0001628280-22-021942 | 10-Q/A | XBRL Viewer

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 02, 2022
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38252
Entity Registrant Name	Spark Networks SE
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	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		2,619,586
Entity Central Index Key	0001705338
Amendment Flag	true
Amendment Description	Spark Networks SE ( the "Company") is filing this Amendment No. 1 on Form 10Q/A (the “Amended Report”) to amend our Quarterly Report for the quarter ended March 31, 2022, that was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2022 (the “Original Report”), to restate our condensed consolidated financial statements for the period ended March 31, 2022. Consequently, the previously filed unaudited condensed consolidated financial statements for the period ended March 31, 2022, should no longer be relied upon. Unless the context otherwise requires, references in this Amended Report to “the Company,” “Spark Networks,” “we,” “us” or “our” refer to Spark Networks SE and its consolidated subsidiaries.
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
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	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, €1.00 nominal value per share*
Trading Symbol
Security Exchange Name

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 13,007	$ 16,141
Accounts receivable, net of allowance of $361 and $368, respectively	5,753	6,261
Prepaid expenses	4,395	3,201
Other current assets	886	1,085
Total current assets	24,041	26,688
Property and equipment, net of accumulated depreciation of $4,212 and $3,998, respectively	3,748	3,613
Goodwill	134,733	134,744
Intangible assets, net of accumulated amortization of $15,799 and $15,522, respectively	29,049	29,369
Deferred tax assets	7,471	7,623
Other assets	7,142	7,764
Total assets	206,184	209,801
Current liabilities:
Current portion of long-term debt	0	17,593
Accounts payable	2,098	11,474
Deferred revenue	37,784	36,973
Accrued expenses and other current liabilities	26,012	27,042
Total current liabilities	65,894	93,082
Long-term debt, net of current portion	94,282	64,531
Deferred tax liabilities	999	1,077
Other liabilities	18,192	18,418
Total liabilities	179,367	177,108
Contingencies (Note 6)
Shareholders' Equity:
Common stock, €1.00 nominal value; 3,521,005 shares authorized; 2,661,386 shares issued; 2,617,397 shares outstanding as of March 31, 2022 and December 31, 2021	3,064	3,064
Treasury stock, at €1.00 nominal value; 43,989 shares as of March 31, 2022 and December 31, 2021	(48)	(48)
Additional paid-in capital	223,605	223,103
Accumulated deficit	(207,874)	(200,403)
Accumulated other comprehensive income	8,070	6,977
Total shareholders' equity	26,817	32,693
Total liabilities and shareholders' equity	$ 206,184	$ 209,801

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 € / shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 € / shares
Assets
Accounts receivable, allowance \| $	$ 361		$ 368
Property, plant and equipment, accumulated depreciation \| $	(4,212)		(3,998)
Intangible assets, accumulated amortization \| $	$ (15,799)		$ (15,522)
Shareholders' Equity:
Common stock, nominal value (in Euro per share) \| € / shares		€ 1.00		€ 1.00
Common stock, shares authorized (in shares)	3,521,005		3,521,005
Common stock, issued (in shares)	2,661,386		2,661,386
Common stock, outstanding (in shares)	2,617,397		2,617,397
Treasury stock, shares (in shares)	43,989

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 49,907	$ 56,379
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization	34,246	36,918
Other operating expenses	15,435	16,151
Depreciation and amortization	603	2,290
Total operating costs and expenses	50,284	55,359
Operating (loss) income	(377)	1,020
Other income (expense):
Interest expense	(6,882)	(3,440)
Loss on foreign currency transactions	(767)	(1,728)
Other income (expense)	263	(16)
Total other expense, net	(7,386)	(5,184)
Loss before income taxes	(7,763)	(4,164)
Income tax expense	292	(2,340)
Net loss	(7,471)	(6,504)
Other comprehensive income (loss):
Foreign currency translation adjustment	1,093	2,354
Comprehensive loss	$ (6,378)	$ (4,150)
Loss per share:
Basic earnings (loss) per share (in USD per share)	$ (2.85)	$ (2.50)
Diluted earnings (loss) per share (in USD per share)	$ (2.85)	$ (2.50)
Weighted average shares outstanding:
Basic (in shares)	2,617,397	2,605,689
Diluted (in shares)	2,617,397	2,605,689

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	As Previously Reported	Restatement Adjustment	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit As Previously Reported	Accumulated Deficit Restatement Adjustment	Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income As Previously Reported	Accumulated Other Comprehensive Income Restatement Adjustment
Beginning of period (in shares) at Dec. 31, 2020				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	1,036					1,036
Net loss	(6,504)						(6,504)
Foreign currency translation adjustment	2,354									2,354
End of period (in shares) at Mar. 31, 2021				2,661,386	(55,697)
End of period at Mar. 31, 2021	$ 91,789			$ 3,064	$ (61)	221,888	(138,752)			5,650
Beginning of period (in shares) at Dec. 31, 2021	2,617,397			2,661,386	(43,989)
Beginning of period at Dec. 31, 2021	$ 32,693			$ 3,064	$ (48)	223,103	(200,403)			6,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	502					502
Net loss	(7,471)	$ (5,349)	$ (2,122)				(7,471)	$ (5,349)	$ (2,122)
Foreign currency translation adjustment	$ 1,093	1,109	(16)							1,093	$ 1,109	$ (16)
End of period (in shares) at Mar. 31, 2022	2,617,397			2,661,386	(43,989)
End of period at Mar. 31, 2022	$ 26,817	$ 28,955	$ (2,138)	$ 3,064	$ (48)	$ 223,605	$ (207,874)	$ (205,752)	$ (2,122)	$ 8,070	$ 8,086	$ (16)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net cash provided by operating activities
Net loss	$ (7,471)	$ (6,504)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	603	2,290
Loss on tangible and intangible assets	15	0
Unrealized loss on foreign currency transactions	1,078	340
Stock-based compensation expense	502	1,036
Amortization of debt issuance costs and accretion of debt discounts	805	916
Loss on extinguishment of debt	3,964	0
Deferred tax expense	(79)	2,340
Provision for credit losses	142	95
Non-cash lease expense	546	470
Change in operating assets and liabilities:
Accounts receivable	261	(3,328)
Prepaid expenses and other current assets	(1,053)	(2,095)
Other assets	(31)	(33)
Accounts payable, accrued expenses, and other current liabilities	(10,282)	1,533
Other liabilities	(599)	(93)
Deferred revenue	1,124	2,646
Net cash used in operating activities	(10,475)	(387)
Net cash provided by investing activities
Capital expenditures	(490)	(423)
Net cash used in investing activities	(490)	(423)
Net cash provided by financing activities
Proceeds from debt, net of discount and issuance costs	97,750	0
Repayment of debt	(85,552)	(3,163)
Debt issuance costs paid to third parties	(3,531)	0
Payment of early extinguishment of debt charge	(893)	0
Payments directly related to debt	0	(523)
Net cash provided by (used in) financing activities	7,774	(3,686)
Net change in cash and cash equivalents and restricted cash	(3,191)	(4,496)
Effects of exchange rate fluctuations on cash and cash equivalents and restricted cash	55	781
Net decrease in cash and cash equivalents and restricted cash	(3,136)	(3,715)
Cash and cash equivalents and restricted cash at beginning of period	16,279	21,117
Cash and cash equivalents and restricted cash at end of period	13,143	17,402
Supplemental disclosure of cash flow information:
Cash paid for interest including payment of early extinguishment of debt charges of $893 and $0, respectively	2,953	2,497
Cash paid for income taxes	29	0
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	13,007
Restricted cash included in other current assets	136
Total cash and cash equivalents and restricted cash as shown on the condensed consolidated statements of cash flows	$ 13,143	$ 17,402

Condensed Consolidated Statements of Cash Flows (Unaudited) - (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Loss on extinguishment of debt	$ 893	$ 0

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Spark Networks SE (the "Company") is a leader in social dating platforms for meaningful relationships focusing on the 40+ age demographic and faith-based affiliations, including 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. The Company is domiciled in Germany with significant corporate operations, including executive leadership, accounting and finance, located in the United States.

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, 2021.

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, 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 in accordance with U.S. GAAP, 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 historical 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. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

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. Further, on March 11, 2022, the Company completed the successful refinancing of its existing term and revolving facility, which provides more covenant flexibility and allows more resources to be invested into the business to drive growth. Refer to Note 5. Long-term Debt for additional information. The Company's plans, along with its current cash and cash equivalents, is 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, we maintained stable churn levels during the period and experienced positive user engagement. The global outbreak of COVID-19 continues to rapidly evolve. Management is actively monitoring the global situation and potential impact on the Company's 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 March 31, 2022. However, given the 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.

Restatement of Previously Issued Financial Statements

The Company has restated its unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022 to correct a system error related to a revenue recognition (the "Restatement"), which resulted in our consolidated revenue for the three months ended March 31, 2022 being overstated by $2.5 million in the Original Report. The Restatement resulted in an increase in the reported net loss by $2.1 million for the three months ended March 31, 2022, and an increase to reported accumulated deficit as of March 31, 2022 by $2.1 million. The Restatement also impacted the Company’s basic and diluted net loss per common share calculations. The following tables present the Restatement on all affected line items of our previously issued Condensed Consolidated Balance Sheets as of March 31, 2022, Condensed Consolidated Statements of Operations and Comprehensive Loss, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022. The effect of the Restatement on the March 31, 2022 stockholders’ equity balances is presented in the Condensed Consolidated Statements Shareholder's Equity Sheet below. Regarding the Condensed Consolidated Statements of Cash Flows, the adjustment to net loss was offset by adjustments to change in operating assets and liabilities within cash flows used in operating activities. The Restatement had no effect on total net cash flows from operating, investing or financing activities. The Restatement also impacted Note 2. Revenue, Note 3. Income Taxes, and Note 4. Accrued Expenses and Other Liabilities, which were restated in this Amended Report.


Condensed Consolidated Balance Sheet

	March 31, 2022
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Deferred revenue	$	35,299	$	2,485	$	37,784
Accrued expenses and other current liabilities	26,359		(347)		26,012
Total current liabilities	63,756		2,138		65,894
Total liabilities	177,229		2,138		179,367
Accumulated deficit	(205,752)		(2,122)		(207,874)
Accumulated other comprehensive income	8,086		(16)		8,070
Total shareholders' equity	$	28,955	$	(2,138)	$	26,817


Condensed Consolidated Statements of Operations and Comprehensive Loss

	Three months ended March 31, 2022
(in thousands, except per share data)	As Previously Reported		Restatement Adjustment		As Restated
Revenue	$	52,374	$	(2,467)	$	49,907
Operating income (loss)	2,090		(2,467)		(377)
Loss before income taxes	(5,296)		(2,467)		(7,763)
Income tax (expense) benefit	(53)		345		292
Net loss	(5,349)		(2,122)		(7,471)
Foreign currency translation adjustments	1,109		(16)		1,093
Comprehensive loss	(4,240)		(2,138)		(6,378)
Loss per share - basic and diluted ($)	$	(2.04)	$	(0.81)	$	(2.85)


Condensed Consolidated Statements of Cash Flows

	Three months ended March 31, 2022
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Operating activities
Net loss	$	(5,349)	$	(2,122)	$	(7,471)
Change in operating assets and liabilities:
Accounts payable, accrued expenses, and other current liabilities	(9,937)		(345)		(10,282)
Deferred revenue	$	(1,343)	$	2,467	$	1,124


Condensed Consolidated Statements of Shareholders' Equity

	Accumulated Deficit
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Net loss	$	(5,349)	$	(2,122)	$	(7,471)
Balance at March 31, 2022	(205,752)		(2,122)		(207,874)
	Accumulated Other Comprehensive Income
Foreign currency translation adjustments	1,109		(16)		1,093
Balance at March 31, 2022	8,086		(16)		8,070
	Total Shareholders' Equity
Net loss	(5,349)		(2,122)		(7,471)
Foreign currency translation adjustments	1,109		(16)		1,093
Balance at March 31, 2022	$	28,955	$	(2,138)	$	26,817

Recently Adopted Accounting Pronouncements

There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three months ended March 31, 2022 and through the date of filing of this report that had or are expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue(As Restated)

For the three months ended March 31, 2022 and 2021, revenue was as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
	( As Restated )
Subscription revenue	$	47,542	$	54,546
Virtual currency revenue	1,525		1,096
Advertising revenue	840		737
Total Revenue	$	49,907	$	56,379

Revenue disaggregated by geography, based on where the revenue is generated, consists of the following:


	Three Months Ended March 31,
(in thousands)	2022		2021
	( As Restated )
United States	$	33,431	$	36,550
France	2,883		5,374
Germany	284		333
Rest of world	13,309		14,122
Total Revenue	$	49,907	$	56,379

The Company's deferred revenue balances as of March 31, 2022 and December 31, 2021 are $37.8 million (as restated) and $37.0 million, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized $26.1 million and $28.8 million of revenue, respectively, that was included in the deferred revenue balances as of December 31, 2021 and 2020, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes (As Restated) For the three months ended March 31, 2022 and 2021, the Company recorded income tax benefit of $0.3 million (as restated) and income tax expense of $2.3 million, respectively, which reflects an effective tax rate of 3.8% (as restated) and 112.5%, respectively. The decrease in the income tax expense for the three months ended March 31, 2022 was primarily driven by the Company benefiting from year to date losses in the U.S. jurisdiction. The Company had a valuation allowance against certain U.S., Israel, and German deferred tax assets as of both March 31, 2022 and December 31, 2021. The Company evaluates on a quarterly basis whether the deferred tax assets are realizable which requires significant judgement. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. As of March 31, 2022 and December 31, 2021, the Company has $4.8 million and $4.7 million of unrecognized tax benefits, respectively. Of the $4.8 million of unrecognized tax benefits as of March 31, 2022, $1.4 million would impact the effective tax rate if recognized, and $2.9 million would result in an increase in the valuation allowance. As of March 31, 2022 and December 31, 2021, the Company has recorded $0.7 million of interest and penalties for both periods related to unrecognized tax benefits. The Company’s policy is to classify interest and penalties as a component of income tax expense. As a matter of course, the Company may be audited by Germany, U.S. Federal and state, Israel, France, the U.K. and other foreign tax authorities within which it operates. From time to time, these audits result in proposed assessments. The Company was notified during 2020 that the Israeli tax authorities were auditing Spark Networks Ltd. for the tax years 2016-2019. There is minimal activity in the entity and, while we do not expect adverse findings, any potential finding would result in a reduction of the net operating loss carryforward which has a full valuation allowance against it. The Company received correspondence from the German tax authorities auditing Spark SE for the tax years 2017-2018, as well as Spark GmbH for the tax years 2016-2018 after March 31, 2022. While the Company is in the process of assessing the correspondence, there does not appear to be any material changes or adjustments. 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities (As Restated)Accrued expenses and other current liabilities consist of the following as of March 31, 2022 and December 31, 2021:


(in thousands)	March 31, 2022		December 31, 2021
	( As Restated )
Accrued advertising	$	7,824	$	6,483
Accrued employee compensation and benefits	1,619		1,487
Accrued professional fees	1,001		835
Accrued service providers	2,018		1,806
Accrued value-added, sales, and other non-income-based taxes	7,629		8,837
Current portion of income tax payable	3,326		3,733
Current portion of lease liabilities	2,344		2,325
Other	251		1,536
Accrued expenses and other current liabilities	$	26,012	$	27,042

Other liabilities consist of the following as of March 31, 2022 and December 31, 2021:


(in thousands)	March 31, 2022		December 31, 2021
Deferred payment to Zoosk's shareholders	$	11,833	$	11,545
Lease liabilities, less current portion	3,272		3,887
Sublease security deposit	1,038		1,038
Other	2,049		1,948
Other liabilities	$	18,192	$	18,418

Long-term Debt	3 Months Ended
Long-term Debt	Mar. 31, 2022
Debt Disclosure [Abstract]
Long-term Debt	Long-term Debt MGG Term Loan Agreement On March 11, 2022, the Company entered into a Financing Agreement with Zoosk, Inc. and Spark Networks, Inc., the subsidiary guarantor party thereto, the lender party thereto, and MGG Investment Group LP ("MGG"), as administrative agent and collateral agent (the "Term Loan"). The agreement provides for senior secured term loans of $100.0 million. Substantially all of the Company's assets are pledged as collateral. Borrowings under the Term Loan bear interest at a rate equal to LIBOR plus an applicable margin of 7.5% per annum. The proceeds were used to repay in full all amounts outstanding under the Loan Facilities with Blue Torch Finance LLC. The outstanding principal amounts will be repayable in quarterly payments of $1.25 million commencing with the quarter ending June 30, 2023 through March 31, 2025, and $2.50 million commencing with the quarter ending June 30, 2025 and thereafter. The Term Loan was issued at a discount of 2.0% of the aggregate principal amount of the $100.0 million. Transaction costs and overhead fees of $3.5 million and $0.3 million, respectively, were paid at closing. Through the effective interest rate method, the discount and overhead fees on the Term Loan are amortized to interest expense in the Consolidated Statements of Operations and Comprehensive Loss through the maturity on March 11, 2027 ("Maturity Date"). The effective interest on the loan was 10.1%. In addition, pursuant to the terms of the Term Loan, within 5 days after the annual financial statements are required to be delivered to the lender, commencing with the delivery of the fiscal year 2022 audited financial statements, the Company is required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow of the most recently completed fiscal year. The Loan Agreement requires the following financial covenants to be maintained: (i) quarterly leverage ratio no greater than 4.50 to 1.00 for the quarter ending June 30, 2022, 4.25 to 1.00 through June 30, 2023, 3.75 to 1.00 through June 30, 2024, 3.25 to 1.00 through June 30, 2025, 2.75 to 1.00 through June 30, 2026 and 2.25 to 1.00 through the maturity date of the loan; (ii) marketing efficiency ratio to be less than 1.36 to 1.00 for the quarter ending June 30, 2022 through the maturity date of the loan; and (iii) minimum liquidity of $5.0 million at any time. In addition, the Term Loan contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company and its subsidiaries' ability to: incur additional indebtedness, create liens, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make share repurchases, make certain acquisitions, engage in certain transactions with affiliates and change lines of business. As of March 31, 2022, the aggregated outstanding principal balance and amortized cost basis of the Term Loan was $100.0 million and $94.3 million, respectively. Blue Torch Term Loan Facility On 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, maturing July 1, 2023 (the "Maturity Date"). 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. On December 2, 2020, the Company entered into the Second Amendment to Loan Agreement (the "Second Amendment" and together with the Term Loan Facility, the "Amended Term Loan Facility"), 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 required repayment of the principal amount of $0.15 million quarterly, beginning on March 31, 2021, in addition to the $3.0 million quarterly principal repayment of the original Term Loan Facility and the modified 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 Senior Secured Facilities 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 Senior Secured Facilities Agreement. The aggregated fees were capitalized and was amortized using the effective interest rate of 11.8%. On March 11, 2022, the Company entered into the Term Loan Agreement with MGG as described above and the facility was terminated. The aggregated outstanding principal balance of the existing Term Loan Facility and the Second Amendment was $85.6 million, and the amortized cost basis was $82.1 million as of December 31, 2021. The Company recognized a loss on extinguishment of debt of $3.9 million in the first quarter of Fiscal 2022, which is comprised of $3.0 million of unamortized debt issuance cost offset by the debt discount with the Blue Torch term loan facility, and a prepayment penalty of $0.9 million. The loss on extinguishment of debt is included as a component of Interest expense in the Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022. Blue Torch 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. On March 11, 2022, the Company entered in to the Term Loan Agreement as described above and the facility was terminated, and there were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2021. The Company recognized a loss on extinguishment of debt of $0.1 million in the first quarter of Fiscal 2022 for unamortized transaction costs and upfront fees related to the Revolving Credit Facility, which is included as a component of Interest expense in the Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022. 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. The Company was in compliance with all applicable financial covenants as of March 31, 2022.

Contingencies	3 Months Ended
Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies The 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's 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. On July 28, 2021, plaintiffs filed a second amended complaint re-alleging the UCL claim on behalf of a subclass. The court granted Zoosk’s motion to dismiss that amended claim on October 5, 2021. On October 28, 2021, plaintiffs sought leave to file a third amended complaint that re-alleges a UCL claim. Following briefing and oral argument, the court granted plaintiffs’ motion for leave to file an amended complaint as to one theory of UCL liability and ordered plaintiffs either file the third amended complaint or seek leave to file a fourth amended complaint by February 17, 2022. Plaintiffs filed a third amended complaint, then sought leave to file a fourth amended complaint to substitute one of the two named plaintiffs. On March 31 2022, the court granted Zoosk’s motion to dismiss with prejudice one named plaintiff for failure to prosecute. The court also granted Plaintiffs’ motion to substitute the dismissed plaintiff with a new plaintiff but ordered Plaintiffs to reimburse Zoosk for reasonable costs and attorney fees incurred in connection with the dismissed named plaintiff. Fact discovery concluded on April 29, 2022 except as to discovery from the new named plaintiff, and the parties are engaged in expert discovery. The parties have submitted a proposed order to the court setting the deadline for plaintiffs’ motion for class certification on May 20, 2022 and trial in late 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 decided to commence arbitration proceedings in regard to one of the arbitration claims filed to date, but that claim was withdrawn in November 2021 as it was established that the claimant was not affected by the incident. 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 other individuals claiming to be Zoosk users affected by the 2020 security incident. The attorneys then voluntarily dismissed the petition in its entirety on July 15, 2021. JAMS has initiated three further arbitration claims previously filed and intends to proceed with those arbitrations if requisite fees are paid. Zoosk has refused to pay the respondents’ share of the initiation fee for those arbitrations. On December 8, 2021, the same attorneys then filed a petition to compel arbitration in Orange County Superior Court in California on behalf of those three individuals. In response, Zoosk filed a motion to dismiss the California petition based on the forum selection clause in the Zoosk Terms of Use that selects New York as the venue for any dispute. Zoosk's motion to dismiss was granted in April 2022. Zoosk has also filed a petition to stay arbitration in New York on the basis that the claimants breached the TOU when they filed their arbitration demands and Zoosk is therefore under no obligation to arbitrate. 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. The Company vigorously defends against each of the above legal proceedings. The Company may encounter future legal claims in the normal course of business. 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 of operations or financial condition and believes the recorded legal provisions as of March 31, 2022 are adequate with respect to the probable and estimable liabilities. However, no assurance can be given that these matters will be resolved in the Company's favor.

Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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 March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion(1)	$	94,282	$	100,161	$	82,124	$	96,089

(1) At March 31, 2022 and December 31, 2021, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $5.7 million and $3.4 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 March 31, 2022 and December 31, 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

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"). For the three months ended March 31, 2022 and 2021, the Company recognized total stock-based compensation expense for all the plans of $0.5 million and $1.0 million, respectively, which is included as a component of Other operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.

2020 Long Term Incentive Plan

In connection with the adoption of the LTIP, the Administrative Board authorized for 2020 the issuance of virtual options for up to three million ADSs, including up to one million zero-priced options. In 2021, the Administrative Board authorized the issuance of an additional 500,000 ADSs, which can be used for the issuance of both options and zero-priced options. The additional authorized ADSs were used in connection with the options granted in the first quarter of 2022. As of March 31, 2022, 215,833 virtual options, and 208,867 zero-priced options were available for future grant under the LTIP.

The fair value of the virtual stock options and zero-priced options are measured using a Black-Scholes option-pricing model for the three months ended March 31, 2022. 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	$2.70	$2.70	$2.70	$2.70
Strike price	$2.93	$29.30	$—	$50.00
Term	4.65	4.65	4.65	4.65
Volatility	65.0%	65.0%	65.0%	65.0%
Dividend	—%	—%	—%	—%
Risk-free rate	2.4%	2.4%	2.4%	2.4%

The following table summarizes the activity for the Company's options under the LTIP during the three months ended March 31, 2022:


	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
			(in years)
Outstanding as of December 31, 2021	1,802,228	$4.71	5.62	$0.01
Granted	530,000	2.93

Forfeited	(48,061)	5.24

Outstanding as of March 31, 2022	2,284,167	4.29	5.76	0.01
Vested and exercisable at March 31, 2022	684,513	$4.81	4.95	$0.01


	Number of Options	Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021	1,190,967	$2.53
Granted	530,000	1.20
Vested	(73,252)	3.03
Forfeited	(48,061)	2.56
Unvested as of March 31, 2022	1,599,654	$2.06

The following table summarizes the activity for the Company's zero priced options under the LTIP during the three months ended March 31, 2022:


						Number of Options

Outstanding as of December 31, 2021						584,068
Granted						220,000

Forfeited						(12,935)
Outstanding as of March 31, 2022						791,133
Vested and exercisable at March 31, 2022						104,233


	Number of Options	Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021	514,370	$5.29
Granted	220,000	2.59
Vested	(34,535)	6.21
Forfeited	(12,935)	5.35
Unvested as of March 31, 2022	686,900	$4.38

The total unrecognized compensation expense related to awards granted under the LTIP at March 31, 2022 was $3.2 million, which will be recognized over a weighted-average period of 3.00 years.

As of March 31, 2022 and 2021, diluted loss per share excludes 1,096,902 and 806,280 potentially dilutive common shares, respectively, related to vested option awards, as their effect was anti-dilutive.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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, 2021.
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, 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 There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three months ended March 31, 2022 and through the date of filing of this report that had or are expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

The effect of the Restatement on the March 31, 2022 stockholders’ equity balances is presented in the Condensed Consolidated Statements Shareholder's Equity Sheet below. Regarding the Condensed Consolidated Statements of Cash Flows, the adjustment to net loss was offset by adjustments to change in operating assets and liabilities within cash flows used in operating activities. The Restatement had no effect on total net cash flows from operating, investing or financing activities. The Restatement also impacted Note 2. Revenue, Note 3. Income Taxes, and Note 4. Accrued Expenses and Other Liabilities, which were restated in this Amended Report.


Condensed Consolidated Balance Sheet

	March 31, 2022
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Deferred revenue	$	35,299	$	2,485	$	37,784
Accrued expenses and other current liabilities	26,359		(347)		26,012
Total current liabilities	63,756		2,138		65,894
Total liabilities	177,229		2,138		179,367
Accumulated deficit	(205,752)		(2,122)		(207,874)
Accumulated other comprehensive income	8,086		(16)		8,070
Total shareholders' equity	$	28,955	$	(2,138)	$	26,817


Condensed Consolidated Statements of Operations and Comprehensive Loss

	Three months ended March 31, 2022
(in thousands, except per share data)	As Previously Reported		Restatement Adjustment		As Restated
Revenue	$	52,374	$	(2,467)	$	49,907
Operating income (loss)	2,090		(2,467)		(377)
Loss before income taxes	(5,296)		(2,467)		(7,763)
Income tax (expense) benefit	(53)		345		292
Net loss	(5,349)		(2,122)		(7,471)
Foreign currency translation adjustments	1,109		(16)		1,093
Comprehensive loss	(4,240)		(2,138)		(6,378)
Loss per share - basic and diluted ($)	$	(2.04)	$	(0.81)	$	(2.85)


Condensed Consolidated Statements of Cash Flows

	Three months ended March 31, 2022
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Operating activities
Net loss	$	(5,349)	$	(2,122)	$	(7,471)
Change in operating assets and liabilities:
Accounts payable, accrued expenses, and other current liabilities	(9,937)		(345)		(10,282)
Deferred revenue	$	(1,343)	$	2,467	$	1,124


Condensed Consolidated Statements of Shareholders' Equity

	Accumulated Deficit
(in thousands)	As Previously Reported		Restatement Adjustment		As Restated
Net loss	$	(5,349)	$	(2,122)	$	(7,471)
Balance at March 31, 2022	(205,752)		(2,122)		(207,874)
	Accumulated Other Comprehensive Income
Foreign currency translation adjustments	1,109		(16)		1,093
Balance at March 31, 2022	8,086		(16)		8,070
	Total Shareholders' Equity
Net loss	(5,349)		(2,122)		(7,471)
Foreign currency translation adjustments	1,109		(16)		1,093
Balance at March 31, 2022	$	28,955	$	(2,138)	$	26,817

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

For the three months ended March 31, 2022 and 2021, revenue was as follows:


	Three Months Ended March 31,
(in thousands)	2022		2021
	( As Restated )
Subscription revenue	$	47,542	$	54,546
Virtual currency revenue	1,525		1,096
Advertising revenue	840		737
Total Revenue	$	49,907	$	56,379

Revenue from External Customers by Geographic Areas

Revenue disaggregated by geography, based on where the revenue is generated, consists of the following:


	Three Months Ended March 31,
(in thousands)	2022		2021
	( As Restated )
United States	$	33,431	$	36,550
France	2,883		5,374
Germany	284		333
Rest of world	13,309		14,122
Total Revenue	$	49,907	$	56,379

Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of March 31, 2022 and December 31, 2021:


(in thousands)	March 31, 2022		December 31, 2021
	( As Restated )
Accrued advertising	$	7,824	$	6,483
Accrued employee compensation and benefits	1,619		1,487
Accrued professional fees	1,001		835
Accrued service providers	2,018		1,806
Accrued value-added, sales, and other non-income-based taxes	7,629		8,837
Current portion of income tax payable	3,326		3,733
Current portion of lease liabilities	2,344		2,325
Other	251		1,536
Accrued expenses and other current liabilities	$	26,012	$	27,042

Other Liabilities

Other liabilities consist of the following as of March 31, 2022 and December 31, 2021:


(in thousands)	March 31, 2022		December 31, 2021
Deferred payment to Zoosk's shareholders	$	11,833	$	11,545
Lease liabilities, less current portion	3,272		3,887
Sublease security deposit	1,038		1,038
Other	2,049		1,948
Other liabilities	$	18,192	$	18,418

Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and December 31, 2021:


	March 31, 2022				December 31, 2021
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion(1)	$	94,282	$	100,161	$	82,124	$	96,089

(1) At March 31, 2022 and December 31, 2021, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $5.7 million and $3.4 million, respectively.

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

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	$2.70	$2.70	$2.70	$2.70
Strike price	$2.93	$29.30	$—	$50.00
Term	4.65	4.65	4.65	4.65
Volatility	65.0%	65.0%	65.0%	65.0%
Dividend	—%	—%	—%	—%
Risk-free rate	2.4%	2.4%	2.4%	2.4%

Share-based Payment Arrangement, Option, Activity

The following table summarizes the activity for the Company's options under the LTIP during the three months ended March 31, 2022:


	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
			(in years)
Outstanding as of December 31, 2021	1,802,228	$4.71	5.62	$0.01
Granted	530,000	2.93

Forfeited	(48,061)	5.24

Outstanding as of March 31, 2022	2,284,167	4.29	5.76	0.01
Vested and exercisable at March 31, 2022	684,513	$4.81	4.95	$0.01


	Number of Options	Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021	1,190,967	$2.53
Granted	530,000	1.20
Vested	(73,252)	3.03
Forfeited	(48,061)	2.56
Unvested as of March 31, 2022	1,599,654	$2.06

The following table summarizes the activity for the Company's zero priced options under the LTIP during the three months ended March 31, 2022:


						Number of Options

Outstanding as of December 31, 2021						584,068
Granted						220,000

Forfeited						(12,935)
Outstanding as of March 31, 2022						791,133
Vested and exercisable at March 31, 2022						104,233


	Number of Options	Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021	514,370	$5.29
Granted	220,000	2.59
Vested	(34,535)	6.21
Forfeited	(12,935)	5.35
Unvested as of March 31, 2022	686,900	$4.38

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Condensed Consolidated Balance Sheet
Deferred revenue	$ 37,784		$ 36,973
Increase in reported net loss	(7,471)	$ (6,504)
Increase to accumulated deficit	26,817	91,789	32,693	$ 94,903
Accumulated Deficit
Condensed Consolidated Balance Sheet
Increase in reported net loss	(7,471)	(6,504)
Increase to accumulated deficit	(207,874)	$ (138,752)	$ (200,403)	$ (132,248)
As Previously Reported
Condensed Consolidated Balance Sheet
Deferred revenue	35,299
Increase in reported net loss	(5,349)
Increase to accumulated deficit	28,955
As Previously Reported \| Accumulated Deficit
Condensed Consolidated Balance Sheet
Increase in reported net loss	(5,349)
Increase to accumulated deficit	(205,752)
Restatement Adjustment
Condensed Consolidated Balance Sheet
Deferred revenue	2,485
Increase in reported net loss	(2,122)
Increase to accumulated deficit	(2,138)
Restatement Adjustment \| Accumulated Deficit
Condensed Consolidated Balance Sheet
Increase in reported net loss	(2,122)
Increase to accumulated deficit	$ (2,122)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Basis of Presentation and Summary of Significant Accounting Policies - Restatement of Previously Issued Financials (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Condensed Consolidated Balance Sheet
Deferred revenue	$ 37,784		$ 36,973
Accrued expenses and other current liabilities	26,012		27,042
Total current liabilities	65,894		93,082
Total liabilities	179,367		177,108
Accumulated deficit	(207,874)		(200,403)
Accumulated other comprehensive income	8,070		6,977
Total shareholders' equity	26,817	$ 91,789	32,693	$ 94,903
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	49,907	56,379
Operating Income (Loss)	(377)	1,020
Loss before income taxes	(7,763)	(4,164)
Income tax (expense) benefit	(292)	2,340
Net loss	(7,471)	(6,504)
Foreign currency translation adjustment	1,093	2,354
Comprehensive loss	$ (6,378)	$ (4,150)
Loss per share - diluted (in USD per share)	$ (2.85)	$ (2.50)
Loss per share - basic (in USD per share)	$ (2.85)	$ (2.50)
Condensed Consolidated Statements of Cash Flows
Net loss	$ (7,471)	$ (6,504)
Accounts payable, accrued expenses, and other current liabilities	(10,282)	1,533
Deferred revenue	1,124	2,646
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(7,471)	(6,504)
Foreign currency translation adjustments	1,093	2,354
Balance at March 31, 2022	26,817	91,789	32,693	94,903
Accumulated Deficit
Condensed Consolidated Balance Sheet
Total shareholders' equity	(207,874)	(138,752)	(200,403)	(132,248)
Condensed Consolidated Statements of Operations and Comprehensive Loss
Net loss	(7,471)	(6,504)
Condensed Consolidated Statements of Cash Flows
Net loss	(7,471)	(6,504)
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(7,471)	(6,504)
Balance at March 31, 2022	(207,874)	(138,752)	(200,403)	(132,248)
Accumulated Other Comprehensive Income
Condensed Consolidated Balance Sheet
Total shareholders' equity	8,070	5,650	6,977	3,296
Condensed Consolidated Statements of Operations and Comprehensive Loss
Foreign currency translation adjustment	1,093	2,354
Condensed Consolidated Statements of Shareholders' Equity
Foreign currency translation adjustments	1,093	2,354
Balance at March 31, 2022	8,070	$ 5,650	$ 6,977	$ 3,296
As Previously Reported
Condensed Consolidated Balance Sheet
Deferred revenue	35,299
Accrued expenses and other current liabilities	26,359
Total current liabilities	63,756
Total liabilities	177,229
Accumulated deficit	(205,752)
Accumulated other comprehensive income	8,086
Total shareholders' equity	28,955
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	52,374
Operating Income (Loss)	2,090
Loss before income taxes	(5,296)
Income tax (expense) benefit	53
Net loss	(5,349)
Foreign currency translation adjustment	1,109
Comprehensive loss	$ (4,240)
Loss per share - diluted (in USD per share)	$ (2.04)
Loss per share - basic (in USD per share)	$ (2.04)
Condensed Consolidated Statements of Cash Flows
Net loss	$ (5,349)
Accounts payable, accrued expenses, and other current liabilities	(9,937)
Deferred revenue	(1,343)
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(5,349)
Foreign currency translation adjustments	1,109
Balance at March 31, 2022	28,955
As Previously Reported \| Accumulated Deficit
Condensed Consolidated Balance Sheet
Total shareholders' equity	(205,752)
Condensed Consolidated Statements of Operations and Comprehensive Loss
Net loss	(5,349)
Condensed Consolidated Statements of Cash Flows
Net loss	(5,349)
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(5,349)
Balance at March 31, 2022	(205,752)
As Previously Reported \| Accumulated Other Comprehensive Income
Condensed Consolidated Balance Sheet
Total shareholders' equity	8,086
Condensed Consolidated Statements of Operations and Comprehensive Loss
Foreign currency translation adjustment	1,109
Condensed Consolidated Statements of Shareholders' Equity
Foreign currency translation adjustments	1,109
Balance at March 31, 2022	8,086
Restatement Adjustment
Condensed Consolidated Balance Sheet
Deferred revenue	2,485
Accrued expenses and other current liabilities	(347)
Total current liabilities	2,138
Total liabilities	2,138
Accumulated deficit	(2,122)
Accumulated other comprehensive income	(16)
Total shareholders' equity	(2,138)
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	(2,467)
Operating Income (Loss)	(2,467)
Loss before income taxes	(2,467)
Income tax (expense) benefit	(345)
Net loss	(2,122)
Foreign currency translation adjustment	(16)
Comprehensive loss	$ (2,138)
Loss per share - diluted (in USD per share)	$ (0.81)
Loss per share - basic (in USD per share)	$ (0.81)
Condensed Consolidated Statements of Cash Flows
Net loss	$ (2,122)
Accounts payable, accrued expenses, and other current liabilities	(345)
Deferred revenue	2,467
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(2,122)
Foreign currency translation adjustments	(16)
Balance at March 31, 2022	(2,138)
Restatement Adjustment \| Accumulated Deficit
Condensed Consolidated Balance Sheet
Total shareholders' equity	(2,122)
Condensed Consolidated Statements of Operations and Comprehensive Loss
Net loss	(2,122)
Condensed Consolidated Statements of Cash Flows
Net loss	(2,122)
Condensed Consolidated Statements of Shareholders' Equity
Net loss	(2,122)
Balance at March 31, 2022	(2,122)
Restatement Adjustment \| Accumulated Other Comprehensive Income
Condensed Consolidated Balance Sheet
Total shareholders' equity	(16)
Condensed Consolidated Statements of Operations and Comprehensive Loss
Foreign currency translation adjustment	(16)
Condensed Consolidated Statements of Shareholders' Equity
Foreign currency translation adjustments	(16)
Balance at March 31, 2022	$ (16)

Revenue - Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Disaggregation (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 49,907	$ 56,379
Subscription revenue
Disaggregation of Revenue [Line Items]
Revenue	47,542	54,546
Virtual currency revenue
Disaggregation of Revenue [Line Items]
Revenue	1,525	1,096
Advertising revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 840	$ 737

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Geographical (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Geographical (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 49,907	$ 56,379
United States
Disaggregation of Revenue [Line Items]
Revenue	33,431	36,550
France
Disaggregation of Revenue [Line Items]
Revenue	2,883	5,374
Germany
Disaggregation of Revenue [Line Items]
Revenue	284	333
Rest of world
Disaggregation of Revenue [Line Items]
Revenue	$ 13,309	$ 14,122

- Definition

+ References

+ Details

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 37,784		$ 36,973
Revenue recognized from prior deferred revenue balances	$ 26,100	$ 28,800

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021 </