Bumble Inc. [BMBL] Filings

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40054

Bumble Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware	85-3604367
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1105 West 41st Street Austin, Texas	78756
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 696-1409

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		BMBL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2023, Bumble Inc. had 136,751,357 shares of Class A common stock, par value $0.01 per share, outstanding and 20 shares of Class B common stock, par value $0.01 per share, outstanding.

 

 

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SPECIAL NOTE REGARDING Forward-Looking Statements

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of management of Bumble Inc. with respect to, among other things, its operations, its financial performance, its industry, and its business. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipates,” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the following:

For more information regarding these and other risks and uncertainties that we face, see Part I, “Item 1A—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). These factors should not be construed as exhaustive and we caution you that the important factors referenced above may not contain all of the factors that are important to you. Bumble Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

Website and Social Media Disclosure

We use our websites (www.bumble.com and ir.bumble.com) and at times our corporate X account (formerly known as Twitter) (www.twitter.com/bumble) and LinkedIn (www.linkedin.com/company/bumble) to distribute company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Bumble when you enroll your e-mail address by visiting the “E-mail Alerts” section of our website

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at ir.bumble.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.

Certain Definitions

As used in this Quarterly Report, unless otherwise noted or the context requires otherwise:

 

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Table of Contents

 

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Operations	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Unaudited Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	51
Item 5.	Other Information	52
Item 6.	Exhibits	53
	Signatures	54

 

 

 

 

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

Bumble Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

(Unaudited)

 

		September 30, 2023				December 31, 2022
ASSETS
Cash and cash equivalents		$	439,184			$	402,559
Accounts receivable, net			102,007				66,930
Other current assets			42,952				31,882
Total current assets			584,143				501,371
Right-of-use assets			15,537				17,419
Property and equipment, net			13,589				14,467
Goodwill			1,584,062				1,579,770
Intangible assets, net			1,495,791				1,524,428
Deferred tax assets, net			32,379				24,050
Other noncurrent assets			7,692				31,116
Total assets		$	3,733,193			$	3,692,621
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable		$	5,351			$	3,367
Deferred revenue			49,305				46,108
Accrued expenses and other current liabilities			136,471				156,443
Current portion of long-term debt, net			5,750				5,750
Total current liabilities			196,877				211,668
Long-term debt, net			616,179				619,223
Deferred tax liabilities, net			8,766				8,077
Payable to related parties pursuant to a tax receivable agreement			416,754				385,486
Other long-term liabilities			14,458				14,588
Total liabilities			1,253,034				1,239,042
Commitments and contingencies (Note 14)
Shareholders’ equity:
Class A common stock (par value $0.01 per share, 6,000,000,000 shares authorized; 138,003,587 shares issued and 136,683,215 shares outstanding as of September 30, 2023; 129,774,299 shares issued and outstanding as of December 31, 2022)			1,380				1,298
Class B common stock (par value $0.01 per share, 1,000,000 shares authorized; 20 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)			—				—
Preferred stock (par value $0.01; authorized 600,000,000 shares; no shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)			—				—
Additional paid-in capital			1,750,233				1,691,911
Treasury stock (1,320,372 and no shares as of September 30, 2023 and December 31, 2022, respectively)			(15,743	)			—
Accumulated deficit			(118,058	)			(139,871	)
Accumulated other comprehensive income			71,911				74,477
Total Bumble Inc. shareholders’ equity			1,689,723				1,627,815
Noncontrolling interests			790,436				825,764
Total shareholders’ equity			2,480,159				2,453,579
Total liabilities and shareholders’ equity		$	3,733,193			$	3,692,621

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Bumble Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share information)

(Unaudited)

 

		Three Months Ended September 30, 2023				Three Months Ended September 30, 2022				Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
Revenue		$	275,510			$	232,639			$	778,193			$	661,875
Operating costs and expenses:
Cost of revenue			80,049				64,581				227,366				181,702
Selling and marketing expense			68,848				64,316				197,767				180,628
General and administrative expense			48,577				27,265				141,706				100,061
Product development expense			30,909				28,378				100,294				81,054
Depreciation and amortization expense			17,127				19,755				50,825				73,835
Total operating costs and expenses			245,510				204,295				717,958				617,280
Operating earnings (loss)			30,000				28,344				60,235				44,595
Interest income (expense), net			(5,256	)			(6,866	)			(16,585	)			(18,446	)
Other income (expense), net			252				6,545				(6,278	)			24,729
Income (loss) before income taxes			24,996				28,023				37,372				50,878
Income tax benefit (provision)			(1,872	)			(1,618	)			(7,228	)			(5,756	)
Net earnings (loss)			23,124				26,405				30,144				45,122
Net earnings (loss) attributable to noncontrolling interests			6,453				8,342				8,331				14,298
Net earnings (loss) attributable to Bumble Inc. shareholders		$	16,671			$	18,063			$	21,813			$	30,824
Net earnings (loss) per share attributable to Bumble Inc. shareholders
Basic earnings (loss) per share		$	0.12			$	0.14			$	0.16			$	0.24
Diluted earnings (loss) per share		$	0.12			$	0.14			$	0.16			$	0.23

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Bumble Inc.

Condensed Consolidated Statements of Comprehensive Operations

(In thousands)

(Unaudited)

 

		Three Months Ended September 30, 2023				Three Months Ended September 30, 2022				Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
Net earnings (loss)		$	23,124			$	26,405			$	30,144			$	45,122
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment			(9,283	)			(14,220	)			(3,558	)			(24,398	)
Total other comprehensive income (loss), net of tax			(9,283	)			(14,220	)			(3,558	)			(24,398	)
Comprehensive income (loss)			13,841				12,185				26,586				20,724
Comprehensive income (loss) attributable to noncontrolling interests			3,865				4,051				7,339				6,428
Comprehensive income (loss) attributable to Bumble Inc. shareholders		$	9,976			$	8,134			$	19,247			$	14,296

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended September 30, 2023

(In thousands, except per share amounts)

(Unaudited)

 

	Class A Common Stock						Class B Common Stock						Additional Paid-in			Treasury Stock						Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Shareholders'			Noncontrolling			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Shares			Amount			Deficit			Income			Equity			Interests			Equity
Balance as of June 30, 2023		137,771,696		$	1,378			20		$	—		$	1,735,792			1,320,372		$	(15,743	)	$	(134,729	)	$	78,606		$	1,665,304		$	781,028		$	2,446,332
Net earnings (loss)		—			—			—			—			—			—			—			16,671			—			16,671			6,453			23,124
Stock-based compensation expense		—			—			—			—			16,177			—			—			—			—			16,177			6,255			22,432
Cancellation of restricted shares		(6,864	)					—			—			—			—			—			—			—			—			—			—
Restricted stock units issued, net of shares withheld for taxes		225,029			2			—			—			(1,736	)		—			—			—			—			(1,734	)		(666	)		(2,400	)
Exchange of Common Units for Class A common stock		13,726			—			—			—			—			—			—			—			—			—			—			—
Distribution to noncontrolling interest holders		—			—			—			—			—			—			—			—			—			—			(46	)		(46	)
Other comprehensive loss, net of tax		—			—			—			—			—			—			—			—			(6,695	)		(6,695	)		(2,588	)		(9,283	)
Balance as of September 30, 2023		138,003,587		$	1,380			20		$	—		$	1,750,233			1,320,372		$	(15,743	)	$	(118,058	)	$	71,911		$	1,689,723		$	790,436		$	2,480,159

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

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Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Three months ended September 30, 2022

(In thousands, except per share amounts)

(Unaudited)

 

	Class A Common Stock						Class B Common Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Shareholders'			Noncontrolling			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Income			Equity			Interests			Equity
Balance as of June 30, 2022		129,559,112		$	1,296			20		$	—		$	1,623,562		$	(47,364	)	$	72,004		$	1,649,498		$	863,707		$	2,513,205
Net earnings (loss)		—			—			—			—			—			18,063			—			18,063			8,342			26,405
Stock-based compensation expense		—			—			—			—			38,072			—			—			38,072			—			38,072
Cancellation of restricted shares		(3,329	)		—			—			—			(45	)		—			—			(45	)		45			—
Restricted stock units issued, net of shares withheld for taxes		89,909			1			—			—			(179	)		—			—			(178	)		(980	)		(1,158	)
Other comprehensive loss, net of tax		—			—			—			—			—			—			(9,929	)		(9,929	)		(4,291	)		(14,220	)
Balance as of September 30, 2022		129,645,692		$	1,297			20		$	—		$	1,661,410		$	(29,301	)	$	62,075		$	1,695,481		$	866,823		$	2,562,304

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Bumble Inc.

Condensed Consolidated Statements of Changes in Equity

Nine months ended September 30, 2023

(In thousands, except per share amounts)

(Unaudited)

 

	Class A Common Stock						Class B Common Stock						Additional Paid-in			Treasury Stock						Accumulated			Accumulated Other Comprehensive			Total Bumble Inc. Shareholders'			Noncontrolling			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Shares			Amount			Deficit			Income			Equity			Interests			Equity
Balance as of December 31, 2022		129,774,299		$	1,298			20		$	—		$	1,691,911			—		$	—		$	(139,871	)	$	74,477		$	1,627,815		$	825,764		$	2,453,579
Net earnings (loss)		—			—			—			—			—			—			—			21,813			—			21,813			8,331			30,144
Stock-based compensation expense		—			—			—			—			(5,333	)		—			—			—			—			(5,333	)		91,258			85,925
Impact of Tax Receivable Agreement due to exchanges of Common Units		—			—			—			—			(31,389	)		—			—			—			—			(31,389	)		—			(31,389	)
Cancellation of restricted shares		(8,693	)		—			—			—			(27	)		—			—			—			—			(27	)		27			—
Restricted stock units issued, net of shares withheld for taxes