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MarketScreener Homepage  >  Equities  >  Nasdaq  >  The Meet Group, Inc.    MEET

THE MEET GROUP, INC.

(MEET)
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MEET : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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03/12/2020 | 05:10am EDT

Cautionary Note Regarding Forward-looking Statements


"Management's Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") is set forth below. Certain statements in this report may
be considered to be "forward-looking statements" as that term is defined in the
U.S. Private Securities Litigation Reform Act of 1995.

In particular, these forward-looking statements include, among others, statements about:


• liquidity;


• capital expenditures;


• opportunities for our business;

• growth of our business; and

• anticipations and expectations regarding mobile usage and monetization.




All statements other than statements of historical facts contained in this
report, including statements regarding our future financial position, liquidity,
business strategy, plans and objectives of management for future operations, are
forward-looking statements. The words "believe," "may," "estimate," "continue,"
"anticipate," "intend," "should," "plan," "could," "target," "potential," "is
likely," "expect" and similar expressions, as they relate to us, are intended to
identify forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future
events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs.


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Important factors that could cause actual results to differ from those in the
forward-looking statements include users' willingness to try new product
offerings and engage in our app upgrades and new features, the risk that
unanticipated events affect the functionality of our apps with popular mobile
operating systems, any changes in such operating systems that degrade our apps'
functionality and other unexpected issues which could adversely affect usage on
mobile devices, the risk that the mobile advertising market will not grow, the
ongoing existence of such demand and the willingness of our users to complete
mobile offers or pay for Credits, Points, Gold, Icebreakers, Flash! and Shout!.
Any forward-looking statement made by us in this report speaks only as of the
date on which it is made. Factors or events that could cause our actual results
to differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as may be required by law.

One should read the following discussion in conjunction with our audited
historical consolidated financial statements. MD&A contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to these differences include those
discussed in "Part I, Item 1A - Risk Factors" included elsewhere in this Annual
Report. Additional risks that we do not presently know or that we currently
believe are immaterial could materially and adversely affect any of our
business, financial position, future results or prospects.

The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements are contained
in "Part I, Item 1A - Risk Factors" included elsewhere in this Annual Report. We
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or otherwise. For
more information regarding some of the ongoing risks and uncertainties of our
business, see "Part I, Item 1A - Risk Factors" included elsewhere in this Annual
Report and our other filings with the SEC.

Recent Developments


On March 5, 2020, we announced that we entered into a definitive agreement to be
acquired by ProSieben's and General Atlantic's joint company NuCom, through
Buyer. Pursuant to the Merger Agreement, dated as of March 5, 2020, by and among
us, Buyer, Merger Sub and NuCom, solely for the purpose of guaranteeing Buyer's
obligations under the Merger Agreement as set forth therein, and upon the terms
and subject to the conditions thereof and in accordance with Section 251 of the
DGCL, Merger Sub shall merge with and into us. See "Merger Agreement" in "Part
I, Item 1 - Business" included elsewhere in this Annual Report for more details
related to the Merger.

Operating Metrics

We measure website and app activity in terms of monthly active users ("MAUs")
and daily active users ("DAUs"). We define an MAU as a registered user of one of
our platforms who has logged in and visited within the last month of
measurement. We define a DAU as a registered user of one of our platforms who
has logged in and visited within the day of measurement. We define a video daily
active user ("vDAU") as a registered user of one of our platforms who has logged
in and visited Live, either as a broadcaster or a viewer, on the day of
measurement. For the quarters ended December 31, 2019, 2018 and 2017, total MAUs
were 18.38 million, 17.58 million and 16.70 million, total DAUs were 4.77
million, 4.86 million and 4.95 million and total vDAUs were 0.84 million, 0.92
million and 0.30 million, respectively.


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The following table sets forth our average MAU, DAU and vDAU for the quarters ended December 31, 2019, 2018 and 2017:

                    Average for the Quarter Ended
                            December 31,
(in thousands)        2019            2018      2017
MAU               18,380             17,578    16,695


                    Average for the Quarter Ended
                             December 31,
(in thousands)          2019             2018     2017
DAU                4,771                4,865    4,953


                      Average for the Quarter Ended
                              December 31,
(in thousands)            2019               2018    2017
vDAU                843                       916     299


2019 Highlights • Revenue: Total revenue was $211.7 million for the year ended December 31,

       2019, up 18.5% from $178.6 million for the year ended December 31, 2018.


• Net Income: Net income was $11.3 million for the year ended December 31, 2019.

• Adjusted EBITDA: Adjusted EBITDA was $42.2 million for the year ended

December 31, 2019. For the definition of Adjusted EBITDA, please refer to

       the heading "Non-GAAP Financial Measure" included in this MD&A.


• Cash and Cash Equivalents: Cash and Cash Equivalents totaled $27.2 million

as of December 31, 2019.

Trends in Our Metrics


In addition to MAUs and DAUs, we measure activity on our apps in terms of
average revenue per user ("ARPU"), average daily revenue per daily active user
("ARPDAU") and average daily video revenue per video daily active user
("vARPDAU"). We define ARPU as the quarterly revenue per average MAU. We define
ARPDAU as the average daily revenue per DAU. We define vARPDAU as the average
daily video revenue per vDAU. We define a mobile MAU as a user who accessed our
sites by one of our mobile apps or by the mobile optimized version of our
websites for MeetMe, Skout and LOVOO, whether on a mobile phone or tablet during
the month of measurement. We define a mobile DAU as a user who accessed our
sites by one of our mobile apps or by the mobile optimized version of our
websites for MeetMe, Skout and LOVOO, whether on a mobile phone or tablet during
the day of measurement.

In the quarter ended December 31, 2019, we averaged 16.18 million mobile MAUs
and 18.38 million total MAUs, compared with 15.18 million mobile MAUs and 17.58
million total MAUs on average in the quarter ended December 31, 2018, which
amounted to an increase of 0.99 million (or 6.6%) for mobile MAUs, and an
increase of 0.80 million (or 4.6%) for total MAUs. Mobile DAUs averaged 4.24
million for the quarter ended December 31, 2019, compared with average mobile
DAUs of 4.27 million in the quarter ended December 31, 2018, which amounted to a
decrease of 0.03 million (or 0.7%) for mobile DAUs. In the quarter ended
December 31, 2019, we averaged 4.77 million total DAUs, compared with 4.86
million total DAUs on average in the quarter ended December 31, 2018, which
amounted to a decrease of 0.09 million (or 1.9%) for total DAUs. In the quarter
ended December 31, 2019, we averaged 0.84 million vDAUs, compared with 0.92
million vDAUs on average in the quarter ended December 31, 2018, which amounted
to a decrease of 0.07 million (or 8.0%) for vDAUs.

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The following graphs set forth our average DAU, Mobile DAU, MAU, Mobile MAU and vDAU by quarter for the years ended December 31, 2019 and 2018:

                [[Image Removed: chart-e6d5f5968b47cefe5e2.jpg]]
                [[Image Removed: chart-d1ecd328f48fa437b2d.jpg]]
                [[Image Removed: chart-326600d683fa9b05fb7.jpg]]
                [[Image Removed: chart-25333e033935c481c3d.jpg]]
                [[Image Removed: chart-e2208c85fdc899b0e13.jpg]]

In the quarter ended December 31, 2019, we earned ARPU of $1.42 on the web and
ARPU of $3.22 on our mobile apps, compared with ARPU of $1.78 on the web and
ARPU of $2.92 on our mobile apps in the quarter ended December 31, 2018, which
amounted to a decrease of $0.36 (or 20.2%) on the web and an increase of $0.30
(or 10.3%) on our mobile apps. In the quarter ended December 31, 2019, we earned
ARPDAU of $0.08 on the web and ARPDAU of $0.13 on our mobile apps, compared with
ARPDAU of $0.10 on the web and ARPDAU of $0.11 on our mobile apps in the quarter
ended December 31, 2018, which amounted to a decrease of $0.02 (or 20.0%) on the
web and an increase of $0.02 (or 18.2%) on our mobile apps. In the quarter ended
December 31, 2019, we earned vARPDAU of $0.29, compared with vARPDAU of $0.18 in
the quarter ended December 31, 2018, which amounted to an increase of $0.11 (or
61.1%).




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The following graphs set forth our web ARPU, mobile ARPU, web ARPDAU, mobile
ARPDAU and vARPDAU by quarter for the years ended December 31, 2019 and 2018:

                [[Image Removed: chart-4bf6371d291a9bbf60b.jpg]]
                [[Image Removed: chart-f937c3ad5155cd05c08.jpg]]
                [[Image Removed: chart-a67d399c258196396da.jpg]]
                [[Image Removed: chart-73e056ef9b66e5ac708.jpg]]
                [[Image Removed: chart-57109421880307d030f.jpg]]

As the business continues to evolve and as subscription and in-app purchases
contribute to a larger portion of revenue, we may choose to report new or
additional metrics that are more closely tied to key business drivers or stop
reporting metrics that are no longer relevant.

Factors Affecting Our Performance

We believe the following factors affect our performance: • Number of MAUs, DAUs and vDAUs: We believe our ability to grow web and

mobile MAUs, DAUs and vDAUs affects our revenue and financial results by

influencing the number of advertisements we are able to show, the value of

those advertisements and the volume of subscriptions and in-app purchases,

       as well as our expenses and capital expenditures.




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• User Engagement: We believe changes in user engagement patterns affect our

revenue and financial performance. Specifically, the number of visits and

       the amount of time spent by each MAU, DAU or vDAU generates affects the
       number of advertisements we are able to display and therefore the rate
       at which we are able to monetize our active user base. In addition, the
       number of users that make in-app purchases and the amounts that they

purchase directly impact our revenue. We continue to create new features

and enhance existing features to drive additional engagement. The percent

of MAU and DAU that engage with our video products and their conversion to

       paying users also affects the amount of in-app purchases revenue we are
       able to earn.



•      Advertising Rates: We believe our revenue and financial results are
       materially dependent on industry trends, and any changes to CPM could
       affect our revenue and financial results. In 2017, we experienced
       declining advertising rates, which negatively affected our revenue. In
       2018, we saw some stabilization in advertising rates and a return to
       normal seasonality in advertising trends. In 2019, we saw continued
       stabilization in advertising rates and another year of typical

seasonality. We expect to continue investing in new types of advertising

       and new placements. Additionally, we are prioritizing initiatives that
       generate revenue directly from users, including new in-app purchases
       products and a premium subscription product, in part to reduce our
       dependency on advertising revenue.



•      User Geography: The geography of our users influences our revenue and
       financial results because we currently monetize users in distinct
       geographies at varying average rates. For example, ARPU in the U.S. and
       Canada is significantly higher than in Latin America.


• New User Sources: The percentage of our new users that are acquired

through inorganic, paid sources impacts our financial performance,

specifically with regard to ARPU for web and mobile.

Inorganically-acquired users tend to have lower engagement rates, tend to

generate fewer visits and advertisement impressions and to be less likely

       to make in-app purchases. When paid marketing campaigns are ongoing, our
       overall usage and traffic increases due to the influx of
       inorganically-acquired users, but the rate at which we monetize the
       average active user overall declines as a result.


• Advertisement Inventory Management: Our revenue trends are affected by

advertisement inventory management changes affecting the number, size or

       prominence of advertisements we display. In general, more
       prominently-displayed advertising units generate more revenue per
       impression.


Apple App Store and Google Play Store: Our mobile apps are distributed

       through the Apple App Store and the Google Play Store. Our business will
       suffer if we are unable to maintain good relationships with Apple and

Google, if their terms and conditions or pricing change to our detriment,

if we violate, or either company believes that we have violated, its terms

       and conditions or if either of these platforms are unavailable for a
       prolonged period of time.


• Seasonality: Historically, advertising spending has been seasonal with a

peak in the fourth quarter of each year. With the decline in advertising

rates in 2017, we did not experience this seasonality consistent with

prior years. In 2018 and 2019, we saw some stabilization in advertising

rates and a return to normal seasonality in advertising trends. We believe

this seasonality in advertising spending affects our quarterly results,

which historically have reflected a growth in advertising revenue between

the third and fourth quarters and a decline in advertising revenue between

the fourth and subsequent first and second quarters each year. Growth

       trends in web and mobile MAUs, DAUs and vDAUs affect our revenue and
       financial results by influencing the number of advertisements we are able
       to show, the value of those advertisements, the volume of payments
       transactions and our expenses and capital expenditures.



•      Business Combinations: Acquisitions have been an important part of our

growth strategy. In 2016 and 2017, we acquired three companies (Skout,

if(we) and LOVOO), representing four significant brands for our portfolio

(Skout, Tagged, Hi5 and LOVOO). In 2019, we acquired Initech and the

Growlr app. Our ability to integrate acquired apps into our portfolio will

impact our financial performance. As a consequence of the contributions of

       these businesses and acquisition-related expenses, our consolidated
       results of operations may not be comparable between periods.



Changes in user engagement patterns from web to mobile, international
diversification and the rollout of Live also affect our revenue and financial
performance. We believe overall engagement as measured by the percentage of
users who create content (such as video broadcasts, status posts, messages or
photos) or generate feedback increases as our user base grows. We continue to
create new and improved features to drive social sharing and increase
monetization.

We believe our revenue trends are also affected by advertisement inventory management changes affecting the number, size or prominence of the advertisements we display and traditional seasonality.

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Comparison of Our Operating Results for the Years Ended December 31, 2019 and 2018


The following table sets forth our consolidated statements of operations for the
years ended December 31, 2019 and 2018 and is used in the following discussions
of our results of operations:
                                                Year Ended December 31,          Change from Prior Year
(in thousands)                                    2019             2018            ($)               %
Revenue                                      $    211,701$  178,613$    33,088           18.5  %
Operating costs and expenses:
Sales and marketing                                34,332          32,086           2,246            7.0  %
Product development and content                   124,425         102,757          21,668           21.1  %
General and administrative                         21,931          21,094             837            4.0  %
Depreciation and amortization                      13,131          13,776            (645 )         (4.7 )%
Acquisition, restructuring and other                  414           5,038          (4,624 )        (91.8 )%
Total operating costs and expenses                194,233         174,751          19,482           11.1  %
Income from operations                             17,468           3,862          13,606          352.3  %
Other income (expense):
Interest income                                       107              24              83          345.8  %
Interest expense                                   (1,301 )        (2,322 )         1,021          (44.0 )%
Gain (loss) on disposal of assets                      41             (95 )           136         (143.2 )%
(Loss) gain on foreign currency transactions          (51 )            97            (148 )       (152.6 )%
Other items of (expense) income, net                   (1 )            44             (45 )       (102.3 )%
Total other expense                                (1,205 )        (2,252 )         1,047          (46.5 )%
Income before income tax expense                   16,263           1,610          14,653          910.1  %
Income tax expense                                 (4,929 )          (467 )        (4,462 )        955.5  %
Net income                                   $     11,334$    1,143$    10,191          891.6  %



Revenue

Our revenue was $211.7 million for the year ended December 31, 2019, which represented an increase of $33.1 million (or 18.5%) when compared with revenue of $178.6 million for the year ended December 31, 2018.

The following table sets forth our revenue disaggregated by revenue source for the years ended December 31, 2019 and 2018:

                                                 Year Ended December 31,
                                               2019                   2018
(in thousands)                             $           %          $           %
User pay revenue:
Video                                  $  84,113     39.7 %   $  39,282     22.0 %
Subscription and other in-app products    61,683     29.2 %      68,048     38.1 %
Total user pay revenue                   145,796     68.9 %     107,330     60.1 %
Advertising                               65,905     31.1 %      71,283     39.9 %
Total revenue                          $ 211,701    100.0 %   $ 178,613    100.0 %



The increase in revenue for the year ended December 31, 2019 was primarily
attributable to a $38.5 million increase in user pay revenue, which was
partially offset by a $5.4 million decrease in advertising revenue. The increase
in user pay revenue was primarily attributable to the continued growth in
revenue on Live across all of our apps. The decrease in advertising revenue was
primarily attributable to lower Social Theater revenue and lower web advertising
revenue, which were partially offset by a slight increase in mobile advertising
revenue for the year ended December 31, 2019.


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Operating Costs and Expenses

• Sales and Marketing: Sales and marketing expenses increased $2.2 million

(or 7.0%) to $34.3 million for the year ended December 31, 2019, compared

       with sales and marketing expenses of $32.1 million for the year ended
       December 31, 2018. The increase in sales and marketing expenses for the

year ended December 31, 2019 was primarily attributable to $2.1 million of

       increased advertising expense to attract more users to our apps.


• Product Development and Content: Product development and content expenses

increased $21.7 million (or 21.1%) to $124.4 million for the year ended

December 31, 2019, compared with product development and content expenses

       of $102.8 million for the year ended December 31, 2018. The increase in
       product development and content expenses for the year ended December 31,

2019 was primarily attributable to: an increase in variable mobile content

expense of $24.3 million due to increased revenue from Live, which was

partially offset by a reduction for broadcaster rewards-breakage (a contra

expense) of $4.4 million; $1.7 million in increased stock-based

compensation expense; $0.7 million in increased technical operations

expense; $1.1 million in increased consulting expense; and $1.3 million in

increased safety and moderation expense. These increases were partially

       offset by a $3.5 million decrease in Social Theater expenses.


• General and Administrative: General and administrative expenses increased

$0.8 million (or 4.0%) to $21.9 million for the year ended December 31,

2019, compared with general and administrative expenses of $21.1 million

for the year ended December 31, 2018. The increase in general and

administrative expenses for the year ended December 31, 2019 was primarily

attributable to increases in bad debt expense of $1.3 million and

stock-based compensation expense of $0.6 million. These increases were

partially offset by decreases in office-related expense of $0.3 million,

employee-related expense of $0.1 million, professional fees expense of

$0.2 million and other general and administrative expense of $0.5 million.

• Depreciation and Amortization: Depreciation and amortization expense

decreased $0.6 million (or 4.7%) to $13.1 million for the year ended

December 31, 2019, compared with depreciation and amortization expense of

$13.8 million for the year ended December 31, 2018. The decrease in

depreciation and amortization expense for the year ended December 31, 2019

was primarily attributable to lower amortization of the intangible assets

recognized in our acquisitions of if(we) and LOVOO, which was partially

       offset by the amortization of the intangible assets recognized in our
       acquisition of Initech.


• Acquisition, Restructuring and Other: Acquisition, restructuring and other

       expenses decreased $4.6 million (or 91.8%) to $0.4 million for the year
       ended December 31, 2019, compared with acquisition, restructuring and
       other expenses of $5.0 million for the year ended December 31, 2018.

Acquisition, restructuring and other expenses included transaction costs,

including legal and diligence costs for acquisitions and other

non-recurring transactions, the accrual of the exit costs of

non-cancellable leases, employee-related restructuring costs and employee

exit and relocation costs. The decrease in acquisition, restructuring and

other expenses for the year ended December 31, 2019 was primarily

attributable to a decrease in employee exit costs of $3.5 million, and the

       current period non-recurring gain for a change in the fair value of the
       contingent consideration liability for the Initech Acquisition of $0.9
       million.



Interest Expense

Interest expense decreased $1.0 million (or 44.0%) to $1.3 million for the year
ended December 31, 2019, compared with interest expense of $2.3 million for the
year ended December 31, 2018. The decrease in interest expense for the year
ended December 31, 2019 was primarily attributable to a lower average debt
balance and lower effective interest rate.

Income Tax Expense


Income tax expense increased $4.5 million (or 955.5%) to $4.9 million for the
year ended December 31, 2019, which amounted to an effective tax rate ("ETR") of
30.3%, compared with income tax expense of $0.5 million for the year ended
December 31, 2018, which amounted to an ETR of 29.0%. The increase in our ETR
for the year ended December 31, 2019 was primarily attributable to a change in
the valuation allowance for certain state NOL carryforwards, higher state tax
expenses and the geographic mix of our earnings in the U.S. and Germany. These
increases were partially offset by windfall benefits associated with our
stock-based compensation.


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Comparison of Our Operating Results for the Years Ended December 31, 2018 and 2017


The following table sets forth our consolidated statements of operations for the
years ended December 31, 2018 and 2017 and is used in the following discussions
of our results of operations:
                                        Year Ended December 31,           Change From Prior Year
(in thousands)                            2018             2017            ($)               %
Revenue                              $    178,613$  123,754$    54,859            44.3  %
Operating costs and expenses:
Sales and marketing                        32,086          20,356          11,730            57.6  %
Product development and content           102,757          60,704          42,053            69.3  %
General and administrative                 21,094          19,550           1,544             7.9  %
Depreciation and amortization              13,776          11,574           2,202            19.0  %

Acquisition, restructuring and other 5,038 12,151 (7,113 ) (58.5 )% Goodwill impairment

                             -          56,429         (56,429 )        (100.0 )%
Total operating costs and expenses        174,751         180,764          (6,013 )          (3.3 )%
Income (loss) from operations               3,862         (57,010 )        60,872          (106.8 )%
Other income (expense):
Interest income                                24               6              18           300.0  %
Interest expense                           (2,322 )          (860 )        (1,462 )         170.0  %
Loss on disposal of assets                    (95 )             -             (95 )        (100.0 )%
Gain (loss) on foreign currency
transactions                                   97             (33 )           130          (393.9 )%
Other items of income, net                     44               9              35           388.9  %
Total other expense                        (2,252 )          (878 )        (1,374 )         156.5  %
Income (loss) before income tax
expense                                     1,610         (57,888 )        59,498          (102.8 )%
Income tax expense                           (467 )        (6,704 )         6,237           (93.0 )%
Net income (loss)                    $      1,143$  (64,592 )$    65,735          (101.8 )%



Revenue

Our revenue was $178.6 million for the year ended December 31, 2018, which represented an increase of $54.9 million (or 44.3%) when compared with revenue of $123.8 million for the year ended December 31, 2017.

The following table sets forth our revenue disaggregated by revenue source for the years ended December 31, 2018 and 2017:

                                                 Year Ended December 31,
                                               2018                 2017(1)
(in thousands)                             $           %          $           %
User pay revenue:
Video                                  $  39,282     22.0 %   $   1,927      1.6 %
Subscription and other in-app products    68,048     38.1 %      31,865     25.7 %
Total user pay revenue                   107,330     60.1 %      33,792     27.3 %
Advertising                               71,283     39.9 %      89,962     72.7 %
Total revenue                          $ 178,613    100.0 %   $ 123,754    100.0 %

(1) Prior period amounts have not been adjusted under the modified retrospective adoption method for the adoption of Accounting Standards Codification Topic 606.


The increase in revenue for the year ended December 31, 2018 was primarily
attributable to a $73.5 million increase in user pay revenue, which was
partially offset by an $18.7 million decrease in advertising revenue. The
overall increase in revenue was primarily attributable to our acquisitions of
if(we) and LOVOO, which occurred in the second and fourth quarters of 2017,
respectively. The increase in user pay revenue was primarily attributable to the
increased adoption of Live on our MeetMe and Skout apps, where it was launched
in 2017, and the launch of Live on our Tagged and LOVOO apps in 2018. The
decrease in advertising revenue was primarily attributable to the decrease in
CPM advertising rates.

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Operating Costs and Expenses

• Sales and Marketing: Sales and marketing expenses increased $11.7 million

(or 57.6%) to $32.1 million for the year ended December 31, 2018, compared

with sales and marketing expenses of $20.4 million for the year ended

       December 31, 2017. The increase in sales and marketing expenses for the
       year ended December 31, 2018, which included a full year of sales and
       marketing expenses for if(we) and LOVOO, was primarily attributable to

$9.7 million of increased advertising expense to attract more users to our

apps, $1.1 million of increased employee-related expense and $0.5 million

       of increased stock-based compensation expense. The increases in
       employee-related expense and stock-based compensation expense were
       primarily attributable to the if(we) and LOVOO acquisitions.


• Product Development and Content: Product development and content expenses

increased $42.1 million (or 69.3%) to $102.8 million for the year ended

December 31, 2018, compared with product development and content expenses

       of $60.7 million for the year ended December 31, 2017. The increase in
       product development and content expenses for the year ended December 31,
       2018, which included a full year of product development and content

expenses for if(we) and LOVOO, was primarily attributable to an increase

       in variable mobile content expense of $33.6 million, $3.1 million of
       increased professional fees expense, $2.0 million of increased
       employee-related expense, $1.4 million of increased data center and
       technical operations expense, $0.8 million of increased safety and

moderation expense and $0.8 million of increased stock-based compensation

expense. The increase in variable mobile content expense was primarily

attributable to the if(we) and LOVOO acquisitions, as well as the

increased adoption and/or launch of Live on our apps. The increases in

employee-related expense, data center and technical operations expense and

stock-based compensation expense were primarily attributable to the if(we)

       and LOVOO acquisitions.


• General and Administrative: General and administrative expenses increased

$1.6 million (or 7.9%) to $21.1 million for the year ended December 31,

2018, compared with general and administrative expenses of $19.5 million

for the year ended December 31, 2017. The increase in general and

administrative expenses for the year ended December 31, 2018, which

included a full year of general and administrative expenses for if(we) and

       LOVOO, was primarily attributable to an increase in employee-related
       expense of $1.5 million. The increase was primarily attributable to the
       LOVOO acquisition.


• Depreciation and Amortization: Depreciation and amortization expense

increased $2.2 million (or 19.0%) to $13.8 million for the year ended

December 31, 2018, compared with depreciation and amortization expense of

$11.6 million for the year ended December 31, 2017. The increase in

depreciation and amortization expense for the year ended December 31, 2018

       was primarily attributable to the amortization of intangible assets
       recognized in the if(we) and LOVOO acquisitions.


• Acquisition, Restructuring and Other: Acquisition, restructuring and other

       expenses decreased $7.2 million (or 58.5%) to $5.0 million for the year
       ended December 31, 2018, compared with acquisition, restructuring and
       other expenses of $12.2 million for the year ended December 31, 2017.

Acquisition, restructuring and other expenses included employee retention

bonuses in connection with our acquisitions, transaction costs, including

legal and diligence costs for acquisitions, employee-related restructuring

costs, the accrual of the exit costs of non-cancellable leases and

employee exit and relocation costs. The decrease in acquisition,

restructuring and other expenses for the year ended December 31, 2018 was

       primarily attributable due to our acquisitions in 2017, which were not
       repeated in 2018.


• Goodwill Impairment: In the fourth quarter of 2017, we determined a $56.4

million one-time, non-cash impairment charge was required for our U.S.

reporting unit, due predominantly to the market-driven impacts on

advertising revenue resulting from lower CPMs, which negatively affected

our results and outlook. We believe this non-cash impairment charge does

not impact our ability to generate cash flow in the future, and it is not

       tax deductible.



Interest Expense

Interest expense increased $1.4 million (or 169.9%) to $2.3 million for the year
ended December 31, 2018, compared with interest expense of $0.9 million for the
year ended December 31, 2017. The increase in interest expense for the year
ended December 31, 2018 was primarily attributable to a higher average debt
balance and higher effective interest rate.


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Income Tax Expense


Income tax expense decreased $6.2 million (or 93.0%) to $0.5 million for the
year ended December 31, 2018, which amounted to an ETR of 29.0%, compared with
income tax expense of $6.7 million for the year ended December 31, 2017, which
amounted to an ETR of 11.6%. The increase in our ETR for the year ended December
31, 2018 was primarily attributable to the geographic mix of our earnings in the
U.S. and Germany, which was partially offset by an additional income tax benefit
for the anticipated use of state NOLs and a reduction in the statutory U.S.
federal tax rate. Our income tax expense for the year ended December 31, 2017
included the effects of the enactment of the Tax Act and included additional
expense of $7.7 million for the remeasurement of our deferred tax assets at the
new statutory U.S. federal tax rate of 21%, as well as a non-deductible goodwill
impairment charge of $56.4 million.

Comparison of Our Stock-based Compensation Expense for the Years Ended December 31, 2019, 2018 and 2017


Stock-based compensation expense, included in our operating costs and expenses
by category, increased $1.8 million (or 19.6%) to $11.1 million for the year
ended December 31, 2019, compared with stock-based compensation expense of $9.3
million for the year ended December 31, 2018. Stock-based compensation expense
represented 5.7% and 5.3% of operating costs and expenses for the years ended
December 31, 2019 and 2018, respectively.

Stock-based compensation expense increased $0.8 million (or 9.7%) to $9.3 million for the year ended December 31, 2018, compared with stock-based compensation expense of $8.5 million for the year ended December 31, 2017. Stock-based compensation expense represented 5.3% and 6.8% of operating costs and expenses (excluding our goodwill impairment charge) for the years ended December 31, 2018 and 2017, respectively.


As of December 31, 2019, there was $0.4 million, $13.2 million and $3.0 million
of total unrecognized stock-based compensation expense that is expected to be
recognized over a weighted-average vesting period of 0.4 years, 1.8 years and
1.8 years for stock options, restricted stock awards ("RSAs") and performance
share units ("PSUs"), respectively.

Stock-based compensation expense includes incremental stock-based compensation
expense and is allocated on the consolidated statements of operations and
comprehensive income (loss) for the years ended December 31, 2019, 2018 and 2017
as follows:
                               For the Years Ended December 31,           2019 to 2018     2018 to 2017
(in thousands)                2019             2018           2017        Changes ($)      Changes ($)
Sales and marketing      $         412     $      904$      440$       (492 )$        464
Product development and
content                          6,495          4,768          4,008            1,727              760
General and
administrative                   4,200          3,614          4,019              586             (405 )
Total stock-based
compensation expense     $      11,107$    9,286$    8,467$      1,821$        819

The following table sets forth the composition of stock-based compensation expense for the years ended December 31, 2019, 2018 and 2017: (in thousands)

                           2019        2018       2017
Stock options                          $  1,389$ 2,097$ 3,377
RSAs                                      8,428      6,560      5,090
PSUs                                      1,290        629          -

Total stock-based compensation expense $ 11,107$ 9,286$ 8,467

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Liquidity and Capital Resources

Cash Flows


The following table sets forth the changes in our cash and cash equivalents for
the years ended December 31, 2019, 2018 and 2017:
(in thousands)                                      2019           2018     

2017

Net cash provided by operating activities $ 37,616$ 28,597

   $    31,273
Net cash used in investing activities              (13,323 )       (2,507 )      (128,004 )
Net cash (used in) provided by financing
activities                                         (25,314 )      (22,409 ) 

99,922

Change in cash and cash equivalents prior to
effect of foreign currency exchange rate        $   (1,021 )$    3,681$     3,191



Operating Activities

We received $37.6 million, $28.6 million and $31.3 million in cash flows from
our operating activities for the years ended December 31, 2019, 2018 and 2017,
respectively.

The $9.0 million increase in our operating cash inflows for the year ended December 31, 2019 was primarily attributable to our increased profitability over the year ended December 31, 2018.


The $2.7 million decrease in our operating cash inflows for the year ended
December 31, 2018 was primarily attributable to lower working capital inflows,
and the impact of non-cash tax expense for certain changes in our deferred tax
assets resulting from the enactment of the Tax Act during the year ended
December 31, 2017. These decreases were partially offset by increased
profitability, as well as higher depreciation and amortization expense and
stock-based compensation expense over the year ended December 31, 2017.

Investing Activities

We used $13.3 million, $2.5 million and $128.0 million in cash flows for our investing activities for the years ended December 31, 2019, 2018 and 2017, respectively.


For the year ended December 31, 2019, our cash used for investing activities was
primarily attributable to cash consideration payments of $11.8 million for the
Initech Acquisition, and $1.5 million in purchases of property and equipment.

For the year ended December 31, 2018, our cash used for investing activities was fully attributable to $2.5 million in purchases of property and equipment.


For the year ended December 31, 2017, our cash used for investing activities was
primarily attributable to cash consideration payments of $126.2 million, which
is presented net of cash acquired of $28.9 million, for the if(we) and LOVOO
acquisitions, and $1.8 million in purchases of property and equipment.

Financing Activities


We used $25.3 million and $22.4 million in cash flows for our financing
activities for the years ended December 31, 2019 and 2018, respectively, and
received $99.9 million in cash flows from our financing activities for the year
ended December 31, 2017.

For the year ended December 31, 2019, our cash used for financing activities was
primarily attributable to $22.5 million in purchases of our issued and
outstanding common stock under our Share Repurchase Program, and the net
repayment of any outstanding borrowings on our prior amended and restated credit
agreement in connection with our August 2019 debt refinancing.

For the year ended December 31, 2018, our cash used for financing activities was
primarily attributable to $19.3 million of debt repayments, and a $5.0 million
payment of contingent consideration for the achievement of certain financial
targets set in connection with the LOVOO Acquisition. These financing cash
outflows were partially offset by $2.6 million in proceeds from the exercise of
employee stock options for the year ended December 31, 2018.


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For the year ended December 31, 2017, our cash received from financing
activities was primarily attributable to $75.0 million in proceeds from the
issuance of debt and $43.0 million in proceeds from the issuance of common stock
to fund, in part, our acquisitions of if(we) and LOVOO. These financing cash
inflows were partially offset by $18.8 million of debt repayments.

Cash and Cash Equivalents

The following table sets forth our cash and cash equivalents as a percentage of our total assets as of December 31, 2019 and December 31, 2018: (in thousands)

                2019          2018

Cash and cash equivalents $ 27,241$ 28,366 Total assets

               $ 272,721$ 271,253

Percentage of total assets 10.0 % 10.5 %

Our cash and cash equivalents are kept liquid to support our growing infrastructure needs for operational expansion. The majority of our cash and cash equivalents are concentrated in two large financial institutions.

As of December 31, 2019 and 2018, we had positive working capital of $23.6 million and $8.9 million, respectively. We define working capital as total current assets less total current liabilities as shown on our consolidated balance sheets.

Sources of Liquidity


Our primary sources of liquidity are cash generated from operations, available
cash, receivables and borrowings under our credit facilities, which are
described in further detail in "Note 10 - Debt" to the "Consolidated Financial
Statements" and the related notes thereto included elsewhere in this Annual
Report. We believe these sources are sufficient to fund our planned operations
and to meet our contractual obligations. As of December 31, 2019, we had an
outstanding balance of $34.1 million on our term loan facility. The
weighted-average interest rate on our term loan facility as of December 31, 2019
was 3.76%. We also have a revolving credit facility with a borrowing capacity of
$25.0 million, of which there were no outstanding borrowings as of December 31,
2019. Unused commitment fees on our revolving credit facility were 0.25% per
annum as of December 31, 2019

Capital Expenditures

We have budgeted capital expenditures of $3.0 million for 2020, which we believe
will support our growth of domestic and international business through increased
capacity, performance improvement and expanded content.

Critical Accounting Policies and Estimates


To understand our financial statements, it is important to understand our
critical accounting policies and estimates. The preparation of consolidated
financial statements in conformity with U.S. generally accepted accounting
principles ("GAAP") requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenue and expenses during the reporting period.
Significant estimates and assumptions are required in the determination of
business combinations and contingent consideration arrangements, income taxes,
the valuation of long-lived assets, including property and equipment,
definite-lived intangible assets and goodwill and accounting for contingencies.
Some of these judgments can be subjective and complex, and, consequently, actual
results may differ from these estimates. Our estimates are often based on
complex judgments, probabilities and assumptions that we believe are reasonable
but are inherently uncertain and unpredictable. For any given individual
estimate or assumption made by us, there may also be other estimates or
assumptions that are reasonable.

Our accounting policies and estimates are more fully described in "Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies" to the "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Annual Report.


We consider an accounting policy or estimate to be critical if the accounting
policy or estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and changes in
the estimate that are reasonably likely to occur from period to period, or the
use of different estimates that we reasonably could have used in the current
period, would have a material impact on our financial condition, results of
operations or cash flows.



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The following sets forth our most critical accounting policies and estimates.

Business Combinations and Contingent Consideration Arrangements


We account for all business combinations at fair value and expense acquisition
costs as they are incurred. Any identifiable assets acquired and liabilities
assumed are recognized and measured at their respective fair values as of the
acquisition date. If information about facts and circumstances existing as of
the acquisition date is incomplete at the end of the reporting period in which a
business combination occurs, we will report provisional amounts for the items
for which the accounting is incomplete. The measurement period ends once we
receive sufficient information to finalize the fair values; however, the period
will not exceed one year from the acquisition date.

In connection with certain business combinations, we enter into agreements to
transfer additional consideration based on the achievement of certain
performance measures for a stated period after the acquisition date. We measure
this contingent consideration at fair value as of the acquisition date and
record such contingent consideration as a liability on our consolidated balance
sheets. The fair value of each contingent consideration liability is remeasured
at each reporting period with any change in fair value recognized as income or
expense within operations in our consolidated statements of operations and
comprehensive income (loss).

See "Note 2 - Acquisition" to the "Consolidated Financial Statements" and the
related notes thereto included elsewhere in this Annual Report for further
information related to our business combinations and contingent consideration
arrangements.

Income Taxes

We account for income taxes under the asset and liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the consolidated financial
statements. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.

We record deferred tax assets to the extent we believe these assets will
more-likely-than-not be realized. In making such determination, we consider all
available positive and negative evidence, including scheduled reversals of
deferred tax liabilities, projected future taxable income, tax planning
strategies and recent financial operations. In the event we determine that we
will not be able to realize our deferred tax assets in the future in excess of
our net recorded amount, we will make an adjustment to the valuation allowance,
which will increase the provision for income taxes.

See "Note 4 - Income Taxes" to the "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Annual Report for further information related to our accounting for income taxes.

Long-lived Assets, Including Property and Equipment and Definite-lived Intangible Assets


Property and equipment is stated at cost, unless acquired in a business
combination where such property and equipment is recorded at its
acquisition-date fair value, and consists of servers, computer equipment,
purchased software, office furniture and equipment and leasehold improvements.
Depreciation is recorded using the straight-line method over the useful life of
an asset, or at the lesser of the asset's useful life or the lease term for a
leasehold improvement.

Our definite-lived intangible assets consist of acquired trademarks, domain
names, software for mobile apps and customer relationships and are initially
recorded at their acquisition-date fair value. Amortization is recorded using an
accelerated method based on projected revenue related to each asset over its
respective estimated useful life.

Property and equipment and definite-lived intangible assets are reviewed for
impairment whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. If an analysis is necessitated by the
occurrence of a so-called "triggering event," then we compare the carrying
amount of the asset with the estimated future undiscounted cash flows expected
to result from the use of the asset. If the carrying amount of the asset exceeds
its estimated expected undiscounted future cash flows, then we measure the
amount of the impairment charge by comparing the carrying amount of the asset
with its estimated fair value. Such analyses necessarily involve significant
judgments and estimates on the part of us. For the years ended December 31,
2019, 2018 and 2017, we did not recognize any impairment charges related to our
property and equipment or our definite-lived intangible assets.

See "Note 5 - Property and Equipment, Net" and "Note 7 - Intangible Assets, Net"
to the "Consolidated Financial Statements" and the related notes thereto
included elsewhere in this Annual Report for further information related to our
property and equipment and definite-lived intangible assets.

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Goodwill


Goodwill reflects the cost of a business combination in excess of the fair
values assigned to the identifiable net assets acquired. Goodwill is not
amortized; rather, it is subject to a periodic assessment for impairment by
applying a fair value-based test. We perform our annual impairment test as of
October 1st of a given calendar year, or more frequently if events or changes in
circumstances indicate that goodwill might be impaired. Goodwill is tested for
impairment at a level of reporting referred to as a reporting unit.

Accounting for business combinations requires us to recognize, separately from
goodwill, the assets acquired and the liabilities assumed at their
acquisition-date fair values. Goodwill as of the acquisition date is measured as
the excess of the consideration transferred and the net of the acquisition-date
fair values of the assets acquired and the liabilities assumed. While we use
best estimates and assumptions to accurately value all assets acquired and
liabilities assumed as of the acquisition date, the estimates are inherently
uncertain and subject to refinement.

We have the option to first qualitatively assess whether it is
more-likely-than-not that an impairment exists for one of our reporting units.
Such qualitative factors include, but are not limited to, prevailing
macroeconomic conditions, industry and market conditions, changes in costs, our
financial performance and other entity-specific events and circumstances that
impact our reporting units. When performing a quantitative test, we evaluate the
recoverability of goodwill by estimating the fair value of our reporting units
using multiple techniques, including an income-based approach using a discounted
cash flows model, and a market-based approach using the guideline public company
method and the guideline company transactions method. Based on a weighting of
the results of these two techniques, a conclusion of fair value is estimated.
The fair value is then compared to the carrying value of our reporting units. If
the fair value of a reporting unit is less than its carrying value, we would
recognize the excess of the reporting unit's carrying value over its fair value
as an impairment charge, limited to the total amount of goodwill allocated to
the reporting unit.

In the fourth quarter of 2017, we determined a $56.4 million one-time, non-cash
impairment charge was required for our U.S. reporting unit, due predominantly to
the market-driven impacts on advertising revenue resulting from lower CPMs,
which negatively affected our results and outlook. We believe this non-cash
impairment charge does not impact our ability to generate cash flow in the
future, and it is not tax deductible. No such goodwill impairment charge was
recognized for the years ended December 31, 2019 and 2018.

See "Note 8 - Goodwill" to the "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Annual Report for further information related to our goodwill.

Contingencies


We accrue for contingencies when the obligation is probable and the amount can
be reasonably estimated. As facts concerning contingencies become known, we
reassess our position and make appropriate adjustments to the consolidated
financial statements. Estimates that are particularly sensitive to future
changes include those related to tax, legal and other regulatory matters that
are subject to change as events evolve and additional information becomes
available.

See "Note 11 - Commitments and Contingencies" to the "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Annual Report for further information related to our contingencies.

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Contractual Obligations

Our principal commitments consist of obligations for finance and operating leases, cloud data storage and debt.

The following table sets forth our commitments to settle contractual obligations in cash as of December 31, 2019:

                                          Less Than 1       1-3 Years       3-5 Years       More Than 5
(in thousands)              Total            Year                                              Years

Operating leases(1) $ 7,930$ 2,361$ 3,436 $

     1,019     $       1,114
Finance leases(2)                72                12              24              24                12
Cloud data storage(3)        14,320             5,248           7,925           1,147                 -
Term loan facility           37,121             4,738          32,383               -                 -
Interest on term loan
facility(4)                   2,996             1,238           1,758               -                 -
Total contractual
obligations              $   62,439$      13,597$    45,526$     2,190$       1,126


(1)    The operating lease obligations relate to facilities and equipment we
       lease in the U.S. and Germany.


(2)    The finance lease obligations relate to office equipment we lease in
       Germany.


(3)    The cloud data storage obligations relate to Amazon Web Services and
       Google Cloud costs.


(4)    Includes principal and projected interest using our weighted average
       interest rate of 3.76% as of December 31, 2019.


Off-balance Sheet Arrangements


As of December 31, 2019, we did not have any relationships with unconsolidated
entities or financial partners, such as entities often referred to as structured
finance or special purpose entities, established for the purpose of facilitating
off-balance sheet arrangements or other contractually-narrow or limited
purposes. As such, we are not materially exposed to any financing, liquidity,
market or credit risk that could arise if we had engaged in such relationships.

Non-GAAP Financial Measure


The following discussion and analysis includes both financial measures in
accordance with GAAP, as well as Adjusted EBITDA (defined below), which is a
non-GAAP financial measure. Generally, a non-GAAP financial measure is a
numerical measure of a company's performance, financial position or cash flows
that either excludes or includes amounts that are not normally included or
excluded in the most directly comparable measure calculated and presented in
accordance with GAAP. Non-GAAP financial measures should be viewed as
supplemental to, and should not be considered as alternatives to, net income,
operating income and cash flows from operating activities, liquidity or any
other financial measures. They may not be indicative of our historical operating
results nor are they intended to be predictive of potential future results.
Investors should not consider non-GAAP financial measures in isolation or as
substitutes for performance measures calculated in accordance with GAAP.

We believe that both management and stockholders benefit from referring to
Adjusted EBITDA (defined below) in planning, forecasting and analyzing future
periods. We use this non-GAAP financial measure in evaluating our financial and
operational decision-making and as a means to evaluate period to period
comparison.

We define Adjusted EBITDA as net income (or loss) before interest expense,
benefit from or provision for income taxes, depreciation and amortization
expense, stock-based compensation expense, non-recurring acquisition,
restructuring or other expenses, gain or loss on foreign currency transactions,
gain or loss on sale or disposal of assets, bad debt expense outside the normal
range and goodwill and long-lived asset impairment charges. We exclude
stock-based compensation expense because it is non-cash in nature. We believe
Adjusted EBITDA is an important measure of our operating performance because it
allows management, investors and analysts to evaluate and assess our core
operating results from period to period after removing the impact of
acquisition-related costs, and other items of a non-operational nature that
affect comparability. We recognize Adjusted EBITDA has inherent limitations
because of the excluded items.

We have included a reconciliation of our net income (loss), which is the most
comparable financial measure calculated in accordance with GAAP to Adjusted
EBITDA. We believe providing this non-GAAP financial measure, together with the
reconciliation to GAAP, helps investors make comparisons between us and other
companies. In making any comparisons to other companies, investors need to be
aware that companies use different non-GAAP measures to evaluate their financial
performance. Investors should pay close attention to the specific definition
being used and to the reconciliation between such measure and the corresponding
GAAP measure provided by each company under applicable SEC rules.

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The following table sets forth a reconciliation of net income (loss), a GAAP
financial measure, to Adjusted EBITDA for the years ended December 31, 2019,
2018 and 2017:
                                                    Year Ended December 31,
(in thousands)                                  2019         2018         2017
Net income (loss)                            $ 11,334$  1,143$ (64,592 )
Interest expense                                1,301        2,322           860
Income tax expense                              4,929          467         6,704

Depreciation and amortization expense 13,131 13,776 11,574 Stock-based compensation expense

               11,107        9,286         

8,467

Goodwill impairment                                 -            -        

56,429

Acquisition, restructuring and other              414        5,038        

12,151

(Gain) loss on disposal of assets                 (41 )         95          

-

Loss (gain) on foreign currency transactions 51 (97 )

  33
Adjusted EBITDA                              $ 42,226$ 32,030$  31,626

Recent Accounting Pronouncements


For detailed information regarding recently-issued accounting pronouncements and
their expected impacts on our consolidated financial statements, see "Note 1 -
Description of Business, Basis of Presentation and Summary of Significant
Accounting Policies" to the "Consolidated Financial Statements" and the related
notes thereto included elsewhere in this Annual Report.

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