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8-K - CURRENT REPORT - SPARK NETWORKS INC | lov_8k.htm |
Exhibit 99.1
SPARK NETWORKS® REPORTS FIRST
QUARTER 2017 RESULTS
LOS
ANGELES, Calif., May 2, 2017 --
Spark Networks,
Inc. (NYSE MKT: LOV)
reported first quarter 2017 financial results today.
On May
2, 2017, Spark Networks, Inc. entered into a definitive agreement
with Affinitas GmbH (“EliteSingles”), which operates
premium online dating platforms EliteSingles, eDarling and
Attractive World to combine in a stock-for-stock
merger.
The new
public entity is expected to be listed on the NYSE MKT exchange
through an American Depositary Receipt. After completion of the
merger, EliteSingles shareholders will own approximately 75% of the
combined company and Spark shareholders will own approximately 25%.
The transaction has been approved by Spark’s Board of
Directors and is expected to close in the fourth quarter of 2017,
subject to Spark shareholder approval and the satisfaction of
certain other customary closing conditions. Shareholders,
representing approximately 35% of the outstanding Spark shares,
have agreed to vote their shares in favor of the
transaction.
Spark
Networks, Inc. will not conduct a first quarter results conference
call; however, Spark and EliteSingles will host a joint conference
call at 7:30 AM Pacific time tomorrow, May 3, 2017, to discuss the
transaction.
Key Quarterly Metrics
|
Q1
2017
|
Q4
2016
|
Q1
2016
|
Revenue
|
$7.3
Million
|
$7.7
Million
|
$9.9
Million
|
Contribution1
|
$5.8
Million
|
$7.1
Million
|
$4.8
Million
|
Net
Loss
|
$(2.1)
Million
|
$(3.7)
Million
|
$(3.4)
Million
|
Adjusted EBITDA2
|
$131
Thousand
|
$1.8
Million
|
$(2.3)
Million
|
Cash
Balance
|
$10.8
Million
|
$11.4
Million
|
$4.1
Million
|
Period Ending Subs3
|
119,540
|
142,372
|
198,238
|
Avg. Paying Subs3
|
130,441
|
150,675
|
199,451
|
ARPU
|
$18.38
|
$16.89
|
$16.12
|
First Quarter 2017 Financial Results
Revenue: For the first quarter
of 2017, total revenue was $7.3 million, a decrease of 26% compared
to the year ago period, and a 6% decrease from the prior quarter.
The year over year and sequential decreases were primarily driven
by a decrease in average paying subscribers, reflecting reduced
direct marketing investment in the Jewish and Christian Networks.
These decreases were partially offset by year over year and
sequential increases in ARPU of 14% and 9%,
respectively.
Contribution: Contribution was
$5.8 million in the quarter, an increase of 21% compared to the
year ago period, and an 18% decrease from the prior quarter. Our
contribution margin decreased to 80% from 91% in the prior quarter
and increased from 49% in the year ago period. Total direct
marketing expenses decreased 72% to $1.4 million in the first
quarter of 2017 as compared to $5.0 million in the prior year
period.
Net Loss: Net Loss was $(2.1)
million in the quarter, a $1.3 million improvement versus the year
ago period and a $1.6 million improvement from the prior
quarter.
Adjusted EBITDA: For the first
quarter of 2017, Adjusted EBITDA was $131,000, an increase of $2.4
million versus the year ago period and a decrease of $(1.6) million
from the prior quarter. The sequential Adjusted EBITDA decline from
the prior quarter was partially driven by a $475,000 legal accrual
for the settlement of an ongoing legal matter.
Cash: Cash provided by
operating activities in the first quarter was $49,000. At March 31,
2017, the Company had $10.8 million in cash and cash equivalents, compared to
$11.4 million at the end of the prior quarter. At quarter end, the
Company had no outstanding debt.
SPARK NETWORKS, INC.
SEGMENT4
RESULTS FROM OPERATIONS
(in
thousands except subscriber and ARPU information)
|
Q1 2017
|
Q4 2016
|
Q3
2016
|
Q2 2016
|
Q1 2016
|
Q1 '17 v. Q1 '16
|
Q1 '17 v. Q4 '16
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
Jewish
Networks
|
$3,148
|
$3,136
|
$3,322
|
$3,628
|
$3,995
|
-21.2%
|
0.4%
|
Christian
Networks
|
3,813
|
4,262
|
4,673
|
5,044
|
5,405
|
-29.5%
|
-10.5%
|
Other
Networks
|
286
|
335
|
385
|
413
|
438
|
-34.7%
|
-14.6%
|
Offline
& Other Businesses
|
17
|
10
|
11
|
13
|
21
|
-19.0%
|
70.0%
|
Total Revenue
|
$7,264
|
$7,743
|
$8,391
|
$9,098
|
$9,859
|
-26.3%
|
-6.2%
|
|
|
|
|
|
|
|
|
Direct Mktg. Exp.
|
|
|
|
|
|
|
|
Jewish
Networks
|
$570
|
$316
|
$420
|
$372
|
$497
|
14.6%
|
80.4%
|
Christian
Networks
|
803
|
316
|
750
|
1,001
|
4,420
|
-81.8%
|
154.0%
|
Other
Networks
|
60
|
41
|
60
|
105
|
120
|
-50.1%
|
46.5%
|
Total Direct Mktg. Exp.
|
$1,433
|
$673
|
$1,230
|
$1,478
|
$5,038
|
-71.6%
|
112.9%
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
|
|
|
|
|
Jewish
Networks
|
$2,578
|
$2,820
|
$2,902
|
$3,256
|
$3,497
|
-26.3%
|
-8.6%
|
Christian
Networks
|
3,009
|
3,946
|
3,923
|
4,043
|
985
|
205.5%
|
-23.7%
|
Other
Networks
|
227
|
294
|
325
|
308
|
318
|
-28.8%
|
-23.0%
|
Offline
& Other Businesses
|
17
|
10
|
11
|
13
|
20
|
-17.5%
|
68.7%
|
Total Contribution
|
$5,831
|
$7,070
|
$7,161
|
$7,620
|
$4,821
|
21.0%
|
-17.5%
|
|
|
|
|
|
|
|
|
Period Ending Subs
|
|
|
|
|
|
|
|
Jewish
Networks
|
47,236
|
51,519
|
52,952
|
59,868
|
63,982
|
-26.2%
|
-8.3%
|
Christian
Networks
|
65,146
|
82,163
|
95,047
|
112,895
|
122,935
|
-47.0%
|
-20.7%
|
Other
Networks
|
7,158
|
8,690
|
10,234
|
10,915
|
11,321
|
-36.8%
|
-17.6%
|
Total Period Ending Subs.
|
119,540
|
142,372
|
158,233
|
183,678
|
198,238
|
-39.7%
|
-16.0%
|
|
|
|
|
|
|
|
|
Average Paying Subs.
|
|
|
|
|
|
|
|
Jewish
Networks
|
48,823
|
52,493
|
57,684
|
61,732
|
63,930
|
-23.6%
|
-7.0%
|
Christian
Networks
|
73,627
|
88,774
|
105,108
|
117,024
|
124,180
|
-40.7%
|
-17.1%
|
Other
Networks
|
7,991
|
9,408
|
10,772
|
11,182
|
11,341
|
-29.5%
|
-15.1%
|
Total Avg. Paying Subs.
|
130,441
|
150,675
|
173,564
|
189,938
|
199,451
|
-34.6%
|
-13.4%
|
|
|
|
|
|
|
|
|
ARPU
|
|
|
|
|
|
|
|
Jewish
Networks
|
$18.59
|
$18.58
|
$18.79
|
$19.33
|
$20.46
|
-9.2%
|
0.1%
|
Christian
Networks
|
17.22
|
15.75
|
14.60
|
14.09
|
14.17
|
21.5%
|
9.3%
|
Other
Networks
|
11.91
|
11.55
|
11.69
|
12.15
|
12.52
|
-4.9%
|
3.1%
|
Total ARPU5
|
$18.38
|
$16.89
|
$15.81
|
$15.70
|
$16.12
|
14.0%
|
8.9%
|
Distribution of New Subscription
Purchases6
|
Q1 2017
|
Q4 2016
|
Q3 2016
|
Q2 2016
|
Q1 2016
|
|
|
|
|
|
|
Jewish Networks
|
|
|
|
|
|
1
month plans
|
51.6%
|
45.7%
|
32.6%
|
28.2%
|
26.4%
|
3
month plans
|
19.2%
|
20.4%
|
18.4%
|
19.2%
|
17.0%
|
6
month plans
|
29.2%
|
33.9%
|
49.0%
|
52.6%
|
56.6%
|
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
|
|
|
|
Christian Networks
|
|
|
|
|
|
1
month plans
|
55.1%
|
52.7%
|
36.5%
|
39.2%
|
32.9%
|
3
month plans
|
25.0%
|
27.0%
|
22.4%
|
25.7%
|
20.5%
|
6
month plans
|
19.9%
|
20.3%
|
41.1%
|
35.1%
|
46.7%
|
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
|
|
|
|
Other Networks
|
|
|
|
|
|
1
month plans
|
55.0%
|
60.1%
|
51.1%
|
52.2%
|
55.8%
|
3
month plans
|
12.2%
|
10.5%
|
9.5%
|
10.8%
|
11.6%
|
6
month plans
|
32.8%
|
29.4%
|
39.4%
|
37.1%
|
32.6%
|
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
Composition of Average Paying
Subscriber Base7
|
Q1 2017
|
Q4 2016
|
Q3 2016
|
Q2 2016
|
Q1 2016
|
|
|
|
|
|
|
Jewish Networks
|
|
|
|
|
|
First
Time Subscribers
|
21.7%
|
22.0%
|
23.7%
|
24.6%
|
24.7%
|
Winback
Subscribers
|
28.1%
|
33.0%
|
34.6%
|
34.0%
|
32.5%
|
Renewal
Subscribers
|
50.2%
|
44.9%
|
41.7%
|
41.4%
|
42.8%
|
Total
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
|
|
|
|
Christian Networks
|
|
|
|
|
|
First
Time Subscribers
|
35.2%
|
37.2%
|
39.9%
|
42.0%
|
43.1%
|
Winback
Subscribers
|
21.4%
|
25.1%
|
26.4%
|
26.0%
|
24.6%
|
Renewal
Subscribers
|
43.4%
|
37.7%
|
33.7%
|
32.0%
|
32.3%
|
Total
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|
|
|
|
|
|
Other Networks
|
|
|
|
|
|
First
Time Subscribers
|
28.0%
|
29.8%
|
32.7%
|
33.0%
|
31.9%
|
Winback
Subscribers
|
21.6%
|
22.2%
|
22.9%
|
22.4%
|
21.7%
|
Renewal
Subscribers
|
50.4%
|
48.0%
|
44.4%
|
44.6%
|
46.4%
|
Total
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
Investor Conference Call
The
Company will discuss its transaction with EliteSingles during a
live teleconference tomorrow at 7:30 a.m. Pacific
time.
Toll-Free (United
States): 1-877-705-6003
International:
1-201-493-6725
In
addition, the Company will host a webcast of the call which will be
accessible in the Investor Relations section of the Company’s
website at http://investor.spark.net.
A
replay will begin approximately three hours after completion of the
call and run until May 17, 2017.
Replay
Toll-Free (United
States): 1-844-512-2921
International:
1-412-317-6671
Passcode:
13660277
Forward-Looking Statements
This
document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors
that may cause Spark’s or EliteSingles’ or the combined
company’s performance or achievements to be materially
different from those of any expected future results, performance,
or achievements. Forward-looking statements speak only as of the
date they are made, and neither Spark nor EliteSingles assumes any
duty to update forward-looking statements. We caution readers that
a number of important factors could cause actual results to differ
materially from those expressed in, or implied or projected by,
such forward-looking statements. Such forward-looking statements
include, but are not limited to, statements about the benefits of
the business combination transaction involving the Company and
EliteSingles, including future financial and operating results, the
combined company’s plans, objectives, expectations and
intentions and other statements that are not historical facts. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: (i)
the possibility that the proposed transaction does not close when
expected or at all because required regulatory, shareholder or
other approvals and other conditions to closing are not received or
satisfied on a timely basis or at all. (ii) changes in
Spark’s share price before closing, including as a result of
the financial performance of EliteSingles prior to closing, or more
generally due to broader stock market movements, and the
performance of peer group companies. (iii) the risk that the
benefits from the transaction may not be fully realized or may take
longer to realize than expected, including as a result of changes
in general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement,
and the degree of competition in the geographic and business areas
in which Spark and EliteSingles operate. (iv) the ability to
promptly and effectively integrate the businesses of Spark and
EliteSingles. (v) the reaction to the transaction of the
companies’ customers, employees and counterparties. (vi)
diversion of management time on merger-related issues. (vii)
lower-than-expected revenues, credit quality deterioration or a
reduction in net earnings. and (viii) other risks that are
described in Spark’s public filings with the SEC. For more
information, see the risk factors described in Spark’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
filings with the SEC.
How to Find Further Information
This
communication does not constitute an offer to sell or a
solicitation of an offer to sell or a solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law. This communication is being made in respect of
the proposed business combination transaction between the Company
and EliteSingles. The proposed transaction will be submitted to the
shareholders of the Company for their consideration. In connection
with the proposed transaction, the new entity and EliteSingles will
file with the SEC a registration statement on Form F-4 that will
include the proxy statement of the Company that also constitutes a
prospectus of the Company. After the registration statement has
been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to each Company stockholder
entitled to vote at the Company’s stockholder meeting.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors may obtain copies of the proxy
statement/prospectus (when available) and all other documents filed
with the SEC regarding the proposed transaction, free of charge, at
the SEC’s website (http://www.sec.gov). Investors may also
obtain these documents, free of charge, from the Company’s
website (www.spark.net) under the link
“Investor Relations” and then under the tab “SEC
Filings” or by directing request to investor@spark.net.
Participants in Solicitation
The
Company and its directors, executive officers and other members of
management and employees may be deemed to be
“participants” in the solicitation of proxies from the
Company’s stockholders in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Company’s stockholders in connection with the proposed
transaction and a description of their direct and indirect
interest, by security holdings or otherwise, will be set forth in
the proxy statement/prospectus filed with the SEC in connection
with the proposed transaction. You can find information about the
Company’s executive officers and directors in its definitive
proxy statement filed with the SEC on March 31, 2017 and in its
Annual Report on Form 10-K filed with the SEC on March 22, 2017.
You can also obtain free copies of these documents from the Company
using the contact information above.
About Spark Networks, Inc.:
The Spark Networks portfolio of consumer Web sites includes, among
others, JDate®.com (www.jdate.com),
ChristianMingle®.com (www.christianmingle.com), JSwipe
(www.jswipeapp.com), CROSSPATHS (www.crosspathsapp.com),
Spark®.com (www.spark.com),
BlackSingles.com®
(www.blacksingles.com), and
SilverSingles®.com
(www.silversingles.com).
For More Information
Investors:
Robert
O’Hare
rohare@spark.net
1 “Contribution” is defined as revenue, net of
credits and credit card chargebacks, less direct
marketing.
2 The Company reports Adjusted EBITDA as a supplemental
measure to generally accepted accounting principles ("GAAP"). This
non-GAAP measure is one of the primary metrics by which we evaluate
the performance of our businesses, budget, forecast and compensate
management. We believe this measure provides management and
investors with a consistent view, period to period, of the core
earnings generated from on-going operations and excludes the impact
of: (i) non-cash items such as stock-based compensation, asset
impairments, non-cash currency translation adjustments related to
an inter-company loan and (ii) one-time items that have not
occurred in the past two years and are not expected to recur in the
next two years. Adjusted EBITDA should not be construed as a
substitute for net income (loss) (as determined in accordance with
GAAP) for the purpose of analyzing our operating performance or
financial position, as Adjusted EBITDA is not defined by GAAP. A
reconciliation of the Adjusted EBITDA for the three months ended
March 31, 2017 can be found in the table below.
“Adjusted
EBITDA” is defined as earnings before interest, taxes,
depreciation, amortization, stock-based compensation, impairment of
intangible and long-lived assets, non-cash currency translation
adjustments for an inter-company loan and non-recurring legal and
acquisition costs.
3 "Paying Subscribers" are defined as individuals who have
paid a monthly fee for access to communication and website features
beyond those provided to our members. Period ending subscribers for
each quarter represent the paying subscriber count as of the last
day of the period. Average paying subscribers for each month are
calculated as the sum of the paying subscribers at the beginning
and end of the month, divided by two. Average paying subscribers
for periods longer than one month are calculated as the sum of the
average paying subscribers for each month, divided by the number of
months in such period. The calculation
excludes results from the Company’s HurryDate business due to
its relative size.
4 In accordance with Segment Reporting guidance, the
Company’s financial reporting includes detailed data on four
separate operating segments. The Jewish Networks segment consists
of JDate, JDate.co.il, JDate.fr, JDate.co.uk, Cupid.co.il, and
JSwipe. The Christian Networks segment consists of ChristianMingle,
CrossPaths, ChristianMingle.co.uk, ChristianMingle.com.au,
Believe.com, ChristianCards.net, ChristianDating.com,
DailyBibleVerse.com and Faith.com. The Other Networks segment
consists of Spark.com and related other general market websites as
well as other properties which are primarily composed of sites
targeted towards various religious, ethnic, geographic and special
interest groups. The Offline & Other Businesses segment
consists of revenue generated from offline activities and HurryDate
events and subscriptions.
5 ARPU is defined as average revenue per user per month.
Total ARPU excludes results from the Company’s HurryDate
business due to its relative size.
6 One month plans may also include a small amount of two
month plans. Three month plans may include a small amount of four
month plans. Six month plans may include a small amount of twelve
month plans.
7 Represents the composition of average paying subscribers
in the period. First Time Subscribers are defined as those
subscribers that have never purchased a subscription from the
Company for that reporting segment. Winback Subscribers are defined
as those individuals who have purchased a subscription from the
Company for that reporting segment, allowed their subscription to
lapse, and subsequently purchased a subscription from the Company
for that reporting segment. Renewal Subscribers are defined as
those subscribers that have auto-renewed a subscription from the
Company for that reporting segment. Figures exclude results from
JSwipe and CrossPaths.
SPARK NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
|
March 31,
|
December 31,
|
|
2017
|
2016
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$10,806
|
$11,360
|
Restricted
cash
|
415
|
454
|
Accounts
receivable
|
406
|
525
|
Prepaid
expenses and other
|
1,128
|
1,408
|
Total
current assets
|
12,755
|
13,747
|
Property
and equipment, net
|
3,356
|
4,494
|
Goodwill
|
10,883
|
10,523
|
Intangible
assets, net
|
2,903
|
2,950
|
Deposits
and other assets
|
95
|
103
|
Total
assets
|
$29,992
|
$31,817
|
Liabilities and Stockholders' Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
1,156
|
819
|
Accrued
liabilities
|
2,730
|
2,590
|
Deferred
revenue
|
3,532
|
4,005
|
Total
current liabilities
|
7,418
|
7,414
|
Deferred
tax liability - non-current
|
2,202
|
2,092
|
Other
liabilities
|
172
|
246
|
Total
liabilities
|
9,792
|
9,752
|
Commitments
and Contingencies
|
|
|
Stockholders'
equity:
|
|
|
10,000,000
shares of Preferred Stock authorized, $0.001 par value, 450,000 of
which are designated as Series C Junior Participating Cumulative
Preferred Stock, with no shares of Preferred Stock issued or
outstanding
|
-
|
-
|
100,000,000
shares of Common Stock authorized, $0.001 par value, with
32,097,183 and 31,983,545 shares of Common Stock issued and
outstanding at March 31, 2017 and December 31, 2016:
|
32
|
32
|
Additional
paid-in-capital
|
87,358
|
87,198
|
Accumulated
other comprehensive income
|
813
|
713
|
Accumulated
deficit
|
(68,003)
|
(65,878)
|
Total
stockholders' equity
|
20,200
|
22,065
|
Total
liabilities and stockholders' equity
|
$29,992
|
$31,817
|
SPARK NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited,
in thousands, except per share data)
|
Three Months Ended March 31,
|
|
|
2017
|
2016
|
Revenue
|
$7,264
|
$9,859
|
Cost
and expenses:
|
|
|
Cost
of revenue (exclusive of depreciation shown separately
below)
|
2,354
|
6,229
|
Sales
and marketing
|
650
|
1,452
|
Customer
service
|
635
|
993
|
Technical
operations
|
219
|
297
|
Development
|
715
|
1,030
|
General
and administrative
|
3,234
|
2,511
|
Depreciation
|
1,708
|
712
|
Amortization
of intangible assets
|
49
|
78
|
Impairment
of intangible and long-lived assets
|
9
|
39
|
Total
cost and expenses
|
9,573
|
13,341
|
Operating
loss
|
(2,309)
|
(3,482)
|
Interest
(income) expense and other, net
|
(231)
|
(141)
|
Loss
before provision for income taxes
|
(2,078)
|
(3,341)
|
Income
tax provision
|
47
|
67
|
Net
loss
|
(2,125)
|
(3,408)
|
Net
loss per share - basic and diluted
|
$(0.07)
|
$(0.13)
|
Weighted
average shares outstanding - basic and diluted
|
32,003
|
25,846
|
|
|
|
Stock-based compensation:
|
|
|
|
|
|
Sales
and marketing
|
1
|
28
|
Customer
service
|
3
|
1
|
Technical
operations
|
2
|
21
|
Development
|
(4)
|
5
|
General
and administrative
|
158
|
267
|
Total
stock-based compensation
|
$160
|
$322
|
|
|
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
|
|
|
|
|
Net
loss
|
$(2,125)
|
$(3,408)
|
Interest
expense
|
22
|
13
|
Income
tax provision
|
47
|
67
|
Depreciation
|
1,708
|
712
|
Impairment
of intangible and long-lived assets
|
9
|
39
|
Amortization
of intangible assets
|
49
|
78
|
Non-cash
currency translation adjustments
|
(253)
|
(154)
|
Stock-based
compensation
|
160
|
322
|
Non-recurring
legal and acquisition costs
|
514
|
64
|
Adjusted EBITDA
|
$131
|
$(2,267)
|