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Delaware
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001-39714
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92-1079067
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GRND
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The New York Stock Exchange
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Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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GRND.WS
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The New York Stock Exchange
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Exhibit No.
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Description
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Press release dated March 6, 2023
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Shareholder Letter dated March 6, 2023
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104
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Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)
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GRINDR INC.
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Date: March 6, 2023
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By:
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/s/ Vandana Mehta-Krantz
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Name:
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Vandana Mehta-Krantz
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Title:
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Chief Financial Officer
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| $ in thousands |
Q4 2022 |
Q4 2021 | FY 2022 | FY 2021 | ||||||||||||
| Net income |
$ | 5,195 | $ | 6,497 | $ | 852 | $ | 5,064 | ||||||||
| Interest expense, net (1) |
20,540 |
3,835 |
31,538 |
18,698 |
||||||||||||
| Income tax (benefit) expense |
(4,586 | ) | 1,450 |
(859 | ) | 1,236 |
||||||||||
| Depreciation and amortization |
10,291 |
10,700 |
37,506 |
43,234 |
||||||||||||
| Transaction-related costs (2) |
4,288 |
876 |
6,499 |
3,854 |
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| Litigation related costs (3) |
201 |
535 |
1,722 |
1,913 |
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| Stock-based compensation expense |
5,233 |
679 |
28,586 |
2,485 |
||||||||||||
| Management fees (4) |
100 |
185 |
644 |
728 |
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| Purchase accounting adjustment |
- |
8 |
- |
900 |
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| Other income (5) |
(552 | ) | (1,409 | ) | - |
(1,058 | ) | |||||||||
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Change in fair value of warrant liability (6)
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(21,295 | ) | - |
(21,295
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)
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- |
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| Adjusted EBITDA |
$ | 19,415 | $ | 23,356 | $ | 85,193 | $ | 77,054 | ||||||||
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1) |
Interest expense, net for the year ended December 31, 2022 included the loss on extinguishment of Deferred Payment (as defined in our public filings).
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2) |
Transaction-related costs consist of legal, tax, accounting, consulting, and other professional fees related to the Business Combination with Tiga Acquisition Corp. (as
defined in our public filings), that are non-recurring in nature.
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3) |
Litigation related costs primarily represent external legal fees associated with the outstanding litigation or regulatory matters such as the potential Datatilsynet
fine or the CFIUS review of the Business Combination, which are unrelated to Grindr’s core ongoing business operations.
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4) |
Management fees represent administrative costs associated with SVH’s administrative role in managing financial relationships and providing directive on strategic and
operational decisions, which ceased to continue after the closing of the Business Combination.
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5) |
For the year ended December 31, 2021, other income primarily represents costs incurred from reorganization events that are unrelated to Grindr’s core ongoing business
operations, including severance and employment related costs of $0.5 million, offset by PPP Loan forgiveness income of $1.5 million.
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6) |
Change in fair value of warrant liability relates to our warrants that were remeasured to fair value of $17.9 million as of December 31, 2022, resulting in a gain of
$21.3 million for the year ended December 31, 2022.
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