Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 Vicente Blvd. | |
Entity Address, Address Line Three | 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 Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 174,767,387 | |
Central Index Key | 0001820144 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 29,948 | $ 8,725 |
Accounts receivable, net of allowance of $876 and $336, respectively | 32,311 | 22,435 |
Prepaid expenses | 5,942 | 7,622 |
Deferred charges | 3,711 | 3,652 |
Other current assets | 212 | 750 |
Total current assets | 72,124 | 43,184 |
Restricted cash | 1,392 | 1,392 |
Property and equipment, net | 1,516 | 2,021 |
Capitalized software development costs, net | 7,718 | 7,385 |
Intangible assets, net | 86,549 | 104,544 |
Goodwill | 275,703 | 275,703 |
Right-of-use assets | 3,668 | 4,535 |
Other assets | 239 | 64 |
Total assets | 448,909 | 438,828 |
Current liabilities | ||
Accounts payable | 1,356 | 5,435 |
Accrued expenses and other current liabilities | 22,223 | 15,681 |
Current maturities of long-term debt, net | 24,341 | 22,152 |
Deferred revenue | 19,147 | 18,586 |
Total current liabilities | 67,067 | 61,854 |
Long-term debt, net | 319,036 | 338,476 |
Warrant liability | 29,514 | 17,933 |
Lease liability | 2,615 | 3,658 |
Deferred tax liability | 5,455 | 12,528 |
Other non-current liabilities | 1,078 | 327 |
Total liabilities | 424,765 | 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 September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 174,206,564 and 173,524,360 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 17 | 17 |
Additional paid-in capital | 40,175 | 9,078 |
Accumulated deficit | (16,048) | (5,043) |
Total stockholders’ equity | 24,144 | 4,052 |
Total liabilities and stockholders’ equity | $ 448,909 | $ 438,828 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 876 | $ 336 |
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) | 174,206,564 | 173,524,360 |
Common stock, shares outstanding (in shares) | 174,206,564 | 173,524,360 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 70,258 | $ 50,402 | $ 187,605 | $ 140,487 |
Operating costs and expenses | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 18,243 | 12,955 | 49,168 | 36,758 |
Selling, general and administrative expense | 16,420 | 20,325 | 52,523 | 53,937 |
Product development expense | 13,270 | 4,159 | 24,976 | 11,981 |
Depreciation and amortization | 5,753 | 9,097 | 21,845 | 27,215 |
Total operating expenses | 53,686 | 46,536 | 148,512 | 129,891 |
Income from operations | 16,572 | 3,866 | 39,093 | 10,596 |
Other income (expense) | ||||
Interest expense, net | (11,985) | (4,786) | (35,695) | (10,998) |
Other expense, net | (390) | (263) | (98) | (329) |
Change in fair value of warrant liability | (3,362) | 0 | (11,581) | 0 |
Total other income (expense), net | (15,737) | (5,049) | (47,374) | (11,327) |
Net income (loss) before income tax | 835 | (1,183) | (8,281) | (731) |
Income tax provision | 1,272 | 3,474 | 2,724 | 3,727 |
Net loss and comprehensive loss | (437) | (4,657) | (11,005) | (4,458) |
Comprehensive income (loss) | $ (437) | $ (4,657) | $ (11,005) | $ (4,458) |
Net loss per share: | ||||
Basic (in USD per share) | $ 0 | $ (0.03) | $ (0.06) | $ (0.03) |
Diluted (in USD per share) | $ 0 | $ (0.03) | $ (0.06) | $ (0.03) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 174,113,605 | 155,863,725 | 173,871,888 | 155,705,031 |
Diluted (in shares) | 174,113,605 | 155,863,725 | 173,871,888 | 155,705,031 |
Condensed Consolidated Statemen
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, 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) | (4,458) | |||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Sep. 30, 2022 | 0 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Sep. 30, 2022 | 155,877,230 | 0 | 0 | |||||||||||||||
Ending balance at Sep. 30, 2022 | 201,620 | $ 0 | $ 16 | $ 0 | $ 0 | 211,957 | (10,353) | |||||||||||
Preferred Stock, Beginning Balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Common Stock, Beginning Balance (in shares) at Mar. 31, 2022 | 155,578,160 | 0 | 0 | |||||||||||||||
Beginning balance at Mar. 31, 2022 | 267,879 | $ 0 | $ 16 | $ 0 | $ 0 | 269,257 | (1,394) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (4,302) | (4,302) | ||||||||||||||||
Member distributions | (83,313) | (83,313) | ||||||||||||||||
Interest on the promissory note to a member | (746) | (746) | ||||||||||||||||
Repayment of promissory note to a member | 427 | 427 | ||||||||||||||||
Payment of interest on promissory note to a member | 3,362 | 3,362 | ||||||||||||||||
Contribution from member - related party unit-based comp | 12,598 | 12,598 | ||||||||||||||||
Stock-based compensation | 360 | 360 | ||||||||||||||||
Exercise of stock options (in shares) | 270,820 | |||||||||||||||||
Exercise of stock options | 906 | 906 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2022 | 155,848,980 | 0 | 0 | |||||||||||||||
Ending balance at Jun. 30, 2022 | 197,171 | $ 0 | $ 16 | $ 0 | $ 0 | 202,851 | (5,696) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (4,657) | (4,657) | ||||||||||||||||
Interest on the promissory note to a member | (745) | (745) | ||||||||||||||||
Contribution from member - related party unit-based comp | 9,097 | 9,097 | ||||||||||||||||
Stock-based compensation | 643 | 643 | ||||||||||||||||
Exercise of stock options (in shares) | 28,250 | |||||||||||||||||
Exercise of stock options | 111 | 111 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Sep. 30, 2022 | 0 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Sep. 30, 2022 | 155,877,230 | 0 | 0 | |||||||||||||||
Ending balance at Sep. 30, 2022 | $ 201,620 | $ 0 | $ 16 | $ 0 | $ 0 | 211,957 | (10,353) | |||||||||||
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 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Mar. 31, 2023 | 173,842,712 | |||||||||||||||||
Ending balance at Mar. 31, 2023 | $ (5,640) | $ 0 | $ 17 | 32,285 | (37,942) | |||||||||||||
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) | $ (11,005) | |||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||||||||||||
Common Stock, Ending Balance (in shares) at Sep. 30, 2023 | 174,206,564 | 174,206,564 | ||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 24,144 | $ 0 | $ 17 | 40,175 | (16,048) | |||||||||||||
Preferred Stock, Beginning Balance (in shares) at Mar. 31, 2023 | 0 | |||||||||||||||||
Common Stock, Beginning Balance (in shares) at Mar. 31, 2023 | 173,842,712 | |||||||||||||||||
Beginning balance at Mar. 31, 2023 | (5,640) | $ 0 | $ 17 | 32,285 | (37,942) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | 22,331 | 22,331 | ||||||||||||||||
Stock-based compensation | 3,432 | 3,432 | ||||||||||||||||
Vested restricted stock units (in shares) | 21,875 | |||||||||||||||||
Exercise of stock options (in shares) | 189,072 | |||||||||||||||||
Exercise of stock options | 674 | 674 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Jun. 30, 2023 | 0 | |||||||||||||||||
Common Stock, Ending Balance (in shares) at Jun. 30, 2023 | 174,053,659 | |||||||||||||||||
Ending balance at Jun. 30, 2023 | 20,797 | $ 0 | $ 17 | 36,391 | (15,611) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (437) | (437) | ||||||||||||||||
Pre-Closing entity income tax adjustment | (148) | (148) | ||||||||||||||||
Stock-based compensation | 3,474 | 3,474 | ||||||||||||||||
Vested restricted stock units (in shares) | 31,180 | |||||||||||||||||
Exercise of stock options (in shares) | 121,725 | |||||||||||||||||
Exercise of stock options | $ 458 | 458 | ||||||||||||||||
Preferred Stock, Ending Balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||||||||||||
Common Stock, Ending Balance (in shares) at Sep. 30, 2023 | 174,206,564 | 174,206,564 | ||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 24,144 | $ 0 | $ 17 | $ 40,175 | $ (16,048) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) (Parenthetical) | Sep. 30, 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_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss | $ (11,005) | $ (4,458) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 10,594 | 23,353 |
Change in fair value of warrant liability | 11,581 | 0 |
Amortization of debt issuance costs | 1,452 | 759 |
Interest income on promissory note from member | (282) | (2,232) |
Depreciation and amortization | 21,845 | 27,215 |
Provision for expected credit losses/doubtful accounts | 540 | 27 |
Deferred income taxes | (7,221) | (3,595) |
Non-cash lease expense | 867 | 777 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,416) | (575) |
Prepaid expenses and deferred charges | 1,621 | (1,030) |
Other current assets | 538 | (4,779) |
Other assets | (175) | (677) |
Accounts payable | (2,883) | (524) |
Accrued expenses and other current liabilities | 6,542 | 5,545 |
Deferred revenue | 561 | (1,345) |
Lease liability | (1,043) | (1,667) |
Net cash provided by operating activities | 23,116 | 36,794 |
Investing activities | ||
Purchase of property and equipment | (241) | (339) |
Additions to capitalized software | (3,248) | (3,434) |
Net cash used in investing activities | (3,489) | (3,773) |
Financing activities | ||
Transaction costs paid in connection with the Business Combination | (1,196) | 0 |
Proceeds from the repayment of promissory note to a member including interest | 19,353 | 0 |
Proceeds from exercise of stock options | 2,142 | 1,136 |
Distributions paid | 0 | (79,524) |
Proceeds of issuance of debt | 0 | 60,000 |
Principal payment on debt | (18,703) | (2,220) |
Payment of debt issuance costs | 0 | (955) |
Net cash provided by (used in) financing activities | 1,596 | (21,563) |
Net increase in cash, cash equivalents and restricted cash | 21,223 | 11,458 |
Cash, cash equivalents and restricted cash, beginning of the period | 10,117 | 17,170 |
Cash, cash equivalents and restricted cash, end of the period | 31,340 | 28,628 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 29,948 | 27,236 |
Restricted cash | 1,392 | 1,392 |
Cash, cash equivalents and restricted cash | 31,340 | 28,628 |
Supplemental disclosure of cash flow information: | ||
Cash interest paid | 34,973 | 12,591 |
Income taxes paid | $ 5,494 | $ 2,207 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Grindr Inc. (“Grindr”) is headquartered in Los Angeles, California, with offices in Chicago, Illinois, San Francisco, California, Palo Alto, California and New York, New York, and manages and operates the Grindr platform, a global social network platform serving and addressing the needs of the LGBTQ community. The Grindr platform is available as an app through Apple’s App Store for iPhones and Google Play for Android, as well as on the web. 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 (“Grindr Group”) 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 Grindr Group became 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 prior to the consummation of the Business Combination, and to Grindr and its subsidiaries after the consummation of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Business Combination was 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 was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the "Board"), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr, and being responsible for the Company's day-to-day operations and strategy. 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 and nine months ended September 30, 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 and U.S. treasury bonds — The carrying amount of money market funds and U.S. treasury bonds 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 and cash equivalents, accounts receivable, accounts payable, and 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, premium add-ons 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 and premium add-ons to access premium features. 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 initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a la carte, basis. Premium features are activated upon purchase and are available for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon purchase of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers 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. 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 platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr platform. 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 Apple’s App Store and Google Play. 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 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 $32,311 and $22,435 as of September 30, 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 week to twelve months. The deferred revenue balances were $19,147 and $18,586 as of September 30, 2023 and December 31, 2022, respectively. The opening balance of deferred revenue was $20,077 as of January 1, 2022. For the three and nine months ended September 30, 2023, the Company recognized $1,239 and $18,116 of r evenue, respectively, that was included in the deferred revenue balance as of December 31, 2022. For the three and nine months ended September 30, 2022, the Company recognized $2,406 and $18,848, respectively of revenue that was included in the deferred revenue balance as of December 31, 2021. Disaggregation of Revenue The following tables summarize revenue from contracts with customers for the three and nine months ended September 30, 2023, and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Direct revenue $ 61,575 $ 43,209 $ 162,886 $ 118,364 Indirect revenue 8,683 7,193 24,719 22,123 $ 70,258 $ 50,402 $ 187,605 $ 140,487 Three Months Ended Nine Months Ended 2023 2022 2023 2022 United States $ 40,450 $ 31,127 $ 109,823 $ 87,876 United Kingdom 5,703 3,752 14,729 10,457 Rest of the world 24,105 15,523 63,053 42,154 $ 70,258 $ 50,402 $ 187,605 $ 140,487 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 | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: September 30, December 31, Cloud computing arrangements implementation costs $ 190 $ 624 Other current assets 22 126 $ 212 $ 750 |
Promissory Note from a Member
Promissory Note from a Member | 9 Months Ended |
Sep. 30, 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 were 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, was 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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: September 30, December 31, Income and other taxes payable $ 9,677 $ 5,360 Interest payable 2,705 2,444 Employee compensation and benefits 4,566 813 Lease liability 1,353 1,050 Accrued legal expense 1,415 1,308 Accrued professional service fees 1,025 2,317 CEO make-whole bonus — 1,200 Settlement payable to a former director — 641 Other accrued expenses 1,482 548 $ 22,223 $ 15,681 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt for the Company is comprised of the following: September 30, December 31, Credit Agreement Current $ 24,341 $ 22,152 Non-current 324,436 345,328 348,777 367,480 Less: unamortized debt issuance costs (5,400) (6,852) $ 343,377 $ 360,628 On June 10, 2020, Grindr Gap LLC and Grindr Capital LLC (the "Borrower"), wholly owned indirect subsidiaries of the Company, and the other credit parties and lenders party thereto entered into a credit agreement (the “Original Agreement,” and as subsequently amended, the “Credit Agreement”) which permitted the Borrower to borrow up to $192,000 (the "Original Loan"). On June 13, 2022, a second amendment (the “Second Amendment”) to the Credit Agreement was entered into which allowed the Borrower to borrow an additional $60,000 (the “Second Amendment Loan,” and together with the Original Loan, the "Initial Term Loans"). 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 amounts, $140,800 (the “Supplemental Term Loan I”), and $30,000 (the “Supplemental Term Loan II,” and together with the Supplemental Term Loan I, the “Third Amendment Term Loans”). The Original Loan, Second Amendment Loan, Supplemental Term Loan I and Supplemental Term Loan II are collectively referred to as the Term Loans. On May 12, 2023, the Company, Grindr Group, 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 became guarantors of the borrowings under the Credit Agreement and pledged certain of each entity’s assets as collateral. The Borrower is a direct subsidiary of Grindr Gap LLC, which is a direct subsidiary of Grindr Group. Grindr Group is a direct subsidiary of the Company. Borrowings under the Credit Agreement are guaranteed by the Company, Grindr Group, Grindr Gap, and 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 the Company, Grindr Group and all of the subsidiaries of Legacy Grindr. In addition to quarterly amortization payments as described below, borrowings under the Credit Agreement mature on various dates ranging from May 17, 2024, on which the Supplemental Term Loan II matures, to November 14, 2027. The Borrower may be required to make annual mandatory prepayments under the Credit Agreement equal to a percentage of the Company’s consolidated excess cash flow (as defined in the Credit Agreement) based on the Company's leverage ratio. The Borrower must also make mandatory prepayments upon the occurrence of certain other events. During the nine months ended September 30, 2023, the Company paid $17,442 for principal and interest in May 2023, which included a mandatory prepayment of principal. No mandatory prepayments were required for the three and nine months ended September 30, 2022. The amounts repaid on any of the Term Loans under the Credit Agreement may not be reborrowed. 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 three months ended September 30, 2023, and 2022, the Company did not incur any debt issuance costs in conjunction with the Credit Agreement. For the nine months ended September 30, 2023, and 2022, the Company incurred none and $955 in debt issuance costs in conjunction with the Credit Agreement. The amortization of such debt issuance costs is included in “Interest expense, net” on the condensed consolidated statements of operations and comprehensive loss. Initial Term Loans The Borrower drew the maximum permitted amount under the Original Loan and the Second Amendment Loan at the time of entry into the Original Agreement and the Second Amendment, respectively. The Initial Term Loans are index rate loans or Term Secured Overnight Financing Rate (“Term SOFR”) (as defined in the Credit Agreement) loans, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus an applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 8.0%. The interest rates in effect as of September 30, 2023, and December 31, 2022 were 13.7% and 11.7%, respectively. The prepayment premium on Initial Term Loans is 2.0% of the principal amount prepaid during the first year of the loan plus the payment of all interest that would have been accrued assuming no change in Term SOFR and 2.0% of the principal amount prepaid during the second year of the loan. For the Initial Term Loans, the Borrower is required to make quarterly principal repayments equal to 0.5% of the original principal amount of the relevant loans, with the remaining aggregate principal amount payable on the maturity date of June 10, 2025, for a portion of the Initial Term Loans and the maturity date of November 14, 2027 for the remaining Initial Term Loans. Supplemental Term Loan I On November 14, 2022, the Borrower drew the full amount of the Supplemental Term Loan I. The Supplemental Term Loan I is an index rate loan or Term SOFR loan, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 7.0%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 8.0%. The interest rate in e ffect for Supplemental Facility I as of September 30, 2023, and December 31, 2022, was 13.6% and 12.5%, respectively. The prepayment premium on Supplemental Facility I is 2.0% 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 2.0% 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 Initial Term loans under the existing Credit Agreement or Supplemental Facility II are not repaid on or before their respective maturity dates. Supplemental Term Loan II On November 17, 2022, the Borrower drew the full amount of the Supplemental Term Loan II. The Supplemental Term Loan II is an index rate loan or Term SOFR loan, at the Borrower’s discretion. Index rate loans bear interest at the index rate plus an applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 3.2%. Term SOFR loans bear interest at Term SOFR plus an applicable margin based on the consolidated total leverage ratio. The applicable margin is currently 4.2%, The interest rate in effect for the Supplemental Term Loan II as of September 30, 2023, and December 31, 2022 was 9.8% and 8.7%, respectively. There is no prepayment premium for the Supplemental Term Loan II. For the Supplemental Term Loan II, the Borrower is required to make principal payments equal to a quarter of the original principal amount of the loan on September 30, 2023, and December 31, 2023, with the remaining aggregate principal amount payable on the maturity date of May 17, 2024. 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 Term Loan II is outstanding. If no amount is outstanding under Supplemental Term Loan II, our total leverage ratio must be no greater than 4.75:1.00 prior to and through March 31, 2024 and no greater than 4.25:1.00 thereafter. 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. As such, the Company is required to furnish certain financial information to the lenders, including a financial covenant certification. As of December 31, 2022, the Borrower was in compliance with the financial covenants under the Credit Agreement and as of September 30, 2023, the Company was in compliance with the financial covenants under the Credit Agreement. Fair value |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Company as a lessee The Company has an operating lease for office space. The lease has an original lease period 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 this option to extend the lease. 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 underlying 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 selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 413 $ 413 $ 1,239 $ 1,239 Sublease income (189) (183) (566) (550) Total lease cost $ 224 $ 230 $ 673 $ 689 Supplemental cash flow information related to the lease is as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 1,267 $ 958 Right-of-use assets obtained in exchange for lease liabilities: Lease recognized upon adoption of ASC 842 $ — $ 5,585 Supplemental balance sheet information related to the lease as of September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Assets: Right-of-use assets $ 3,668 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,353 $ 1,050 Lease liability, long-term portion 2,615 3,658 Total operating lease liabilities $ 3,968 $ 4,708 Weighted average remaining operating lease term (years) 2.6 3.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s lease does 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 of lease liabilities as of September 30, 2023, are as follows: Remainder of 2023 $ 417 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 4,567 Less: imputed interest (599) Total lease liabilities $ 3,968 There were no leases with residual value guarantees or executed leases that had not yet commenced as of September 30, 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 September 30, 2023 were as follows: Remainder of 2023 $ 123 2024 649 2025 729 2026 249 Thereafter — $ 1,750 |
Leases | Leases Company as a lessee The Company has an operating lease for office space. The lease has an original lease period 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 this option to extend the lease. 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 underlying 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 selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 413 $ 413 $ 1,239 $ 1,239 Sublease income (189) (183) (566) (550) Total lease cost $ 224 $ 230 $ 673 $ 689 Supplemental cash flow information related to the lease is as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 1,267 $ 958 Right-of-use assets obtained in exchange for lease liabilities: Lease recognized upon adoption of ASC 842 $ — $ 5,585 Supplemental balance sheet information related to the lease as of September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Assets: Right-of-use assets $ 3,668 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,353 $ 1,050 Lease liability, long-term portion 2,615 3,658 Total operating lease liabilities $ 3,968 $ 4,708 Weighted average remaining operating lease term (years) 2.6 3.3 Weighted average operating lease discount rate 11.41% 11.41% The Company’s lease does 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 of lease liabilities as of September 30, 2023, are as follows: Remainder of 2023 $ 417 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 4,567 Less: imputed interest (599) Total lease liabilities $ 3,968 There were no leases with residual value guarantees or executed leases that had not yet commenced as of September 30, 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 September 30, 2023 were as follows: Remainder of 2023 $ 123 2024 649 2025 729 2026 249 Thereafter — $ 1,750 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities In 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 redeemable warrants ("Forward Purchase Warrants") issued pursuant to the Second Amended and Restated Forward Purchase Agreement, dated May 9, 2022, by and between Tiga and the Sponsor ("FPA"), and 2,500,000 redeemable warrants issued pursuant to a backstop commitment under the FPA ("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 referred to 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 September 30, 2023, and December 31, 2022, the Public Warrants and Private Warrants remained outstanding and unexercised. As of September 30, 2023, and December 31, 2022, the Public Warrant and Private Warrants were remeasured to fair value of $29,514 and $17,933, respectively. The change in fair value for the three and nine months ended September 30, 2023, was a loss of $3,362 and $11,581, respectively, recognized in the consolidated statements of operations and comprehensive loss. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 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 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 nine months ended September 30, 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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Expected term (in years) 9.1 years 9.9 years Volatility 70.0 % 65.0 % Risk-free interest rate 4.6 % 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 nine months ended September 30, 2023, was as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 4,555,256 $ 10.10 Granted 1,280,656 $ 6.05 Vested (74,930) $ 8.45 Forfeited (361,135) $ 7.48 Unvested at September 30, 2023 5,399,847 $ 9.34 2020 Plan Stock options The following table summarizes the stock option activity for the nine months ended September 30, 2023: Number of Weighted Outstanding at December 31, 2022 4,705,765 $ 5.15 Exercised (607,274) $ 3.57 Forfeited or expired (1,921,168) $ 5.97 Outstanding at September 30, 2023 2,177,323 $ 4.88 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 nine months ended September 30, 2022. No options were granted under the 2020 Plan for the nine months ended September 30, 2023: Nine Months Ended Expected life of options (in years) (1) 4.57 - 4.61 Expected stock price volatility (2) 56.4% - 60.9% Risk free interest rate (3) 1.4% - 3.1% Expected dividend yield (4) — % Weighted average grant-date fair value per share of stock options granted $2.75 - $5.81 Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) $4.20 - $7.93 (1) The expected term of the awards 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 and nine months ended September 30, 2023, and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Selling, general and administrative expenses $ 3,639 $ 9,435 $ 9,809 $ 22,870 Product development expenses 9 251 785 483 $ 3,648 $ 9,686 $ 10,594 $ 23,353 |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 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. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss and comprehensive loss $ (437) $ (4,657) $ (11,005) $ (4,458) Denominator: Basic and diluted weighted average shares of common shares outstanding 174,113,605 155,863,725 173,871,888 155,705,031 Net loss per share: Basic $ 0.00 $ (0.03) $ (0.06) $ (0.03) Diluted $ 0.00 $ (0.03) $ (0.06) $ (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 per share and comprehensive loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options issued under 2020 Plan 2,177,323 1,398,010 2,177,323 2,287,107 Time-based RSUs 5,399,847 — 5,399,847 — Public and Private Warrants 37,360,000 — 37,360,000 — |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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: September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 15,342 $ 15,342 $ — $ — U.S. treasury bonds 10,590 10,590 — — $ 25,932 $ 25,932 $ — $ — Liabilities: Executive Market Condition Awards $ 5,516 $ — $ — $ 5,516 Common stock warrant liabilities 29,514 14,852 14,662 — $ 35,030 $ 14,852 $ 14,662 $ 5,516 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 and U.S. treasury bonds The money market funds and U.S. treasury bonds 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. 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 5,828 5,753 11,581 Fair value as of September 30, 2023 $ 14,852 $ 14,662 $ 29,514 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Prior to the closing of the Business Combination, for the three and nine months ended September 30, 2022, the Company paid advisor fees and out-of-pocket expenses amounting to $175 and $606, respectively, to two individuals who held ownership interest in Legacy Grindr and are stockholders of the Company. The two individuals were appointed to the Board upon the consummation of the Business Combination, and the advisory agreement was terminated upon their appointment to the Board concurrent with the consummation of the Business Combination. For the three and nine months ended September 30, 2023, the Company paid outstanding advisor fees amounting to $350, respectively, and $97 was forgiven. All fees related to advisor service related to Legacy Grindr. See Note 4 and Note 9 for additional related party transactions with Catapult GP II and Catapult Goliath. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and December 31, 2022, there were no amounts accrued that the Company believes would be material to its financial position. Other commitments have not materially changed since December 31, 2022. In January 2020, the Norwegian Consumer Council (“NCC”) submitted complaints to the Norwegian Data Protection Authority (“NDPA”) under Article 77(1) of the General Data Protection Regulation (“GDPR”) against Grindr LLC, a wholly-owned subsidiary of the Company and other parties. The complaints reference a report entitled “Out Of Control: How consumers are exploited by the online advertising industry.” The NCC argued that (1) Grindr LLC lacks valid consent for data sharing, (2) Grindr LLC shares personal data under Article 9 and does not have a legal basis for processing personal data under Article 9, and (3) Grindr LLC does not provide clear information about data sharing, which infringes the principle of transparency in Article (5)(1)(a) GDPR. In January 2021, the NDPA sent Grindr LLC an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $9,370 using the exchange rate as of September 30, 2023) for an alleged infringement of the GDPR. This was notice of a proposed fine to which Grindr LLC was entitled to respond before the NDPA made a final decision. The NDPA alleged (i) that Grindr LLC disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) that Grindr LLC disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr LLC responded to the Advance notification on March 8, 2021, to contest the draft findings and fine. A redacted copy of Grindr LLC’s response was made public. In December 2021, the NDPA issued a reduced administrative fine against Grindr LLC in the amount of 65,000 NOK (the equivalent of approximately $6,090 using the exchange rate as of September 30, 2023), with an extended deadline for Grindr LLC to appeal through February 14, 2022. On February 14, 2022, Grindr LLC filed an appeal brief with the NDPA. On July 5, 2022, NDPA requested additional documentation from Grindr LLC, specifically regarding whether ad tech partners have deleted any data received from Grindr for advertising purposes. On August 3, 2022, Grindr LLC provided the NDPA with evidence documenting the Company's standard practice of directing terminated ad tech partners to delete any remaining Grindr user data they may have. On November 24, 2022, Grindr Group and Kunlun Grindr Holdings Limited ("Kunlun") entered into an escrow agreement providing for Grindr Group's access to $6,500 of funds for the total amount payable, if any, by Grindr LLC following Grindr LLC's appeal of the NDPA's decision to the NDPA and, as applicable to the Norwegian Privacy Appeals Board (the "NPAB"). On December 7, 2022, the NDPA upheld the reduced administrative fine against Grindr LLC and the appeal was sent to the NPAB for further consideration. On February 10, 2023, Grindr LLC submitted its response. On September 29, 2023, the NPAB issued its decision to uphold the NDPA's decision and fine of 65,000 NOK. On October 10, 2023, Grindr Group received $5,929 from the escrow account with Kunlun, (the equivalent of approximately 65,000 NOK using the exchange rate as of October 3, 2023). On October 27, 2023, Grindr LLC filed suit in Oslo District Court to overturn the NPAB's decision, including to eliminate the fine. At this time, Grindr is not able to reasonably estimate the likelihood or amount of any fine that Grindr LLC may ultimately be required to pay. In December 2020, Grindr LLC 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 LLC 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. On July 5, 2022, Grindr LLC filed a motion to determine the governing law. On December 22, 2022, Grindr LLC filed its response over the class certification, which opposes class certification and included both employee and expert opinions. The Company 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 LLC will incur a loss, (ii) if a loss is incurred, what the amount of that loss may be, and (iii) whether Grindr LLC may determine to appeal or further contest the loss. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 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. In 2020, in response to the coronavirus ("COVID-19") pandemic, the Company adopted a remote-first working policy. In the second quarter of 2023, Grindr leadership decided that the Company would move to a hybrid work model involving a return to in-office work, and in August 2023, the Company announced the adoption of a multi-phase return-to-office plan (the “RTO Plan”). The RTO Plan provides employees with a one-time relocation package to support relocation to offices where their respective teams are based, or severance packages for employees who choose not to relocate or participate in the RTO Plan. In October 2023, the Company announced the second phase of the RTO Plan. The expense related to the RTO Plan expected to be incurred in the fourth quarter of 2023 is less than $2,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The Business Combination was 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 was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the "Board"), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr, and being responsible for the Company's day-to-day operations and strategy. 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 and nine months ended September 30, 2023, are not necessarily indicative of the results expected for the full year ending December 31, 2023. |
Consolidation | Basis of Presentation and Consolidation The Business Combination was 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 was treated as the acquired company for financial reporting purposes. This determination was primarily based on (i) the Legacy Grindr unitholders having a relative majority of the voting power of Grindr, (ii) Legacy Grindr unitholders having the ability to nominate the majority of the members of the board of directors of the Company (the "Board"), and (iii) Legacy Grindr senior management comprising the senior management roles of Grindr, and being responsible for the Company's day-to-day operations and strategy. 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 and nine months ended September 30, 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 and U.S. treasury bonds — The carrying amount of money market funds and U.S. treasury bonds 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 and cash equivalents, accounts receivable, accounts payable, and 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, premium add-ons 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 and premium add-ons to access premium features. 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 initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a la carte, basis. Premium features are activated upon purchase and are available for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon purchase of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers 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. 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 platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed in the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements in the Grindr platform. 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 | Accounts Receivable, net of allowance for credit lossesThe majority of app users access the Company’s services through Apple’s App Store and Google Play. 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 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. |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables summarize revenue from contracts with customers for the three and nine months ended September 30, 2023, and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Direct revenue $ 61,575 $ 43,209 $ 162,886 $ 118,364 Indirect revenue 8,683 7,193 24,719 22,123 $ 70,258 $ 50,402 $ 187,605 $ 140,487 Three Months Ended Nine Months Ended 2023 2022 2023 2022 United States $ 40,450 $ 31,127 $ 109,823 $ 87,876 United Kingdom 5,703 3,752 14,729 10,457 Rest of the world 24,105 15,523 63,053 42,154 $ 70,258 $ 50,402 $ 187,605 $ 140,487 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: September 30, December 31, Cloud computing arrangements implementation costs $ 190 $ 624 Other current assets 22 126 $ 212 $ 750 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, December 31, Income and other taxes payable $ 9,677 $ 5,360 Interest payable 2,705 2,444 Employee compensation and benefits 4,566 813 Lease liability 1,353 1,050 Accrued legal expense 1,415 1,308 Accrued professional service fees 1,025 2,317 CEO make-whole bonus — 1,200 Settlement payable to a former director — 641 Other accrued expenses 1,482 548 $ 22,223 $ 15,681 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt for the Company is comprised of the following: September 30, December 31, Credit Agreement Current $ 24,341 $ 22,152 Non-current 324,436 345,328 348,777 367,480 Less: unamortized debt issuance costs (5,400) (6,852) $ 343,377 $ 360,628 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | Components of lease cost included in selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 413 $ 413 $ 1,239 $ 1,239 Sublease income (189) (183) (566) (550) Total lease cost $ 224 $ 230 $ 673 $ 689 Supplemental cash flow information related to the lease is as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 1,267 $ 958 Right-of-use assets obtained in exchange for lease liabilities: Lease recognized upon adoption of ASC 842 $ — $ 5,585 |
Schedule of Assets And Liabilities, Lessee | Supplemental balance sheet information related to the lease as of September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Assets: Right-of-use assets $ 3,668 $ 4,535 Liabilities: Accrued expenses and other current liabilities $ 1,353 $ 1,050 Lease liability, long-term portion 2,615 3,658 Total operating lease liabilities $ 3,968 $ 4,708 Weighted average remaining operating lease term (years) 2.6 3.3 Weighted average operating lease discount rate 11.41% 11.41% |
Schedule of Future Minimum Lease Commitments | The Company’s lease does 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 of lease liabilities as of September 30, 2023, are as follows: Remainder of 2023 $ 417 2024 1,746 2025 1,799 2026 605 Thereafter — Total lease payments $ 4,567 Less: imputed interest (599) Total lease liabilities $ 3,968 |
Schedule of Future Non-Cancelable Rent Payments | Future non-cancelable rent payments from the Company's sublease tenant as of September 30, 2023 were as follows: Remainder of 2023 $ 123 2024 649 2025 729 2026 249 Thereafter — $ 1,750 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Expected term (in years) 9.1 years 9.9 years Volatility 70.0 % 65.0 % Risk-free interest rate 4.6 % 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 nine months ended September 30, 2022. No options were granted under the 2020 Plan for the nine months ended September 30, 2023: Nine Months Ended Expected life of options (in years) (1) 4.57 - 4.61 Expected stock price volatility (2) 56.4% - 60.9% Risk free interest rate (3) 1.4% - 3.1% Expected dividend yield (4) — % Weighted average grant-date fair value per share of stock options granted $2.75 - $5.81 Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) $4.20 - $7.93 (1) The expected term of the awards 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 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 nine months ended September 30, 2023, was as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 4,555,256 $ 10.10 Granted 1,280,656 $ 6.05 Vested (74,930) $ 8.45 Forfeited (361,135) $ 7.48 Unvested at September 30, 2023 5,399,847 $ 9.34 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2023: Number of Weighted Outstanding at December 31, 2022 4,705,765 $ 5.15 Exercised (607,274) $ 3.57 Forfeited or expired (1,921,168) $ 5.97 Outstanding at September 30, 2023 2,177,323 $ 4.88 |
Summary of the Components of Total Stock-Based Compensation Expense | The following table summarizes stock-based compensation expenses for the three and nine months ended September 30, 2023, and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Selling, general and administrative expenses $ 3,639 $ 9,435 $ 9,809 $ 22,870 Product development expenses 9 251 785 483 $ 3,648 $ 9,686 $ 10,594 $ 23,353 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computations of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted loss per share: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss and comprehensive loss $ (437) $ (4,657) $ (11,005) $ (4,458) Denominator: Basic and diluted weighted average shares of common shares outstanding 174,113,605 155,863,725 173,871,888 155,705,031 Net loss per share: Basic $ 0.00 $ (0.03) $ (0.06) $ (0.03) Diluted $ 0.00 $ (0.03) $ (0.06) $ (0.03) |
Schedule of 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 per share and comprehensive loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options issued under 2020 Plan 2,177,323 1,398,010 2,177,323 2,287,107 Time-based RSUs 5,399,847 — 5,399,847 — Public and Private Warrants 37,360,000 — 37,360,000 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds $ 15,342 $ 15,342 $ — $ — U.S. treasury bonds 10,590 10,590 — — $ 25,932 $ 25,932 $ — $ — Liabilities: Executive Market Condition Awards $ 5,516 $ — $ — $ 5,516 Common stock warrant liabilities 29,514 14,852 14,662 — $ 35,030 $ 14,852 $ 14,662 $ 5,516 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 Warrant 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 5,828 5,753 11,581 Fair value as of September 30, 2023 $ 14,852 $ 14,662 $ 29,514 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment mobileAppStore | Sep. 30, 2022 USD ($) | 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 | mobileAppStore | 2 | |||||
Accounts receivable, net of allowances | $ 32,311 | $ 32,311 | $ 22,435 | $ 17,885 | ||
Deferred revenue | 19,147 | 19,147 | $ 18,586 | $ 20,077 | ||
Deferred revenue recognized | $ 1,239 | $ 2,406 | $ 18,116 | $ 18,848 | ||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Performance obligation, subscription period | 7 days | |||||
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 70,258 | $ 50,402 | $ 187,605 | $ 140,487 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40,450 | 31,127 | 109,823 | 87,876 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,703 | 3,752 | 14,729 | 10,457 |
Rest of the world | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,105 | 15,523 | 63,053 | 42,154 |
Direct revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 61,575 | 43,209 | 162,886 | 118,364 |
Indirect revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 8,683 | $ 7,193 | $ 24,719 | $ 22,123 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cloud computing arrangements implementation costs | $ 190 | $ 624 |
Other current assets | 22 | 126 |
Other current assets, Total | $ 212 | $ 750 |
Promissory Note from a Member (
Promissory Note from a Member (Details) - USD ($) | Apr. 27, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Note | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Face value of promissory note | $ 30,000,000 | ||
Repayment period of promissory note | 10 years | ||
Interest rate on promissory note | 10% | ||
Amount outstanding on promissory note | $ 0 | $ 19,071,000 | |
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 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Income and other taxes payable | $ 9,677 | $ 5,360 |
Interest payable | 2,705 | 2,444 |
Employee compensation and benefits | 4,566 | 813 |
Lease liability | 1,353 | 1,050 |
Accrued legal expense | 1,415 | 1,308 |
Accrued professional service fees | 1,025 | 2,317 |
CEO make-whole bonus | 0 | 1,200 |
Settlement payable to a former director | 0 | 641 |
Other accrued expenses | 1,482 | 548 |
Accrued expenses and other current liabilities | $ 22,223 | $ 15,681 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Credit Agreement | ||
Current | $ 24,341 | $ 22,152 |
Non-current | 319,036 | 338,476 |
Less: unamortized debt issuance costs | (5,400) | (6,852) |
Long-term debt, net | 343,377 | 360,628 |
Line of Credit | Credit Agreement | ||
Credit Agreement | ||
Current | 24,341 | 22,152 |
Non-current | 324,436 | 345,328 |
Long-term debt, gross | $ 348,777 | $ 367,480 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 12, 2023 | Nov. 17, 2022 | Nov. 14, 2022 USD ($) | Jun. 10, 2022 | Jun. 10, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 13, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Payment of debt issuance costs | $ 0 | $ 955,000 | |||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 0 | $ 17,442,000 | 0 | ||||||||
Effective interest rate | 13.70% | 13.70% | 11.70% | ||||||||
Line of Credit | Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 192,000,000 | ||||||||||
Increase in borrowing capacity | $ 60,000,000 | ||||||||||
Premium percentage on principal repayment | 2% | ||||||||||
Payment of debt issuance costs | $ 0 | $ 0 | $ 0 | $ 955,000 | |||||||
Prepayment penalty, year one | 2% | ||||||||||
Prepayment penalty, year two | 2% | ||||||||||
Percentage of mandatory repayment of principal amount | 0.50% | ||||||||||
Fair value | $ 360,231,000 | $ 360,231,000 | $ 394,785,000 | ||||||||
Line of Credit | Credit Agreement | Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 4.50 | ||||||||||
Line of Credit | Credit Agreement | Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 4.75 | ||||||||||
Line of Credit | Credit Agreement | Period Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 4.25 | ||||||||||
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 | Supplemental Term Loan I | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment penalty, year one | 2% | ||||||||||
Prepayment penalty, year two | 2% | ||||||||||
Line of Credit | Supplemental Term Loan I | Index Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate | 7% | ||||||||||
Line of Credit | Supplemental Term Loan I | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate | 8% | ||||||||||
Line of Credit | Supplemental Term Loan I | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | $ 140,800,000 | ||||||||||
Interest rate during period | 13.60% | 12.50% | |||||||||
Periodic payment | 704,000 | ||||||||||
Line of Credit | Supplemental Term Loan II | Index Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate | 3.20% | ||||||||||
Line of Credit | Supplemental Term Loan II | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate | 4.20% | ||||||||||
Line of Credit | Supplemental Term Loan II | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | $ 30,000,000 | ||||||||||
Interest rate during period | 9.80% | 8.70% |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 413 | $ 413 | $ 1,239 | $ 1,239 |
Sublease income | (189) | (183) | (566) | (550) |
Total lease cost | $ 224 | $ 230 | $ 673 | $ 689 |
Leases - Schedule of Supplement
Leases - Schedule of Supplement Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 1,267 | $ 958 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Right-of-use assets | $ 3,668 | $ 4,535 |
Liabilities: | ||
Accrued expenses and other current liabilities | $ 1,353 | $ 1,050 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Lease liability, long-term portion | $ 2,615 | $ 3,658 |
Total operating lease liabilities | $ 3,968 | $ 4,708 |
Weighted average remaining operating lease term (years) | 2 years 7 months 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 417 | |
2024 | 1,746 | |
2025 | 1,799 | |
2026 | 605 | |
Thereafter | 0 | |
Total lease payments | 4,567 | |
Less: imputed interest | (599) | |
Total lease liabilities | $ 3,968 | $ 4,708 |
Leases - Schedule of Future Non
Leases - Schedule of Future Non-Cancelable Rent Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 123 |
2024 | 649 |
2025 | 729 |
2026 | 249 |
Thereafter | 0 |
Payments to be received | $ 1,750 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Nov. 18, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 24, 2020 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 37,360,000 | ||||||
Stock trigger price (in dollars per share) | $ 18 | ||||||
Warrant liability | $ 29,514 | $ 29,514 | $ 17,933 | ||||
Change in fair value of warrant liability | $ 3,362 | $ 0 | 11,581 | $ 0 | |||
Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 18,560,000 | ||||||
Number of securities called by each warrant (in shares) | 1 | ||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||
Warrants, exercisable period | 30 days | ||||||
Warrants, term | 5 years | ||||||
Change in fair value of warrant liability | 5,753 | ||||||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 13,800,000 | ||||||
Number of securities called by each warrant (in shares) | 1 | ||||||
Warrant exercise price (in USD per share) | $ 11.50 | ||||||
Warrants, exercisable period | 30 days | ||||||
Warrants, term | 5 years | ||||||
Change in fair value of warrant liability | $ 5,828 | ||||||
Forward Purchase Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 2,500,000 | ||||||
Backstop Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 2,500,000 | ||||||
Tiga | Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 13,800,000 | ||||||
Tiga | Sponsor | Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants (in shares) | 18,560,000 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 18, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Capitalized compensation expense | $ 51 | $ 54 | $ 189 | $ 108 | |
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 | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, options, granted (in shares) | 0 | ||
Restricted Stock Units, Market Condition Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 9 years 1 month 6 days | 9 years 10 months 24 days | |
Volatility | 70% | 65% | |
Risk-free interest rate | 4.60% | 3.80% | |
Dividend yield | 0% | 0% | |
Stock Options | 2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected stock price volatility, minimum | 56.40% | ||
Expected stock price volatility, maximum | 60.90% | ||
Risk free interest rate, minimum | 1.40% | ||
Risk free interest rate, maximum | 3.10% | ||
Dividend yield | 0% | ||
Stock Options | 2020 Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 6 months 25 days | ||
Weighted average grant-date fair value per unit options granted (in USD per share) | $ 2.75 | ||
Stock Options | 2020 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 7 months 9 days | ||
Weighted average grant-date fair value per unit options granted (in USD per share) | $ 5.81 | ||
Stock Options | 2020 Plan | Legacy Grindr | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) (in USD per share) | 4.20 | ||
Stock Options | 2020 Plan | Legacy Grindr | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value per common stock of Legacy Grindr (adjusted by the Exchange Ratio) (in USD per share) | $ 7.93 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Restricted Stock Units (Details) - Time-based RSUs | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 4,555,256 |
Granted (in shares) | shares | 1,280,656 |
Vested (in shares) | shares | (74,930) |
Forfeited (in shares) | shares | (361,135) |
Ending balance (in shares) | shares | 5,399,847 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 10.10 |
Granted (in USD per share) | $ / shares | 6.05 |
Vested (in USD per share) | $ / shares | 8.45 |
Forfeited (in USD per share) | $ / shares | 7.48 |
Ending balance (in USD per share) | $ / shares | $ 9.34 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock Option Activity (Details) - 2020 Plan | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 4,705,765 |
Exercised (in shares) | shares | (607,274) |
Forfeited or expired (in shares) | shares | (1,921,168) |
Outstanding, ending balance (in shares) | shares | 2,177,323 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 5.15 |
Exercised (in USD per share) | $ / shares | 3.57 |
Forfeited or expired (in USD per share) | $ / shares | 5.97 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 4.88 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total unit-based compensation expense | $ 3,648 | $ 9,686 | $ 10,594 | $ 23,353 |
Selling, general and administrative expenses | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total unit-based compensation expense | 3,639 | 9,435 | 9,809 | 22,870 |
Product development expenses | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total unit-based compensation expense | $ 9 | $ 251 | $ 785 | $ 483 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 1,272 | $ 3,474 | $ 2,724 | $ 3,727 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computations of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net loss | $ (437) | $ 22,331 | $ (32,899) | $ (4,657) | $ (4,302) | $ 4,501 | $ (11,005) | $ (4,458) |
Comprehensive loss | $ (437) | $ (4,657) | $ (11,005) | $ (4,458) | ||||
Denominator: | ||||||||
Basic weighted average shares of common shares outstanding (in shares) | 174,113,605 | 155,863,725 | 173,871,888 | 155,705,031 | ||||
Diluted weighted average shares of common shares outstanding (in shares) | 174,113,605 | 155,863,725 | 173,871,888 | 155,705,031 | ||||
Net loss per share: | ||||||||
Basic (in USD per share) | $ 0 | $ (0.03) | $ (0.06) | $ (0.03) | ||||
Diluted (in USD per share) | $ 0 | $ (0.03) | $ (0.06) | $ (0.03) |
Net Loss Per Share - Shares Exc
Net Loss Per Share - Shares Excluded from Computation of Diluted Net (Loss) and Comprehensive Income (Loss) per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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) | 2,177,323 | 1,398,010 | 2,177,323 | 2,287,107 |
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) | 5,399,847 | 0 | 5,399,847 | 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 | 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Assets measured at fair value | $ 25,932 | |
Liabilities: | ||
Executive Market Condition Awards | 5,516 | $ 4,129 |
Common stock warrant liabilities | 29,514 | 17,933 |
Liabilities measured at fair value | 35,030 | 22,062 |
Money market funds | ||
Assets: | ||
Cash and cash equivalents | 15,342 | 4,085 |
U.S. treasury bonds | ||
Assets: | ||
Cash and cash equivalents | 10,590 | |
Level 1 | ||
Assets: | ||
Assets measured at fair value | 25,932 | |
Liabilities: | ||
Executive Market Condition Awards | 0 | 0 |
Common stock warrant liabilities | 14,852 | 9,024 |
Liabilities measured at fair value | 14,852 | 9,024 |
Level 1 | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 15,342 | 4,085 |
Level 1 | U.S. treasury bonds | ||
Assets: | ||
Cash and cash equivalents | 10,590 | |
Level 2 | ||
Assets: | ||
Assets measured at fair value | 0 | |
Liabilities: | ||
Executive Market Condition Awards | 0 | 0 |
Common stock warrant liabilities | 14,662 | 8,909 |
Liabilities measured at fair value | 14,662 | 8,909 |
Level 2 | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | U.S. treasury bonds | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Level 3 | ||
Assets: | ||
Assets measured at fair value | 0 | |
Liabilities: | ||
Executive Market Condition Awards | 5,516 | 4,129 |
Common stock warrant liabilities | 0 | 0 |
Liabilities measured at fair value | 5,516 | 4,129 |
Level 3 | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | $ 0 |
Level 3 | U.S. treasury bonds | ||
Assets: | ||
Cash and cash equivalents | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Warrant Liability [Roll Forward] | ||||
Fair value as of December 31, 2022 | $ 17,933 | |||
Change in fair value of warrant liability | $ 3,362 | $ 0 | 11,581 | $ 0 |
Fair value as of September 30, 2023 | 29,514 | 29,514 | ||
Public Warrants | ||||
Fair Value, Warrant Liability [Roll Forward] | ||||
Fair value as of December 31, 2022 | 9,024 | |||
Change in fair value of warrant liability | 5,828 | |||
Fair value as of September 30, 2023 | 14,852 | 14,852 | ||
Private Warrants | ||||
Fair Value, Warrant Liability [Roll Forward] | ||||
Fair value as of December 31, 2022 | 8,909 | |||
Change in fair value of warrant liability | 5,753 | |||
Fair value as of September 30, 2023 | $ 14,662 | $ 14,662 |
Related Parties (Details)
Related Parties (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) individual | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) individual | |
Related Party Transactions [Abstract] | ||||
Advisor fees and out-of-pocket expenses | $ 350 | $ 175 | $ 350 | $ 606 |
Number of individuals holding ownership interest | individual | 2 | 2 | ||
Advisor fees forgiven | $ 97 | $ 97 |
Commitments and Contingencies (
Commitments and Contingencies (Details) kr in Thousands, $ in Thousands | 1 Months Ended | |||||||
Oct. 10, 2023 NOK (kr) | Oct. 10, 2023 USD ($) | Sep. 29, 2023 NOK (kr) | Dec. 31, 2021 NOK (kr) | Dec. 31, 2021 USD ($) | Jan. 31, 2021 NOK (kr) | Jan. 31, 2021 USD ($) | Nov. 24, 2022 USD ($) | |
Other Commitments [Line Items] | ||||||||
Escrow | $ | $ 6,500 | |||||||
NDPA | ||||||||
Other Commitments [Line Items] | ||||||||
Amount of litigation fine | kr | kr 65 | |||||||
Kunlun | Subsequent Event | ||||||||
Other Commitments [Line Items] | ||||||||
Litigation amount received from escrow | kr 65 | $ 5,929 | ||||||
NDPA | ||||||||
Other Commitments [Line Items] | ||||||||
Amount of administrative fine imposed | kr 100,000 | $ 9,370 | ||||||
Reduced to administrative fine imposed | kr 65 | $ 6,090 |
Subsequent Events (Details)
Subsequent Events (Details) kr in Thousands, $ in Thousands | Oct. 10, 2023 NOK (kr) | Oct. 10, 2023 USD ($) | Sep. 29, 2023 NOK (kr) | Oct. 31, 2023 USD ($) |
NDPA | ||||
Subsequent Event [Line Items] | ||||
Amount of litigation fine | kr | kr 65 | |||
Subsequent Event | Kunlun | ||||
Subsequent Event [Line Items] | ||||
Litigation amount received from escrow | kr 65 | $ 5,929 | ||
Subsequent Event | RTO Plan | ||||
Subsequent Event [Line Items] | ||||
RTO related expenses expected to be incurred | $ | $ 2,000 |