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Bumble Inc

For the period ended Jun 30, 2024. Filed Aug 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 8, 2024

BMBL$5.97-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-09.

0000950170-24-057159

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0000950170-24-093910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 145 previous paragraphs and 161 current paragraphs.

107 unchanged; 32 reworded; 17 added; 6 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

Total revenue of $268.6 million and $259.7 million, respectively;

Current report

Bumble App Revenue of $218.0 million and $208.0 million, respectively;

Current report

Badoo App and Other Revenue of $50.6 million and $51.8 million, respectively;

Current report

Total revenue of $536.4 million and $502.7 million, respectively;

Current report

Bumble App Revenue of $433.7 million and $402.3 million, respectively;

Current report

Badoo App and Other Revenue of $102.7 million and $100.4 million, respectively;

Current report

Net earnings (loss) of $71.6 million and $7.0 million, respectively, representing net earnings (loss) margins of 13.3% and 1.4%, respectively; and

Current report

Adjusted EBITDA of $149.0 million and $126.6 million, respectively, representing Adjusted EBITDA margins of 27.8% and 25.2%, respectively.

Current report

For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program and Note 12, Related Party Transactions — Share Repurchase, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

Current report

Bumble App Revenue was $433.7 million for the six months ended June 30, 2024, compared to $402.3 million for the same period in 2023. This increase was primarily driven by a 16.1% increase in Bumble App Paying Users to 2.8 million, partially offset by a 7.2% decline in Bumble App ARPPU to $26.06 and unfavorable fluctuations in foreign currency exchange rates.

Current report

Cost of revenue for the three months ended June 30, 2024 increased by $3.3 million, or 4.3%, as compared to the same period in 2023. Cost of revenue for the six months ended June 30, 2024 increased by $14.0 million, or 9.5%, as compared to the same period in 2023. The increase in cost of revenue for each of the three and six months ended June 30, 2024 was driven primarily by growth in in-app purchase fees due to increasing revenue.

Current report

Selling and marketing expense for the six months ended June 30, 2024 increased by $2.3 million, or 1.8%, as compared to the same period in 2023. The change was primarily due to a $10.3 million increase in marketing costs, partially offset by a $7.5 million decrease in stock-based compensation driven by forfeitures primarily due to our Restructuring Plan.

Current report

Product development expense in the three months ended June 30, 2024 decreased by $20.5 million, or 56.7%, as compared to the same period in 2023. The change was primarily driven by an $18.0 million decrease in stock-based compensation due to forfeitures and a $2.6 million decrease in personnel-related costs primarily due to a decrease in headcount associated with our Restructuring Plan.

Current report

Other income, net for the six months ended June 30, 2024 increased by $7.4 million, or 114.0%, compared to the same period in 2023. The change was primarily due to a $6.9 million increase in net gains on interest rate swaps and a $0.8 million decrease in net foreign currency exchange losses.

Current report

On July 1, 2024, we completed the acquisition by merger (the “Acquisition”) of the outstanding capital stock of Geneva Technologies, Inc. (“Geneva”), a privately held company, for an aggregate purchase price of approximately $17.0 million in cash, subject to specified purchase price adjustments.

Current report

Net cash used in investing activities was $4.5 million and $19.1 million for the six months ended June 30, 2024 and 2023, respectively. The Company had capital expenditures of $4.5 million and $9.2 million in the six months ended June 30, 2024 and 2023, respectively. The Company used $9.9 million for the acquisition of Newel Corporation (net of cash acquired) in the six months ended June 30, 2023.
Removed paragraphs (6)

Previous report

Total revenue of $267.8 million and $242.9 million, respectively;

Previous report

Bumble App Revenue of $215.8 million and $194.3 million, respectively;

Previous report

Badoo App and Other Revenue of $52.0 million and $48.7 million, respectively;

Previous report

Net cash used in investing activities, which was primarily used for capital expenditures, was $2.8 million and $6.8 million for the three months ended March 31, 2024 and 2023, respectively.
Reworded paragraphs (32)

Previous wording

We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble operates five apps, Bumble, Bumble For Friends, Badoo, Fruitz and Official. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in Europe and Latin America. In January 2022, we acquired Fruitz, an intentions-driven dating app focused on Gen Z, operating in EMEA and Canada. In April 2023, we acquired Official, an app that is intended to help couples build healthy and lasting habits in their romantic relationships. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections.

Current wording

We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. As of June 30, 2024, Bumble operates five apps, Bumble, Bumble For Friends, Badoo, Fruitz and Official. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in Europe and Latin America. In January 2022, we acquired Fruitz, an intentions-driven dating app focused on Gen Z, operating in EMEA and Canada. In April 2023, we acquired Official, an app that is intended to help couples build healthy and lasting habits in their romantic relationships. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections.

Previous wording

Net earnings (loss) of $33.9 million and $(2.3) million, respectively, representing net earnings (loss) margins of 12.6% and (1.0)%, respectively; and

Current wording

Net earnings (loss) of $37.7 million and $9.3 million, respectively, representing net earnings (loss) margins of 14.0%, and 3.6%, respectively; and

Previous wording

Adjusted EBITDA of $74.0 million and $59.3 million, respectively, representing Adjusted EBITDA margins of 27.6% and 24.4%, respectively.

Current wording

Adjusted EBITDA of $75.0 million and $67.3 million, respectively, representing Adjusted EBITDA margins of 27.9%, and 25.9%, respectively.

Previous wording

Net cash provided by operating activities of $2.4 million and $13.4 million, respectively, and operating cash flow conversion of 7.1% and *, respectively; and

Current wording

Net cash provided by operating activities of $35.3 million and $56.1 million, respectively, and operating cash flow conversion of 49.4% and 799.1%, respectively; and

Previous wording

Free cash flow of $(0.4) million and $6.6 million, respectively, representing free cash flow conversion of (0.5)% and 11.1%, respectively.

Current wording

Free cash flow of $30.8 million and $46.9 million, respectively, representing free cash flow conversion of 20.7% and 37.0%, respectively.

Previous wording

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “—Non-GAAP Financial Measures.”

Current wording

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted

Previous wording

In May 2023, our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock. On November 7, 2023, we announced an increase in the share repurchase program authorized amount from $150.0 million to $300.0 million. In March 2024, the Company and Bumble Holdings entered into an agreement with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase 2.5 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone 2.0 million Common Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, for an aggregate purchase price of $50.0 million. During the three months ended March 31, 2024, share repurchases were 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2024, a total of $58.7 million remains available for repurchase under the repurchase program. On May 8, 2024, the Company announced an increase in the share repurchase program authorized amount from $300.0 million to $450.0 million, which increased the amount available for repurchases under the program to $208.7 million.

Current wording

In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. We announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remains available for repurchase under the repurchase program.

Previous wording

We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of March 31, 2024. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability to related parties of $419.3 million related to these benefits as of March 31, 2024. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $290.5 million for a total liability of $709.8 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statements of operations. During the three months ended March 31, 2024, our tax receivable agreement liability decreased by a net $10.9 million due to the following: (1) a $23.1 million decrease from tax receivable agreement payments made during the period ended March 31, 2024, and (2) an offsetting increase of $12.2 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities and the common stock repurchases completed in the first quarter of 2024.

Current wording

We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have not recorded the benefit of these deferred tax assets as of June 30, 2024. At the time of the Sponsor Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability to related parties of $419.3 million related to these benefits as of June 30, 2024. To the extent that we determine that we are able to realize the tax benefits associated with the basis adjustments and net operating losses, we would record an additional liability of $290.5 million for a total liability of $709.8 million. If, in the future, we are not able to utilize the Common Basis, we would record a reduction in the tax receivable agreement liability to related parties that would result in a benefit recorded within our consolidated statements of operations. During the six months ended June 30, 2024, our tax receivable agreement liability decreased by a net $10.9 million due to the following: (1) a $23.1 million decrease from tax receivable agreement payments made during the first quarter of 2024, and (2) an offsetting increase of $12.2 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities and the common stock repurchases completed in the first quarter of 2024.

Previous wording

On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage. As of March 31, 2024 we have incurred $16.6 million of non-recurring charges. We expect to incur approximately $20.0 million to $22.0 million of non-recurring charges during the first three quarters of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees. The Restructuring Plan is expected to be completed in the third quarter of 2024.

Current wording

On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage. The Restructuring Plan is expected to be completed in the third quarter of 2024, and we expect to incur approximately $20.0 million to $22.0 million of total non-recurring charges through the third quarter of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees. For the three and six months ended June 30, 2024, we incurred non-recurring restructuring charges of $3.2 million and $19.8 million, respectively.

Previous wording

The following table sets forth the stock-based compensation expense, net of forfeitures, included in operating costs and expenses:

Current wording

The following table sets forth the stock-based compensation expense, included in operating costs and expenses:

Previous wording

During the three months ended March 31, 2024, stock-based compensation expense decreased due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.

Current wording

During the three and six months ended June 30, 2024, stock-based compensation expense decreased due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.

Previous wording

Comparison of the Three Months Ended March 31, 2024 and 2023

Current wording

Comparison of the Three and Six Months Ended June 30, 2024 and 2023

Previous wording

Total Revenue was $267.8 million for the three months ended March 31, 2024, compared to $242.9 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User.

Current wording

Total Revenue was $268.6 million for the three months ended June 30, 2024, compared to $259.7 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Bumble App Revenue was $215.8 million for the three months ended March 31, 2024, compared to $194.3 million for the same period in 2023. This increase was primarily driven by a 17.7% increase in Bumble App Paying Users to 2.7 million, partially offset by a 5.7% decline in Bumble App ARPPU to $26.34.

Current wording

Bumble App Revenue was $218.0 million for the three months ended June 30, 2024, compared to $208.0 million for the same period in 2023. This increase was primarily driven by a 14.6% increase in Bumble App Paying Users to 2.8 million, partially offset by an 8.6% decline in Bumble App ARPPU to $25.79 and unfavorable fluctuations in foreign currency exchange rates.

Previous wording

Badoo App and Other Revenue was $52.0 million for the three months ended March 31, 2024, compared to $48.7 million for the same period in 2023. This increase was primarily driven by an increase in Badoo App and Other Paying Users to 1.3 million, partially offset by a decline in Badoo App and Other ARPPU to $12.35. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.

Current wording

Badoo App and Other Revenue was $50.6 million for the three months ended June 30, 2024, compared to $51.8 million for the same period in 2023. This decrease was primarily driven by a decline in Badoo App and Other ARPPU to $11.93, partially offset by an increase in Badoo App and Other Paying Users to 1.3 million. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.

Previous wording

Cost of revenue for the three months ended March 31, 2024 increased by $10.7 million, or 15.2%, as compared to the same period in 2023, driven primarily by growth in in-app purchase fees due to increasing revenue. As a percentage of revenue, cost of revenue increased for the three months ended March 31, 2024 primarily due to the adoption of Google Play and user choice billing in many of our markets and to a lesser extent an increase in personnel-related costs associated with our Restructuring Plan, cloud hosting, and bulk messaging costs, partially offset by a decrease in stock-based compensation due to forfeitures.

Current wording

As a percentage of revenue, cost of revenue increased for each of the three and six months ended June 30, 2024, as compared to the same periods in 2023, primarily due to the adoption of Google Play and user choice billing in many of our markets and to a lesser extent an increase in cloud hosting and subscription costs, partially offset by a decrease in stock-based compensation due to forfeitures. For the six months ended June 30, 2024, as compared to the same period in 2023, the change was also driven by an increase in personnel-related costs associated with our Restructuring Plan.

Previous wording

Selling and marketing expense for the three months ended March 31, 2024 remained relatively flat, as compared to the same period in 2023. The increases of $4.9 million in marketing costs and $1.5 million in personnel-related costs associated with our Restructuring Plan were offset by a $6.4 million decrease in stock-based compensation driven by forfeitures.

Current wording

Selling and marketing expense for the three months ended June 30, 2024 increased by $2.2 million, or 3.4%, as compared to the same period in 2023. The change was primarily due to a $5.2 million increase in marketing costs, partially offset by a $1.5 million decrease in personnel-related costs due to headcount reduction associated with our Restructuring Plan and a $1.2 million decrease in stock-based compensation driven by forfeitures.

Previous wording

General and administrative expense for the three months ended March 31, 2024 decreased by $29.0 million, or 58.1%, as compared to the same period in 2023. The change was primarily driven by a $16.3 million decrease in stock-based compensation due to forfeitures, a $15.0 million increase in gains resulting from the change in fair value of the contingent earn-out liabilities, and a $1.3 million decrease in insurance expenses, partially offset by a $3.1 million increase in personnel-related costs associated with our Restructuring Plan and a $1.5 million increase in legal and professional fees.

Current wording

General and administrative expense for the six months ended June 30, 2024 decreased by $35.9 million, or 38.6%, as compared to the same period in 2023. The change was primarily driven by a $27.3 million decrease in stock-based compensation due to forfeitures, a $6.4 million change in fair value of the contingent earn-out liabilities, a $3.3 million decrease in legal and professional fees, and a $2.6 million decrease in insurance expenses, partially offset by a $3.4 million increase in personnel-related costs associated with our Restructuring Plan.

Previous wording

Product development expense in the three months ended March 31, 2024 increased by $2.9 million, or 8.6%, as compared to the same period in 2023, primarily driven by a $8.0 million increase in personnel-related costs primarily associated with our Restructuring Plan, partially offset by a $5.3 million decrease in stock-based compensation due to forfeitures.

Current wording

Product development expense in the six months ended June 30, 2024 decreased by $17.7 million, or 25.5%, as compared to the same period in 2023. The change was primarily driven by a $23.2 million decrease in stock-based compensation due to forfeitures, partially offset by a $5.6 million increase in personnel-related costs primarily associated with our Restructuring Plan.

Previous wording

Depreciation and amortization expense for the three months ended March 31, 2024 increased by $0.5 million, or 2.8%, as compared to the same period in 2023. The increase in depreciation and amortization expense for the three-month period was primarily due to the increased amortization of intangible assets.

Current wording

Depreciation and amortization expense for the three months ended June 30, 2024 remained relatively flat as compared to the same period in 2023. Depreciation and amortization expense for the six months ended June 30, 2024 increased by $0.5 million, or 1.6%, as compared to the same period in 2023, primarily due to the increased amortization of intangible assets.

Previous wording

Interest expense, net for the three months ended March 31, 2024 increased by $3.7 million, or 70.9%, compared to the same period in 2023. The change for the three-month period was due to an increase in interest rates on our outstanding debt under the credit agreements, partially offset by an increase in interest income from our investment in money market funds.

Current wording

Interest expense, net for the three months ended June 30, 2024 increased by $3.0 million, or 48.6%, compared to the same period in 2023. Interest expense, net for the six months ended June 30, 2024 increased by $6.7 million, or 58.9%, compared to the same period in 2023. The increases in interest expense, net for the three-month and six-month periods were due to an increase in interest rates on our outstanding debt under the credit agreements, partially offset by an increase in interest income from our investment in money market funds.

Previous wording

Other income (expense), net for the three months ended March 31, 2024 increased by $5.0 million, or 141.4%, compared to the same period in 2023. The change was primarily due to a $5.8 million increase in net gains on interest rate swaps, partially offset by a $0.6 million decrease in net foreign currency exchange gains.

Current wording

Other expense, net for the three months ended June 30, 2024 decreased by $2.4 million, or 81.2%, compared to the same period in 2023. The change was primarily due to a $1.4 million decrease in net foreign currency exchange losses and a $1.1 million increase in net gains on interest rate swaps.

Previous wording

Income tax provision was $7.5 million for the three months ended March 31, 2024, as compared to $2.6 million for the same period in 2023. The income tax provision is higher year over year for the three months ended March 31, 2024 primarily due to the impact of Pillar Two minimum taxes applicable in 2024 and a valuation allowance recorded against certain deferred tax assets arising in the both years.

Current wording

Income tax provision was $4.6 million for the three months ended June 30, 2024, as compared to $2.7 million for the same period in 2023. Income tax provision was $12.1 million for the six months ended June 30, 2024, as compared to $5.4 million for the same period in 2023. The income tax provision is higher year over year for both the three and six months ended June 30, 2024 primarily due to the impact of Pillar Two minimum taxes applicable in 2024 and a valuation allowance recorded against certain deferred tax assets arising in both years.

Previous wording

On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. The Company has performed an assessment of its exposure to Pillar Two income taxes, including its ability to qualify for transitional safe harbor relief under the GloBE rules. While the Company expects to qualify for transitional safe harbor relief in most jurisdictions in which it operates, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. The Company’s income tax provision for the three months ended March 31, 2024 includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. The Company will continue to closely monitor Pillar Two developments, including the release of additional administrative guidance on the application of the GloBE rules, and evaluate the potential impact to the Company’s financial position.

Current wording

On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. The Company has performed an assessment of its exposure to Pillar Two income taxes, including its ability to qualify for transitional safe harbor relief under the GloBE rules. While the Company expects to qualify for transitional safe harbor relief in most jurisdictions in which it operates, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. The Company’s income tax provision for each of the three and six months ended June 30, 2024 includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. The Company will continue to closely monitor Pillar Two developments, including the release of additional administrative guidance on the application of the GloBE rules, and evaluate the potential impact to the Company’s financial position.

Previous wording

As of March 31, 2024, we had $262.7 million of cash and cash equivalents, a decrease of $92.9 million from December 31, 2023 primarily due to share repurchases, partially offset by cash generated from operations. The Company’s principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, funding our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

Current wording

As of June 30, 2024, we had $286.7 million of cash and cash equivalents, a decrease of $69.0 million from December 31, 2023 primarily due to share repurchases, partially offset by cash generated from operations. The Company’s principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

Previous wording

In May 2023, our Board of Directors has approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock. On November 7, 2023, we announced an increase in the share repurchase program authorized amount from $150.0 million to $300.0 million. Bumble intends to use the program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act or other means, including through 10b5-1 trading plans. This repurchase program may be commenced, suspended or discontinued at any time. In March 2024, the Company and Bumble Holdings entered into an agreement with Blackstone in a private transaction under the Company’s existing share repurchase program, whereby the Company agreed to repurchase 2.5 million shares of its Class A common stock beneficially owned by Blackstone and Bumble Holdings agreed to repurchase from Blackstone 2.0 million Common Units, which are exchangeable for shares of Class A common stock on a one-for-one basis, for an aggregate purchase price of $50.0 million. During the three months ended March 31, 2024, share repurchases were 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. As of March 31, 2024, a total of $58.7 million remained available for repurchase under the repurchase program. On May 8, 2024, the Company announced an increase in the share repurchase program authorized amount from $300.0 million to $450.0 million, which increased the amount available for repurchases under the program to $208.7 million.

Current wording

In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. The Company announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. This repurchase program may be commenced, suspended or discontinued at any time. There were no share repurchases during the three months ended June 30, 2024. During the six months ended June 30, 2024, share repurchases included 5.3 million shares of Class A common stock and 2.0 million Common Units for $84.4 million, excluding excise tax obligations. During the three and six months ended June 30, 2023, share repurchases included 1.3 million shares of Class A common stock for $20.9 million. As of June 30, 2024, a total of $208.7 million remained available for repurchase under the repurchase program.

Previous wording

On February 27, 2024, we announced that the Company intends to reduce its global workforce. We expect to incur approximately $20.0 million to $22.0 million of non-recurring charges. Substantially all of these charges are expected to result in future cash outlays in the first three quarters of 2024, and the Restructuring Plan is expected to be completed in the third quarter of 2024. During the three months ended March 31, 2024, we made $2.7 million of cash payments in connection with the Restructuring Plan.

Current wording

On February 27, 2024, we announced that the Company adopted the Restructuring Plan to reduce its global workforce. The Restructuring Plan is expected to be completed in the third quarter of 2024, and we expect to incur approximately $20.0 million to $22.0 million of total non-recurring charges through the third quarter of 2024, substantially all of which are expected to result in future cash outlays. During the six months ended June 30, 2024, we made $15.2 million of cash payments in connection with the Restructuring Plan.

Previous wording

Net cash provided by operating activities was $2.4 million and $13.4 million, respectively, in the three months ended March 31, 2024 and 2023. This includes adjustments to net earnings (loss) for the three months ended March 31, 2024 and 2023 related to: depreciation and amortization of $17.2 million and $16.7 million, respectively; stock-based compensation of $26.0 thousand and $28.6 million, respectively; change in fair value of interest rate swaps of $(1.6) million and $4.2 million, respectively; and change in fair value of deferred contingent consideration of $(15.7) million and $(0.6) million, respectively. The changes in assets and liabilities for the three months ended March 31, 2024 and 2023 consist primarily of: changes in accrued expenses and other current liabilities of $(12.9) million and $(14.2) million, respectively, driven by bonus payouts; changes in legal liabilities of ($17.3) million and nil, respectively, driven by litigation settlement payments; changes in accounts receivables of $3.6 million and $(26.0) million, respectively, driven by timing of cash receipts.

Current wording

Net cash provided by operating activities was $35.3 million and $56.1 million, respectively, in the six months ended June 30, 2024 and 2023. This includes adjustments to net earnings (loss) for the six months ended June 30, 2024 and 2023 related to: depreciation and amortization of $34.2 million and $33.7 million, respectively; stock-based compensation of $2.1 million and $62.1 million, respectively; change in fair value of interest rate swaps of $(1.7) million and $5.2 million, respectively; and change in fair value of deferred contingent consideration of $(19.3) million and $(12.9) million, respectively. The changes in assets and liabilities for the six months ended June 30, 2024 and 2023 consist primarily of: changes in accrued expenses and other current liabilities of $(25.0) million and $(11.3) million, respectively, driven by bonus payouts; changes in legal liabilities of $(25.2) million and $(18.3) million, respectively, driven by litigation settlement payments; changes in accounts receivables of $2.7 million and $(31.0) million, respectively, driven by timing of cash receipts.

Previous wording

Net cash used in financing activities was $94.4 million and $16.2 million in the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, the Company used $62.1 million for share repurchase of our Class A common stock and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the three months ended March 31, 2024 and 2023, the Company used $5.9 million and $9.3 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units and made cash distribution payments of $2.7 million and $5.4 million, respectively, to the noncontrolling interest holders. The Company used $1.4 million in both of the three months ended March 31, 2024 and 2023 to repay a portion of the outstanding indebtedness under our Original Term Loan.

Current wording

Net cash used in financing activities was $101.0 million and $54.7 million in the six months ended June 30, 2024 and 2023, respectively. During the six months ended June 30, 2024, the Company used $62.1 million for share repurchases of our Class A common stock and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the six months ended June 30, 2023, the Company used $20.9 million for share repurchases of our Class A common stock. During the six months ended June 30, 2024 and 2023, the Company used $8.2 million and $11.7 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units and made cash distribution payments of $5.6 million and $19.2 million, respectively, to the noncontrolling interest holders. The Company used $2.9 million in both of the six months ended June 30, 2024 and 2023 to repay a portion of the outstanding indebtedness under our Original Term Loan.

Previous wording

In May 2023, the Company amended an agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of March 31, 2024, our minimum commitment remaining is $6.7 million.

Current wording

In May 2023, the Company amended an agreement for third-party cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of June 30, 2024, our minimum commitment remaining is $4.7 million.

Previous wording

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2023 Form 10-K for the year ended December 31, 2023. There have been no significant changes to these accounting policies and estimates for the three months ended March 31, 2024.

Current wording

We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2023 Form 10-K for the year ended December 31, 2023. There have been no significant changes to these accounting policies and estimates for the six months ended June 30, 2024.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

For the six months ended June 30, 2024 and 2023, we generated:

Current report — wording carried from elsewhere

EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “—Non-GAAP Financial Measures.”

Current report — wording carried from elsewhere

Total Revenue was $536.4 million for the six months ended June 30, 2024, compared to $502.7 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates.

Current report — wording carried from elsewhere

Badoo App and Other Revenue was $102.7 million for the six months ended June 30, 2024, compared to $100.4 million for the same period in 2023. This increase was primarily driven by an increase in Badoo App and Other Paying Users to 1.3 million, partially offset by a decline in Badoo App and Other ARPPU to $12.14. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.

Current report — wording carried from elsewhere

General and administrative expense for the three months ended June 30, 2024 decreased by $7.0 million, or 16.1%, as compared to the same period in 2023. The change was primarily driven by a $11.0 million decrease in stock-based compensation due to forfeitures, a $4.8 million decrease in legal and professional fees, and a $1.3 million decrease in insurance expenses, partially offset by a $8.6 million change in fair value of the contingent earn-out liabilities.