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    BMBL   US12047B1052

BUMBLE INC.

(BMBL)
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BUMBLE : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

08/13/2021 | 04:18pm EST
You should read the following discussion and analysis of the financial condition
and results of operations of Bumble Inc. (the "Successor") and Worldwide Vision
Limited (the "Predecessor), in conjunction with our unaudited condensed
consolidated financial statements and related notes included elsewhere in Part
I, "Item 1 - Financial Statements (Unaudited)". This discussion contains
forward-looking statements that involve risks and uncertainties about our
business and operations. Our actual results could differ materially from those
discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include, without limitation, those discussed in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations and those identified under "Special Note Regarding Forward-Looking
Statements" and Part I, "Item 1A-Risk Factors" in our 2020 Form 10-K.

Overview


Bumble operates two apps, Bumble and Badoo. We are a leader in the fast-growing
online dating space, which has become increasingly popular over the last decade.
We launched the Bumble app in 2014 to address antiquated gender norms and a lack
of kindness and accountability on the internet. By placing women at the center -
where women make the first move - we are building a platform that is designed to
be safe and empowering for women, and in turn, provide a better environment for
everyone. The Badoo app, launched in 2006, was one of the pioneers of web and
mobile free-to-use dating products. Badoo's mantra of "Date Honestly" extends
our focus on building meaningful connections to everyone.

Quarter ended June 30, 2021 Consolidated Results

For the three months ended June 30, 2021 and 2020, we generated:


?
Total Revenue of $186.2 million and $135.1 million, respectively;
?
Bumble App Revenue of $127.3 million and $82.2 million, respectively;
?
Badoo App and Other Revenue of $58.9 million and $52.9 million, respectively;
?
Net loss of $11.1 million and $5.5 million, respectively, representing net loss
margins of (6.0)%, and (4.0)%, respectively; and
?
Adjusted EBITDA of $51.9 million and $32.5 million respectively, representing
Adjusted EBITDA margins of 27.9% and 24.1%, respectively.

Year-to-Date June 30, 2021 Consolidated Results

For the six months ended June 30, 2021, the period from January 29, 2020 to June 30, 2020, and the period from January 1, 2020 to January 28, 2020 we generated:


?
Total Revenue of $356.9 million, $214.3 million and $40.0 million, respectively;
?
Bumble App Revenue of $240.0 million, $128.9 million and $23.3 million,
respectively;
?
Badoo App and Other Revenue of $117.0 million, $85.4 million and $16.7 million,
respectively;
?
Net earnings (loss) of $312.3 million, $(61.3) million and $(32.6) million,
respectively, representing net earnings (loss) margins of 87.5%, (28.6)% and
(81.4)% respectively;
?
Adjusted EBITDA of $98.0 million, $45.2 million and $9.4 million respectively,
representing Adjusted EBITDA margins of 27.4%, 21.1% and 23.4%, respectively;
?
Net cash used in operating activities of $31.4 million, $35.8 million and
$3.3 million, respectively, and operating cash flow conversion of (10.1)%, 58.4%
and 10.2%, respectively; and
?
Free cash flow of $(37.0) million, $(39.2) million and $(4.4) million,
respectively, representing free cash flow conversion of (37.8)%, (86.7)% and
(46.4)%, respectively.

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."

                                       34

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Key Operating and Financial Metrics


We regularly review a number of metrics, including the following key operating
and financial metrics, to evaluate our business, measure our performance,
identify trends in our business, prepare financial projections and make
strategic decisions. We believe these non-GAAP and operational measures are
useful in evaluating our performance, in addition to our financial results
prepared in accordance with GAAP. See "-Non-GAAP Financial Measures" for
additional information on non-GAAP financial measures and a reconciliation to
the most comparable GAAP measures.



                                            Three Months       Three Months       Six Months       Six Months
                                               Ended              Ended             Ended            Ended
                                              June 30,           June 30,          June 30,         June 30,
(In thousands, except ARPPU)                    2021               2020              2021             2020
Key Operating Metrics
Bumble App Paying Users                           1,473.0            1,079.3          1,412.9          1,008.8
Badoo App and Other Paying Users                  1,454.3            1,352.9          1,452.4          1,285.5
Total Paying Users                                2,927.3            2,432.2          2,865.3          2,294.3
Bumble App Average Revenue per Paying
User                                       $        28.81     $        25.40     $      28.31     $      25.14
Badoo App and Other Average Revenue per
Paying User                                $        12.85     $        12.32     $      12.80     $      12.29
Total Average Revenue per Paying User      $        20.88     $        18.12     $      20.45     $      17.94




                                                                     Successor                                            Predecessor
                                                                                                  Period from             Period from
                                    Three Months       Three Months        Six Months             January 29,             January 1,
                                       Ended              Ended               Ended                 through                 through
(In thousands, except per share       June 30,           June 30,           June 30,               June 30,               January 28,
/ unit data and percentages)            2021               2020               2021                   2020                    2020
Condensed Consolidated
Statements of Operations Data:
Revenue                            $      186,217     $      135,142     $       356,930      $           214,287        $      39,990
Net earnings (loss)                       (11,147 )           (5,465 )           312,295                  (61,274 )            (32,556 )
Net earnings (loss) attributable
to Bumble Inc. shareholders /
Buzz Holdings L.P. owners                  (7,083 )           (5,449 )           334,707                  (61,210 )            (34,473 )
Net earnings (loss) per unit
attributable to Bumble Inc.
shareholders / Buzz Holdings
L.P. owners
Basic earnings (loss) per share
/ unit                             $        (0.06 )   $            -     $          1.67      $             (0.02 )
Diluted earnings (loss) per
share / unit                       $        (0.06 )   $            -     $          1.62      $             (0.02 )
Other Data:
Adjusted EBITDA                    $       51,883     $       32,513     $        97,963      $            45,247        $       9,371
Adjusted EBITDA margin                       27.9 %             24.1 %              27.4 %                   21.1 %               23.4 %
Free cash flow                                                                   (36,991 )                (39,231 )             (4,351 )
Free cash flow conversion                                                          (37.8 )%                 (86.7 )%             (46.4 )%

                                                                          June 30, 2021        December 31, 2020
Condensed Consolidated Balance
Sheets Data:
Total assets                                                             $     3,754,630      $         3,637,268
Cash and cash equivalents                                                        252,021                  128,029
Long-term debt, net including
current maturities                                                               624,233                  826,214




Profitability and Liquidity

We use net earnings (loss) and net cash provided by (used in) operating
activities to assess our profitability and liquidity, respectively. In addition
to net earnings (loss) and net cash provided by (used in) operating activities,
we also use the following measures:

?
Adjusted EBITDA. We define Adjusted EBITDA as net earnings (loss) excluding
income tax (benefit) provision, interest (income) expense, depreciation and
amortization, stock-based compensation expense, foreign exchange (gain) loss,
changes in fair value of contingent earn-out liability, interest rate swaps and
external investments, transaction and other costs and litigation costs net of
insurance reimbursements that arise outside of the ordinary course of business.
Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

                                       35

--------------------------------------------------------------------------------


?

Free cash flow. We define free cash flow as net cash (used in) provided by operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA.


Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow
conversion are key measures we use to assess our financial performance and are
also used for internal planning and forecasting purposes. We believe Adjusted
EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are
helpful to investors, analysts and other interested parties because they can
assist in providing a more consistent and comparable overview of our operations
across our historical financial periods. In addition, these measures are
frequently used by analysts, investors and other interested parties to evaluate
and assess performance.

See "-Non-GAAP Financial Measures" for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash used in operating activities to free cash flow.

Impact of COVID-19


In March 2020, the World Health Organization declared the outbreak of COVID-19 a
global pandemic. COVID-19 has rapidly impacted market and economic conditions
globally, resulting in the implementation of significant governmental measures,
including lockdowns, closures, quarantines, and travel bans intended to control
the spread of the virus. While some of these measures have been relaxed in
certain parts of the world as increasing numbers of people have received
COVID-19 vaccines, others have remained in place with some areas continuing to
experience renewed outbreaks and surges in infection rates. The extent to which
such measures are removed or new measures are put in place will depend upon how
the pandemic evolves, as well as the distribution of available vaccines and the
rates at which they are administered. Future prevention and mitigation measures,
as well as the potential for some of these measures to be reinstituted in the
event of repeat waves or the emergence of new variants of the virus, are likely
to continue to have an adverse impact on global economic conditions and consumer
confidence and spending for some time, and could materially adversely affect
demand, or users' ability to pay, for our products and services.

In response to the COVID-19 outbreak, we have taken several precautions that may
adversely impact employee productivity, such as requiring employees to work
remotely, imposing travel restrictions, and temporarily closing office
locations. We continue to monitor the rapidly-evolving situation and guidance
from international and domestic authorities, including federal, state and local
public health authorities, and there may be developments outside our control
requiring us to adjust our operating plan. As such, given the unprecedented
uncertainty around the duration and severity of the impact on market conditions
and the business environment, we cannot reasonably estimate the full impacts of
the COVID-19 pandemic on our business, financial condition and results of
operations in the future.

For additional information, see "Risk Factors-General Risk Factors-Our business
and results of operations may be materially adversely affected by the recent
COVID-19 outbreak or other similar outbreaks" in Part I, Item 1A. of our 2020
Form 10-K.

2021 Developments

Initial Public Offering and Offering Transactions




On February 10, 2021, our registration statement on Form S-1 relating to our IPO
was declared effective by the U.S. Securities and Exchange Commission, and our
Class A common stock began trading on the NASDAQ on February 11, 2021. Our IPO
closed on February 16, 2021.



Bumble Inc. issued and sold 57.5 million shares of its Class A common stock in
the IPO, including 7.5 million shares sold pursuant to the exercise in full by
the underwriters of their option to purchase additional shares. Bumble Inc. used
the proceeds (net of underwriting discounts) from the issuance of 9 million
shares ($369.6 million) to acquire an equivalent number of newly-issued Common
Units from Buzz Holdings L.P, which Buzz Holdings L.P. in turn used to repay
outstanding indebtedness under our Incremental Term Loan Facility totaling
$200.0 million in aggregate principal amount and allocated the remaining
proceeds, after bearing all of the expenses of the IPO for general corporate
purposes. Bumble Inc. used the proceeds (net of underwriting discounts) from the
issuance of 48.5 million shares ($1,991.6 million) to purchase or redeem an
equivalent aggregate number of shares of Class A common stock and Common Units
from our pre-IPO owners. We refer to the foregoing transactions as the "Offering
Transactions".

Reorganization Transactions

Prior to the completion of the IPO, we undertook certain reorganization
transactions (the "Reorganization Transactions") such that Bumble Inc. is now a
holding company, and its sole material asset is a controlling equity interest in
Bumble Holdings. As the general partner of Bumble Holdings, Bumble Inc. now
operates and controls all of the business and affairs of Bumble Holdings, has
the

                                       36
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obligation to absorb losses and receive benefits from Bumble Holdings and,
through Bumble Holdings and its subsidiaries, conducts our business. The
Reorganization Transactions were accounted for as a reorganization of entities
under common control. As a result, the consolidated financial statements of
Bumble Inc. will recognize the assets and liabilities received in the
Reorganization Transactions at their historical carrying amounts, as reflected
in the historical financial statements of Bumble Holdings, the accounting
predecessor. Bumble Inc. will consolidate Bumble Holdings on its consolidated
financial statements and record a non-controlling interest, related to the
Common Units and the Incentive Units held by our pre-IPO owners, on its
consolidated balance sheet and statement of operations.

Bumble Inc. is a corporation for U.S. federal and state income tax purposes.
Both Bumble Inc.'s accounting predecessor, Bumble Holdings, and Bumble Holdings'
accounting predecessor, Worldwide Vision Limited, have been since the Sponsor
Acquisition, treated as flow-through entities for U.S. federal income tax
purposes, and as such, have generally not been subject to U.S. federal income
tax at the entity level. Accordingly, the historical results of operations and
other financial information set forth in this Quarterly Report do not include
any material provisions for U.S. federal income tax for the periods prior to our
IPO. Following our IPO, Bumble Inc. pays U.S. federal and state income taxes as
a corporation on its share of Bumble Holdings' taxable income.



In addition, in connection with the Reorganization Transactions and our IPO, we
entered into the tax receivable agreement as described under "-Tax Receivable
Agreement."



Tax Receivable Agreement

In connection with the Reorganization Transactions and our IPO, we entered into
a tax receivable agreement with certain of our pre-IPO owners that provides for
the payment by Bumble, Inc. to such pre-IPO owners of 85% of the benefits that
Bumble Inc. realizes, or is deemed to realize, as a result of Bumble Inc.'s
allocable share of existing tax basis acquired in our IPO, increases in our
share of existing tax basis and adjustments to the tax basis of the assets of
Bumble Holdings as a result of sales or exchanges of Common Units (including
Common Units issued upon conversion of vested Incentive Units), and our
utilization of certain tax attributes of the Blocker Companies (including the
Blocker Companies' allocable share of existing tax basis) and certain other tax
benefits related to entering into the tax receivable agreement.

We estimate the amount of existing tax basis with respect to which our pre-IPO
owners will be entitled to receive payments under the tax receivable agreement
(assuming all Pre-IPO Common Unitholders exchanged their Common Units for shares
of Class A common stock on the date of the IPO, and assuming all vested
Incentive Units were converted to Common Units and immediately exchanged for
shares of Class A common stock at the IPO prices of $43.00 per share of Class A
common stock) is approximately $2,603 million, which includes Bumble Inc.'s
allocable share of existing tax basis acquired in the IPO, which we have
determined to be approximately $1,728 million. In determining Bumble Inc.'s
allocable share of existing tax basis acquired in the IPO, we have given
retrospective effect to certain exchanges of Common Units for Class A shares
that occurred after the IPO that were contemplated to have occurred pursuant to
the Blocker Restructuring. The payments under the tax receivable agreement are
not conditioned upon continued ownership of the Company by the pre-IPO owners.

We have determined that it is more likely than not that we will be unable to
realize certain tax benefits 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, 2021.
The Company is entitled to certain depreciation and amortization deductions as a
result of its allocable share of existing tax basis acquired in the IPO and
increases in its allocable share of existing basis and adjustments to the tax
basis of the assets of Bumble Holdings as a result of sales or exchanges in
connection with the IPO. There is significant existing tax basis in the assets
of Bumble Holdings as a result of the Sponsor Acquisition. Based on current
projections, we anticipate having sufficient taxable income to be able to
realize these tax benefits and have recorded a liability of $356.8 million
associated with the tax receivable agreement related to these benefits. The
realizability of the deferred tax assets is evaluated based on all positive and
negative evidence, including future reversals of existing taxable temporary
differences, projected future taxable income, tax planning strategies and recent
results of operations. We will assess the realizability of the deferred tax
assets at each reporting period, and a change in our estimate of our liability
associated with the tax receivable agreement may result as additional
information becomes available, including results of operations in future
periods.



                                       37
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Employee Equity Plans



In connection with the Reorganization Transactions and our IPO, we undertook a
number of modifications to existing employee equity plans such that awards under
the Founder Plan, US Plan, and Non-US Plan were reclassified as follows:

?
The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings under the
Founder Plan and granted to Senior Management under the US Plan were
reclassified to vested Incentive Units (in the case of Vested Class B Units) and
unvested Incentive Units (in the case of unvested Class B Units) in Bumble
Holdings.
?
The Time-Vesting and Exit-Vesting Class B Units in Bumble Holdings (other than
those granted to senior management) were reclassified to Class A common stock
(in the case of vested Class B Units) and Restricted Shares of Class A common
stock (in the case of unvested Class B Units) in Bumble Inc.
?
The Time-Vesting and Exit-Vesting Phantom Class B Units in Bumble Holdings were
reclassified into vested RSUs (in the case of vested Class B Phantom Units) and
unvested RSUs (in the case of unvested Class B Phantom Units) in Bumble Inc. As
the modification resulted in a change from liability-settled to equity-settled,
the RSUs were fair valued at the date of the IPO.



In all cases of respective reclassifications, the Post-IPO awards retained the
same terms and conditions (including applicable vesting requirement). Each
Post-IPO award was converted to reflect the $43.00 share price contemplated in
the Company's IPO while retaining the same economic value in the Company.



In connection with the IPO, we adopted the 2021 Omnibus Plan, which became effective on the date immediately prior to the effective date of the IPO. Under the 2021 Omnibus Plan, we granted equity awards as follows:


?
Stock options with the underlying equity being shares of the Company's Class A
common stock. These stock options are inclusive of both Time-Vesting stock
options and Exit-Vesting stock options.
?
Time-Vesting Restricted Stock Units with the underlying equity being shares of
the Company's Class A common stock.
?
Time-Vesting and Exit-Vesting Incentive Units in Bumble Holdings.



At the IPO date, we concluded that our public offering represents a qualifying
liquidity event that would cause the Exit-Vesting awards' performance conditions
to be probable of occurring. As such, we started to recognize stock-based
compensation expense in relation to the Exit-Vesting awards. During the three
and six months ended June 30, 2021, we recognized compensation cost related to
the reclassified Exit-Vesting awards of $7.8 million and $19.1 million,
respectively.



For additional information, see Note 13, Stock-based Compensation, to our unaudited condensed consolidated financial statements included in Part I, "Item 1 - Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.

Components of Results of Operations

Our business is organized into a single reportable segment.

Revenue


We monetize both the Bumble and Badoo apps via a freemium model where the use of
our service is free and a subset of our users pay for subscriptions or in-app
purchases to access premium features. Subscription revenue is presented net of
taxes, refunds and credit card chargebacks. This revenue is initially deferred
and is recognized using the straight-line method over the term of the applicable
subscription period. Revenue from lifetime subscriptions is deferred over the
average estimated expected period of the subscriber relationship, which is
currently estimated to be twelve months. Revenue from the purchase of in-app
features is recognized based on usage.

We also earn revenue from online advertising and partnerships, which are not a
significant part of our business. Online advertising revenue is recognized when
an advertisement is displayed. Revenue from partnerships is recognized according
to the contractual terms of the partnership.

                                       38

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Cost of revenue


Cost of revenue consists primarily of in-app purchase fees due on payments
processed through the Apple App Store and Google Play Store. Purchases on
Android, mobile web and desktop have additional payment methods, such as credit
card or via telecom providers. These purchases incur fees which vary depending
on payment method. Purchase fees are deferred and expensed over the same period
as revenue.

Cost of revenue also includes data center expenses such as rent, power and
bandwidth for running servers, employee compensation (including stock-based
compensation) and other employee related costs. Expenses relating to customer
care functions such as customer service, moderators and other auxiliary costs
associated with providing services to customers such as fraud prevention are
also included within cost of revenue.

Selling and marketing expense


Selling and marketing expense consists primarily of brand marketing, digital and
social media spend, field marketing and compensation expense (including
stock-based compensation) and other employee-related costs for personnel engaged
in sales and marketing functions.

General and administrative expense


General and administrative expense consists primarily of compensation (including
stock-based compensation) and other employee-related costs for personnel engaged
in executive management, finance, legal, tax and human resources. General and
administrative expense also consists of transaction costs, changes in fair value
of contingent earn-out liability, expenses associated with facilities,
information technology, external professional services, legal costs and
settlement of legal claims and other administrative expenses.

Product development expense


Product development expense consists primarily of compensation (including
stock-based compensation) and other employee-related costs for personnel engaged
in the design, development, testing and enhancement of product offerings and
related technology.

Depreciation and amortization expense


Depreciation and amortization expense is primarily related to computer
equipment, leasehold improvements, furniture and fixtures, developed technology,
user base, white label contracts, trademarks and other definite-lived intangible
assets.

Interest income (expense)

Interest income (expense) consists of interest income received on related party
loans receivables and interest expense incurred in connection with our long-term
debt.

Other income (expense), net

Other expense, net consists of insurance reimbursement proceeds, fair value changes in derivatives and external investments and impacts from foreign exchange transactions.

Income tax benefit (provision)


Income tax benefit (provision) represents the income tax benefit or expense
associated with our operations based on the tax laws of the jurisdictions in
which we operate. These foreign jurisdictions have different statutory tax rates
than the United States. Our effective tax rates will vary depending on the
relative proportion of foreign to domestic income, changes in the valuation of
our deferred tax assets and liabilities, and changes in tax laws.

                                       39

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Results of Operations

The following table sets forth our unaudited condensed consolidated statement of operations information for the periods presented:



                                                                Successor                                     Predecessor
                                                                                          Period from         Period from
                                    Three Months       Three Months      Six Months       January 29,         January 1,
                                       Ended              Ended             Ended           through             through
                                      June 30,           June 30,         June 30,         June 30,           January 28,
(In thousands)                          2021               2020             2021             2020                2020
Revenue                            $      186,217     $      135,142     $   356,930     $     214,287       $      39,990
Operating costs and expenses:
Cost of revenue                            50,797             36,867          98,544            58,494              10,790
Selling and marketing expense              49,711             39,480          96,549            66,767              11,157
General and administrative
expense                                    43,381             20,128         169,905            80,162              44,907
Product development expense                24,921             10,110          59,966            17,055               4,087
Depreciation and amortization
expense                                    26,905             24,032          53,860            40,345                 408
Total operating costs and
expenses                                  195,715            130,617         478,824           262,823              71,349
Operating earnings (loss)                  (9,498 )            4,525        (121,894 )         (48,536 )           (31,359 )
Interest income (expense)                  (5,921 )           (5,246 )       (13,650 )          (9,785 )                50
Other income (expense), net                 4,731             (1,159 )        11,722              (547 )              (882 )
Income (loss) before income
taxes                                     (10,688 )           (1,880 )      (123,822 )         (58,868 )           (32,191 )
Income tax benefit (provision)               (459 )           (3,585 )       436,117            (2,406 )              (365 )
Net earnings (loss)                       (11,147 )           (5,465 )       312,295           (61,274 )           (32,556 )
Net earnings (loss) attributable
to noncontrolling interests                (4,064 )              (16 )       (22,412 )             (64 )             1,917
Net earnings (loss) attributable
to Bumble Inc. shareholders /
Buzz Holdings L.P. owners          $       (7,083 )   $       (5,449 )   $   334,707     $     (61,210 )     $     (34,473 )




The following table sets forth our unaudited condensed consolidated statement of
operations information as a percentage of revenue for the periods presented:



                                                                 Successor                                       Predecessor
                                                                                            Period from          Period from
                                   Three Months       Three Months        Six Months        January 29,          January 1,
                                       Ended              Ended             Ended             through              through
                                     June 30,           June 30,           June 30,          June 30,            January 28,
                                       2021               2020               2021              2020                 2020
Revenue                                    100.0 %            100.0 %           100.0 %            100.0 %              100.0 %
Operating costs and expenses:
Cost of revenue                             27.3 %             27.3 %            27.6 %             27.3 %               27.0 %
Selling and marketing expense               26.7 %             29.2 %            27.0 %             31.2 %               27.9 %
General and administrative
expense                                     23.3 %             14.9 %            47.6 %             37.4 %              112.3 %
Product development expense                 13.4 %              7.5 %            16.8 %              8.0 %               10.2 %
Depreciation and amortization
expense                                     14.4 %             17.8 %            15.1 %             18.8 %                1.0 %
Total operating costs and
expenses                                   105.1 %             96.7 %           134.2 %            122.6 %              178.4 %
Operating earnings (loss)                   (5.1 )%             3.3 %           (34.2 )%           (22.6 )%             (78.4 )%
Interest income (expense)                   (3.2 )%            (3.9 )%           (3.8 )%            (4.6 )%               0.1 %
Other income (expense), net                  2.5 %             (0.9 )%            3.3 %             (0.3 )%              (2.2 )%
Income (loss) before income
taxes                                       (5.7 )%            (1.4 )%          (34.7 )%           (27.5 )%             (80.5 )%
Income tax benefit (provision)              (0.2 )%            (2.7 )%          122.2 %             (1.1 )%              (0.9 )%
Net earnings (loss)                         (6.0 )%            (4.0 )%           87.5 %            (28.6 )%             (81.4 )%
Net earnings (loss) attributable
to noncontrolling interests                 (2.2 )%            (0.0 )%           (6.3 )%            (0.0 )%               4.8 %
Net earnings (loss) attributable
to Bumble Inc. shareholders /
Buzz Holdings L.P. owners                   (3.8 )%            (4.0 )%           93.8 %            (28.6 )%             (86.2 )%




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



                                                                      Successor                                     Predecessor
                                                                                                Period from         Period from
                                          Three Months      Three Months       Six Months       January 29,         January 1,
                                             Ended              Ended            Ended            through             through
                                            June 30,          June 30,          June 30,         June 30,           January 28,
(In thousands)                                2021              2020              2021             2020                2020
Cost of revenue                          $          604     $          19     $      2,211     $          19       $           -
Selling and marketing expense                     2,500                84            7,641                84                  75
General and administrative expense               17,960             2,332           37,868             3,752               3,997
Product development expense                       8,852               321           28,019               321                  84

Total stock-based compensation expense $ 29,916 $ 2,756

  $     75,739     $       4,176       $       4,156




Comparison of the Three Months Ended June 30, 2021 and 2020 and the Six Months
ended June 30, 2021, the Period from January 29, 2020 to June 30, 2020
(Successor) and the Period from January 1, 2020 to January 28, 2020
(Predecessor)

Revenue



                                                                Successor                                      Predecessor
                                                                                           Period from         Period from
                                    Three Months       Three Months       Six Months       January 29,         January 1,
                                       Ended              Ended             Ended            through             through
                                      June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands)                          2021               2020              2021             2020                2020
Bumble App                         $      127,319     $       82,232     $    239,955     $     128,885       $      23,256
Badoo App and Other                        58,898             52,910          116,975            85,402              16,734
Total Revenue                      $      186,217     $      135,142     $    356,930     $     214,287       $      39,990



Total Revenue for the three months ended June 30, 2021 increased by $51.1 million, or 37.8%, compared to the same period in 2020.

Bumble App Revenue for the three months ended June 30, 2021 increased by $45.1 million, or 54.8%, compared to the same period in 2020 driven by a 36.5% increase in Bumble App Paying Users to 1.5 million.


Badoo App and Other Revenue for the three months ended June 30, 2021, increased
by $6.0 million, or 11.3%, compared to the same period in 2020 driven by a 7.5%
increase in Badoo App and Other Paying Users to 1.5 million.

Total Revenue was $356.9 million for the six months ended June 30, 2021, $214.3
million for the period from January 29, 2020 to June 30, 2020 and $40.0 million
for the period from January 1, 2020 to January 28, 2020. Revenue in the period
from January 29, 2020 to June 30, 2020 was impacted by a reduction in deferred
revenue of $13.2 million recorded in purchase accounting.

Bumble App Revenue was $240.0 million for the six months ended June 30, 2021, $128.9 million for the period from January 29, 2020 to June 30, 2020 and $23.3 million for the period from January 1, 2020 to January 28, 2020. This change was primarily driven by a 40.1% increase in the number of Bumble App Paying Users to 1.4 million.


Badoo App and Other Revenue was $117.0 million for the six months ended June 30,
2021, $85.4 million for the period from January 29, 2020 to June 30, 2020 and
$16.7 million for the period from January 1, 2020 to January 28, 2020. This
change was primarily driven by a 13.0% increase in the number of Badoo and Other
App Paying Users to 1.5 million. In addition, advertising and partnership
revenue was $5.4 million for the six months ended June 30, 2021, $6.2 million
for the period from January 29, 2020 to June 30, 2020 and $1.2 million for the
period from January 1, 2020 to January 28, 2020.

Cost of revenue



                                                                  Successor                                      Predecessor
                                                                                             Period from         Period from
                                      Three Months       Three Months       Six Months       January 29,         January 1,
                                         Ended              Ended             Ended            through             through
                                        June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands, except percentages)        2021               2020              2021             2020                2020
Cost of revenue                      $       50,797     $       36,867     $     98,544     $      58,494       $      10,790
Percentage of revenue                          27.3 %             27.3 %           27.6 %            27.3 %              27.0 %




                                       41
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Cost of revenue for the three months ended June 30, 2021 increased by $13.9 million, or 37.8%, compared to the same period in 2020 driven by the growth in in-app purchase fees due to increasing revenue.




Cost of revenue was $98.5 million for the six months ended June 30, 2021, $58.5
million for the period from January 29, 2020 to June 30, 2020 and $10.8 million
for the period from January 1, 2020 to January 28, 2020. This change was
primarily driven by the growth in in-app purchase fees due to increasing
revenue.

Selling and marketing expense



                                                                  Successor                                      Predecessor
                                                                                             Period from         Period from
                                      Three Months       Three Months       Six Months       January 29,         January 1,
                                         Ended              Ended             Ended            through             through
                                        June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands, except percentages)        2021               2020              2021             2020                2020
Selling and marketing expense        $       49,711     $       39,480     $     96,549     $      66,767       $      11,157
Percentage of revenue                          26.7 %             29.2 %           27.0 %            31.2 %              27.9 %


Selling and marketing expense for the three months ended June 30, 2021 increased
by $10.2 million, or 25.9%, compared to the same period in 2020 driven by higher
digital and social media marketing costs, increased personnel costs due to
higher headcount and stock-based compensation, which was $2.5 million for the
three months ended June 30, 2021 compared to $0.1 million for the three months
ended June 30, 2020.

Selling and marketing expense was $96.5 million for the six months ended
June 30, 2021, $66.8 million for the period from January 29, 2020 to June 30,
2020 and $11.2 million for the period from January 1, 2020 to January 28, 2020.
This change was primarily due to an increase in digital and social media
marketing costs, increased personnel costs due to higher headcount and
stock-based compensation, which was $7.7 million in the six months ended
June 30, 2021, $0.1 million in the period from January 29, 2020 to June 30, 2020
and $0.1 million for the period from January 1, 2020 to January 28, 2020.

General and administrative expense



                                                                  Successor                                      Predecessor
                                                                                             Period from         Period from
                                      Three Months       Three Months       Six Months       January 29,         January 1,
                                         Ended              Ended             Ended            through             through
                                        June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands, except percentages)        2021               2020              2021             2020                2020
General and administrative expense   $       43,381     $       20,128     $    169,905     $      80,162       $      44,907
Percentage of revenue                          23.3 %             14.9 %           47.6 %            37.4 %             112.3 %




General and administrative expense for the three months ended June 30, 2021
increased by $23.3 million, or 115.5%, compared to the same period in 2020
driven by an $15.6 million increase in stock-based compensation of which $6.9
million was due to an equity plan modification, increased personnel costs as a
result of increased headcount and increased public company operating costs.



General and administrative expense was $169.9 million for the six months ended
June 30, 2021, $80.2 million for the period from January 29, 2020 to June 30,
2020 and $44.9 million for the period from January 1, 2020 to January 28, 2020.
These were impacted by transaction costs of $16.0 million, $47.9 million and
$40.3 million in the six months ended June 30, 2021, the period from January 29,
2020 to June 30, 2020 and the period from January 1, 2020 to January 28, 2020,
respectively. The increase was also driven by a $72.4 million change in the fair
value of the contingent earn-out liability in the six months ended June 30,
2021. In addition, general and administrative expense included stock-based
compensation of $37.9 million, $3.8 million and $4.0 million (of which $3.8
million were in relation to the Sponsor Acquisition) in the six months ended
June 30, 2021, the period from January 29, 2020 to June 30, 2020 and the period
from January 1, 2020 to January 28, 2020, respectively. The remainder of the
increase is predominantly due to increased personnel costs due to higher
headcount and increased public company operating costs.

                                       42

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Product development expense



                                                                  Successor                                      Predecessor
                                                                                             Period from         Period from
                                      Three Months       Three Months       Six Months       January 29,         January 1,
                                         Ended              Ended             Ended            through             through
                                        June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands, except percentages)        2021               2020              2021             2020                2020
Product development expense          $       24,921     $       10,110     $     59,966     $      17,055       $       4,087
Percentage of revenue                          13.4 %              7.5 %           16.8 %             8.0 %              10.2 %




Product development expense in the three months ended June 30, 2021 increased by
$14.8 million, or 146.5%, compared to the same period in 2020 driven by an $8.5
million increase in stock-based compensation and increased personnel costs.



Product development expense was $60.0 million for the six months ended June 30,
2021, $17.1 million for the period from January 29, 2020 to June 30, 2020 and
$4.1 million for the period from January 1, 2020 to January 28, 2020. The change
was primarily due to increased personnel costs as a result of higher employee
headcount in product development functions and stock-based compensation which
were $28.0 million, $0.3 million and $0.1 million in the six months ended
June 30, 2021, the period from January 29, 2020 to June 30, 2020 and the period
from January 1, 2020 to January 28, 2020, respectively.

Depreciation and amortization expense



                                                                     Successor                                      Predecessor
                                                                                                Period from         Period from
                                         Three Months       Three Months       Six Months       January 29,         January 1,
                                            Ended              Ended             Ended            through          2020 through
                                           June 30,           June 30,          June 30,         June 30,           January 28,
(In thousands, except percentages)           2021               2020              2021             2020                2020

Depreciation and amortization expense $ 26,905 $ 24,032

  $     53,860     $      40,345       $         408
Percentage of revenue                             14.4 %             17.8 %           15.1 %            18.8 %               1.0 %




Depreciation and amortization expense for the three months ended June 30, 2021
increased by $2.9 million, or 12.0%, compared to the same period in 2020 driven
by higher amortization of finite-lived intangible assets recognized in
connection with the Sponsor Acquisition.



Depreciation and amortization expense was $53.9 million for the six months ended
June 30, 2021, $40.3 million for the period from January 29, 2020 to June 30,
2020 and $0.4 million for the period from January 1, 2020 to January 28, 2020.
The increase is due to the amortization of finite-lived intangible assets
recognized in connection with the Sponsor Acquisition.

Interest income (expense)



                                                                    Successor                                        Predecessor
                                                                                                                     Period from
                                                                                                Period from          January 1,
                                      Three Months        Three Months        Six Months        January 29,             2020
                                         Ended               Ended              Ended             through              through
                                        June 30,            June 30,           June 30,          June 30,            January 28,
(In thousands, except percentages)        2021                2020               2021              2020                 2020
Interest income (expense)            $       (5,921 )    $       (5,246 )    $    (13,650 )    $      (9,785 )      $          50
Percentage of revenue                          (3.2 )%             (3.9 )%           (3.8 )%            (4.6 )%               0.1 %



Interest expense for the three months ended June 30, 2021 increased by $0.7 million, or 12.9%, compared to the same period in 2020 as we raised an additional $275 million of debt in October 2020, of which $200 million was repaid in March 2021.




Interest income (expense) was $(13.7) million for the six months ended June 30,
2021, $(9.8) million for the period from January 29, 2020 to June 30, 2020 and
0.1 million for the period from January 1, 2020 to January 28, 2020. The
increase in interest expense was primarily due to raising $575 million of debt
on January 29, 2020 and raising an additional $275 million of debt in October
2020, of which $200 million was repaid in March 2021.

                                       43

--------------------------------------------------------------------------------

Other income (expense), net



                                                                  Successor                                       Predecessor
                                                                                             Period from          Period from
                                     Three Months       Three Months        Six Months       January 29,          January 1,
                                         Ended             Ended              Ended            through              through
                                       June 30,           June 30,           June 30,         June 30,            January 28,
(In thousands, except percentages)       2021               2020               2021             2020                 2020
Other income (expense), net          $       4,731     $       (1,159 )    $     11,722     $        (547 )      $        (882 )
Percentage of revenue                          2.5 %             (0.9 )%            3.3 %            (0.3 )%              (2.2 )%




Other income (expense), net in the three months ended June 30, 2021 increased by
$5.9 million, or 508.2%, compared to the same period in 2020 driven by a $6.4
million increase in net foreign exchange gains.



Other income (expense), net was $11.7 million for the six months ended June 30,
2021, $(0.5) million for the period from January 29, 2020 to June 30, 2020 and
$(0.9) million for the period from January 1, 2020 to January 28, 2020. The
change was primarily due to $2.7 million of fair value gain on interest rate
swaps during the six months ended June 30, 2021 and net foreign exchange gains
(losses) of $8.6 million in the six months ended June 30, 2021, $(1.0) million
in the period from January 29, 2020 to June 30, 2020 and $(0.5) million in the
period from January 1, 2020 to January 28, 2020.

Income tax benefit (provision)



                                                                   Successor                                      Predecessor
                                                                                              Period from         Period from
                                      Three Months       Three Months       Six Months        January 29,         January 1,
                                         Ended              Ended             Ended             through             through
                                        June 30,           June 30,          June 30,          June 30,           January 28,
(In thousands, except percentages)        2021               2020              2021              2020                2020
Income tax benefit (provision)       $         (459 )   $       (3,585 )   $    436,117      $      (2,406 )     $        (365 )
Effective tax rate                              4.3 %            190.7 %         (352.2 )%             4.1 %               1.1 %




Income tax benefit (provision) in the three months ended June 30, 2021 increased
by $3.1 million, compared to the same period in 2020 primarily due to the
restructuring of our international operations that occurred on January 1, 2021.
The restructuring resulted in a change in the geographical distribution of group
profits. In addition to the restructuring, the tax provision for the three
months ended June 30, 2021 reflects the impact of our assessment that we will
not be able to record the benefit of certain current year deferred tax assets
for which a valuation allowance is expected.



Income tax benefit (provision) was $436.1 million for the six months ended
June 30, 2021, $(2.4) million for the period from January 29, 2020 to June 30,
2020 and $(0.4) million for the period from January 1, 2020 to January 28, 2020.
The tax benefit of $$436.1 million recorded in the six months ended June 30,
2021 includes a $441.5 million tax benefit related to the reversal of a net
deferred tax liability due to a restructuring of our international operations
and a $1.3 million tax provision associated with prior period items. In
addition, the tax benefit for the six months ended June 30, 2021 reflects the
impact of our assessment that we will not be able to record the benefit of
certain current year deferred tax assets for which a valuation allowance is
expected.

Non-GAAP Financial Measures


We report our financial results in accordance with GAAP, however, management
believes that certain non-GAAP financial measures provide users of our financial
information with useful supplemental information that enables a better
comparison of our performance across periods. We believe Adjusted EBITDA
provides visibility to the underlying continuing operating performance by
excluding the impact of certain expenses, including income tax (benefit)
provision, interest (income) expense, depreciation and amortization, stock-based
compensation expense, foreign exchange (gain) loss, changes in fair value of
contingent earn-out liability, interest rate swaps and external investments,
transaction and other costs and litigation costs net of insurance reimbursements
that arise outside of the ordinary course of business, as management does not
believe these expenses are representative of our core earnings. We also provide
Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by
revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe
free cash flow and free cash flow conversion provide useful information
regarding how cash provided by operating activities compares to the capital
expenditures required to maintain and grow our business, and our available
liquidity, after funding such capital expenditures, to service our debt, fund
strategic initiatives and strengthen our balance sheet, as well as our ability
to convert our earnings to cash. Additionally, we believe such metrics are
widely used by investors, securities analysis, ratings agencies and other
parties in evaluating liquidity and debt-service capabilities. We calculate free
cash flow and free

                                       44
--------------------------------------------------------------------------------

cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.


Our non-GAAP financial measures may not be comparable to similarly titled
measures used by other companies, have limitations as analytical tools and
should not be considered in isolation, or as substitutes for analysis of our
operating results as reported under GAAP. Additionally, we do not consider our
non-GAAP financial measures as superior to, or a substitute for, the equivalent
measures calculated and presented in accordance with GAAP. Some of the
limitations are:

?
Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash
expenses of depreciation and amortization of property and equipment and
definite-lived intangible assets and, although these are non-cash expenses, the
assets being depreciated and amortized may have to be replaced in the future;
?
Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash
requirements for, our working capital needs;
?
Adjusted EBITDA and Adjusted EBITDA margin exclude the non-cash expense of
stock-based compensation, which has been, and will continue to be for the
foreseeable future, an important part of how we attract and retain our employees
and a significant recurring expense in our business;
?
Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest (income)
expense or the cash requirements to service interest or principal payments on
our indebtedness, and Free Cash Flow does not reflect the cash requirements to
service principal payments on our indebtedness;
?
Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit)
provision we are required to make; and
?
Free cash flow and free cash flow conversion do not represent our residual cash
flow available for discretionary purposes and does not reflect our future
contractual commitments.

Adjusted EBITDA is not a liquidity measure and should not be considered as
discretionary cash available to us to reinvest in the growth of our business or
to distribute to stockholders or as a measure of cash that will be available to
us to meet our obligations.

To properly and prudently evaluate our business, we encourage you to review the
financial statements included elsewhere in this report, and not rely on a single
financial measure to evaluate our business. We also strongly urge you to review
the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of
Adjusted EBITDA margin as compared to net earnings (loss) margin which is net
earnings (loss) as a percentage of revenue, the reconciliation of net cash used
in operating activities to free cash flow, and the computation of free cash flow
conversion as compared to operating cash flow conversion, which is net cash used
in operating activities as a percentage of net earnings (loss) in each case set
forth below.

Adjusted EBITDA and Adjusted EBITDA Margin


We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit)
provision, interest (income) expense, depreciation and amortization, stock-based
compensation expense, foreign exchange loss (gain), changes in fair value of
contingent earn-out liability, interest rate swaps and external investments,
transaction and other costs and litigation costs net of insurance reimbursements
that arise outside of the ordinary course of business. Adjusted EBITDA
margin represents Adjusted EBITDA as a percentage of

                                       45

--------------------------------------------------------------------------------


revenue. The following table reconciles net earnings (loss) and net earnings
(loss) margin, the most comparable GAAP financial measures, to Adjusted EBITDA
and Adjusted EBITDA margin for the periods presented:



                                                                    Successor                                       Predecessor
                                       Three Months        Three Months       Six Months       Period from          Period from
                                          Ended               Ended              Ended         January 29,          January 1,
                                         June 30,            June 30,          June 30,          through           2020 through
                                           2021                2020              2021           June 30,            January 28,
(In thousands, except percentages)                                                                2020                 2020
Net earnings (loss)                   $      (11,147 )    $       (5,465 )  

$ 312,295 $ (61,274 ) $ (32,556 ) Add back: Income tax (benefit) provision

                   459               3,585         (436,117 )           2,406                  365
Interest (income) expense                      5,921               5,246           13,650             9,785                  (50 )
Depreciation and amortization                 26,905              24,032           53,860            40,345                  408
Stock-based compensation expense              29,916               2,756           75,739             4,176                  336
Litigation costs, net of insurance
reimbursements (1)                             1,541                   -            1,775             1,000                    -
Foreign exchange (gain) loss (2)              (4,796 )             1,604           (8,639 )             957                  523
Changes in fair value of interest
rate swaps(3)                                    201                   -           (2,743 )               -                    -
Transaction and other costs(4)                 2,522                 755           16,024            47,852               40,345
Changes in fair value of contingent
earn-out liability                               484                   -           72,438                 -                    -
Changes in fair value of external
investments                                     (123 )                 -             (319 )               -                    -
Adjusted EBITDA                       $       51,883      $       32,513    

$ 97,963 $ 45,247 $ 9,371 Net earnings (loss) margin(5)

                   (6.0 )%             (4.0 )%          87.5 %           (28.6 )%             (81.4 )%
Adjusted EBITDA margin                          27.9 %              24.1 %           27.4 %            21.1 %               23.4 %




(1)
Represents certain litigation costs and insurance proceeds associated with
pending litigations or settlements of litigation.
(2)
Represents foreign exchange (gain) loss due to foreign currency transactions.
(3)
Represents fair value loss (gain) on interest rate swaps.
(4)
Represents legal, accounting, advisory fees and certain other costs related to
our offerings, including the Sponsor Acquisition, our IPO and the
Reorganization.
(5)
Net earnings margin for the six months ended June 30, 2021 includes a $441.5
million tax benefit related to the reversal of a deferred tax liability due to a
restructuring of the Company's international operations.

Free Cash Flow and Free Cash Flow Conversion


We define free cash flow as net cash (used in) provided by operating activities
less capital expenditures. Free cash flow conversion represents free cash flow
as a percentage of Adjusted EBITDA. Operating cash flow conversion represents
net cash provided by (used in) operating activities as a percentage of net
earnings (loss). The following table reconciles net cash used in operating
activities, the most comparable GAAP financial measure, to free cash flow for
the periods presented:



                                                        Successor                    Predecessor
                                              Six Months        Period from          Period from
                                                Ended           January 29,          January 1,
                                               June 30,           through           2020 through
                                                 2021            June 30,            January 28,
(In thousands, except percentages)                                 2020                 2020
Net cash used in operating activities        $    (31,439 )    $     (35,799 )      $      (3,306 )
Less:
Capital expenditures                               (5,552 )           (3,432 )             (1,045 )
Free cash flow                               $    (36,991 )    $     (39,231 )      $      (4,351 )
Operating cash flow conversion                      (10.1 )%            58.4 %               10.2 %
Free cash flow conversion                           (37.8 )%           (86.7 )%             (46.4 )%


Liquidity and Capital Resources

                                    Overview

                                       46

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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. As of June 30, 2021, we had $252.0 million of
cash and cash equivalents, an increase of $124.0 million from December 31, 2020.

In connection with our IPO, we used the proceeds (net of underwriting discounts)
from the issuance of 9.0 million shares of Class A common stock ($369.6 million)
in the IPO to repay outstanding indebtedness under our Incremental Term Loan
Facility totaling $200.0 million in aggregate principal amount and allocated
$169.9 million to be used for general corporate purposes, to bear all of the
expenses of the IPO and we expect that our future principal uses of cash will
also include funding our debt obligations and paying income taxes and
obligations under our tax receivable agreement. 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.

Cash Flow Information

The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:



                                          Successor                  Predecessor
                                 Six Months      Period from         Period from
                                   Ended         January 29,         January 1,
                                  June 30,         through          2020 through
                                    2021           June 30,          January 28,
(In thousands)                                       2020               2020
Net cash provided by (used in):
Operating activities            $    (31,439 )   $    (35,799 )     $      (3,306 )
Investing activities                  (5,549 )     (2,804,825 )            (1,029 )
Financing activities                 160,621        2,933,476                   -




Operating activities

Net cash used in operating activities was $31.4 million for the six months ended
June 30, 2021, $35.8 million for the period from January 29, 2020 to June 30,
2020 and $3.3 million for the period from January 1, 2020 to January 28, 2020.
This includes adjustments to net earnings (loss) for the six months ended
June 30, 2021, for the period from January 29, 2020 to June 30, 2020 and for the
period from January 1, 2020 to January 28, 2020 related to: deferred income tax
of $(441.8) million, $5.6 million and $0.0 million respectively; change in fair
value of deferred contingent consideration of $72.4 million, nil and nil
respectively; stock-based compensation of $75.7 million, $4.2 million and $4.2
million respectively; and depreciation and amortization of $53.9 million, $40.3
million and $0.4 million respectively.

The changes in assets and liabilities for the six months ended June 30, 2021,
for the period from January 29, 2020 to June 30, 2020 and for the period from
January 1, 2020 to January 28, 2020 consist primarily of: changes in legal
liabilities of $(37.6) million; $(3.5) million and $(0.5) million respectively;
and changes in accounts receivables of $(25.7) million, $(2.5) million and
$(17.6) million respectively, driven by timing of cash receipts.

Investing activities


Net cash used in investing activities was $5.5 million in the six months ended
June 30, 2021, $2,804.8 million for the period from January 29, 2020 to June 30,
2020 and $1.0 million for the period from January 1, 2020 to January 28, 2020.
The change was primarily due to acquisition of the business (net of cash
acquired) of $2,801.3 million in the period from January 29, 2020 to June 30,
2020. The Company had capital expenditures of $5.6 million, $3.4 million and
$1.0 million in the six months ended June 30, 2021, the period from January 29,
2020 to June 30, 2020 and the period from January 1, 2020 to January 28, 2020,
respectively.

Financing activities

Net cash provided by financing activities was $160.6 million in the six months
ended June 30, 2021, $2,933.5 million for the period from January 29, 2020 to
June 30, 2020 and nil for the period from January 1, 2020 to January 28, 2020.
In the six months ended June 30, 2021, the Company received net proceeds of
$2,361.2 million after deducting underwriting discounts and commissions, of
which $1,991.6 million was used to redeem shares of Class A common stock and
purchase Common Units from our Sponsor and $200 million was used to repay a
portion of the outstanding indebtedness under our Incremental Term Loan
Facility. In the period from January 29, 2020 to June 30, 2020, the Company
received cash of $2,334.2 million in relation to limited partners' interest, net
proceeds from external debt of $558.7 million and proceeds from the repayment of
loans to related companies of $41.9 million.

                                       47

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Indebtedness

Senior Secured Credit Facilities


In connection with the Sponsor Acquisition, in January 2020, we entered into the
Initial Term Loan Facility in an original aggregate principal amount of $575.0
million and the Revolving Credit Facility in an aggregate principal amount of up
to $50.0 million. In October 2020, we entered into the Incremental Term Loan
Facility in an original aggregate principal amount of $275.0 million. The
Incremental Term Loan Facility provides for additional senior secured term loans
with substantially identical terms as the Initial Term Loan Facility (other than
the applicable margin). The borrower under the Senior Secured Credit Facilities
is a wholly owned subsidiary of Bumble Inc., Buzz Finco L.L.C. (the "Borrower").
The Senior Secured Credit Facilities contain affirmative and negative covenants
and customary events of default.

Borrowings under the Senior Secured Credit Facilities bear interest at a rate
equal to, at the Borrower's option, either (i) LIBOR for the relevant interest
period, adjusted for statutory reserve requirements (subject to a floor of 0.0%
on the Initial Term Loan and 0.50% on the Incremental Term Loan Facility), plus
an applicable margin or (ii) a base rate equal to the highest of (a) the rate of
interest in effect as last quoted by the Wall Street Journal as the "Prime Rate"
in the United States, (b) the federal funds effective rate plus 0.50% and (c)
adjusted LIBOR for an interest period of one month plus 1.00% (subject to a
floor of 0.00% per annum), in each case, plus an applicable margin. The
applicable margin for loans under the Revolving Credit Facility is subject to
adjustment based upon the consolidated first lien net leverage ratio of the
Borrower and its restricted subsidiaries and is subject to reduction after the
consummation of our IPO.



In addition to paying interest on the outstanding principal under the Senior
Secured Credit Facilities, the Borrower is required to pay a commitment fee of
0.375% per annum (which is subject to an increase to 0.5% per annum based upon
the consolidated first lien net leverage ratio of the Borrower and its
restricted subsidiaries) to the lenders under the Revolving Credit Facility in
respect of the unutilized commitments thereunder. The Borrower must also pay
customary letter of credit fees and an annual administrative agency fee.



The Initial Term Loan Facility amortizes in equal quarterly installments in
aggregate annual amounts equal to 1.00% of the principal amount of the Initial
Term Loan Facility outstanding as of the date of the closing of the Initial Term
Loan Facility, with the balance being payable at maturity on January 29, 2027.
The Incremental Term Loan Facility does not amortize due to the use of the
portion of the net proceeds from the IPO to repay $200 million aggregate
principal under the Incremental Term Loan Facility. The balance of the
Incremental Term Loan Facility is payable at maturity on January 29, 2027.
Principal amounts outstanding under the Revolving Credit Facility are due and
payable in full at maturity on January 29, 2025.

Contractual Obligations and Contingencies


The following table summarizes our contractual obligations as of June 30, 2021:



                                         Payments due by period
                    Less than       1 to 3       3 to 5      More than
(In thousands)       1 year         years        years        5 years         Total

Long-term debt $ 5,750 $ 11,500 $ 11,500 $ 612,688 $ 641,438 Operating leases 4,417 5,158

            -              -         9,575
Other                    3,211        5,870            -              -         9,081
Total              $    13,378     $ 22,528     $ 11,500     $  612,688     $ 660,094




The payments that we may be required to make under the tax receivable agreement
to the pre-IPO owners may be significant and are not reflected in the
contractual obligations table set forth above as they are dependent upon future
taxable income. Assuming no material changes in the relevant tax law, and that
we earn sufficient taxable income to realize all tax benefits that are subject
to the tax receivable agreement, we expect future payments under the tax
receivable agreement related to the Offering Transactions to aggregate to $527.8
million of which we have recorded a liability of $356.8 million. We expect such
payments over the next 15 years to range from approximately $9.5 million to
$51.0 million per year and decline thereafter. In determining these estimated
future payments, we have given retrospective effect to certain exchanges of
Common Units for Class A shares that occurred after the IPO but were
contemplated to have occurred pursuant to the Blocker Restructuring. The
foregoing numbers are merely estimates, and the actual payments could differ
materially. See "- Tax Receivable Agreement."



In connection with the Sponsor Acquisition in January 2020, we entered into a
contingent consideration arrangement, consisting of an earn-out payment to the
former shareholders of Worldwide Vision Limited of up to $150 million. The
timing and amount of such payment, that we may be required to make, is not
reflected in the contractual obligations table set forth above as it is
dependent upon our Sponsor achieving a specified return on invested capital. See
Note 5, Business Combination, for additional information.

                                       48

--------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

Other than the items described above, we have no significant off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Except as described in Note 2, Summary of Selected Significant Accounting Policies, there have been no material changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies as reported in our Annual Report on Form 10-K for the year ended December 31, 2020.




Related party transactions
For discussions of related party transactions, see Note 14, Related Party
Transactions, to the condensed consolidated financial statements included in
"Item 1 - Financial Statements (Unaudited).

© Edgar Online, source Glimpses

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