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What changed in Grindr Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Grindr Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+733 added−643 removedSource: 10-K (2025-03-07) vs 10-K (2024-03-11)

Top changes in Grindr Inc.'s 2024 10-K

733 paragraphs added · 643 removed · 503 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+25 added−10 removed21 unchanged
Biggest changeSee the sections titled “ Risk Factors—Risks Related to Regulation and Litigation—We may be held liable for information or content displayed on, retrieved from, or transmitted over our platform, as well as interactions that result from the use of our platform. ,” “ Risk Factors—Risks Related to Regulation and Litigation—The varying and rapidly evolving regulatory framework on privacy and data protection, including across jurisdictions and other obligations, could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business. ,” “ Risk Factors—Risks Related to Regulation and Litigation —Activities of our users or content made available by such users could subject us to liability, including with respect to user safety. ,” “ Risk Factors—Risks Related to Regulation and Litigation—Online applications are subject to various laws and regulations relating to children’s privacy and protection, which, if violated, could subject us to an increased risk of litigation and regulatory actions ,” and “ Risk Factors—Risks Related to Information Technology Systems and Intellectual Property—From time to time, we are party to intellectual property-related litigations and proceedings that are expensive and time consuming to defend, and, if resolved adversely, could materially adversely impact our business, financial condition, and results of operations. ” In the ordinary course of our business, we process a significant volume of personal data, including sensitive information from our users, employees, and others.
Biggest changeSee the sections titled “ Risk Factors—Risks Related to Regulation and Litigation—We may be held liable for information or content displayed on, retrieved from, or transmitted over our platform, as well as interactions that result from the use of our platform. ,” “ Risk Factors—Risks Related to Regulation and Litigation—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ,” “ Risk Factors—Risks Related to Regulation and Litigation —Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brands or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business . ,” “ Risk Factors—Risks Related to Regulation and Litigation—Online applications are subject to various laws and regulations relating to children’s privacy and protection, or online safety, which, if violated (or perceived to have been violated), could subject us to litigation or regulatory actions, or could reduce demand for our products and services from current and prospective adult users that value discretion, choose not to share their identity, or are unwilling or unable to validate that they are adults.,” and “ Risk Factors—Risks Related to Information Technology Systems and Intellectual Property—From time to time, we are party to patent, trademark, and other intellectual property-related litigation and proceedings that if resolved adversely, could materially adversely impact our business, financial condition, and results of operations. ” In the ordinary course of our business, we process a significant volume of personal data, including sensitive information from our users, employees, and others.
Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively the “CCPA”), the European Union’s General Data Protection Regulation 2016/679 ("GDPR”), the GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), and the ePrivacy Directive.
Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively the “CCPA”), the European Union’s General Data Protection Regulation 2016/679 (“GDPR”), the GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), and the ePrivacy Directive.
Since our inception, we have continued to innovate our technologies to improve the Grindr platform, adding new features and safety elements, which has allowed us to increase engagement of our monthly active users ("MAUs"). The Grindr platform has benefited from first mover advantage globally, resulting in MAUs in over 190 countries and territories.
Since our inception, we have continued to innovate our technologies to improve the Grindr platform, adding new features and safety elements, which has allowed us to increase engagement of our monthly active users (“MAUs”). The Grindr platform has benefited from first mover advantage globally, resulting in MAUs in over 190 countries and territories.
The Grindr platform offers a combination of social networking functions and digital content, and we have continued to expand our platform and impact in the following ways: • We help people find meaningful connections, whether it’s casual dating, relationships and love, community and friendships, travel information, local and discovery. • Our platform builds community and friendships.
The Grindr platform offers a combination of social networking functions and digital content, and we have continued to expand our platform and impact in the following ways: • We help people find meaningful connections, whether it’s casual dating, relationships and love, community and friendships, travel information, or local discovery. • Our platform builds community and friendships.
In partnership with the Company's product and customer experience teams, public health authorities, and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights goals for our community.
In partnership with the Company's product, marketing, and customer experience teams; public health authorities; and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights goals for our community.
As a "Gayborhood" on our users mobile devices, our platform is a meaningful part of our users’ lives and has embedded us at the center of their communities, as they seek relationships of various forms, whether intimate, romantic, or social. As a company built by gay people for gay people, Grindr fulfills crucial needs for its users.
As a “Gayborhood” on our users mobile devices, our platform is a meaningful part of our users’ lives and has embedded us at the center of their communities, as they seek relationships of various forms, whether intimate, romantic, or social. As a company built by gay people for gay people, Grindr fulfills crucial needs for its users.
The free version of our service provides many of the features above on a limited basis for a valuable initial experience. Users can subscribe for premium features and services, giving them greater access to more profiles, and additional control over the experience of finding others and forming meaningful connections.
The free version of our service provides many of the features above on a limited basis for a valuable initial experience. Users can subscribe for premium features and services, giving them greater access to more profiles, as well as additional control over the experience of finding others and forming meaningful connections.
We currently generate revenue from two revenue streams—Direct Revenue and Indirect Revenue, each as described below, and both of which are driven by the Grindr platform. “Direct Revenue” is revenue generated by our users who pay for subscriptions or add-ons to access premium features.
We currently generate revenue from two revenue streams—direct revenue and indirect revenue, each as described below, and both of which are driven by the Grindr platform. Direct revenue is revenue generated by our users who pay for subscriptions or add-ons to access premium features.
Key features of our Grindr platform include: • Identity expression : users can create, manage, and control their identity, profile, and presence on the platform. • Connection : users can find and be found by those they are interested in; those nearby right now, or anywhere globally. • Interaction : users can chat and interact with any profile instantly, in an open, fun, and engaging way. • Trust and Safety : users receive guidance and tools to be safe across their platform experience.
Key features of our Grindr platform include: • Identity expression : users can create, manage, and control their identity, profile, and presence on the platform. • Connection : users can find and be found by those they are interested in; those nearby right now, or anywhere globally. • Interaction : users can chat and interact with any profile instantly, in an open, fun, and engaging way. • Trust and Safety : users receive guidance and tools designed to help them be safe across their platform experience.
Our user experience is essentially a world without walls, connecting one user to the next, allowing the community to see one another. • We strive to make a world where the lives of our global community are free, safe, equal and just. 5 Table of Contents • Grindr for Equality (“G4E”) is a core initiative at Grindr dedicated to accelerating a world where LGBTQ people in every country are equal before the law, are free to marry, and have their unique health needs met.
Our user experience is essentially a world without walls, connecting one user to the next, allowing the community to see one another. • We strive to make a world where the lives of our global community are free, safe, equal and just. 6 Table of Contents • Grindr for Equality is a core initiative at Grindr dedicated to accelerating a world where LGBTQ people in every country are equal before the law, are free to marry, and have their unique health needs met.
We were established in 2009 as one of the first global social platforms exclusively addressing the needs of our community and are the most widely used social platform dedicated to serving the LGBTQ community. • Highly Engaged User Base.
We were established in 2009 as one of the first global social platforms exclusively addressing the needs of our community and are the most widely used social platform dedicated to serving GBTQ users and the LGBTQ community. • Highly Engaged User Base.
The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages. 10 Table of Contents Additionally, foreign data privacy and security laws (including the GDPR and UK GDPR) impose significant and complex compliance obligations on entities that are subject to those laws.
The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages. Additionally, foreign data privacy and security laws (including the GDPR and UK GDPR) impose significant and complex compliance obligations on entities that are subject to those laws.
In partnership with public health authorities and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights priorities for our community. • We further support the LGBTQ community through donations to national and local pride organizations, and voting campaigns. • We drive social influence in fun and engaging ways on our social media channels and our blog to help the general population better understand our community, plight, and interconnectedness.
In partnership with public health authorities and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights priorities for our community. • We further support the LGBTQ community through donations to local, national, and international LGBTQ organizations. • We drive social influence in fun and engaging ways on our social media channels and our blog to help the general population better understand our community, plight, and interconnectedness.
Our Competitive Advantages We believe certain advantages will continue to provide us with sustainable differentiation and success relative to our competitors: • The Largest Global LGBTQ-Focused Mobile Social Platform.
Our Competitive Advantages We believe certain advantages will continue to provide us with sustainable differentiation and success relative to our competitors: • The Largest Global GBTQ-Focused Mobile Social Platform.
Our users are highly engaged, averaging a significant amount of time interacting with other users on our platform. • Preeminent Brand Within the LGBTQ Community. Our brand is one of the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. 7 Table of Contents • Organic MAU Growth.
Our users are highly engaged, averaging a significant amount of time interacting with other users on our platform. • Preeminent Brand Within the LGBTQ Community. Our brand is one of the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. • Organic MAU Growth.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov . The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov . The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC. 13 Table of Contents
Our largest markets are currently North America and Europe, from which we derived 85.1% of our total revenue for the year ended December 31, 2023. We believe we have significant opportunities to leverage our unique brand to both broaden and deepen our market penetration and offer products and services that address the growing and specific needs of our community.
Our largest markets are currently North America and Europe, from which we derived 84.7% of our total revenue for the year ended December 31, 2024. We believe we have significant opportunities to leverage our unique brand to both broaden and deepen our market penetration and offer products and services that address the growing and specific needs of our community.
The Grindr platform has become an integral part of the daily lives of our millions of users around the world, enabling them to discover and connect with each other effortlessly anytime.
The Grindr platform has become an integral part of the daily lives of our millions of users around the world, enabling them to discover and connect with one another effortlessly anytime.
Key priorities include expanding HIV testing and effective health education, ending criminalization and police persecution in the 64 countries where it is still illegal to be LGBTQ, and achieving marriage equality in the over 150 countries where Grindr users do not have the freedom to marry.
Key priorities include expanding HIV prevention, testing, and treatment; effective health education; ending criminalization and police persecution in the more than 60 countries where it is still illegal to be LGBTQ; and achieving marriage equality in the over 150 countries where Grindr users do not have the freedom to marry.
While our app is free to use, our premium features enable our users to customize their ability to experience and use our platform. “Indirect Revenue” is generated by third parties who pay to advertise to our users.
While our app is free to use, our premium features enable our users to customize their ability to experience and use our platform. Indirect revenue is generated by third parties who pay to advertise to our users.
Third parties may assert claims related to intellectual property rights against our partners and us. 9 Table of Contents Government Regulation We are subject to a number of U.S. federal and state laws and regulations, as well as foreign ones that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, regulations related to internet and eCommerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, user safety, marketing, taxation, privacy, data security, competition, arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility.
Government Regulation We are subject to a number of U.S. federal and state laws and regulations, as well as foreign ones that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, regulations related to internet and eCommerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, online safety, marketing, taxation, privacy, data security, competition, arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility.
Our Products and Services Our flagship product, the Grindr platform, is a mobile application and also available on the web, with location-based connectivity features designed to help our users find one another and have meaningful interactions right here and now, or anywhere globally.
Our Products and Services Our flagship product, the Grindr platform, is primarily a mobile application with some post-account-creation uses available on the web, with location-based connectivity features designed to help our users find one another and have meaningful interactions right here and now, or anywhere globally.
We will continue to invest in data to improve our product-market fit, attract new users, protect our users, and fight abuse and spam on our platform. We believe our efforts in machine learning and data science will help our users have more successful connections and improve the overall experience on our platform. • Strategic Investments and Acquisitions.
We will continue to invest in data to improve our product-market fit, attract new users, protect our users, and fight abuse and spam on our platform. We believe our efforts in AI, ML, and data science will help our users have more successful connections and improve the overall experience on our platform.
Our Growth Strategies We believe there is significant growth opportunity in our core product driven in part by the rising acceptance and growth of the global LGBTQ population, especially among recent generations that are more technology savvy. Key elements of our growth strategy include: • Expand Monetization Capabilities.
Our Growth Strategies We believe there is significant growth opportunity in our core product driven in part by the rising acceptance and growth of the global LGBTQ population, especially among recent generations that are more technology savvy.
Our patents, trademarks, copyrights, domain names, trade secrets, and other intellectual property rights distinguish our products and services from those of our competitors and contribute to our competitive advantage in the markets in which we operate.
Intellectual Property We have developed our proprietary intellectual property over the past fifteen years. Our patents, trademarks, copyrights, domain names, trade secrets, and other intellectual property rights distinguish our products and services from those of our competitors and contribute to our competitive advantage in the markets in which we operate.
Advancing LGBTQ Health and Human Rights Globally—Grindr for Equality ("G4E") Launched in 2012, Grindr for Equality is a core Grindr initiative dedicated to accelerating a world where LGBTQ people in every country are equal before the law, free to marry, and have their unique health needs met.
Advancing LGBTQ Health and Human Rights Globally—Grindr for Equality Since 2015 Grindr for Equality has been a core Grindr initiative dedicated to accelerating a world where LGBTQ people in every country are equal before the law, free to marry, and have their unique health needs met.
For example, the CCPA applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights.
These state laws also allow for statutory fines for noncompliance. For example, the CCPA applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights.
Increased by 18.9% in 2023, as compared to 2022. • MAUs in over 190 countries and territories in the world as of December 31, 2023. • 21 supported languages on our platform as of December 31, 2023. • On average, users on our platform sent over 332.2 million daily messages in 2023. Our target market is the worldwide LGBTQ community.
Increased by 14.8% in 2024, as compared to 2023. • MAUs in over 190 countries and territories in the world as of December 31, 2024. • 21 supported languages on our platform as of December 31, 2024. • On average, users on our platform sent over 401.1 million daily messages in 2024. Our target market is the worldwide LGBTQ community.
Key components of our technology platform include: • Location Based Technologies. We have built a large-scale location search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community.
We have built a large-scale location search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community.
The system powers the main cascade user interface in our Grindr platform where a user sees others who are also using the Grindr platform at that moment based on distance and filter criteria. • Data Management, Protection, and Privacy.
The system powers the main cascade user interface in our Grindr platform where a user sees others who are also using the Grindr platform at that moment based on distance and filter criteria. • Artificial Intelligence and Machine Learning .
As applicable, such rights may include the right to access, correct, or delete certain personal data; and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. These state laws also allow for statutory fines for noncompliance.
As applicable, such rights may include the right to access, correct, or delete certain personal data; and to opt- 12 Table of Contents out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services.
In 2023, Grindr for Equality expanded an innovative strategy to fight the HIV epidemic by enabling Grindr users in the U.S. and a growing number of additional countries to order free HIV self-test kits by connecting them directly to our self-testing partner organizations through the app.
Beginning in 2023, Grindr for Equality expanded an innovative strategy to fight the HIV epidemic by enabling Grindr users to order free HIV self-test kits by connecting them directly to our self-testing partner organizations through the app.
While the broader global landscape of social networks is highly competitive with many different platforms, there are few global platforms that focus solely on the LGBTQ community and address their unique needs. Our platform enables the LGBTQ community to connect with each other and the world. Our users have a range of motivations and use cases.
While the broader global landscape of social networks is highly competitive with many different platforms, there are few global platforms that focus solely on the gay, bisexual, transgender, and queer (“GBTQ”) community and address their unique needs. Our platform enables GBTQ adults to connect with one another and the world. Our users have a range of intentions and use cases.
We have attracted a highly engaged and rapidly growing user base, as evidenced by the following: • 13.3 million Average MAUs in 2023. Increased by 8.3% in 2023, as compared to 2022. • 937 thousand Average Paying Users in 2023.
We have attracted a highly engaged and rapidly growing user base, as evidenced by the following: • 14.2 million Average MAUs in 2024. Increased by 7.4% in 2024, as compared to 2023. • 1,076 thousand Average Paying Users in 2024.
These more recent generations are more likely to explore their sexuality in light of greater social acceptability of alternative sexual identities and the ability to express different sexual identities.
Contemporary generations are more likely to explore their sexuality in light of greater social acceptability of and ability to express non-heterosexual identities.
We utilize a team of content review personnel dedicated to moderating content on the Grindr platform. • Community Feedback. Through in-app tools, we encourage users to report inappropriate content and misbehavior. Branding and Marketing We have expanded our user base primarily through user-driven organic growth, anchored in the combination of our strong brand and an extensive global user base.
Through in-app tools, we encourage users to report inappropriate content and misbehavior. 10 Table of Contents Branding and Marketing We have expanded our user base through user-driven organic growth, anchored in the combination of our strong brand and an extensive global user base.
See the section titled “ Risk Factors—Risks Related to Regulation and Litigation—The varying and rapidly evolving regulatory framework on privacy and data protection, including across jurisdictions and other obligations, could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business. ” Any improper disclosure of data, particularly our customers’ sensitive personal data or other sensitive information, could negatively impact our business and/or our reputation.
See the section titled “ Risk Factors—Risks Related to Regulation and Litigation—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ” Any improper disclosure of data, particularly our customers’ sensitive personal data or other sensitive information, could negatively impact our business and/or our reputation.
We plan to deepen our penetration in our current markets, including in our key established markets such as the United States and Europe. We also plan to grow our user base by targeting geographic regions that have a large number of untapped potential users and fast-growing economies. • Invest in Understanding our User Journey.
We also plan to grow our user base by 9 Table of Contents targeting geographic regions that have a large number of untapped potential users and fast-growing economies. ◦ Invest in Understanding our User Journey.
We rely upon a combination of proprietary trademarks, trademark applications, copyright registrations, patents, and patent applications relating to our brands, content, inventions, and other intellectual property. Our patents have expiration dates in 2031. We apply for additional trademarks and patents to the extent we determine it to be core to our service or businesses or otherwise appropriate and cost-effective.
We rely upon a combination of proprietary trademarks, trademark applications, copyright registrations, patents, and patent applications relating to our brands, content, inventions, and other intellectual property. Our patents have expiration dates in 2031.
See the sections titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks on our systems or those of third parties upon which we rely, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, generate negative publicity, and materially and adversely affect our business. ” Available Information Our website address is www.grindr.com .
See the sections titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks affecting our information technology systems or those of third parties with whom we work, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, disrupt the availability of our systems and services, generate negative publicity, and materially and adversely affect our business. ” In addition, depending on the new products or services we decided to test or potentially offer, we may become subject to additional regulatory schemes.
The RTO Plan provided employees with a one-time relocation package to support relocation to offices where their respective teams are based, or separation packages for employees who choose not to relocate or participate in the RTO Plan. Intellectual Property We have developed our proprietary intellectual property over the past fifteen years.
The RTO Plan provided employees with a one-time relocation package to support relocation to offices where their respective teams are based, or separation packages for employees who choose not to participate in the RTO Plan. As of December 31, 2024, we had 147 employees globally, 142 of which were full-time employees.
In addition to organic growth, we are open to opportunistic strategic investments and acquisitions in some markets. Technology Our technology and product development process is designed for the unique needs of our user base. We aim to build technology that protects our users and enables them to make connections safely.
Technology Our technology and product development process is designed for the unique needs of our user base. We aim to build technology that addresses our users’ needs, protects our users, and enables them to make connections safely. Key components of our technology platform include: • Location-Based Technologies.
We demonstrate our commitment to our community in part by aligning our employee benefits and supports to meet the unique needs of our LGBTQ employees and their dependents. As of December 31, 2023, we had 112 employees globally, 100 of which were full-time employees. Approximately 39% of our employees work in engineering and product development.
We demonstrate our commitment to our community in part by aligning our employee benefits and supports to meet the unique needs of our LGBTQ employees and their dependents.
Our Average Paying Users were over 937 thousand and 788 thousand for the years ending December 31, 2023 and December 31, 2022, respectively. We enable all of our users to find and engage with one another, share content and experiences, and generally express their unique selves.
We had 14.2 million Average MAUs and 1.1 million Average Paying Users for the year ended December 31, 2024, as compared to 13.3 million Average MAUs and 937 thousand Average Paying Users for the year ended December 31, 2023. We enable our users to find and engage with one another, share content and experiences, and generally express their unique selves.
Our company culture emphasizes results, transparency, collaboration, experimentation, a bias for action, and creating an environment in which everyone can bring their full and best selves to work.
We expect to continue to actively promote a better global understanding of the Grindr brands in the year ahead. Employees and Human Capital Resources We compete for talent within the technology industry. Our company culture emphasizes results, transparency, collaboration, experimentation, a bias for action, and creating an environment in which everyone can bring their full and best selves to work.
Our algorithms and automations remove many malicious profiles before they can interact with our community. We utilize third party tooling to enhance our automated review capabilities. In addition, we provide users with a robust appeals system that leverages a manual human review of automated decisions. • Manual Review. Our experienced human reviewers play an integral role in our moderation process.
In addition, we provide users with a robust appeals system that leverages a manual human review of automated decisions. • Manual Review. Our experienced human reviewers play an integral role in our moderation process. We utilize a team of content review personnel dedicated to moderating content on the Grindr platform. • Community Feedback.
Our platform helps our users find what they are looking for: casual dating, long-term relationships, community and friendships, professional networking, travel information and local discovery. By facilitating the connection of our users around the world, we believe we can help our community find one another, advance LGBTQ rights globally, and make the world a safer place for our community.
Our platform helps our users find what they are looking for: casual dating, long-term relationships, community and friendships, professional networking, travel information and local discovery.
Our suite of tools and technology utilize a three-pillar approach to content moderation: • Automated Review. We implement preventative technologies to help mitigate risks of user misbehavior. Upon profile creation, we automatically scan profiles and conduct ongoing scans for fraudulent behavior or violations of our Community Guidelines.
Our platform has a suite of safety features and we publish a holistic security guide and safety tips for users. Our suite of tools and technology utilize a three-pillar approach to content moderation: • Automated Review. We implement preventative technologies to help mitigate risks of user misbehavior.
The LGBTQ community's significant purchasing power, combined with our platform's broad appeal to more recent generations, has prompted marketers to focus increasingly on engaging with this community. 6 Table of Contents Social developments and rapidly changing perspectives brought on by the growth of the internet have caused more recent generations to be exposed to more a broader range of ideas, including in the areas of gender awareness and sexual orientation, earlier than previous generations Contemporary generations are more gender fluid, with the definition of gender identity becoming more indistinct, blurring the boundary between the LGBTQ community and the heterosexual population.
Social developments and rapidly changing perspectives brought on by the growth of the internet have caused more recent generations to be exposed to a broader range of ideas, including in the areas of gender awareness and sexual orientation, earlier than previous generations.
The level of controls is based upon a data matrix that takes into account the sensitivity and criticality of the data.
The level of controls is based upon a data matrix that takes into account the sensitivity and criticality of the data. As part of our controls, we utilize one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
We license technology and other intellectual property from our partners and rely on our license agreements with those partners to use the intellectual property.
We apply for additional trademarks and patents to the extent we determine it to be core to our service or businesses or otherwise appropriate and cost-effective. 11 Table of Contents We license technology and other intellectual property from our partners and rely on our license agreements with those partners to use the intellectual property.
Online initiatives of our branding and marketing strategy include attracting new users and generating brand awareness through content marketing and social media initiatives, influencer marketing campaigns, and video and brand partnerships. Employees and Human Capital Resources We compete for talent within the technology industry.
Online initiatives of our branding and marketing strategy historically included, and continue to include, attracting new users and generating brand awareness through content marketing and social media initiatives, influencer marketing campaigns, and brand partnerships. In 2024, we also made significant progress reshaping the perception of Grindr as the Global Gayborhood in Your Pocket ™ .
This program resulted in the distribution of more than 235,000 kits, many of which were sent to Grindr users who reported they had never previously tested for HIV. Grindr for Equality was also proud to support four marriage equality campaigns, three decriminalization campaigns, and more than 150 LGBTQ organizations around the world.
To date this program has resulted in the distribution of hundreds of thousands of kits globally, including in the U.S., Ireland, Georgia, the UK, Namibia, New Zealand, and Australia, many of which were sent to Grindr users who reported they had never previously tested for HIV.
We are headquartered in West Hollywood, California, and have additional offices in the San Francisco Bay Area, Chicago, and New York City. In 2023, we adopted a hybrid working model involving a multi-phase return-to-office plan (the “RTO Plan”).
In 2025, we intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We are headquartered in West Hollywood, California, and have additional offices in the San Francisco Bay Area, Chicago, and New York City.
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Item 1. Business Our Company We are the world’s largest social network and dating app focused on the lesbian, gay, bisexual, transgender, and queer ("LGBTQ") communities, primarily serving gay and bisexual men in over 190 countries and territories around the world, with 13.3 million Average MAUs and 937 thousand Average Paying Users in 2023.
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Item 1. Business Our Company Our mission is to build the Global Gayborhood in Your Pocket ™ , and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just.
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The Business Combination Grindr’s predecessor public company was originally incorporated in the Cayman Islands under the Companies Law of the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp.
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We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world.
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(“Tiga”), as a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities.
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By facilitating the connection of our users around the world, we believe we can help our community find one another, advance lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) rights globally, and make the world a safer place for our community.
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Grindr was originally incorporated in February 2009 as a California limited liability company, and was subsequently held by Grindr Group LLC (“Legacy Grindr”), a Delaware limited liability company which was incorporated in April 2020.
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The LGBTQ community's significant purchasing power, combined with our platform's broad appeal to more recent generations, has prompted marketers to focus increasingly on engaging with this community.
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Between November 17, 2022 and November 18, 2022, Legacy Grindr, Tiga, Tiga Merger Sub I LLC, a Delaware limited liability company and direct and wholly-owned subsidiary of Tiga (“Tiga Merger Sub”), and Tiga Merger Sub II LLC, a Delaware limited liability company and direct and wholly-owned subsidiary of Tiga (“Tiga Merger Sub II”), consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 9, 2022 (the “Original Merger Agreement”), by and among Tiga, Legacy Grindr, and Tiga Merger Sub, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of October 5, 2022, by and among Tiga, Tiga Merger Sub, Legacy Grindr and Tiga Merger Sub II (together with the Original Merger Agreement, the “Merger Agreement”), following its approval at an extraordinary general meeting of the stockholders of Tiga held on November 15, 2022.
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In 2024 we made a number of product and feature innovations, driven by an enhanced focus on AI, ML, and user-centric design, including: • Right Now, which is Grindr’s first intent-based product for enabling people to easily find others who want an immediate intimate connection. 7 Table of Contents • Roam TM , which allows users to make connections ahead of an upcoming trip. • Wingman, an AI assistant, which is expected to power several other new features we are launching this year. • Interests tab, an inbound feature that centralizes ‘View Me’ and ‘Taps’, and which we plan to further enhance and introduce additional inbound-related features. • More Profiles, which displays profiles to users based on relevancy in addition to distance.
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Pursuant to the terms of the Merger Agreement, a business combination of Legacy Grindr and Tiga was effected through, among other transactions, (i) the merger of Tiga Merger Sub I with and into Legacy Grindr, with Legacy Grindr as the surviving entity (the “First Merger”), and promptly thereafter and as part of the same overall transaction as the First Merger, (ii) the merger of Legacy Grindr with and into Tiga Merger Sub II (the “Second Merger”), with Tiga Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Tiga.
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As part of our 2025 product roadmap, we expect to launch the following new products and features to some, if not all, users in 2025: • AI Personalization: ▪ Chat Summaries, powered by the AI Wingman assistant, is expected to create summaries of conversations so users can quickly access the history of their chats with the most relevant information and pick up where they left off. ▪ A-list, which is expected to automatically create a select list of users a user has previously interacted with, based on meaningful conversations and high-potential matches, making it easy to reengage when the moment is right. ▪ For You, which is intended to provide smart, personalized recommendations for users who may be a match based on preferences and intentions. ▪ Discover, which is expected to be a new area in the app where users will be served relevant profiles recommended from around the world based on their interests. • Travel Expansion: ▪ We intend for the new Explore Heatmap to let users quickly identify the lively local hotspots and the aggregated density of Grindr users in specific neighborhoods in their city or other cities around the world. ▪ Travel Pass is expected to be the ultimate travel package for any trip, including unlimited Roam TM and Boost for more visibility and faster connections, a “Visitor” tag on users’ profiles, and chat translations for seamless communication. • Gayborhood Expansion: ▪ Looking ahead, we are considering a broad set of potential products and services to support gayborhood expansion, including in sectors such as travel, events, lifestyle and media production, as well as initiatives in the health and wellness sector that we plan to begin testing this year.
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Prior to the closing of the business combination on November 18, 2022 (“Closing”), Tiga (i) changed its jurisdiction of incorporation from Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware and (ii) changed its name from Tiga Acquisition Corp. to Grindr Inc.
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In 2024, we also launched in-app access to sexual health and safety resources for our users in 30 countries around the world, including Brazil, Kenya, Namibia, and many countries in Europe, enabling 8 Table of Contents millions of our users to access sexual health and safety resources directly through a side drawer on the Grindr app’s home screen, gaining localized and real-time information on the issues that matter to them.
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(the “Business Combination”). Unless the context indicates otherwise, references in this Annual Report to Form 10-K to the “Company,” “Grindr,” “we,” “us,” “our,” and similar terms refer to Grindr, Inc. (f/k/a Tiga Acquisition Corp.) and its consolidated subsidiaries (including Legacy Grindr). References to “Tiga” refer to the predecessor company prior to Closing.
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In 2023 and 2024, Grindr for Equality is also proud to have supported numerous marriage equality campaigns, including through its partnership with the Rainbow Sky Association of Thailand in advocating for marriage equality leading up to June 2024, when Thailand became the first Southeast Asian country to legalize marriage equality.
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We also expect to continue to optimize our paywall and subscription plans and pricing globally. • We intend to grow our indirect business by leveraging our advertising offerings, advertising partnerships, brand sales team, and self-serve advertising system. • Grow Our User Base.
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During this time, we also supported decriminalization campaigns, including in Namibia where the high court repealed a colonial-era law criminalizing same-sex conduct in June 2024, and hundreds of LGBTQ organizations around the world, building on our mission of making a world where the lives of our global community are free, equal, healthy, and just.
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As part of our controls, we utilize one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit. 8 Table of Contents Our platform has a suite of safety features and we publish a holistic security guide and safety tips for users.
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We also believe there are opportunities to expand beyond our core business, and plan to test a number of products and services in other sectors. Key elements of our growth strategy include: • Improving and Advancing our Core Product. ◦ Expand Monetization Capabilities.
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We also intend to improve the merchandising of our paid features, segment the value propositions inside the paid tiers, and adjust our pricing globally. ◦ We intend to grow our indirect business by improving our advertising technology to create more valuable ad products, increase advertising impressions globally and expand advertising partnerships.
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During 2024, we appointed new leadership for our advertising business and set a strategy that has driven growth in our third-party advertising partnerships as well as direct advertising sales. ◦ Grow Our User Base. We plan to deepen our penetration in our current markets, including in our key established markets such as the United States and Europe.
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Our goal is to design compelling experiences built around user intent and to create value through innovation. We will continue to listen carefully to user input and evaluate how users interact with the app, iterating over time to deliver an optimal experience in terms of functionality to both our paying and free users. • Continue to Strengthen our Global Brand.
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We will continue to actively promote a better global understanding of the Grindr brands and to reshape the perception of Grindr as the Global Gayborhood in Your Pocket ™ . • Focusing on Gayborhood Expansion Opportunities .
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Beyond our core business, we intend to explore new lines of business, including the health and wellness sector, travel, local discovery, media, and others. • Strategic Investments and Acquisitions. In addition to organic growth, we are open to opportunistic strategic partnerships, collaborations, investments, and acquisitions, including in markets beyond our core product.
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Our growth agenda will be supported, in part, by the introduction of AI synthetics to our product development workflow and coding, and incorporating a product roadmap that features AI-first experiences that are intended to transform the ways in which we engage with and serve our user community. • Data Management, Protection, and Privacy.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed. The size of our user base and our users' level of engagement are critical to our success.
Biggest changeFor additional information on certain of the risks associated with our potential entry into health and wellness services and products, see “ —Risks Related to Regulation and Litigation—Depending on the new products or services we decide to test and potentially offer, we may be subject to fines, penalties, and injunctions under FDA or other regulations, as well as product liability claims.” and “ —Risk Related to Regulation and Litigation—Depending on the new services or products we decide to test and potentially offer, we will be subject to extensive federal and state healthcare laws and regulations (in addition to FDA regulations) in the operation of our health and wellness services and may be subject to fines, penalties, and injunctions if we or our partners are found to in violation of any of such laws and regulations.” If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed.
We regularly review metrics, such as Average MAUs and Average Paying Users, to evaluate growth trends, measure our performance, and make strategic decisions. For example, Average MAUs are calculated using unique devices that demonstrate activity on our Grindr platform on a calendar month basis and the devices counted may not exactly reflect the number of users of our Grindr platform.
We regularly review metrics, such as Average MAUs and Average Paying Users, to evaluate growth trends, measure our performance, and make strategic decisions. For example, Average MAUs are calculated using unique devices that demonstrate activity on our Grindr platform on a calendar month basis; the devices counted may not exactly reflect the number of Grindr users.
Furthermore, from time to time, we may face claims from others challenging our use of open-source software, claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works, or the proprietary source code that we have developed using such software.
Furthermore, from time to time, we may face claims from others challenging our use of open-source software or, claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works, or the proprietary source code that we have developed using such software.
In addition, if we are unable to transfer personal data between and among countries, it could affect the manner in which we provide our products and services, the location or segregation of our systems and operations, and adversely affect our financial results.
In addition, if we are unable to transfer personal data between and among countries, it could affect the manner in which we provide our products and services or the location or segregation of our systems and operations, and adversely affect our financial results.
For example, the Federal Trade Commission has increased its focus on privacy and data security practices at digital companies, as evident from its imposition of a $5 billion fine against Facebook for privacy violations and increasing fines against companies found to be in violation of the Children’s Online Privacy Protection Act (“COPPA”).
For example, the Federal Trade Commission has increased its focus on data privacy and data security practices at digital companies, as evident from its imposition of a $5 billion fine against Facebook for privacy violations and increasing fines against companies found to be in violation of the Children’s Online Privacy Protection Act (“COPPA”).
Any such campaign could require significant resources to mount a response, it could disrupt our operations or distract management, and it could lead to negative publicity and potential investigation from regulators, among other negative effects, any of which may materially adversely affect our business, financial condition, and results of operations.
Any such campaign could require significant resources to mount a response, it could disrupt our operations or distract management, and it could lead to negative publicity and potential investigation from regulators, among other negative effects, any of which may materially and adversely affect our business, financial condition, and results of operations.
See “— If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed .” In addition, the actions of our advertisers or partners may negatively affect our brand if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are integrated into our platform.
See “ —If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed .” In addition, the actions of our advertisers or partners may negatively affect our brands if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are integrated into our platform.
These laws and regulations, as well as any associated inquiries, legal action, investigations, or any other government actions, may be costly to comply with and may delay or impede the development of new products and services, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to liability to remedies that may harm our business, including fines, demands, or orders that we modify or cease existing business practices.
These laws and regulations, as well as any associated inquiries, legal actions, investigations, or any other government actions, may be costly to comply with and may delay or impede the development of new products and services, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to liability to remedies that may harm our business, including fines, demands, or orders that we modify or cease existing business practices.
Failure to comply with the evolving interpretation of privacy and data protection laws could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, or to respond to inquiries regarding our compliance with privacy and data protection laws, we could incur additional and significant expenses, which may in turn materially adversely affect our business, financial condition, and results of operations.
Failure to comply with the evolving interpretation of data privacy and data protection laws could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, or to respond to further inquiries regarding our compliance with privacy and data protection laws, we could incur additional and significant expenses, which may in turn materially adversely affect our business, financial condition, and results of operations.
Moreover, even if we are successful in enforcing our intellectual property against third parties, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur significant expenses and could disrupt our business and distract our personnel from their normal responsibilities.
Even if we are successful in enforcing our intellectual property against third parties, the damages or other remedies awarded, if any, may not be commercially meaningful. Regardless of whether any such proceedings are resolved in our favor, such proceedings could cause us to incur significant expenses and could disrupt our business and distract our personnel from their normal responsibilities.
For example, we are subject to the GDPR; the UK GDPR (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and subsequently amended); the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”) (collectively, “CCPA”); the Brazilian General Data Protection Law (“LGPD”); and China’s Personal Information Protection Law of the P.R.C.
For example, we are subject to the GDPR; the UK GDPR (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and subsequently amended); the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”); the Brazilian General Data Protection Law (“LGPD”); and China’s Personal Information Protection Law of the P.R.C.
While we attempt to comply with applicable obligations relating to privacy and data protection, there can be no assurance that we will not be subject to claims that we have violated such obligations, that we will be able to successfully defend against such claims, or that we will not be subject to significant fines and penalties in the event of a finding of non-compliance with any applicable laws or industry standards.
While we attempt to comply with applicable obligations relating to data privacy and data protection, there can be no assurance that we will not be subject to claims that we have violated such obligations, that we will be able to successfully defend against such claims, or that we will not be subject to significant damages, fines, and penalties in the event of a finding of non-compliance with any applicable laws or industry standards.
Such proceedings have, and could cause us to incur significant expense, become the subject of negative publicity, and negatively impact our efforts to retain existing users or add new users as well as our relationships with advertisers and other third parties. The EU Digital Services Act (“DSA”) requires us to further change our products, policies, and procedures.
Such proceedings have, and could continue to cause us to incur significant expense, become the subject of negative publicity, and negatively impact our efforts to retain existing users or add new users as well as our relationships with advertisers and other third parties. The EU Digital Services Act (“DSA”) requires us to further change our products, policies, and procedures.
In addition, certain marketing channels have, from time to time, limited or prohibited advertisements for similar products and services, including because of poor behavior by other industry participants. There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing channels or providing certain features in the future.
In addition, certain marketing channels have, from time to time, limited or prohibited advertisements for Grindr or similar products and services, including because of poor behavior by other industry participants. There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing channels or providing certain features in the future.
While Average MAUs and other operating metrics are based on what we believe to be reasonable estimates for the applicable periods, there are inherent challenges in measuring how our products and services are used across large populations globally and in accounting for spam accounts (as opposed to genuine users).
While Average MAUs and other operating metrics are based on what we believe to be reasonable estimates for the applicable periods, there are inherent challenges in measuring how our products and services are used across large populations globally and in accounting for spam accounts and bot accounts (as opposed to genuine users).
Furthermore, although we generally require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.
Furthermore, although we generally require our employees, contractors and consultants who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.
However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar or superior to ours and that compete with our business.
The measures we take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar or superior to ours and that compete with our business.
Our use of “open-source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services, and subject us to possible legal action. From time to time, we make software source code and other technology we develop available for licensing under open-source licenses.
Our development and use of “open-source” software could subject our proprietary software to general release, adversely affect our ability to sell our products and services, and subject us to possible legal action. From time to time, we make software source code and other technology we develop available for licensing under open-source licenses.
Risks Related to our Brand, Products and Services, and Operations Our business can be impacted by market perception of the Grindr brand; if events occur that damage our reputation and brand, our ability to maintain and expand our base of users may be impaired, and our business could be materially and adversely affected.
Risks Related to our Brand, Products and Services, and Operations Our business can be impacted by market perception of the Grindr brands; if events occur that damage our reputation and brand, our ability to maintain and expand our base of users may be impaired, and our business could be materially and adversely affected.
The proceeding has caused us to incur significant expense, we have been the subject of negative publicity, and the existence of the proceeding has, and may continue to, negatively impact our efforts to retain existing users and add new users and deteriorated our relationships with advertisers and other third parties.
The Norway proceeding has caused us to incur significant expense, we have been the subject of negative publicity, and the existence of the proceeding has, and may continue to, negatively impact our efforts to retain existing users and add new users and deteriorated our relationships with advertisers and other third parties.
We have faced and may continue to face serious incidents in which government authorities in certain countries use our products and services to arrest and assault LGBTQ individuals under charges of “promoting sexual deviancy” and “inciting immorality,” among others.
We have faced and may continue to face serious incidents in which government authorities in certain countries use our products and services to persecute, arrest, and assault LGBTQ individuals under charges of “promoting sexual deviancy” and “inciting immorality,” among others.
In addition, despite any measures we take to protect our intellectual property, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, or third parties could copy or otherwise obtain and use our intellectual property without authorization.
Despite any measures we take to protect our intellectual property, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, or third parties could copy or otherwise obtain and use our intellectual property without authorization.
We depend on our key personnel and we may not be able to operate or grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.
We depend on our key personnel and we may not be able to operate or grow our business effectively if we lose the services of any of our key personnel or are unable to attract and retain qualified personnel in the future.
Companies on the internet, technology, and social media industries are frequently involved in litigation based upon allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation, and other violations of other parties’ rights.
Companies in the internet, technology, and social media industries are frequently involved in litigation based upon allegations of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation, and other violations of other parties’ rights.
In addition, the scope of these laws is constantly changing, and in some cases, they may be inconsistent, conflicting, and subject to differing interpretations, as new laws of this nature are proposed and adopted.
In addition, the scope of these laws is constantly changing and, in some cases, they may be inconsistent, conflicting, and subject to differing interpretations, particularly as new laws of this nature are proposed and adopted.
Apple App Store and Google Play Store have and may continue to impose access restrictions for users in Russia and other geopolitical regions in relation to the conflict between Russia and Ukraine or other events that are beyond Grindr’s control, such as terrorism, public health crises, or political unrest, which could result in the inability to access and use our products and services and other negative experiences for our users and, in turn, harm our user reputation and adversely affect our business.
Apple App Store and Google Play Store have and may continue to impose access restrictions for users in Russia and other geopolitical regions in relation to the conflict between Russia and Ukraine or other events that are beyond Grindr’s control, such as terrorism, public health crises, or political unrest, which could result in the inability to access and use our products and services and other negative experiences for our users and, in turn, harm our reputation among users and adversely affect our business.
Security incidents or disruptions have occurred on our systems in the past, and they will continue to occur in the future and may be inherently difficult to detect for long periods of time.
Security incidents or disruptions have occurred on our systems in the past, and they may continue to occur in the future and may be inherently difficult to detect for long periods of time.
Potential restrictions on the ability of foreign persons to invest in us could affect the price that an investor may be willing to pay for shares of our common stock.
In addition, potential restrictions on the ability of foreign persons to invest in us could affect the price that an investor may be willing to pay for shares of our common stock.
In addition, while our policies attempt to address the illicit or otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on, and off, our Grindr platform), and self-care, we do not control what happens if our users decide to meet in person after connecting on our platform.
In addition, while our policies attempt to address the illegal or otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on, and off, our Grindr platform), and self-care, we do not control what happens if our users decide to meet in person after connecting on our platform.
Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that we currently serve or may serve in the future.
Some of our competitors may enjoy better competitive positions in certain geographical regions, with certain user demographics, or in other key areas that we currently serve or may serve in the future.
As part of our growth strategy, we may wish to acquire other companies that expand our user base, enter new product categories, or obtain other competitive advantages.
As part of our growth strategy, we may wish to acquire other companies or assets that expand our user base, enter new product categories, or obtain other competitive advantages.
A public health epidemic, pandemic or public health emergency, including the COVID-19 pandemic and the 2022 mpox outbreak, poses the risk that we or our employees, contractors, vendors, and other business partners or we may be prevented or impaired from conducting ordinary course business activities for an indefinite period, including due to shutdowns necessitated for the health and well-being of our employees, the employees of business partners, or shutdowns that may be requested or mandated by governmental authorities.
A public health epidemic, pandemic or public health emergency, including the COVID-19 pandemic and the mpox outbreak, poses the risk that we or our employees, contractors, vendors, and other business partners may be prevented or impaired from conducting ordinary course business activities for an indefinite period, including due to shutdowns necessitated for the health and well-being of our staff or the staff of business partners, or shutdowns that may be requested or mandated by governmental authorities.
While our insurance policies include liability coverage for certain of these matters, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
While our insurance policies include liability coverage for certain of these matters including cyber liability, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
We employ a number of technologies that collect information, including personal data, about our users, to which consumers are becoming increasingly resistant. For instance, we use third-party Software Development Kits (“SDKs”) within our Grindr platform and small text files, commonly referred to as “cookies,” placed through a browser on a user’s machine.
We employ a number of technologies that collect information, including personal data, about our users, to which consumers are becoming increasingly resistant. For instance, we use third-party Software Development Kits (“SDKs”) within our Grindr platform and small text files, commonly referred to as “cookies,” placed through a browser on a user’s device.
Users may delete or block cookies in their internet browsers, and users can decline consent for certain non-essential SDKs via our mobile consent management platform (“CMP”).
Users may delete or block cookies in their internet browsers, and users can decline consent for certain non-essential SDKs via our mobile consent management platform.
For example, LGPD penalties may include fines of up to 2% of the organization’s revenue in Brazil in the previous year or 50 million reais (approximately $9.3 million U.S. dollars); PIPL affords fines of up to RMB50 million or 5% of our annual turnover in the preceding year and revocation of our license to do business in China; and, under the GDPR and the UK GDPR, we may be subject to fines of up to €20 million/£17,500,000 or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is 35 Table of Contents higher), as well as face claims from individuals based on the GDPR and UK GDPR’s private right of action.
For example, LGPD penalties may include fines of up to 2% of the organization’s revenue in Brazil in the previous year or 50 million reais (approximately $9.3 million U.S. dollars); PIPL affords fines of up to RMB50 million or 5% of our annual turnover in the preceding year and revocation of our license to do business in China; and, under the GDPR and the UK GDPR, we may be subject to fines of up to €20 million/£17,500,000 or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is higher), as well as face claims from individuals based on the GDPR and UK GDPR’s private right of action.
In addition, we leverage a wide array of additional third parties in various other aspects of our operations, including software developers; computing, storage, and bandwidth service providers; suppliers of technology infrastructures; mobile application optimization and analytics firms; sales and marketing channels; contract engineers; contract content contributors; and LGBTQ rights advocacy organizations around the world.
In addition, we leverage a wide array of additional third parties in various other aspects of our operations including, without limitation, software developers; computing, storage, and bandwidth service providers; suppliers of technology infrastructures; mobile application optimization and analytics firms; sales and marketing channels; contract engineers; contract content contributors; and LGBTQ rights advocacy organizations around the world.
However, we have in the past, and may in the future, experience issues obtaining cyber insurance that provides third-party reimbursement or obtaining such insurance on favorable terms.
We have in the past, and may in the future, experience issues obtaining cyber insurance that provides third-party reimbursement or obtaining such insurance on favorable terms.
The occurrence of any of these events could result in the erosion of our brand and limit our ability to market our brand using our various domain names and social media handles, as well as impede our ability to effectively compete against competitors with similar technologies or products and services, any of which could materially adversely affect our business, financial condition, and results of operations.
The occurrence of any of these events could result in the erosion of our brands and limit our ability to market our brands using our various domain names and social media handles, as well as impede our ability to effectively compete against competitors with similar technologies or products and services, any of which could materially adversely affect our business, financial condition, and results of operations.
As a result, new products and services, entrants, and business models are likely to continue to emerge. It is possible that a new product could gain rapid scale at the expense of existing brands through harnessing a new technology or distribution channel, or a new or existing distribution channel, creating a new approach to connecting people or some other means.
As a result, new products and services, entrants, and business models are likely to continue to emerge. It is possible that a new product could gain rapid scale at the expense of Grindr through harnessing a new technology or distribution channel, or a new or existing distribution channel, creating a new approach to connecting people or some other means.
Access to our Grindr platform in other countries, such as China, Turkey, Lebanon, Indonesia, the United Arab Emirates, Saudi Arabia, and Qatar, may only be available through the use of services such as virtual private networks, or VPNs, or via home wireless networks, thereby decreasing accessibility to our products and services.
Access to our Grindr platform in other countries, such as China, Turkey, Lebanon, Indonesia, the United Arab Emirates, Saudi Arabia, and Qatar, may only be available through the use of services such as virtual private networks (“VPNs”), or via home wireless networks, thereby decreasing accessibility to our products and services.
If our new or enhanced brand, products and services or product extensions fail to engage users or marketing partners, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may materially adversely affect our business.
If our new or enhanced brands, products and services, or product extensions fail to engage users or marketing partners, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may materially adversely affect our business.
If our platform ceases to be one of the most frequently used social networking applications for LGBTQ individuals, or if people do not perceive our products and services to be useful, reliable, and/or trustworthy, we may not be able to attract or retain users, or otherwise maintain their level of engagement.
If our platform ceases to be one of the most frequently used social networking applications for GBTQ individuals, or if people do not perceive our products and services to be useful, reliable, and/or trustworthy, we may not be able to attract or retain users, or otherwise maintain their level of engagement.
We have achieved significant organic growth mainly through word-of-mouth referrals to our platform, without relying on traditional advertising for user acquisition, and therefore we believe it is critical to ensure that our users remain favorably inclined toward the Grindr brand.
We have achieved significant organic growth mainly through word-of-mouth referrals to our platform, without relying on traditional advertising for user acquisition, and therefore we believe it is critical to ensure that our users remain favorably inclined toward the Grindr brands.
In addition, legislative proposals and present laws and regulations regulate the use of cookies and other tracking technologies, electronic communications, and marketing. For example, in the European Economic Area (the "EEA") and the UK, regulators are increasingly focusing on compliance with requirements related to the targeted advertising ecosystem.
In addition, legislative proposals and present laws and regulations regulate the use of cookies and other tracking technologies, electronic communications, and marketing. For example, in the European Economic Area (the “EEA”) and the UK, regulators are increasingly focusing on compliance with requirements related to the targeted advertising ecosystem.
In some circumstances, moreover, we may choose not to pursue certain investments or other transactions, which are otherwise attractive, solely or in part based on an evaluation of the associated CFIUS risks. The parties to the Merger Agreement sought CFIUS approval for the Business Combination.
In some circumstances, moreover, we may choose not to pursue certain investments or other transactions, which are otherwise attractive, solely or in part based on an evaluation of the associated CFIUS risks. The parties to the Merger Agreement sought and obtained CFIUS approval for the Business Combination.
We receive a high degree of media attention around the world, partly due to the social and cultural sensitivities associated with the unique demographic group that we serve, all of which has affected, and could in the future affect, the reputation and market perception of our brand.
We receive a high degree of media attention around the world, partly due to the social and cultural sensitivities associated with the particular demographic group that we serve, all of which has affected, and could in the future affect, the reputation and market perception of our brand.
Cyber-attacks by third parties seeking unauthorized, unlawful, or accidental access, modification, destruction, loss, alternation, encryption or disclosure of confidential or sensitive information, including personal data regarding our users, or otherwise seeking to disrupt our ability to provide services, have become prevalent in our industry.
Cyber-attacks by third parties seeking unauthorized, unlawful, or accidental access; modification; destruction; loss; alteration; encryption or disclosure of confidential or sensitive information, including personal data regarding our users; or otherwise seeking to disrupt our ability to provide services have become prevalent in our industry.
If the use of third-party cookies or other tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur significant revenue loss.
If the use of third-party cookies or other tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur significant revenue loss or increased costs.
We do not fully or immediately monitor all user content or activities on our platform, so inappropriate content may be posted or shared and problematic activities may occur before we are able to take protective action, which could subject us to legal liability.
We do not fully or immediately monitor all user content or activities on our platform, so inappropriate content may be posted or shared and problematic activities may occur before we are able to take protective action, which could subject us to legal actions.
For example, the Fight Online Sex Trafficking Act of 2017 (“FOSTA”), provides potential civil remedies for certain victims of online sex trafficking crimes.
For example, the Fight Online Sex Trafficking Act of 2017 provides potential civil remedies for certain victims of online sex trafficking crimes.
Concerns about being identified or perceived in a certain way, as well as concerns about the collection, use, disclosure, or security of 16 Table of Contents personal data (including chat history) or other privacy-related or other matters, even if unfounded, could damage our reputation and discourage potential users from choosing our platform, all of which may adversely affect our business, financial condition, and results of operations.
Concerns about being identified or perceived in a certain way, as well as concerns about the collection, use, disclosure, or security of personal data (including chat history) or other privacy-related or other matters, even if unfounded, could damage our reputation and discourage potential users from choosing our platform, all of which may adversely affect our business, financial condition, and results of operations.
Negative publicity, especially when it is directly addressed against us, may also require us to engage in media campaigns which, in turn, may require us to increase our marketing expenses and divert our management’s attention and may adversely impact our business and results of operations.
Negative publicity, especially when it is directly addressed against us, may also require us to engage in media campaigns that, in turn, may require us to increase our marketing expenses and divert our management’s attention and may adversely impact our business and results of operations.
Still, we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments. In addition, third parties may attempt to fraudulently induce our employees or users to disclose information to gain access to our data or our users’ data.
Still, we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. In addition, third parties may attempt to fraudulently induce our staff or users to disclose information to gain access to our data or our users’ data.
There may be intellectual property or other rights held by others, including issued or pending patents, trademarks, that cover significant aspects of our products and services, and we cannot be sure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future.
There may be intellectual property or other rights held by others, including issued or pending patents, trademarks, that cover significant aspects of our products, services, content, and brand identifiers, and we cannot be sure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future.
In addition, we are continuously seeking to balance our growth objectives and monetization strategies with our desire to provide an optimal user experience, and we may not be successful in achieving a balance that continues to attract and retain users.
In addition, we are continuously seeking to balance our growth objectives and monetization strategies with our desire to provide an excellent user experience, and we may not be successful in achieving a balance that continues to attract and retain users.
If a significant number of our employees were to become unionized, our labor costs could increase and our business could be negatively affected by other requirements and expectations that could increase our costs, change our company culture, decrease our flexibility, and disrupt our business.
If a significant number of our employees were to become unionized, our labor costs could increase and our business could be negatively affected by other requirements and expectations that could increase our costs, reduce innovation, change our company culture, decrease our flexibility, and disrupt our business.
We may be held liable for the corrupt or other illegal activities of third-party business partners and intermediaries, or our employees, representatives, contractors, and other third parties, even if we do not explicitly authorize such activities. We maintain policies and procedures which we believe to be adequate and customary to support our compliance with applicable anti-corruption and anti-bribery laws.
We may be held liable for the corrupt or other illegal activities of third-party business partners and intermediaries, or our staff members, representatives, contractors, and other third parties, even if we do not explicitly authorize such activities. We maintain policies and procedures which we believe to be adequate and customary to support our compliance with applicable anti-corruption and anti-bribery laws.
In addition, the United Kingdom's exit from the European Union ("Brexit") and ongoing developments in the United Kingdom could result in the application of new data privacy and protection laws and standards to our activities in the United Kingdom and our handling of personal data of users located in the United Kingdom.
In addition, the United Kingdom’s exit from the European Union (“Brexit”) and ongoing developments in the United Kingdom could result in the application of new data privacy and protection laws and standards to our activities in the United Kingdom and our handling of personal data of users located in the United Kingdom.
Any number of factors can negatively affect user growth, engagement, and retention, including if: • we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing products and services that do not appeal to our users; • we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related to data privacy and the sharing of user data, safety, security, or well-being, among other factors; • technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise affect the user experience; • we fail to address user or regulatory concerns related to privacy, data security, personal safety, or other factors; • our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and share on third-party platforms; and • there are changes mandated by legislation, regulations, or other government actions.
Any number of factors can negatively affect user growth, engagement, and retention, including if: • we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing products and services that do not appeal to our users; • we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related to data privacy and the sharing of user data, safety, security, use of AI/ML technologies including generative AI, or well-being, among other factors; • technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise affect the user experience; • we fail to address user, legal, or regulatory concerns related to data privacy, data security, use of AI/ML technologies, personal safety, or other factors; • our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and share on third-party platforms; or • there are changes mandated by legislation, regulations, or other government actions.
Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. 31 Table of Contents The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
In addition, a labor dispute or union campaign involving some or all of our employees, may harm our reputation, disrupt our operations, and result in litigation expenses. We have limited insurance coverage concerning our business and operations.
In addition, a labor dispute or union campaign involving some or all of our employees, may harm our reputation, disrupt our operations, and result in legal expenses. We have limited insurance coverage concerning our business and operations.
Submission of a notification to CFIUS with respect to a Covered Transaction related to our business could result in significant transaction delays, as CFIUS’ review of a Covered Transaction can last between thirty days and several months, depending on the form of the filing, the complexity of the transaction, the nationality and identity of the parties, and the underlying national security risks associated with the Covered Transaction.
Submission of a notification to CFIUS with respect to a Covered Transaction related to our business could result in significant transaction delays, as CFIUS’ review of a Covered Transaction can last between thirty days and several months, if not longer, depending on the form of the filing, the complexity of the transaction, the nationality and identity of the parties, and the underlying national security risks associated with the Covered Transaction.
The risk of these or similar claims is enhanced in certain jurisdictions outside of the U.S. where our protection from liability for third-party actions may be unclear or nonexistent, where there are limited or no protections for the LGBTQ 38 Table of Contents community, and where we may be less protected under local laws than we are in the U.S.
The risk of these or similar claims is enhanced in certain jurisdictions outside of the U.S. where our protection from liability for third-party actions may be unclear or nonexistent, where there are limited or no protections for the LGBTQ community, and where we may be less protected under local laws than we are in the U.S.
In the event any court blocks direct collection of personal data or personal data transfers to or from a particular jurisdiction, this could give rise to operational interruption in the performance of services 36 Table of Contents for customers, greater costs to implement permissible alternative data transfer mechanisms, regulatory liabilities, or reputational harm and negative publicity.
In the event any court blocks direct collection of personal data or personal data transfers to or from a particular jurisdiction, this could give rise to operational interruption in the performance of services for customers, greater costs to implement permissible alternative data transfer mechanisms, regulatory liabilities, or reputational harm and negative publicity.
Our business could be materially adversely affected by the outbreak of a widespread health epidemic or pandemic, including the recent COVID-19 pandemic, the 2022 mpox outbreak and other newly declared public health emergencies.
Our business could be materially adversely affected by the outbreak of a widespread health epidemic or pandemic, including the COVID-19 pandemic, the mpox outbreak, and other newly declared public health emergencies.
See “— Risks Related to our Brand, Products and Services, and Operations—We rely primarily on the Apple App Store and Google Play Store as the channels for processing of payments.
See “ —Risks Related to our Brand, Products and Services, and Operations—We rely primarily on the Apple App Store and Google Play Store for distribution of and access to our products and services, and as the channels for processing of payments.
Apple, Google, and Facebook have broad discretion to change their terms and conditions in ways that could limit, eliminate, or otherwise interfere with our ability to use Apple IDs, Google usernames, or Facebook profiles as a registration method or to allow these entities to use such data to gain a competitive advantage.
Apple, Google, Facebook, and others have broad discretion to change their terms and conditions in ways that could limit, eliminate, or otherwise interfere with our ability to use Apple IDs, Google usernames, Facebook profiles, or other identifiers as a registration method or to allow these entities to use such data to gain a competitive advantage.
In addition, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays, other glitches, or outages that could temporarily make some or all of our systems or data unavailable and prevent our products and services from functioning properly for our users.
In addition, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays, other glitches, or outages that could temporarily make some or all of our systems or data unavailable and prevent our products and services 30 Table of Contents from functioning properly for our users.
It is likely that we would not be able to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could materially adversely affect our business, financial condition, and results of operations.
It is likely that we would not be able to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending 33 Table of Contents transactions may not be processed, which could materially adversely affect our business, financial condition, and results of operations.
In addition, Google has disclosed their intention to move away from third-party cookies to another form of persistent unique identifier, or UID, to identify individual internet users or internet-connected devices, and other browsers, such as Firefox and Safari, have already adopted similar measures.
In addition, Google has disclosed their intention to move away from third-party cookies in its Chrome browser to another form of persistent unique identifier, or UID, to identify individual internet users or internet-connected devices, and other browsers, such as Firefox and Safari, have already adopted similar measures.
These laws, such as the Utah Social Media Regulation Act, seek to limit social media companies from, among other things, displaying and targeting advertising to accounts held by minors (defined as those under 18) and provide certain rights to parents with respect to data of their children and access to social media platforms.
These laws, such as the Utah Social Media Regulation Act, seek to limit social media companies from, among other things, displaying and targeting advertising to accounts held by minors (defined as those under 18) and provide certain rights to parents with respect to their children's data and access to social media platforms.
We have significant internationally-sourced revenue, and as a result, we may face additional risks in connection with certain of our international operations that could adversely affect our financial results. We have significant internationally-sourced revenue and plan to continue the monetization efforts internationally, including through the translation of our products and services.
We have significant internationally-sourced revenue, and as a result, we may face additional risks in connection with certain of our international operations that could adversely affect our financial results. We have significant internationally-sourced revenue and plan to continue the monetization efforts internationally, including through the translation of our prod ucts and services.
The occurrence of any of these or other factors or our failure to effectively manage the complexity of our global operations could materially adversely affect our international operations, which could, in turn, negatively affect our business, financial condition, and results of operations. Our business and results of operations may be materially adversely affected by pandemics or other public health emergencies.
The occurrence of any of these or other factors or our failure to effectively manage the complexity of our global operations could materially adversely affect our international operations, which could, in turn, negatively affect our business, financial condition, and results of operations. 24 Table of Contents Our business and results of operations may be materially adversely affected by pandemics or other public health emergencies.
We face intense competition in the industry for well-qualified, highly skilled employees and our continued ability to compete effectively depends, in part, upon our ability to attract and retain new employees.
We face intense competition in the industry for well-qualified, highly skilled employees; our continued ability to compete effectively depends, in part, upon our ability to attract and retain outstanding employees.
Many companies in these industries, including many of our competitors, have substantially larger intellectual property portfolios than we do (and substantially more resources), which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for infringement, misappropriation, or other violations of patent or other intellectual property rights.
Many companies in these industries, including many of our competitors, have substantially larger intellectual property portfolios than we do (and substantially more resources), which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for infringement, misappropriation, or other violations of patent, trademark, or 34 Table of Contents other intellectual property rights.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology, which could increase the amount of taxes we pay. We are subject to regular review and audit by U.S. federal and state and foreign tax authorities.
The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could increase the amount of taxes we pay. We are subject to regular review and audit by U.S. federal and state and foreign tax authorities.
If we fail to protect our brand or reputation, given our reliance on the strength of our brand and organic growth, we may experience material adverse effects to the size, demographics, engagement, and loyalty of our user base, resulting in decreased revenue, fewer Grindr mobile application installs (or increased Grindr mobile application uninstalls), fewer conversions to premium subscription versions of our Grindr platform, or slower user growth rates, among other negative effects.
If we fail to protect our brand or reputation, given our reliance on the strength of our brand and organic growth, we may experience material adverse effects to the size, demographics, engagement, and loyalty of our user base, resulting in decreased revenue, fewer Grindr mobile application installs (or increased Grindr mobile application uninstalls), fewer conversions to premium subscriptions, or slower user growth rates, among other negative effects.
We have in the past experienced, and may in the future experience volatility in our user and revenue growth rates as a result of the COVID-19 pandemic and mpox. Part of our growth strategy includes increasing the number of international users and expanding into additional geographies.
We have in the past experienced and may in the future experience volatility in our user and revenue growth rates as a result of disease outbreaks, such as the COVID-19 pandemic and mpox. Part of our growth strategy includes increasing the number of international users and expanding into additional geographies.
In addition, effective intellectual property protection may not be available or may not be sought in every country in which our products and services are made available, or in every class of goods and services in which we operate, and contractual disputes may affect the use of marks governed by private contract.
In addition, effective intellectual property protection may not be available or we may not seek it in every country in which our products and services are made available, or in every class of goods and services in which we operate, and contractual disputes may affect the use of marks governed by private contract.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−0 removed16 unchanged
Biggest changeRisk Factors in this Annual Report on Form 10-K, including the section titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks on our systems or those of third parties upon which we rely, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, generate negative publicity, and materially and adversely affect our business. ” Governance Our Board of Directors oversees the Company’s risk management strategy with respect to cybersecurity threats as part of its general oversight function.
Biggest changeRisk Factors in this Annual Report, including the section titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks affecting our information technology systems or those of third parties with whom we work, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, disrupt the availability of our systems and services, generate negative publicity, and materially and adversely affect our business. ” Governance Our Board of Directors oversees the Company’s risk management strategy with respect to cybersecurity threats as part of its general oversight function.
The various risk management and reduction measures we implement for certain areas of our environment and systems include: maintaining policies and procedures designed to address cybersecurity threats, including an incident response plan, vulnerability management policy, and disaster recovery/business continuity plans; conducting internal and external audits designed to assess our exposure to certain cybersecurity threats, compliance with internal risk mitigation procedures, and effectiveness of relevant controls; conducting background checks on certain of our and our third parties’ personnel; adopting network security controls in certain environments and systems; segregating certain data; adopting physical and electronic access controls and; asset management procedures monitoring certain systems; implementing a vendor risk management program; training employees on security; conducting red/blue team exercises; maintaining cyber insurance; maintaining a dedicated information security staff; and using a third-party managed security operations center.
The various risk management and reduction measures we implement for certain areas of our environment and systems include: maintaining policies and procedures designed to address cybersecurity threats, including an incident response plan, vulnerability management policy, and disaster recovery/business continuity plans; conducting internal and external audits designed to assess our exposure to certain cybersecurity threats, compliance with internal risk mitigation procedures, and effectiveness of relevant controls; conducting background checks on certain of our and our third parties’ personnel; adopting network security controls in certain environments and systems; segregating certain data; adopting physical and electronic access controls and; asset management procedures monitoring certain systems; implementing a vendor risk management program; training staff on security; conducting red/blue team exercises; maintaining cyber insurance; maintaining a dedicated information security staff; and using a third-party managed security operations center.
Our cybersecurity risk management strategy relies on input from certain members of management, including our Senior Vice President of Engineering and Chief Information Security Officer (reporting to our Chief Executive Officer) in consultation with our General Counsel and Head of Global Affairs (reporting to our Chief Executive Officer), our Chief Privacy Officer (reporting to our General Counsel) and input from various leaders who participate in our Privacy and Security Council.
Our cybersecurity risk management strategy relies on input from certain members of management, including our Senior Vice President of Engineering and Chief Information Security Officer (“CISO”) (reporting to our Chief Executive Officer) in consultation with our General Counsel and Head of Global Affairs (reporting to our Chief Executive Officer), our Chief Privacy Officer (reporting to our General Counsel) and input from various leaders who participate in our Privacy and Security Council.
We seek to prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as exposure of customer data, interruption of services, ransomware, intrusion of networks, and data exfiltration or exposure. 43 Table of Contents Risk from cybersecurity threats are among those that we address in the Company’s general risk management program.
We seek to prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as exposure of customer data, interruption of services, ransomware, intrusion of networks, and data exfiltration or exposure. 50 Table of Contents Risk from cybersecurity threats are among those that we address in the Company’s general risk management program.
In addition, our incident response plan includes reporting to the Audit Committee of the Board of Directors for certain cybersecurity incidents. The Board of Directors, through its Audit Committee, holds at least quarterly meetings to discuss the matters within the Audit Committee’s scope, including to review and discuss our cybersecurity threat management.
In addition, our incident response plan includes reporting to the Audit Committee of the Board of Directors for certain cybersecurity incidents. 51 Table of Contents The Board of Directors, through its Audit Committee, holds at least quarterly meetings to discuss the matters within the Audit Committee’s scope, including to review and discuss our cybersecurity threat management.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our SVP Engineering and Chief Information Security Officer, General Counsel and Head of Global Affairs, and Chief Privacy Officer, as appropriate.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our CISO and SVP Engineering, General Counsel and Head of Global Affairs, and Chief Privacy Officer, as appropriate.
The Audit Committee also receives various reports, summaries or presentations related to cybersecurity threats risk and mitigation. 44 Table of Contents
The Audit Committee also receives various reports, summaries or presentations related to cybersecurity threats risk and mitigation.
Added
Our CISO leads our global information security organization responsible for overseeing the Grindr cybersecurity program which is designed to maintain the confidentiality, integrity and availability of Grindr's data assets. Our CISO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public and private companies.
Added
Team members who support our cybersecurity program have deep educational and industry experience. The CISO attends quarterly meetings with our Audit Committee and meets with Grindr's Board of Directors at least annually to brief them on security matters including ongoing cyber threats and risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease space at several locations across the United States, including in the San Francisco Bay Area, Chicago, and New York City. We consider our current office space adequate to meet our ongoing needs, particularly in light of our recently adopted hybrid return to office policy. However, from time to time we may evaluate additional or substitute office spaces.
Biggest changeWe also lease space at several locations across the United States, including in the San Francisco Bay Area, Chicago, and New York City. We consider our current office spaces adequate to meet our ongoing needs, particularly in light of our hybrid office policy. From time to time we may evaluate additional or substitute office spaces.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed3 unchanged
Biggest changeInformation relating to various commitments and contingencies is described in Note 21 to our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part I, Item 3.
Biggest changeInformation relating to various commitments and contingencies is described in Note 19 to our consolidated financial statements included in Part II, Item 8 in this Annual Report and the information discussed therein is incorporated by reference into this Part I, Item 3.
The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4. Mine Safety Disclosures Not applicable. 45 Table of Contents PART II
The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4. Mine Safety Disclosures Not applicable. 52 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and public warrants are listed on NYSE under symbols “GRND” and “GRND.WS”, respectively.
Biggest changeItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on NYSE under symbols “GRND”. On February 24, 2025, we completed the redemption of all outstanding warrants, and such warrants were delisted pursuant to a Form 25 filed on February 24, 2025 by the NYSE.
Securities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans in Item 12 of Part III of this Annual Report on Form 10-K is incorporated herein by reference. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.
Securities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans in Item 12 of Part III of this Annual Report is incorporated herein by reference. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.
Performance Graph As a smaller reporting company, we are not required to provide the performance graph required by Item 201(e) of Regulation S-K. Item 6. [Reserved.] 46 Table of Contents
Performance Graph As a smaller reporting company as of the year ended December 31, 2024, we are not required to provide the performance graph required by Item 201(e) of Regulation S-K. Item 6. [Reserved.] 53 Table of Contents
The actual number of holders of our common stock and public warrants is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares or warrants are held in street name by brokers or other nominees.
Holders As of close of business on March 5, 2025, there were 6 holders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.
Removed
Holders As of close of business on March 7, 2024, there were 7 holders of record of our common stock, 2 holders of record of our private warrants and 1 holder of record of our Public Warrants.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

100 edited+48 added−61 removed22 unchanged
Biggest changeYear Ended December 31, ($ in thousands) 2023 2022 Reconciliation of net (loss) income to Adjusted EBITDA Net (loss) income $ (55,768) $ 852 Interest expense, net (1) 46,007 31,538 Income tax provision (benefit) 4,023 (859) Depreciation and amortization 27,041 37,505 Transaction-related costs (2) — 6,499 Litigation related costs (3) 2,339 1,722 Stock-based compensation expense 15,824 28,586 Severance expenses (4) 9,355 — Management fees (5) (97) 644 Loss on extinguishment of debt 11,582 — Loss (gain) in fair value of warrant liability (6) 49,689 (21,295) Other expense (7) 163 — Adjusted EBITDA $ 110,158 $ 85,192 Revenue $ 259,691 $ 195,015 Net (loss) income margin (21.5) % 0.4 % Adjusted EBITDA Margin 42.4 % 43.7 % _________________ (1) Interest expense, net for the year ended December 31, 2022, included the interest expense recognized with the settlement of the Deferred Payment as discussed above.
Biggest changeYear Ended December 31, ($ in thousands) 2024 2023 Reconciliation of net loss to Adjusted EBITDA Net loss $ (131,001) $ (55,768) Interest expense, net 25,616 46,007 Income tax provision 12,711 4,023 Depreciation and amortization 16,910 27,041 Litigation related costs (1) 1,190 2,339 Stock-based compensation expense 37,272 15,824 Change in fair value of warrant liability (2) 184,557 49,689 Severance expenses (3) 58 9,355 Management fees (4) — (97) Loss on extinguishment of debt — 11,582 Other expense (5) — 163 Adjusted EBITDA $ 147,313 $ 110,158 Revenue $ 344,636 $ 259,691 Net loss margin (38.0) % (21.5) % Adjusted EBITDA Margin 42.7 % 42.4 % Reconciliation of net cash provided by operating activities to free cash flow Net cash provided by operating activities $ 94,957 $ 36,147 Less: Capitalized development software costs and purchases of property and equipment (5,345) (4,230) Free cash flow $ 89,612 $ 31,917 Operating cash flow conversion (6) (72.5) % (64.8) % Free cash flow conversion 60.8 % 29.0 % _________________ (1) Litigation-related costs primarily represent external legal fees associated with outstanding litigation or regulatory matters, including fees incurred in connection with the potential Norwegian Data Protection Authority fine and CWA unionization.
Cash flows used in financing activities Net cash used in financing activities for the year ended December 31, 2023 was $13.0 million, resulting primarily from net borrowings of $23.1 million and payment of an early termination fee of $6.3 million in connection with the refinancing of our credit agreement in November 2023, partially offset by proceeds of $19.4 million received upon repayment in full of our related party note to Catapult GP II LP.
Net cash used in financing activities for the year ended December 31, 2023 was $13.0 million, resulting primarily from net borrowings of $23.1 million and payment of an early termination fee of $6.3 million in connection with the refinancing of our credit agreement in November 2023, partially offset by proceeds of $19.4 million received upon repayment in full of our related party note to Catapult GP II LP.
Cost of revenue consists primarily of the distribution fees we pay to Apple and Google, infrastructure costs associated with supporting the Grindr platform, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve ensuring that users are complying with our community standards. Selling, general, and administrative expenses.
Cost of revenue consists primarily of the distribution fees we pay to Apple and Google Play, infrastructure costs associated with supporting the Grindr platform, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve ensuring that users are complying with our community standards. Selling, general and administrative expenses.
If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the credit agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the credit agreement while an event of default is continuing.
If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.
The credit agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions. The credit agreement contains certain customary events of default.
The 2023 Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The 2023 Credit Agreement contains certain customary events of default.
Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the credit agreement and all obligations of Grindr Capital LLC under the credit agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries, and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC and the guarantor subsidiaries.
Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the 2023 Credit Agreement and all obligations of Grindr Capital LLC under the 2023 Credit Agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries.
Borrowings under our new credit agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the credit agreement), the Federal Funds Rate (as defined in the credit agreement) plus 0.50%, or one-month Term SOFR (as defined in the credit agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR; in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings.
Borrowings under our the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings.
The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the credit agreement bear interest at the Alternate Base Rate plus the applicable margin.
The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin.
Selling, general and administrative expenses consists primarily of compensation and other employee-related costs, professional fees, sales and marketing expenditures, and general administrative expenses, including facilities, insurance, and information technology and infrastructure support.
Selling, general and administrative expenses consists primarily of compensation and other employee-related costs, professional fees, sales and marketing expenditures, and general and administrative expenses, including facilities, insurance, and information technology support.
A Paying User who is both a subscriber and an add-on purchaser in the same day will be counted as one Average Paying User. Duplicate Paying Users may exist if the same individual holds more than one Grindr subscription during the same period. We are focused on building new products and improving on existing ones to drive payer conversion.
A Paying User who is both a subscriber and an add-on purchaser on the same day will be counted as one Paying User. Duplicate Paying Users may exist if the same individual holds more than one Grindr subscription during the same period. We are focused on building new products and improving on existing ones to drive payer conversion.
Direct Revenue. Direct Revenue is reported gross of fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenues are generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month and twelve-month periods.
Direct revenue is reported gross of distribution fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month and twelve-month periods.
These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with GAAP.
While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.
Other Matter Organization for Economic Cooperation and Development Base Erosion and Profit Shifting Project - Pillar 2 Changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Cooperation and Development ("OECD").
Other Matter Organization for Economic Cooperation and Development Base Erosion and Profit Shifting Project - Pillar 2 Changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Cooperation and Development (“OECD”).
(Loss) gain in fair value of warrant liability . (Loss) gain in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, the warrants are remeasured from the publicly traded quotes from the active market.
Loss in fair value of warrant liability. Loss in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market.
As we scale and our community grows larger, we are able to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users.
As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users.
We calculate ARPU based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period. We believe ARPU is a useful metric for assessing the growth of our business and future revenue trends.
We calculate Average Total Revenue Per User (“ARPU”) based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period. We believe ARPU is a useful metric for assessing the growth of our business and future revenue trends.
Loss on extinguishment of debt Loss on extinguishment of debt for the year ended December 31, 2023, was $11.6 million due to the loss recognized on the early termination of our prior credit facility with Fortress Credit Corp. Refer to Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Loss on extinguishment of debt Loss on extinguishment of debt for the year ended December 31, 2023, was $11.6 million due to the loss recognized on the early termination of our prior credit facility with Fortress Credit Corp. Refer to Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information.
Cash flows used in investing activities Net cash used in investing activities in the year ended December 31, 2023, consisted of additions to capitalized software of $3.7 million as well as purchases of property and equipment of $0.5 million.
Net cash used in investing activities in the year ended December 31, 2023, consisted of additions to capitalized software development costs of $3.7 million as well as purchases of property and equipment of $0.5 million.
Senior Secured Credit Facility In November 2023, we refinanced our existing credit facility with a new $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the "2023 Credit Agreement") that governs the term loan and revolving credit facility.
In November 2023, we refinanced our existing credit facility with a new $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility.
Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Item 1A. " Risk Factors " in this Annual Report on Form 10-K.
Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Item 1A. “ Risk Factors ” in this Annual Report.
See “ Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.
See “ Management’s Discussion and Analysis of 55 Table of Contents Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report.
Recently Issued and Adopted Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Recently Issued and Adopted Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information.
Our advertising operations provide advertisers with the opportunity to target and directly reach our community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, entertainment, and consumer goods.
We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods.
If we receive unfavorable results in one or more legal proceedings, we could be required to make substantial cash payments. See Note 21 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
If we receive unfavorable results in one or more legal proceedings, we could be required to make substantial cash payments. See Note 19 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information.
We measure the fair value of restricted stock units that are subject to market conditions and are liability-classified using a Monte Carlo simulation model. Prior to vesting, compensation expense is recognized over the derived service period, which is determined at the grant date. The Monte-Carlo model is updated to measure the fair value of the liability at each reporting period.
Stock-based Compensation We measure the fair value of restricted stock units that are subject to market conditions using a Monte Carlo simulation model. Prior to vesting, compensation expense is recognized over the derived service period, which is determined at the grant date.
We also exclude devices where all linked profiles have been banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period.
We exclude devices with linked profiles banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period.
Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA and Adjusted EBITDA margin, as described below, to understand and evaluate our core operating performance.
Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, to understand and evaluate our core operating performance.
While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which we derived 85.1% and 86.9% of our total revenues for the years ended December 31, 2023 and 2022, respectively.
While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which together we derived 84.7% and 85.1% of our total revenues for the years ended December 31, 2024 and 2023, respectively.
We use Average MAUs to measure the number of active users on our platform on a monthly basis. We believe Average MAUs is a useful metric for assessing the health of our business and our growth in users. • ARPU.
We use Average MAUs to measure the 56 Table of Contents number of active users on our platform on a monthly basis. We believe Average MAUs is a useful metric for assessing the health of our business and our growth in users. • Average Paying User Penetration.
The determination of the peer group is inherently uncertain and changes in the assumption could have a material impact on the liability of the market-based awards.
The determination of the peer group is inherently uncertain and changes in the assumption could have a material impact on the fair value of the liability classified awards.
We believe Average Paying Users is a useful metric for assessing the health of our business, the growth of our Paying Users, and our paid penetration. • ARPPU. We calculate ARPPU based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period divided by the number of months in the period.
We calculate Average Direct Revenue Per Paid User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period. We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends. • ARPU.
During the year ended December 31, 2023, our operations provided $36.1 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including $49.7 million in loss in fair value of warrant liability, $27.0 million in depreciation and amortization, stock-based compensation of $15.8 million, and the recognition of a loss on extinguishment of debt of $11.6 million, partially offset by a decrease in net working capital of $7.3 million, primarily from $11.9 million decrease in account receivables due to increase in direct revenue and indirect revenue during the year, this is offset by $4.7 million increase in accrued expenses and other current liabilities due to the timing of payments and certain litigation-related funds received from escrow, See Note 21 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
During the year ended December 31, 2023, our operations provided $36.1 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $49.7 million, depreciation and amortization of $27.0 million, stock-based compensation of $15.8 million, and the recognition of a loss on extinguishment of debt of $11.6 million, partially offset by the cash flow impact from a change in net working capital of $7.3 million, primarily from $11.9 million increase in account receivables due to increase in direct revenue and indirect revenue during the year, which was offset by $4.7 million increase in accrued expenses and other current liabilities due to the timing of payments and certain litigation-related funds received from escrow.
Our ARPPU increased mainly as a result of improved product mix with subscription products with higher average monthly price and an increase in the price of Boost. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and focus on generating more Paying Users.
Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and focus on generating more Paying Users.
Any additional equity financing may be dilutive to existing stockholders. We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources. As of December 31, 2023, we had cash and cash equivalents of $27.6 million.
We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources. As of December 31, 2024, we had cash and cash equivalents of $59.2 million.
For the years ended December 31, 2023 and 2022, our Average Paying Users were approximately 937 thousand and 788 thousand, respectively, representing an increase of 18.9% year-over-year. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings.
For the years ended December 31, 2024 and 2023, our Average Paying Users were 1.1 million and 0.9 million, respectively, representing an increase of 14.8% year-over-year. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings.
This resulted in a net loss margin of 21.5% and net income margin of 0.4%, respectively. • Adjusted EBITDA of $110.2 million and $85.2 million, respectively. The increase for the year ended December 31, 2023 compared to the year ended December 31, 2022 was $25.0 million, or 29.3%. This resulted in an Adjusted EBITDA margin of 42.4% and 43.7%, respectively.
This resulted in a net loss margin of 38.0% and 21.5%, respectively. • Adjusted EBITDA of $147.3 million and $110.2 million, respectively. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $37.1 million, or 33.7%. This resulted in an Adjusted EBITDA margin of 42.7% and 42.4%, respectively.
We offer a diverse range of advertising opportunities to advertisers, such as in-app banners, full-screen interstitials, rewarded video, and other customized units, typically on a cost per mille ("CPM") basis. We contract with a variety of third-party ad platforms to market and sell a portion of our digital and mobile advertising inventory on the Grindr platform.
We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform.
The OECD, representing a coalition of member countries, has recommended changes to long-standing tax principles related to transfer pricing and has developed model rules, including establishing a global minimum corporate income tax tested on a jurisdictional basis 60 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (referred to as "Pillar Two").
The OECD, representing a 66 Table of Contents coalition of member countries, has recommended changes to long-standing tax principles related to transfer pricing and has developed model rules, including establishing a global minimum corporate income tax tested on a jurisdictional basis (referred to as “Pillar Two”).
We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of additional indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain additional covenants that restrict operations, including our ability to raise additional capital.
If we raise additional funds through the incurrence of additional indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain additional covenants that restrict operations, including our ability to raise additional capital. Any additional equity financing may be dilutive to existing stockholders.
For the year ended December 31, 2023, we were not required to make any mandatory repayments. 59 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The credit agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio.
For the years ended December 31, 2024 and 2023, we were not required to make any mandatory repayments. The 2023 Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio.
Product development expense Product development expense for the years ended December 31, 2023 and 2022 was $29.3 million and $17.9 million, respectively.
Product development expense Product development expense for the years ended December 31, 2024 and 2023, was $32.8 million and $29.3 million, respectively.
Revenue from North America increased by $31.4 million, or 24.6%, to $159.0 million in the year ended December 31, 2023 as compared to $127.6 million in the year ended December 31, 2022.
Revenue from North America increased by $49.6 million, or 31.2%, to $208.6 million in the year ended December 31, 2024, as compared to $159.0 million for the year ended December 31, 2023.
Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, enhancement of product offerings and related technology, as well as related software costs. Depreciation and Amortization. Depreciation is primarily related to computers, equipment, furniture, fixtures, and leasehold improvements.
Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, and enhancement of product offerings, related technology, and related software costs. Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements. Amortization is primarily related to capitalized software development costs and acquired definite-lived intangible assets (customer relationships, technology, etc.).
In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 13.2% of total revenue for the year ended December 31, 2023, which includes, both first-party and third-party advertising. We provide advertisers with the opportunity to directly target and reach our community.
In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 15.6% and 13.2% of total revenue for the years ended December 31, 2024 and 2023, respectively. Indirect revenue includes both first-party and third-party advertising.
The increase for the year ended December 31, 2023 compared to the year ended December 31, 2022 was $64.7 million, or 33.2%. • Net loss of $55.8 million and net income of $0.9 million, respectively. Net income decreased for the year ended December 31, 2023 compared to the year ended December 31, 2022 was $56.7 million.
The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $84.9 million, or 32.7%. • Net loss of $131.0 million and $55.8 million, respectively. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $75.2 million.
Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws. 53 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Year Ended December 31, ($ in thousands) 2023 % of Total Revenue 2022 % of Total Revenue Consolidated Statements of Operations and Comprehensive (Loss) Income Revenue $ 259,691 100.0 % $ 195,015 100.0 % Operating costs and expenses Cost of revenue (exclusive of depreciation and amortization shown separately below) 67,458 26.0 % 51,280 26.3 % Selling, general and administrative expense 80,417 31.0 % 75,295 38.6 % Product development expense 29,327 11.3 % 17,900 9.2 % Depreciation and amortization 27,041 10.4 % 37,505 19.2 % Total operating expenses 204,243 78.6 % 181,980 93.3 % Income from operations 55,448 21.4 % 13,035 6.7 % Other income (expense) Interest expense, net (46,007) (17.7) % (31,538) (16.2) % Other income (expense), net 85 — % (2,799) (1.4) % Loss on extinguishment of debt (11,582) (4.5) % — — % (Loss) gain in fair value of warrant liability (49,689) (19.1) % 21,295 10.9 % Total other expense, net (107,193) (41.3) % (13,042) (6.7) % Net loss before income tax (51,745) (19.9) % (7) — % Income tax provision (benefit) 4,023 1.5 % (859) (0.4) % Net (loss) income and comprehensive (loss) income $ (55,768) (21.5) % $ 852 0.4 % Revenue Revenue for the years ended December 31, 2023 and 2022 was $259.7 million and $195.0 million, respectively.
Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws. 59 Table of Contents Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Year Ended December 31, ($ in thousands) 2024 % of Total Revenue 2023 % of Total Revenue Consolidated Statements of Operations and Comprehensive Loss Revenue $ 344,636 100.0 % $ 259,691 100.0 % Operating costs and expenses Cost of revenue (exclusive of depreciation and amortization shown separately below) 87,579 25.4 % 67,458 26.0 % Selling, general and administrative expense 114,742 33.3 % 80,417 31.0 % Product development expense 32,807 9.5 % 29,327 11.3 % Depreciation and amortization 16,910 4.9 % 27,041 10.4 % Total operating expenses 252,038 73.1 % 204,243 78.6 % Income from operations 92,598 26.9 % 55,448 21.4 % Other income (expense) Interest expense, net (25,616) (7.4) % (46,007) (17.7) % Other (expense) income, net (715) (0.2) % 85 — % Loss on extinguishment of debt — — % (11,582) (4.5) % Loss in fair value of warrant liability (184,557) (53.6) % (49,689) (19.1) % Total other expense, net (210,888) (61.2) % (107,193) (41.3) % Net loss before income tax (118,290) (34.3) % (51,745) (19.9) % Income tax provision 12,711 3.7 % 4,023 1.5 % Net loss and comprehensive loss $ (131,001) (38.0) % $ (55,768) (21.5) % Revenue Revenue for the years ended December 31, 2024 and 2023, was $344.6 million and $259.7 million, respectively.
Interest expense, net consists of interest income received on a promissory note to a member and interest expense incurred in connection with our long-term debt and revolving credit facility and loss on settlement of Deferred Payment (defined below). Other income (expense), net .
Other income (expense) Interest expense, net . Interest expense, net consists of interest expense incurred in connection with our long-term debt and revolving credit facility, net of interest income received on a promissory note to a member. Other (expense) income, net . Other (expense) income, net consists of realized and unrealized exchange rate gains or losses.
The $16.2 million increase, or 31.6%, was primarily due to growth in distribution fees of $14.8 million, which is consistent with our direct revenue growth, and increased infrastructure costs of $1.2 million. Selling, general and administrative expense Selling, general and administrative expense for the years ended December 31, 2023 and 2022 was $80.4 million and $75.3 million, respectively.
The $20.1 million increase, or 29.8%, was primarily due to a $14.9 million increase in app store distribution fees (consistent with direct revenue growth), and increased infrastructure costs of $5.1 million. Selling, general and administrative expense Selling, general and administrative expense for the years ended December 31, 2024 and 2023, was $114.7 million and $80.4 million, respectively.
The $10.5 million decrease, or 28.0%, was primarily due to acquired intangibles amortization from an acquisition in June 2020, that included a $5.9 million decrease due to customer relationships intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2022, and a $7.0 million decrease due to technology intangibles that had a three-year useful life which was fully amortized in the second quarter of 2023.
There was a $5.3 million decrease due to technology intangibles that had a three-year useful life, which were fully amortized in the second quarter of 2023, and a $4.4 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2023.
Revenue from the remainder of the world increased by $13.2 million, or 51.7%, to $38.8 million in the year ended December 31, 2023 as compared to $25.6 million in the year ended December 31, 2022. 54 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cost of revenue Cost of revenue for the years ended December 31, 2023 and 2022 was $67.5 million and $51.3 million, respectively.
Revenue from the remainder of the world increased by $13.9 million, or 35.9%, to $52.7 million in the year ended December 31, 2024, as compared to $38.8 million in the year ended December 31, 2023. 60 Table of Contents Cost of revenue Cost of revenue for the years ended December 31, 2024 and 2023, was $87.6 million and $67.5 million, respectively.
During this same period, revenue from Europe increased by $20.1 million, or 47.9%, to $61.9 million in the year ended December 31, 2023 as compared to $41.8 million in the year ended December 31, 2022.
During this same period, revenue from Europe increased by $21.5 million, or 34.7%, to $83.4 million in the year ended December 31, 2024, as compared to $61.9 million in the year ended December 31, 2023.
We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.
We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. As noted above, in January 2025, we provided notice that we would redeem all of our outstanding Warrants on February 24, 2025.
During the year ended December 31, 2022, our operations provided $50.6 million of cash, which was primarily attributable to our net income of $0.9 million, adjusted for non-cash items, including $37.5 million in depreciation and amortization, $11.9 million in loss in extinguishment of Deferred Payment (defined below), and $21.3 million in gain in fair value change in warrant liability and increase in working capital of $2.5 million, primarily from $10.2 million increase in accrued expenses and other current liabilities due to timing of payments, offset by $4.8 million decrease in account receivables due to increase in direct and indirect revenue during the year.
During the year ended December 31, 2024, our operations provided $95.0 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $184.6 million, stock-based compensation of $37.3 million, and depreciation and amortization of $16.9 million, partially offset by the cash flow impact from a change in net working capital of $8.8 million, primarily from a $15.0 million increase in accounts receivable due to increase in direct revenue and indirect revenue during the year, which was offset by $6.8 million increase in accrued expenses and other current liabilities due to timing of payments.
The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan.
Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan.
Income tax provision (benefit) Income tax provision (benefit) represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate.
In February 2025, we completed the redemption of all outstanding public and private warrants. Income tax provision Income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate.
We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends. • Average MAUs. A MAU is a unique device that demonstrates activity on the Grindr platform during any given calendar month. Activity on the platform is defined as opening the app, chatting with another user, or viewing the cascade of other users.
We believe Average Paying Users is a useful metric for assessing the health of our business. • Average MAUs. A Monthly Active User (“MAU”) is a unique device that demonstrates activity on the Grindr platform during any given calendar month. Activity on the platform is defined as opening the app, sending or receiving a chat, or viewing another person's profile.
As of March 7, 2024, $300.0 million was outstanding under the term loan and $22.4 million was outstanding under the revolving credit facility. In January 2024, we repaid $22.0 million under our revolving credit facility.
As of December 31, 2024, $282.0 million was outstanding under the term loan and $11.6 million was outstanding under the revolving credit facility. In January 2024, April 2024, and June 2024, we repaid $22.0 million, $7.0 million, and $3.8 million, respectively, under our revolving credit facility.
Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the LGBTQ social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.
We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.
Advertisers on our Grindr platform span across many different industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our advertisers a diverse range of advertising opportunities, including in-app banners, full-screen interstitials, and other customized units, typically sold on an impressions basis.
We have attracted advertisers from a diverse array of industries, including healthcare, gaming, travel, entertainment, and consumer goods. We offer a diverse range of advertising opportunities to advertisers, such as in-app banners, full-screen interstitials, and other customized units, typically on a CPM basis.
Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business. International market pricing and changes in foreign exchange rates The Grindr platform has MAUs in over 190 countries and territories.
Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business.
We define Adjusted EBITDA as net (loss) income excluding income tax provision (benefit); interest expense, net; depreciation and amortization; stock-based compensation expense; severance; transaction-related costs; litigation-related costs for matters unrelated to the Company's ongoing business; Legacy Grindr management fees; loss on extinguishment of debt; (loss) gain in fair value of warrant liability; and other expense.
We define Adjusted EBITDA as net loss excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; loss in fair value of warrant liability; and severance expense, litigation-related costs, and other items, in each case, that are unrelated to our core ongoing business operations.
In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations. Key Components of Our Results of Operations Revenue We currently generate revenue from two revenue streams—Direct Revenue and Indirect Revenue.
Our international businesses typically earn revenues in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.
Direct Revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect Revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from premium add-ons and subscription offerings, contributing to increase in Direct Revenue over time.
As we continue to expand our revenue streams, we anticipate increasing monetization from premium add-ons and subscription offerings, contributing to an increase in direct revenue over time, and increasing our advertising inventory, contributing to an increase in indirect revenue over time. Direct Revenue.
(7) Other expense represents other costs that are unrelated to Grindr's core ongoing business operations. 57 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2023 and 2022 The following table summarizes our total cash and cash equivalents: Year Ended December 31, ($ in thousands) 2023 2022 Cash and cash equivalents, including restricted cash (as of the end of period) $ 28,998 $ 10,117 Net cash provided by (used in): Operating activities $ 36,147 $ 50,644 Investing activities (4,230) (5,585) Financing activities (13,036) (52,112) Net change in cash and cash equivalents $ 18,881 $ (7,053) Cash flows provided by operating activities Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales.
(6) Operating cash flow conversion represents net cash provided by operating activities as a percentage of net loss. 63 Table of Contents Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2024 and 2023 The following table summarizes our total cash and cash equivalents: Year Ended December 31, ($ in thousands) 2024 2023 Cash and cash equivalents, including restricted cash (as of the end of period) $ 59,757 $ 28,998 Net cash provided by (used in): Operating activities $ 94,957 $ 36,147 Investing activities (5,345) (4,230) Financing activities (58,853) (13,036) Net change in cash and cash equivalents $ 30,759 $ 18,881 Cash flows provided by operating activities Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales.
Direct Revenue is revenue generated by our users who pay for subscriptions or add-ons to access premium features. Indirect Revenue is generated by third parties who pay us to advertise to our users. Direct Revenue is driven by our subscription revenue and premium add-ons. Our current subscription offerings are Grindr XTRA and Grindr Unlimited.
Key Components of Our Results of Operations Revenue We currently generate revenue from two revenue streams — direct revenue and indirect revenue. Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users.
Our international revenues represented 41.7% and 37.4% of total revenue for the years ended December 31, 2023 and 2022, respectively. We vary our pricing to align with relative value to local competitors. Our international businesses typically earn revenues in local currencies.
International market pricing and changes in foreign exchange rates The Grindr platform has MAUs in over 190 countries and territories. Our international revenues represented 42.2% and 41.7% of total revenue for the years ended December 31, 2024 and 2023, respectively. We vary our pricing to align with relative value to local competitors.
We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio.
We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio. 65 Table of Contents The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028.
In August and September 2023, the labor union filed with the NLRB a total of three unfair practice charges against us and requested injunctive relief under Sec. 10(j) of the National Labor Relations Act. Acting on the petition, the NLRB conducted a secret-ballot election in November and December 2023, which remained ongoing as of December 31, 2023.
CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in Item 1A. “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Overview Grindr Inc.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in Part I, Item 1A.
(4) Severance expenses related to severance incurred for employees who elected not to relocate or participate in our RTO Plan and other severance arrangements. (5) Management fees represent administrative costs associated with San Vicente Holdings LLC's ("SVE") administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the Business Combination.
(4) Management fees represent administrative costs associated with San Vicente Holdings LLC's administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the Business Combination. In September 2023, certain management fees previously accrued were forgiven. (5) Other represents other costs that are unrelated to our core ongoing business operations.
Adjusted EBITDA adjusts for the impact 56 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS of items that we do not consider indicative of the operational performance of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA adjusts for the impact of items that we do not consider indicative of the operational performance of our business.
Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. We exclude the above items as some are non-cash in nature, and others may not be representative of normal operating results.
We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results.
Net cash used in investing activities in the year ended December 31, 2022, consisted of additions to capitalized software of $5.2 million as well as purchases of property and equipment of $0.4 million.
See Note 19 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information. Cash flows used in investing activities Net cash used in investing activities in the year ended December 31, 2024, consisted of additions to capitalized software development costs of $4.4 million, as well as purchases of property and equipment of $0.9 million.
Operating and Financial Metrics Year Ended December 31, (in thousands, except ARPPU and ARPU) 2023 2022 Key Operating Metrics Average Paying Users 937 788 Average Direct Revenue per Average Paying User ("ARPPU") $ 20.05 $ 17.28 Average Monthly Active Users ("Average MAUs") 13,268 12,246 Average Total Revenue per User ("ARPU") $ 1.63 $ 1.33 49 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Year Ended December 31, ($ in thousands) 2023 2022 Key Financial and Non-GAAP Metrics (1) Revenue $ 259,691 $ 195,015 Direct revenue $ 225,285 $ 163,308 Indirect revenue $ 34,406 $ 31,707 Net (loss) income $ (55,768) $ 852 Net (loss) income margin (21.5) % 0.4 % Adjusted EBITDA $ 110,158 $ 85,192 Adjusted EBITDA Margin 42.4 % 43.7 % Net cash provided by operating activities $ 36,147 $ 50,644 (1) See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures ” for additional information and a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDA Margin. • Average Paying Users.
Operating and Financial Metrics Year Ended December 31, (in thousands, except ARPPU and ARPU) 2024 2023 Key Operating Metrics Average Paying Users 1,076 937 Average Monthly Active Users ("Average MAUs") 14,248 13,268 Average Paying User Penetration 7.6 % 7.1 % Average Direct Revenue per Average Paying User ("ARPPU") $ 22.53 $ 20.05 Average Total Revenue per User ("ARPU") $ 2.02 $ 1.63 Year Ended December 31, ($ in thousands) 2024 2023 Key Financial and Non-GAAP Metrics (1) Revenue $ 344,636 $ 259,691 Direct revenue $ 290,890 $ 225,285 Indirect revenue $ 53,746 $ 34,406 Net loss $ (131,001) $ (55,768) Net loss margin (38.0) % (21.5) % Adjusted EBITDA $ 147,313 $ 110,158 Adjusted EBITDA Margin 42.7 % 42.4 % Net cash provided by operating activities $ 94,957 $ 36,147 Operating cash flow conversion (72.5) % (64.8) % Free cash flow $ 89,612 $ 31,917 Free cash flow conversion 60.8 % 29.0 % (1) See “—Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures. • Average Paying Users.
As foreign currency exchange rates change, foreign currency exchange risk related to transactions carried out in a currency other than the U.S. dollar could negatively impact revenue and distort year-over-year comparability of operating results. To the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Average Paying Users.
Our pricing is in local currency and may vary between markets. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could negatively impact revenue and distort year-over-year comparability of operating results.
Depreciation and amortization Depreciation and amortization for the years ended December 31, 2023 and 2022 was $27.0 million and $37.5 million, respectively.
Net loss Net loss for the years ended December 31, 2024 and 2023, was $131.0 million and $55.8 million, respectively.
Interest expense, net Interest expense, net for the years ended December 31, 2023 and 2022 was $46.0 million and $31.5 million, respectively, which represents an increase of $14.5 million, or 46.0%.
Other (expense) income, net Other (expense) income, net for the years ended December 31, 2024 and 2023, was net other expense of $0.7 million and net other income $0.1 million, respectively.
Sources of Liquidity Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, borrowings under our credit facilities, and the sale of equity. To the extent existing cash and investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds.
To the extent existing cash and investments and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item. 61 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk For the year ended December 31, 2024, we were a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item. 67 Table of Contents

Other GRND 10-K year-over-year comparisons