Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38252 | |
Entity Registrant Name | Spark Networks SE | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State or Country Code | 2M | |
Entity Address, Address Line One | Kohlfurter Straße 41/43 | |
Entity Address, City or Town | Berlin | |
Entity Address, Country | DE | |
Entity Address, Postal Zip Code | 10999 | |
Country Region | +49 | |
City Area Code | 30 | |
Local Phone Number | 868000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | 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 | 2,613,258 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0001705338 | |
Current Fiscal Year End Date | --12-31 | |
ADR | ||
Document Information [Line Items] | ||
Title of 12(b) Security | American Depository Shares each representing one-tenth of an ordinary share | |
Trading Symbol | LOV | |
Security Exchange Name | NYSE | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, €1.00 nominal value per share* | |
Trading Symbol | LOV | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 11,054 | $ 19,267 |
Accounts receivable, net of allowance of $447 and $93, respectively | 9,340 | 5,507 |
Prepaid expenses | 4,757 | 4,366 |
Other current assets | 973 | 2,140 |
Total current assets | 26,124 | 31,280 |
Property and equipment, net of accumulated depreciation of $5,751 and $6,252, respectively | 10,576 | 11,418 |
Goodwill | 134,775 | 156,582 |
Intangible assets, net of accumulated amortization of $18,563 and $18,631, respectively | 45,296 | 58,999 |
Deferred tax assets | 7,326 | 23,522 |
Other assets | 7,486 | 8,642 |
Total assets | 231,583 | 290,443 |
Current liabilities: | ||
Current portion of long-term debt | 12,600 | 19,037 |
Accounts payable | 12,450 | 11,127 |
Deferred revenue | 39,597 | 38,304 |
Accrued expenses and other current liabilities | 26,600 | 28,429 |
Total current liabilities | 91,247 | 96,897 |
Long-term debt, net of current portion | 74,600 | 80,109 |
Deferred tax liabilities | 6,263 | 993 |
Other liabilities | 17,309 | 17,541 |
Total liabilities | 189,419 | 195,540 |
Contingencies (Note 7) | ||
Shareholders' Equity: | ||
Common stock, €1.00 nominal value; 2,661,386 shares issued as of June 30, 2021 and December 31, 2020; 2,613,258 and 2,605,689 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 3,064 | 3,064 |
Treasury stock, at nominal value; 48,128 and 55,697 shares as of June 30, 2021 and December 31, 2020, respectively | (53) | (61) |
Additional paid-in capital | 222,082 | 220,852 |
Accumulated deficit | (187,779) | (132,248) |
Accumulated other comprehensive income | 4,850 | 3,296 |
Total shareholders' equity | 42,164 | 94,903 |
Total liabilities and shareholders' equity | $ 231,583 | $ 290,443 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Jun. 30, 2021USD ($)shares | Jun. 30, 2021€ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020€ / shares |
Assets | ||||
Accounts receivable, allowance | $ | $ 447 | $ 93 | ||
Property, plant and equipment, accumulated depreciation | $ | 5,751 | 6,252 | ||
Intangible assets, accumulated amortization | $ | $ 18,563 | $ 18,631 | ||
Shareholders' Equity: | ||||
Common stock, nominal value (in Euro per share) | € / shares | € 1 | € 1 | ||
Common stock, issued (in shares) | shares | 2,661,386 | 2,661,386 | ||
Common stock, outstanding (in shares) | shares | 2,613,258 | 2,605,689 | ||
Treasury stock, shares (in shares) | shares | 48,128 | 55,697 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 55,253 | $ 56,527 | $ 111,632 | $ 114,184 | |
Operating costs and expenses: | |||||
Cost of revenue, exclusive of depreciation and amortization | 32,881 | 33,223 | 69,799 | 69,764 | |
Sales and marketing expenses | 1,152 | 1,185 | 2,203 | 2,240 | |
Customer service expenses | 1,902 | 1,938 | 3,763 | 4,013 | |
Technical operations and development expenses | 4,774 | 4,189 | 9,694 | 9,659 | |
General and administrative expenses | 7,096 | 8,340 | 15,415 | 15,223 | |
Depreciation and amortization | 2,298 | 2,332 | 4,588 | 4,653 | |
Impairment of intangible assets and goodwill | 32,086 | 0 | 32,086 | 0 | |
Total operating costs and expenses | 82,189 | 51,207 | 137,548 | 105,552 | |
Operating (loss) income | (26,936) | 5,320 | (25,916) | 8,632 | |
Other income (expense): | |||||
Interest income | 0 | 9 | 0 | 40 | |
Interest expense | (3,802) | (3,395) | (7,242) | (6,852) | |
Gain (loss) on foreign currency transactions | 584 | 746 | (1,144) | (207) | |
Other income (expense) | (2) | 200 | (18) | 200 | |
Total other expense, net | (3,220) | (2,440) | (8,404) | (6,819) | |
(Loss) income before income taxes | (30,156) | 2,880 | (34,320) | 1,813 | |
Income tax expense | [1] | (18,871) | (2,046) | (21,211) | (3,141) |
Net (loss) income | (49,027) | 834 | (55,531) | (1,328) | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | (800) | (1,104) | 1,554 | 115 | |
Comprehensive loss | $ (49,827) | $ (270) | $ (53,977) | $ (1,213) | |
(Loss) earnings per share: | |||||
Basic earnings (loss) per share (in USD per share) | $ (18.80) | $ 0.32 | $ (21.30) | $ (0.51) | |
Diluted earnings (loss) per share (in USD per share) | $ (18.80) | $ 0.32 | $ (21.30) | $ (0.51) | |
Weighted average shares outstanding: | |||||
Basic (in shares) | 2,608,370 | 2,605,689 | 2,607,038 | 2,605,689 | |
Diluted (in shares) | 2,608,370 | 2,607,442 | 2,607,038 | 2,605,689 | |
[1] | The Company identified an error related to the calculation of tax provision that impacted the comparative consolidated financial statements for the quarter ended March 31, 2020. Management evaluated these adjustments and concluded they were not material to any previously issued financial statements. For comparability, the prior period comparative figures that are presented herein have been revised to present the correct figures. Refer to Note 1 for additional information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning of period (in shares) at Dec. 31, 2019 | 2,661,386 | (55,697) | ||||
Beginning of period at Dec. 31, 2019 | $ 141,186 | $ 3,064 | $ (61) | $ 216,072 | $ (85,640) | $ 7,751 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 2,344 | 2,344 | ||||
Net loss | (1,328) | (1,328) | ||||
Foreign currency translation adjustments | 115 | 115 | ||||
End of period (in shares) at Jun. 30, 2020 | 2,661,386 | (55,697) | ||||
End of period at Jun. 30, 2020 | 142,317 | $ 3,064 | $ (61) | 218,416 | (86,968) | 7,866 |
Beginning of period (in shares) at Mar. 31, 2020 | 2,661,386 | (55,697) | ||||
Beginning of period at Mar. 31, 2020 | 141,153 | $ 3,064 | $ (61) | 216,982 | (87,802) | 8,970 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 1,434 | 1,434 | ||||
Net loss | 834 | 834 | ||||
Foreign currency translation adjustments | (1,104) | (1,104) | ||||
End of period (in shares) at Jun. 30, 2020 | 2,661,386 | (55,697) | ||||
End of period at Jun. 30, 2020 | $ 142,317 | $ 3,064 | $ (61) | 218,416 | (86,968) | 7,866 |
Beginning of period (in shares) at Dec. 31, 2020 | 2,605,689 | 2,661,386 | (55,697) | |||
Beginning of period at Dec. 31, 2020 | $ 94,903 | $ 3,064 | $ (61) | 220,852 | (132,248) | 3,296 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 1,616 | 1,616 | ||||
Treasury stock issued pursuant to equity-based plans | (378) | $ 8 | (386) | |||
Treasury stock issued pursuant to equity-based plans (in shares) | 7,569 | |||||
Net loss | (55,531) | (55,531) | ||||
Foreign currency translation adjustments | $ 1,554 | 1,554 | ||||
End of period (in shares) at Jun. 30, 2021 | 2,613,258 | 2,661,386 | (48,128) | |||
End of period at Jun. 30, 2021 | $ 42,164 | $ 3,064 | $ (53) | 222,082 | (187,779) | 4,850 |
Beginning of period (in shares) at Mar. 31, 2021 | 2,661,386 | (55,697) | ||||
Beginning of period at Mar. 31, 2021 | 91,789 | $ 3,064 | $ (61) | 221,888 | (138,752) | 5,650 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 580 | 580 | ||||
Treasury stock issued pursuant to equity-based plans | (378) | $ 8 | (386) | |||
Treasury stock issued pursuant to equity-based plans (in shares) | 7,569 | |||||
Net loss | (49,027) | (49,027) | ||||
Foreign currency translation adjustments | $ (800) | (800) | ||||
End of period (in shares) at Jun. 30, 2021 | 2,613,258 | 2,661,386 | (48,128) | |||
End of period at Jun. 30, 2021 | $ 42,164 | $ 3,064 | $ (53) | $ 222,082 | $ (187,779) | $ 4,850 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Net cash provided by operating activities | ||
Net loss | $ (55,531) | $ (1,328) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 4,588 | 4,653 |
Impairment of intangible assets and goodwill | 32,086 | 0 |
Loss on tangible and intangible assets | 0 | 341 |
Unrealized loss (gain) on foreign currency transactions | 1,630 | (597) |
Stock-based compensation expense | 1,616 | 2,344 |
Amortization of debt issuance costs and accretion of debt discounts | 2,275 | 1,773 |
Deferred tax expense | 21,211 | 3,141 |
Provision for credit losses | 214 | 108 |
Non-cash lease expense | 563 | 953 |
Change in operating assets and liabilities: | ||
Accounts receivable | (4,099) | (2,707) |
Prepaid expenses and other current assets | (793) | (131) |
Other assets | 525 | 69 |
Accounts payable, accrued expenses, and other current liabilities | (774) | (1,794) |
Other liabilities | (814) | (930) |
Deferred revenue | 1,932 | 1,312 |
Net cash provided by operating activities | 4,629 | 7,207 |
Net cash provided by investing activities | ||
Capital expenditures | (661) | (1,438) |
Acquisitions of businesses, net of cash acquired | 0 | (513) |
Net cash used in investing activities | (661) | (1,951) |
Net cash provided by financing activities | ||
Repayment of bank loans | (13,087) | (9,319) |
Payments directly related to loan facility | (523) | 0 |
Net cash used in financing activities | (13,610) | (9,319) |
Net change in cash and cash equivalents and restricted cash | (9,642) | (4,063) |
Effects of exchange rate fluctuations on cash and cash equivalents and restricted cash | (275) | (2) |
Net decrease in cash and cash equivalents and restricted cash | (9,917) | (4,065) |
Cash and cash equivalents and restricted cash at beginning of period | 21,117 | 17,457 |
Cash and cash equivalents and restricted cash at end of period | 11,200 | 13,392 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4,849 | 5,498 |
Cash paid for income taxes | 0 | 262 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 11,054 | |
Restricted cash included in other current assets | 146 | |
Total cash and cash equivalents and restricted cash as shown on the condensed statements of cash flows | $ 11,200 | $ 13,392 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business Spark Networks SE (the "Company") is domiciled in Germany and is a leading global operator of premium online dating sites and mobile applications. The Company targets the 40+ age demographic and religious-minded singles looking for serious relationships in North America and other international markets. The Company operates a portfolio of premium and freemium brands, including Zoosk, Inc. ("Zoosk"), EliteSingles, SilverSingles, Christian Mingle, Jdate, and JSwipe, among others. The Company’s brands are tailored to quality dating with real users looking for love and companionship in a safe and comfortable environment. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding interim financial reporting. The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company's balance sheets, statement of operations and comprehensive loss, statement of shareholders' equity and statement of cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the Company's entire fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2020. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates and assumptions are required in the determination of: revenue reserves, deferred tax asset valuation allowances, unrecognized tax benefits, accounting for business combinations, classification and measurement of virtual stock option plans, and annual impairment testing of goodwill and indefinite-lived intangible assets. The Company evaluates its estimates and judgements on an ongoing basis based on historical experience, expectations of future events and various other factors that it believes to be reasonable under the circumstances and revises them when necessary. Actual results may differ from the original or revised estimates. Liquidity and Capital Resources The Company’s financial statements are prepared under U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, incurred impairment charges to its Zoosk goodwill and intangible assets and has a working capital deficiency. These factors are potential indications of the Company’s inability to continue as a going concern. The Company’s plans to alleviate these indicators include growing its subscriber base by improving its marketing techniques and implementing new features to increase customer engagement on its various platforms. If the Company is unable to achieve its plan, the Company has the ability to control its direct marketing spend to achieve compliance with its debt covenants. The Company’s plan including adjusting its direct marketing spend, along with its current cash and cash equivalents, and cash flow from operations, are expected to be sufficient to meet its anticipated cash requirements for financial liabilities, capital expenditures and contractual obligations, for at least the next 12 months from the issuance of these financial statements. COVID-19 Update During 2020, the novel coronavirus ("COVID-19") outbreak spread worldwide and was declared a global pandemic in March 2020. Despite challenging economic conditions on consumers, the Company maintained stable churn levels during the period and experienced positive user engagement. The global outbreak of COVID-19 continues to rapidly evolve as of the date these interim condensed consolidated financial statements are issued. Management is actively monitoring the global situation on its business. The effects of COVID-19 did not have a material impact on the Company’s result of operations or financial condition for the period ended June 30, 2021. However, given the daily evolution of the COVID-19 situation, and the global responses to curb its spread, the Company is not able to estimate the effects COVID-19 may have on its future results of operations or financial condition. Revision of Prior Period Consolidated Financial Statements During the second quarter of 2021, management identified an overstatement of tax provision for the quarter ended March 31, 2020. Management concluded that this error was not material to previously issued consolidated financial statements and would be corrected through a revision to the comparative consolidated income statement presented for the six months ended June 30, 2020. The impact of the error for the quarter ended March 31, 2020 was $1.7 million overstatement of tax provision. The prior period comparative figures for the three and six months ended June 30, 2020 that are presented herein reflect the correct figures. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improved consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted the standard in the first quarter of 2021 and it did not have a material impact to the financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue For the three and six months ended June 30, 2021 and 2020, revenue was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Subscription revenue $ 53,697 $ 55,023 $ 108,243 $ 111,061 Virtual currency revenue 811 942 1,907 1,844 Advertising revenue 745 562 1,482 1,279 Total Revenue $ 55,253 $ 56,527 $ 111,632 $ 114,184 Revenue disaggregated by geography, based on the billing address of the Company's customers, consists of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 United States $ 36,039 $ 38,131 $ 72,588 $ 76,355 France 5,347 2,897 10,721 5,860 Germany 305 431 638 883 Rest of world 13,562 15,068 27,685 31,086 Total Revenue $ 55,253 $ 56,527 $ 111,632 $ 114,184 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended June 30, 2021 and 2020, the Company recorded income tax expense of $18.9 million and $2.0 million, respectively, which reflects an effective tax rate of (62.7)% and 69.2%, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded income tax expense of $21.2 million and $3.1 million, respectively, which reflect an effective tax rate of (61.9)% and 159.3%, respectively. The increase in the income tax expense for the three and six months ended June 30, 2021 was primarily driven by a change in valuation allowance for U.S. deferred tax assets and impairment of goodwill and intangible assets. The Company regularly assesses the need for a valuation allowance related to our deferred income tax assets, which includes consideration of both positive and negative evidence related to the likelihood of realization of such deferred income tax assets to determine, based on the weight of the available evidence, whether it is more-likely-than-not that some or all of our deferred tax assets will not be realized. In its assessment, the Company consider recent financial operating results, projected future taxable income, the reversal of existing taxable differences and tax planning strategies. During the quarter ended June 30, 2021, as a result of lower financial expectations for the remainder of 2021, the Company concluded that it was not more likely than not that a portion of the U.S. deferred income tax assets would be realized. The Company provided a valuation allowance on U.S. federal and state net operating loss carryforwards, and other U.S. net deferred income tax assets that have a limited life and are not supportable by indefinite-lived intangibles deferred tax liability sourced income as of June 30, 2021. The Company accordingly recognized a charge of $21.5 million to establish a valuation allowance related to the U.S. deferred income tax assets which was recorded discretely in the quarter ended June 30, 2021. In addition, we intend to continue maintaining a valuation allowance on Israel and German deferred tax assets until there is sufficient evidence to support reversal of all or some portion of these allowances. As of June 30, 2021 and December 31, 2020, the Company has $4.7 million and $4.6 million of unrecognized tax benefits, respectively, all of which would impact the effective tax rate if recognized. As of June 30, 2021 and December 31, 2020, the Company has recorded $0.5 million and $0.4 million of interest and penalties related to unrecognized tax benefits, respectively, all of which would impact the effective tax rate if recognized. The Company recognized an increase to interest and penalties primarily due to U.S. tax credits and state nexus. The Company’s policy is to classify interest and penalties as a component of income tax expense. There were no significant changes to unrecognized tax benefits during the six months ended June 30, 2021. The Company does not anticipate any significant changes with respect to unrecognized tax benefits within the next twelve months. Based on the current status of Germany, U.S. federal, state, local and other foreign audits, the Company does not expect the amount of unrecognized tax benefits to significantly decrease in the next 12 months as a result of settlements of tax audits and/or the expiration of statutes of limitations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. During the second quarter of 2021, the Company lowered its financial expectations for the remainder of 2021 due to increased cyberattacks, delays in product initiatives and a more uncertain Covid-19 outlook. These factors constituted an interim triggering event as of the end of the Company's second quarter of 2021, and the Company performed an impairment analysis with regard to its indefinite-lived intangible assets and goodwill. Goodwill The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2021 and the year ended December 31, 2020: (in thousands) Balance as of January 1, 2020 $ 199,238 Impairment charges (42,713) Impact of currency translation 57 Balance as of December 31, 2020 $ 156,582 Impairment charges (21,786) Impact of currency translation (21) Balance as of June 30, 2021 $ 134,775 For the quarter ended June 30, 2021, as a result of the interim goodwill impairment test, the fair value of the Spark reporting unit exceeded the carrying amount, and as a result, no goodwill impairment was recorded. Goodwill assigned to the Spark reporting unit was $24.5 million. For the Zoosk reporting unit, the fair value did not exceed the carrying value, and the Company recorded a goodwill impairment charge of $21.8 million. The Company estimated the fair value of its reporting units utilizing a present value cash flow model. The Company believes this non-cash impairment charge does not impact its ability to generate cash flow in the future and it is not tax deductible. The total accumulated impairment loss of the Company's goodwill was $84.5 million and $62.7 million as of June 30, 2021 and December 31, 2020, respectively. Intangible Assets Intangible assets consists of the following as of June 30, 2021 and December 31, 2020: June 30, 2021 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (21,260) $ — $ — $ 42,540 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (417) 2 37 Acquired technology 1.9 5,910 — (3,346) — 2,564 Customer relationships 0.0 10,780 — (10,703) — 77 Licenses and domains 0.0 184 — (148) 2 38 Other 0.0 3,989 — (3,949) — 40 Total intangible assets 2.0 $ 87,688 $ (23,833) $ (18,563) $ 4 $ 45,296 December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 For the interim assessment for the quarter ended June 30, 2021, the Company recognized a Zoosk trademark impairment charge of $10.3 million. The Company estimated the fair value using an income approach, specifically the relief-from-royalty method, based on the present value of future cash flows.The Company used a royalty rate of 4.0% and discount rate of 14.5%. No impairment charge was recorded for the long-lived intangible assets for the six months ended June 30, 2021 and the year ended December 31, 2020. Amortization expense for the six months ended June 30, 2021 and the year ended December 31, 2020 were $3.4 million and $7.3 million, respectively. At June 30, 2021, amortization of long-lived intangible assets for each of the next five years and thereafter is estimated to be as follows: (in thousands) Amortization Expense 2021 $ 827 2022 1,280 2023 632 2024 8 2025 8 Thereafter 1 Total estimated amortization expense $ 2,756 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other current liabilities consist of the following as of June 30, 2021 and December 31, 2020: (in thousands) June 30, 2021 December 31, 2020 Accrued advertising 8,050 8,691 Accrued employee compensation and benefits 2,583 2,085 Accrued professional fees 1,038 1,819 Accrued service providers 2,016 2,433 Accrued value-added, sales, and other non-income-based taxes 8,459 8,897 Current portion of income tax payable 1,380 1,536 Current portion of lease liabilities 1,772 1,932 Other 1,302 1,036 Accrued expenses and other current liabilities $ 26,600 $ 28,429 Other liabilities consist of the following as of June 30, 2021 and December 31, 2020: (in thousands) June 30, 2021 December 31, 2020 Deferred payment to Zoosk's shareholders $ 10,954 $ 10,373 Lease liabilities, less current portion 3,847 4,650 Sublease security deposit 1,038 1,038 Other 1,470 1,480 Other liabilities $ 17,309 $ 17,541 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term DebtOn July 1, 2019, in connection with the acquisition of Zoosk, the Company entered into a Loan Agreement with Zoosk, Spark Networks, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC ("Administrative Agent"), as administrative agent and collateral agent (the "Senior Secured Facilities Agreement") that provides for a four-year $125.0 million Senior Secured Facility. The Senior Secured Facilities Agreement provides for a term loan facility in an aggregate amount equal to $120.0 million (the "Term Loan Facility") and a revolving credit facility in an aggregate amount equal to $5.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the "Facilities"). Borrowings under the Facilities bear interest at a rate equal to either LIBOR plus an applicable margin of 8.0% per annum or the Base Rate with an applicable margin of 7.0% per annum. Term Loan Facility On December 2, 2020, the Company entered into the Second Amendment to Loan Agreement (the "Second Amendment"), which established an additional $6.0 million of term loan commitment to its existing Term Loan Facility. The additional borrowing was applied to pay the quarterly Term Loan Facility principal and interest payments on December 31, 2020 and March 31, 2021. The Second Amendment was accounted for as a modification of debt, and as such, the third-party costs incurred in connection with the Second Amendment of approximately $1.3 million were expensed as incurred. The debt issuance costs of $1.3 million that were paid directly to the lender at the closing date were capitalized and will be amortized using the effective interest method over the term of the loan. The effective interest rate on the modified loan is 11.3%. The Second Amendment requires repayment of the principal amount of $150 thousand quarterly, beginning on March 31, 2021, in addition to the $3.0 million quarterly principal repayment of the original Term Loan Facility and the interest. On March 5, 2021, the Company entered into a Limited Waiver under Loan Agreement (the "Limited Waiver") with the Administrative Agent and the lenders pursuant to which certain defaults under the Loan Agreement were waived. In consideration of the Limited Waiver, the Company agreed to pay the Administrative Agent, for the ratable benefit of the lenders, a fee of $0.5 million upon the execution of the Limited Waiver, plus $0.3 million paid in kind by capitalizing such amount into the principal balance under the Loan Agreement. The aggregated fees were capitalized and will be amortized using the effective interest rate of 11.8%. The aggregated outstanding principal balance of the existing Term Loan Facility and the Second Amendment is $91.9 million and $104.7 million as of June 30, 2021 and December 31, 2020, respectively. The amortized cost basis of the Term Loan Facility is $87.2 million and $99.1 million as of June 30, 2021 and December 31, 2020, respectively. In addition, pursuant to the terms of the Term Loan Facility, within 5 days after the annual financial statements are required to be delivered to the lender, the Company is required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow, as defined in the Loan Agreement, of the most recently completed fiscal year. For the quarter ended June 30, 2021 and 2020, the Company made a prepayment of $6.8 million and $3.3 million, respectively. Revolving Credit Facility The $5.0 million Revolving Credit Facility has a commitment fee of 0.75% per annum on the unutilized commitments thereunder payable on the Maturity Date. As the Revolving Credit Facility is not expected to be drawn down, transaction costs and upfront fees totaling $0.3 million related to the Revolving Credit Facility were deferred and are being amortized over the term of the agreement. There were no outstanding borrowings under the Revolving Credit Facility as of June 30, 2021 and December 31, 2020. Covenants The Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of its subsidiaries to: incur additional indebtedness, create liens, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions and make share repurchases, make certain acquisitions, engage in certain transactions with affiliates, and change lines of business. In addition, the Facilities, as revised by the Second Amendment, require the following financial covenants to be maintained: (i) a fixed charge coverage ratio of no less than 1.05 and 1.25 for the quarter ended June 30, 2021 and December 31, 2020, respectively, (ii) a net leverage ratio of no greater than 2.60 for both the quarter ended June 30, 2021 and December 31, 2020, and (iii) a minimum liquidity threshold of $10.0 million at the end of each month following the closing date of the loan, consisting of available cash funds and availability under the Revolving Credit Facility. The Facilities also contain certain customary affirmative covenants and events of default, including a change of control. The Company is in compliance with all of its financial covenants as of June 30, 2021 and December 31, 2020. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | ContingenciesThe Company is involved in lawsuits, claims and proceedings incident to the ordinary course of business and establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is not probable and, therefore, no reserve is established. Any claims against the Company, whether meritorious or not, could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, the Company believes that the ultimate resolution of these current matters will not have a material adverse effect on its liquidity, results of operations or financial condition. Cybersecurity Matters On July 22, 2020, a putative class action was filed against the Company and Zoosk in the U.S. District Court for the Northern District of California by individuals claiming to be Zoosk users whose information was affected by the 2020 security incident disclosed by Zoosk. The complaint, as subsequently amended, asserts that by reason of the Zoosk security incident Spark and Zoosk violated the California Consumer Privacy Act ("CCPA"), the California Unfair Competition Law (UCL), and common-law obligations. Based on these assertions, the complaint seeks statutory damages, compensatory damages, punitive damages, attorneys’ fees, and injunctive relief. On December 14, 2020, plaintiffs voluntarily withdrew their claim under the CCPA. On January 30, 2021, the district court granted in part, and denied in part, Zoosk’s motion to dismiss the remainder of the complaint for failure to state a claim by dismissing the UCL claim but allowing the common-law claim to go forward. The Court held in abeyance the Company's motion to dismiss itself on jurisdictional grounds and for failure to state a claim. The court granted plaintiffs limited jurisdictional discovery as to the Company. Zoosk answered the portion of the complaint that asserts the one remaining common-law claim by denying its material allegations and asserting a number of affirmative defenses. The Court stayed the case pending resolution of the jurisdictional discovery. On May 6, 2021, plaintiffs voluntarily dismissed the Company from the case and the stay was lifted. Zoosk and plaintiffs are currently engaged in discovery and the case is scheduled for trial commencing September 12, 2022. Separately, a group of lawyers that is different from those who filed the putative class action described above filed 77 separate arbitration demands against Zoosk in the Judicial Arbitration and Mediation Services, Inc. ("JAMS") arbitration forum. Zoosk has objected that neither JAMS nor any arbitrator appointed by JAMS has authority to arbitrate any of these claims or to rule on the issue of arbitrability. JAMS has nonetheless determined to commence arbitration proceedings in regard to one of the arbitration claims filed to date and has appointed an arbitrator for that one claim. Zoosk is participating in that arbitration under protest and reserving its arbitrability objections. That arbitration is scheduled for hearing on January 18, 2022. On May 5, 2021, the same group of attorneys that filed the arbitration demands, described above, filed a petition to compel arbitration in the U.S. District Court for the Northern District of California on behalf of three individuals claiming to be Zoosk users affected by the 2020 security incident. Counsel for the petitioners voluntarily dismissed the petition in its entirety on July 15, 2021. Elite Connexion v. Spark Networks Services GmbH On September 20, 2018, Elite Connexion filed a cease and desist order and damage claim in France against Spark Networks Services GmbH ("Spark GmbH"), alleging that Spark GmbH bid on search engine terms which violated an agreement between the parties. In Elite Connexion's claim, which was amended in September 2019, Elite Connection claimed damages for loss of profit, legal fees, and court fees. The parties agreed in principle to a settlement in September 2020 subject to negotiation of the settlement agreement. The parties continued to negotiate the terms of the settlement agreement as of June 30, 2021, and the Company recorded an accrual for the loss contingency in relation to a potential settlement of these matters. On August 10, 2021, the Company entered into a settlement agreement with Elite Connexion to settle the dispute. Intellectual Property Trademarks are an important element in running online dating websites and mobile applications. Given the large number of markets and brands, the Company deals with claims against its trademarks from time to time in the ordinary course of business. As of June 30, 2021, there are several ongoing national cases which affect trademarks within Germany, Finland, Ireland, France, Sweden, the United Kingdom, Poland and Benelux. The Company vigorously defends against each of the above legal proceedings. Following a favorable 2020 decision of the Court of Justice of the European Union, the Company is exploring options to settle certain national trademark disputes in Europe. The Company has additional legal claims and may encounter future legal claims in the normal course of business. The Company intends to defend vigorously against each of the above legal proceedings. At this time, management does not believe the above matters, either individually or in the aggregate, will have a material adverse effect on the Company’s results |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company records long-term debt at carrying value less unamortized discount and unamortized fees as it is not required to be carried at fair value on a recurring basis. The fair value of long-term debt was determined using observable inputs (Level 2). The valuation considers the present value of expected future repayments, discounted using a market interest rate equal to the interest margin on the borrowings and variable interest rate. The following table presents the carrying values and the estimated fair values of long-term debt as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 87,200 $ 106,256 $ 99,146 $ 107,504 (1) At June 30, 2021 and December 31, 2020, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $4.7 million and $5.5 million, respectively. The Company’s financial instruments, including cash and cash equivalents, deposits, accounts receivable, and accounts payable are carried at cost, which approximates their fair value due to the short-term nature of these instruments. The Company does not have financial instruments that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense reflects share awards issued under the Company's 2018 virtual stock option plan and the Long Term Incentive Plan adopted in 2020 (the "LTIP"). 2020 Long Term Incentive Plan In January 2020, the Administrative Board of the Company (the "Administrative Board") adopted the LTIP for applicable executives and employees of the Company and its subsidiaries as part of their remuneration for future services. The LTIP provides for the grant of virtual stock options. Each option represents the right to receive, upon exercise, a certain amount in cash determined based on the relevant American Depository Shares ("ADS") Stock Price of the option minus the strike price of such option; provided, however, that the Company may elect to settle options in ADSs or ordinary shares of the Company instead of cash at its sole discretion. The LTIP provides that the strike price can be set at any amount determined by the Administrative Board, including zero. Under the LTIP, the "ADS Stock Price" is, as of the grant date, the average closing price of one of the Company's ADSs trading on the NYSE American for the period of five trading days prior to such date. The Company classifies awards under the LTIP as equity-settled. Options granted under the LTIP have a contractual term of 85 months and vest, subject to the employee's continued service to the Company, as follows: (i) 25% of the total number of options granted to a participant vest 12 months after the grant date of such option, and (ii) an additional 6.25% of such options shall vest at the end of each additional three-month period thereafter until the end of the 48th month after the relevant grant date. In connection with the adoption of the LTIP, the Administrative Board authorized for 2020 the i ssuance of virtual options for up to three million ADSs, including up to one million zero-priced options. As of June 30, 2021, 260,025 virtual options, and 404,868 zero-priced options were available for future grant. The fair value of the virtual stock options and zero-priced options are measured using a Black-Scholes option-pricing model for the six months ended June 30, 2021. The inputs used in the measurement of the fair values at the date of grant are summarized below: Virtual Stock Options Zero-Priced Options Long Call Short Call Long Call Short Call Option Option (Cap) Option Option (Cap) Stock price $5.42 $5.42 $5.42 $5.42 Strike price $5.34 $53.40 $— $50.00 Term 4.67 4.67 4.67 4.67 Volatility 62.7 % 62.7 % 62.7 % 62.7 % Dividend — % — % — % — % Risk-free rate 0.7 % 0.7 % 0.7 % 0.7 % The following table summarizes the activity for the Company's options under the LTIP during the six months ended June 30, 2021: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2020 1,550,000 $4.74 6.22 $0.90 Granted 257,100 5.34 Exercised (10,750) 3.71 Forfeited (56,375) 3.69 Outstanding as of June 30, 2021 1,739,975 $4.87 5.92 $0.60 Vested and Exercisable at June 30, 2021 427,442 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 1,550,000 $2.99 Granted 257,100 2.40 Vested (438,192) 3.08 Forfeited (56,375) 3.69 Unvested as of June 30, 2021 1,312,533 $2.87 The following table summarizes the activity for the Company's zero priced options under the LTIP during the six months ended June 30, 2021: Number of Shares Outstanding as of December 31, 2020 674,000 Granted 77,600 Exercised (137,125) Forfeited (19,343) Outstanding as of June 30, 2021 595,132 Vested and Exercisable at June 30, 2021 60,537 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 674,000 $6.13 Granted 77,600 5.01 Vested (197,662) 6.25 Forfeited (19,343) 4.60 Unvested as of June 30, 2021 534,595 $7.51 The total unrecognized compensation expense related to awards granted under the LTIP at June 30, 2021 was $4.36 million, which will be recognized over a weighted-average period of 2.90 years. Total stock-based compensation expense for all the plans are included in the Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) is as follows: Six Months Ended June 30, (in thousands) 2021 2020 Cost of revenue, exclusive of depreciation and amortization $ — $ — Sales and marketing 23 97 Customer service 12 18 Technical operations and development 145 201 General and administrative 1,436 2,028 Total stock-based compensation expense $ 1,616 $ 2,344 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), regarding interim financial reporting. The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company's balance sheets, statement of operations and comprehensive loss, statement of shareholders' equity and statement of cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the Company's entire fiscal year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2020. |
Use of Estimates | Use of EstimatesThe preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates and assumptions are required in the determination of: revenue reserves, deferred tax asset valuation allowances, unrecognized tax benefits, accounting for business combinations, classification and measurement of virtual stock option plans, and annual impairment testing of goodwill and indefinite-lived intangible assets. The Company evaluates its estimates and judgements on an ongoing basis based on historical experience, expectations of future events and various other factors that it believes to be reasonable under the circumstances and revises them when necessary. Actual results may differ from the original or revised estimates. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standard Board ("FASB") issued Accounting Standard Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improved consistent application of and simplify the accounting for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted the standard in the first quarter of 2021 and it did not have a material impact to the financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the three and six months ended June 30, 2021 and 2020, revenue was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Subscription revenue $ 53,697 $ 55,023 $ 108,243 $ 111,061 Virtual currency revenue 811 942 1,907 1,844 Advertising revenue 745 562 1,482 1,279 Total Revenue $ 55,253 $ 56,527 $ 111,632 $ 114,184 |
Revenue from External Customers by Geographic Areas | Revenue disaggregated by geography, based on the billing address of the Company's customers, consists of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 United States $ 36,039 $ 38,131 $ 72,588 $ 76,355 France 5,347 2,897 10,721 5,860 Germany 305 431 638 883 Rest of world 13,562 15,068 27,685 31,086 Total Revenue $ 55,253 $ 56,527 $ 111,632 $ 114,184 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2021 and the year ended December 31, 2020: (in thousands) Balance as of January 1, 2020 $ 199,238 Impairment charges (42,713) Impact of currency translation 57 Balance as of December 31, 2020 $ 156,582 Impairment charges (21,786) Impact of currency translation (21) Balance as of June 30, 2021 $ 134,775 |
Schedule of Long-Lived Intangible Assets | Intangible assets consists of the following as of June 30, 2021 and December 31, 2020: June 30, 2021 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (21,260) $ — $ — $ 42,540 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (417) 2 37 Acquired technology 1.9 5,910 — (3,346) — 2,564 Customer relationships 0.0 10,780 — (10,703) — 77 Licenses and domains 0.0 184 — (148) 2 38 Other 0.0 3,989 — (3,949) — 40 Total intangible assets 2.0 $ 87,688 $ (23,833) $ (18,563) $ 4 $ 45,296 December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consists of the following as of June 30, 2021 and December 31, 2020: June 30, 2021 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (21,260) $ — $ — $ 42,540 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (417) 2 37 Acquired technology 1.9 5,910 — (3,346) — 2,564 Customer relationships 0.0 10,780 — (10,703) — 77 Licenses and domains 0.0 184 — (148) 2 38 Other 0.0 3,989 — (3,949) — 40 Total intangible assets 2.0 $ 87,688 $ (23,833) $ (18,563) $ 4 $ 45,296 December 31, 2020 (in thousands) Weighted-Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Impairment Charges Accumulated Amortization Currency Translation Impact on Carrying Amount Net Carrying Amount Indefinite-lived intangible assets: Brands and trademarks $ 63,800 $ (10,960) $ — $ — $ 52,840 Long-lived intangible assets: Brands and trademarks 0.1 3,025 (2,573) (409) 4 47 Acquired technology 1.3 7,300 — (3,997) — 3,303 Customer relationships 0.4 11,420 — (8,762) — 2,658 Licenses and domains 0.0 410 — (361) 3 52 Other 0.0 5,203 — (5,102) (2) 99 Total intangible assets 1.8 $ 91,158 $ (13,533) $ (18,631) $ 5 $ 58,999 |
Schedule of Long-Lived Intangible Assets, Future Amortization Expense | At June 30, 2021, amortization of long-lived intangible assets for each of the next five years and thereafter is estimated to be as follows: (in thousands) Amortization Expense 2021 $ 827 2022 1,280 2023 632 2024 8 2025 8 Thereafter 1 Total estimated amortization expense $ 2,756 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of June 30, 2021 and December 31, 2020: (in thousands) June 30, 2021 December 31, 2020 Accrued advertising 8,050 8,691 Accrued employee compensation and benefits 2,583 2,085 Accrued professional fees 1,038 1,819 Accrued service providers 2,016 2,433 Accrued value-added, sales, and other non-income-based taxes 8,459 8,897 Current portion of income tax payable 1,380 1,536 Current portion of lease liabilities 1,772 1,932 Other 1,302 1,036 Accrued expenses and other current liabilities $ 26,600 $ 28,429 |
Other Liabilities | Other liabilities consist of the following as of June 30, 2021 and December 31, 2020: (in thousands) June 30, 2021 December 31, 2020 Deferred payment to Zoosk's shareholders $ 10,954 $ 10,373 Lease liabilities, less current portion 3,847 4,650 Sublease security deposit 1,038 1,038 Other 1,470 1,480 Other liabilities $ 17,309 $ 17,541 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the carrying values and the estimated fair values of long-term debt as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Long-term debt, including current portion (1) $ 87,200 $ 106,256 $ 99,146 $ 107,504 (1) At June 30, 2021 and December 31, 2020, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $4.7 million and $5.5 million, respectively. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the activity for the Company's options under the LTIP during the six months ended June 30, 2021: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2020 1,550,000 $4.74 6.22 $0.90 Granted 257,100 5.34 Exercised (10,750) 3.71 Forfeited (56,375) 3.69 Outstanding as of June 30, 2021 1,739,975 $4.87 5.92 $0.60 Vested and Exercisable at June 30, 2021 427,442 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 1,550,000 $2.99 Granted 257,100 2.40 Vested (438,192) 3.08 Forfeited (56,375) 3.69 Unvested as of June 30, 2021 1,312,533 $2.87 The following table summarizes the activity for the Company's zero priced options under the LTIP during the six months ended June 30, 2021: Number of Shares Outstanding as of December 31, 2020 674,000 Granted 77,600 Exercised (137,125) Forfeited (19,343) Outstanding as of June 30, 2021 595,132 Vested and Exercisable at June 30, 2021 60,537 Number of Options Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 674,000 $6.13 Granted 77,600 5.01 Vested (197,662) 6.25 Forfeited (19,343) 4.60 Unvested as of June 30, 2021 534,595 $7.51 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The inputs used in the measurement of the fair values at the date of grant are summarized below: Virtual Stock Options Zero-Priced Options Long Call Short Call Long Call Short Call Option Option (Cap) Option Option (Cap) Stock price $5.42 $5.42 $5.42 $5.42 Strike price $5.34 $53.40 $— $50.00 Term 4.67 4.67 4.67 4.67 Volatility 62.7 % 62.7 % 62.7 % 62.7 % Dividend — % — % — % — % Risk-free rate 0.7 % 0.7 % 0.7 % 0.7 % |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense for all the plans are included in the Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) is as follows: Six Months Ended June 30, (in thousands) 2021 2020 Cost of revenue, exclusive of depreciation and amortization $ — $ — Sales and marketing 23 97 Customer service 12 18 Technical operations and development 145 201 General and administrative 1,436 2,028 Total stock-based compensation expense $ 1,616 $ 2,344 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax expense | [1] | $ (18,871) | $ (2,046) | $ (21,211) | $ (3,141) |
Revision of Prior Period, Error Correction, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax expense | $ 1,700 | $ 1,700 | |||
[1] | The Company identified an error related to the calculation of tax provision that impacted the comparative consolidated financial statements for the quarter ended March 31, 2020. Management evaluated these adjustments and concluded they were not material to any previously issued financial statements. For comparability, the prior period comparative figures that are presented herein have been revised to present the correct figures. Refer to Note 1 for additional information. |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 55,253 | $ 56,527 | $ 111,632 | $ 114,184 |
Subscription revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53,697 | 55,023 | 108,243 | 111,061 |
Virtual currency revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 811 | 942 | 1,907 | 1,844 |
Advertising revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 745 | $ 562 | $ 1,482 | $ 1,279 |
Revenue - Geographical (Details
Revenue - Geographical (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 55,253 | $ 56,527 | $ 111,632 | $ 114,184 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 36,039 | 38,131 | 72,588 | 76,355 |
France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,347 | 2,897 | 10,721 | 5,860 |
Germany | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 305 | 431 | 638 | 883 |
Rest of world | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 13,562 | $ 15,068 | $ 27,685 | $ 31,086 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 39,597 | $ 38,304 | |
Revenue recognized from prior deferred revenue balances | $ 34,100 | $ 35,200 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | [1] | $ 18,871 | $ 2,046 | $ 21,211 | $ 3,141 | |
Effective income tax rate reconciliation, percent | (62.70%) | 69.20% | (61.90%) | 159.30% | ||
Valuation allowance | $ 21,500 | $ 21,500 | ||||
Unrecognized tax benefits | 4,700 | 4,700 | $ 4,600 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 500 | $ 500 | $ 400 | |||
[1] | The Company identified an error related to the calculation of tax provision that impacted the comparative consolidated financial statements for the quarter ended March 31, 2020. Management evaluated these adjustments and concluded they were not material to any previously issued financial statements. For comparability, the prior period comparative figures that are presented herein have been revised to present the correct figures. Refer to Note 1 for additional information. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Change in Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance as of the beginning of the period | $ 156,582 | $ 199,238 |
Impairment charges | (21,786) | (42,713) |
Impact of currency translation | (21) | 57 |
Balance as of the end of the period | $ 134,775 | $ 156,582 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | ||||
Goodwill | $ 134,775,000 | $ 134,775,000 | $ 156,582,000 | $ 199,238,000 |
Impairment charge | 21,786,000 | 42,713,000 | ||
Accumulated impairment loss | 84,500,000 | $ 84,500,000 | 62,700,000 | |
Royalty rate | 0.040 | |||
Discount rate | 0.145 | |||
Impairment charges, finite-lived | $ 0 | 0 | ||
Amortization of intangible assets | 3,400,000 | 7,300,000 | ||
Brands and trademarks | ||||
Goodwill [Line Items] | ||||
Impairment charges, finite-lived | 2,573,000 | $ 2,573,000 | ||
Zoosk, Inc. | ||||
Goodwill [Line Items] | ||||
Goodwill | 24,500,000 | $ 24,500,000 | ||
Impairment charge | 21,800,000 | |||
Zoosk, Inc. | Brands and trademarks | ||||
Goodwill [Line Items] | ||||
Impairment charges, indefinite-lived | $ 10,300,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Impairment Charges | $ 0 | $ 0 |
Accumulated Amortization | (18,563,000) | (18,631,000) |
Finite-Lived Intangible Assets, Net | 2,756,000 | |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 87,688,000 | 91,158,000 |
Accumulated Impairment Charges | (23,833,000) | (13,533,000) |
Currency Translation Impact on Carrying Amount | 4,000 | 5,000 |
Net Carrying Amount | $ 45,296,000 | $ 58,999,000 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 2 years | 1 year 9 months 18 days |
Brands and trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 63,800,000 | $ 63,800,000 |
Accumulated Impairment Charges | (21,260,000) | (10,960,000) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Net Carrying Amount | 42,540,000 | 52,840,000 |
Brands and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,025,000 | 3,025,000 |
Accumulated Impairment Charges | (2,573,000) | (2,573,000) |
Accumulated Amortization | (417,000) | (409,000) |
Currency Translation Impact on Carrying Amount | 2,000 | 4,000 |
Finite-Lived Intangible Assets, Net | $ 37,000 | $ 47,000 |
Brands and trademarks | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 month 6 days | 1 month 6 days |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,910,000 | $ 7,300,000 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (3,346,000) | (3,997,000) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Finite-Lived Intangible Assets, Net | $ 2,564,000 | $ 3,303,000 |
Acquired technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 1 year 10 months 24 days | 1 year 3 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,780,000 | $ 11,420,000 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (10,703,000) | (8,762,000) |
Currency Translation Impact on Carrying Amount | 0 | 0 |
Finite-Lived Intangible Assets, Net | $ 77,000 | $ 2,658,000 |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 4 months 24 days |
Licenses and domains | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 184,000 | $ 410,000 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (148,000) | (361,000) |
Currency Translation Impact on Carrying Amount | 2,000 | 3,000 |
Finite-Lived Intangible Assets, Net | $ 38,000 | $ 52,000 |
Licenses and domains | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 0 years |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,989,000 | $ 5,203,000 |
Accumulated Impairment Charges | 0 | 0 |
Accumulated Amortization | (3,949,000) | (5,102,000) |
Currency Translation Impact on Carrying Amount | 0 | (2,000) |
Finite-Lived Intangible Assets, Net | $ 40,000 | $ 99,000 |
Other | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (Years) | 0 years | 0 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization of Long-lived Intangible Assets (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 827 |
2022 | 1,280 |
2023 | 632 |
2024 | 8 |
2025 | 8 |
Thereafter | 1 |
Total estimated amortization expense | $ 2,756 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued advertising | $ 8,050 | $ 8,691 |
Accrued employee compensation and benefits | 2,583 | 2,085 |
Accrued professional fees | 1,038 | 1,819 |
Accrued service providers | 2,016 | 2,433 |
Accrued value-added, sales, and other non-income-based taxes | 8,459 | 8,897 |
Current portion of income tax payable | 1,380 | 1,536 |
Current portion of lease liabilities | 1,772 | 1,932 |
Other | 1,302 | 1,036 |
Accrued expenses and other current liabilities | $ 26,600 | $ 28,429 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Deferred payment to Zoosk's shareholders | $ 10,954 | $ 10,373 |
Lease liabilities, less current portion | 3,847 | 4,650 |
Sublease security deposit | 1,038 | 1,038 |
Other | 1,470 | 1,480 |
Other liabilities | $ 17,309 | $ 17,541 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ in Thousands | Dec. 02, 2020USD ($) | Jul. 01, 2019USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 05, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||
Payments of debt issuance costs | $ 523 | $ 0 | |||||||
Covenant, fixed charge, interest coverage ratio, minimum | 1.05 | 1.25 | |||||||
Covenant, leverage ratio, maximum | 2.60 | 2.60 | 2.60 | ||||||
Liquidity threshold, minimum | $ 10,000 | ||||||||
Senior Secured Facilities Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt fee amount | $ 300 | ||||||||
Commitment fee percentage | 0.75% | ||||||||
Limited Waiver Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt fee amount | $ 500 | ||||||||
Payment in kind, increase to principal amount | $ 300 | ||||||||
Secured Debt | Senior Secured Facilities Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt term | 4 years | ||||||||
Face amount | $ 125,000 | ||||||||
Secured Debt | Senior Secured Facilities Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 8.00% | ||||||||
Secured Debt | Senior Secured Facilities Agreement | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 7.00% | ||||||||
Secured Debt | Senior Secured Facilities Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,000 | ||||||||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 120,000 | ||||||||
Effective interest rate | 11.80% | 11.80% | |||||||
Outstanding principal | $ 91,900 | $ 104,700 | $ 91,900 | ||||||
Long-term debt, carrying value | 87,200 | $ 99,100 | $ 87,200 | ||||||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility, Second Amendment | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 6,000 | ||||||||
Debt modification expenses | 1,300 | ||||||||
Payments of debt issuance costs | $ 1,300 | ||||||||
Effective interest rate | 11.30% | ||||||||
Periodic payment, principal | $ 150 | ||||||||
Repayments of long-term debt | $ 6,800 | $ 3,300 | |||||||
Secured Debt | Senior Secured Facilities Agreement | Term Loan Facility, Original | |||||||||
Debt Instrument [Line Items] | |||||||||
Periodic payment | $ 3,000 |
Contingencies (Details)
Contingencies (Details) | Jul. 22, 2020arbitrationDemand |
Commitments and Contingencies Disclosure [Abstract] | |
Number of arbitration demands | 77 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized discount and debt issuance costs | $ 4,700 | $ 5,500 |
Level 2 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, including current portion | 87,200 | 99,146 |
Level 2 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, including current portion | $ 106,256 | $ 107,504 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - Long Term Incentive Plan $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting term | 85 months |
Award vesting rights, percentage | 25.00% |
Additional award vesting rights, percentage | 0.0625 |
Cost not yet recognized, amount | $ | $ 4,360 |
Cost not yet recognized, period for recognition | 2 years 10 months 24 days |
Virtual Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 3,000,000 |
Number of shares available for future grant | 260,025 |
Zero Priced Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 1,000,000 |
Number of shares available for future grant | 404,868 |
Stock-based Compensation - Inpu
Stock-based Compensation - Inputs used in the Measurement of the Fair Value Assumptions (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Virtual Stock Options | Long | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 5.42 |
Strike price (in dollars per share) | $ 5.34 |
Term | 4 years 8 months 1 day |
Volatility | 62.70% |
Dividend | 0.00% |
Risk-free rate | 0.70% |
Virtual Stock Options | Short | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 5.42 |
Strike price (in dollars per share) | $ 53.40 |
Term | 4 years 8 months 1 day |
Volatility | 62.70% |
Dividend | 0.00% |
Risk-free rate | 0.70% |
Zero Priced Options | Long | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 5.42 |
Strike price (in dollars per share) | $ 0 |
Term | 4 years 8 months 1 day |
Volatility | 62.70% |
Dividend | 0.00% |
Risk-free rate | 0.70% |
Zero Priced Options | Short | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 5.42 |
Strike price (in dollars per share) | $ 50 |
Term | 4 years 8 months 1 day |
Volatility | 62.70% |
Dividend | 0.00% |
Risk-free rate | 0.70% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - Long Term Incentive Plan - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Beginning Balance (in shares) | 1,550,000 | |
Granted (in shares) | 257,100 | |
Exercised (in shares) | (10,750) | |
Forfeited (in shares) | (56,375) | |
Ending Balance (in shares) | 1,739,975 | 1,550,000 |
Weighted Average Exercise Price | ||
Outstanding at Beginning Balance (in dollars per share) | $ 4.74 | |
Granted (in dollars per share) | 5.34 | |
Exercised (in dollars per share) | 3.71 | |
Forfeitures (in dollars per share) | 3.69 | |
Outstanding at Ending Balance (in dollars per share) | $ 4.87 | $ 4.74 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term | 5 years 11 months 1 day | 6 years 2 months 19 days |
Aggregate Intrinsic Value | $ 0.60 | $ 0.90 |
Vested and Exercisable (in shares) | 427,442 | |
Zero Priced Options | ||
Number of Options | ||
Beginning Balance (in shares) | 674,000 | |
Granted (in shares) | 77,600 | |
Exercised (in shares) | (137,125) | |
Forfeited (in shares) | (19,343) | |
Ending Balance (in shares) | 595,132 | 674,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Vested and Exercisable (in shares) | 60,537 |
Stock-based Compensation - Unve
Stock-based Compensation - Unvested Stock Option Activity (Details) - Long Term Incentive Plan | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 1,550,000 |
Granted (in shares) | shares | 257,100 |
Vested (in shares) | shares | (438,192) |
Forfeited (in shares) | shares | (56,375) |
Unvested, Ending Balance (in shares) | shares | 1,312,533 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 2.99 |
Granted (in dollars per share) | $ / shares | 2.40 |
Vested (in dollars per share) | $ / shares | 3.08 |
Forfeited (in dollars per share) | $ / shares | 3.69 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 2.87 |
Zero Priced Options | |
Number of Options | |
Unvested, Beginning Balance (in shares) | shares | 674,000 |
Granted (in shares) | shares | 77,600 |
Vested (in shares) | shares | (197,662) |
Forfeited (in shares) | shares | (19,343) |
Unvested, Ending Balance (in shares) | shares | 534,595 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.13 |
Granted (in dollars per share) | $ / shares | 5.01 |
Vested (in dollars per share) | $ / shares | 6.25 |
Forfeited (in dollars per share) | $ / shares | 4.60 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 7.51 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,616 | $ 2,344 |
Cost of revenue, exclusive of depreciation and amortization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 23 | 97 |
Customer service | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 12 | 18 |
Technical operations and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 145 | 201 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,436 | $ 2,028 |
Uncategorized Items - lov-20210
Label | Element | Value |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 1,850,000 |