Bumble(BMBL) - 2025 Q2 - Quarterly Report

FORM 10-Q Registrant Information Bumble Inc. is a Delaware-registered company, trading on Nasdaq under BMBL, with 104,010,519 Class A and 20 Class B common shares outstanding as of July 31, 2025 - Bumble Inc. is a Delaware-registered company, listed on the Nasdaq Stock Market under the ticker BMBL[2][3] Outstanding Common Stock | Metric | Quantity | | :--- | :--- | | Class A Common Stock (Outstanding) | 104,010,519 shares | | Class B Common Stock (Outstanding) | 20 shares | SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Forward-Looking Statements and Risks This report contains numerous forward-looking statements regarding company operations, financial performance, industry, and business strategies, including global workforce reductions and restructuring plans, subject to risks that may cause actual results to differ materially - This report contains numerous forward-looking statements concerning company operations, financial performance, industry, and business strategies, including global workforce reductions and restructuring plans[7] - Key risk factors include potential cost overruns or timing differences in workforce reductions and restructuring, failure to achieve anticipated restructuring benefits, user retention and conversion capabilities, market competition, third-party distribution channel fees, talent attraction and retention, brand value and reputation, product changes or new introductions, international operational risks (including geopolitical), data security breaches, AI management challenges, intellectual property protection, legal and regulatory compliance, high debt levels, and changes in macroeconomic conditions such as recession, inflation, and geopolitical conflicts[7][8] Website and Social Media Disclosure Company Information Distribution Channels The company disseminates information through its official websites (www.bumble.com and ir.bumble.com) and corporate social media accounts (e.g., X and LinkedIn), which investors should monitor for material information - The company publishes information through its official websites (www.bumble.com and ir.bumble.com) and corporate social media accounts such as X and LinkedIn[9] - Investors should monitor these channels for potentially material information, in addition to press releases, SEC filings, and public conference calls[9] Certain Definitions Key Metrics and Terms This report defines key operating and financial metrics, including Bumble App paying users, Badoo App and other paying users, total paying users, and average revenue per paying user (ARPPU) for each app and overall, excluding paying users and revenue from Official, advertising, partnerships, or affiliates; the Geneva app generated no revenue as of June 30, 2025, and is thus excluded from key operating metrics - This report defines key metrics such as Badoo App and Other Average Revenue Per Paying User (ARPPU), Badoo App and Other Paying Users, Badoo App and Other Revenue, Bumble App ARPPU, Bumble App Paying Users, Bumble App Revenue, Total ARPPU, Total Paying Users, and Total Revenue[10][11] - All key metrics exclude paying users and revenue from Official, advertising, partnerships, or affiliates; the Geneva app generated no revenue as of June 30, 2025, and is therefore not included in key operating metrics[10] PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive operations, changes in equity, and cash flows, along with related notes, providing financial position and operating performance as of June 30, 2025 Condensed Consolidated Balance Sheets This section presents the company's condensed consolidated balance sheets, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Cash and Cash Equivalents | 261,739 | 204,319 | 57,420 | 28.1% | | Total Current Assets | 398,067 | 342,242 | 55,825 | 16.3% | | Goodwill | 1,129,007 | 1,386,229 | (257,222) | -18.6% | | Intangible Assets, Net | 588,867 | 748,906 | (160,039) | -21.4% | | Total Assets | 2,161,495 | 2,524,887 | (363,392) | -14.4% | | Liabilities and Stockholders' Equity | | | | | | Total Current Liabilities | 120,495 | 138,570 | (18,075) | -13.0% | | Long-Term Debt, Net | 609,418 | 611,346 | (1,928) | -0.3% | | Payable to Related Parties Pursuant to Tax Receivable Agreement | 399,740 | 400,926 | (1,186) | -0.3% | | Total Liabilities | 1,157,002 | 1,175,833 | (18,831) | -1.6% | | Equity Attributable to Bumble Inc. Stockholders | 577,611 | 824,535 | (246,924) | -29.9% | | Non-Controlling Interests | 426,882 | 524,519 | (97,637) | -18.6% | | Total Stockholders' Equity | 1,004,493 | 1,349,054 | (344,561) | -25.5% | - As of June 30, 2025, total assets were $2.16 billion, a 14.4% decrease from December 31, 2024, primarily due to goodwill and intangible asset impairments; cash and cash equivalents increased by 28.1% to $262 million, while total stockholders' equity decreased by 25.5% to $1.004 billion[17] Condensed Consolidated Statements of Operations This section details the company's unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Q2 2025 | Q2 2024 | YoY Change % | H1 2025 | H1 2024 | YoY Change % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 248,229 | 268,615 | -7.5% | 495,330 | 536,390 | -7.6% | | Operating Costs and Expenses | 586,572 | 216,661 | 170.7% | 789,023 | 435,646 | 81.1% | | Operating Income (Loss) | (338,343) | 51,954 | -751.1% | (293,693) | 100,744 | -391.5% | | Net Income (Loss) | (366,983) | 37,686 | -1075.5% | (347,152) | 71,559 | -585.8% | | Net Income (Loss) Attributable to Bumble Inc. Stockholders | (253,744) | 27,395 | -1026.2% | (240,300) | 52,012 | -562.0% | | Basic Earnings (Loss) Per Share | (2.45) | 0.22 | -1213.6% | (2.31) | 0.41 | -663.4% | | Diluted Earnings (Loss) Per Share | (2.45) | 0.22 | -1213.6% | (2.31) | 0.41 | -663.4% | - In Q2 2025, revenue decreased by 7.5% year-over-year to $248 million, with a net loss of $367 million, primarily due to $405 million in impairment losses; net loss attributable to Bumble Inc. stockholders was $254 million, resulting in basic and diluted loss per share of $2.45[20] - For H1 2025, revenue decreased by 7.6% year-over-year to $495 million, with a net loss of $347 million, primarily due to $408 million in impairment losses; net loss attributable to Bumble Inc. stockholders was $240 million, resulting in basic and diluted loss per share of $2.31[20] Condensed Consolidated Statements of Comprehensive Operations This section presents the company's unaudited condensed consolidated statements of comprehensive operations for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | (366,983) | 37,686 | (347,152) | 71,559 | | Other Comprehensive Income (Loss), Net of Tax | 18,794 | (19) | 30,180 | (2,980) | | Comprehensive Income (Loss) | (348,189) | 37,667 | (316,972) | 68,579 | | Comprehensive Income (Loss) Attributable to Bumble Inc. Stockholders | (240,734) | 27,381 | (219,426) | 49,836 | - In Q2 2025, the company reported a comprehensive loss of $348 million, compared to comprehensive income of $37.7 million in Q2 2024; for H1 2025, the comprehensive loss was $317 million, compared to comprehensive income of $68.6 million in H1 2024, primarily due to changes in net loss and foreign currency translation adjustments[23] Condensed Consolidated Statements of Changes in Equity This section outlines the company's unaudited condensed consolidated statements of changes in equity for the six months ended June 30, 2025 and 2024 - As of June 30, 2025, total stockholders' equity was $1.004 billion, a 25.5% decrease from $1.349 billion on December 31, 2024, primarily due to a net loss of $240 million and changes in additional paid-in capital and non-controlling interests from share repurchases, restricted stock unit issuances, and partnership tax and other distributions[32] - In H1 2025, the company repurchased 4.7 million shares of Class A common stock valued at $28.7 million, in addition to tax-related payments for tax receivable agreements and employee stock awards[32] Condensed Consolidated Statements of Cash Flows This section presents the company's unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 | Metric (in thousands) | H1 2025 | H1 2024 | YoY Change | YoY Change % | | :--- | :--- | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 114,481 | 35,345 | 79,136 | 223.9% | | Net Cash Used in Investing Activities | (5,920) | (4,531) | (1,389) | 30.7% | | Net Cash Used in Financing Activities | (51,404) | (101,003) | 49,599 | -49.1% | | Net Increase (Decrease) in Cash and Cash Equivalents | 58,631 | (68,972) | 127,603 | -184.9% | | Cash and Cash Equivalents, End of Period | 261,739 | 286,664 | (24,925) | -8.7% | - In H1 2025, net cash from operating activities significantly increased by 223.9% to $114 million, primarily due to non-cash adjustments like impairment losses; net cash used in financing activities decreased by 49.1% to $51.4 million, mainly due to reduced share repurchases[38] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, offering further context and breakdowns of key accounting policies and financial figures Note 1 - Organization and Basis of Presentation Bumble Inc. provides online dating and social networking services through subscriptions and in-app purchases, operating under an umbrella partnership-C corporation structure where Bumble Inc. consolidates Bumble Holdings' financial statements - Bumble Inc. primarily offers online dating and social networking application services through subscriptions and in-app purchases, serving North America, Europe, and other global regions[41] - The company was formed on October 5, 2020, to operate Buzz Holdings L.P. and its subsidiaries through an IPO, adopting an umbrella partnership-C corporation structure where Bumble Inc. consolidates Bumble Holdings' financial statements as the general partner[41][44] - As of June 30, 2025, assuming all outstanding common units were exchanged for Class A common stock on a one-for-one basis, 150,161,565 shares of Class A common stock would be outstanding[45] Note 2 - Summary of Selected Significant Accounting Policies This note outlines the company's significant accounting policies, including estimates, cash, goodwill, intangible assets, long-lived assets, share repurchase programs, and revenue recognition, noting goodwill and intangible asset impairment losses in H1 2025 due to strategic adjustments and asset sales - In Q1 2025, the company adjusted "Accumulated Other Comprehensive Income" and "Additional Paid-in Capital" to correct errors related to changes in subsidiary ownership interests, with no material impact on previously reported consolidated statements of operations, comprehensive operations, and cash flows[49] - The company recognized goodwill and intangible asset impairment losses in H1 2025 due to strategic adjustments and the sale of assets (Fruitz)[59][62] - The company adopted ASU 2024-01 in Q1 2025, clarifying the scope application for profit interests and similar awards, which did not have a material impact on the financial statements[72] - The company announced its decision in June 2025 to sell the Fruitz app and classified it as an asset held for sale[63][64] Revenue by App | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Bumble App Revenue | 201,380 | 217,984 | 403,202 | 433,740 | | Badoo App and Other Revenue | 46,849 | 50,631 | 92,128 | 102,650 | | Total Revenue | 248,229 | 268,615 | 495,330 | 536,390 | Note 3 - Income Taxes The company's effective tax rates for Q2 and H1 2025 were (1.8)% and (3.7)%, respectively, differing from the 21% U.S. federal statutory rate due to geographic earnings distribution, non-controlling interests, non-deductible equity compensation, Pillar Two minimum tax, and valuation allowances on deferred tax assets Effective Tax Rates | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Effective Tax Rate | (1.8)% | 10.9% | (3.7)% | 14.5% | - The effective tax rate differs from the 21% U.S. federal statutory rate primarily due to the geographic distribution of earnings, non-controlling interests, non-deductible equity compensation, Pillar Two minimum tax impact, and valuation allowances on certain deferred tax assets[78][79] Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement The company entered into tax receivable agreements with pre-IPO owners, committing to pay 85% of tax benefits from existing tax basis and other tax attributes; as of June 30, 2025, a $399.7 million liability was recorded, with total expected future payments of $685.3 million over 15 years - The company entered into tax receivable agreements with pre-IPO owners, committing to pay them 85% of the tax benefits derived from existing tax basis and other tax attributes obtained through the IPO[80] Tax Receivable Agreement Liability | Metric (in thousands) | June 30, 2025 | | :--- | :--- | | Recorded Tax Receivable Agreement Liability | 399,740 | | Estimated Future Additional Liability | 285,600 | | Estimated Total Liability | 685,300 | - In H1 2025, the tax receivable agreement liability decreased by $17 million, primarily due to payments made in Q1 2025 and the impact of share repurchases[81] Note 5 - Goodwill and Intangible Assets, Net The company recognized total impairment losses of $404.9 million in Q2 2025, including $258.1 million for goodwill, $140 million for indefinite-lived intangible assets, and $6.8 million related to Fruitz, driven by revised 2025 outlook and strategic adjustments Goodwill and Intangible Assets | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Goodwill, Net | 1,129,007 | 1,386,229 | (257,222) | | Intangible Assets, Net | 588,867 | 748,906 | (160,039) | - In Q2 2025, the company recognized a goodwill impairment loss of $258.1 million, primarily due to a revised 2025 outlook and strategic adjustments, along with $1.8 million related to Fruitz, an asset held for sale[82] - In Q2 2025, the company recognized an impairment loss of $140 million for indefinite-lived intangible assets and $5 million related to Fruitz; an additional $3.6 million impairment for finite-lived intangible assets was recognized in Q1 2025 due to the discontinuation of the Official app[84][85] Estimated Amortization | Estimated Amortization (in thousands) | Amount | | :--- | :--- | | Remainder of 2025 | 5,691 | | 2026 | 8,916 | | 2027 | 6,612 | | 2028 | 3,570 | | 2029 and thereafter | 2,520 | | Total | 27,309 | Note 6 - Asset Held for Sale The company decided to cease operations of the Fruitz app, approving its sale to a third party in June 2025, with the transaction completed in July 2025; Fruitz was classified as an asset held for sale, resulting in a $6.8 million impairment loss, including $1.8 million in goodwill impairment - The company decided to cease operations of the Fruitz app and approved its sale to a third party in June 2025, with the transaction completed in July 2025[89] - Fruitz was classified as an asset held for sale, and an impairment loss of $6.8 million was recognized, including $1.8 million in goodwill impairment[90] Net Assets Held for Sale | Metric (in thousands) | June 30, 2025 | | :--- | :--- | | Net Assets Held for Sale | 2,800 | | Of which: Other Current Assets | 1,400 | | Of which: Other Non-Current Assets | 2,200 | | Of which: Accrued Expenses and Other Current Liabilities | (800) | Note 7 - Restructuring The company announced a 2025 restructuring plan in June, involving approximately 240 layoffs (30% of staff) and an estimated $13 million to $18 million in non-recurring charges; the decision to cease Fruitz and Official app operations in February 2025 incurred $1.4 million in costs, while the 2024 restructuring plan was completed in Q3 2024 with $20.4 million in expenses - In June 2025, the company announced a 2025 restructuring plan, involving approximately 240 layoffs (30% of total employees), expected to incur $13 million to $18 million in non-recurring charges[91][164][165] - In February 2025, the company decided to cease operations of the Fruitz and Official apps, incurring an estimated $1.4 million in expenses[92][166] - The 2024 restructuring plan was completed in Q3 2024, resulting in approximately $20.4 million in non-recurring charges[93][167] Restructuring Expenses | Restructuring Expenses (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | 958 | 85 | 994 | 1,006 | | Sales and Marketing Expenses | 1,830 | 163 | 2,025 | 3,247 | | General and Administrative Expenses | 3,354 | 1,482 | 3,429 | 6,072 | | Product Development Expenses | 6,036 | 1,427 | 6,940 | 9,448 | | Total | 12,178 | 3,157 | 13,388 | 19,773 | Note 8 - Other Financial Data This note provides detailed breakdowns of other current assets, accrued expenses and other current liabilities, and other long-term liabilities; as of June 30, 2025, other current assets primarily included capitalized aggregation fees and prepayments, while accrued expenses and other current liabilities were dominated by payroll and related expenses, marketing, and professional services Other Current Assets | Other Current Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Capitalized Aggregation Fees | 9,919 | 10,979 | | Prepayments | 19,015 | 17,079 | | Other Current Assets | 9,999 | 10,178 | | Total | 38,933 | 38,236 | Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Payroll and Related Expenses | 30,659 | 23,443 | | Marketing Expenses | 8,069 | 23,155 | | Professional Services Fees | 6,443 | 5,480 | | Other Accrued Expenses | 4,451 | 5,936 | | Lease Liabilities | 3,423 | 3,099 | | Income Taxes Payable | 5,353 | 2,794 | | Contingent Consideration Liability | 1,969 | 2,550 | | Payable to Related Parties Pursuant to Tax Receivable Agreement | — | 15,806 | | Other Payables | 4,674 | 537 | | Total | 65,041 | 82,800 | Note 9 - Fair Value Measurements The company's financial instruments measured at fair value on a recurring basis include money market funds, derivative assets, and equity investments; as of June 30, 2025, the company held $212 million in money market funds and $2 million in derivative assets, with a $2 million contingent consideration liability measured using unobservable inputs (Level 3) Fair Value of Financial Instruments | Financial Instrument (in thousands) | Fair Value June 30, 2025 | Fair Value December 31, 2024 | | :--- | :--- | :--- | | Cash Equivalents - Money Market Funds | 211,764 | 102,309 | | Derivative Assets | 1,982 | 5,852 | | Equity Investments | 1,078 | 1,150 | | Contingent Consideration Liability | 1,969 | 2,550 | - The company uses interest rate derivatives to manage interest rate volatility risk on its debt, which are not designated as accounting hedges, with fair value changes recognized in "Interest income (expense), net"[99] - The contingent consideration liability is measured using probability-weighted analysis and discount rates, totaling $2 million as of June 30, 2025, and is included in "Accrued expenses and other current liabilities"[100] - In H1 2025, the company recorded $140 million in indefinite-lived intangible asset impairment, $3.6 million in finite-lived intangible asset impairment, and $260 million in goodwill impairment[102] Note 10 - Debt As of June 30, 2025, the company's total net debt was $615 million, primarily comprising a term loan due January 29, 2027; the company also has a $50 million senior secured revolving credit facility, paid $2.875 million in term loan principal in H1 2025, and remains in compliance with all financial debt covenants Debt Composition | Debt Composition (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Term Loan Due January 29, 2027 | 618,437 | 621,313 | | Less: Unamortized Debt Issuance Costs | 3,269 | 4,217 | | Less: Current Portion of Long-Term Debt, Net | 5,750 | 5,750 | | Total Long-Term Debt, Net | 609,418 | 611,346 | - The company has a $50 million senior secured revolving credit facility due June 17, 2026, which was available as of June 30, 2025[104][106] - The term loan interest rates are based on adjusted SOFR, with rates of 7.18% and 7.68% for the original and incremental term loans, respectively, as of June 30, 2025[104][106] - In H1 2025, the company paid $2.875 million in term loan principal and was in compliance with all financial debt covenants[106] Note 11 - Earnings (Loss) per Share The company reported basic and diluted loss per share of $2.45 and $2.31 for Q2 and H1 2025, respectively, compared to earnings per share of $0.22 and $0.41 in the corresponding 2024 periods, primarily due to net losses Earnings (Loss) Per Share | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) Attributable to Bumble Inc. Stockholders (in thousands) | (253,744) | 27,395 | (240,300) | 52,012 | | Basic Earnings (Loss) Per Share | (2.45) | 0.22 | (2.31) | 0.41 | | Diluted Earnings (Loss) Per Share | (2.45) | 0.22 | (2.31) | 0.41 | - Due to net losses, the company reported basic and diluted loss per share for both Q2 and H1 2025[109] - As of June 30, 2025, 15,693,096 potentially dilutive securities (including options, restricted stock, and RSUs) were excluded from diluted EPS calculations because their effect was anti-dilutive or issuance conditions were not met[110] Note 12 - Stock-based Compensation Stock-based compensation expense for Q2 and H1 2025 was $5.8 million and $10 million, respectively, an increase from 2024, primarily due to forfeitures and layoffs related to the 2024 restructuring plan; as of June 30, 2025, unrecognized compensation cost for time-vesting RSUs was $59.7 million, expected to be recognized over 2.3 years Stock-based Compensation Expense | Stock-based Compensation Expense (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | 194 | (226) | 348 | 319 | | Sales and Marketing Expenses | 590 | 44 | (249) | (2,818) | | General and Administrative Expenses | 3,507 | 7,892 | (387) | 6,386 | | Product Development Expenses | 1,558 | (5,621) | 10,275 | (1,772) | | Total | 5,849 | 2,089 | 9,987 | 2,115 | - Stock-based compensation expense for Q2 and H1 2025 increased compared to the prior year, primarily due to forfeitures and layoffs related to the 2024 restructuring plan[111] - As of June 30, 2025, unrecognized compensation cost related to time-vesting RSUs was $59.7 million, expected to be recognized over an average period of 2.3 years[115] - As of June 30, 2025, the weighted-average exercise price for all stock options was above the market price, resulting in a negative intrinsic value[118] Note 13 - Related Party Transactions The company engages in various related party transactions, including marketing costs, moderation costs, and advertising revenue; in H1 2025, the company repurchased $28.7 million of Class A common stock and common units held by Blackstone-affiliated entities, and also has tax receivable agreements with pre-IPO owners Related Party Transactions | Transaction Type | Financial Statement Line | Q2 2025 (in thousands) | Q2 2024 (in thousands) | H1 2025 (in thousands) | H1 2024 (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Marketing Costs | Sales and Marketing Expenses | 653 | 1,338 | 2,301 | 2,960 | | Moderation Costs | Cost of Revenue | 2,227 | 1,675 | 4,299 | 3,267 | | Advertising Revenue | Revenue | 543 | 297 | 822 | 608 | | Tax Receivable Agreement Remeasurement Expense | Other Income (Expense), Net | 29 | — | 886 | 230 | - In H1 2025, the company repurchased approximately 2.5 million shares of Class A common stock and 2.0 million common units held by Blackstone-affiliated entities, totaling $28.7 million[121][156] - The company conducts business with Blackstone-affiliated entities such as Liftoff Mobile Inc. (advertising revenue and marketing expenses) and TaskUs Inc. (moderation services)[123] Note 14 - Segment and Geographic Information The company operates as a single operating segment, with the CEO assessing performance based on consolidated revenue, operating income (loss), and net income (loss); in Q2 and H1 2025, revenue from outside the U.S. accounted for 55.7% and 54.6% of total revenue, respectively - The company operates as a single operating segment, with the CEO evaluating performance based on consolidated revenue, operating income (loss), and net income (loss)[124] Revenue Geographic Distribution | Revenue Geographic Distribution | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | United States | 44% | 49% | 45% | 49% | | Rest of World | 56% | 51% | 55% | 51% | - The United States is the only country accounting for 10% or more of the company's total revenue; the United Kingdom, United States, and Czech Republic are countries where net property and equipment account for 10% or more of the company's total net property and equipment[125][126] Note 15 - Commitments and Contingencies The company faces various legal proceedings and government investigations, including a shareholder derivative lawsuit related to the 2021 secondary public offering and a class action lawsuit concerning California's Unruh Civil Rights Act; a $0.4 million reserve has been established for legal claims, and significant cloud service purchase commitments totaling approximately $13.3 million are anticipated - The company faces multiple legal proceedings and government investigations, including a shareholder derivative lawsuit related to the 2021 secondary public offering and a class action lawsuit concerning California's Unruh Civil Rights Act[128][131][136][137] - In July 2025, the Delaware Court of Chancery dismissed the shareholder derivative lawsuit related to the 2021 secondary public offering, and the U.S. District Court also dismissed related litigation[134] - The company has established a $0.4 million reserve for legal claims and anticipates future purchase commitments related to cloud services, with remaining commitments totaling approximately $13.3 million as of June 30, 2025[139][140] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition and operating results as of June 30, 2025, focusing on revenue decline, increased net loss (primarily due to impairment losses), and changes in key operating metrics, while also outlining new growth strategies, macroeconomic impacts, non-GAAP financial measures, and liquidity and capital resources Overview Bumble Inc. offers online dating and social networking through apps like Bumble, Bumble For Friends, Badoo, and Geneva, implementing a new strategy focused on enhancing member value and achieving long-term sustainable growth through product innovation (including AI), technology modernization, and evolving revenue strategies, while discontinuing Fruitz and Official apps - Bumble Inc. provides online dating and social networking services through applications such as Bumble, Bumble For Friends, Badoo, and Geneva[142] - The company is implementing a new strategy aimed at enhancing member value and achieving long-term sustainable growth through product innovation (including AI applications), technology modernization, and evolving revenue strategies[151] - As part of its strategic adjustments, the company has ceased operations of the Official app and sold the Fruitz app in July 2025[142] Quarter ended June 30, 2025 Consolidated Results In Q2 2025, total revenue was $248.2 million, a 7.5% year-over-year decrease, with a net loss of $367 million, primarily due to $404.9 million in impairment losses; adjusted EBITDA was $94.6 million, with an adjusted EBITDA margin of 38.1% Consolidated Results for Q2 | Metric (in millions) | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenue | 248.2 | 268.6 | | Bumble App Revenue | 201.4 | 218.0 | | Badoo App and Other Revenue | 46.8 | 50.6 | | Net Loss | (367.0) | 37.7 | | Adjusted EBITDA | 94.6 | 75.0 | | Adjusted EBITDA Margin | 38.1% | 27.9% | - The net loss of $367 million includes $404.9 million in impairment losses[143] Year-to-Date ended June 30, 2025 Consolidated Results For H1 2025, total revenue was $495.3 million, a 7.6% year-over-year decrease, with a net loss of $347.2 million, primarily due to $408.5 million in impairment losses; adjusted EBITDA was $159 million, with an adjusted EBITDA margin of 32.1%, and operating cash flow was $114.5 million, with free cash flow at $108.6 million Consolidated Results for H1 | Metric (in millions) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total Revenue | 495.3 | 536.4 | | Bumble App Revenue | 403.2 | 433.7 | | Badoo App and Other Revenue | 92.1 | 102.7 | | Net Loss | (347.2) | 71.6 | | Adjusted EBITDA | 159.0 | 149.0 | | Adjusted EBITDA Margin | 32.1% | 27.8% | | Net Cash Provided by Operating Activities | 114.5 | 35.3 | | Free Cash Flow | 108.6 | 30.8 | - The net loss of $347.2 million includes $408.5 million in impairment losses[143] Key Operating and Financial Metrics In Q2 2025, total paying users decreased by 8.7% year-over-year to 3.777 million, while total average revenue per paying user (ARPPU) increased by 1.5% to $21.69; Bumble App paying users decreased by 11.3%, and Badoo App and Other paying users decreased by 3.3% Key Operating and Financial Metrics | Metric (in thousands/dollars) | Q2 2025 | Q2 2024 | YoY Change % | H1 2025 | H1 2024 | YoY Change % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Bumble App Paying Users | 2,499.8 | 2,817.2 | -11.3% | 2,604.1 | 2,773.6 | -6.1% | | Badoo App and Other Paying Users | 1,277.4 | 1,321.4 | -3.3% | 1,291.9 | 1,307.9 | -1.2% | | Total Paying Users | 3,777.2 | 4,138.6 | -8.7% | 3,896.0 | 4,081.5 | -4.5% | | Bumble App ARPPU | 26.85 | 25.79 | 4.1% | 25.81 | 26.06 | -1.0% | | Badoo App and Other ARPPU | 11.57 | 11.93 | -3.0% | 11.14 | 12.14 | -8.2% | | Total ARPPU | 21.69 | 21.37 | 1.5% | 20.94 | 21.60 | -3.0% | - These metrics exclude paying users and revenue from Official, advertising, and partnerships or affiliates; the Geneva app generated no revenue and is therefore not included[145] Profitability and Liquidity The company assesses profitability and liquidity using net income (loss) and cash flow from operations, supplemented by non-GAAP metrics like Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Free Cash Flow Conversion, to provide a more consistent and comparable operational overview - The company uses net income (loss) and cash flow from operating activities to assess profitability and liquidity[147] - Adjusted EBITDA is defined as net income (loss) excluding income taxes, interest and derivative gains/losses, depreciation and amortization, stock-based compensation expense, employer-related costs, foreign currency gains/losses, fair value changes in contingent consideration, equity investments, transaction and other costs, litigation costs, tax receivable agreement remeasurement expense, impairment losses, and restructuring costs[147][215] - Free Cash Flow is defined as cash flow from operating activities less capital expenditures[148][216] Key Factors Affecting our Performance Company performance is influenced by a new growth strategy focusing on member value, product innovation, and AI applications (reducing paid user acquisition), macroeconomic conditions (e.g., conflicts in Eastern Europe and the Middle East, recession, tariff changes, and exchange rate fluctuations), and their impact on consumer disposable income and operating costs - The company is implementing a new growth strategy focused on cultivating a healthy member base, enhancing member experience through product innovation (including AI applications), modernizing technology, and evolving revenue strategies[151] - Strategic adjustments include shifting from paid member acquisition and performance marketing to brand and organic investments, which may negatively impact member growth, revenue, and paying users in the short term[151] - Macroeconomic conditions, including conflicts in Eastern Europe and the Middle East, slowing economic growth or recession, changes in fiscal and monetary policies (such as tariffs), and foreign currency exchange rate fluctuations, continue to affect company operations and consumer disposable income[153] Factors Affecting the Comparability of Our Results of Operations Key factors affecting comparability include the share repurchase program ($28.7 million repurchased in H1 2025), tax receivable agreements (net decrease of $17 million in liability in H1 2025), impairment losses ($404.9 million recognized in Q2 2025), the Geneva acquisition (completed July 2024), and restructuring plans (layoffs in 2025 and 2024) - Share Repurchase Program: $28.7 million of Class A common stock was repurchased in H1 2025, compared to $84.4 million of Class A common stock and common units repurchased in H1 2024[156] - Tax Receivable Agreements: In H1 2025, the tax receivable agreement liability decreased by $17 million, primarily due to payments made in Q1 2025 and the impact of share repurchases[158] - Impairment Losses: $404.9 million in impairment losses were recognized in Q2 2025, including goodwill, indefinite-lived intangible assets, and Fruitz (asset held for sale); impairment for the Official app asset group was also recognized in Q1 2025[160] - Acquisitions: The acquisition of Geneva Technologies Inc. was completed on July 1, 2024, for a cash consideration of $17.5 million[163] - Restructuring: In June 2025, approximately 240 layoffs were announced, with estimated costs of $13 million to $18 million; the decision to cease Fruitz and Official app operations in February 2025 incurred estimated costs of $1.4 million; the 2024 restructuring plan was completed, incurring $20.4 million in costs[164][165][166][167] Components of Results of Operations This section details the components of the company's consolidated statements of operations, including revenue (primarily from subscriptions and in-app purchases), cost of revenue (in-app purchase fees, data centers, employee compensation), sales and marketing expenses, general and administrative expenses, product development expenses, depreciation and amortization, impairment losses, interest income (expense) net, other income (expense) net, and income tax provision - Revenue primarily derives from subscriptions and in-app purchases, utilizing a freemium model, and also includes online advertising and partnership revenue[170][171] - Cost of revenue primarily includes in-app purchase fees processed through the Apple App Store and Google Play Store, data center expenses, employee compensation, capitalized aggregation cost impairments, and restructuring costs[172][173] - Sales and marketing expenses primarily include brand marketing, digital and social media spending, field marketing, restructuring costs, and employee compensation[174] - General and administrative expenses include compensation for executive management, finance, legal, tax, and human resources personnel, transaction costs, fair value changes in contingent consideration, facilities and IT expenses, external professional services fees, legal costs, and restructuring costs[175] - Product development expenses primarily include compensation for product design, development, testing, and enhancement personnel, as well as restructuring costs[176] - Impairment losses involve charges for indefinite-lived intangible assets, long-lived assets, finite-lived intangible assets, and goodwill[178] Results of Operations This section provides detailed unaudited condensed consolidated statements of operations and their percentages of revenue; in Q2 and H1 2025, the company experienced year-over-year revenue declines and significant increases in operating costs and expenses, leading to operating losses and net losses Consolidated Statements of Operations | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 248,229 | 268,615 | 495,330 | 536,390 | | Operating Costs and Expenses | 586,572 | 216,661 | 789,023 | 435,646 | | Operating Income (Loss) | (338,343) | 51,954 | (293,693) | 100,744 | | Net Income (Loss) | (366,983) | 37,686 | (347,152) | 71,559 | | Net Income (Loss) Attributable to Bumble Inc. Stockholders | (253,744) | 27,395 | (240,300) | 52,012 | Consolidated Statements of Operations as a Percentage of Revenue | As a Percentage of Revenue | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 100.0% | 100.0% | 100.0% | 100.0% | | Operating Costs and Expenses | 236.3% | 80.7% | 159.3% | 81.2% | | Operating Income (Loss) | (136.3%) | 19.3% | (59.3%) | 18.8% | | Net Income (Loss) | (147.8%) | 14.0% | (70.1%) | 13.3% | - Stock-based compensation expense for Q2 and H1 2025 was $5.8 million and $10 million, respectively, an increase from the prior year, primarily due to forfeitures and layoffs related to the 2024 restructuring plan[183] Comparison of the Three and Six Months Ended June 30, 2025 and 2024 This section compares revenue, operating costs, and expenses for Q2 and H1 2025 versus 2024; total revenue declined primarily due to fewer paying users, partially offset by increased Bumble App ARPPU, while operating costs and expenses significantly rose due to impairment and restructuring charges, and sales and marketing expenses decreased due to strategic shifts Revenue Comparison | Revenue (in thousands) | Q2 2025 | Q2 2024 | YoY Change % | H1 2025 | H1 2024 | YoY Change % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 248,229 | 268,615 | -7.5% | 495,330 | 536,390 | -7.6% | | Bumble App Revenue | 201,380 | 217,984 | -7.6% | 403,202 | 433,740 | -7.1% | | Badoo App and Other Revenue | 46,849 | 50,631 | -7.5% | 92,128 | 102,650 | -10.3% | - Total revenue decreased primarily due to a reduction in total paying users, partially offset by an increase in Total Average Revenue Per Paying User (ARPPU) and favorable foreign currency exchange rate fluctuations[184] - Sales and marketing expenses decreased by 52.5% in Q2 2025 and 30.0% in H1 2025, primarily due to the company's decision to reduce marketing spend in non-organic channels, reflecting a strategic shift from paid user acquisition to brand and organic investments[194][195][196] - Depreciation and amortization expenses decreased by 61.0% in Q2 2025 and 52.6% in H1 2025, primarily because the developed technology for Bumble and Badoo was fully amortized in February 2025[201] - In Q2 and H1 2025, the company recognized total impairment losses of $404.9 million and $408.5 million, respectively, primarily including goodwill, indefinite-lived intangible assets, and Fruitz (asset held for sale)[203] One Big Beautiful Bill Act The U.S. enacted the "One Big Beautiful Bill Act" on July 4, 2025, introducing broad tax reform, including extensions and modifications to key Tax Cuts and Jobs Act provisions; the company is assessing its full impact on annual effective tax rates and cash tax position but expects no material financial statement impact and no effect on H1 2025 operating results - On July 4, 2025, the U.S. enacted the "One Big Beautiful Bill Act," which includes broad tax reform provisions, such as extensions and modifications to certain key Tax Cuts and Jobs Act provisions[207] - The company expects the Act to have no material impact on its financial statements and no effect on operating results for the six months ended June 30, 2025, as it was signed after the reporting period[207] Pillar Two Minimum Tax OECD Pillar Two minimum tax rules have taken effect in certain jurisdictions where the company operates and have been included in income tax provisions for Q2 and H1 2025; the company expects to qualify for transitional safe harbor exemptions in most jurisdictions but is still evaluating the long-term financial impact - OECD Pillar Two minimum tax rules have taken effect in certain jurisdictions where the company operates (including the UK and some EU member states) and have been included in income tax provisions for Q2 and H1 2025[208] - The company expects to qualify for transitional safe harbor exemptions in most jurisdictions but is still evaluating the potential long-term financial impact[208] - On June 28, 2025, the G7 announced a political agreement indicating that U.S. parented multinational enterprises would not be subject to additional top-up taxes under the OECD Pillar Two global minimum tax rules, and the company is assessing its potential impact[209] Non-GAAP Financial Measures The company utilizes non-GAAP financial measures such as Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Free Cash Flow Conversion for financial performance assessment and planning; these metrics aid investors in understanding business trends but have limitations and should not replace GAAP financial statements - The company uses non-GAAP financial measures such as Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Free Cash Flow Conversion to assess financial performance and for planning purposes[210][211] - These non-GAAP metrics help investors better understand business trends but have limitations and should not replace GAAP financial statements, as they do not reflect depreciation and amortization, working capital needs, stock-based compensation expense, or debt principal payments[212][217] Non-GAAP Financial Metrics | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | (366,983) | 37,686 | (347,152) | 71,559 | | Adjusted EBITDA | 94,586 | 75,008 | 158,986 | 149,047 | | Net Income (Loss) Margin | (147.8)% | 14.0% | (70.1)% | 13.3% | | Adjusted EBITDA Margin | 38.1% | 27.9% | 32.1% | 27.8% | | Net Cash Provided by Operating Activities | - | - | 114,481 | 35,345 | | Free Cash Flow | - | - | 108,561 | 30,814 | | Operating Cash Flow Conversion | * | * | * | 49.4% | | Free Cash Flow Conversion | * | * | 68.3% | 20.7% | Liquidity and Capital Resources As of June 30, 2025, the company held $261.7 million in cash and cash equivalents, a $57.4 million increase from year-end 2024; primary liquidity sources are cash and operating cash flow, used for operating expenses, capital expenditures, debt repayment, tax receivable agreement payments, and share repurchases, with sufficient financial resources expected for the next 12 months - As of June 30, 2025, the company held $261.7 million in cash and cash equivalents, an increase of $57.4 million from December 31, 2024[219] - The company's primary liquidity sources are cash and cash generated from operating activities, with major uses including operating expenses, capital expenditures, debt repayment, tax receivable agreement payments, and share repurchases[219] - In H1 2025, net cash provided by operating activities was $114.5 million, net cash used in investing activities was $5.9 million, and net cash used in financing activities was $51.4 million[224] - The company has a $450 million share repurchase program, with $50.1 million remaining for repurchases as of June 30, 2025[220] Contractual Obligations | Contractual Obligations (in thousands) | Total | Less than 1 Year | More than 1 Year | | :--- | :--- | :--- | :--- | | Long-Term Debt (including interest) | 618,437 | 5,750 | 612,687 | | Operating Lease Liabilities (including implicit interest) | 12,768 | 3,875 | 8,893 | | Other | 22,089 | 15,478 | 6,611 | | Total | 653,294 | 25,103 | 628,191 | - The company expects total tax receivable agreement payments to reach $685.3 million over the next 15 years, with annual payments ranging from $27.6 million to $58.7 million[233] Critical Accounting Policies and Estimates The company's critical accounting policies and estimates, discussed in its 2024 10-K annual report, involve significant judgment and rely on uncertain information, with no material changes occurring during the six months ended June 30, 2025 - The company's critical accounting policies and estimates, discussed in its 2024 10-K annual report, involve significant judgment and are based on uncertain information[234] - No material changes to these accounting policies and estimates occurred during the six months ended June 30, 2025[234] Related Party Transactions For a discussion of related party transactions, refer to Note 13 to the unaudited condensed consolidated financial statements included in "Item 1. Financial Statements (Unaudited)" of this quarterly report - For a discussion of related party transactions, refer to Note 13 to the unaudited condensed consolidated financial statements included in "Item 1. Financial Statements (Unaudited)" of this quarterly report[235] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company faces foreign currency exchange rate risk and interest rate risk; in H1 2025, revenue from outside the U.S. accounted for 54.6% of total revenue, with a 10% change in GBP and EUR exchange rates against the USD potentially impacting revenue by approximately $12.3 million, while interest rate swaps fix $350 million of long-term debt at 3.18% to manage interest rate risk, with a 1% increase potentially raising H1 2025 interest expense by $1.4 million - The company primarily faces foreign currency exchange rate risk and interest rate risk[235][237] - In H1 2025, revenue from outside the U.S. accounted for 54.6% of total revenue; a 10% change in GBP and EUR exchange rates against the USD would result in an approximate $12.3 million change in revenue[235][236] - The company manages interest rate risk by fixing the floating interest rate on $350 million of long-term debt at 3.18% through interest rate swaps; a 1% increase in interest rates would have increased H1 2025 interest expense by $1.4 million[237][238] Item 4. Controls and Procedures As of June 30, 2025, management deemed disclosure controls and procedures ineffective due to a material weakness in foreign currency translation controls related to certain intercompany loan transactions; despite this, management believes the financial statements are fairly presented in all material respects, and a remediation plan is underway, including defining standard operating procedures, redesigning controls, and enhancing quarterly fluctuation analysis - As of June 30, 2025, company management determined its disclosure controls and procedures were ineffective due to a material weakness in the design of foreign currency translation controls related to certain intercompany loan transactions[239][241] - Despite this material weakness, management believes the unaudited condensed consolidated financial statements fairly present the company's financial position, results of operations, and cash flows in all material respects[240][242] - The company is implementing a remediation plan, including defining standard operating procedures and accounting policies, redesigning intercompany loan transaction controls, and enhancing quarterly fluctuation analysis[243][246] PART II. OTHER INFORMATION Item 1. Legal Proceedings For detailed information on legal proceedings, refer to Note 15 to the unaudited condensed consolidated financial statements included in "Item 1. Financial Statements (Unaudited)" of this quarterly report - For detailed information on legal proceedings, refer to Note 15 to the unaudited condensed consolidated financial statements included in "Item 1. Financial Statements (Unaudited)" of this quarterly report[248] Item 1A. Risk Factors For a discussion of the company's risk factors, refer to "Item 1A. Risk Factors" in the 2024 10-K annual report and other information in this quarterly report, including "Special Note Regarding Forward-Looking Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" - For a discussion of the company's risk factors, refer to "Item 1A. Risk Factors" in the 2024 10-K annual report and other information in this quarterly report, including "Special Note Regarding Forward-Looking Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations"[249] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company has a $450 million share repurchase program, with $50.1 million remaining for repurchases as of June 30, 2025; no shares were repurchased under this program in Q2 2025 - The company has a $450 million share repurchase program, with $50.1 million remaining for repurchases as of June 30, 2025[249] - In Q2 2025, the company did not repurchase any shares under this program[249] Item 6. Exhibits This section lists all exhibits filed or furnished as part of this report, including merger agreements, articles of incorporation, director compensation policies, executive employment agreements, and various certification and XBRL documents - This section lists all exhibits filed or furnished as part of this report, including merger agreements, articles of incorporation, director compensation policies, executive employment agreements, and various certification and XBRL documents[250] Signatures This report was duly signed by Whitney Wolfe Herd, Chief Executive Officer, and Ronald J. Fior, Interim Chief Financial Officer of Bumble Inc., on August 7, 2025 - This report was duly signed by Whitney Wolfe Herd, Chief Executive Officer, and Ronald J. Fior, Interim Chief Financial Officer of Bumble Inc., on August 7, 2025[257]