Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39714 | |
Entity Registrant Name | Grindr Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-1079067 | |
Entity Address, Address Line One | PO Box 69176 | |
Entity Address, Address Line Two | 750 N. San Vincente Blvd., Suite RE 1400 | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 310 | |
Local Phone Number | 776-6680 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 173,844,998 | |
Entity Central Index Key | 0001820144 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | GRND | |
Security Exchange Name | NYSE | |
Public and Private Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | GRND.WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 33,837 | $ 8,725 |
Accounts receivable, net of allowance of $542 and $336, respectively | 28,548 | 22,435 |
Prepaid expenses | 7,995 | 7,622 |
Deferred charges | 3,448 | 3,652 |
Other current assets | 544 | 750 |
Total current assets | 74,372 | 43,184 |
Restricted cash | 1,392 | 1,392 |
Property and equipment, net | 1,858 | 2,021 |
Capitalized software development costs, net | 8,448 | 7,385 |
Intangible assets, net | 97,239 | 104,544 |
Goodwill | 275,703 | 275,703 |
Right of use assets | 4,255 | 4,535 |
Other assets | 93 | 64 |
Total assets | 463,360 | 438,828 |
Current liabilities | ||
Accounts payable | 6,029 | 5,435 |
Accrued expenses and other current liabilities | 37,635 | 15,681 |
Current maturities of long-term debt, net | 23,053 | 22,152 |
Deferred revenue | 17,832 | 18,586 |
Total current liabilities | 84,549 | 61,854 |
Long-term debt, net | 337,024 | 338,476 |
Warrant liability | 33,250 | 17,933 |
Lease liability | 3,327 | 3,658 |
Deferred tax liability | 10,254 | 12,528 |
Other non-current liabilities | 596 | 327 |
Total liabilities | 469,000 | 434,776 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ Equity | ||
Preferred stock, par value $0.0001; 100,000,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 173,820,837 and 173,524,360 shares issued; 173,842,712 and 173,524,360 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 17 | 17 |
Additional paid-in capital | 32,285 | 9,078 |
Accumulated deficit | (37,942) | (5,043) |
Total stockholders’ equity | (5,640) | 4,052 |
Total liabilities and stockholders’ equity | $ 463,360 | $ 438,828 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (PARENTHETICAL) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 336 | $ 542 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 173,820,837 | 173,842,712 |
Common stock, shares outstanding (in shares) | 173,524,360 | 173,524,360 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 55,809 | $ 43,530 |
Operating costs and expenses | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 14,815 | 11,701 |
Selling, general and administrative expense | 18,945 | 10,378 |
Product development expense | 5,506 | 3,647 |
Depreciation and amortization | 7,952 | 9,026 |
Total operating costs and expenses | 47,218 | 34,752 |
Income from operations | 8,591 | 8,778 |
Other expense | ||
Interest expense, net | (10,793) | (2,956) |
Other income (expense), net | 123 | (68) |
Change in fair value of warrant liability | (15,317) | 0 |
Total other expense | (25,987) | (3,024) |
Net (loss) income before income tax | (17,396) | 5,754 |
Income tax provision | 15,503 | 1,253 |
Net (loss) income | (32,899) | 4,501 |
Comprehensive income (loss) | $ (32,899) | $ 4,501 |
Net (loss) income per share: | ||
Basic (in USD per share) | $ (0.19) | $ 0.03 |
Diluted (in USD per share) | $ (0.19) | $ 0.03 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 173,599,925 | 155,566,232 |
Diluted (in shares) | 173,599,925 | 156,256,720 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Previously Reported | Retroactive application of recapitalization | Preferred Stock | Preferred Stock Previously Reported | Common Stock | Common Stock Series Y Preferred Units | Common Stock Series X, Ordinary Units | Common Stock Previously Reported | Common Stock Previously Reported Series Y Preferred Units | Common Stock Previously Reported Series X, Ordinary Units | Common Stock Retroactive application of recapitalization | Common Stock Retroactive application of recapitalization Series X, Ordinary Units | Additional paid-in capital | Additional paid-in capital Previously Reported | Additional paid-in capital Retroactive application of recapitalization | Accumulated deficit | Accumulated deficit Previously Reported |
Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||
Common Stock, Beginning Balance (in shares) at Dec. 31, 2021 | 155,541,074 | 0 | 0 | 0 | 0 | 110,867,483 | 155,541,074 | (110,867,483) | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 263,237 | $ 263,237 | $ 0 | $ 0 | $ 0 | $ 16 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 | $ 16 | $ (1) | $ 269,116 | $ 269,131 | $ (15) | $ (5,895) | $ (5,895) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | 4,501 | 4,501 | ||||||||||||||||
Interest on the promissory note to a member | (741) | (741) | ||||||||||||||||
Related party unit-based compensation | 349 | 349 | ||||||||||||||||
Stock-based compensation | 414 | 414 | ||||||||||||||||
Exercise of stock options (in shares) | 37,086 | |||||||||||||||||
Exercise of stock options | 119 | 119 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Mar. 31, 2022 | 155,578,160 | 0 | 0 | |||||||||||||||
Ending balance at Mar. 31, 2022 | $ 267,879 | $ 0 | $ 16 | $ 0 | $ 0 | 269,257 | (1,394) | |||||||||||
Preferred Stock, Beginning Balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||||||
Common Stock, Beginning Balance (in shares) at Dec. 31, 2022 | 173,524,360 | 173,524,360 | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 4,052 | $ 0 | $ 17 | 9,078 | (5,043) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (32,899) | (32,899) | ||||||||||||||||
Interest on the promissory note to a member | (282) | (282) | ||||||||||||||||
Repayment of promissory note to a member | 18,833 | 18,833 | ||||||||||||||||
Payment of interest on promissory note to a member | 520 | 520 | ||||||||||||||||
Stock-based compensation | $ 3,126 | 3,126 | ||||||||||||||||
Vested restricted stock units (in shares) | 21,875 | |||||||||||||||||
Exercise of stock options (in shares) | 296,477 | |||||||||||||||||
Exercise of stock options | $ 1,010 | 1,010 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Mar. 31, 2023 | 0 | 0 | ||||||||||||||||
Common Stock, Ending Balance (in shares) at Mar. 31, 2023 | 173,524,360 | 173,842,712 | ||||||||||||||||
Ending balance at Mar. 31, 2023 | $ (5,640) | $ 0 | $ 17 | $ 32,285 | $ (37,942) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) | Mar. 31, 2023 $ / shares |
Preferred stock, par value (in USD per share) | $ 0.0001 |
Common stock, par value (in USD per share) | 0.0001 |
Preferred Stock | |
Preferred stock, par value (in USD per share) | 0.0001 |
Common Stock | |
Common stock, par value (in USD per share) | 0.0001 |
Common Stock | Series Y Preferred Units | |
Common stock, par value (in USD per share) | 0.00001 |
Common Stock | Series X, Ordinary Units | |
Common stock, par value (in USD per share) | $ 0.00001 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net (loss) income | $ (32,899,000) | $ 4,501,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Share-based compensation | 3,341,000 | 734,000 |
Change in fair value of Warrant liability | 15,317,000 | 0 |
Amortization of debt issuance costs | 512,000 | 228,000 |
Interest income on promissory note from member | (282,000) | (741,000) |
Depreciation and amortization | 7,952,000 | 9,026,000 |
Provision for expected credit losses/doubtful accounts | 206,000 | 49,000 |
Deferred income taxes | (2,274,000) | (1,285,000) |
Non-cash lease expense | 280,000 | 253,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,319,000) | 754,000 |
Prepaid expenses and deferred charges | (169,000) | (1,142,000) |
Other current assets | 206,000 | 954,000 |
Other assets | (29,000) | 20,000 |
Accounts payable | 1,790,000 | 388,000 |
Accrued expenses and other current liabilities | 21,954,000 | 1,645,000 |
Deferred revenue | (754,000) | (456,000) |
Lease liability | (331,000) | (1,055,000) |
Other liabilities | 0 | 89,000 |
Net cash provided by operating activities | 8,501,000 | 13,962,000 |
Investing activities | ||
Purchase of property and equipment | (32,000) | (103,000) |
Additions to capitalized software | (1,461,000) | (1,012,000) |
Net cash used in investing activities | (1,493,000) | (1,115,000) |
Financing activities | ||
Transaction costs paid in connection with the Business Combination | (1,196,000) | 0 |
Proceeds from the repayment of promissory note to a member including interest | 19,353,000 | 0 |
Proceeds from exercise of stock options | 1,010,000 | 119,000 |
Principal payment on debt | (1,063,000) | (960,000) |
Net cash provided by (used in) financing activities | 18,104,000 | (841,000) |
Net increase in cash, cash equivalents and restricted cash | 25,112,000 | 12,006,000 |
Cash, cash equivalents and restricted cash, beginning of the period | 10,117,000 | 17,170,000 |
Cash, cash equivalents and restricted cash, end of the period | 35,229,000 | 29,176,000 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 33,837,000 | 27,784,000 |
Restricted cash | 1,392,000 | 1,392,000 |
Cash, cash equivalents and restricted cash | 35,229,000 | 29,176,000 |
Supplemental disclosure of cash flow information: | ||
Cash interest paid | 5,172,000 | 3,329,000 |
Income taxes paid | $ 725,000 | $ 63,000 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Grindr Inc. (“Grindr” or 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 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. Grindr was originally incorporated in the Cayman Islands on July 27, 2020 under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities. On May 9, 2022, Grindr Group LLC and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Legacy Grindr would become a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the closing of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.” Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company” refers to Legacy Grindr and its subsidiaries prior to the consummation of the Business Combination, and Grindr and its subsidiaries after the consummation of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Business Combination has been accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga has been treated as the acquired company for financial reporting purposes. This determination is primarily based on the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors, Legacy Grindr senior management comprising the senior management roles of Grindr and who are responsible for the day-to-day operations, and for the strategy and operations of Grindr. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization (the "Exchange Ratio"). In addition, all granted and outstanding unvested Legacy Grindr unit options were converted using the Exchange Ratio into options exercisable for shares of Grindr common stock with the same terms and vesting conditions. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with 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 U.S. 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, 2022. 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 months ended March 31, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. 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 credit losses; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; effective income tax rate; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company's leases; and the valuation of stock-based compensation, among others. 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 The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value: • Money market funds — The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices. • Liability-classified awards — Executives were granted liability-classified compensation awards requiring fair value measurement at the end of each reporting period. The Company used the Monte Carlo simulation model to value the awards, utilizing Level 3 inputs. • Warrant liability — Public Warrants (as defined below) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined below) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. 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 as disclosed in Note 6 were measured by comparing their prepayment values and present value using observable market data consisting of interest rates based on similar credit ratings. Nonrecurring Fair Value Measurements 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). 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 Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, 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 subscriptions that are currently offered in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is recorded 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. Accounts Receivable, net of allowance for credit losses 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 credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The accounts receivable balances, net of allowances, were $28,548 and $22,435 as of March 31, 2023 and December 31, 2022, respectively. The opening balance of accounts receivable, net of allowances, was $17,885 as of January 1, 2022. 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 months ended March 31, 2023 and 2022, the Company recognized $13,303 and $12,442 of revenue that was included in the deferred revenue balance as of December 31, 2022 and 2021, respectively. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended 2023 2022 Direct revenue $ 48,126 $ 36,398 Indirect revenue 7,683 7,132 $ 55,809 $ 43,530 Three Months Ended 2023 2022 United States $ 33,236 $ 27,811 United Kingdom $ 4,167 $ 3,264 Rest of the world $ 18,406 $ 12,455 $ 55,809 $ 43,530 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 pronouncements 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. Recently Adopted Accounting Pronouncements Effective January 1, 2023, the Company adopted 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 Company adopted ASU 2016-13 using the modified retrospective approach and there was no cumulative effect arising from the adoption. The adoption of ASU 2016-13 did not have a material impact on the Company's financial statements. Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard will become effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will assess any impact from the adoption of this guidance if such transactions occur in the future. 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 Accounting Standards Codification ("ASC") Topic 606, Revenue from Contract with Customers, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. 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. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: March 31, December 31, Cloud computing arrangements implementation costs $ 532 $ 624 Other current assets 12 126 $ 544 $ 750 |
Promissory Note from a Member
Promissory Note from a Member | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Promissory Note from a Member | 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 Legacy Grindr, which were converted using the Exchange Ratio to 7,385,233 common shares of the Company upon the Business Combination. 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 ten The Note, including interest, was fully paid in the first quarter of 2023. The total amount outstanding on the Note, including interest, was zero and $19,071 as of March 31, 2023 and December 31, 2022, respectively. The Note and the related accrued interest were reflected as a reduction to equity in the condensed consolidated statements of stockholders’ equity. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: March 31, December 31, Income and other taxes payable $ 22,481 $ 5,360 Interest payable 7,920 2,444 Employee compensation and benefits 1,972 813 Accrued legal expense 1,424 1,308 CEO make-whole bonus 1,200 1,200 Lease liability, short-term 1,098 1,050 Accrued professional service fees 755 2,317 Settlement payable to a former director 439 641 Other accrued expenses 346 548 $ 37,635 $ 15,681 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt for the Company is comprised of the following: March 31, December 31, Credit Agreement Current $ 23,053 $ 22,152 Non-current 343,364 345,328 366,417 367,480 Less: unamortized debt issuance costs (6,321) (6,852) $ 360,096 $ 360,628 On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC (the "Borrower"), wholly owned subsidiaries of the Company, and the other credit parties and lenders party thereto entered into a credit agreement (the “Credit Agreement”) which permitted the Borrower to borrow up to $192,000 (the "Original Agreement"). On June 13, 2022, a second amendment to the Credit Agreement was entered into which allowed the Borrower to borrow an additional $60,000 (the "Second Amendment") (collectively, the "Initial Term Loans"). The amount repaid may not be reborrowed. On November 14, 2022, a third amendment to the Credit Agreement was entered into which allowed the Borrower to borrow multiple term loans. The term loans have the following maximum commitment amounts, $140,800 (“Supplemental Facility I”), and $30,000 (“Supplemental Facility II”) (collectively, the "Third Amendment"). The amount repaid may not be reborrowed. The Borrower is a direct subsidiary of Grindr Gap LLC, which is a direct subsidiary of Legacy Grindr. Legacy Grindr is a direct subsidiary of Grindr Inc. Borrowings under the agreement are guaranteed by all of the subsidiaries of Legacy Grindr, other than the Borrower and Grindr Canada Inc., and are collateralized by the capital stock and/or certain assets of all of the subsidiaries of Legacy Grindr. Borrowings under the Credit Agreement are repayable in full on various dates ranging from May 17, 2024 to November 14, 2027 based on the drawdown dates of the loans. The Borrower is also required, among other things, to make mandatory prepayments of the Credit Agreement equal to a defined percentage rate, as determined based on the Company's leverage ratio, of excess cash flow. No mandatory prepayment was required for the three months ended March 31, 2023 and 2022. For the three months ended March 31, 2023 and 2022, the Company did not incur any debt issuance costs in conjunction with the Credit Agreement. The amortization of such debt issuance costs are included in “Interest income (expense), net” on the condensed consolidated statements of operations and comprehensive income (loss). Initial Term Loans The Borrower drew the maximum permitted amount at the time of entry into the Original Agreement and the Second Amendment. Borrowings under the Initial Term Loans are index rate loans or Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) loans, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 8.0%. The interest rates in effect as of March 31, 2023 and December 31, 2022 were 12.8% and 11.7%, respectively. The obligations under the Credit Agreement are subject to acceleration at the election of the required lenders during the continuance of any event of default. A default interest rate of an additional 2% per annum will apply on all outstanding obligations after the occurrence of an event of default. For the Initial Term Loans, the Borrower is required to make quarterly mandatory principal repayments equal to 0.50% of the original principal amount of the relevant loans, with the remaining aggregate principal amount payable on the maturity date. Supplemental Facility I On November 14, 2022, the Borrower drew the full amount for Supplemental Facility I. All borrowings under the Supplemental Facility I are index rate loans or SOFR, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 8.0%, The prepayment premium on Supplemental Facility I is 2% of the principal amount prepaid during the first year plus the payment of all interest that would have been accrued assuming no change in Term SOFR and 2% of the principal amount prepaid during the second year. For Supplemental Facility I, the Borrower is required to make quarterly principal payments of $704 on the last day of each calendar quarter, beginning in June 2023, with the remaining aggregate principal amount payable on the maturity date of 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 respective maturity dates. The interest rate in effect for Supplemental Facility I as of March 31, 2023 and December 31, 2022 was 13.0% and 12.5%, respectively. Supplemental Facility II On November 17, 2022, the Borrower drew the full amount for Supplemental Facility II. All borrowings under the Supplemental Facility II are index rate loans or SOFR, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio, or currently 3.2%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio, currently 4.2%, There is no prepayment premium for the Supplemental Facility II. For Supplemental Facility II, the Borrower is required to make principal payments of $7,500 on the next business day at the end of June 2023 and December 2023, with the remaining aggregate principal amount payable on the maturity date of May 17, 2024. The interest rate in effect for Supplemental Facility II as of March 31, 2023 and December 31, 2022 was 9.2% and 8.7%, respectively. Covenants The Credit Agreement includes restrictive non-financial and financial covenants, including the requirement to maintain a total leverage ratio no greater than a specified level, currently 4.50:1.00 prior to and through May 17, 2024 to the extent any Supplemental Facility II is outstanding, no greater than 4.75:1.00 prior to and through March 31, 2024 and no greater than 4.25:1.00 thereafter. As of March 31, 2023 and December 31, 2022, the Borrower was in compliance with the financial debt covenants. Fair value 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 March 31, 2023 and December 31, 2022, was $375,398 and $394,785, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases | Leases Company as a lessee The Company has operating leases for office space. The leases have original lease periods expiring in 2026 with an option to renew. Renewal options are not recognized as part of the right-of-use assets and lease liabilities as it was not reasonably certain at the lease commencement date that the Company would exercise these options to extend the leases. The Company elected certain practical expedients under ASC 842 which allows for the combination of lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve-months or less that do not include an option to purchase the under lying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. Components of lease cost included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) are as follows: Three Months Ended 2023 2022 Operating lease cost $ 413 $ 413 Sublease income (189) (183) Total lease cost $ 224 $ 230 Supplemental cash flow information related to leases is as follows: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 416 $ 269 Right-of-use assets obtained in exchange for lease liabilities: Leases recognized upon adoption of ASC 842 $ — $ 5,585 Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Assets: Right-of-use assets $ 4,255 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,098 $ 1,050 Lease liability, long-term portion 3,327 3,658 Total operating lease liabilities $ 4,425 $ 4,708 Weighted average remaining operating lease term (years) 3.1 3.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities on lease liabilities as of March 31, 2023, are as follows: Remainder of 2023 $ 1,113 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 5,263 Less: imputed interest (838) Total lease liabilities $ 4,425 There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2023. Company as a lessor The Company is a sublessor on one operating lease that expires in April 2026. Future non-cancelable rent payments from the Company's sublease tenant as of March 31, 2023 were as follows: Remainder of 2023 $ 502 2024 649 2025 729 2026 249 Thereafter — $ 2,129 |
Leases | Leases Company as a lessee The Company has operating leases for office space. The leases have original lease periods expiring in 2026 with an option to renew. Renewal options are not recognized as part of the right-of-use assets and lease liabilities as it was not reasonably certain at the lease commencement date that the Company would exercise these options to extend the leases. The Company elected certain practical expedients under ASC 842 which allows for the combination of lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve-months or less that do not include an option to purchase the under lying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. Components of lease cost included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) are as follows: Three Months Ended 2023 2022 Operating lease cost $ 413 $ 413 Sublease income (189) (183) Total lease cost $ 224 $ 230 Supplemental cash flow information related to leases is as follows: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 416 $ 269 Right-of-use assets obtained in exchange for lease liabilities: Leases recognized upon adoption of ASC 842 $ — $ 5,585 Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Assets: Right-of-use assets $ 4,255 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,098 $ 1,050 Lease liability, long-term portion 3,327 3,658 Total operating lease liabilities $ 4,425 $ 4,708 Weighted average remaining operating lease term (years) 3.1 3.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities on lease liabilities as of March 31, 2023, are as follows: Remainder of 2023 $ 1,113 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 5,263 Less: imputed interest (838) Total lease liabilities $ 4,425 There were no leases with residual value guarantees or executed leases that had not yet commenced as of March 31, 2023. Company as a lessor The Company is a sublessor on one operating lease that expires in April 2026. Future non-cancelable rent payments from the Company's sublease tenant as of March 31, 2023 were as follows: Remainder of 2023 $ 502 2024 649 2025 729 2026 249 Thereafter — $ 2,129 |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant LiabilitiesIn connection with Tiga’s initial public offering, Tiga issued (i) 18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”) and (ii) sold 13,800,000 public warrants. In connection with the reverse recapitalization treatment of the Business Combination, the Company effectively issued 37,360,000 warrants to purchase shares of Grindr’s common stock, which included 13,800,000 public warrants, 18,560,000 Private Warrants, 2,500,000 Forward Purchase Warrants, and 2,500,000 Backstop Warrants. The Forward Purchase Warrants and the Backstop Warrants have the same terms and are in the same form as the public warrants (as such, will collectively be known as the “Public Warrants”). The Public Warrants, which entitle the registered holder to purchase one share of the Company's common stock, have an exercise price of $11.50, became exercisable 30 days after the completion of the Business Combination and are set to expire five years from the completion of the Business Combination, or earlier upon redemption. Each Private Warrant entitles the registered holder to purchase one share of the Company’s common stock. The Private Warrants also have an exercise price of $11.50 and became exercisable 30 days after the completion of the Business Combination. The Private Warrants are set to expire five years from the completion of the Business Combination, or earlier upon redemption. The Private Warrants are identical to the Public Warrants underlying the shares sold in Tiga’s initial public offering, except that they are subject to certain transfer and sale restrictions and are not optionally redeemable when the Company's common stock price is above $18.00 so long as they are held by the initial purchasers or their permitted transferees. Additionally, the Private Warrants are exercisable on a cashless basis. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2023 and December 31, 2022, the Public Warrants and Private Warrants remained outstanding and unexercised. As of March 31, 2023 and December 31, 2022, the Public Warrant and Private Warrants were remeasured to fair value of $33,250 and $17,933. The change in fair value for the three months ended March 31, 2023 was a loss of $15,317 recognized in the consolidated statements of operations and comprehensive (loss) income. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense is related to the grant of restricted units under the 2022 Equity Incentive Plan ("2022 Plan"), the grant of unit options and restricted units granted under the 2020 Equity Incentive Plan ("2020 Plan") and the grant of San Vicente Equity Joint Venture LLC's ("SVE") Series P profit units ("Series P Units") to Catapult Goliath LLC (“Catapult Goliath”), a related party wherein certain members of Catapult Goliath were executives of the Company. The stock-based compensation expense for SVE’s Series P Units was 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. Upon the consummation of the Business Combination, all vested Series P Units were exchanged for common stock of the Company determined pursuant to the distribution provision of the limited liability agreement of SVE and the Merger Agreement. As a result, the vested Series P Units were exchanged for 6,497,593 shares of common stock of the Company. 2022 Plan Executive Incentive Awards - Market Condition Awards The Company entered into employment agreements with the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). The employment agreements include cash compensation and incentive awards in the form of restricted stock units. Certain awards are subject to market conditions. The CEO market condition awards and the CFO market condition awards (together, the "Market Condition Awards") are liability-classified and will require fair value remeasurement at the end of each reporting period. No new Market Condition Awards were granted or forfeited during the three months ended March 31, 2023. The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 Expected term (in years) 9.6 years 9.9 years Volatility 65.0 % 65.0 % Risk-free interest rate 3.4 % 3.8 % Dividend yield — % — % Time-based Awards Activity A summary of the unvested time-based restricted stock unit ("RSU") activity for director RSUs, employee RSUs, and the time-based awards granted to the CEO and CFO during the three months ended March 31, 2023 was as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 4,555,256 $ 10.10 Granted 30,000 $ 4.98 Vested (21,875) $ 10.18 Forfeited — $ — Unvested at March 31, 2023 4,563,381 $ 10.07 2020 Plan Stock options The following table summarizes the stock option activity for the three months ended March 31, 2023: Number of Weighted Outstanding at December 31, 2022 4,705,765 $ 5.15 Exercised (296,477) $ 3.41 Forfeited (903,891) $ 5.72 Outstanding at March 31, 2023 3,505,397 $ 5.16 The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of stock options granted for the three months ended March 31, 2022. No options were granted under the 2020 Plan for the three months ended March 31, 2023: Three months ended March 31, 2022 Expected life of options (in years) (1) 4.61 Expected stock price volatility (2) 56 % Risk free interest rate (3) 1.37 % Expected dividend yield (4) — % Weighted average grant-date fair value per share of stock options granted $ 2.75 Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) $ 4.20 (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) Prior to the date of the Business Combination, Legacy Grindr did not historically pay any cash dividends on its common stock. On June 10, 2022 and November 14, 2022, Legacy Grindr's Board of Managers approved a special distribution, and the Company does not expect to pay any normal course cash dividends on its common stock in the foreseeable future. Stock-based compensation information The following table summarizes stock-based compensation expenses for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended 2023 2022 Selling, general and administrative expenses $ 3,061 $ 612 Product development expenses $ 280 $ 122 $ 3,341 $ — $ 734 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 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 (loss) income, 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 March 31, 2023 and 2022, the Company recorded an income tax provision of $15,503 and $1,253, respectively. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of the nondeductible fair value adjustments on the change in the warrant liabilities, and was also impacted by the change in valuation allowance, nondeductible officer compensation, the foreign derived intangible income deduction, and the research and development credit. The Company will continue to monitor the volatility of the fair value adjustments on the warrant liabilities and the inclusion of such fair value adjustments in the annual estimated effective rate. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended 2023 2022 Numerator: Net (loss) income and comprehensive (loss) income $ (32,899) $ 4,501 Denominator: Basic weighted average shares of common shares outstanding 173,599,925 155,566,232 Diluted effect of stock-based awards — 690,488 Diluted weighted average shares of common shares outstanding 173,599,925 156,256,720 Net (loss) income per share: Basic ($0.19) $0.03 Diluted ($0.19) $0.03 The weighted-average number of shares of common stock outstanding prior to the Business Combination have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Business Combination. The following table presents the potential shares that are excluded from the computation of diluted net (loss) income per share and comprehensive (loss) income per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended 2023 2022 Stock options issued under 2020 Plan 3,505,397 — Time-based RSUs 4,563,381 — Public and Private Warrants 37,360,000 — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 22,131 $ 22,131 $ — $ — Liabilities: Executive Market Condition Awards $ 5,687 $ — $ — $ 5,687 Common stock warrant liabilities 33,250 16,732 16,518 — $ 38,937 $ 16,732 $ 16,518 $ 5,687 December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 4,085 $ 4,085 $ — $ — Liabilities: Executive Market Condition Awards $ 4,129 $ — $ — $ 4,129 Common stock warrant liabilities 17,933 9,024 8,909 — $ 22,062 $ 9,024 $ 8,909 $ 4,129 Money Market Funds The Money Market Funds are classified within Level 1 as these securities are traded on an active public market. Executive Market Condition Awards The Market Condition Awards are liability-classified awards requiring fair value measurement at the end of each reporting period. See Note 9 for the inputs used to value the liability-classified award. Common Stock Warrant Liabilities The warrants were accounted for as a liability in accordance with ASC 815, Derivative and Hedging. The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the consolidated statements of operations and comprehensive (loss) income. The Company used Level 1 inputs for valuing the Public Warrants and Level 2 inputs for valuing the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The following table presents the changes in the fair value of the warrant liability: Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2022 $ 9,024 $ 8,909 $ 17,933 Change in fair value of Warrant liability 7,708 7,609 15,317 Fair value as of March 31, 2023 $ 16,732 $ 16,518 $ 33,250 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Prior to the closing of the Business Combination, for the three months ended March 31, 2022, the Company paid advisor fees and out-of-pocket expenses amounting to $256 to two individuals who held ownership interest in Legacy Grindr and are stockholders of the Company. The two individuals were appointed to the board of directors upon the consummation of the Business Combination, and no advisor fees were paid to the two individuals after the consummation of the Business Combination. See Note 4 and Note 9 for additional related party transactions with Catapult GP II and Catapult Goliath. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 March 31, 2023 and December 31, 2022, 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 $9,535 using the exchange rate as of March 31, 2023) 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 $6,223 using the exchange rate as of March 31, 2023, 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. On July 5, 2022, DPA requested additional documentation from Grindr, specifically regarding whether ad tech partners have deleted any Grindr user data. On August 3, 2022, Grindr, provided Datatilsynet with evidence documenting the Company standard practice of directing terminated ad tech partners to delete any remaining Grindr user data they may have. On November 24, 2022, Grindr and Kunlun entered into an escrow agreement providing for Grindr's potential access to $6,500 of funding in the event Grindr's appeal fails and Grindr is required to pay the fine. On December 7, 2022, Datatilsynet upheld the reduced administrative fine against the Company and sent its decision to the Norwegian Privacy Board for review. On February 10, 2023, Grindr submitted its response and Datatilsynet is currently continuing the process of the appeal of the administrative fine before the Privacy Board. On March 8, 2023, Grindr received notice of the Norwegian Consumer Council's submission of comments, which reiterated the same argument as previous filings. Grindr has submitted its response to these comments for the Privacy Review Board's consideration. Grindr is not aware when the review by the Norwegian Privacy Board will be completed. 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 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. 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. On December 22, 2022, Grindr filed its response over the class certification, which included both employee and expert opinions. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 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 May 12, 2023, the Company, Fortress Credit Corp., Grindr Gap LLC, the Borrower and the other credit parties and lenders party thereto entered into a fourth amendment to the Credit Agreement (the “Fourth Amendment”) pursuant to which the Company and Grindr Group LLC, a direct subsidiary of the Company (“Grindr Group”) became guarantors of the borrowings under the Credit Agreement and have pledged certain of each entity’s assets as collateral. Also pursuant to the Fourth Amendment, the Company and Grindr Group became subject to the covenants under the Credit Agreement and the Company replaced Grindr Gap LLC as the reporting entity under the Credit Agreement. The Company is additionally required to furnish financial information to the lender based on the Company's consolidated financial information including the liquidity calculation and financial covenant certification. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Business Combinations | Basis of Presentation and Consolidation The Business Combination has been accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga has been treated as the acquired company for financial reporting purposes. This determination is primarily based on the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors, Legacy Grindr senior management comprising the senior management roles of Grindr and who are responsible for the day-to-day operations, and for the strategy and operations of Grindr. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization (the "Exchange Ratio"). In addition, all granted and outstanding unvested Legacy Grindr unit options were converted using the Exchange Ratio into options exercisable for shares of Grindr common stock with the same terms and vesting conditions. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with 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 U.S. 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, 2022. 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 months ended March 31, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. |
Basis of Presentation | Basis of Presentation and Consolidation The Business Combination has been accounted for as a reverse recapitalization under the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Tiga has been treated as the acquired company for financial reporting purposes. This determination is primarily based on the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors, Legacy Grindr senior management comprising the senior management roles of Grindr and who are responsible for the day-to-day operations, and for the strategy and operations of Grindr. Accordingly, for accounting purposes, the financial statements of Grindr represent a continuation of the financial statements of Legacy Grindr with the Business Combination being treated as the equivalent of Legacy Grindr issuing shares for the net assets of Tiga, accompanied by a recapitalization. The net assets of Tiga were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Grindr and the accumulated deficit of Legacy Grindr has been carried forward after Closing. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization (the "Exchange Ratio"). In addition, all granted and outstanding unvested Legacy Grindr unit options were converted using the Exchange Ratio into options exercisable for shares of Grindr common stock with the same terms and vesting conditions. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with 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 U.S. 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, 2022. 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 months ended March 31, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. |
Accounting Estimates | 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 credit losses; the fair value of common stock warrant liabilities; valuation allowance for deferred tax assets; effective income tax rate; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company's leases; 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 The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value: • Money market funds — The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices. • Liability-classified awards — Executives were granted liability-classified compensation awards requiring fair value measurement at the end of each reporting period. The Company used the Monte Carlo simulation model to value the awards, utilizing Level 3 inputs. • Warrant liability — Public Warrants (as defined below) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined below) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. 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 as disclosed in Note 6 were measured by comparing their prepayment values and present value using observable market data consisting of interest rates based on similar credit ratings. Nonrecurring Fair Value Measurements 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). |
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 Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, 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 subscriptions that are currently offered in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is recorded 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. one |
Accounts Receivables, net of allowance for credit losses | Accounts Receivable, net of allowance for credit losses 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 |
Accounting Pronouncements | 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 pronouncements 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. Recently Adopted Accounting Pronouncements Effective January 1, 2023, the Company adopted 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 Company adopted ASU 2016-13 using the modified retrospective approach and there was no cumulative effect arising from the adoption. The adoption of ASU 2016-13 did not have a material impact on the Company's financial statements. Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which applies to all equity securities measured at fair value that are subject to contractual sale restrictions. This change prohibits entities from taking into account contractual restrictions on the sale of equity securities when estimating fair value and introduces required disclosures for such transactions. The standard will become effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will assess any impact from the adoption of this guidance if such transactions occur in the future. 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 Accounting Standards Codification ("ASC") Topic 606, Revenue from Contract with Customers, resulting in a shift from previous guidance which required similar assets and liabilities to be accounted for at fair value at the acquisition date. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following tables summarize revenue from contracts with customers for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended 2023 2022 Direct revenue $ 48,126 $ 36,398 Indirect revenue 7,683 7,132 $ 55,809 $ 43,530 Three Months Ended 2023 2022 United States $ 33,236 $ 27,811 United Kingdom $ 4,167 $ 3,264 Rest of the world $ 18,406 $ 12,455 $ 55,809 $ 43,530 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: March 31, December 31, Cloud computing arrangements implementation costs $ 532 $ 624 Other current assets 12 126 $ 544 $ 750 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, Income and other taxes payable $ 22,481 $ 5,360 Interest payable 7,920 2,444 Employee compensation and benefits 1,972 813 Accrued legal expense 1,424 1,308 CEO make-whole bonus 1,200 1,200 Lease liability, short-term 1,098 1,050 Accrued professional service fees 755 2,317 Settlement payable to a former director 439 641 Other accrued expenses 346 548 $ 37,635 $ 15,681 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt for the Company is comprised of the following: March 31, December 31, Credit Agreement Current $ 23,053 $ 22,152 Non-current 343,364 345,328 366,417 367,480 Less: unamortized debt issuance costs (6,321) (6,852) $ 360,096 $ 360,628 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | Components of lease cost included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) are as follows: Three Months Ended 2023 2022 Operating lease cost $ 413 $ 413 Sublease income (189) (183) Total lease cost $ 224 $ 230 Supplemental cash flow information related to leases is as follows: Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 416 $ 269 Right-of-use assets obtained in exchange for lease liabilities: Leases recognized upon adoption of ASC 842 $ — $ 5,585 |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases as of March 31, 2023 and December 31, 2022 is as follows: March 31, 2023 December 31, 2022 Assets: Right-of-use assets $ 4,255 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,098 $ 1,050 Lease liability, long-term portion 3,327 3,658 Total operating lease liabilities $ 4,425 $ 4,708 Weighted average remaining operating lease term (years) 3.1 3.3 Weighted average operating lease discount rate 11.41% 11.41% |
Future Minimum Lease Commitments | The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities on lease liabilities as of March 31, 2023, are as follows: Remainder of 2023 $ 1,113 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 5,263 Less: imputed interest (838) Total lease liabilities $ 4,425 |
Schedule of Future Non-Cancelable Rent Payments | Future non-cancelable rent payments from the Company's sublease tenant as of March 31, 2023 were as follows: Remainder of 2023 $ 502 2024 649 2025 729 2026 249 Thereafter — $ 2,129 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | A summary of the unvested time-based restricted stock unit ("RSU") activity for director RSUs, employee RSUs, and the time-based awards granted to the CEO and CFO during the three months ended March 31, 2023 was as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 4,555,256 $ 10.10 Granted 30,000 $ 4.98 Vested (21,875) $ 10.18 Forfeited — $ — Unvested at March 31, 2023 4,563,381 $ 10.07 |
Schedule of Share-based Payment Award, Valuation Assumptions | The Company used the Monte Carlo simulation model to value the liability-classified award. The key inputs into the Monte Carlo simulation as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 Expected term (in years) 9.6 years 9.9 years Volatility 65.0 % 65.0 % Risk-free interest rate 3.4 % 3.8 % Dividend yield — % — % The following table summarizes the key input assumptions used in the Black-Scholes option-pricing model to estimate the fair value of stock options granted for the three months ended March 31, 2022. No options were granted under the 2020 Plan for the three months ended March 31, 2023: Three months ended March 31, 2022 Expected life of options (in years) (1) 4.61 Expected stock price volatility (2) 56 % Risk free interest rate (3) 1.37 % Expected dividend yield (4) — % Weighted average grant-date fair value per share of stock options granted $ 2.75 Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) $ 4.20 (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. |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2023: Number of Weighted Outstanding at December 31, 2022 4,705,765 $ 5.15 Exercised (296,477) $ 3.41 Forfeited (903,891) $ 5.72 Outstanding at March 31, 2023 3,505,397 $ 5.16 |
Summary of the Components of Total Stock-Based Compensation Expense | The following table summarizes stock-based compensation expenses for the three months ended March 31, 2023 and 2022, respectively: Three Months Ended 2023 2022 Selling, general and administrative expenses $ 3,061 $ 612 Product development expenses $ 280 $ 122 $ 3,341 $ — $ 734 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings 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 2023 2022 Numerator: Net (loss) income and comprehensive (loss) income $ (32,899) $ 4,501 Denominator: Basic weighted average shares of common shares outstanding 173,599,925 155,566,232 Diluted effect of stock-based awards — 690,488 Diluted weighted average shares of common shares outstanding 173,599,925 156,256,720 Net (loss) income per share: Basic ($0.19) $0.03 Diluted ($0.19) $0.03 |
Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share | The following table presents the potential shares that are excluded from the computation of diluted net (loss) income per share and comprehensive (loss) income per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended 2023 2022 Stock options issued under 2020 Plan 3,505,397 — Time-based RSUs 4,563,381 — Public and Private Warrants 37,360,000 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 22,131 $ 22,131 $ — $ — Liabilities: Executive Market Condition Awards $ 5,687 $ — $ — $ 5,687 Common stock warrant liabilities 33,250 16,732 16,518 — $ 38,937 $ 16,732 $ 16,518 $ 5,687 December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 4,085 $ 4,085 $ — $ — Liabilities: Executive Market Condition Awards $ 4,129 $ — $ — $ 4,129 Common stock warrant liabilities 17,933 9,024 8,909 — $ 22,062 $ 9,024 $ 8,909 $ 4,129 |
Schedule of Derivative Liabilities at Fair Value | The following table presents the changes in the fair value of the warrant liability: Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2022 $ 9,024 $ 8,909 $ 17,933 Change in fair value of Warrant liability 7,708 7,609 15,317 Fair value as of March 31, 2023 $ 16,732 $ 16,518 $ 33,250 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) mobile_app_store segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of segments | segment | 1 | |||
Number of mobile app stores | mobile_app_store | 2 | |||
Accounts receivable, net of allowances | $ 28,548 | $ 22,435 | $ 17,885 | |
Deferred revenue | 17,832 | $ 18,586 | $ 20,077 | |
Deferred revenue recognized | $ 13,303 | $ 12,442 | ||
Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Performance obligation, subscription period | 1 month | |||
Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Performance obligation, subscription period | 12 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 55,809 | $ 43,530 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,236 | 27,811 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,167 | 3,264 |
Rest of the world | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,406 | 12,455 |
Direct revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48,126 | 36,398 |
Indirect revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,683 | $ 7,132 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cloud computing arrangements implementation costs | $ 532 | $ 624 |
Other current assets | 12 | 126 |
Other current assets, Total | $ 544 | $ 750 |
Promissory Note from a Member (
Promissory Note from a Member (Details) - USD ($) $ in Thousands | Apr. 27, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Catapult GP II | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Issuance of units (in shares) | 7,385,233 | ||
Legacy Grindr | Catapult GP II | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Issuance of units (in shares) | 5,387,194 | ||
Promissory Note | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable, related parties | $ 30,000 | ||
Notes receivable, maturity period | 10 years | ||
Notes receivable, interest rate | 10% | ||
Notes receivable, related parties, outstanding | $ 0 | $ 19,071 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Income and other taxes payable | $ 22,481 | $ 5,360 |
Interest payable | 7,920 | 2,444 |
Employee compensation and benefits | 1,972 | 813 |
Accrued legal expense | 1,424 | 1,308 |
CEO make-whole bonus | 1,200 | 1,200 |
Lease liability, short-term | 1,098 | 1,050 |
Accrued professional service fees | 755 | 2,317 |
Settlement payable to a former director | 439 | 641 |
Other accrued expenses | 346 | 548 |
Accrued expenses and other current liabilities | $ 37,635 | $ 15,681 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Credit Agreement | ||
Current | $ 23,053 | $ 22,152 |
Non-current | 343,364 | 345,328 |
Long-term debt, gross | 366,417 | 367,480 |
Less: unamortized debt issuance costs | (6,321) | (6,852) |
Long-term debt, net | $ 360,096 | $ 360,628 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Nov. 17, 2022 | Nov. 14, 2022 | Jun. 10, 2022 | Jun. 10, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 13, 2022 | |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.80% | 11.70% | |||||
Period One | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio | 4.50 | ||||||
Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio | 4.75 | ||||||
Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio | 4.25 | ||||||
Line of Credit | Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 192,000,000 | ||||||
Premium percentage on principal repayment | 2% | ||||||
Percentage of mandatory repayment of principal amount | 0.50% | ||||||
Fair value | $ 375,398,000 | $ 394,785,000 | |||||
Line of Credit | Credit Agreement | Index Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 7% | ||||||
Line of Credit | Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 8% | ||||||
Line of Credit | Credit Agreement, Second Amdendment | |||||||
Debt Instrument [Line Items] | |||||||
Increase in borrowing capacity | $ 60,000,000 | ||||||
Line of Credit | Supplemental Facility I | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment penalty, year one | 2% | ||||||
Prepayment penalty, year two | 2% | ||||||
Line of Credit | Supplemental Facility I | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Term loan | $ 140,800,000 | ||||||
Periodic payment | $ 704,000 | ||||||
Interest rate during period | 13% | 12.50% | |||||
Line of Credit | Supplemental Facility I | Index Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 7% | ||||||
Line of Credit | Supplemental Facility I | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 8% | ||||||
Line of Credit | Supplemental Facility II | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Term loan | $ 30,000,000 | ||||||
Periodic payment | $ 7,500,000 | ||||||
Interest rate during period | 9.20% | 8.70% | |||||
Line of Credit | Supplemental Facility II | Index Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 3.20% | ||||||
Line of Credit | Supplemental Facility II | Secured Overnight Financing Rate (SOFR) | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate | 4.20% |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 413 | $ 413 |
Sublease income | (189) | (183) |
Total lease cost | $ 224 | $ 230 |
Leases - Schedule of Supplement
Leases - Schedule of Supplement Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 416 | $ 269 |
Right-of-use assets obtained in exchange for lease liabilities: | $ 0 | $ 5,585 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplement Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Right of use assets | $ 4,255 | $ 4,535 |
Liabilities: | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | $ 1,098 | 1,050 |
Lease liability, long-term portion | 3,327 | 3,658 |
Total operating lease liabilities | $ 4,425 | $ 4,708 |
Weighted average remaining operating lease term (years) | 3 years 1 month 6 days | 3 years 3 months 18 days |
Weighted average operating lease discount rate | 11.41% | 11.41% |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2023 | $ 1,113 | |
2024 | 1,746 | |
2025 | 1,799 | |
2026 | 605 | |
Thereafter | 0 | |
Total lease payments | 5,263 | |
Less: imputed interest | (838) | |
Total lease liabilities | $ 4,425 | $ 4,708 |
Leases - Schedule of Future Non
Leases - Schedule of Future Non-Cancelable Rent Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 502 |
2024 | 649 |
2025 | 729 |
2026 | 249 |
Thereafter | 0 |
Payments to be received | $ 2,129 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Nov. 18, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 24, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Warrants | 37,360,000 | ||||
Warrant liability | $ 33,250 | $ 17,933 | |||
Change in fair value of warrant liability | $ (15,317) | $ 0 | |||
Equal or Exceeds $18.00 (in USD per share) | |||||
Class of Warrant or Right [Line Items] | |||||
Stock trigger price | $ 18 | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 18,560,000 | ||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||
Number of securities called by each warrant | 1 | ||||
Warrants, exercisable period | 30 days | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 13,800,000 | ||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||
Number of securities called by each warrant | 1 | ||||
Warrants, exercisable period | 30 days | ||||
Forward Purchase Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 2,500,000 | ||||
Backstop Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 2,500,000 | ||||
Tiga | Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 13,800,000 | ||||
Tiga | Sponsor | Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants | 18,560,000 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 18, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Capitalized compensation expense | $ 54 | $ 29 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capitalized compensation expense | $ 54 | $ 29 | |
Catapult Goliath | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares converted to common stock (in shares) | 6,497,593 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restricted Stock Units, Market Condition Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 9 years 7 months 6 days | 9 years 10 months 24 days | |
Volatility | 65% | 65% | |
Risk-free interest rate | 3.40% | 3.80% | |
Dividend yield | 0% | 0% | |
Stock options | 2020 Equity Incentive Plan | Legacy Grindr | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 7 months 9 days | ||
Volatility | 56% | ||
Risk-free interest rate | 1.37% | ||
Dividend yield | 0% | ||
Weighted average grant date fair value per unit options granted (in USD per share) | $ 2.75 | ||
Fair value per common stock (in USD per share) | $ 4.20 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Restricted Stock Units (Details) - Time-based RSUs | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 4,555,256 |
Granted (in shares) | shares | 30,000 |
Vested (in shares) | shares | (21,875) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 4,563,381 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 10.10 |
Granted (in USD per share) | $ / shares | 4.98 |
Forfeited (in USD per share) | $ / shares | 10.18 |
Ending balance (in USD per share) | $ / shares | 10.07 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | $ 0 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock Option Activity (Details) - 2020 Equity Incentive Plan - Legacy Grindr | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 4,705,765 |
Exercised (in shares) | shares | (296,477) |
Forfeited (in shares) | shares | (903,891) |
Outstanding, ending balance (in shares) | shares | 3,505,397 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 5.15 |
Exercised (in USD per share) | $ / shares | 3.41 |
Forfeited (in USD per share) | $ / shares | 5.72 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 5.16 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | $ 3,341 | $ 734 |
Selling, general and administrative expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | 3,061 | 612 |
Product development expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total unit-based compensation expense | $ 280 | $ 122 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 15,503 | $ 1,253 |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Computations of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net (loss) income | $ (32,899) | $ 4,501 |
Comprehensive (loss) income | $ (32,899) | $ 4,501 |
Denominator: | ||
Basic weighted average shares of common shares outstanding (in shares) | 173,599,925 | 155,566,232 |
Diluted weighted average shares of common shares outstanding (in shares) | 173,599,925 | 156,256,720 |
Net (loss) income per share: | ||
Basic (in USD per share) | $ (0.19) | $ 0.03 |
Diluted (in USD per share) | $ (0.19) | $ 0.03 |
Stock options | ||
Denominator: | ||
Diluted effect of stock-based awards (shares) | 0 | 690,488 |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock options issued under 2020 Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,505,397 | 0 |
Time-based RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,563,381 | 0 |
Public and Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 37,360,000 | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Executive Market Condition Awards | $ 5,687 | $ 4,129 |
Common stock warrant liabilities | 33,250 | 17,933 |
Liabilities measured at fair value | 38,937 | 22,062 |
Money market funds | ||
Assets: | ||
Assets measured at fair value | 22,131 | 4,085 |
Level 1 | ||
Liabilities: | ||
Executive Market Condition Awards | 0 | 0 |
Common stock warrant liabilities | 16,732 | 9,024 |
Liabilities measured at fair value | 16,732 | 9,024 |
Level 1 | Money market funds | ||
Assets: | ||
Assets measured at fair value | 22,131 | 4,085 |
Level 2 | ||
Liabilities: | ||
Executive Market Condition Awards | 0 | 0 |
Common stock warrant liabilities | 16,518 | 8,909 |
Liabilities measured at fair value | 16,518 | 8,909 |
Level 2 | Money market funds | ||
Assets: | ||
Assets measured at fair value | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Executive Market Condition Awards | 5,687 | 4,129 |
Common stock warrant liabilities | 0 | 0 |
Liabilities measured at fair value | 5,687 | 4,129 |
Level 3 | Money market funds | ||
Assets: | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2022 | $ 17,933 | |
Change in fair value of Warrant liability | 15,317 | $ 0 |
Fair value as of March 31, 2023 | 33,250 | |
Public Warrants | ||
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2022 | 9,024 | |
Change in fair value of Warrant liability | 7,708 | |
Fair value as of March 31, 2023 | 16,732 | |
Private Warrants | ||
Fair Value, Warrant Liability [Roll Forward] | ||
Fair value as of December 31, 2022 | 8,909 | |
Change in fair value of Warrant liability | 7,609 | |
Fair value as of March 31, 2023 | $ 16,518 |
Related Party Disclosures (Deta
Related Party Disclosures (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) individual | |
Related Party Transactions [Abstract] | |
Advisor fees and out-of-pocket expenses | $ | $ 256 |
Number of individuals | individual | 2 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) kr in Thousands, $ in Thousands | 1 Months Ended | ||||||
Oct. 11, 2021 complaint | Dec. 31, 2021 NOK (kr) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 NOK (kr) | Jan. 31, 2021 USD ($) | Nov. 14, 2022 USD ($) | Jan. 31, 2020 complaint | |
Other Commitments [Line Items] | |||||||
Number of additional complaints filed | 2 | ||||||
Escrow | $ | $ 6,500 | ||||||
Datatilsynet | |||||||
Other Commitments [Line Items] | |||||||
Number of complaints filed | 3 | ||||||
Amount of administrative fine imposed | kr 100,000 | $ 9,535 | |||||
Reduced to administrative fine imposed | kr 65 | $ 6,223 |