predecessor also granted incentive unit awards that vest upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering). The Predecessor recognized stock-based compensation expense and the liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred. Determining the fair value of unit and stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the Com |
Business Combination (FY)
Business Combination (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination [Abstract] | |
Business Combination | 3. Business Combination On June 10, 2020, SVA completed the acquisition of the Predecessor from Kunlun and purchased all the outstanding common stock held by Kunlun, which represented approximately 98.6% of the Predecessor’s issued and outstanding common stock and replaced the remaining 1.4% of the Predecessor’s issued and outstanding common stock previously held by senior management with Series Y Preferred Units of the Successor. The Successor acquired the Predecessor due to its expectation that the estimated future cash flows of the operating entity would provide a positive rate of return on its investment. Under ASC 805, Business Combinations The purchase was accounted for by the Successor under the acquisition method of accounting, which provides for the purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair value as of the acquisition date, with any excess being ascribed to goodwill. Cash consideration of $330,298 was paid consisting of a $270,000 upfront cash payment paid by the Successor from the proceeds of the new debt (see Note 11) as well as financing raised by the Successor from third-party investors and cash contributed to the Successor from parent companies. A remaining purchase price adjustment of $60,298 was paid by the Successor, which was based on a final determination of closing cash and liabilities as of the closing date. Additional consideration payable by SVA (as the legal obligor) to Kunlun in the amount of $156,082 in the form of deferred payments, is payable on the second and third anniversary of the closing date. The deferred payment is not contingent on any performance criteria. Additionally, SVA was the legal obligor of the contingent consideration liability with an estimated fair value at the closing date of $400 related to an earnout based on achievement of an EBITDA target during the 12-month period following the closing date. Series Y preferred units of the Successor were issued to replace the 1.4% stake of common stock of Grindr Inc. previously held by senior management with a fair value of $7,364, which was also included in the purchase consideration. As a result, the total purchase consideration was $494,144. The fair value of the Series Y preferred units was determined on input from management and approved by the Board of Managers, utilizing the Successor’s enterprise value as determined utilizing various methods, including the guideline public company method and discounted cash flow method. The total enterprise value was then allocated to the various outstanding ordinary units and preferred units utilizing the option-pricing model. The deferred payment consideration to Kunlun to be paid by SVA, contingent consideration liability of SVA (payable to Kunlun) and the fair value of the Series Y preferred units of the Successor, is reflected in the opening balance of the Successor’s members’ equity on June 11, 2020 as a non-cash equity contribution. The table below is a summary of the purchase price allocation of the equity interest of the fair value of assets acquired and liabilities assumed in connection with the acquisition of the Predecessor on June 10, 2020: Cash consideration $330,298 Deferred payments to Kunlun 156,082 Equity, Series Y preferred units of Grindr Group LLC 7,364 Contingent consideration 400 Total consideration $494,144 Allocation of purchase price: Cash, cash equivalents and restricted cash $ 66,454 Accounts receivable 9,041 Other current assets 4,811 Property and equipment 3,109 Tradename 65,844 Customer relationships 94,874 Technology 37,820 Other non-current assets 425 Current liabilities (13,871) Non-current liabilities (32,982) Total identifiable net assets 235,525 Goodwill 258,619 Total assets acquired $494,144 The Successor incurred $5,920 in transaction costs in connection with the acquisition, which were expensed as incurred and included in “Selling, general and administrative expense” in the accompanying consolidated statements of operations and comprehensive income (loss) for the period from June 11, 2020 through December 31, 2020. The Successor also entered into certain debt arrangements to fund the acquisition as described in Note 11. The Successor engaged a third-party valuation specialist to complete a valuation to assist with the determination of the value of the assets acquired and liabilities assumed based on the estimated fair market values at the acquisition date. The fair value of the financial assets acquired includes accounts receivable for which the fair value is estimated as the contractual amount of the receivables and no amounts are considered to be uncollectible. The fair value of liabilities assumed includes deferred revenue which represents advance payments from customers that have been received or are contractually due in advance of the Successor’s performance. The Successor estimated the obligation related to the assumed deferred revenue using the cost approach. The cost approach determines fair value by estimating the cost to fulfill the obligation plus a markup to account for an assumed profit margin. As a result, the Successor recorded an adjustment to reduce the Predecessor’s carrying value of deferred revenue to $4,906, which represents the Successor’s estimate of the fair value of the contractual obligations assumed. The fair value of the intangible assets acquired consists of: Estimated fair value Estimated useful life Valuation approach Tradename 65,844 Indefinite Income approach Customer relationship 94,874 5 years Income approach Technology 37,820 3 years Cost approach Net intangible assets acquired $198,538 The weighted-average life of the intangible assets acquired with definite lives is 4.4 years and is being amortized using the straight-line method for technology and accelerated basis method for customer relationship. The tradename acquired represents an indefinite-lived intangible asset. These fair value measurements were based on significant inputs that are not observable. The assumptions made by management in determining the fair value included discount rates based on weighted-average cost of capital, estimated average growth rates, estimated attrition for the customer relationships, and an estimated royalty rate for the tradename. The purchase price exceeded the fair value of the net assets acquired, resulting in goodwill, which is not deductible for tax purposes. The primary factor giving rise to the goodwill in the purchase price allocation was an anticipated increase in future cash flows from operations. The following represents unaudited pro-forma operating results, as if the Predecessor had been included in the Successor’s consolidated statements of operations and comprehensive income and loss as of January 1, 2019: Unaudited Pro Forma Year Ended December 31, 2020 2019 Revenue $112,657 $ 99,612 Net loss (22,222) (19,157) Loss per share - Basic and diluted $ (0.22) $ (0.19) The unaudited pro forma financial information for the years ended December 31, 2020 and 2019 adjusted the historical results of the Predecessor to reflect the business combination as though it occurred on January 1, 2019. These amounts have been calculated after applying the Successor’s accounting policies and adjusting the results of the Predecessor to reflect the (1) additional amortization that would have been expensed assuming the fair value adjustments to intangible assets had been applied on January 1, 2019, (2) release of the fair value adjustment to deferred revenue into revenue, (3) additional interest expense as if the Credit Agreement (defined below) had been obtained on January 1, 2019, and (4) any consequential tax effects. The unaudited pro forma financial information includes business combination accounting effects from the acquisition. The pro forma information as presented above is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2019. |
Property and Equipment (FY)
Property and Equipment (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following: Successor December 31, 2021 December 31, 2020 Computer equipment $ 588 $ 339 Furniture and fixtures 346 326 Leasehold improvements 2,641 2,641 3,575 3,306 Less: Accumulated depreciation (1,201) (440) $ 2,374 $2,866 Depreciation expense for property and equipment for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor amounted to $761 and $440, respectively, and depreciation expense for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor amounted to $328 and $766, respectively. Depreciation expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss). |
Goodwill and Intangibles (FY)
Goodwill and Intangibles (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles [Abstract] | |
Goodwill and Intangibles | 5. Goodwill and Intangibles Goodwill and intangible assets, net, consist of the following: Successor December 31, 2021 2020 Goodwill $258,619 $258,619 Intangible assets with long lives, net 73,864 116,030 Intangible assets with indefinite lives 65,844 65,844 $398,327 $440,493 Successor December 31, 2021 2020 Balance at beginning of period $258,619 $ — Goodwill arising from acquisition — 258,619 Balance at the end of period $258,619 $258,619 The balance of goodwill was $258,619 as of June 11, 2020 for the Successor, which arose from the Acquisition (see Note 3). There were no changes in the carrying value of goodwill for the year ended December 31, 2021 or for the period from June 11, 2020 through December 31, 2020. The balance of goodwill was $239,578 as of January 1, 2019 for the Predecessor. There were no changes in the carrying value of goodwill for the year ended December 31, 2019 and for the period from January 1, 2020 through June 10, 2020. The indefinite-lived intangible asset of $65,844 as of December 31, 2021 and December 31, 2020, represents the Grindr tradename. As of December 31, 2021 and 2020, long-lived intangible assets consist of the following: Successor December 31, 2021 Gross Carrying Value Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 94,874 $(38,700) $56,174 5 years Technology 37,041 (19,351) 17,690 3 years $131,915 $(58,051) $73,864 Successor December 31, 2020 Gross Carrying Value Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 94,874 $ (9,017) $ 85,857 5 years Technology 37,166 (6,993) 30,173 3 years $132,040 $(16,010) $116,030 The weighted average estimated remaining life for the intangible asset classes are as follows: Successor December 31, 2021 2020 Customer relationships 3.5 years 4.5 years Technology 1.5 years 2.5 years Intangible assets amortization expense was $42,041 and $16,010 for the Successor year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $9,900 and $26,292 for the Predecessor period from January 1, 2020 through June 10, 2020 and year ended December 31, 2019, respectively. During the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, the Successor wrote-off $125 and $654, respectively, of intangible assets related to acquired technology as the Successor determined the technology would no longer be placed in service. The write-off charge is included within “ Depreciation and amortization As of December 31, 2021, amortization of long-lived intangible assets is estimated to be as follows: 2022 $35,037 2023 22,341 2024 12,460 2025 4,026 Thereafter — $73,864 |
Capitalized Software Developmen
Capitalized Software Development Costs (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Development Costs [Abstract] | |
Capitalized Software Development Costs | 6. Capitalized Software Development Costs Capitalized software development costs consist of the following: Successor December 31, 2021 2020 Capitalized software development costs $3,724 $438 Less: Accumulated amortization (87) (22) $3,637 $416 Amortization expense for capitalized software development for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor amounted to $65 and $22, respectively. Amortization expense for capitalized software development for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor amounted to $341 and $354, respectively. Amortization expense is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss). The Company wrote-off capitalized software development costs of $242 and $513 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor, and $73 and $0 for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, respectively, for the Predecessor, as the Company determined the software would no longer be placed in service. The write off charge is included within “Depreciation and amortization” on the consolidated statements of operations and comprehensive income (loss). |
Income Tax (FY)
Income Tax (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax [Abstract] | ||
Income Tax | 3. Income Tax In determining the quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs. The computation of the estimated annual effective income rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. For the three months ended September 30, 2022 and 2021, the Company recorded an income tax provision of $3,474 and $461, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax provision (benefit) of $3,727 and $(214) respectively. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of state taxes, unit-based compensation, foreign derived intangible income deduction and other permanent differences. | 7. Income Tax Net income (loss) before income tax includes the following components: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $6,265 $(12,917) $(2,729) $10,147 International 35 — — — $6,300 $(12,917) $(2,729) $10,147 Income tax provision (benefit) for the year ended December 31, 2021 and the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, consisted of the following: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Current income tax provision (benefit): Federal $ 4,828 $ 1,461 $ 760 $ 341 State 711 521 193 (73) International 9 — — — Total current tax provision (benefit): 5,548 1,982 953 268 Deferred income tax provision (benefit): Federal (4,436) (3,552) (1,304) 2,170 State 124 (388) (264) 3 International — — — — Total deferred tax provision (benefit): (4,312) (3,940) (1,568) 2,173 Total income tax provision (benefit) $ 1,236 $(1,958) $ (615) $2,441 The tax effects of temporary differences that give rise to portions of deferred tax assets and deferred tax liabilities are as follows: Successor December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 474 $ 393 Net operating losses 4 10 General business credit 300 421 Deferred rent 47 — Accrued compensation 282 591 Deferred revenue — 204 Tax original issue discount 491 663 Capitalized interest carryforward 195 — Gross deferred tax assets 1,793 2,282 Less: Valuation allowance — (78) Total deferred tax assets 1,793 2,204 Deferred tax liabilities: Intangible assets (22,551) (27,291) Other (154) (137) Total gross deferred tax liabilities: (22,705) (27,428) Net deferred tax liabilities $(20,912) $(25,224) ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as deferred tax asset (“ DTA Tax credit carryforwards are as follows: Successor December 31, 2021 Amount Expiration Years Tax credits, state 468 Do Not Expire Successor December 31, 2020 Amount Expiration Years Tax credits, state 603 Do Not Expire The reconciliation between the Company’s effective tax rate on income (loss) before income tax and the statutory tax rate is as follows: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Income tax provision at the federal statutory rate 21.0% 21.0% 21.0% 21.0% State taxes 9.6% (0.9)% 2.4% 1.4% Equity compensation 4.4% (0.8)% (1.2)% 2.3% Transaction costs —% (4.7)% (0.7)% —% Foreign derived intangible income deduction (11.0)% 2.1% 9.8% (2.4)% CARES Act —% —% (6.5)% —% Change in valuation allowance (1.2)% (0.6)% —% —% Other items (3.2)% (0.9)% (2.2)% 1.8% 19.6% 15.2% 22.6% 24.1% The following table summarized the activity related to the gross unrecognized tax benefits as of December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 and June 10, 2020 and as of December 31, 2019 for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Balance at the beginning of the year $232 $171 $149 $128 Increase related to current year tax positions 109 61 22 21 Balance at end of the year $341 $232 $171 $149 All of the Company’s unrecognized tax benefits, if recognized, would change the effective rate. The Company does not expect any material changes to the unrecognized tax benefits over the next 12 months. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits, and uncertain income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in “Income tax provision (benefit)” in the consolidated statements of operations and comprehensive income (loss). Interest and penalties are not material for each of the periods presented. The Company believes it is more likely than not that all significant tax positions taken to date would be sustained by the relevant taxing authorities. As of December 31, 2021 and December 31, 2020 for the Successor, there were no active taxing authority examinations in any of the Company's major tax jurisdictions. The Company remains subject to examination for federal and state income tax purposes for the tax years ending 2017 through 2021 In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act TCJA At this time, the Company does not believe that the CARES Act or Consolidated Appropriations Act, 2021 has had or will have a material impact on the Company’s financial statements. |
Other Current Assets (FY)
Other Current Assets (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Current Assets [Abstract] | ||
Other Current Assets | 4. Other Current Assets Other current assets consist of the following: September 30, 2022 December 31, 2021 Deferred transaction costs $8,086 $ — Income tax receivable — 3,274 Other current assets 1 34 $8,087 $3,308 | 8. Other Current Assets Other current assets consist of the following: Successor December 31, 2021 2020 Income tax receivable $3,274 $— Other current assets 34 16 $3,308 $16 |
Promissory Note from a Member_2
Promissory Note from a Member (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Promissory Note from a Member [Abstract] | ||
Promissory Note from a Member | 5. Promissory Note from a Member On April 27, 2021, Catapult GP II LLC (“Catapult GP II”), a related party wherein certain members of Catapult GP II are executives of the Company, purchased 5,387,194 common units of the Company. In conjunction with the common units purchased, the Company entered into a full recourse promissory note with Catapult GP II with a face value of $30,000 (the “Note”). The Note, including all unpaid interest, is to be repaid the earlier of 1) the tenth The total amount outstanding on the Note, including interest, was $30,481 and $32,038 as of September 30, 2022 and December 31, 2021, respectively. The Note and the related accrued interest are reflected as a reduction to equity in the condensed consolidated statements of members’ equity. | 9. Promissory Note from a Member On April 27, 2021, Catapult GP II LLC (“ Catapult GP II Note ten The total amount outstanding amount on the Note, including interest, was $32,038 as of December 31, 2021. The Note and the related accrued interest are reflected as a reduction to equity in the consolidated statements of members’ equity. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Settlement payable of incentive units on 2016 Plan $ 2,108 $1,060 Income, sales and other taxes payable 2,710 664 Accrued professional service fees 1,452 184 Accrued legal expenses 1,185 196 Accrued infrastructure expenses 567 — Employee compensation and benefits 477 320 Settlement payable to a former director 406 204 Deferred rent 362 196 Other accrued expenses 1,162 715 $10,429 $3,539 | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Successor December 31, 2021 2020 Accrued repurchase of Series Y Preferred Units $ — $ 7,687 Settlement payable of incentive units on 2016 Plan 1,060 — Settlement payable to a former director 204 — Income and other taxes payable 664 1,428 Employee compensation and benefits 320 1,460 Other accrued expenses 1,291 468 $3,539 $11,043 |
Debt (FY)
Debt (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt [Abstract] | ||
Debt | 7. Debt Total debt for the Company is comprised of the following: September 30, 2022 December 31, 2021 Credit Agreement Current $ 5,040 $ 3,840 Non-current 192,900 136,320 197,940 140,160 Less: unamortized debt issuance costs (3,237) (3,041) $194,703 $ 137,119 On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Company, entered into a credit agreement (the “Credit Agreement”) which permitted the Company to borrow up to $192,000. Borrowings under the agreement are collateralized by the capital stock and assets of certain wholly owned subsidiaries of the Company. The Company’s obligation under the Credit Agreement is guaranteed by certain of the Company’s wholly owned subsidiaries. Borrowings under the Credit Agreement are payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Company is also required to make mandatory prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. No such prepayment was required for the three and nine months ended September 30, 2022 and 2021. Borrowings under the Credit Agreement are Index Rate Loans or LIBOR Rate Loans, at the Company’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of September 30, 2022 and December 31, 2021 were 10.3% and 9.5%, respectively, based on the LIBOR Rate. The Credit Agreement also required the Company to make a lump-sum principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on the first amendment to the Credit Agreement entered into on February 25, 2021. In addition to the mandatory repayment, the Company was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment. The premium was accrued over the term of the Credit Agreement through the initial repayment date in February 2021. For the nine months ended September 30, 2021, $1,118 of the premium was accrued and recognized as interest expense in “Interest expense, net” in the condensed consolidated statements of operations and comprehensive (loss) income. The Company paid the mandatory lump-sum principal and premium in November 2021. On June 13, 2022, a second amendment to the Credit Agreement was entered into which allowed the Company to borrow an additional $60,000, which the Company drew in conjunction with the closing of the amendment. The second amendment to the Credit Agreement was accounted for as a debt modification. The Company capitalized and paid debt issuance costs totaling $955 in conjunction with the second amendment. The borrowing under the second amendment has the same terms as the Credit Agreement and is payable in full on June 10, 2025. The obligations under the Credit Agreement are subject to automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the business, operations or conditions of the Company, or SVA’s default on the deferred payment resulting from the Company’s acquisition of Grindr, Inc. from Kunlun Holdings Limited (“Kunlun”) (the “Deferred Payment”). A default interest rate of an additional 2% per annum will apply on all outstanding obligations during the occurrence and continuance of an event of default. If an event of default occurs on or prior to June 10, 2022, an additional premium will be charged equal to all unpaid interest that would have accrued until the date that is 24 months after the inception of the Credit Agreement. The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than 4.75:1.00 prior to and through March 31, 2022, and no greater than 3.25:1.00 thereafter. As of September 30, 2022 and December 31, 2021, the Company was in compliance with the financial debt covenants. The fair values of the Company’s Credit Agreement balances were measured by the discounted cash flow method or comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of September 30, 2022 and December 31, 2021, was $189,746 and $142,963, respectively. | 11. Debt Total debt for the Successor is comprised of the following: Successor December 31, 2021 2020 Credit Agreement Current $ 3,840 $ 55,522 Non-current 136,320 140,160 140,160 195,682 Less: unamortized debt issuance costs (3,041) (3,261) 137,119 192,421 Paycheck Protection Program Loan Current — 744 Non-current — 768 — 1,512 Total debt $ 137,119 $193,933 Credit Agreement On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Successor, entered into a credit agreement (the “ Credit Agreement Borrowings under the agreement are collateralized by the capital stock and assets of certain wholly owned subsidiaries of the Successor. The Successor’s obligation under the Credit Agreement is guaranteed by certain of the Successor’s wholly owned subsidiaries. Borrowings under the Credit Agreement are payable in full on June 10, 2025 with mandatory principal repayments beginning in the first quarter of 2021. Mandatory repayments are equal to 0.50% of the original principal amount of the Credit Agreement. The Successor is also required to make mandatory prepayments of the Credit Agreement, commencing with the fiscal year ending December 31, 2020, equal to a defined percentage rate (determined based on the Company’s leverage ratio) of excess cash flows. For the period from June 11, 2020 through December 31, 2020, the Successor made mandatory prepayments of $740. No such prepayment was required for the year ended December 31, 2021. Borrowings under the Credit Agreement are Index Rate Loans or LIBOR Rate Loans, at the Successor’s discretion. Index Rate Loans bear interest at Index Rate plus applicable margin based on the consolidated total leverage ratio, or 7%. LIBOR Rate Loans bear interest at LIBOR Rate plus an applicable margin based on the consolidated total leverage ratio, or 8%. The interest rates in effect as of December 31, 2021 and December 31, 2020 were 9.5% and 9.5%, respectively, based on the LIBOR Rate. The Credit Agreement also required the Successor to make a lump-sum principal repayment in the amount equal to $48,000 plus related accrued interest on or before February 28, 2021. This repayment date was amended to November 30, 2021 based on an amendment to the Credit Agreement entered into on February 25, 2021. In addition to the mandatory repayment, the Successor was required to pay a premium of 10% of the principal repayment, or $4,800, together with the mandatory lump-sum principal repayment. The premium was accrued over the term of the Credit Agreement through the initial repayment date in February 2021. For the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, $1,118 and $3,682, respectively, of the premium was accrued and recognized as interest expense in “Interest income (expense), net” in the consolidated statements of operations and comprehensive income (loss) in the Successor period. The Company paid the mandatory lump-sum principal and premium in November 2021. As of December 31, 2021 and December 31, 2020, $0 and $3,682, respectively, of the premium is recognized in “Current maturities of long-term debt, net” in the consolidated balance sheets. The obligations under the Credit Agreement are subject to automatic acceleration upon a voluntary or involuntary bankruptcy event of default and are subject to acceleration at the election of the lenders upon the continuance of any other event of default, including a material adverse change in the business, operations or conditions of the Company, or SVA’s default on the deferred payments as described in Note 3 The fair values of the Successor’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the Credit Agreement balances as of December 31, 2021 and December 31, 2020 is $142,963 and $200,640, respectively. Future maturities of the Credit Agreement as of December 31, 2021, were as follows: 2022 $ 3,840 2023 3,840 2024 3,840 2025 128,640 Thereafter — $140,160 Paycheck Protection Program Loan On April 24, 2020, the Predecessor entered into a promissory note and received a loan in the amount of $1,512 (the “ PPP Loan SBA CARES Act The advance under the PPP Loan bears interest at a rate per annum of 1.0%. The term of the PPP Loan is two years, ending April 23, 2022. The Company did not provide any collateral or personal guarantees for the PPP Loan, nor did the Company pay any facility charge to the government or to the bank. The Successor applied for forgiveness of the full amount under the terms of the CARES Act in June 2021 and subsequently was granted forgiveness for the full amount in October 2021. The amount of forgiveness of $1,512 of principal and $23 of accrued interest was recorded in “Other income (expense), net” in the consolidated statements of operations and comprehensive income (loss) in the year ended December 31, 2021. |
Commitments and Contingencies_2
Commitments and Contingencies (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse effect on the Company’s business. As of September 30, 2022 and December 31, 2021, there were no amounts accrued that the Company believes would be material to its financial position. In January 2020, the Norwegian Consumer Council (“NCC”) submitted three complaints to the Norwegian Data Protection Authority, (“NDPA”). Datatilsynet, under Article 77(1) of the General Data Protection Regulation (“GDPR”) against the following parties: (1) Grindr and AdColony; (2) Grindr, Twitter, AppNexus, and OpenX; and (3) Grindr, and Smaato. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry”. The NCC argued that (1) the Company lacks valid consent for data sharing, (2) the Company shares personal data under Article 9 and does not have a legal basis for processing personal data under article 9, and (3) the Company does not provide clear information about data sharing, which infringes the principle of transparency in Article (5)(1)(a) GDPR. In April 2020, the Company received an Order to Provide Information from the Datatilsynet. The Company responded to this Order and provided information to Datatilsynet in May 2020. In January 2021, the Datatilsynet sent the Company an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,300 using the exchange rate as of September 30, 2022) for an alleged infringement of the GDPR. This was notice of a proposed fine to which Grindr was entitled to respond before Datatilsynet made a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considered certain ad tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a copy of Grindr’s November 19, 2021 response, and Grindr proposed redactions on the same day. In December 2021, Datatilsynet issued a reduced administrative fine against the Company in the amount of 65,000 NOK, or approximately $6,045 using the exchange rate as of September 30, 2022, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably possible that a change in the administrative fine may occur in the near term. In Summer of 2018, Grindr was informed by multiple State Attorneys General (the “Multistate”) that the Multistate was opening a formal investigation into the Company’s sharing of users’ HIV status and last tested date with third parties, and its security and processing of user geolocation information. Since August 2018 the Company has responded to multiple requests for information. In November 2020, the Multistate contacted the Company with its expected claims and findings and general proposed settlement terms that included a settlement of $11,000. The Company responded in February 2021 by providing the Multistate with a white paper detailing why the Multistate’s claims are factually and legally deficient. The Company also met with the Multistate and presented its arguments via a presentation. In May 2021, the Multistate contacted Grindr to request an extension of the tolling agreement from June 1, 2021 to October 1, 2021. On May 30, 2021, Grindr entered into a tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from June 1, 2021 to August 1, 2021. In June 2021, the New Jersey Attorney General served supplemental requests on Grindr seeking, among other things, additional information related to matters discussed in Grindr’s February 2021 white paper, as well as documents regarding submissions made by Grindr to Datatilsynet. In July 2021, Grindr served initial responses and objections to the New Jersey Attorney General’s supplemental requests and subsequently agreed to an extension of the tolling agreement from August 1, 2021 to October 1, 2021. Since that time, the New Jersey Attorney General agreed to limit the scope of the supplemental requests, and Grindr agreed to provide certain information in response to the supplemental requests. In addition, Grindr agreed to enter into an additional tolling agreement extension with the State Attorneys General of Arkansas, Indiana, New Jersey, North Carolina, Oregon, Vermont, and Washington, extending the tolling agreement from October 1, 2021 to March 31, 2022. On March 16, 2022, May 27, 2022 and July 5, 2022, Grindr entered into an additional extensions of the tolling agreement with the Attorneys General until May 30, 2022, June 30, 2022 and September 1, 2022. In October 2021, Grindr served an initial response to the New Jersey Attorney General’s supplemental requests, with additional responses to supplemental requests served in November and December 2021. In January 2022, Grindr submitted responses to the New Jersey Attorney General’s follow-up questions regarding the Company’s inquiry in response to The Pillar blog. On October 6, 2022, the Company was advised by the Multistate that the investigation has been closed without action and with no further action anticipated. See Note 13 In December 2020, Grindr was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. In June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff’s Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr’s local Israeli counsel is preparing a motion seeking the court’s preliminary ruling on the question of applicable law. On July 5, 2022, the Company filed a motion to determine the governing law. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss. | 12. Commitments and Contingencies Operating Leases In December 2015, the Predecessor signed a lease agreement for an office facility, which spans from May 2016 through April 2026. The agreement also includes abatement and payment escalations that will increase the monthly rental payments at set intervals through April 2026. In May 2016, the Predecessor signed an agreement for an expansion of that same office facility, which spans from January 2017 through April 2026. The agreement also includes abatement and payment escalations, which will increase the monthly rental payments at set intervals through April 2026. The Successor assumed all leases when the Successor obtained control of the Predecessor (see Note 3). Total rent expense incurred by the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 to December 31, 2020 was $1,209 and $731, respectively. Total rent expense incurred by the Predecessor for the period from January 1, 2020 to June 10, 2020 and for the year ended December 31, 2019 was $634 and $1,508, respectively. In July 2020, the Successor signed an agreement to sublease part of its office facility to another tenant. The term of the sublease is set to expire on October 31, 2023, with an option to extend the sublease to April 29, 2026. Total sublease income earned by the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 was $656 and $119, respectively. Future minimum lease commitments as of December 31, 2021 are as follows: 2022 $1,508 2023 1,696 2024 1,746 2025 1,799 Thereafter 605 $7,354 Purchase Commitments In November 2018, the Predecessor entered into a purchase commitment for the use of cloud services, with a commitment to spend $3,100 annually between January 2020 and December 2022. There was no minimum purchase commitment for 2019. The Successor assumed the agreement, as amended, when the Successor obtained control of the Predecessor (see Note 3). Total purchases under the purchase commitment were $4,809 and $1,990 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor, and $1,353 for the period from January 1, 2020 through June 10, 2020 for the Predecessor. Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company's view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Currently, it is too early to determine the outcome and probability of any legal proceedings and whether they would have a material adverse effect on the Company’s business. In January 2020, the Norwegian Consumer Council (“ NCC NDPA GDPR a proposed fine to which Grindr was entitled to respond before Datatilsynet makes a final decision. Datatilsynet alleged (i) that Grindr disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr’s response was made public. On April 29, 2021, Datatilsynet issued its Order To Provide Information - Grindr - Data Processors, asking, among other things, whether Grindr considers certain ad tech partners to be processors or controllers. Datatilsynet later extended the deadline to respond to June 2, 2021, and Grindr sent a response to Datatilsynet on that date. On October 11, 2021, Datatilsynet sent the Company a letter concerning Grindr’s reply to the Advance notification. In the letter, Datatilsynet clarified that the Advance notification only “pertains to data subjects on Norwegian territory,” and advised the Company of two additional complaints that had been filed (one in March 2021 and the other in September 2021) with Datatilsynet by the Norwegian Consumer Council. Datatilsynet requested any further comments or remarks to the Advance notification by November 1, 2021, but later extended the deadline to November 19, 2021. On November 19, 2021, Grindr served a response to Datatilsynet’s October 11, 2021 letter. On November 26, 2021, Datatilsynet requested any redactions to the response based upon the expectation that third parties may request a copy of Grindr's November 19, 2021 response, and Grindr proposed redactions on the same day. In December 2021, Datatilsynet issued a reduced administrative fine against the Company in the amount of 65,000 NOK, or approximately $7,375 using the exchange rate as of December 31, 2021, with an extended deadline for the Company to appeal through February 14, 2022. On February 14, 2022, Grindr filed an appeal brief with the DPA. It is too early to determine the probability of there being any further proceedings, the outcome of any such proceedings, and whether such proceedings may have a material adverse effect on the Company’s business, including because of the uncertainty of (i) the ultimate amount of the fine imposed, and (ii) whether Grindr may determine to appeal or further contest the fine. As a result, an estimate of the ultimate loss cannot be made at this time. It is at least reasonably possible that a change in the administrative fine may occur in the near term. In Summer of 2018, Grindr was informed by multiple State Attorneys General (the “ Multistate In December 2020, Grindr was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr violated users’ privacy by sharing information with third parties without their explicit consent. The petitioner asserts several causes of action under Israeli law, including privacy breaches, unlawful enrichment, and negligence, as well as causes of action under California law, including privacy violations under the California Constitution and California common law, negligence, violation of the Unfair Competition Law, and unjust enrichment. The statement of claims seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. In June 2021, the petitioner attempted service of the statement of claims and the associated filings (all in translated form as required under applicable law) on Grindr. In November 2021, Grindr filed an initial response to the plaintiff's Statement of Claim challenging the effectiveness of service. The plaintiff then filed opposition to Grindr’s service-related motion, raising a series of technical challenges. During the Israeli court hearing in January 2022, the Israeli court directed the plaintiff to start the service process from the beginning by seeking court permission to pursue international service on Grindr. On February 8, 2022, the Court formally permitted the Plaintiff, in ex parte, to serve the Company outside the jurisdiction. The Company should file its response to the Motion for certification (and/or preliminary jurisdictional motions) within 90 days from the date it is served. On March 30, 2022, Grindr received a package via U.S. Mail with the case documents. Grindr's local Israeli counsel is preparing a motion seeking the court's preliminary ruling on the question of applicable law. Grindr believes that the claims lack merit, and it continues to consider and evaluate an appropriate response. At this time, this matter remains in its nascent stages, and it is too early to determine the likely outcome of this proceeding or whether the proceeding may ultimately have a material adverse effect on the Company’s business, including because of the uncertainty of (i) whether Grindr will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr may determine to appeal or further contest the loss. |
Employee Benefit Plan (FY)
Employee Benefit Plan (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company maintains a qualified 401(k) retirement plan (the “ 401k Plan |
Members' Equity (FY)
Members' Equity (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Members' Equity [Abstract] | |
Members' Equity | 14. Members’ Equity Successor Members’ Equity Any distribution, liquidating and non-liquidating, will be distributed (1) to all holders of Series Y preferred units ratably based upon the aggregate Series Y preferred amount with respect to all Series Y preferred units then outstanding until each holder has received distributions equal to the aggregate Series Y preference amount with respect to such holder’s Series Y preferred units as of the time of such distribution, (2) to all holders of Series Y preferred units and Series X ordinary units (collectively, the “ Members No Member shall have any personal liability whatsoever in such Member’s capacity to act as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, obligations, and liabilities of the Company. Predecessor Common Stock There were 500,000,000 shares of common stock authorized to be issued as of December 31, 2019. The total common stock issued and outstanding as of December 31, 2019 was 101,421,320. Holders of shares of the Predecessor’s common stock were entitled to receive, in the event of a liquidation, dissolution or winding up, ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends. In August 2019, the Predecessor signed and closed a common stock purchase agreement with Kunlun to repurchase 2,027,916 shares of the Predecessor’s common stock (the “ Repurchase For the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, 63,452 and 1,421,320 shares of common stock were issued due to vesting of restricted stock awards (“ RSA |
Unit and Stock-based Compensati
Unit and Stock-based Compensation (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Unit and Stock-based Compensation [Abstract] | ||
Unit and Stock-based Compensation | 10. Unit-based Compensation The unit-based compensation expense is related to the grant of unit options and restricted units granted under the 2020 Plan and the grant of SVE’s Series P Units to Catapult Goliath LLC (“Catapult Goliath”), a related party that liquidated prior to the Closing and distributed its holdings to its members, some of whom were former officers of the Company. The unit-based compensation expense for SVE’s Series P Units have been pushed down to the operating entity and thus recorded in the Company’s condensed consolidated financial statements with a corresponding credit to equity as a capital contribution. 2020 Plan Unit options The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life of units (in years) (1) 4.57 - 4.61 4.55 - 4.61 Expected unit price volatility (2) 56.39% - 60.87% 48.20% - 56.46% Risk free interest rate (3) 1.37% - 3.05% 0.32% - 0.78% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.75 - $5.81 $1.80 - $2.17 Fair value per common unit $5.89 - $11.13 $4.50 - $4.98 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (4) Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. The following table summarizes the unit option activity for the nine months ended September 30, 2022: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 3,442,397 $ 4.97 Granted 867,050 $10.37 Exercised (240,205) $ 4.73 Forfeited (886,519) $ 4.63 Outstanding at September 30, 2022 3,182,723 $ 6.56 San Vicente Equity Joint Venture LLC (“SVE”) Series P Profit Units (“Series P”) A summary of Series P Units activity for the nine months ended September 30, 2022 is presented below: Number of Units Weighted Average Fair Value (1) Unvested at December 31, 2021 4,306,636 $2.07 Vested (3,293,464) $5.36 Unvested at September 30, 2022 1,013,172 $7.32 (1) The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). There were no Series P units granted during the nine months ended September 30, 2022 and 2021. Modification of Series P Units On May 9, 2022, SVE and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units (the “Modification”). Under the Modification, the Series P Units performance-based vesting target was amended to time-based vesting and the Series P Units will vest as follows: (1) 40% immediately as of the date of modification (the “First Tranches”), and (2) 20% each on June 30, 2022, September 30, 2022 and December 31, 2022 (the “Second Tranches”). Additionally, the requisite services under the consulting agreement have been removed as a condition to vesting. The vesting requirements for the First Tranches originally consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were met. As such, the Company accounted for the modification in the First Tranches as a Type I modification (probable to probable). As the modification only results in the acceleration of service-based vesting and does not involve any other changes, there was no incremental fair value upon modification. The Company recognized $2,285 incremental unit-based compensation during the nine months ended September 30, 2022 for the First Tranches as it relates to the units vested immediately upon the date of modification. The vesting requirements for the Second Tranches originally consisted of requisite services under a consulting agreement and performance-based targets, and all performance-based targets were not met. As such, the Company accounted for the modification in the Second Tranches as a Type III modification (improbable to probable). This Type III modification results in a remeasured fair value of $7.32 per share. The remeasured fair value was determined by a probability weighted expected return method by weighting between a going concern scenario valued using the Option Pricing Method and a reverse merger scenario value using the equity value in the merger agreement. The incremental aggregate unit-based compensation related to the modification was $22,249. The Company recognized $19,217 of incremental unit-based compensation expense during the nine months ended September 30, 2022 for the Second Tranches. Prior to the Closing, Catapult Goliath was liquidated and distributed its holdings to its members, some of whom were former officers of the Company. Unit-based compensation information The following table summarizes unit-based compensation expenses for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling, general and administrative expenses $9,435 $593 $22,870 $1,623 Product development expenses 251 71 483 183 $9,686 $664 $23,353 $1,806 Unit-based compensation expense that was capitalized as an asset was $54 and $32 for the three months ended September 30, 2022 and 2021, respectively. Unit-based compensation expense that was capitalized as an asset was $108 and $78 for the nine months ended September 30, 2022 and 2021, respectively. | 15. Unit and Stock-based Compensation For the Successor, the unit-based compensation expense is related to the grant of unit options and restricted units granted under the 2020 Plan (defined below) and the grant of SVE’s Series P Units (defined below) to employees and consultants of the Successor. The unit-based compensation for SVE’s Series P Units has been pushed down to the operating entity and thus recorded in the Successor’s consolidated financial statements with a corresponding credit to equity as a capital contribution. 2020 Plan On August 13, 2020, the Board of Managers of the Successor, approved the adoption of the 2020 Equity Incentive Plan (the “ 2020 Plan There were 6,522,685 Series X ordinary units and 1,522,843 Series Y preferred units authorized in the 2020 Plan. There were no changes to the authorized number of units in the Successor period. As of December 31, 2021 and December 31, 2020, there were 2,780,223 and 3,998,480, Series X ordinary units, respectively, and 1,522,843 and 1,522,843 Series Y preferred units, respectively, available for grant under the 2020 Plan. Unit options Employees, consultants, and nonemployee directors who provide substantial services to the Successor are eligible to be granted unit option awards under the 2020 Plan. Generally, unit options vest 25% on the first anniversary of the vesting commencement date and then quarterly thereafter for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement. Unit options have a maximum term of seven years from the date of grant. The Successor recorded unit-based compensation expense related to unit options granted under the 2020 Plan of $1,269 and $414 for the Successor year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively. The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted during the years ended December 31, 2021 and December 31, 2020: Successor December 31, 2021 2020 Expected life of units (in years) (1) 4.55 - 4.61 4.61 Expected unit price volatility (2) 48.20% - 56.46% 48.20% Risk free interest rate (3) 0.32% - 0.98% 0.42% - 0.56% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.51 $1.80 Fair value per common unit $4.50 - $5.89 $4.50 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future The following table summarizes the unit option activity for the periods ended December 31, 2021 and December 31, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at June 11, 2020 — $ — Granted 2,708,025 $4.50 Forfeited (183,820) $4.50 Outstanding at December 31, 2020 2,524,205 $4.50 6.6 $ 680 Granted 1,416,800 $5.66 Exercised (300,065) $4.50 Forfeited (198,543) $4.58 Outstanding at December 31, 2021 3,442,397 $4.97 6.1 $3,159 Exercisable at December 31, 2020 — $ — — $ — Exercisable at December 31, 2021 510,686 $4.52 5.7 $ 699 The intrinsic value of options exercised during the year ended December 31, 2021 was $417. This intrinsic value represents the difference between the fair value of the Successor’s common units on the date of exercise and the exercise price of each option. Unrecognized compensation expense relating to unit options in the 2020 Plan was $6,088 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 3.0 years. Restricted units – Series Y preferred units The Successor’s Board of Managers approved a grant of 1,522,843 Series Y preferred units to certain executives of the Predecessor to complete the Acquisition. This was a replacement award, replacing the previous 1,522,843 restricted stock awards of Grindr, Inc. granted by the Predecessor in 2019. The previous restricted stock award grants were 97.5% vested at the time of acquisition and the remaining 2.5% vested monthly from the date of Acquisition to August 31, 2020, based on continued service. The replacement award had the same number of units and same vesting terms. As the acquirer voluntarily replaced awards that would not otherwise expire or terminate on the acquisition date, the 97.5% of the vested award was attributable to pre-combination service and thus the fair-value based measure of this portion of the replacement award was included in the consideration transferred in the Acquisition. The remaining 2.5% of the replacement award was attributable to post-combination service which resulted in unit-based compensation expense of $192 during the Successor period from June 11, 2020 through December 31, 2020. The Successor agreed to repurchase all of the outstanding Series Y preferred units upon the voluntary termination of the former employees in November 2020 at an amount in excess of the fair-value based measure of the Series Y preferred units at that time, determined by a weighted discounted cash flow and guideline public company method, resulting in an additional $133 of unit-based compensation expense during the Successor period from June 11, 2020 through December 31, 2020. The amount was paid by the Successor in January 2021 and $7,687 is recognized in “Accrued expenses and other current liabilities” on the consolidated balance sheets as of December 31, 2020. San Vicente Equity Joint Venture LLC (“SVE”) Series P Profit Units Upon the Acquisition of the Predecessor by the Successor on June 10, 2020, SVE, a related party and a subsidiary of SVA, issued 5,065,855 Series P profit units (“ Series P Units Catapult Goliath The vesting requirements for the Series P Units consist of requisite service under the consulting agreement through December 31, 2023 and four performance-based vesting targets as follows: (1) 20% will vest if SVE determines that the grantee has addressed certain critical issues as described in the grant agreement by December 31, 2020, and (2) 20%, 30%, 30% will vest if EBITDA for the Successor reached a certain level for the each of the years ending December 31, 2021, December 31, 2022 and December 31, 2023, respectively. The EBITDA level was determined for each of the years ended December 31, 2022 and December 31, 2023 on June 10, 2020. SVE and Catapult Goliath had mutually agreed on the EBITDA level for December 31, 2021 on February 4, 2021, as such, 1,013,171 Series P profit units were considered granted in 2021, with the remainder considered granted in 2020. The Series P Units also have accelerated vesting features if actual EBITDA satisfies the target for the current year and the target for the next year. If an EBITDA target is not achieved, then catch-up vesting can occur if the current year EBITDA exceeds 125% of the EBITDA target for the prior year and 100% of the current target is achieved. In addition, vesting is accelerated for all units that have not been forfeited if a Transaction (as defined as an approved sale, drag-along sale or a liquidation event) occurs. SVE has the right, but not the obligation, to repurchase vested units at the lower of fair value or a de minimis amount if the consulting agreement is terminated. The Series P Units are legal form equity of SVE and as such, do not have a maximum contractual life, and do not expire. The fair value of each performance-based award is estimated on the date of grant using the Black-Scholes valuation model which approximated the fair value that would have been determined under the option pricing model valuation model. The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the Series P Units granted during the Successor period from June 11, 2020 through December 31, 2020 and for the year ended December 31, 2021: Successor December 31, 2021 2020 Expected life of units (in years) (1) 3.0 5.0 Expected unit price volatility (2) 70.0% 52.0% Risk free interest rate (3) 0.4% 0.3% Expected dividend yield (4) —% —% Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted $2.42 $2.00 Fair value per common unit of SVE $4.98 $4.50 (1) The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future A summary of Series P Units activity for the Successor for the year ended December 31, 2021 is presented below: Number of Units Weighted Average Grant Date Fair Value Unvested at June 11, 2020 — $ — Granted 4,052,684 $2.00 Vested (159,112) $2.00 Unvested at December 31, 2020 3,893,572 $2.00 Granted 1,013,171 $2.42 Vested (600,107) $2.22 Unvested at December 31, 2021 4,306,636 $2.07 The fair value of the respective vesting dates of Series P Units during the year ended December 31, 2021 and the period from June 11, 2020 to December 31, 2020 was $2,700 and $716, respectively. The Successor recorded unit-based compensation expense, as determined based on the probability of the performance conditions being met, related to Series P Units of $1,333 and $318 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, with a corresponding credit to equity as the parent company’s capital contribution. Unrecognized compensation expense relating to Series P Units was $8,906 as of December 31, 2021, which is expected to be recognized over a weighted-average period of 2.0 years. 2018 Plan On February 11, 2019, the Predecessor’s Board of Directors approved the adoption of the 2018 Equity Incentive Plan (“ 2018 Plan On February 12, 2019, the Predecessor’s Board of Directors approved a grant of 1,552,843 RSAs to certain employees, who were also officers. Pursuant to the restricted stock bonus award agreement that each grantee entered into with the Predecessor, the RSA become fully vested and nonforfeitable as follows: 70% of the shares vested on February 12, 2019, 20% of the shares vested on August 31, 2019, which shares vested in equal amount on a monthly basis, and the remaining 10% of the shares fully vested on August 31, 2020, which shares vested in equal increments on a monthly basis. RSAs outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2019 $ — $ — Granted 1,522,843 4.41 Vested (1,421,320) 4.41 Outstanding as of December 31, 2019 101,523 Vested (63,452) 4.41 Cancelled (38,071) 4.41 Outstanding as of June 10, 2020 — For the period from January 1, 2020 through June 10, 2020, the Predecessor recorded stock-based compensation expense of $126 and $63, and for the year ended December 31, 2019, the Predecessor recorded stock-based compensation expense of $4,289 and $2,144 in “Selling, general and administrative expense” and “Product development expense”, respectively, within the consolidated statements of operations and comprehensive income (loss). On June 10, 2020, the Successor issued replacement awards of Series Y preferred units (see discussion above). The 2018 Plan was subsequently cancelled. 2016 Plan In March 2016, the Predecessor approved a 2016 Incentive Unit Plan (“ 2016 Plan The maximum contractual term of an incentive unit award under the terms of the 2016 Plan was 10 years. Each award agreement under the 2016 Plan dictated the terms and conditions. Incentive units under the 2016 Plan were awards in the form of phantom shares or units denominated in a hypothetical equivalent number of units of the membership interest in the Predecessor entity and with the value of each award equal to the fair value of the membership unit at the date of grant. Each award grant was subject to service-based vesting and performance-based vesting that vested upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan as a change of control or initial public offering). As these awards are cash settled upon a triggering event, these awards are classified as liabilities upon a liquidity event. Incentive units outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Price Outstanding as of January 1, 2019 2,108,939 $0.68 Forfeited (60,250) 0.68 Outstanding as of December 31, 2019 2,048,689 Settled (2,048,689) 0.68 Outstanding as of June 10, 2020 — All remaining outstanding incentive units were determined to be settled for $5,453 upon the Acquisition. $3,162 and $2,291 was recognized in “Selling, general and administrative expense” and “Product development expense” within the consolidated statements of operations and comprehensive income (loss), respectively, in the Predecessor period from January 1, 2020 through June 10, 2020. A portion of the related settlement was paid in cash at the time of the Acquisition. As of December 31, 2021, $1,060 and $1,875 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $2,369 was recognized in “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. The 2016 Plan was cancelled on June 10, 2020. Equity Compensation to a Former Director In August 2018, the Predecessor entered into an agreement with a director whereby the director provided services as a non-executive chairman of the Board of Directors. Pursuant to the director’s agreement, the director was paid cash compensation and was granted the option to purchase up to 500,000 shares of common stock of the Predecessor with an exercise price of $3.67 per share (“ Director’s Options For the period from January 1, 2020 through June 10, 2020, the Predecessor recorded stock-based compensation expense of $154. For the year ended December 31, 2019, the Predecessor recorded stock-based compensation expense of $347. The stock-based compensation expense related were recorded in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income (loss). Upon acquisition of the Company, the Acquirer and Kunlun terminated the director as part of the acquisition agreement. On June 10, 2020, the Company canceled the 500,000 options previously granted to the director pursuant to the terms of the termination agreement entered into between the director and the Company. The Successor paid $30 to the director under the termination agreement which was recognized in “Selling, general and administrative expense” within the consolidated statements of operations and comprehensive income (loss) in the Successor period from June 11, 2020 through December 31, 2020. As of December 31, 2021, $204 and $361 were recognized in “Accrued expenses and other current liabilities” and “Other non-current liabilities”, which is payable to employees on June 10, 2022 and June 10, 2023, respectively. As of December 31, 2020, $483 was recognized in “Other non-current liabilities”, which is payable to the director on June 10, 2022 and June 10, 2023. The payment dates correspond to the timing of the payment of the deferred purchase price for the Acquisition. Stock-based and Unit-based compensation information The following table summarizes unit-based compensation expenses for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and stock-based compensation expenses for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Selling, general and administrative expenses $2,217 $846 $280 $4,636 Product development expenses 268 70 63 2,144 $2,485 $916 $343 $6,780 Unit-based compensation expense that was capitalized as an asset was $117 and $8 for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, for the Successor. No stock-based compensation was capitalized for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. |
Net Income (Loss) Per Share (FY
Net Income (Loss) Per Share (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | ||
Net Income (Loss) Per Share | 11. Net (Loss) Income Per Share The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income and comprehensive (loss) income $ (4,663) $ 1,894 $ (4,343) $ (1,433) Denominator: Basic weighted average units of ordinary units outstanding 111,098,038 110,611,462 110,984,923 108,293,197 Diluted effect of unit-based awards — 14,756 — — Diluted weighted average units of ordinary units outstanding 111,098,038 110,626,218 110,984,923 108,293,197 Net (loss) income per unit: Basic $ (0.04) $ 0.02 $ (0.04) $ (0.01) Diluted $ (0.04) $ 0.02 $ (0.04) $ (0.01) The following table presents the weighted average potential shares that are excluded from the computation of diluted net (loss) income and comprehensive (loss) income for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unit options issued under 2020 Plan 996,487 332,300 1,630,226 345,733 | 16. Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted income (loss) per share: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Numerator: Net income (loss) and comprehensive income (loss) $ 5,064 $ (10,959) $ (2,114) $ 7,706 Denominator: Basic weighted average shares/units of ordinary units/common stock outstanding 108,922,180 101,875,967 101,449,521 100,471,506 Diluted effect of unit/stock-based awards 40,156 — — 71,361 Diluted weighted average units/shares of ordinary units/common stock outstanding 108,962,336 101,875,967 101,449,521 100,542,867 Net income (loss) per units/share Basic $ 0.05 $ (0.11) $ (0.02) $ 0.08 Diluted $ 0.05 $ (0.11) $ (0.02) $ 0.08 The following table presents the weighted average potential shares that are excluded from the computation of diluted net income (loss) and comprehensive income (loss) for the periods presented because including them would have had an anti-dilutive effect: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Unit options issued under 2020 Plan 1,255,800 2,524,206 — — Director's Options — — 500,000 — RSAs issued under 2018 Plan — — 38,071 — |
Related Parties (FY)
Related Parties (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Parties [Abstract] | ||
Related Parties | 12. Related Parties For the three months ended September 30, 2022 and 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $175 and $262 to two individuals who hold ownership interest in the Company, respectively. For the nine months ended September 30, 2022 and 2021, the Company paid advisor fees and out-of-pocket expenses amounting to $606 and $644 to two individuals who hold ownership interest in the Company, respectively. See Note 5 Note 10 | 17. Related Parties On February 12, 2019, in connection with the issuance of RSAs to the three former employees, the Predecessor loaned three officers an aggregate principal amount of $2,174 to enable them to comply with their tax withholding obligations from the issuance of the restricted stock under the 2018 Plan. Each of the promissory notes bore interest at a rate of 2.63% per annum, compounded annually, and was secured by all of the Predecessor’s capital stock held by the relevant employee, together with any stock subscription rights, liquidating dividends, stock dividends, new securities of any type whatsoever, or other property held as a result of the relevant employee’s ownership of the stock. The principal plus interest of these promissory notes totaling $2,248 were fully paid to the Predecessor before June 10, 2020. As of December 31, 2019, the Predecessor had an amount payable to Kunlun totaling $87. The amount was fully paid to Kunlun in June 2020. No interest was accrued on the amount. In January 2020, the Predecessor issued a loan in the aggregate principal amount of $14,000 to Kunlun in the form of a promissory note. The promissory note was issued with an interest rate of 2% per annum. In May 2020, Kunlun repaid the full principal amount of $14,000, including $81 in interest, to the Predecessor. For the period from June 11, 2020 through December 31, 2020 and the year ended December 31, 2021, the Successor paid advisor fees and out-of-pocket expenses amounting to $389 and $913 to two individuals who hold ownership interest in the Successor, respectively. The Successor had receivables from San Vicente Holdings of $0 and $10 as of December 31, 2021 and December 31, 2020, respectively. See Note 9 and Note 15 for additional related party transactions with Catapult GP II and Catapult Goliath. |
Subsequent Events (FY)
Subsequent Events (FY) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent events [Abstract] | ||
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through November 23, 2022, the date the condensed consolidated financial statements were available to be issued. Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure. On October 6, 2022, the Company was advised by the Multistate that the investigation discussed in Note 8 The Company and Tiga Acquisition Corp., a special purpose acquisition company (“Tiga” or the “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 9, 2022. On November 1, 2022, the Company and Tiga announced that the Securities and Exchange Commission had declared effective the Form S-4 in connection with the Merger Agreement. On November 18, 2022, following the approval of the stockholders at Tiga at its Extraordinary General Meeting held on November 15, 2022, pursuant to the terms of the Merger Agreement, the Company and Tiga completed the closing of the transaction contemplated by the Merger Agreement (the “Closing”). The transaction provided the Company with $105,094 of gross proceeds. Upon Closing, the combined company was renamed Grindr Inc. and is trading on the New York Stock Exchange under the ticker “GRND”. The transaction is accounted for as a reverse recapitalization and Grindr Group has been determined to be the accounting acquirer. On November 14, 2022, Grindr Gap LLC and Grindr Capital LLC, wholly owned subsidiaries of the Company entered into an amendment to the Credit Agreement which allowed the Company to borrow multiple term loans (the “Amendment”). The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”). On November 14, 2022 and November 17, 2022, the Company fully committed the full amount for Supplemental Facility I and Supplemental Facility II, respectively. The debt issuance costs related to the Amendment is $3,387 and $750 for Supplemental Facility I and Supplemental Facility II, respectively. All borrowings under the Amendment bear interest at the Secured Overnight Financing Rate (“SOFR”), with an applicable floor, plus an applicable margin as determined by the Company’s net leverage ratio. For Supplemental Facility I, the Company is required to make quarterly amortization payments of $704 on the next business day of the end of each March, June, September and December, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date on November 14, 2027 (“Supplemental Facility I Maturity Date”). The Supplemental Facility I Maturity Date may be accelerated if certain loans in the existing Credit Agreement or Supplemental Facility II are not repaid on or before their respectively maturity dates. For Supplemental Facility II, the Company is required to make amortization payments of $7,500 on the next business day of the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date on May 17, 2024. On November 14, 2022, ahead of the close of the transaction described above, the Board of Managers approved a distribution of $2.55 per unit of Series X Ordinary Units, amounting to $283,801 to Series X Ordinary Unit holders as of the close of business on November 14, 2022 (the “Distribution”). As part of the Distribution, $155,000 was issued to Group Holdings in the form of a promissory note (the “Promissory Note”) on November 15, 2022. The Promissory Note, which would bear interest at 4.03% per annum beginning thirty days after issuance, was to be repaid no later than January 15, 2023 with all accrued interest. Group Holdings in turn issued promissory notes to its parent companies SVE and SVG totaling $155,000, SVE in turn issued a promissory note for its pro rata portion to SVG, and SVG issued a promissory note in the amount of $155,000 to San Vicente Parent LLC (a wholly owned subsidiary of San Vicente Offshore Holdings (Cayman) Limited, “SV Parent”). In addition, Catapult GP II elected to apply a portion of its distribution totaling $13,737 as a partial payment of the Note described in Note 5 On November 15, 2022, Tiga Sponsor LLC (the “SPAC Sponsor”) assigned the rights and obligations under a forward purchase agreement (“FPA”) to SV Parent for $100,000 consideration. The FPA provided for the purchase of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000, or $10.00 per Class A ordinary share. Pursuant to the FPA, the holder of the FPA (the “holder”) was also granted an option to subscribe, in the holder’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000, or $10.00 per Class A ordinary share. In addition, on November 15, 2022, SV Parent transferred $100,000 cash to the SPAC trust account, which was released on November 18, 2022 to Grindr Inc. as an equity contribution. In consideration for the Company’s assumption of SV Parent’s rights to receive the securities issuable by the SPAC Sponsor under the FPA, Grindr issued 7,127,896 Series X Ordinary Units to SV Cayman and entered into that certain warrant agreement with SV Cayman, pursuant to which, SV Cayman was entitled to purchase 3,563,948 Series X Ordinary Units of Grindr at a purchase price per share of $16.13. Such warrant and the Series X Ordinary Units were ultimately exchanged at the Closing into shares of Grindr Inc. Common Stock and a warrant to purchase shares of Grindr Inc. Common Stock in accordance with the terms of the Merger Agreement. On November 16, 2022, SVE was liquidated and Group Holdings, SVG, SVA, SV Parent, San Vicente Offshore Holdings (Cayman) Limited, and SV Investments II, Inc. merged down with and into the Company. The mergers up to the SV Parent level resulted in all of the intercompany promissory notes being canceled, and the merger of SV Parent into the Company resulted in Grindr assuming the $155,000 Deferred Payment to Kunlun with a carrying value of $142,750 as of November 16, 2022. On November 17, 2022, SV Investments distributed all of its interest and warrants in the Company to San Vicente Holdings LLC, which subsequently distributed all of its interest and warrants in the Company to its equity holders. The accounting treatment for each of these transactions is reflected as a contribution of assets and liabilities between entities under common control, which does not result in a change in reporting entity requiring retrospective restatement of the historical financial statements. In accordance with newly executed agreements between the Company and Kunlun, the Deferred Payment liability is to be settled within 10 business days of the Closing. Upon the settlement of the Deferred Payment liability, the difference between the carrying value of the Deferred Payment, at the time of settlement, and the $155,000 obligation will be recognized as a loss on extinguishment of debt in the period it is extinguished. | 18. Subsequent Events The Successor has evaluated subsequent events through May 9, 2022, the date on which the consolidated financial statements were available to be issued and concluded there were no material subsequent events that required recognition or additional disclosures in the consolidated financial statements other than as disclosed below. On April 15, 2022, the Company and Groove Coverage Limited (“ Groove On May 9, 2022, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Tiga Merger On May 9, 2022, SVE and Catapult Goliath entered into an agreement to amend the vesting requirement for the Series P Units. Under the amendment, the Series P Units performance-based vesting target was amended to time-based vesting from the date of the amendment through December 31, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Q3) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of stock-based compensation, among others. | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of stock-based compensation, among others. |
Segment Information | Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“CEO”). Substantially all of the Company’s long-lived assets are attributed to operations in the U.S. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 — Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 — Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The Company discloses the fair value of its debt in Note 11. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). |
Deferred Transaction Costs | Deferred transaction costs Deferred transaction costs consist of direct legal, accounting and other fees relating to the Company’s anticipated merger with a special purpose acquisition company (the “Merger”). These costs are capitalized as incurred in other current assets on the condensed consolidated balance sheets and will be expensed or charged to members’ equity upon the completion of the Merger. In the event the Merger is terminated, deferred transaction costs will be expensed in that period. Deferred transaction costs as of September 30, 2022 were $8,086. There were no deferred transaction costs as of December 31, 2021. | |
Modification of equity classified award | Modification of equity classified award On the modification date, the Company determines the type of modification of the equity award by assessing whether the equity awards are probable or improbable to vest before and after the modification. The Company estimates the fair value of the awards immediately before and immediately after modification for those equity awards that are probable of vesting before and after the modification. Any incremental increase in fair value is recognized as an expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the requisite service period using the related expense attribution method to the extent that they are unvested. For equity awards that are improbable of vesting before the modification and probable of vesting after the modification, the Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period using the related expense attribution method based on the fair value of the awards at the modification date. | Unit-based and Stock-based Compensation Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted unit options (Successor periods), restricted unit awards (Successor periods), and restricted stock awards (“ RSA For the Successor, unit-based compensation includes compensation expense related to the grant of service-based unit options and restricted units granted under the 2020 Plan and the service-based and performance-based Series P Units (defined in Note 15) The estimated fair value of the performance-based profit units awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they occur. The Predecessor also granted incentive unit awards that vest upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering). The Predecessor recognized stock-based compensation expense and the liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred. Determining the fair value of unit and stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. In addition, given the absence of a public trading market, the Predecessor’s Board of Directors and the Successor’s Board of Managers, along with management, exercise reasonable judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock including, but not limited to: (i) contemporaneous valuations performed by an independent valuation specialist; (ii) the Company’s operating and financial performance; (iii) issuances of preferred and ordinary units; (iv) the valuation of comparable companies; (v) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering; and (vi) the lack of marketability of its common stock. See Note 15 to the financial statements for a discussion of the Company’s unit and stock-based compensation plans. |
Revenue Recognition | Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The accounts receivable balances, net of allowances, were $18,433 and $17,885 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as of January 1, 2021. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848 of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was included in the deferred revenue balance as of December 31, 2020. Disaggregation of Revenue The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 | Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Sales tax, including value added tax, is excluded from reported revenue. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. There are no instances where variable consideration is considered material in any of the Company’s arrangements. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money. Principal/Agent Considerations In arrangements where another party (e.g., advertising service provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of the Company’s gross accounts receivables. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. The Company generally collects these balances between 30 and 45 days following the purchase by the customer. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The time between the Company issuance of an invoice and payment due date is not significant; payments that are not collected in advance of the transfer of promised services are generally due between 30 and 60 days from the invoice date. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of December 31, 2021 and December 31, 2020 for the Successor, respectively. The opening balance of accounts receivable, net of allowances, was $11,261 as of January 1, 2020 for the Predecessor. Deferred Charges The Company defers certain costs as an asset, primarily mobile app store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, the Company recognized cost of revenue of $29,020, $14,918, $10,364 and $22,010, respectively, related to these costs. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the year ended December 31, 2021, the Successor recognized $13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. For the period from June 11, 2020 through December 31, 2020, the Successor recognized $4,014 of revenue that was included in the deferred revenue balance as of June 10, 2020. For the period from January 1, 2020 through June 10, 2020, the Predecessor recognized $11,448 of revenue that was included in the deferred revenue balance as of December 31, 2019. For the year ended December 31, 2019, the Predecessor recognized $10,690 of revenue that was included in the deferred revenue balance as of December 31, 2018. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), allows the Company to delay adoption of new or revised pronouncement applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. | Recently Adopted Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“ FASB ASU As an “emerging growth company”, as defined in Section 2(a) of the Securities Act 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act Effective January 2021, the Company adopted ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which amended ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and Topic 848 to clarify the scope and availability of expedients for certain derivative instruments affected by reference rate reform. The Company adopted this standard on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued. As the Company has not had any amendments to its interest rate during the year, there is no immediate impact on the consolidated financial statements and related disclosures for the year ended December 31, 2021. The future election and application of these expedients are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2021, the Company prospectively adopted ASU 2018-15, Intangibles—Goodwill and Other —Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires the accounting for implementation costs in a cloud computing or hosting arrangement that is a services contract to follow the internal-use software guidance of ASC 350-40, Intangibles—Goodwill and Other, Internal-use Software, to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing or hosting arrangement that is a service contract to be amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2020, the Company early adopted ASU 2017-04 (Topic 350) Intangibles—Goodwill and Other Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by removing Step 2 from the goodwill impairment test. Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU is applied on a prospective basis for interim and annual periods. The adoption of this guidance does not have an immediate impact on the consolidated financial statements and related disclosures. The Company concluded that there were no goodwill impairment indications as of or for the years ended December 31, 2021 and December 31, 2020 and December 31, 2019. Effective January 1, 2020, the Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, to clarify the definition of a business to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2020, the Company early adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the exception to using the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also requires an entity to: (1) evaluate whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision retrospectively to all periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. There was no material impact on the consolidated financial statements and related disclosures as a result of retrospective adoption of this standard. Effective January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement Effective January 1, 2020, the Company adopted ASU 2018-07, - Equity-Based Payments to Non-Employees Recent 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, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“ LIBOR In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of this standard on its financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (FY) (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), regarding interim financial reporting. Certain information and disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries after elimination of intercompany transactions and balances. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP |
Consolidation | The Successor and Predecessor financial statements are defined as follows: Successor: The consolidated financial statements of Grindr Group LLC and Subsidiaries are comprised of the consolidated balance sheets as of December 31, 2021 and December 31, 2020, and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of members’ equity, and cash flows for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, and the related notes. Predecessor: The consolidated financial statements of Grindr Inc. and Subsidiaries are comprised of the consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders’ equity, and cash flows for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, and the related notes. | |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; valuation allowance; uncertain tax positions; legal contingencies; and the valuation of stock-based compensation, among others. | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the fair value of acquisition-related contingent consideration arrangements; valuation allowance; unrecognized tax benefits; legal contingencies; and the valuation of stock-based compensation, among others. |
Segment Information | Segment Information The Company operates in one segment. The Company’s operating segments are identified according to how the performance of its business is managed and evaluated by its chief operating decision maker, the Company’s Chief Executive Officer (“ CEO | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist entirely of cash and money market accounts. The Company considers all highly liquid short-term investments purchased with an original maturity of ninety days or less at the time of purchase to be cash equivalents. | |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as a non-current asset on the consolidated balance sheets. The restricted cash balance as of December 31, 2021 and December 31, 2020 was related to a letter of credit held with a financial institution for leased office space secured by the Company as described in Note 12. | |
Foreign Currency Transactions | Foreign Currency Transactions Transaction gains and losses denominated in a currency other than the functional currency are included in “Other income (expense), net” on the consolidated statements of operations and comprehensive income (loss). | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 - Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 - Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s Credit Agreement balances were measured by comparing their prepayment values and observable market data consisting of interest rates based on similar credit ratings, which the Company classifies as a Level 2 input within the fair value hierarchy. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2022 and December 31, 2021. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable: Level 1 — Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2 — Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. Level 3 — Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. Recurring Fair Value Measurements Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The Company discloses the fair value of its debt in Note 11. The Company does not have any recurring fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2021 and 2020. Nonrecurring Fair Value Measurements Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. See Note 3 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. Impairment is assessed annually in the fourth quarter or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or assets below the carrying value, as described below. The fair value of the reporting unit or asset groups is determined primarily using cost and market approaches (Level 3). |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. For property and equipment acquired through a business combination, it is carried at the fair value as of the acquisition date less subsequent accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, and in the case of leasehold improvements, the lease term, if shorter, as follows: Estimated Useful Lives Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements 5 to 10 years Maintenance and repairs are charged to expense as incurred and additions and improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in “Selling, general and administrative expense” on the consolidated statements of operations and comprehensive income (loss). | |
Business Combinations and Contingent Consideration Arrangements | Business Combinations and Contingent Consideration Arrangements The Company allocates the purchase price of acquisitions to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition, including identifiable intangible assets that arise from a contractual or legal right and are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used, and the resulting purchase price allocation. The excess of the fair value of purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The estimated fair values of these intangible assets are based on valuations that use information and assumptions that require judgment, including estimating future cash flows or the cost to recreate an acquired asset. Acquisition-related costs are expensed in the periods in which the costs are incurred. In connection with the business combination described in Note 3, SVA, an intermediate parent company of the Successor, entered into a contingent consideration arrangement that is determined to be part of the purchase price. SVA is the legal obligor of the contingent consideration and the contingent consideration was recorded at its fair value of $400 within SVA’s financial statements at the time of the acquisition, and is reflected at the current fair value for each subsequent reporting period thereafter until settled. The contingent consideration arrangement is based on the achievement of an EBITDA target for the 12-month period after the closing date. Such target was not met, and no contingent consideration was paid. | |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment loss equal to the excess is recorded. In the fourth quarters of the fiscal years ended 2021, 2020, and 2019, the Successor and Predecessor, respectively, performed its qualitative assessment and determined that it was not more likely than not that the recorded goodwill was impaired. The Company uses a qualitative approach to test indefinite-lived intangible assets (which currently consists of tradenames) for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of the indefinite-lived intangible assets in connection with the annual impairment testing for the periods presented. The results of the qualitative analysis of the Company’s indefinite-lived intangible assets indicated that the fair value of the indefinite- lived intangible assets exceeded their carrying value. The Company foregoes a qualitative assessment and tests indefinite-lived intangible assets for impairment when it concludes that it is more likely than not there may be an impairment. If needed, the annual or interim quantitative test of the recovery of indefinite-lived intangible assets involves a comparison of the estimated fair value of the indefinite-lived assets to their carrying value. If the estimated fair value of the indefinite-lived assets exceeds their carrying value, the indefinite-lived intangible assets are not impaired. If the carrying value of the indefinite-lived assets exceeds the estimated fair value, an impairment loss equal to the excess is recorded. | |
Long-Lived Assets and Intangible Assets with Long Lives | Long-Lived Assets and Intangible Assets with Long Lives Long-lived assets, which consist of property and equipment, capitalized software, and intangible assets with long lives, are reviewed for impairment whenever events or changes in circumstances indicate that the varying value of an asset may not be recoverable. 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 long-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. | |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes the costs associated with software developed or obtained for internal use, including costs incurred in connection with the development of its app and functionalities within the app. The Company capitalizes certain costs when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors and vendors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the software solutions are also capitalized. Costs incurred for training, maintenance, and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. | |
Revenue Recognition | Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve-month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The accounts receivable balances, net of allowances, were $18,433 and $17,885 as of September 30, 2022 and December 31, 2021, respectively. The opening balance of accounts receivable, net of allowances, was $11,833 as of January 1, 2021. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848 of revenue that was included in the deferred revenue balance as of December 31, 2021. For the three and nine months ended September 30, 2021, the Company recognized $1,823 and $13,978 of revenue that was included in the deferred revenue balance as of December 31, 2020. Disaggregation of Revenue The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 | Revenue Recognition Revenue is recognized when or as a customer obtains control of promised services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these services. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Sales tax, including value added tax, is excluded from reported revenue. The Company derives substantially all of its revenue from subscription revenue and advertising revenue. As permitted under the practical expedient available under ASU 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promised accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed. Direct Revenue Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of monthly subscriptions that are currently offered in one, three, six, and twelve- month lengths. Subscription revenue is presented net of taxes, credits, and chargebacks. Subscribers pay in advance, primarily through mobile app stores, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Indirect Revenue Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with advertising service providers and also directly with advertisers to display advertisements in the Grindr app. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr app. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr app. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed. The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. There are no instances where variable consideration is considered material in any of the Company’s arrangements. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU 2014-09 applicable to such contracts and does not consider the time value of money. Principal/Agent Considerations In arrangements where another party (e.g., advertising service provider) is involved in providing advertising services to an advertiser, the Company evaluates whether it is the principal or agent. In instances where the Company does not retain control of advertising inventory and does not have discretion in establishing price, the Company is the agent. In those cases, the Company does not have discretion to set pricing in its arrangements because it receives a percentage of the amount the advertising service provider charges the advertiser and it does not have a contractual relationship with the advertiser. Accordingly, the Company recognizes revenue related to advertising service providers on a net basis. Account Receivables, net of allowance for doubtful accounts The majority of app users access the Company’s services through mobile app stores. At December 31, 2021 and December 31, 2020, two mobile app stores accounted for approximately 43.6% and 14.4%, and 43.8% and 15.1%, respectively, of the Company’s gross accounts receivables. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. The Company generally collects these balances between 30 and 45 days following the purchase by the customer. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, and the specific customer’s ability to pay its obligation. The time between the Company issuance of an invoice and payment due date is not significant; payments that are not collected in advance of the transfer of promised services are generally due between 30 and 60 days from the invoice date. The accounts receivable balances, net of allowances, were $17,885 and $11,833 as of December 31, 2021 and December 31, 2020 for the Successor, respectively. The opening balance of accounts receivable, net of allowances, was $11,261 as of January 1, 2020 for the Predecessor. Deferred Charges The Company defers certain costs as an asset, primarily mobile app store distribution fees paid to the Company’s mobile app store download platforms, and recognizes such costs in cost of revenue, along with deferred revenue, as the services are provided, which is consistent with the subscription period. The fee differs based on the agreed upon percentage depending on the country from which the revenue originated and the length of consecutively paid subscriptions, generally approximating 30.0% of revenues for initial subscriptions. For year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, the Company recognized cost of revenue of $29,020, $14,918, $10,364 and $22,010, respectively, related to these costs. Contract Liabilities Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company classifies subscription deferred revenue as current and recognizes revenue ratably over the terms of the applicable subscription period or expected completion of the performance obligation which range from one For the year ended December 31, 2021, the Successor recognized $13,530 of revenue that was included in the deferred revenue balance as of December 31, 2020. For the period from June 11, 2020 through December 31, 2020, the Successor recognized $4,014 of revenue that was included in the deferred revenue balance as of June 10, 2020. For the period from January 1, 2020 through June 10, 2020, the Predecessor recognized $11,448 of revenue that was included in the deferred revenue balance as of December 31, 2019. For the year ended December 31, 2019, the Predecessor recognized $10,690 of revenue that was included in the deferred revenue balance as of December 31, 2018. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 |
Cost of revenue | Cost of revenue Cost of revenue consists primarily of mobile app store distribution fees, as well as credit card processing fees. Cost of revenue also includes third-party vendor costs related to customer care functions such as customer service, data center and hosting fees, moderators, and other auxiliary costs associated with providing services to customers. | |
Selling, general and administrative expense | Selling, general and administrative expense Selling, general and administrative expense consists of compensation expense (including unit and stock-based compensation expense) and other employee related costs for personnel engaged in selling and marketing, sales support functions, executive management, finance, legal, tax, and human resources. Selling expenses also include advertising, brand marketing, digital and social media spend, and field marketing expenses. General and administrative expense also include acquisition-related transaction costs, allocated expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses. | |
Product development expense | Product development expense Product development expense consists primarily of compensation (including stock and unit-based compensation expense) and other employee-related costs for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology. | |
Depreciation and amortization expenses | Depreciation and amortization expenses Depreciation and amortization expenses are primarily related to computer equipment, leasehold improvements, furniture and fixtures, customer relationships, technology, and capitalized software development costs. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs totaled $1,293 and $461 for the Successor for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, respectively, and $2,861 and $3,066 for the Predecessor for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, respectively. Advertising costs are included in “Selling, general and administrative expense” in the consolidated statements of operations and comprehensive income (loss). | |
Leases | Leases Rent expense is recorded on a straight-line basis over the lease term. The difference between cash payments for rent and the expense recorded is reported as current and non-current deferred rent within accrued expenses and other current liabilities, other current assets, other long-term liabilities, and other assets, respectively, in the accompanying consolidated balance sheets. | |
Income Taxes | Income Taxes While the Successor is a limited liability company, the Company has elected to be treated as a C corporation for taxation purposes. The Company uses the asset and liability method when accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Valuation allowances are provided against tax assets when it is determined that it is more-likely-than-not that the assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustainable upon examination. Measurement (step two) determines the amount of the benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The provision for income taxes included the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related interest and penalties. | |
Unit-based and Stock-based Compensation | Modification of equity classified award On the modification date, the Company determines the type of modification of the equity award by assessing whether the equity awards are probable or improbable to vest before and after the modification. The Company estimates the fair value of the awards immediately before and immediately after modification for those equity awards that are probable of vesting before and after the modification. Any incremental increase in fair value is recognized as an expense immediately to the extent the underlying equity awards are vested and on a straight-line basis over the requisite service period using the related expense attribution method to the extent that they are unvested. For equity awards that are improbable of vesting before the modification and probable of vesting after the modification, the Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period using the related expense attribution method based on the fair value of the awards at the modification date. | Unit-based and Stock-based Compensation Compensation expense related to employee and non-employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted unit options (Successor periods), restricted unit awards (Successor periods), and restricted stock awards (“ RSA For the Successor, unit-based compensation includes compensation expense related to the grant of service-based unit options and restricted units granted under the 2020 Plan and the service-based and performance-based Series P Units (defined in Note 15) The estimated fair value of the performance-based profit units awards is determined using the Black-Scholes valuation model which approximated the option pricing model valuation model. Performance-based profit units require management to make assumptions regarding the likelihood of achieving the Successor’s performance goals and the Successor recognizes compensation expense when the likelihood of the achievement of the performance-based criteria is probable, using an accelerated attribution method. Forfeitures are recognized as they occur. The Predecessor also granted incentive unit awards that vest upon both a specific period of continued employment and upon a triggering event (as defined in the 2016 Plan of the Predecessor as change of control, or an initial public offering). The Predecessor recognized stock-based compensation expense and the liability related to the cash settlement of the incentive units when the service-based criteria was met and when the triggering event was deemed probable which was determined to be when it occurred. Determining the fair value of unit and stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions, such as the fair value of the common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and the expected term option holders will retain their vested awards before exercising them. The assumptions used in the Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. In addition, given the absence of a public trading market, the Predecessor’s Board of Directors and the Successor’s Board of Managers, along with management, exercise reasonable judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock including, but not limited to: (i) contemporaneous valuations performed by an independent valuation specialist; (ii) the Company’s operating and financial performance; (iii) issuances of preferred and ordinary units; (iv) the valuation of comparable companies; (v) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering; and (vi) the lack of marketability of its common stock. See Note 15 to the financial statements for a discussion of the Company’s unit and stock-based compensation plans. |
Concentration of Risks | Concentration of Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash balances with one major commercial bank. Cash balances are generally in excess of the Federal Deposit Insurance Corporation (“ FDIC Successor: For the year ended December 31, 2021, no customers accounted for 10.0% or more of the Successor’s revenue, and three vendors accounted for 54.5%, 23.2% and 12.3% of the Successor’s cost of revenue. For the period from June 11, 2020 and December 31, 2020, no customers accounted for 10.0% or more of the Successor’s revenue, and three vendors accounted for 58.4%, 22.4% and 10.5% of the Successor’s cost of revenue. As of December 31, 2021, one customer accounted for 10.5% of the Successor’s accounts receivables, and four vendors accounted for 23.9%, 23.2%, 12.3% and 10.2% of the Successor’s accounts payable balance. As of December 31, 2020, no customer accounted for 10.0% or more of the Successor’s accounts receivables, and two vendors accounted for 43.1% and 22.1% of the Successor’s accounts payable balance. Predecessor: For the period from January 1, 2020 through June 10, 2020, no customers accounted for 10.0% or more of the Predecessor’s revenue, and two vendors accounted for 57.0% and 23.0% of the Predecessor’s cost of revenue. For the year ended December 31, 2019, no customers accounted for 10.0% or more of the Predecessor’s revenue, and three vendors accounted for 59.6%, 17.5% and 11.0% of the Predecessor’s cost of revenue. | |
Net Income (Loss) per Share of Ordinary Units/Common Stock | Net Income (Loss) per Share of Ordinary Units/Common Stock Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock/ordinary units outstanding during the year/period. Diluted income (loss) per share is based upon the weighted average number of common stock/ordinary units and equivalent common stock/ordinary units outstanding during the year. Equivalent common stock/ordinary units are excluded from the computation of diluted income(loss) per share in periods for which they have an anti-dilutive effect. See Note 16 for additional information. | |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements As an “emerging growth company”, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), allows the Company to delay adoption of new or revised pronouncement applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its condensed consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time through December 31, 2022. The Company is currently evaluating the impact this guidance may have as it relates to arrangements that reference LIBOR on its condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of the requirements of ASU 2016-02 and does not expect the adoption to have a significant impact on the consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows. Upon adoption, there will be a material increase in total assets and total liabilities in the consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for the Company’s leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. | Recently Adopted Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“ FASB ASU As an “emerging growth company”, as defined in Section 2(a) of the Securities Act 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act Effective January 2021, the Company adopted ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which amended ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and Topic 848 to clarify the scope and availability of expedients for certain derivative instruments affected by reference rate reform. The Company adopted this standard on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued. As the Company has not had any amendments to its interest rate during the year, there is no immediate impact on the consolidated financial statements and related disclosures for the year ended December 31, 2021. The future election and application of these expedients are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2021, the Company prospectively adopted ASU 2018-15, Intangibles—Goodwill and Other —Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires the accounting for implementation costs in a cloud computing or hosting arrangement that is a services contract to follow the internal-use software guidance of ASC 350-40, Intangibles—Goodwill and Other, Internal-use Software, to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing or hosting arrangement that is a service contract to be amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2020, the Company early adopted ASU 2017-04 (Topic 350) Intangibles—Goodwill and Other Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by removing Step 2 from the goodwill impairment test. Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU is applied on a prospective basis for interim and annual periods. The adoption of this guidance does not have an immediate impact on the consolidated financial statements and related disclosures. The Company concluded that there were no goodwill impairment indications as of or for the years ended December 31, 2021 and December 31, 2020 and December 31, 2019. Effective January 1, 2020, the Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, to clarify the definition of a business to allow for the evaluation of whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this new guidance did not have an impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2020, the Company early adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the exception to using the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also requires an entity to: (1) evaluate whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision retrospectively to all periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. There was no material impact on the consolidated financial statements and related disclosures as a result of retrospective adoption of this standard. Effective January 1, 2020, the Company adopted ASU 2018-13, Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement Effective January 1, 2020, the Company adopted ASU 2018-07, - Equity-Based Payments to Non-Employees Recent 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, which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations. The amendment requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. While the Company is continuing to assess the timing of adoption and potential impact of this guidance it does not expect the guidance to have a material effect, if any, on its consolidated financial statements and related disclosures. The Company will continue to evaluate the impact of this guidance upon the occurrence of future acquisitions. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“ LIBOR In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheets for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years beginning after December 15, 2022. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company’s rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02. The Company is currently evaluating the impact of this standard on its financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The standard requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Money Market Funds Measured at Level within The Fair Value Hierarchy | The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— | Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— |
Disaggregation of Revenue | The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 | The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 |
Other Current Assets (Q3) (Tabl
Other Current Assets (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Current Assets [Abstract] | ||
Other Current Assets | Other current assets consist of the following: September 30, 2022 December 31, 2021 Deferred transaction costs $8,086 $ — Income tax receivable — 3,274 Other current assets 1 34 $8,087 $3,308 | Other current assets consist of the following: Successor December 31, 2021 2020 Income tax receivable $3,274 $— Other current assets 34 16 $3,308 $16 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Settlement payable of incentive units on 2016 Plan $ 2,108 $1,060 Income, sales and other taxes payable 2,710 664 Accrued professional service fees 1,452 184 Accrued legal expenses 1,185 196 Accrued infrastructure expenses 567 — Employee compensation and benefits 477 320 Settlement payable to a former director 406 204 Deferred rent 362 196 Other accrued expenses 1,162 715 $10,429 $3,539 | Accrued expenses and other current liabilities consist of the following: Successor December 31, 2021 2020 Accrued repurchase of Series Y Preferred Units $ — $ 7,687 Settlement payable of incentive units on 2016 Plan 1,060 — Settlement payable to a former director 204 — Income and other taxes payable 664 1,428 Employee compensation and benefits 320 1,460 Other accrued expenses 1,291 468 $3,539 $11,043 |
Debt (Q3) (Tables)
Debt (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt [Abstract] | ||
Total Debt | Total debt for the Company is comprised of the following: September 30, 2022 December 31, 2021 Credit Agreement Current $ 5,040 $ 3,840 Non-current 192,900 136,320 197,940 140,160 Less: unamortized debt issuance costs (3,237) (3,041) $194,703 $ 137,119 | Total debt for the Successor is comprised of the following: Successor December 31, 2021 2020 Credit Agreement Current $ 3,840 $ 55,522 Non-current 136,320 140,160 140,160 195,682 Less: unamortized debt issuance costs (3,041) (3,261) 137,119 192,421 Paycheck Protection Program Loan Current — 744 Non-current — 768 — 1,512 Total debt $ 137,119 $193,933 |
Unit-based Compensation (Q3) (T
Unit-based Compensation (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Unit and Stock-based Compensation [Abstract] | ||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model | The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life of units (in years) (1) 4.57 - 4.61 4.55 - 4.61 Expected unit price volatility (2) 56.39% - 60.87% 48.20% - 56.46% Risk free interest rate (3) 1.37% - 3.05% 0.32% - 0.78% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.75 - $5.81 $1.80 - $2.17 Fair value per common unit $5.89 - $11.13 $4.50 - $4.98 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (4) Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. | |
Unit Option Activity | The following table summarizes the unit option activity for the nine months ended September 30, 2022: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 3,442,397 $ 4.97 Granted 867,050 $10.37 Exercised (240,205) $ 4.73 Forfeited (886,519) $ 4.63 Outstanding at September 30, 2022 3,182,723 $ 6.56 | The following table summarizes the unit option activity for the periods ended December 31, 2021 and December 31, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at June 11, 2020 — $ — Granted 2,708,025 $4.50 Forfeited (183,820) $4.50 Outstanding at December 31, 2020 2,524,205 $4.50 6.6 $ 680 Granted 1,416,800 $5.66 Exercised (300,065) $4.50 Forfeited (198,543) $4.58 Outstanding at December 31, 2021 3,442,397 $4.97 6.1 $3,159 Exercisable at December 31, 2020 — $ — — $ — Exercisable at December 31, 2021 510,686 $4.52 5.7 $ 699 |
Series P Units Activity | A summary of Series P Units activity for the nine months ended September 30, 2022 is presented below: Number of Units Weighted Average Fair Value (1) Unvested at December 31, 2021 4,306,636 $2.07 Vested (3,293,464) $5.36 Unvested at September 30, 2022 1,013,172 $7.32 (1) The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). | A summary of Series P Units activity for the Successor for the year ended December 31, 2021 is presented below: Number of Units Weighted Average Grant Date Fair Value Unvested at June 11, 2020 — $ — Granted 4,052,684 $2.00 Vested (159,112) $2.00 Unvested at December 31, 2020 3,893,572 $2.00 Granted 1,013,171 $2.42 Vested (600,107) $2.22 Unvested at December 31, 2021 4,306,636 $2.07 |
Summary of Unit-Based Compensation Expenses | The following table summarizes unit-based compensation expenses for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling, general and administrative expenses $9,435 $593 $22,870 $1,623 Product development expenses 251 71 483 183 $9,686 $664 $23,353 $1,806 | The following table summarizes unit-based compensation expenses for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and stock-based compensation expenses for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Selling, general and administrative expenses $2,217 $846 $280 $4,636 Product development expenses 268 70 63 2,144 $2,485 $916 $343 $6,780 |
Net (Loss) Income Per Share (_2
Net (Loss) Income Per Share (Q3) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | ||
Computation of Basic and Diluted (Loss) Income Per Share | The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income and comprehensive (loss) income $ (4,663) $ 1,894 $ (4,343) $ (1,433) Denominator: Basic weighted average units of ordinary units outstanding 111,098,038 110,611,462 110,984,923 108,293,197 Diluted effect of unit-based awards — 14,756 — — Diluted weighted average units of ordinary units outstanding 111,098,038 110,626,218 110,984,923 108,293,197 Net (loss) income per unit: Basic $ (0.04) $ 0.02 $ (0.04) $ (0.01) Diluted $ (0.04) $ 0.02 $ (0.04) $ (0.01) | The following table sets forth the computation of basic and diluted income (loss) per share: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Numerator: Net income (loss) and comprehensive income (loss) $ 5,064 $ (10,959) $ (2,114) $ 7,706 Denominator: Basic weighted average shares/units of ordinary units/common stock outstanding 108,922,180 101,875,967 101,449,521 100,471,506 Diluted effect of unit/stock-based awards 40,156 — — 71,361 Diluted weighted average units/shares of ordinary units/common stock outstanding 108,962,336 101,875,967 101,449,521 100,542,867 Net income (loss) per units/share Basic $ 0.05 $ (0.11) $ (0.02) $ 0.08 Diluted $ 0.05 $ (0.11) $ (0.02) $ 0.08 |
Shares Excluded from Computation of Diluted Net (Loss) Income and Comprehensive (Loss) Income per Common Share | The following table presents the weighted average potential shares that are excluded from the computation of diluted net (loss) income and comprehensive (loss) income for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unit options issued under 2020 Plan 996,487 332,300 1,630,226 345,733 | The following table presents the weighted average potential shares that are excluded from the computation of diluted net income (loss) and comprehensive income (loss) for the periods presented because including them would have had an anti-dilutive effect: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Unit options issued under 2020 Plan 1,255,800 2,524,206 — — Director's Options — — 500,000 — RSAs issued under 2018 Plan — — 38,071 — |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||
Money Market Funds Measured at Level within The Fair Value Hierarchy | The following tables present money market funds and their level within the fair value hierarchy as of September 30, 2022 and December 31, 2021: Total Level 1 Level 2 Level 3 September 30, 2022: Money market funds $25,062 $25,062 $— $— Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— | Money market funds are measured and recorded at fair value on the Company’s balance sheets on a recurring basis. The following tables present money market funds and their level within the fair value hierarchy as of December 31, 2021 and 2020: Successor Total Level 1 Level 2 Level 3 December 31, 2021: Money market funds $9,648 $9,648 $— $— Successor Total Level 1 Level 2 Level 3 December 31, 2020: Money market funds $16,829 $16,829 $— $— |
Estimated Useful Lives of Assets | Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. For property and equipment acquired through a business combination, it is carried at the fair value as of the acquisition date less subsequent accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, and in the case of leasehold improvements, the lease term, if shorter, as follows: Estimated Useful Lives Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements 5 to 10 years | |
Disaggregation of Revenue | The following tables summarizes revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct revenue $43,209 $30,537 $118,364 $ 80,733 Indirect revenue 7,193 7,712 22,123 20,079 $50,402 $38,249 $140,487 $100,812 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $31,127 $23,531 $ 87,876 $ 63,533 United Kingdom 3,752 3,127 10,457 7,753 Rest of the world 15,523 11,591 42,154 29,526 $50,402 $38,249 $140,487 $100,812 | The following tables summarize revenue from contracts with customers for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor. Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Direct revenue $116,031 $49,268 $39,840 $ 84,000 Indirect revenue 29,802 11,810 3,545 24,698 $145,833 $61,078 $43,385 $108,698 Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $93,628 $34,987 $24,921 $68,776 United Kingdom 10,704 5,366 3,894 8,940 Rest of the world 41,501 20,725 14,570 30,982 $145,833 $61,078 $43,385 $108,698 |
Business Combination (FY) (Tabl
Business Combination (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination [Abstract] | |
Purchase Price Allocation | The table below is a summary of the purchase price allocation of the equity interest of the fair value of assets acquired and liabilities assumed in connection with the acquisition of the Predecessor on June 10, 2020: Cash consideration $330,298 Deferred payments to Kunlun 156,082 Equity, Series Y preferred units of Grindr Group LLC 7,364 Contingent consideration 400 Total consideration $494,144 Allocation of purchase price: Cash, cash equivalents and restricted cash $ 66,454 Accounts receivable 9,041 Other current assets 4,811 Property and equipment 3,109 Tradename 65,844 Customer relationships 94,874 Technology 37,820 Other non-current assets 425 Current liabilities (13,871) Non-current liabilities (32,982) Total identifiable net assets 235,525 Goodwill 258,619 Total assets acquired $494,144 |
Fair Value of Intangible Assets Acquired | The fair value of the intangible assets acquired consists of: Estimated fair value Estimated useful life Valuation approach Tradename 65,844 Indefinite Income approach Customer relationship 94,874 5 years Income approach Technology 37,820 3 years Cost approach Net intangible assets acquired $198,538 |
Pro-forma Operating Results | The following represents unaudited pro-forma operating results, as if the Predecessor had been included in the Successor’s consolidated statements of operations and comprehensive income and loss as of January 1, 2019: Unaudited Pro Forma Year Ended December 31, 2020 2019 Revenue $112,657 $ 99,612 Net loss (22,222) (19,157) Loss per share - Basic and diluted $ (0.22) $ (0.19) |
Property and Equipment (FY) (Ta
Property and Equipment (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Successor December 31, 2021 December 31, 2020 Computer equipment $ 588 $ 339 Furniture and fixtures 346 326 Leasehold improvements 2,641 2,641 3,575 3,306 Less: Accumulated depreciation (1,201) (440) $ 2,374 $2,866 |
Goodwill and Intangibles (FY) (
Goodwill and Intangibles (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangibles [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net, consist of the following: Successor December 31, 2021 2020 Goodwill $258,619 $258,619 Intangible assets with long lives, net 73,864 116,030 Intangible assets with indefinite lives 65,844 65,844 $398,327 $440,493 |
Goodwill | Successor December 31, 2021 2020 Balance at beginning of period $258,619 $ — Goodwill arising from acquisition — 258,619 Balance at the end of period $258,619 $258,619 |
Long-lived Intangible Assets | As of December 31, 2021 and 2020, long-lived intangible assets consist of the following: Successor December 31, 2021 Gross Carrying Value Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 94,874 $(38,700) $56,174 5 years Technology 37,041 (19,351) 17,690 3 years $131,915 $(58,051) $73,864 Successor December 31, 2020 Gross Carrying Value Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 94,874 $ (9,017) $ 85,857 5 years Technology 37,166 (6,993) 30,173 3 years $132,040 $(16,010) $116,030 |
Weighted Average Estimated Remaining Life of Intangible Asset Classes | The weighted average estimated remaining life for the intangible asset classes are as follows: Successor December 31, 2021 2020 Customer relationships 3.5 years 4.5 years Technology 1.5 years 2.5 years |
Amortization of Long-lived Intangible Assets Estimated | As of December 31, 2021, amortization of long-lived intangible assets is estimated to be as follows: 2022 $35,037 2023 22,341 2024 12,460 2025 4,026 Thereafter — $73,864 |
Capitalized Software Developm_2
Capitalized Software Development Costs (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Development Costs [Abstract] | |
Capitalized Software Development Costs | Capitalized software development costs consist of the following: Successor December 31, 2021 2020 Capitalized software development costs $3,724 $438 Less: Accumulated amortization (87) (22) $3,637 $416 |
Income Tax (FY) (Tables)
Income Tax (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax [Abstract] | |
Net income (loss) before income tax | Net income (loss) before income tax includes the following components: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 United States $6,265 $(12,917) $(2,729) $10,147 International 35 — — — $6,300 $(12,917) $(2,729) $10,147 |
Income tax provision (benefit) | Income tax provision (benefit) for the year ended December 31, 2021 and the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019 for the Predecessor, consisted of the following: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Current income tax provision (benefit): Federal $ 4,828 $ 1,461 $ 760 $ 341 State 711 521 193 (73) International 9 — — — Total current tax provision (benefit): 5,548 1,982 953 268 Deferred income tax provision (benefit): Federal (4,436) (3,552) (1,304) 2,170 State 124 (388) (264) 3 International — — — — Total deferred tax provision (benefit): (4,312) (3,940) (1,568) 2,173 Total income tax provision (benefit) $ 1,236 $(1,958) $ (615) $2,441 |
Components of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to portions of deferred tax assets and deferred tax liabilities are as follows: Successor December 31, 2021 2020 Deferred tax assets: Accrued expenses $ 474 $ 393 Net operating losses 4 10 General business credit 300 421 Deferred rent 47 — Accrued compensation 282 591 Deferred revenue — 204 Tax original issue discount 491 663 Capitalized interest carryforward 195 — Gross deferred tax assets 1,793 2,282 Less: Valuation allowance — (78) Total deferred tax assets 1,793 2,204 Deferred tax liabilities: Intangible assets (22,551) (27,291) Other (154) (137) Total gross deferred tax liabilities: (22,705) (27,428) Net deferred tax liabilities $(20,912) $(25,224) |
Tax Credit Carryforwards | Tax credit carryforwards are as follows: Successor December 31, 2021 Amount Expiration Years Tax credits, state 468 Do Not Expire Successor December 31, 2020 Amount Expiration Years Tax credits, state 603 Do Not Expire |
Effective Tax Rate on Income (Loss) Before Income Tax And Statutory Tax Rate | The reconciliation between the Company’s effective tax rate on income (loss) before income tax and the statutory tax rate is as follows: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Income tax provision at the federal statutory rate 21.0% 21.0% 21.0% 21.0% State taxes 9.6% (0.9)% 2.4% 1.4% Equity compensation 4.4% (0.8)% (1.2)% 2.3% Transaction costs —% (4.7)% (0.7)% —% Foreign derived intangible income deduction (11.0)% 2.1% 9.8% (2.4)% CARES Act —% —% (6.5)% —% Change in valuation allowance (1.2)% (0.6)% —% —% Other items (3.2)% (0.9)% (2.2)% 1.8% 19.6% 15.2% 22.6% 24.1% |
Unrecognized Tax Benefits | The following table summarized the activity related to the gross unrecognized tax benefits as of December 31, 2021 and for the period from June 11, 2020 through December 31, 2020 for the Successor, and for the period from January 1, 2020 and June 10, 2020 and as of December 31, 2019 for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Balance at the beginning of the year $232 $171 $149 $128 Increase related to current year tax positions 109 61 22 21 Balance at end of the year $341 $232 $171 $149 |
Other Current Assets (FY) (Tabl
Other Current Assets (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Other Current Assets [Abstract] | ||
Other Current Assets | Other current assets consist of the following: September 30, 2022 December 31, 2021 Deferred transaction costs $8,086 $ — Income tax receivable — 3,274 Other current assets 1 34 $8,087 $3,308 | Other current assets consist of the following: Successor December 31, 2021 2020 Income tax receivable $3,274 $— Other current assets 34 16 $3,308 $16 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, 2022 December 31, 2021 Settlement payable of incentive units on 2016 Plan $ 2,108 $1,060 Income, sales and other taxes payable 2,710 664 Accrued professional service fees 1,452 184 Accrued legal expenses 1,185 196 Accrued infrastructure expenses 567 — Employee compensation and benefits 477 320 Settlement payable to a former director 406 204 Deferred rent 362 196 Other accrued expenses 1,162 715 $10,429 $3,539 | Accrued expenses and other current liabilities consist of the following: Successor December 31, 2021 2020 Accrued repurchase of Series Y Preferred Units $ — $ 7,687 Settlement payable of incentive units on 2016 Plan 1,060 — Settlement payable to a former director 204 — Income and other taxes payable 664 1,428 Employee compensation and benefits 320 1,460 Other accrued expenses 1,291 468 $3,539 $11,043 |
Debt (FY) (Tables)
Debt (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt [Abstract] | ||
Total Debt | Total debt for the Company is comprised of the following: September 30, 2022 December 31, 2021 Credit Agreement Current $ 5,040 $ 3,840 Non-current 192,900 136,320 197,940 140,160 Less: unamortized debt issuance costs (3,237) (3,041) $194,703 $ 137,119 | Total debt for the Successor is comprised of the following: Successor December 31, 2021 2020 Credit Agreement Current $ 3,840 $ 55,522 Non-current 136,320 140,160 140,160 195,682 Less: unamortized debt issuance costs (3,041) (3,261) 137,119 192,421 Paycheck Protection Program Loan Current — 744 Non-current — 768 — 1,512 Total debt $ 137,119 $193,933 |
Future Maturities of Credit Agreement | Future maturities of the Credit Agreement as of December 31, 2021, were as follows: 2022 $ 3,840 2023 3,840 2024 3,840 2025 128,640 Thereafter — $140,160 |
Commitments and Contingencies_3
Commitments and Contingencies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Commitments | Future minimum lease commitments as of December 31, 2021 are as follows: 2022 $1,508 2023 1,696 2024 1,746 2025 1,799 Thereafter 605 $7,354 |
Unit and Stock-based Compensa_2
Unit and Stock-based Compensation (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model | The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life of units (in years) (1) 4.57 - 4.61 4.55 - 4.61 Expected unit price volatility (2) 56.39% - 60.87% 48.20% - 56.46% Risk free interest rate (3) 1.37% - 3.05% 0.32% - 0.78% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.75 - $5.81 $1.80 - $2.17 Fair value per common unit $5.89 - $11.13 $4.50 - $4.98 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards. (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. (4) Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future. | |
Unit Option Activity | The following table summarizes the unit option activity for the nine months ended September 30, 2022: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 3,442,397 $ 4.97 Granted 867,050 $10.37 Exercised (240,205) $ 4.73 Forfeited (886,519) $ 4.63 Outstanding at September 30, 2022 3,182,723 $ 6.56 | The following table summarizes the unit option activity for the periods ended December 31, 2021 and December 31, 2020: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at June 11, 2020 — $ — Granted 2,708,025 $4.50 Forfeited (183,820) $4.50 Outstanding at December 31, 2020 2,524,205 $4.50 6.6 $ 680 Granted 1,416,800 $5.66 Exercised (300,065) $4.50 Forfeited (198,543) $4.58 Outstanding at December 31, 2021 3,442,397 $4.97 6.1 $3,159 Exercisable at December 31, 2020 — $ — — $ — Exercisable at December 31, 2021 510,686 $4.52 5.7 $ 699 |
Series P Units Activity | A summary of Series P Units activity for the nine months ended September 30, 2022 is presented below: Number of Units Weighted Average Fair Value (1) Unvested at December 31, 2021 4,306,636 $2.07 Vested (3,293,464) $5.36 Unvested at September 30, 2022 1,013,172 $7.32 (1) The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). | A summary of Series P Units activity for the Successor for the year ended December 31, 2021 is presented below: Number of Units Weighted Average Grant Date Fair Value Unvested at June 11, 2020 — $ — Granted 4,052,684 $2.00 Vested (159,112) $2.00 Unvested at December 31, 2020 3,893,572 $2.00 Granted 1,013,171 $2.42 Vested (600,107) $2.22 Unvested at December 31, 2021 4,306,636 $2.07 |
Restricted Stock Awards Activity | RSAs outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2019 $ — $ — Granted 1,522,843 4.41 Vested (1,421,320) 4.41 Outstanding as of December 31, 2019 101,523 Vested (63,452) 4.41 Cancelled (38,071) 4.41 Outstanding as of June 10, 2020 — | |
Incentive Units Activity | Incentive units outstanding at June 10, 2020 and changes during the period from January 1, 2019 to June 10, 2020 were as follows: Shares Weighted Average Grant Date Price Outstanding as of January 1, 2019 2,108,939 $0.68 Forfeited (60,250) 0.68 Outstanding as of December 31, 2019 2,048,689 Settled (2,048,689) 0.68 Outstanding as of June 10, 2020 — | |
Stock-Based and Unit-Based Compensation Information | The following table summarizes unit-based compensation expenses for the three and nine months ended September 30, 2022 and 2021, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Selling, general and administrative expenses $9,435 $593 $22,870 $1,623 Product development expenses 251 71 483 183 $9,686 $664 $23,353 $1,806 | The following table summarizes unit-based compensation expenses for the year ended December 31, 2021 and for the period from June 11, 2020 through December 31, 2020, for the Successor, and stock-based compensation expenses for the period from January 1, 2020 through June 10, 2020 and for the year ended December 31, 2019, for the Predecessor: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Selling, general and administrative expenses $2,217 $846 $280 $4,636 Product development expenses 268 70 63 2,144 $2,485 $916 $343 $6,780 |
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model | The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the Series P Units granted during the Successor period from June 11, 2020 through December 31, 2020 and for the year ended December 31, 2021: Successor December 31, 2021 2020 Expected life of units (in years) (1) 3.0 5.0 Expected unit price volatility (2) 70.0% 52.0% Risk free interest rate (3) 0.4% 0.3% Expected dividend yield (4) —% —% Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted $2.42 $2.00 Fair value per common unit of SVE $4.98 $4.50 (1) The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future | |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model | The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of unit options granted during the years ended December 31, 2021 and December 31, 2020: Successor December 31, 2021 2020 Expected life of units (in years) (1) 4.55 - 4.61 4.61 Expected unit price volatility (2) 48.20% - 56.46% 48.20% Risk free interest rate (3) 0.32% - 0.98% 0.42% - 0.56% Expected dividend yield (4) —% —% Weighted average grant-date fair value per unit of unit options granted $2.51 $1.80 Fair value per common unit $4.50 - $5.89 $4.50 (1) The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period. (2) Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards (3) The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards (4) The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (FY) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Per Share [Abstract] | ||
Computations of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) income and comprehensive (loss) income $ (4,663) $ 1,894 $ (4,343) $ (1,433) Denominator: Basic weighted average units of ordinary units outstanding 111,098,038 110,611,462 110,984,923 108,293,197 Diluted effect of unit-based awards — 14,756 — — Diluted weighted average units of ordinary units outstanding 111,098,038 110,626,218 110,984,923 108,293,197 Net (loss) income per unit: Basic $ (0.04) $ 0.02 $ (0.04) $ (0.01) Diluted $ (0.04) $ 0.02 $ (0.04) $ (0.01) | The following table sets forth the computation of basic and diluted income (loss) per share: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Numerator: Net income (loss) and comprehensive income (loss) $ 5,064 $ (10,959) $ (2,114) $ 7,706 Denominator: Basic weighted average shares/units of ordinary units/common stock outstanding 108,922,180 101,875,967 101,449,521 100,471,506 Diluted effect of unit/stock-based awards 40,156 — — 71,361 Diluted weighted average units/shares of ordinary units/common stock outstanding 108,962,336 101,875,967 101,449,521 100,542,867 Net income (loss) per units/share Basic $ 0.05 $ (0.11) $ (0.02) $ 0.08 Diluted $ 0.05 $ (0.11) $ (0.02) $ 0.08 |
Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share | The following table presents the weighted average potential shares that are excluded from the computation of diluted net (loss) income and comprehensive (loss) income for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Unit options issued under 2020 Plan 996,487 332,300 1,630,226 345,733 | The following table presents the weighted average potential shares that are excluded from the computation of diluted net income (loss) and comprehensive income (loss) for the periods presented because including them would have had an anti-dilutive effect: Successor Predecessor Year ended December 31, 2021 From June 11, 2020 through December 31, 2020 From January 1, 2020 through June 10, 2020 Year ended December 31, 2019 Unit options issued under 2020 Plan 1,255,800 2,524,206 — — Director's Options — — 500,000 — RSAs issued under 2018 Plan — — 38,071 — |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Segment Information (Q3) (Details) - Segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Information [Abstract] | ||
Number of operating segments | 1 | 1 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Fair Value Measurements (Q3) (Details) - Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements [Abstract] | |||
Fair value assets | $ 25,062 | $ 9,648 | $ 16,829 |
Level 1 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | 25,062 | 9,648 | 16,829 |
Level 2 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | 0 | 0 | 0 |
Level 3 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies, Deferred Transaction Costs (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Transaction Costs [Abstract] | ||
Deferred transaction costs | $ 8,086 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies, Revenue Recognition (Q3) (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) Store | Sep. 30, 2021 USD ($) | Jun. 10, 2020 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Store | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Store | Dec. 31, 2019 USD ($) | |
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | ||||||||
Number of mobile app stores | Store | 2 | 2 | 2 | |||||
Accounts receivable balances, net of allowances | $ 18,433 | $ 11,833 | $ 18,433 | $ 17,885 | $ 11,261 | |||
Contract Liabilities [Abstract] | ||||||||
Deferred revenue | 18,732 | 13,530 | 18,732 | 20,077 | 14,102 | |||
Deferred revenue recognized | 2,406 | $ 1,823 | $ 11,448 | 4,014 | 18,848 | $ 13,978 | 13,530 | 10,690 |
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | 50,402 | 38,249 | 43,385 | 61,078 | 140,487 | 100,812 | 145,833 | 108,698 |
United States [Member] | ||||||||
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | 31,127 | 23,531 | 24,921 | 34,987 | 87,876 | 63,533 | 93,628 | 68,776 |
United Kingdom [Member] | ||||||||
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | 3,752 | 3,127 | 3,894 | 5,366 | 10,457 | 7,753 | 10,704 | 8,940 |
Rest of the World [Member] | ||||||||
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | 15,523 | 11,591 | 14,570 | 20,725 | $ 42,154 | 29,526 | $ 41,501 | 30,982 |
Minimum [Member] | ||||||||
Contract Liabilities [Abstract] | ||||||||
Performance obligation period | 1 month | 1 month | ||||||
Maximum [Member] | ||||||||
Contract Liabilities [Abstract] | ||||||||
Performance obligation period | 12 months | 12 months | ||||||
Direct Revenue [Member] | ||||||||
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | 43,209 | 30,537 | 39,840 | 49,268 | $ 118,364 | 80,733 | $ 116,031 | 84,000 |
Indirect Revenue [Member] | ||||||||
Disaggregation of Revenue [Abstract] | ||||||||
Revenue | $ 7,193 | $ 7,712 | $ 3,545 | $ 11,810 | $ 22,123 | $ 20,079 | $ 29,802 | $ 24,698 |
Income Tax (Q3) (Details)
Income Tax (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax [Abstract] | ||||||||
Income tax provision (benefit) | $ 3,474 | $ 461 | $ (615) | $ (1,958) | $ 3,727 | $ (214) | $ 1,236 | $ 2,441 |
U.S. federal statutory rate | 21% | 21% | 21% | 21% | 21% |
Other Current Assets (Q3) (Deta
Other Current Assets (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Abstract] | |||
Deferred transaction costs | $ 8,086 | $ 0 | |
Income tax receivable | 0 | 3,274 | |
Other current assets | 1 | 34 | $ 16 |
Other current assets | $ 8,087 | $ 3,308 | $ 16 |
Promissory Note from a Member_3
Promissory Note from a Member (Q3) (Details) - USD ($) $ in Thousands | Apr. 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | |||
Stock issued (in shares) | 5,387,194 | ||
Notes receivable related party maturity period | 10 years | ||
Promissory Note [Member] | |||
Debt Instruments [Abstract] | |||
Notes receivable related party | $ 30,000 | ||
Notes receivable related party interest rate | 10% | ||
Notes receivable related party outstanding | $ 30,481 | $ 32,038 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities [Abstract] | |||
Settlement payable of incentive units on 2016 Plan | $ 2,108 | $ 1,060 | $ 0 |
Income, sales and other taxes payable | 2,710 | 664 | 1,428 |
Accrued professional service fees | 1,452 | 184 | |
Accrued legal expenses | 1,185 | 196 | |
Accrued infrastructure expenses | 567 | 0 | |
Employee compensation and benefits | 477 | 320 | 1,460 |
Settlement payable to a former director | 406 | 204 | 0 |
Deferred rent | 362 | 196 | |
Other accrued expenses | 1,162 | 715 | |
Accrued expenses and other current liabilities | $ 10,429 | $ 3,539 | $ 11,043 |
Debt, Total Debt (Q3) (Details)
Debt, Total Debt (Q3) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-Term Debt [Abstract] | |||
Total debt | $ 137,119 | $ 193,933 | |
Credit Agreement [Member] | |||
Long-Term Debt [Abstract] | |||
Current | $ 5,040 | 3,840 | 55,522 |
Non-current | 192,900 | 136,320 | 140,160 |
Debt, gross | 197,940 | 140,160 | 195,682 |
Less: unamortized debt issuance costs | (3,237) | (3,041) | (3,261) |
Total debt | $ 194,703 | $ 137,119 | $ 192,421 |
Debt, Credit Agreement (Q3) (De
Debt, Credit Agreement (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 13, 2022 | Nov. 30, 2021 | Sep. 30, 2022 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Credit Agreement [Abstract] | |||||||||
Proceeds from issuance of debt | $ 0 | $ 192,000 | $ 60,000 | $ 0 | $ 0 | $ 0 | |||
Debt issuance costs paid | 0 | $ 3,825 | $ 955 | 960 | $ 960 | $ 0 | |||
Credit Agreement [Member] | |||||||||
Credit Agreement [Abstract] | |||||||||
Borrowings | $ 192,000 | ||||||||
Maturity date | Jun. 10, 2025 | ||||||||
Percentage of mandatory repayments on principal amount | 0.50% | 0.50% | |||||||
Prepayment of debt | $ 0 | $ 0 | |||||||
Effective Interest rate percentage | 10.30% | 9.50% | 10.30% | 9.50% | |||||
Premium percentage on principal repayment | 10% | 10% | |||||||
Premium amount on principal repayment | $ 4,800 | $ 4,800 | |||||||
Premium accrued | $ 1,118 | ||||||||
Additional borrowing capacity | $ 60,000 | ||||||||
Proceeds from issuance of debt | 60,000 | ||||||||
Debt issuance costs paid | $ 955 | $ 3,825 | $ 960 | ||||||
Additional percentage of default interest rate in an event of default | 2% | 2% | |||||||
Period considered for additional premium after inception | 24 months | 24 months | |||||||
Maximum leverage ratio prior to and through March 31, 2022 | 4.75 | 4.75 | |||||||
Maximum leverage ratio after March 31, 2022 | 3.25 | 3.25 | |||||||
Estimated fair value | $ 189,746 | 200,640 | $ 189,746 | $ 142,963 | |||||
Credit Agreement [Member] | Interest Expense, Net [Member] | |||||||||
Credit Agreement [Abstract] | |||||||||
Premium accrued | $ 3,682 | 1,118 | |||||||
Credit Agreement [Member] | On or Before November 30, 2021 [Member] | |||||||||
Credit Agreement [Abstract] | |||||||||
Principal repayment, required amount | $ 48,000 | $ 48,000 | |||||||
Credit Agreement [Member] | Index Rate [Member] | |||||||||
Credit Agreement [Abstract] | |||||||||
Debt instrument variable rate percentage | 7% | 7% | |||||||
Credit Agreement [Member] | LIBOR [Member] | |||||||||
Credit Agreement [Abstract] | |||||||||
Debt instrument variable rate percentage | 8% | 8% |
Commitments and Contingencies_4
Commitments and Contingencies (Q3) (Details) kr in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 NOK (kr) | Sep. 30, 2021 Claim | Mar. 31, 2021 Claim | Jan. 31, 2021 NOK (kr) | Nov. 30, 2020 USD ($) | Jan. 31, 2020 Plaintiff | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Litigation [Abstract] | ||||||||||
Litigation accrued amount | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Litigation settlement expense | $ 11,000 | |||||||||
Maximum period to file for certification | 90 days | 90 days | ||||||||
Datatilsynet [Member] | ||||||||||
Litigation [Abstract] | ||||||||||
Number of complaints submitted | Plaintiff | 3 | |||||||||
Amount of administrative fine imposed | 9,300 | 11,349 | kr 100,000 | |||||||
Number of additional complaints filed | Claim | 1 | 1 | ||||||||
Reduced to administrative fine imposed | $ 6,045 | $ 7,375 | kr 65,000 |
Distributions (Q3) (Details)
Distributions (Q3) (Details) - Series X Ordinary Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jun. 10, 2022 | Sep. 30, 2022 | |
Distributions [Abstract] | ||
Special distribution, approved date | Jun. 10, 2022 | |
Special distribution (in dollars per share) | $ 0.75 | |
Total special distribution | $ 83,313 | |
Special distribution, partially paid date | Jun. 30, 2022 | |
Special distribution, fully paid date | Jul. 31, 2022 |
Unit-based Compensation, 2020 P
Unit-based Compensation, 2020 Plan (Q3) (Details) - 2020 Plan [Member] - Unit Options [Member] - $ / shares | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||
Expected life of units (in years) | [1] | 4 years 7 months 9 days | |||||||
Expected unit price volatility | [2] | 48.20% | |||||||
Expected dividend yield | 0% | [3] | 0% | [4] | 0% | [4] | 0% | [3] | |
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 1.8 | $ 2.51 | |||||||
Fair value per common unit (in dollars per share) | $ 4.5 | ||||||||
Number of Options [Roll Forward] | |||||||||
Outstanding, beginning balance (in shares) | 0 | 3,442,397 | 2,524,205 | 2,524,205 | |||||
Granted (in shares) | 2,708,025 | 867,050 | 1,416,800 | ||||||
Exercised (in shares) | (240,205) | (300,065) | |||||||
Forfeited (in shares) | (183,820) | (886,519) | (198,543) | ||||||
Outstanding, ending balance (in shares) | 2,524,205 | 3,182,723 | 3,442,397 | ||||||
Weighted Average Exercise Price [Abstract] | |||||||||
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 4.97 | $ 4.5 | $ 4.5 | |||||
Granted (in dollars per share) | 4.5 | 10.37 | 5.66 | ||||||
Exercised (in dollars per share) | 4.73 | 4.5 | |||||||
Forfeited (in dollars per share) | 4.5 | 4.63 | 4.58 | ||||||
Outstanding, ending balance (in dollars per share) | $ 4.5 | $ 6.56 | $ 4.97 | ||||||
Minimum [Member] | |||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||
Expected life of units (in years) | [1] | 4 years 6 months 25 days | 4 years 6 months 18 days | 4 years 6 months 18 days | |||||
Expected unit price volatility | 56.39% | [5] | 48.20% | [5] | 48.20% | [2] | |||
Risk free interest rate | 0.42% | [6] | 1.37% | [7] | 0.32% | [7] | 0.32% | [6] | |
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 2.75 | $ 1.8 | |||||||
Fair value per common unit (in dollars per share) | $ 5.89 | $ 4.5 | $ 4.5 | ||||||
Maximum [Member] | |||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||
Expected life of units (in years) | [1] | 4 years 7 months 9 days | 4 years 7 months 9 days | 4 years 7 months 9 days | |||||
Expected unit price volatility | 60.87% | [5] | 56.46% | [5] | 56.46% | [2] | |||
Risk free interest rate | 0.56% | [6] | 3.05% | [7] | 0.78% | [7] | 0.98% | [6] | |
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 5.81 | $ 2.17 | |||||||
Fair value per common unit (in dollars per share) | $ 11.13 | $ 4.98 | $ 5.89 | ||||||
[1]The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period.[2]Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards[3]The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future[4]Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future.[5]Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards.[6]The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards[7]The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
Unit-based Compensation, San Vi
Unit-based Compensation, San Vicente Equity Joint Venture LLC ("SVE") Series P Profit Units ("Series P") (Q3) (Details) - Performance Shares [Member] - Series P Profit Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | May 09, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||||
Number of Units [Abstract] | |||||||||||
Beginning balance (in shares) | 0 | 4,306,636 | 3,893,572 | 3,893,572 | |||||||
Vested (in shares) | (159,112) | (3,293,464) | (600,107) | ||||||||
Ending balance (in shares) | 1,013,172 | 3,893,572 | 1,013,172 | 4,306,636 | |||||||
Granted (in shares) | 4,052,684 | 0 | 0 | 1,013,171 | |||||||
Weighted Average Fair Value [Abstract] | |||||||||||
Beginning balance (in dollars per share) | $ 0 | $ 2.07 | [1] | $ 2 | $ 2 | ||||||
Vested (in dollars per share) | 2 | 5.36 | [1] | 2.22 | |||||||
Ending balance (in dollars per share) | $ 7.32 | [1] | $ 2 | $ 7.32 | [1] | $ 2.07 | [1] | ||||
Tranche One [Member] | |||||||||||
Modification of Series P Units [Abstract] | |||||||||||
Award vesting percentage | 40% | 20% | |||||||||
Incremental unit-based compensation | $ 2,285 | ||||||||||
Tranche Two [Member] | |||||||||||
Weighted Average Fair Value [Abstract] | |||||||||||
Ending balance (in dollars per share) | $ 7.32 | $ 7.32 | |||||||||
Modification of Series P Units [Abstract] | |||||||||||
Award vesting percentage | 20% | 20% | 20% | ||||||||
Incremental unit-based compensation | $ 19,217 | ||||||||||
Modified incremental aggregate unit-based compensation | $ 22,249 | ||||||||||
Tranche Two [Member] | Scenario, Plan [Member] | |||||||||||
Modification of Series P Units [Abstract] | |||||||||||
Award vesting percentage | 20% | ||||||||||
[1]The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
Unit-based Compensation, Unit-b
Unit-based Compensation, Unit-based Compensation Information (Q3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 |
Unit-based compensation expense capitalized | 54 | 32 | 0 | 8 | 108 | 78 | 117 | 0 |
Selling, General and Administrative Expenses [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | 9,435 | 593 | 280 | 846 | 22,870 | 1,623 | 2,217 | 4,636 |
Product Development Expenses [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | $ 251 | $ 71 | $ 63 | $ 70 | $ 483 | $ 183 | $ 268 | $ 2,144 |
Net (Loss) Income Per Share (_3
Net (Loss) Income Per Share (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Numerator [Abstract] | ||||||||||||
Net income (loss) | $ (4,663) | $ (4,309) | $ 4,629 | $ 1,894 | $ 1,794 | $ (5,121) | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 |
Comprehensive (loss) income | $ (4,663) | $ 1,894 | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 | ||||
Denominator [Abstract] | ||||||||||||
Basic weighted average units of ordinary units outstanding (in shares) | 111,098,038 | 110,611,462 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,922,180 | 100,471,506 | ||||
Diluted effect of unit-based awards (in shares) | 0 | 14,756 | 0 | 0 | 0 | 0 | 40,156 | 71,361 | ||||
Diluted weighted average units of ordinary units outstanding (in shares) | 111,098,038 | 110,626,218 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,962,336 | 100,542,867 | ||||
Basic net (loss) income per unit (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Diluted net (loss) income per unit (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Unit Options Issued Under 2020 Plan [Member] | ||||||||||||
Shares Excluded from Computation of Diluted Net Income (Loss) and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 996,487 | 332,300 | 0 | 2,524,206 | 1,630,226 | 345,733 | 1,255,800 | 0 |
Related Parties (Q3) (Details)
Related Parties (Q3) (Details) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) Individual | Sep. 30, 2021 USD ($) Individual | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Individual | Sep. 30, 2021 USD ($) Individual | Dec. 31, 2021 USD ($) Individual | |
Related Party Transaction [Abstract] | ||||||
Advisor fees and out-of-pocket expenses | $ | $ 175 | $ 262 | $ 389 | $ 606 | $ 644 | $ 913 |
Number of individuals | Individual | 2 | 2 | 2 | 2 | 2 |
Subsequent Events (Q3) (Details
Subsequent Events (Q3) (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Nov. 18, 2022 | Nov. 16, 2022 | Nov. 15, 2022 | Nov. 14, 2022 | Jun. 10, 2022 | Apr. 27, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 31, 2020 | Nov. 30, 2018 | |
Subsequent Events [Abstract] | ||||||||||||||
Repayment of principal and interest on the promissory note to a member from distributions | $ 3,789 | $ 0 | ||||||||||||
Consideration amount | $ 3,100 | |||||||||||||
Purchase of ordinary shares (in shares) | 5,387,194 | |||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 1,535 | $ 0 | ||||||||||
Kunlun [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Interest rate on promissory note | 2% | |||||||||||||
Aggregate principal amount | $ 14,000 | |||||||||||||
Series X Ordinary Units [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Distributions declared date | Jun. 10, 2022 | |||||||||||||
Distributions declared per share (in dollars per Unit) | $ 0.75 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Gross proceeds | $ 105,094 | |||||||||||||
Consideration amount | $ 100,000 | |||||||||||||
Subsequent Event [Member] | Holder Forward Purchase Agreement [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Cash transferred to trust account | $ 100,000 | |||||||||||||
Subsequent Event [Member] | Kunlun [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Assumed deferred payment | $ 155,000 | |||||||||||||
Carrying value | $ 142,750 | |||||||||||||
Number of business days | 10 days | |||||||||||||
Loss on extinguishment of debt | $ (155,000) | |||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Maturity date | Jan. 15, 2023 | |||||||||||||
Distribution amount | $ 13,737 | |||||||||||||
Interest rate on promissory note | 4.03% | |||||||||||||
Interest bearing period | 30 days | |||||||||||||
Aggregate principal amount | $ 155,000 | |||||||||||||
Repayment of principal and interest on the promissory note to a member from distributions | 12,020 | |||||||||||||
Accrued interest | 1,280 | |||||||||||||
Principal amount | 10,740 | |||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | SVE and SVG [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Aggregate principal amount | 155,000 | |||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | San Vicente Parent LLC [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Aggregate principal amount | $ 155,000 | |||||||||||||
Subsequent Event [Member] | Series X Ordinary Units [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Distributions declared date | Nov. 14, 2022 | |||||||||||||
Distributions declared per share (in dollars per Unit) | $ 2.55 | |||||||||||||
Distribution amount | $ 283,801 | |||||||||||||
Ordinary units issued (in shares) | 7,127,896 | |||||||||||||
Purchase of ordinary shares (in shares) | 3,563,948 | |||||||||||||
Ordinary shares price (in dollars per share) | $ 16.13 | |||||||||||||
Subsequent Event [Member] | Class A [Member] | Forward Purchase Agreement [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Number of shares provided to purchase (in shares) | 5,000,000 | |||||||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ 11.5 | |||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||
Share price (in dollars per share) | $ 10 | |||||||||||||
Subsequent Event [Member] | Class A [Member] | Holder Forward Purchase Agreement [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Number of shares provided to purchase (in shares) | 5,000,000 | |||||||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||||||||
Ordinary shares, par value (in dollars per share) | $ 11.5 | |||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||
Share price (in dollars per share) | $ 10 | |||||||||||||
Subsequent Event [Member] | Redeemable Warrants [Member] | Forward Purchase Agreement [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Number of shares provided to purchase (in shares) | 2,500,000 | |||||||||||||
Subsequent Event [Member] | Redeemable Warrants [Member] | Holder Forward Purchase Agreement [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Number of shares provided to purchase (in shares) | 2,500,000 | |||||||||||||
Subsequent Event [Member] | Supplemental Facility I [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Maximum commitment amounts | 140,800 | |||||||||||||
Debt issuance costs related amendment | 3,387 | |||||||||||||
Quarterly amortization payments | $ 704 | |||||||||||||
Maturity date | Nov. 14, 2027 | |||||||||||||
Subsequent Event [Member] | Supplemental Facility II [Member] | ||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||
Maximum commitment amounts | $ 30,000 | |||||||||||||
Debt issuance costs related amendment | 750 | |||||||||||||
Quarterly amortization payments | $ 7,500 | |||||||||||||
Maturity date | May 17, 2024 |
Nature of Business (FY) (Detail
Nature of Business (FY) (Details) - San Vicente Acquisition LLC [Member] | Jun. 10, 2020 Executive |
Nature of Business [Abstract] | |
Percentage of interest acquired | 98.59% |
Kunlun [Member] | |
Nature of Business [Abstract] | |
Percentage of interest acquired | 1.41% |
Number of former executives | 3 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies, Segment Information (FY) (Details) - Segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Information [Abstract] | ||
Number of operating segments | 1 | 1 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies, Fair Value Measurements (FY) (Details) - Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements [Abstract] | |||
Fair value assets | $ 25,062 | $ 9,648 | $ 16,829 |
Level 1 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | 25,062 | 9,648 | 16,829 |
Level 2 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | 0 | 0 | 0 |
Level 3 [Member] | |||
Fair Value Measurements [Abstract] | |||
Fair value assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies, Property and Equipment (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives of assets | 3 years |
Furniture and Fixtures [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives of assets | 10 years |
Summary of Significant Accou_14
Summary of Significant Accounting Policies, Business Combinations and Contingent Consideration Arrangements (FY) (Details) $ in Thousands | Jun. 10, 2020 USD ($) |
San Vicente Acquisition LLC [Member] | |
Business Combinations and Contingent Consideration Arrangements [Abstract] | |
Fair value of contingent consideration | $ 400 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies, Goodwill and Indefinite-Lived Intangible Assets (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 ReportingUnit | |
Goodwill and Indefinite-Lived Intangible Assets [Abstract] | |
Number of reporting units | 1 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies, Capitalized Software Development Costs (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Development Costs [Member] | |
Capitalized Software Development Costs [Abstract] | |
Estimated useful life | 3 years |
Summary of Significant Accou_17
Summary of Significant Accounting Policies, Revenue Recognition (FY) (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) Store | Sep. 30, 2021 USD ($) | Jun. 10, 2020 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Store | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Store | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | |||||||||
Number of mobile app stores | Store | 2 | 2 | 2 | ||||||
Accounts receivable balances, net of allowances | $ 18,433 | $ 11,833 | $ 18,433 | $ 17,885 | $ 11,833 | $ 11,261 | |||
Deferred Charges [Abstract] | |||||||||
Percentage of revenue for initial subscriptions | 30% | ||||||||
Cost of revenue recognized | $ 10,364 | 14,918 | $ 29,020 | 22,010 | |||||
Contract Liabilities [Abstract] | |||||||||
Deferred revenue | 18,732 | 13,530 | 18,732 | 20,077 | $ 13,530 | 14,102 | |||
Deferred revenue recognized | 2,406 | $ 1,823 | 11,448 | 4,014 | 18,848 | $ 13,978 | 13,530 | 10,690 | |
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | 50,402 | 38,249 | 43,385 | 61,078 | $ 140,487 | 100,812 | $ 145,833 | 108,698 | |
Minimum [Member] | |||||||||
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | |||||||||
General collection period following purchase by customer | 30 days | ||||||||
Payment due period from invoice date | 30 days | ||||||||
Contract Liabilities [Abstract] | |||||||||
Performance obligation period | 1 month | 1 month | |||||||
Maximum [Member] | |||||||||
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | |||||||||
General collection period following purchase by customer | 45 days | ||||||||
Payment due period from invoice date | 60 days | ||||||||
Contract Liabilities [Abstract] | |||||||||
Performance obligation period | 12 months | 12 months | |||||||
United States [Member] | |||||||||
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | 31,127 | 23,531 | 24,921 | 34,987 | $ 87,876 | 63,533 | $ 93,628 | 68,776 | |
United Kingdom [Member] | |||||||||
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | 3,752 | 3,127 | 3,894 | 5,366 | 10,457 | 7,753 | 10,704 | 8,940 | |
Rest of the World [Member] | |||||||||
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | 15,523 | 11,591 | 14,570 | 20,725 | 42,154 | 29,526 | 41,501 | 30,982 | |
Direct Revenue [Member] | |||||||||
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | 43,209 | 30,537 | 39,840 | 49,268 | 118,364 | 80,733 | 116,031 | 84,000 | |
Indirect Revenue [Member] | |||||||||
Disaggregation of Revenue [Abstract] | |||||||||
Revenue | $ 7,193 | $ 7,712 | $ 3,545 | $ 11,810 | $ 22,123 | $ 20,079 | $ 29,802 | $ 24,698 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Mobile Stores [Member] | |||||||||
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | |||||||||
Percentage of gross accounts receivable | 43.60% | 43.80% | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Mobile Stores [Member] | |||||||||
Account Receivables, Net of Allowance for Doubtful Accounts [Abstract] | |||||||||
Percentage of gross accounts receivable | 14.40% | 15.10% |
Summary of Significant Accou_18
Summary of Significant Accounting Policies, Advertising Costs (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Advertising Costs [Abstract] | ||||
Advertising Expense | $ 2,861 | $ 461 | $ 1,293 | $ 3,066 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies, Unit-based and Stock-based Compensation (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Unit-based and Stock-based Compensation [Abstract] | |
Requisite service period | 4 years |
Summary of Significant Accou_20
Summary of Significant Accounting Policies, Concentration of Risks (FY) (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 10, 2020 Vendor | Dec. 31, 2020 Vendor | Dec. 31, 2021 Customer Bank Vendor | Dec. 31, 2020 Vendor | Dec. 31, 2019 Vendor | |
Concentration of Risks [Abstract] | |||||
Number of major commercial banks with whom cash balances are maintained | Bank | 1 | ||||
Cost of Revenue [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Risks [Abstract] | |||||
Number of major vendors | 2 | 3 | 3 | 3 | |
Cost of Revenue [Member] | Vendor Concentration Risk [Member] | Vendor One [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 57% | 58.40% | 54.50% | 59.60% | |
Cost of Revenue [Member] | Vendor Concentration Risk [Member] | Vendor Two [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 23% | 22.40% | 23.20% | 17.50% | |
Cost of Revenue [Member] | Vendor Concentration Risk [Member] | Vendor Three [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 10.50% | 12.30% | 11% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Risks [Abstract] | |||||
Number of major customers | Customer | 1 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 10.50% | ||||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | |||||
Concentration of Risks [Abstract] | |||||
Number of major vendors | 4 | 2 | |||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Vendor One [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 23.90% | 43.10% | |||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Vendor Two [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 23.20% | 22.10% | |||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Vendor Three [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 12.30% | ||||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Vendor Four [Member] | |||||
Concentration of Risks [Abstract] | |||||
Percentage of concentration risk | 10.20% |
Business Combination, Purchase
Business Combination, Purchase Price Allocation (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Jun. 10, 2020 | Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2018 | |
Business Combination [Abstract] | |||||||
Upfront cash payment | $ 0 | $ 263,843 | $ 0 | $ 0 | |||
Allocation of purchase price [Abstract] | |||||||
Goodwill | $ 0 | $ 0 | $ 258,619 | $ 258,619 | $ 258,619 | $ 239,578 | |
San Vicente Acquisition LLC [Member] | |||||||
Business Combination [Abstract] | |||||||
Percentage of interest acquired | 98.59% | 98.59% | |||||
Upfront cash payment | $ 270,000 | ||||||
Purchase Price Allocations [Abstract] | |||||||
Cash consideration | 330,298 | ||||||
Deferred payments to Kunlun | 156,082 | ||||||
Equity, Series Y preferred units of Grindr Group LLC | 7,364 | ||||||
Contingent consideration | 400 | ||||||
Total consideration | 494,144 | ||||||
Allocation of purchase price [Abstract] | |||||||
Cash, cash equivalents and restricted cash | 66,454 | $ 66,454 | |||||
Accounts receivable | 9,041 | 9,041 | |||||
Other current assets | 4,811 | 4,811 | |||||
Property and equipment | 3,109 | 3,109 | |||||
Net intangible assets acquired | 198,538 | 198,538 | |||||
Other non-current assets | 425 | 425 | |||||
Current liabilities | (13,871) | (13,871) | |||||
Non-current liabilities | (32,982) | (32,982) | |||||
Total identifiable net assets | 235,525 | 235,525 | |||||
Goodwill | 258,619 | 258,619 | |||||
Total assets acquired | 494,144 | 494,144 | |||||
Transaction costs | 5,920 | 5,920 | |||||
San Vicente Acquisition LLC [Member] | Trade Name [Member] | |||||||
Allocation of purchase price [Abstract] | |||||||
Net intangible assets acquired | 65,844 | 65,844 | |||||
San Vicente Acquisition LLC [Member] | Customer Relationships [Member] | |||||||
Allocation of purchase price [Abstract] | |||||||
Net intangible assets acquired | 94,874 | 94,874 | |||||
San Vicente Acquisition LLC [Member] | Technology [Member] | |||||||
Allocation of purchase price [Abstract] | |||||||
Net intangible assets acquired | $ 37,820 | $ 37,820 | |||||
San Vicente Acquisition LLC [Member] | Kunlun [Member] | |||||||
Business Combination [Abstract] | |||||||
Percentage of interest acquired | 1.41% | 1.41% | |||||
Purchase price adjustments | $ 60,298 | ||||||
Allocation of purchase price [Abstract] | |||||||
Deferred revenue | $ 4,906 | $ 4,906 |
Business Combination, Fair Valu
Business Combination, Fair Value of Intangible Assets (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Relationship [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Estimated useful life | 5 years | 5 years | |
Technology [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Estimated useful life | 3 years | 3 years | |
San Vicente Acquisition LLC [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Net intangible assets acquired | $ 198,538 | ||
Weighted average useful life | 4 years 4 months 24 days | ||
San Vicente Acquisition LLC [Member] | Trade Name [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Net intangible assets acquired | $ 65,844 | ||
San Vicente Acquisition LLC [Member] | Customer Relationship [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Net intangible assets acquired | $ 94,874 | ||
Estimated useful life | 5 years | ||
San Vicente Acquisition LLC [Member] | Technology [Member] | |||
Fair Value of Intangible Assets Acquired [Abstract] | |||
Net intangible assets acquired | $ 37,820 | ||
Estimated useful life | 3 years |
Business Combination, Pro-forma
Business Combination, Pro-forma Operating Results (FY) (Details) - San Vicente Acquisition LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Pro-forma Operating Results [Abstract] | ||
Revenue | $ 112,657 | $ 99,612 |
Net loss | $ (22,222) | $ (19,157) |
Loss per share - Basic (in dollars per share) | $ (0.22) | $ (0.19) |
Loss per share - Diluted (in dollars per share) | $ (0.22) | $ (0.19) |
Property and Equipment (FY) (De
Property and Equipment (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Jun. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | |
Property and Equipment [Abstract] | |||||
Property and equipment, gross | $ 3,575 | $ 3,306 | |||
Less: Accumulated depreciation | (1,201) | (440) | |||
Property and equipment | 2,374 | 2,866 | $ 2,134 | ||
Depreciation expense | $ 328 | 761 | 440 | $ 766 | |
Computer Equipment [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 588 | 339 | |||
Furniture and Fixtures [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | 346 | 326 | |||
Leasehold Improvements [Member] | |||||
Property and Equipment [Abstract] | |||||
Property and equipment, gross | $ 2,641 | $ 2,641 |
Goodwill and Intangibles, Goodw
Goodwill and Intangibles, Goodwill and Intangible Assets, Net (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 10, 2020 | Dec. 31, 2018 |
Goodwill and Intangible Assets, Net [Abstract] | |||||
Goodwill | $ 258,619 | $ 258,619 | $ 258,619 | $ 0 | $ 239,578 |
Intangible assets with long lives, net | 73,864 | 116,030 | |||
Intangible assets with indefinite lives | 65,844 | 65,844 | |||
Goodwill and intangible assets, net | $ 398,327 | $ 440,493 |
Goodwill and Intangibles, Goo_2
Goodwill and Intangibles, Goodwill (FY) (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 0 | $ 258,619 |
Goodwill arising from acquisition | 258,619 | 0 |
Goodwill | $ 258,619 | $ 258,619 |
Goodwill and Intangibles, Long-
Goodwill and Intangibles, Long-lived Intangible Assets (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-lived Intangible Assets [Abstract] | ||
Gross Carrying Value | $ 131,915 | $ 132,040 |
Accumulated Amortization | (58,051) | (16,010) |
Finite-Lived Intangible Assets, Net | 73,864 | 116,030 |
Customer Relationships [Member] | ||
Long-lived Intangible Assets [Abstract] | ||
Gross Carrying Value | 94,874 | 94,874 |
Accumulated Amortization | (38,700) | (9,017) |
Finite-Lived Intangible Assets, Net | $ 56,174 | $ 85,857 |
Weighted Average Useful Life | 5 years | 5 years |
Technology [Member] | ||
Long-lived Intangible Assets [Abstract] | ||
Gross Carrying Value | $ 37,041 | $ 37,166 |
Accumulated Amortization | (19,351) | (6,993) |
Finite-Lived Intangible Assets, Net | $ 17,690 | $ 30,173 |
Weighted Average Useful Life | 3 years | 3 years |
Goodwill and Intangibles, Weigh
Goodwill and Intangibles, Weighted Average Estimated Remaining Life for Intangible Asset (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted Average Estimated Remaining Life of Intangible Asset Classes [Abstract] | |||||
Intangible assets amortization expense | $ 9,900 | $ 16,010 | $ 42,041 | $ 26,292 | |
Customer Relationships [Member] | |||||
Weighted Average Estimated Remaining Life of Intangible Asset Classes [Abstract] | |||||
Weighted average estimated remaining life of intangible asset classes | 3 years 6 months | 4 years 6 months | |||
Technology [Member] | |||||
Weighted Average Estimated Remaining Life of Intangible Asset Classes [Abstract] | |||||
Weighted average estimated remaining life of intangible asset classes | 1 year 6 months | 2 years 6 months | |||
Intangible assets written off | $ 654 | $ 125 | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Depreciation and amortization | Depreciation and amortization |
Goodwill and Intangibles, Amort
Goodwill and Intangibles, Amortization of Long-lived Intangible Assets Estimated (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortization of Long-lived Intangible Assets Estimated [Abstract] | ||
2022 | $ 35,037 | |
2023 | 22,341 | |
2024 | 12,460 | |
2025 | 4,026 | |
Thereafter | 0 | |
Finite-Lived Intangible Assets, Net | $ 73,864 | $ 116,030 |
Capitalized Software Developm_3
Capitalized Software Development Costs (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Sep. 30, 2022 | |
Capitalized Software Development Costs [Abstract] | |||||
Capitalized software development costs | $ 438 | $ 3,724 | |||
Less: Accumulated amortization | (22) | (87) | |||
Capitalized software development costs, net | 416 | 3,637 | $ 6,916 | ||
Amortization expense for capitalized software development | $ 341 | 22 | 65 | $ 354 | |
Capitalized software development costs written off | $ 73 | $ 513 | $ 242 | $ 0 |
Income Tax, Net Income (Loss) B
Income Tax, Net Income (Loss) Before Income Tax (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax [Abstract] | ||||||||
United States | $ (2,729) | $ (12,917) | $ 6,265 | $ 10,147 | ||||
International | 0 | 0 | 35 | 0 | ||||
Net income (loss) before income tax | $ (1,189) | $ 2,355 | $ (2,729) | $ (12,917) | $ (616) | $ (1,647) | $ 6,300 | $ 10,147 |
Income Tax, Income Tax Provisio
Income Tax, Income Tax Provision (Benefit) (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Current Income Tax Provision (Benefit) [Abstract] | ||||||||
Federal | $ 760 | $ 1,461 | $ 4,828 | $ 341 | ||||
State | 193 | 521 | 711 | (73) | ||||
International | 0 | 0 | 9 | 0 | ||||
Total current tax provision (benefit): | 953 | 1,982 | 5,548 | 268 | ||||
Deferred Income Tax Provision (Benefit) [Abstract] | ||||||||
Federal | (1,304) | (3,552) | (4,436) | 2,170 | ||||
State | (264) | (388) | 124 | 3 | ||||
International | 0 | 0 | 0 | 0 | ||||
Total deferred tax provision (benefit): | (1,568) | (3,940) | $ (3,595) | $ (3,855) | (4,312) | 2,173 | ||
Total income tax provision (benefit) | $ 3,474 | $ 461 | $ (615) | $ (1,958) | $ 3,727 | $ (214) | $ 1,236 | $ 2,441 |
Income Tax, Deferred Tax Assets
Income Tax, Deferred Tax Assets and Liabilities (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets [Abstract] | ||
Accrued expenses | $ 474 | $ 393 |
Net operating losses | 4 | 10 |
General business credit | 300 | 421 |
Deferred rent | 47 | 0 |
Accrued compensation | 282 | 591 |
Deferred revenue | 0 | 204 |
Tax original issue discount | 491 | 663 |
Capitalized interest carryforward | 195 | 0 |
Gross deferred tax assets | 1,793 | 2,282 |
Less: Valuation allowance | 0 | (78) |
Total deferred tax assets | 1,793 | 2,204 |
Deferred Tax Liabilities [Abstract] | ||
Intangible assets | (22,551) | (27,291) |
Other | (154) | (137) |
Total gross deferred tax liabilities: | (22,705) | (27,428) |
Net deferred tax liabilities | $ (20,912) | $ (25,224) |
Income Tax, Tax Credit Carryfor
Income Tax, Tax Credit Carryforwards (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax [Abstract] | ||
Tax credits, state | $ 468 | $ 603 |
Income Tax, Effective Tax Rate
Income Tax, Effective Tax Rate on Income (Loss) Before Income Tax and Statutory Tax Rate (FY) (Details) | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax [Abstract] | |||||
Income tax provision at the federal statutory rate | 21% | 21% | 21% | 21% | 21% |
State taxes | 2.40% | (0.90%) | 9.60% | 1.40% | |
Equity compensation | (1.20%) | (0.80%) | 4.40% | 2.30% | |
Transaction costs | (0.70%) | (4.70%) | 0% | 0% | |
Foreign derived intangible income deduction | 9.80% | 2.10% | (11.00%) | (2.40%) | |
CARES Act | (6.50%) | 0% | 0% | 0% | |
Change in valuation allowance | 0% | (0.60%) | (1.20%) | 0% | |
Other items | (2.20%) | (0.90%) | (3.20%) | 1.80% | |
Total effective tax rate | 22.60% | 15.20% | 19.60% | 24.10% |
Income Tax, Unrecognized Tax Be
Income Tax, Unrecognized Tax Benefits (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at the beginning of the year | $ 149 | $ 171 | $ 232 | $ 128 |
Increase related to current year tax positions | 22 | 61 | 109 | 21 |
Balance at end of the year | $ 171 | $ 232 | $ 341 | $ 149 |
Tax years under examination | 2017 2018 2019 2020 2021 |
Other Current Assets (FY) (Deta
Other Current Assets (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Abstract] | |||
Income tax receivable | $ 3,274 | $ 0 | |
Other current assets | $ 1 | 34 | 16 |
Other current assets | $ 8,087 | $ 3,308 | $ 16 |
Promissory Note from a Member_4
Promissory Note from a Member (FY) (Details) - USD ($) $ in Thousands | Apr. 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | |||
Stock issued (in shares) | 5,387,194 | ||
Notes receivable related party maturity period | 10 years | ||
Promissory Note [Member] | |||
Debt Instruments [Abstract] | |||
Notes receivable related party | $ 30,000 | ||
Notes receivable related party interest rate | 10% | ||
Notes receivable related party outstanding | $ 30,481 | $ 32,038 |
Accrued Expenses and Other Cu_6
Accrued Expenses and Other Current Liabilities (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued repurchase of Series Y Preferred Units | $ 0 | $ 7,687 | |
Settlement payable of incentive units on 2016 Plan | $ 2,108 | 1,060 | 0 |
Settlement payable to a former director | 406 | 204 | 0 |
Income and other taxes payable | 2,710 | 664 | 1,428 |
Employee compensation and benefits | $ 477 | 320 | 1,460 |
Other accrued expenses | 1,291 | 468 | |
Accrued expenses and other current liabilities | $ 3,539 | $ 11,043 |
Debt, Total Debt (FY) (Details)
Debt, Total Debt (FY) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-Term Debt [Abstract] | |||
Current | $ 5,040 | $ 3,840 | $ 56,266 |
Non-current | 189,663 | 133,279 | 137,667 |
Total debt | 137,119 | 193,933 | |
Credit Agreement [Member] | |||
Long-Term Debt [Abstract] | |||
Current | 5,040 | 3,840 | 55,522 |
Non-current | 192,900 | 136,320 | 140,160 |
Debt, gross | 197,940 | 140,160 | 195,682 |
Less: unamortized debt issuance costs | (3,237) | (3,041) | (3,261) |
Total debt | $ 194,703 | 137,119 | 192,421 |
Paycheck Protection Program Loan [Member] | |||
Long-Term Debt [Abstract] | |||
Current | 0 | 744 | |
Non-current | 0 | 768 | |
Total debt | $ 0 | $ 1,512 |
Debt, Credit Agreement (FY) (De
Debt, Credit Agreement (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 13, 2022 | Nov. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Credit Agreement [Abstract] | ||||||||
Debt issuance costs paid | $ 0 | $ 3,825 | $ 955 | $ 960 | $ 960 | $ 0 | ||
Credit Agreement [Member] | ||||||||
Credit Agreement [Abstract] | ||||||||
Borrowings | $ 192,000 | |||||||
Debt issuance costs paid | $ 955 | 3,825 | $ 960 | |||||
Percentage of mandatory repayments on principal amount | 0.50% | 0.50% | ||||||
Mandatory prepayment amount | $ 740 | $ 0 | ||||||
Effective interest rate percentage | 9.50% | 10.30% | 9.50% | |||||
Premium percentage on principal repayment | 10% | 10% | ||||||
Premium amount on principal repayment | $ 4,800 | $ 4,800 | ||||||
Premium accrued | $ 1,118 | |||||||
Premium amount | $ 3,682 | $ 0 | ||||||
Additional percentage of default interest rate in an event of default | 2% | 2% | ||||||
Period considered for additional premium after inception | 24 months | 24 months | ||||||
Maximum leverage ratio for next three months | 4.75 | |||||||
Maximum leverage ratio after three months | 3.25 | |||||||
Estimated fair value | 200,640 | $ 189,746 | $ 142,963 | |||||
Maturities of the Credit Agreement [Abstract] | ||||||||
2022 | 3,840 | |||||||
2023 | 3,840 | |||||||
2024 | 3,840 | |||||||
2025 | 128,640 | |||||||
Thereafter | 0 | |||||||
Debt, gross | 195,682 | $ 197,940 | 140,160 | |||||
Credit Agreement [Member] | Interest Income (Expense), Net [Member] | ||||||||
Credit Agreement [Abstract] | ||||||||
Premium accrued | $ 3,682 | 1,118 | ||||||
Credit Agreement [Member] | On or Before November 30, 2021 [Member] | ||||||||
Credit Agreement [Abstract] | ||||||||
Principal repayment, required amount | $ 48,000 | $ 48,000 | ||||||
Credit Agreement [Member] | Index Rate [Member] | ||||||||
Credit Agreement [Abstract] | ||||||||
Debt instrument variable rate percentage | 7% | 7% | ||||||
Credit Agreement [Member] | LIBOR [Member] | ||||||||
Credit Agreement [Abstract] | ||||||||
Debt instrument variable rate percentage | 8% | 8% |
Debt, Paycheck Protection Progr
Debt, Paycheck Protection Program Loan (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Apr. 24, 2020 | Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Paycheck Protection Program Loan [Abstract] | |||||
Loan amount received | $ 1,514 | $ 0 | $ 0 | $ 0 | |
Paycheck Protection Program Loan [Member] | |||||
Paycheck Protection Program Loan [Abstract] | |||||
Loan amount received | $ 1,512 | ||||
Interest rate percentage | 1% | ||||
Term of loan | 2 years | ||||
Principal forgiven | $ 1,512 | ||||
Accrued interest forgiven | $ 23 |
Commitments and Contingencies,
Commitments and Contingencies, Operating Leases (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Operating Leases [Abstract] | ||||
Rent expense | $ 634 | $ 731 | $ 1,209 | $ 1,508 |
Sublease expiration date | Oct. 31, 2023 | |||
Sublease expiration date, option to extend | Apr. 29, 2026 | |||
Sublease income | $ 119 | $ 656 | ||
Future Minimum Lease Commitments [Abstract] | ||||
2022 | 1,508 | |||
2023 | 1,696 | |||
2024 | 1,746 | |||
2025 | 1,799 | |||
Thereafter | 605 | |||
Future minimum lease commitments | $ 7,354 |
Commitments and Contingencies_5
Commitments and Contingencies, Purchase Commitments (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2018 | |
Commitments and Contingencies [Abstract] | |||||
Purchase commitment | $ 3,100 | ||||
Minimum purchase commitment | $ 0 | ||||
Purchases made | $ 1,353 | $ 1,990 | $ 4,809 |
Commitments and Contingencies_6
Commitments and Contingencies, Litigation (FY) (Details) kr in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 NOK (kr) | Sep. 30, 2021 Claim | Mar. 31, 2021 Claim | Jan. 31, 2021 NOK (kr) | Nov. 30, 2020 USD ($) | Jan. 31, 2020 Plaintiff | Sep. 30, 2022 | Dec. 31, 2021 | |
Litigation [Abstract] | ||||||||||
Litigation settlement expense | $ | $ 11,000 | |||||||||
Maximum period to file for certification | 90 days | 90 days | ||||||||
Datatilsynet [Member] | ||||||||||
Litigation [Abstract] | ||||||||||
Number of complaints submitted | Plaintiff | 3 | |||||||||
Amount of administrative fine imposed | $ 9,300 | $ 11,349 | kr 100,000 | |||||||
Number of additional complaints filed | Claim | 1 | 1 | ||||||||
Reduced to administrative fine imposed | $ 6,045 | $ 7,375 | kr 65,000 |
Employee Benefit Plan (FY) (Det
Employee Benefit Plan (FY) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
401(k) Retirement Plan [Member] | ||||
Employee Benefit Plans [Abstract] | ||||
Matching contributions | $ 406 | $ 559 | $ 967 | $ 528 |
Members' Equity (FY) (Details)
Members' Equity (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Jun. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | |
Predecessor Common Stock [Abstract] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | |||||
Common stock, shares issued (in shares) | 101,484,772 | 105,180,224 | 101,421,320 | 111,107,688 | 110,867,483 | |
Common stock, shares outstanding (in shares) | 105,180,224 | 101,421,320 | 111,107,688 | 110,867,483 | ||
Common stock repurchased, value | $ 7,553 | |||||
Common stock issued upon vesting of restricted stock awards (in shares) | 63,452 | 1,421,320 | ||||
Kunlun [Member] | ||||||
Predecessor Common Stock [Abstract] | ||||||
Common stock repurchased (in shares) | 2,027,916 | |||||
Common stock repurchased, value | $ 14,000 | |||||
Proceeds from related party as part of rescission agreement | $ 14,000 |
Unit and Stock-based Compensa_3
Unit and Stock-based Compensation, 2020 Plan (FY) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 10, 2020 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Aug. 31, 2020 $ / shares shares | Jun. 10, 2020 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) qtr $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Aug. 13, 2020 shares | ||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Unit-based compensation expense | $ | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 | |||||||||
2020 Plan [Member] | Series Y Preferred Units [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Number of shares authorized for issuance (in shares) | shares | 1,522,843 | ||||||||||||||||
Number of shares available for grant (in shares) | shares | 1,522,843 | 1,522,843 | 1,522,843 | ||||||||||||||
2020 Plan [Member] | Series X Ordinary Units [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Number of shares authorized for issuance (in shares) | shares | 6,522,685 | ||||||||||||||||
Number of shares available for grant (in shares) | shares | 3,998,480 | 2,780,223 | 3,998,480 | ||||||||||||||
2020 Plan [Member] | Unit Options [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Award remaining vesting period | qtr | 12 | ||||||||||||||||
Unit-based compensation expense | $ | $ 414 | $ 1,269 | |||||||||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||||||||||
Expected life of units (in years) | [1] | 4 years 7 months 9 days | |||||||||||||||
Expected unit price volatility | [2] | 48.20% | |||||||||||||||
Expected dividend yield | 0% | [3] | 0% | [4] | 0% | [4] | 0% | [3] | |||||||||
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 1.8 | $ 2.51 | |||||||||||||||
Fair value per common unit (in dollars per share) | $ 4.5 | $ 4.5 | |||||||||||||||
Number of Options [Roll Forward] | |||||||||||||||||
Outstanding, beginning balance (in shares) | shares | 0 | 0 | 3,442,397 | 2,524,205 | 2,524,205 | ||||||||||||
Granted (in shares) | shares | 2,708,025 | 867,050 | 1,416,800 | ||||||||||||||
Exercised (in shares) | shares | (240,205) | (300,065) | |||||||||||||||
Forfeited (in shares) | shares | (183,820) | (886,519) | (198,543) | ||||||||||||||
Outstanding, ending balance (in shares) | shares | 0 | 3,182,723 | 0 | 2,524,205 | 3,182,723 | 3,442,397 | 2,524,205 | ||||||||||
Weighted Average Exercise Price [Abstract] | |||||||||||||||||
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 0 | $ 4.97 | $ 4.5 | $ 4.5 | ||||||||||||
Granted (in dollars per share) | 4.5 | 10.37 | 5.66 | ||||||||||||||
Exercised (in dollars per share) | 4.73 | 4.5 | |||||||||||||||
Forfeited (in dollars per share) | 4.5 | 4.63 | 4.58 | ||||||||||||||
Outstanding, ending balance (in dollars per share) | $ 0 | $ 6.56 | $ 0 | $ 4.5 | $ 6.56 | $ 4.97 | $ 4.5 | ||||||||||
Weighted average remaining contractual life | 6 years 1 month 6 days | 6 years 7 months 6 days | |||||||||||||||
Aggregate intrinsic value | $ | $ 680 | $ 3,159 | $ 680 | ||||||||||||||
Exercisable, number of options (in shares) | shares | 0 | 510,686 | 0 | ||||||||||||||
Exercisable, weighted average exercise price (in dollars per share) | $ 0 | $ 4.52 | $ 0 | ||||||||||||||
Exercisable, weighted average remaining contractual life | 5 years 8 months 12 days | ||||||||||||||||
Exercisable, aggregate intrinsic value | $ | $ 0 | $ 699 | $ 0 | ||||||||||||||
Intrinsic value of options exercised | $ | 417 | ||||||||||||||||
Unrecognized compensation expense | $ | $ 6,088 | ||||||||||||||||
Weighted-average recognition period | 3 years | ||||||||||||||||
2020 Plan [Member] | Unit Options [Member] | Tranche One [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Award vesting percentage | 25% | ||||||||||||||||
2020 Plan [Member] | Unit Options [Member] | Minimum [Member] | |||||||||||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||||||||||
Expected life of units (in years) | [1] | 4 years 6 months 25 days | 4 years 6 months 18 days | 4 years 6 months 18 days | |||||||||||||
Expected unit price volatility | 56.39% | [5] | 48.20% | [5] | 48.20% | [2] | |||||||||||
Risk free interest rate | 0.42% | [6] | 1.37% | [7] | 0.32% | [7] | 0.32% | [6] | |||||||||
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 2.75 | $ 1.8 | |||||||||||||||
Fair value per common unit (in dollars per share) | 5.89 | $ 4.5 | $ 5.89 | $ 4.5 | $ 4.5 | ||||||||||||
2020 Plan [Member] | Unit Options [Member] | Maximum [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Award term | 7 years | ||||||||||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | |||||||||||||||||
Expected life of units (in years) | [1] | 4 years 7 months 9 days | 4 years 7 months 9 days | 4 years 7 months 9 days | |||||||||||||
Expected unit price volatility | 60.87% | [5] | 56.46% | [5] | 56.46% | [2] | |||||||||||
Risk free interest rate | 0.56% | [6] | 3.05% | [7] | 0.78% | [7] | 0.98% | [6] | |||||||||
Weighted average grant-date fair value per unit of unit options granted (in dollars per share) | $ 5.81 | $ 2.17 | |||||||||||||||
Fair value per common unit (in dollars per share) | $ 11.13 | $ 4.98 | $ 11.13 | $ 4.98 | $ 5.89 | ||||||||||||
2020 Plan [Member] | Restricted Units [Member] | Series Y Preferred Units [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Number of shares authorized for issuance (in shares) | shares | 1,522,843 | ||||||||||||||||
Unit-based compensation expense | $ | $ 192 | ||||||||||||||||
Weighted Average Exercise Price [Abstract] | |||||||||||||||||
Additional unit-based compensation expense | $ | 133 | ||||||||||||||||
Accrued expenses and other current liabilities | $ | $ 7,687 | $ 7,687 | |||||||||||||||
2020 Plan [Member] | Restricted Units [Member] | Series Y Preferred Units [Member] | Tranche One [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Award vesting percentage | 97.50% | ||||||||||||||||
2020 Plan [Member] | Restricted Units [Member] | Series Y Preferred Units [Member] | Tranche Two [Member] | |||||||||||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||||||||||
Award vesting percentage | 2.50% | ||||||||||||||||
[1]The expected term for award is determined using the simplified method, which estimates the expected term using the contractual life of the option and the vesting period.[2]Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards[3]The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future[4]Prior to June 10, 2022, the Company has not historically paid cash dividends on its common units. On June 10, 2022, the Company’s Board of Managers approved a special distribution as described in Note 9, and does not expect to pay any normal course cash dividends on its common units in the foreseeable future.[5]Expected volatility is based on historical volatilities of a publicly traded per group over a period equivalent to the expected term of the awards.[6]The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards[7]The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards. |
Unit and Stock-based Compensa_4
Unit and Stock-based Compensation, San Vicente Equity Joint Venture LLC (SVE) Series P Profit Units (FY) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2022 $ / shares shares | Jun. 30, 2022 | May 09, 2022 | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 10, 2020 USD ($) PerformanceObligation $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | ||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Unit-based compensation expense | $ | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 | ||||||||
Performance Shares [Member] | Series P Profit Units [Member] | ||||||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||||||
Units issued (in shares) | shares | 5,065,855 | |||||||||||||||
Number of performance-based vesting targets | PerformanceObligation | 4 | |||||||||||||||
Units granted in EBITDA level (in shares) | shares | 1,013,171 | |||||||||||||||
EBITDA target percentage for catch-up vesting for prior year | 125% | |||||||||||||||
EBITDA target percentage for catch-up vesting for current year | 100% | |||||||||||||||
Key Input Assumptions Used in the Black-Scholes Option-Pricing Model [Abstract] | ||||||||||||||||
Expected life of units (in years) | [1] | 5 years | 3 years | |||||||||||||
Expected unit price volatility | [2] | 52% | 70% | |||||||||||||
Risk free interest rate | [3] | 0.30% | 0.40% | |||||||||||||
Expected dividend yield | [4] | 0% | 0% | |||||||||||||
Weighted average grant-date fair value per SVE series P unit for each SVE Series P unit granted (in dollars per share) | $ 2 | $ 2.42 | ||||||||||||||
Fair value per common unit of SVE (in dollars per share) | $ 4.5 | $ 4.98 | ||||||||||||||
Number of Units [Forward] | ||||||||||||||||
Beginning balance (in shares) | shares | 0 | 4,306,636 | 3,893,572 | 3,893,572 | ||||||||||||
Granted (in shares) | shares | 4,052,684 | 0 | 0 | 1,013,171 | ||||||||||||
Vested (in shares) | shares | (159,112) | (3,293,464) | (600,107) | |||||||||||||
Ending balance (in shares) | shares | 1,013,172 | 1,013,172 | 0 | 3,893,572 | 1,013,172 | 4,306,636 | ||||||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Beginning balance (in dollars per share) | $ 0 | $ 2.07 | [5] | $ 2 | $ 2 | |||||||||||
Granted (in dollars per share) | 2 | 2.42 | ||||||||||||||
Vested (in dollars per share) | 2 | 5.36 | [5] | 2.22 | ||||||||||||
Ending balance (in dollars per share) | $ 7.32 | [5] | $ 7.32 | [5] | $ 0 | $ 2 | 7.32 | [5] | $ 2.07 | [5] | ||||||
Fair value of units issued | $ | $ 716 | $ 2,700 | ||||||||||||||
Unit-based compensation expense | $ | $ 318 | 1,333 | ||||||||||||||
Unrecognized compensation expense | $ | $ 8,906 | |||||||||||||||
Unrecognized compensation expense expected to be recognized over weighted average period | 2 years | |||||||||||||||
Performance Shares [Member] | Series P Profit Units [Member] | Tranche One [Member] | ||||||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||||||
Award vesting percentage | 40% | 20% | ||||||||||||||
Performance Shares [Member] | Series P Profit Units [Member] | Tranche Two [Member] | ||||||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||||||
Award vesting percentage | 20% | 20% | 20% | |||||||||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||||||
Ending balance (in dollars per share) | $ 7.32 | $ 7.32 | $ 7.32 | |||||||||||||
Performance Shares [Member] | Series P Profit Units [Member] | Tranche Three [Member] | ||||||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||||||
Award vesting percentage | 30% | |||||||||||||||
Performance Shares [Member] | Series P Profit Units [Member] | Tranche Four [Member] | ||||||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||||||
Award vesting percentage | 30% | |||||||||||||||
[1]The expected term for award is estimated in consideration of the time period expected to achieve the performance condition, the contractual term of the award, and estimates of future exercise behavior.[2]Expected volatility is based on historical volatilities of a publicly traded peer group over a period equivalent to the expected term of the awards[3]The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards[4]The Successor has not historically and does not expect to pay any cash dividends on its common units in the foreseeable future[5]The weighted average fair value for unvested Series P units at December 31, 2021 is based on the grant date fair value. The weighted average fair value of the vested Series P units in 2022 and the unvested Series P units at September 30, 2022 considered the remeasured fair value of Series P upon modification (discussed below). |
Unit and Stock-based Compensa_5
Unit and Stock-based Compensation, 2018 Plan (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2020 | Aug. 31, 2019 | Feb. 12, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Feb. 11, 2019 | |
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Stock-based compensation | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 | ||||
Selling, General and Administrative Expenses [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Stock-based compensation | 9,435 | 593 | 280 | 846 | 22,870 | 1,623 | 2,217 | 4,636 | ||||
Product Development Expenses [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Stock-based compensation | $ 251 | $ 71 | $ 63 | $ 70 | $ 483 | $ 183 | $ 268 | $ 2,144 | ||||
2018 Plan [Member] | Restricted Stock Awards [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Number of shares authorized for issuance (in shares) | 1,552,843 | 1,522,843 | ||||||||||
Shares [Roll Forward] | ||||||||||||
Beginning balance (in shares) | 101,523 | 0 | 0 | |||||||||
Granted (in shares) | 1,522,843 | |||||||||||
Vested (in shares) | (63,452) | (1,421,320) | ||||||||||
Cancelled (in shares) | (38,071) | |||||||||||
Ending balance (in shares) | 0 | 101,523 | ||||||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||||
Beginning balance (in dollars per share) | $ 0 | |||||||||||
Granted (in dollars per share) | 4.41 | |||||||||||
Vested (in dollars per share) | $ 4.41 | $ 4.41 | ||||||||||
Cancelled (in dollars per share) | $ 4.41 | |||||||||||
2018 Plan [Member] | Restricted Stock Awards [Member] | Tranche One [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Award vesting percentage | 70% | |||||||||||
2018 Plan [Member] | Restricted Stock Awards [Member] | Tranche Two [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Award vesting percentage | 20% | |||||||||||
2018 Plan [Member] | Restricted Stock Awards [Member] | Tranche Three [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Award vesting percentage | 10% | |||||||||||
2018 Plan [Member] | Restricted Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Stock-based compensation | $ 126 | $ 4,289 | ||||||||||
2018 Plan [Member] | Restricted Stock Awards [Member] | Product Development Expenses [Member] | ||||||||||||
Unit and Stock-based Compensation [Abstract] | ||||||||||||
Stock-based compensation | $ 63 | $ 2,144 |
Unit and Stock-based Compensa_6
Unit and Stock-based Compensation, 2016 Plan (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Mar. 31, 2016 | |
Weighted Average Grant Date Price [Abstract] | |||||||||
Unit-based compensation expenses | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 | |
Selling, General and Administrative Expenses [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Unit-based compensation expenses | 9,435 | 593 | 280 | 846 | 22,870 | 1,623 | 2,217 | 4,636 | |
Product Development Expenses [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Unit-based compensation expenses | $ 251 | $ 71 | $ 63 | $ 70 | $ 483 | $ 183 | $ 268 | $ 2,144 | |
2016 Plan [Member] | Incentive Units [Member] | |||||||||
Unit and Stock-based Compensation [Abstract] | |||||||||
Number of incentive units authorized for grants (in shares) | 18,231,111 | ||||||||
Number of incentive units issued (in shares) | 0 | 0 | |||||||
Award term | 10 years | ||||||||
Shares [Roll Forward] | |||||||||
Beginning balance (in shares) | 2,048,689 | 0 | 2,108,939 | ||||||
Forfeited (in shares) | (60,250) | ||||||||
Settled (in shares) | (2,048,689) | ||||||||
Ending balance (in shares) | 0 | 2,048,689 | |||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Beginning balance (in dollars per share) | $ 0.68 | ||||||||
Forfeited (in dollars per share) | $ 0.68 | ||||||||
Settled (in dollars per share) | $ 0.68 | ||||||||
Unit-based compensation expenses | $ 5,453 | ||||||||
2016 Plan [Member] | Incentive Units [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Employee related payables | $ 1,060 | ||||||||
2016 Plan [Member] | Incentive Units [Member] | Other Non-current Liabilities [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Employee related payables | $ 2,369 | $ 1,875 | |||||||
2016 Plan [Member] | Incentive Units [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Unit-based compensation expenses | 3,162 | ||||||||
2016 Plan [Member] | Incentive Units [Member] | Product Development Expenses [Member] | |||||||||
Weighted Average Grant Date Price [Abstract] | |||||||||
Unit-based compensation expenses | $ 2,291 |
Unit and Stock-based Compensa_7
Unit and Stock-based Compensation, Equity Compensation to a Former Director (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 10, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Aug. 31, 2018 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Service-based vesting requirements, vesting period | 4 years | |||||||||
Unit-based compensation expenses | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 | ||
Selling, General and Administrative Expense [Member] | ||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Unit-based compensation expenses | $ 9,435 | $ 593 | $ 280 | 846 | $ 22,870 | $ 1,623 | $ 2,217 | 4,636 | ||
Director [Member] | ||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Option to purchase maximum number of common stock (in shares) | 500,000 | |||||||||
Common stock exercise price per share (in dollars per share) | $ 3.67 | |||||||||
Service-based vesting requirements, vesting period | 3 years | |||||||||
Option to purchase common stock, expiry period | 10 years | |||||||||
Agreement to purchase common stock, canceled (in shares) | 500,000 | 500,000 | ||||||||
Amount paid towards termination of agreement | $ 30 | |||||||||
Director [Member] | Accrued Expenses and Other Current Liabilities [Member] | ||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Employee-related Liabilities | $ 204 | |||||||||
Director [Member] | Other Non-current Liabilities [Member] | ||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Employee-related Liabilities | $ 483 | $ 361 | ||||||||
Director [Member] | Selling, General and Administrative Expense [Member] | ||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||||
Unit-based compensation expenses | $ 154 | $ 347 |
Unit and Stock-based Compensa_8
Unit and Stock-based Compensation, Stock-based and Unit-based Compensation Information (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | $ 9,686 | $ 664 | $ 343 | $ 916 | $ 23,353 | $ 1,806 | $ 2,485 | $ 6,780 |
Unit-based compensation expense capitalized | 54 | 32 | 0 | 8 | 108 | 78 | 117 | 0 |
Selling, General and Administrative Expenses [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | 9,435 | 593 | 280 | 846 | 22,870 | 1,623 | 2,217 | 4,636 |
Product Development Expenses [Member] | ||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Abstract] | ||||||||
Unit-based compensation expenses | $ 251 | $ 71 | $ 63 | $ 70 | $ 483 | $ 183 | $ 268 | $ 2,144 |
Net Income (Loss) Per Share (_3
Net Income (Loss) Per Share (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 10, 2020 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Numerator [Abstract] | ||||||||||||
Net income (loss) and comprehensive income (loss) | $ (4,663) | $ (4,309) | $ 4,629 | $ 1,894 | $ 1,794 | $ (5,121) | $ (2,114) | $ (10,959) | $ (4,343) | $ (1,433) | $ 5,064 | $ 7,706 |
Denominator [Abstract] | ||||||||||||
Basic weighted average shares/units of ordinary units/common stock outstanding (in shares) | 111,098,038 | 110,611,462 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,922,180 | 100,471,506 | ||||
Diluted effect of unit/stock-based awards (in shares) | 0 | 14,756 | 0 | 0 | 0 | 0 | 40,156 | 71,361 | ||||
Diluted weighted average units/shares of ordinary units/common stock outstanding (in shares) | 111,098,038 | 110,626,218 | 101,449,521 | 101,875,967 | 110,984,923 | 108,293,197 | 108,962,336 | 100,542,867 | ||||
Basic net income (loss) per units/share (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Diluted (in dollars per share) | $ (0.04) | $ 0.02 | $ (0.02) | $ (0.11) | $ (0.04) | $ (0.01) | $ 0.05 | $ 0.08 | ||||
Unit Options Issued Under 2020 Plan [Member] | ||||||||||||
Shares Excluded from Computation of Diluted Net Income (Loss) and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 996,487 | 332,300 | 0 | 2,524,206 | 1,630,226 | 345,733 | 1,255,800 | 0 | ||||
Director's Options [Member] | ||||||||||||
Shares Excluded from Computation of Diluted Net Income (Loss) and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 500,000 | 0 | 0 | 0 | ||||||||
RSAs Issued Under 2018 Plan [Member] | ||||||||||||
Shares Excluded from Computation of Diluted Net Income (Loss) and Comprehensive Income (Loss) [Abstract] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 38,071 | 0 | 0 | 0 |
Related Parties (FY) (Details)
Related Parties (FY) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 12, 2019 USD ($) Officer Employee | May 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Individual | Sep. 30, 2021 USD ($) Individual | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) Individual | Sep. 30, 2021 USD ($) Individual | Dec. 31, 2021 USD ($) Individual | Jan. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Related Party Transaction [Abstract] | ||||||||||
Advisor fees and out-of-pocket expenses | $ 175 | $ 262 | $ 389 | $ 606 | $ 644 | $ 913 | ||||
Number of individuals | Individual | 2 | 2 | 2 | 2 | 2 | |||||
Receivables from related parties | 10 | $ 0 | ||||||||
2018 Plan [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Number of former employees | Employee | 3 | |||||||||
Number of officers | Officer | 3 | |||||||||
Aggregate principal amount | $ 2,174 | |||||||||
Interest rate on promissory note | 2.63% | |||||||||
Principal plus interest of these promissory notes total Paid | $ 2,248 | |||||||||
San Vicente Acquisition LLC [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Receivables from related parties | $ 10 | $ 0 | ||||||||
Kunlun [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Aggregate principal amount | $ 14,000 | |||||||||
Interest rate on promissory note | 2% | |||||||||
Principal plus interest of these promissory notes total Paid | $ 14,000 | |||||||||
Amount payable | $ 87 | |||||||||
Accrued interest amount | $ 0 | |||||||||
Interest received | $ 81 |
Subsequent Events (FY) (Details
Subsequent Events (FY) (Details) - Subsequent Event [Member] $ in Thousands | Apr. 15, 2022 USD ($) |
Subsequent Events [Abstract] | |
Advisory Fee Payable | $ 1,500 |
Groove [Member] | San Vicente Acquisition LLC [Member] | President [Member] | |
Subsequent Events [Abstract] | |
Ownership percentage | 50% |