SEC Filing :: Spark Networks SE

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lov-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the Quarterly Period Ended June 30, 2022


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

For the transition period from ____ to ____

Commission File Number 001-38252

Spark Networks SE

(Exact name of Registrant as specified in its Charter)


Germany			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
Kohlfurter Straße 41/43 Berlin Germany			10999
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (+49) 30 868000

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

American Depository Shares each representing one-tenth of an ordinary share

LOV

The Nasdaq Stock Market, LLC

Ordinary shares, €1.00 nominal value per share*

* Not for trading purposes, but only in connection with the registration of American Depository Shares pursuant to the requirements of the Securities and Exchange Commission.

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☒

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

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

The number of ordinary shares outstanding as of August 1, 2022 was 2,617,397.

Table of Contents


		Page
PART I
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 3 0 , 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 3 0 , 2022 and 2021	4
	Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 3 0 , 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements	7
	Note 1 - Basis of Presentation and Summary of Significant Accounting Policies	7
	Note 2 - Revenue	8
	Note 3 - Income Taxes	8
	Note 4 - Goodwill and Intangible Assets	9
	Note 5 - Accrued Expenses and Other Liabilities	10
	Note 6 - Long-term Debt	11
	Note 7 - Contingencies	12
	Note 8 - Financial Instruments and Fair Value Measurements	13
	Note 9 - Stock-based Compensation	14
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

PART I

Financial Information

Item 1. Financial Statements

Spark Networks SE

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	11,350	$	16,141
Accounts receivable, net of allowance of $338 and $368, respectively	5,584		6,261
Prepaid expenses	4,421		3,201
Other current assets	2,323		1,085
Total current assets	23,678		26,688
Property and equipment, net of accumulated depreciation of $4,268 and $3,998, respectively	4,064		3,613
Goodwill	134,693		134,744
Intangible assets, net of accumulated amortization of $16,162 and $15,522, respectively	28,725		29,369
Deferred tax assets	6,990		7,623
Other assets	6,515		7,764
Total assets	$	204,665	$	209,801
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt	$	1,182	$	17,593
Accounts payable	8,319		11,474
Deferred revenue	34,877		36,973
Accrued expenses and other current liabilities	25,690		27,042
Total current liabilities	70,068		93,082
Long-term debt, net of current portion	93,343		64,531
Deferred tax liabilities	928		1,077
Other liabilities	17,900		18,418
Total liabilities	182,239		177,108
Contingencies (Note 7)
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 June 30, 2022 and December 31, 2021	3,064		3,064
Treasury stock, at €1.00 nominal value; 43,989 shares as of June 30, 2022 and December 31, 2021	(48)		(48)
Additional paid-in capital	224,095		223,103
Accumulated deficit	(216,635)		(200,403)
Accumulated other comprehensive income	11,950		6,977
Total shareholders' equity	22,426		32,693
Total liabilities and shareholders' equity	$	204,665	$	209,801

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

Spark Networks SE

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	48,035	$	55,253	$	97,942	$	111,632
Operating costs and expenses:
Cost of revenue, exclusive of depreciation and amortization	36,356		32,881		70,602		69,799
Other operating expenses	14,520		14,924		29,955		31,075
Depreciation and amortization	577		2,298		1,180		4,588
Impairment of goodwill and intangible assets	—		32,086		—		32,086
Total operating costs and expenses	51,453		82,189		101,737		137,548
Operating loss	(3,418)		(26,936)		(3,795)		(25,916)
Other income (expense):

Interest expense	(2,706)		(3,802)		(9,588)		(7,242)
(Loss) gain on foreign currency transactions	(2,441)		584		(3,208)		(1,144)
Other (expense) income	(3)		(2)		260		(18)
Total other expense, net	(5,150)		(3,220)		(12,536)		(8,404)
Loss before income taxes	(8,568)		(30,156)		(16,331)		(34,320)
Income tax (expense) benefit	(193)		(18,871)		99		(21,211)
Net loss	(8,761)		(49,027)		(16,232)		(55,531)
Other comprehensive income (loss):
Foreign currency translation adjustment	3,880		(800)		4,973		1,554
Comprehensive loss	$	(4,881)	$	(49,827)	$	(11,259)	$	(53,977)

Loss per share:
Basic loss per share	$	(3.35)	$	(18.80)	$	(6.20)	$	(21.30)
Diluted loss per share	$	(3.35)	$	(18.80)	$	(6.20)	$	(21.30)

Weighted average shares outstanding:
Basic	2,617,397		2,608,370		2,617,397		2,607,038
Diluted	2,617,397		2,608,370		2,617,397		2,607,038

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

Spark Networks SE

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

(in thousands, except share data)


	Three Months Ended June 30, 2022
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total shareholders' equity
Balance at April 1, 2022	2,661,386	$	3,064	(43,989)	$	(48)	$	223,605	$	(207,874)	$	8,070	$	26,817
Stock-based compensation	—	—		—	—		490		—		—		490
Net loss	—	—		—	—		—		(8,761)		—		(8,761)
Foreign currency translation adjustments	—	—		—	—		—		—		3,880		3,880
Balance at June 30, 2022	2,661,386	$	3,064	(43,989)	$	(48)	$	224,095	$	(216,635)	$	11,950	$	22,426

	Three Months Ended June 30, 2021
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total shareholders' equity
Balance at April 1, 2021	2,661,386	$	3,064	(55,697)	$	(61)	$	221,888	$	(138,752)	$	5,650	$	91,789
Stock-based compensation	—	—		—	—		580		—		—		580
Treasury stock issued pursuant to equity-based plans	—	—		7,569	8		(386)		—		—		(378)
Net loss	—	—		—	—		—		(49,027)		—		(49,027)
Foreign currency translation adjustments	—	—		—	—		—		—		(800)		(800)
Balance at June 30, 2021	2,661,386	$	3,064	(48,128)	$	(53)	$	222,082	$	(187,779)	$	4,850	$	42,164


	Six Months Ended June 30, 2022
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total shareholders' equity
Balance at January 1, 2022	2,661,386	$	3,064	(43,989)	$	(48)	$	223,103	$	(200,403)	$	6,977	$	32,693
Stock-based compensation	—	—		—	—		992		—		—		992
Net loss	—	—		—	—		—		(16,232)		—		(16,232)
Foreign currency translation adjustments	—	—		—	—		—		—		4,973		4,973
Balance at June 30, 2022	2,661,386	$	3,064	(43,989)	$	(48)	$	224,095	$	(216,635)	$	11,950	$	22,426

	Six Months Ended June 30, 2021
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total shareholders' equity
Balance at January 1, 2021	2,661,386	$	3,064	(55,697)	$	(61)	$	220,852	$	(132,248)	$	3,296	$	94,903
Stock-based compensation	—	—		—	—		1,616		—		—		1,616
Treasury stock issued pursuant to equity-based plans	—	—		7,569	8		(386)		—		—		(378)
Net loss	—	—		—	—		—		(55,531)		—		(55,531)
Foreign currency translation adjustments	—	—		—	—		—		—		1,554		1,554
Balance at June 30, 2021	2,661,386	$	3,064	(48,128)	$	(53)	$	222,082	$	(187,779)	$	4,850	$	42,164

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

Spark Networks SE

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2022		2021
Net loss	$	(16,232)	$	(55,531)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,180		4,588
Impairment of goodwill and intangible assets	—		32,086
Loss on tangible and intangible assets	30		—
Unrealized loss on foreign currency transactions	3,837		1,630
Stock-based compensation expense	992		1,616
Amortization of debt issuance costs and accretion of debt discounts	1,343		2,275
Loss on extinguishment of debt	3,964		—
Deferred tax expense	(158)		21,211
Provision for credit losses	256		214
Non-cash lease expense	1,092		563
Change in operating assets and liabilities:
Accounts receivable	326		(4,099)
Prepaid expenses and other current assets	(2,687)		(793)
Other assets	(5)		525
Accounts payable, accrued expenses, and other current liabilities	(2,980)		(774)
Other liabilities	(1,045)		(814)
Deferred revenue	(608)		1,932
Net cash (used in) provided by operating activities	$	(10,695)	$	4,629

Capital expenditures	(1,268)		(661)

Net cash used in investing activities	$	(1,268)	$	(661)

Proceeds from debt, net of discount and issuance costs	$	97,750	$	—
Repayment of debt	(85,552)		(13,087)
Debt issuance costs paid to third parties	(3,531)		—
Payment of early extinguishment of debt charge	(893)		—
Payments directly related to debt	—		(523)



Net cash provided by (used in) financing activities	$	7,774	$	(13,610)

Net change in cash and cash equivalents and restricted cash	(4,189)		(9,642)
Effects of exchange rate fluctuations on cash and cash equivalents and restricted cash	(613)		(275)
Net decrease in cash and cash equivalents and restricted cash	$	(4,802)	$	(9,917)
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	$	11,477	$	11,200

Supplemental disclosure of cash flow information:
Cash paid for interest including payment of early extinguishment of debt charges of $893 and $0, respectively	$	5,107	$	4,849
Cash paid for income taxes	$	2,538	$	—





Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets	Jun-22		Dec-21
Cash and cash equivalents	$	11,350	$	16,141
Restricted cash included in other current assets	127		138
Total cash and cash equivalents and restricted cash as shown on the condensed consolidated statements of cash flows	$	11,477	$	16,279

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

Spark Networks SE

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1. 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. Except where the context clearly indicates otherwise, the terms “the Company,” “Spark Networks,” “we,” “us” or “our” refer to Spark Networks SE and its consolidated subsidiaries.

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 ("2021 Form 10-K").

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 with borrowings under a new term loan facility with MGG Investment Group LP (the "Term Loan"), which provides more covenant flexibility and allows more resources to be invested into the business to drive growth. The Term Loan was amended on August 5, 2022 to, among other things, revise certain financial covenants related to quarterly testing of the Company's leverage ratio. Refer to Note 6. 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 June 30, 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.

Recently Adopted Accounting Pronouncements

There were no new accounting pronouncements issued by the Financial Accounting Standards Board during the three and six months ended June 30, 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.

Note 2. Revenue

For the three and six months ended June 30, 2022 and 2021, revenue was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Subscription revenue	$	45,975	$	53,697	$	93,517	$	108,243
Virtual currency revenue	1,440		811		2,965		1,907
Advertising revenue	620		745		1,460		1,482
Total Revenue	$	48,035	$	55,253	$	97,942	$	111,632

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
United States	$	32,616	$	36,039	$	66,047	$	72,588
Germany	278		305		562		638
Rest of world	15,141		18,909		31,333		38,406
Total Revenue	$	48,035	$	55,253	$	97,942	$	111,632

During the six months ended June 30, 2022 and 2021, the Company recognized $33.5 million and $34.1 million of revenue, respectively, that was included in the deferred revenue balances as of December 31, 2021 and 2020, respectively.

Note 3. Income Taxes

For the three months ended June 30, 2022 and 2021, the Company recorded income tax expense of $0.2 million and $18.9 million, respectively, which reflects an effective tax rate of (2.3)% and (62.7)%, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded income tax benefit of $0.1 million and income tax expense of $21.2 million, respectively, which reflects an effective rate of 0.6% and (61.9)%, respectively. The change in the provision for the three and six months ended June 30, 2022 was primarily driven by the Company benefiting from year to date losses in the U.S. jurisdiction and the June 2021 establishment of a valuation allowance against US deferred tax assets.

The Company had a valuation allowance against certain U.S., Israel, and German deferred tax assets as of both June 30, 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 June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021, the Company has recorded $0.8 million and $0.7 million of interest and penalties, respectively, 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 findings 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 during the quarter ending June 30, 2022. While the Company is in the process of assessing and responding to 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.

Note 4. Goodwill and Intangible Assets

The Company performs 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, 2022 and June 30, 2021:


(in thousands)
Balance as of January 1, 2022	$	134,744
Impairment charges	—
Impact of currency translation	(51)
Balance as of June 30, 2022	$	134,693

Balance as of January 1, 2021	$	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, the Company recognized $21.8 million impairment charges for its Zoosk reporting unit. No goodwill impairment was recognized during the six months ended June 30, 2022.

The total accumulated impairment loss of the Company's goodwill was $84.5 million as of June 30, 2022 and December 31, 2021.

Intangible Assets

Intangible assets consists of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022
(in thousands)	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	$	(36,360)	$	—	$	—	$	27,440
Long-lived intangible assets:
Brands and trademarks	86		—		(54)		(2)		30
Acquired technology	5,910		—		(4,663)		—		1,247
Customer relationships	10,780		—		(10,780)		—		—
Licenses and domains	205		—		(195)		(2)		8
Other	470		—		(470)		—		—
Total intangible assets	$	81,251	$	(36,360)	$	(16,162)	$	(4)	$	28,725


	December 31, 2021
(in thousands)	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	$	(36,360)	$	—	$	—	$	27,440
Long-lived intangible assets:
Brands and trademarks	86		—		(50)		—		36
Acquired technology	5,910		—		(4,039)		—		1,871
Customer relationships	10,780		—		(10,780)		—		—
Licenses and domains	205		—		(183)		—		22
Other	470		—		(470)		—		—
Total intangible assets	$	81,251	$	(36,360)	$	(15,522)	$	—	$	29,369

During the quarter ended June 30, 2021, the Company recognized a Zoosk trademark impairment charge of $10.3 million. No impairment charge was recorded for the six months ended June 30, 2022.

Amortization expense for the three months ended June 30, 2022 and June 30, 2021 was $0.3 million and $1.7 million, respectively. Amortization expense for the six months ended June 30, 2022 and June 30, 2021 was $0.6 million and $3.4 million, respectively.

Note 5. Accrued Expenses and Other Liabilities

Accrued expenses and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021:


(in thousands)	June 30, 2022		December 31, 2021
Accrued advertising	$	9,984	$	6,483
Accrued employee compensation and benefits	1,396		1,487
Accrued professional fees	1,198		835
Accrued service providers	1,359		1,806
Accrued value-added, sales, and other non-income-based taxes	8,399		8,837
Current portion of income tax payable	606		3,733
Current portion of lease liabilities	2,331		2,325
Other	417		1,536
Accrued expenses and other current liabilities	$	25,690	$	27,042

Other liabilities consist of the following as of June 30, 2022 and December 31, 2021:


(in thousands)	June 30, 2022		December 31, 2021
Deferred payment to Zoosk's shareholders	$	12,126	$	11,545
Lease liabilities, less current portion	2,639		3,887
Sublease security deposit	1,038		1,038
Other	2,097		1,948
Other liabilities	$	17,900	$	18,418

Note 6. Long-term Debt

MGG Term Loan Agreement

On March 11, 2022, the Company entered into a Financing Agreement ( the "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 Financing 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 Term 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 Financing 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 Financing Agreement 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.

On August 5, 2022, the Company entered into an amendment to the Financing Agreement (the "Amendment"). The Amendment revised certain financial covenants associated with the quarterly leverage ratio and requires the Company to maintain quarterly leverage ratio no greater than 5.25 to 1.00 for the quarter ending June 30, 2022, 5.50 to 1.00 for the quarter ending September 30, 2022, 5.75 to 1.00 for the quarter ending December 31, 2022, and 5.50 to 1.00 for the quarter ending March 31, 2023. The remaining quarterly leverage ratio did not change. The Amendment also requires the Company's minimum marketing spend for the twelve consecutive month period ending at the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2022, not to be less than $80.0 million.

Additionally, the Amendment amended the margin for the Term Loan interest to be set at the levels based on the period for which the leverage ratio is calculated. Specifically, from August 5, 2022 to June 30, 2023, the margin shall be 7.5% or 8.5% on reference rate or LIBOR rate, respectively, based on the leverage ratio greater than or equal to 4.25 to 1.00, or 7.0% or 8.0% on reference rate or LIBOR rate, respectively, based on the leverage ratio less than 4.25 to 1.00, and after June 30, 2023, the margin shall be 7.5% or 8.5% on reference rate or LIBOR rate, respectively, based on the leverage ratio greater than or equal to 3.75 to 1.00, or 7.0% or 8.0% on reference rate or LIBOR rate, respectively, based on the leverage ratio less than 3.75 to 1.00.

As of June 30, 2022, we were in compliance with all such covenants, and the aggregated outstanding principal balance and amortized cost basis of the Term Loan was $100 million and $94.5 million, respectively.

Termination of Blue Torch Term Loan Facility and Blue Torch Revolving Credit Facility

During the quarter ended March 31, 2022, the Company used funds borrowed under the Financing Agreement to pay off the outstanding balance of the debt under the existing Blue Torch term loan facility (the "Blue Torch Term Loan Facility") with a principal amount of $85.6 million, and the amortized cost basis of $82.1 million as of December 31, 2021. The Company recognized a loss on extinguishment of debt of $3.9 million, 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 in the Interest expense on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022, The existing Blue Torch Term Loan Facility was terminated.

Additionally, the Company terminated the existing Blue Torch revolving credit facility (the "Blue Torch Revolving Credit Facility") and recognized a loss on extinguishment of debt of $0.1 million during the quarter ended March 31, 2022 for unamortized transaction costs and upfront fees related to the Blue Torch Revolving Credit Facility, which was included in Interest expense in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss. There was no outstanding debt under the Blue Torch Revolving Credit Facility at the time of termination.

Note 7. 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. On July 27, 2022, the U.S. District Court for the Northern District of California denied the plaintiff's move for class certification due to the valid class action waiver the plaintiff agreed to in Zoosk's Terms of Use (the "TOU").

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 TOU 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 June 30, 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.

Hungarian Proceeding

On May 18, 2022, the Hungarian Competition Authority (the “GVH”) initiated a proceeding against Spark Networks Services GmbH alleging unfair commercial practices concerning the Company’s Hungarian EliteSingles (in Hungarian: Elittárs) dating service. As a result of the proceeding, the GVH could determine that certain commercial practices were not compliant with Hungarian laws and may need to be changed. In addition, the GVH could impose fines. We expect the proceeding to take 12-18 months; at this early stage, we cannot predict the outcome of the proceeding. Accordingly, we cannot predict what the GVH may determine regarding the Company’s compliance with Hungarian laws or whether the GVH might impose any fines.

Note 8. 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, 2022 and December 31, 2021:


	June 30, 2022				December 31, 2021
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion(1)	$	94,525	$	95,158	$	82,124	$	96,089

(1) At June 30, 2022 and December 31, 2021, the carrying value of long-term debt is net of unamortized original issue discount and debt issuance costs of $5.5 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 June 30, 2022 and December 31, 2021.

Note 9. 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 June 30, 2022 and 2021, the Company recognized total stock-based compensation expense for all the plans of $0.5 million and $0.6 million, respectively, and for the six months ended June 30, 2022 and 2021, the Company recognized total stock-based compensation expense for all the plans of $1.0 million and $1.6 million, respectively. Total stock-based compensation expense is included as a component of Other operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

2020 Long Term Incentive Plan

The LTIP provides for the grant of virtual stock options, where each option represents the right to receive, upon exercise, a certain amount in cash determined based on the relevant ADS Stock Price of the option minus the strike price of such options; provided, however, that the Company may elect to settle options in ADSs or ordinary shares of the Company instead of cash. In connection with the adoption of the LTIP, the Administrative Board of the Company (the "Administrative Board") authorized the issuance of virtual options for up to 3.5 million American Depository Shares ("ADSs"), subject to limitations imposed by German law. As of June 30, 2022, 117,080 ADSs have been issued pursuant to previous exercises.

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, 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	$2.30 - $2.70	$2.30 -$2.70	$2.30 - $3.19	$2.30 - $3.19
Strike price	$2.93	$29.30	$—	$50.00
Term	4.65	4.65	4.65	4.65
Volatility	65.0%	65.0%	65.0% - 69.0%	65.0% - 69.0%
Dividend	—%	—%	—%	—%
Risk-free rate	2.4% - 2.9%	2.4% - 2.9%	2.4% - 3.0%	2.4% - 3.0%

The following table summarizes the activity for the Company's options under the LTIP during the six months ended June 30, 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	943,000	2.93

Forfeited	(215,611)	4.43

Outstanding as of June 30, 2022	2,529,617	4.07	5.72	0.25
Vested and exercisable at June 30, 2022	792,015	$4.84	4.77	$0.01


	Number of Options	Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021	1,190,967	$2.53
Granted	943,000	1.10
Vested	(180,754)	2.91
Forfeited	(215,611)	2.26
Unvested as of June 30, 2022	1,737,602	$1.75

The following table summarizes the activity for the Company's zero priced options under the LTIP during the six months ended June 30, 2022:


						Number of Options

Outstanding as of December 31, 2021						584,068
Granted						493,000

Forfeited						(69,106)
Outstanding as of June 30, 2022						1,007,962
Vested and exercisable at June 30, 2022						149,892

Number of Options

Weighted Average Grant Date Fair Value

Unvested as of December 31, 2021