MIME-Version: 1.0 X-Document-Type: Workbook Content-Type: multipart/related; boundary="----=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88" This document is a Single File Web Page, also known as a Web Archive file. If you are seeing this message, your browser or editor doesn't support Web Archive files. Please download a browser that supports Web Archive, such as Microsoft Internet Explorer. ------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Workbook.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

This page should be opened with Microsoft Excel XP or newer.

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet01.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Document and Entity Information
3 Months Ended
Mar. 31, 2013
Apr. 29, 2013
Document and Entity Information [Abstract]
Entity Registrant Name SPARK NETWORKS INC
Entity Central Index Key 0001314475
Document Type 10-Q
Document Period End Date Mar 31, 2013
Amendment Flag false
Document Fiscal Year Focus 2013
Document Fiscal Period Focus Q1
Current Fiscal Year End Date --12-31
Entity Filer Category Smaller Reporting Company
Entity Common Stock, Shares Outstanding 21,031,017
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet02.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2013
Dec. 31, 2012
Current assets:
Cash and cash equivalents $ 7,972 $ 10,458
Restricted cash 1,327 1,232
Accounts receivable 1,372 1,510
Deferred tax asset, net - current 8 8
Prepaid expenses and other 1,282 861
Total current assets 11,961 14,069
Property and equipment, net 3,231 3,133
Goodwill 8,976 8,861
Intangible assets, net 2,147 2,143
Deferred tax asset, net - non-current 4 5
Other assets 895 153
Total assets 27,214 28,364
Current liabilities:
Accounts payable 1,107 1,093
Accrued liabilities 4,610 5,339
Deferred revenue 9,388 8,128
Deferred tax liability - current 257 257
Total current liabilities 15,362 14,817
Deferred tax liability - non-current 1,520 1,413
Other liabilities 1,352 588
Total liabilities 18,234 16,818
Commitments and contingencies (Note 8)      
Stockholders' equity:
10,000,000 shares of Preferred Stock, $0.001 par value, 450,000 of which are designated as Series C Junior Participating Cumulative Preferred Stock, with no shares of Preferred Stock issued or outstanding      
100,000,000 shares of Common Stock, $0.001 par value, with 20,997,489 and 20,945,364 shares of Common Stock issued and outstanding at March 31, 2013 and December 31, 2012, respectively: 21 21
Additional paid-in-capital 55,211 54,857
Accumulated other comprehensive income 732 712
Accumulated deficit (46,984) (44,044)
Total stockholders' equity 8,980 11,546
Total liabilities and stockholders' equity $ 27,214 $ 28,364
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet03.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 20,997,489 20,945,364
Common stock, shares outstanding 20,997,489 20,945,364
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Designated as Series C Junior Participating Cumulative Preferred Stock [Member]
Preferred stock, shares authorized 450,000 450,000
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet04.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $)
Share data in Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Consolidated Statements of Operations and Comprehensive Loss [Abstract]
Revenue $ 17,263,000 $ 14,555,000
Cost and expenses:
Cost of revenue (exclusive of depreciation shown separately below) 13,657,000 11,848,000
Sales and marketing 1,262,000 973,000
Customer service 703,000 613,000
Technical operations 332,000 350,000
Development 791,000 846,000
General and administrative 2,934,000 2,238,000
Depreciation 453,000 403,000
Amortization of intangible assets 0 13,000
Total cost and expenses 20,132,000 17,284,000
Operating loss (2,869,000) (2,729,000)
Interest income and other, net (53,000) (127,000)
Loss before income taxes (2,816,000) (2,602,000)
Provision (benefit) for income taxes 124,000 (889,000)
Net loss (2,940,000) (1,713,000)
Net loss per share-basic and diluted $ (0.14) $ (0.08)
Weighted average shares outstanding - basic and diluted 20,960 20,596
Comprehensive loss $ (2,920,000) $ (1,675,000)
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet05.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Stock-based compensation:
Stock-based compensation $ 188 $ 204
Cost of revenue [Member]
Stock-based compensation:
Stock-based compensation    2
Sales and marketing [Member]
Stock-based compensation:
Stock-based compensation 34 20
Technical operations [Member]
Stock-based compensation:
Stock-based compensation 1 30
Development [Member]
Stock-based compensation:
Stock-based compensation 4 11
General and administrative [Member]
Stock-based compensation:
Stock-based compensation $ 149 $ 141
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet06.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Cash flows from operating activities:
Net loss $ (2,940) $ (1,713)
Adjustments to reconcile net loss to cash used in operating activities:
Deferred taxes 108 76
Depreciation and amortization 453 416
Stock-based compensation 188 204
Foreign exchange gain on intercompany loan (79) (125)
Changes in operating assets and liabilities:
Restricted cash (95) (137)
Accounts receivable 138 143
Prepaid expenses and other assets (424) 51
Accounts payable and accrued liabilities (783) (1,875)
Deferred revenue 1,260 1,030
Other 9 7
Net cash used in operating activities (2,165) (1,923)
Cash flows from investing activities:
Purchases of property and equipment (484) (649)
Purchases of intangible assets (3) (23)
Net cash used in investing activities (487) (672)
Cash flows from financing activities:
Proceeds from issuance of common stock 166 6
Net cash provided by financing activities 166 6
Net decrease in cash (2,486) (2,589)
Cash and cash equivalents at beginning of period 10,458 15,106
Cash and cash equivalents at end of period 7,972 12,517
Supplemental disclosure of non-cash investing and financing activities:
Operating lease incentives $ 751
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet07.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
The Company and Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2013
The Company and Summary of Significant Accounting Policies [Abstract]
The Company and Summary of Significant Accounting Policies
1. The Company and Summary of Significant Accounting Policies

The Company

The common stock of Spark Networks, Inc., a Delaware corporation (the “Company”), is traded on the NYSE MKT.

On December 31, 2010, Spark Networks Limited (“SNUK”) distributed its shareholdings in each of HurryDate, LLC; MingleMatch, Inc.; Kizmeet, Inc.; SN Holdco, LLC; SN Events, Inc.; Reseaux Spark Canada Ltd. and Spark SocialNet, Inc. by transferring its shares in those companies to Spark Networks, Inc. Spark Networks, Inc. subsequently transferred all of its shares in the same companies to LOV USA, LLC, a newly formed and wholly owned subsidiary of Spark Networks, Inc. SNUK continues to hold all of the shares of Spark Networks (Israel) Limited, VAP AG and JDate Limited. In addition, SNUK now holds all of the shares of Spark Networks USA, LLC, a newly formed subsidiary into which SNUK has transferred all of its United States based assets.

The Company is a leading global media business, focused on creating iconic niche-focused brands that build and strengthen the communities they serve. Core properties are primarily online dating websites accessible via desktop and mobile devices that enable adults to meet, participate in a community and form relationships with like-minded individuals by using many features on its websites, such as detailed profiles, onsite email centers, real-time chat rooms, instant messaging services, suggested matches, interactive games and advanced searching tools. Today, the Company’s largest and most recognizable websites are ChristianMingle.com and JDate.com. The Company also operates several international websites and maintains physical operations in both the United States and Israel.

Membership on the online dating websites is free and allows registered members to create their own detailed profiles and access searchable databases of member profiles. On the majority of the websites, the ability to initiate most communication with other members requires the payment of monthly subscription fees, which represents the primary source of revenue. The Company offers a variety of subscription plans with varying prices based upon subscription length and features. Subscriptions renew automatically until subscribers terminate them. The Company also receives incremental revenue from online advertising sales and offline events.

The Company has evaluated all subsequent events through the date the consolidated financial statements were issued.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the parent company and all of its majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“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. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, cost of revenue, prepaid advertising, website and software development costs, goodwill, intangible and other long-lived assets, accounting for business combinations, legal contingencies, income taxes and stock-based compensation. In addition, the Company uses assumptions when employing the Black-Scholes option valuation model to calculate the fair value of granted stock-based awards. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates.

 

The consolidated financial statements on this Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2012 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2012.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet08.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Adoption of New Accounting Principles
3 Months Ended
Mar. 31, 2013
Adoption of New Accounting Principles [Abstract]
Adoption of New Accounting Principles
2. Adoption of New Accounting Principles

Effective January 1, 2013, the Company adopted Accounting Standards Update (“ASU”) No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. The adoption of ASU 2013-02 concerns presentation and disclosure only, and did not have an impact on the Company’s consolidated financial position or results of operations.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet09.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Net Loss Per Share
3 Months Ended
Mar. 31, 2013
Net Loss Per Share [Abstract]
Net Loss Per Share
3. Net Loss Per Share

The Company calculates and presents the net loss per share on both a basic and diluted basis. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding.

 

                 
    For the Three Months Ended March 31,  
    2013     2012  
    (in thousands except per share data)  

Net Loss Per Share of Common Stock – Basic and Diluted

               

Net loss applicable to common stock

  $ (2,940   $ (1,713

Weighted average shares outstanding-basic and diluted

    20,960       20,596  
   

 

 

   

 

 

 

Net Loss Per Share – Basic and Diluted

  $ (0.14   $ (0.08
   

 

 

   

 

 

 

All stock options for both periods have been excluded from the diluted weighted average shares outstanding calculation because they would have been anti-dilutive.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet10.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Revolving Credit Facility
3 Months Ended
Mar. 31, 2013
Revolving Credit Facility [Abstract]
Revolving Credit Facility
4. Revolving Credit Facility

As of March 31, 2013, the Company and its wholly-owned subsidiary, Spark Networks USA, LLC have a $15.0 million revolving credit facility with Bank of America, which was entered into on February 14, 2008 with subsequent amendments (the “Credit Agreement”). The Credit Agreement matures on February 14, 2014.

The per annum interest rate under the Credit Agreement is LIBOR, or the Eurodollar Rate (as defined in the Credit Agreement) under certain circumstances, plus 2%. In the event the Company elects to borrow under a base rate loan, the interest rate is increased to the prime rate plus 1%. The Company pays a 0.25% per annum commitment fee on all funds not utilized under the facility, measured on a daily basis.

On April 25, 2013, the parties executed a Fifth Amendment to the Credit Agreement (the “Amendment”). The Amendment, among other things, updated the financial covenants regarding the requirement to maintain a minimum consolidated adjusted EBITDA, minimum consolidated net liquidity and minimum consolidated revenue during different periods. The Credit Agreement also contains covenants regarding Jewish Networks minimum contribution and the Company’s ability to repurchase or redeem equity interests or issue dividends up to a specified amount, as well as other covenants, with exceptions, including restrictions on debt, liens and investments. A default could cause any outstanding amounts to become immediately due and payable and prohibit the Company from obtaining further credit under the Credit Agreement.

 

The Company was compliant with the Credit Agreement’s customary affirmative and negative covenants, as of March 31, 2013.

As of March 31, 2013, there was no outstanding amount under the Credit Agreement. In connection with the original Credit Agreement and the first five amendments thereto, the Company paid deferred financing costs of approximately $446,000 and $111,000, respectively. Costs associated with both the original Credit Agreement and the first five amendments thereto were included in prepaid expenses and other, and other assets. The deferred financing costs are amortized to interest income and other, net in the Consolidated Statements of Operations and Comprehensive Loss over the full term of the Credit Agreement. Amortization expense for the deferred financing costs for the three months ended March 31, 2013 and 2012 was $7,000 and $4,000, respectively.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet11.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity
3 Months Ended
Mar. 31, 2013
Stockholders' Equity [Abstract]
Stockholders' Equity
5. Stockholders’ Equity

Re-Pricing of Employees Options

In 2009, the Company offered to re-price options for certain employees. These employees could surrender their existing options in exchange for a like number of options with a new grant date, a lower exercise price, a lower number of vested options and a modified vesting schedule. The exchange of options was treated as a synthetic re-pricing, which includes a cancellation and replacement of equity instruments. The incremental expense was approximately $1.0 million and is being recognized over the four year vesting term of the newly issued options. The incremental expense recognized for each of the three month periods ended March 31, 2013 and 2012 was $0 and $43,000, respectively.

Employee Stock Option Plans

On July 9, 2007, pursuant to the completion of the Scheme of Arrangement, the Company adopted the Spark Networks, Inc. 2007 Omnibus Incentive Plan (the “2007 Plan”) originally authorizing and reserving 2.5 million options with annual increases. In connection with the Company’s Scheme of Arrangement, the 2004 Share Option Plan was frozen; however, all outstanding options previously granted thereunder continue in full force and effect.

Awards under the 2007 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock units, performance stock or unit awards, other stock-based awards and cash-based incentive awards.

The Compensation Committee may grant an award to a participant. The terms and conditions of the award, including the quantity, price, vesting periods and other conditions on exercise may be determined by the Compensation Committee.

The exercise price for stock options may be determined by the Compensation Committee in its discretion, but may not be lower than the closing sale price of one share of the Company’s common stock on the NYSE MKT (or any other applicable exchange on which the stock is listed) on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of stock of the Company on the date of grant, the exercise price may not be less than 110% of the closing sale price of one share of common stock on the date the stock option is granted.

As of March 31, 2013, total unrecognized compensation cost related to non-vested stock options was $1.7 million. This cost is expected to be recognized over a weighted-average period of 3 years. The following table describes option activity for the three months ended March 31, 2013:

 

                 
    Number of
Shares
    Weighted
Average
Price per Share
 
    (in thousands)        

Outstanding at December 31, 2012

    3,829     $  3.88  

Granted

    100       7.25  

Exercised

    (52     3.19  

Forfeited

    (15     7.28  

Expired

    (3     3.00  
   

 

 

   

 

 

 

Outstanding at March 31, 2013

    3,859     $ 3.96  

 

Stockholder Rights Plan

In July 2007, the Company adopted a stockholder rights plan. The rights accompany each share of common stock of the Company and are evidenced by ownership of common stock. The rights are not exercisable except upon the occurrence of certain takeover-related events. Once triggered, the rights would entitle the stockholders, other than a person qualifying as an “Acquiring Person” pursuant to the rights plan, to purchase additional common stock at a 50% discount to their fair market value. The rights issued under the Rights Plan may be redeemed by the board of directors at a nominal redemption price of $0.001 per right, and the board of directors may amend the rights in any respect until the rights are triggered.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet12.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Accumulated Other Comprehensive Income
3 Months Ended
Mar. 31, 2013
Accumulated Other Comprehensive Income [Abstract]
Accumulated Other Comprehensive Income
6. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated balances of other comprehensive income for the three months ended March 31, 2013:

 

         
    Foreign Currency
Translation
 
   

(all balances are in thousands,

net of $0 tax)

 

Balance at December 31, 2012

  $ 712  

Other comprehensive income before reclassifications

    20  

Amounts reclassified from accumulated other comprehensive income

    —    
   

 

 

 

Balance at March 31, 2013

  $ 732  

There were no reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2013.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet13.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Segment Information
3 Months Ended
Mar. 31, 2013
Segment Information [Abstract]
Segment Information
7. Segment Information

The Company has four operating segments: (1) Jewish Networks, which consists of JDate.com, JDate.co.uk, JDate.fr, JDate.co.il, Cupid.co.il and their respective co-branded websites; (2) Christian Networks, which consists of ChristianMingle.com, ChristianMingle.co.uk, ChristianMingle.com.au, Believe.com, ChristianCards.net, DailyBibleVerse.com and Faith.com; (3) Other Networks, which consists of Spark.com and related other general market websites, as well as other properties which are primarily composed of sites targeted towards various religious, ethnic, geographic and special interest groups; and (4) Offline & Other Businesses, which consists of revenue generated from offline activities and HurryDate events and subscriptions.

 

                 
    Three Months Ended
March 31,
 
(in thousands)   2013     2012  

Revenue

               

Jewish Networks

  $ 6,452     $ 6,580  

Christian Networks

    9,908       6,853  

Other Networks

    815       1,031  

Offline & Other Businesses

    88       91  
   

 

 

   

 

 

 

Total revenue

  $ 17,263     $ 14,555  
   

 

 

   

 

 

 

Direct marketing expenses

               

Jewish Networks

    751       801  

Christian Networks

    11,722       9,795  

Other Networks

    199       312  

Offline & Other Businesses

    26       30  
   

 

 

   

 

 

 

Total direct marketing expenses

  $ 12,698     $ 10,938  
   

 

 

   

 

 

 

Unallocated operating expenses

    7,434       6,346  
   

 

 

   

 

 

 

Operating loss

  $ 2,869     $ 2,729  
   

 

 

   

 

 

 

 

Due to the Company’s integrated business structure, cost and expenses, other than direct marketing expenses, are not allocated to the individual reporting segments. As such, the Company does not measure operating profit or loss by segment for internal reporting purposes. Assets are not allocated to the different business segments for internal reporting purposes.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet14.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Commitments and Contingencies
3 Months Ended
Mar. 31, 2013
Commitments and Contingencies [Abstract]
Commitments and Contingencies
8. Commitments and Contingencies

Legal Proceedings

Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for a description of litigation and claims.

On October 16, 2012, Kristina Kirby, Christopher Wagner and Jamie Carper (collectively referred to as “Plaintiffs”), on behalf of themselves and all other similarly situated, filed a putative class action Complaint in the Superior Court for the State of California, County of Los Angeles alleging claims against Spark Networks USA, LLC for violations of California Business & Professions Code section 17529.5. Plaintiffs allege that certain e-mail communications advertising websites of Spark Networks USA, LLC and received by Plaintiffs violate a California statute prohibiting false and deceptive e-mail communications (namely, California Business & Professions Code section 17529.5). Plaintiffs generally allege that they seek damages in excess of $25,000. As of March 28, 2013, the e-mail publishers responsible for distributing the e-mails at issue in this litigation have agreed to furnish a complete defense to the Company, through independent counsel at their own expense, pursuant to contractual indemnification provisions.

The Company has additional existing legal claims and may encounter future legal claims in the normal course of business. In the Company’s opinion, the resolutions of the existing legal claims are not expected to have a material impact on its financial position or results of operations. The Company believes it has accrued appropriate amounts, where necessary, in connection with the above litigation.

Operating Leases

On February 1, 2013, the Company entered into a new lease for office space which expires on October 31, 2018. The Company plans to relocate to the new office space prior to the expiration of its current lease. Free rent, scheduled rent increases and rent credits are accounted for on a straight-line basis through the life of the lease. Lease incentives, including tenant improvements and parking credits, were capitalized and are amortized on a straight-line basis through the life of the lease. As of March 31, 2013, the remaining commitments under the current lease and the new lease are $130,000 and $2.6 million, respectively.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet15.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Income Taxes
3 Months Ended
Mar. 31, 2013
Income Taxes [Abstract]
Income Taxes
9. Income Taxes

The Company did not recognize tax benefit for losses incurred in the first three months ended March 31, 2013, as the Company recorded a valuation allowance against deferred tax assets. The Company recorded a provision for income tax of $124,000 for the three months ended March 31, 2013 which consists of $83,000 of deferred tax related to an increase in the deferred tax liability associated with tax deductible amortization of goodwill and other indefinite lived intangibles, $19,000 of foreign and state current tax and $22,000 related to interest accrued on its unrecognized tax benefits.

 

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet16.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Related Party Transactions
3 Months Ended
Mar. 31, 2013
Related Party Transactions [Abstract]
Related Party Transactions
10. Related Party Transactions

Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for a description of related party transactions.

In January 2012, the Company entered into an agreement with Ultra Unlimited Corp., a software development firm, to develop and initially operate a website for the Company and to provide the Company with certain software. The Chief Executive Officer of Ultra Unlimited Corp. is the brother of Michael Kumin, a director of the Company. Michael Kumin and Jonathan Bulkeley, also a director of the Company, have informed the Company that they are individual investors in Ultra Unlimited Corp. In January 2013, the agreement was extended through December 31, 2014 solely for software services.

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet17.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
The Company and Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2013
The Company and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the parent company and all of its majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“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. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, cost of revenue, prepaid advertising, website and software development costs, goodwill, intangible and other long-lived assets, accounting for business combinations, legal contingencies, income taxes and stock-based compensation. In addition, the Company uses assumptions when employing the Black-Scholes option valuation model to calculate the fair value of granted stock-based awards. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates.

 

The consolidated financial statements on this Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2012 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2012.

------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet18.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Net Loss Per Share (Tables)
3 Months Ended
Mar. 31, 2013
Net Loss Per Share [Abstract]
Net loss per share of both basic and diluted

The Company calculates and presents the net loss per share on both a basic and diluted basis. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding.

 

                 
    For the Three Months Ended March 31,  
    2013     2012  
    (in thousands except per share data)  

Net Loss Per Share of Common Stock – Basic and Diluted

               

Net loss applicable to common stock

  $ (2,940   $ (1,713

Weighted average shares outstanding-basic and diluted

    20,960       20,596  
   

 

 

   

 

 

 

Net Loss Per Share – Basic and Diluted

  $ (0.14   $ (0.08
   

 

 

   

 

 

 
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet19.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2013
Stockholders' Equity [Abstract]
Stock options activity

The following table describes option activity for the three months ended March 31, 2012:

 

                 
    Number of
Shares
    Weighted
Average
Price per Share
 
    (in thousands)        

Outstanding at December 31, 2012

    3,829     $  3.88  

Granted

    100       7.25  

Exercised

    (52     3.19  

Forfeited

    (15     7.28  

Expired

    (3     3.00  
   

 

 

   

 

 

 

Outstanding at March 31, 2013

    3,859     $ 3.96  
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet20.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Accumulated Other Comprehensive Income (Tables)
3 Months Ended
Mar. 31, 2013
Accumulated Other Comprehensive Income [Abstract]
Summary of changes in accumulated balances of other comprehensive income

The following table summarizes the changes in accumulated balances of other comprehensive income for the three months ended March 31, 2013:

 

         
    Foreign Currency
Translation
 
   

(all balances are in thousands,

net of $0 tax)

 

Balance at December 31, 2012

  $ 712  

Other comprehensive income before reclassifications

    20  

Amounts reclassified from accumulated other comprehensive income

    —    
   

 

 

 

Balance at March 31, 2013

  $ 732  
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet21.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Segment Information (Tables)
3 Months Ended
Mar. 31, 2013
Segment Information [Abstract]
Summary of segment information
                 
    Three Months Ended
March 31,
 
(in thousands)   2013     2012  

Revenue

               

Jewish Networks

  $ 6,452     $ 6,580  

Christian Networks

    9,908       6,853  

Other Networks

    815       1,031  

Offline & Other Businesses

    88       91  
   

 

 

   

 

 

 

Total revenue

  $ 17,263     $ 14,555  
   

 

 

   

 

 

 

Direct marketing expenses

               

Jewish Networks

    751       801  

Christian Networks

    11,722       9,795  

Other Networks

    199       312  

Offline & Other Businesses

    26       30  
   

 

 

   

 

 

 

Total direct marketing expenses

  $ 12,698     $ 10,938  
   

 

 

   

 

 

 

Unallocated operating expenses

    7,434       6,346  
   

 

 

   

 

 

 

Operating loss

  $ 2,869     $ 2,729  
   

 

 

   

 

 

 
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet22.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Net Loss Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Net Loss Per Share of Common Stock - Basic and Diluted
Net loss applicable to common stock $ (2,940) $ (1,713)
Weighted average shares outstanding - basic and diluted 20,960 20,596
Net Loss Per Share - Basic and Diluted $ (0.14) $ (0.08)
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet23.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Revolving Credit Facility (Details Textual) (USD $)
1 Months Ended 3 Months Ended
Apr. 30, 2013
Mar. 31, 2013
Mar. 31, 2012
Apr. 25, 2013
Feb. 14, 2008
Original Credit Agreement [Member]
Apr. 25, 2013
Credit Agreement Amendment [Member]
Revolving Credit Facility (Textual) [Abstract]
Deferred financing costs $ 446,000 $ 111,000
Revolving Credit Facility (Additional Textual) [Abstract]
Revolving credit facility 15,000,000
Credit facility initiation date Feb 14, 2008
Maturity date of credit agreement Feb 14, 2014
Revolving credit facility agreement under fifth amendment Apr 25, 2013
Per annum interest rate under credit agreement LIBOR or Eurodollar Rate +2%
Variable interest rate on credit agreement 2.00%
Interest rate on base rate loan 1.00%
Commitment fee per annum 0.25%
Outstanding amounts under credit agreement 0
Amortization expense $ 7,000 $ 4,000
Base rate loan, Interest Rate Description Prime Rate plus 1%
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet24.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Stock options activity
Beginning Balance, Number of Shares 3,829
Granted, Number of Shares 100
Exercised, Number of Shares (52)
Forfeited, Number of Shares (15)
Expired, Number of Shares (3)
Ending Balance, Number of Shares 3,859
Beginning Balance, Weighted Average Price Per Share $ 3.88
Granted, Weighted Average Price Per Share $ 7.25
Exercised, Weighted Average Price Per Share $ 3.19
Forfeited, Weighted Average Price Per Share $ 7.28
Expired, Weighted Average Price Per Share $ 3
Ending Balance, Weighted Average Price Per Share $ 3.96
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet25.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Stockholders' Equity (Details Textual) (USD $)
Share data in Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Jul. 09, 2007
Stockholders' Equity (Additional Textual) [Abstract]
Incremental expense $ 1,000,000
Incremental expense, period recognized 4 years
Incremental expense recognized 0 43,000
Options authorized and reserved 2.5
Exercise price for stock options not be lower than the closing sale price
Incentive stock options granted more than 10% of the total combined voting power
Exercise price, incentive stock options, description price is NOT to be less than 110% of the closing sale price
Unrecognized compensation cost related to non-vested stock options $ 1,700,000
Compensation cost expected to be recognized 3 years
Discount on purchase of additional common shares 50.00%
Redemption price per right $ 0.001
Minimum [Member]
Stockholders' Equity (Textual) [Abstract]
Percentage of incentive stock options granted 10.00%
Percentage of exercise price 110.00%
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet26.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Accumulated Other Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Summary of changes in accumulated balances of other comprehensive income
Balance at December 31, 2012 $ 712
Other comprehensive income before reclassifications 20
Amounts reclassified from accumulated other comprehensive income   
Balance at March 31, 2013 $ 732
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet27.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Accumulated Other Comprehensive Income (Details Textual) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Accumulated Other Comprehensive Income (Textual) [Abstract]
Reclassifications out of accumulated other comprehensive income $ 0
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet28.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Segment Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Summary of segment information
Total revenue $ 17,263 $ 14,555
Operating loss 2,869 2,729
Reportable Segment [Member]
Summary of segment information
Total revenue 17,263 14,555
Total direct marketing expenses 12,698 10,938
Unallocated operating expenses 7,434 6,346
Operating loss 2,869 2,729
Reportable Segment [Member] | Jewish Networks [Member]
Summary of segment information
Total revenue 6,452 6,580
Total direct marketing expenses 751 801
Reportable Segment [Member] | Christian Networks [Member]
Summary of segment information
Total revenue 9,908 6,853
Total direct marketing expenses 11,722 9,795
Reportable Segment [Member] | Other Networks [Member]
Summary of segment information
Total revenue 815 1,031
Total direct marketing expenses 199 312
Reportable Segment [Member] | Offline and Other Businesses [Member]
Summary of segment information
Total revenue 88 91
Total direct marketing expenses $ 26 $ 30
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet29.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Segment Information (Details Textual)
3 Months Ended
Mar. 31, 2013
Segments
Segment Information (Textual) [Abstract]
Number of separate reportable segments 4
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet30.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Commitments and Contingencies (Details) (USD $)
1 Months Ended 3 Months Ended
Oct. 31, 2012
Mar. 31, 2013
Commitments and Contingencies (Additional Textual) [Abstract]
Lease for office space expires Oct 31, 2018
Plaintiffs excess seek damages $ 25,000
Current Lease One [Member]
Commitments and Contingencies (Textual) [Abstract]
Operating lease commitments 130,000
New Lease Two [Member]
Commitments and Contingencies (Textual) [Abstract]
Operating lease commitments 2,600,000
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet31.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Income Taxes (Details) (USD $)
3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Income Taxes (Textual) [Abstract]
Provision for Income tax $ 124,000 $ (889,000)
Deferred tax 83,000
Current income tax 19,000
Income tax related to interest accrued on its unrecognized tax benefits $ 22,000
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/Sheet32.html Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"
Related Party Transactions (Details)
3 Months Ended
Mar. 31, 2013
Related Party Transactions (Textual) [Abstract]
Agreement extension date Dec 31, 2014
------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88 Content-Location: file:///C:/d8fabdbd_d062_4caf_89c5_d3a2bf038d88/Worksheets/filelist.xml Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" ------=_NextPart_d8fabdbd_d062_4caf_89c5_d3a2bf038d88--