grnd-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-39714

________________________

Grindr Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						92-1079067
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

PO Box 69176, 750 N. San Vicente Blvd., Suite RE 1400 West Hollywood, California						90069
(Address of Principal Executive Offices)						(Zip Code)

(310) 776-6680

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	GRND	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	GRND.WS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The registrant had 174,767,387 shares of common stock outstanding as of November 10, 2023.

Table of Contents

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		2
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statement of Operations and Comprehensive Loss	4
	Condensed Consolidated Statement of Stockholders ’ Equity	5
	Condensed Consolidated Statement of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Signatures	43

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs, current expectations or projections concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about our business and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed in any forward-looking statement. There are no guarantees that any transactions or events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements:

•our success in retaining or recruiting our directors, officers, key employees, or other key personnel, and our success in managing any changes in such roles;

•the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining compliance with privacy and data protection laws and regulations;

•our ability to respond to general economic conditions;

•factors relating to our and our subsidiaries’ business, operations and financial performance, including:

◦competition in the dating and social networking products and services industry;

◦the ability to maintain and attract users;

◦fluctuation in quarterly and yearly results;

◦the ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;

◦the ability to protect systems and infrastructures from cyber-attacks and prevent unauthorized data access;

◦the dependence on the integrity of third-party systems and infrastructure; and

◦the ability to protect our intellectual property rights from unauthorized use by third parties.

•whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters;

•the effects of macroeconomic and geopolitical events on our business, such as health epidemics, pandemics, natural disasters and wars or other regional conflicts;

•the ability to maintain the listing of our common stock and public warrants on the New York Stock Exchange (“NYSE”); and

•the increasingly competitive environment in which we operate.

In addition, statements that “Grindr believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevant subjects. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the section titled "Risk Factors" included under Part II, Item 1A in this Quarterly Report on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue reliance on any forward-looking statements.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Grindr Inc. and subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share data)


	September 30,		December 31,
	2023		2022
Assets
Current Assets
Cash and cash equivalents	$	29,948	$	8,725
Accounts receivable, net of allowance of $876 and $336, respectively	32,311		22,435
Prepaid expenses	5,942		7,622
Deferred charges	3,711		3,652
Other current assets	212		750
Total current assets	72,124		43,184
Restricted cash	1,392		1,392
Property and equipment, net	1,516		2,021
Capitalized software development costs, net	7,718		7,385
Intangible assets, net	86,549		104,544
Goodwill	275,703		275,703
Right-of-use assets	3,668		4,535
Other assets	239		64
Total assets	$	448,909	$	438,828
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,356	$	5,435
Accrued expenses and other current liabilities	22,223		15,681
Current maturities of long-term debt, net	24,341		22,152
Deferred revenue	19,147		18,586
Total current liabilities	67,067		61,854
Long-term debt, net	319,036		338,476
Warrant liability	29,514		17,933
Lease liability	2,615		3,658
Deferred tax liability	5,455		12,528
Other non-current liabilities	1,078		327
Total liabilities	424,765		434,776
Commitments and Contingencies (Note 14)
Stockholders’ Equity
Preferred stock, par value $0.0001; 100,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022, respectively	—		—
Common stock, par value $0.0001; 1,000,000,000 shares authorized; 174,206,564 and 173,524,360 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	17		17
Additional paid-in capital	40,175		9,078
Accumulated deficit	(16,048)		(5,043)
Total stockholders’ equity	24,144		4,052
Total liabilities and stockholders’ equity	$	448,909	$	438,828

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Grindr Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss (unaudited)

(in thousands, except per share and share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	70,258	$	50,402	$	187,605	$	140,487
Operating costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)	18,243		12,955		49,168		36,758
Selling, general and administrative expense	16,420		20,325		52,523		53,937
Product development expense	13,270		4,159		24,976		11,981
Depreciation and amortization	5,753		9,097		21,845		27,215
Total operating expenses	53,686		46,536		148,512		129,891
Income from operations	16,572		3,866		39,093		10,596
Other income (expense)
Interest expense, net	(11,985)		(4,786)		(35,695)		(10,998)
Other expense, net	(390)		(263)		(98)		(329)
Change in fair value of warrant liability	(3,362)		—		(11,581)		—
Total other income (expense), net	(15,737)		(5,049)		(47,374)		(11,327)
Net income (loss) before income tax	835		(1,183)		(8,281)		(731)
Income tax provision	1,272		3,474

SEC Form 10-Q filed by Tiga Acquisition Corp.