Spark Networks SE Reports Second Half And Full Year 2017 Results

Spark Networks SE Reports Second Half And Full Year 2017 Results

BERLIN, April 25, 2018 /PRNewswire/ -- Spark Networks SE (NYSE American: LOV), one of the world's leading online dating platforms, leveraging premium, complementary brands including EliteSingles, eDarling, Jdate, Christian Mingle, JSwipe, SilverSingles, and Attractive World reported its second half and full year 2017 financial results today.

"With the close of the merger between Affinitas GmbH ("Affinitas") and Spark Networks, Inc. ("Spark") in November 2017, we have created a pure-play leader in the dating industry with increased scale and a portfolio of well-known brands," said Jeronimo Folgueira, Chief Executive Officer of Spark Networks SE. "We have only just begun to realize the benefits of the merger, as the results we reported today include just two months of Spark's performance. While we look forward to our first full year of operating our newly expanded portfolio, we are also pleased with the strong standalone performance of Affinitas in 2017. Affinitas revenue grew by more than 12% in 2017, resulting in Adjusted EBITDA growth before the addition of Spark. We are energized by our 2017 momentum, our post-merger integration progress and the early success of our 2018 growth initiatives.

"We enter 2018 with three clear priorities, all of which are aimed at positioning Spark Networks for sustainable, long-term, and profitable growth," continued Folgueira. "First, we aim to build on the consistent growth momentum that Affinitas has achieved over the last several years, driven primarily by the success of EliteSingles. Second, we are taking actions to stabilize and grow the Christian and Jewish brands that were added to our portfolio through the merger with Spark. Finally, we will launch and grow new, complementary brands in key markets such as North America.

"Nearly four full months into 2018, we are very pleased with the trajectory of our business and, more importantly, that we have multiple brands contributing to our growth," concluded Folgueira. "EliteSingles continues to grow strongly in North America, our Jewish and Christian brands have seen growth in new subscription sales in Q1, and SilverSingles, our newest platform, scaled rapidly and generated approximately 15% of our registrations in the first three months of 2018, despite launching in mid-December. The initial performance of the SilverSingles brand reinforces our confidence in the brand and our ability to deploy capital effectively with positive returns. We expect this new addition to our portfolio to be a meaningful contributor to revenue growth in 2018 and beyond as we continue to invest in it as one of our key strategic priorities. In the short-term, investments in marketing to SilverSingles are critical to building a sustainable base of subscribers that will position us for long-term growth and profitability in 2019 and beyond. We believe these investments are essential to capitalizing on the tremendous growth potential we see with customers in the 50 and over age demographic, although they will negatively impact our Adjusted EBITDA in 2018.

"Our core brands are on-pace to exceed the 2018 goals we set twelve months ago when we announced the Affinitas / Spark Merger, and we now see an opportunity to continue to invest in additional marketing to build SilverSingles to become a meaningful part of our portfolio. Given that the marketing investments for growing a new brand are recognized up-front while the resulting revenue is recognized over the life of the subscriptions we add, we are lowering our 2018 Adjusted EBITDA guidance while simultaneously raising our 2018 revenue guidance.

"Capitalizing on the growth opportunities in front of us is an exciting challenge, and I am looking forward to providing updates as we execute against our 2018 plans."

Key Metrics - Half Year

                            Six months ended                             Growth Rates %
                            ----------------                              -------------

                                     12/31/2017               6/30/2017                                12/31/2016   2nd Half 2017 vs.
                                     ----------               ---------                                ----------   -----------------

                       2nd Half 2017            1st Half 2017                           2nd Half 2016                 1st Half 2017             2nd Half 2016
                       -------------            -------------                           -------------                 -------------             -------------

    Revenue                     EUR43.5 Million         EUR42.1 Million                           EUR37.9 Million                       3.3%                   15.0%

    Contribution(1)             EUR17.5 Million         EUR14.6 Million                           EUR14.7 Million                      19.9%                   19.7%

    Net (Loss)/Profit          EUR(3.9) Million        EUR(1.7) Million                           EUR760 Thousand                       N.M.                    N.M.

    Adjusted EBITDA(2)           EUR4.2 Million          EUR2.4 Million                            EUR4.4 Million                      78.7%                  (2.7%)

    Cash Balance                 EUR8.2 Million          EUR6.8 Million                            EUR8.1 Million                      21.3%                    1.9%

    Total
     Registrations(3)                 4,329,541                4,122,092                                  3,543,594                        5.0%                   22.2%

    Avg. Paying Subs4                   393,979                  364,825                                    326,989                        8.0%                   20.5%

    Monthly ARPU5                     EUR 18.41               EUR 19.24                                 EUR 19.29                     (4.3%)                  (4.6%)

Six Months Ended December 31, 2017 Financial Results

Revenue: For the six months ended December 31, 2017, total revenue was EUR43.5 million, an increase of 15.0% compared to the six months ended December 31, 2016, and a 3.3% increase from the six months ended June 30, 2017. The year over year and sequential increases were driven by growth in our average paying subscribers resulting from marketing efforts in North America and the addition of Jdate and Christian Mingle following the Affinitas / Spark Merger in November 2017.

Revenue in the six months ended December 31, 2017 includes EUR2.7 million of post-merger revenue from Spark, net of a EUR603 thousand write-off of deferred revenue relating to the Affinitas / Spark Merger.

Contribution: Contribution was EUR17.5 million for the six months ended December 31, 2017, an increase of 19.7% compared to the six months ended December 31, 2016, and a 19.9% increase from the six months ended June 30, 2017. Our contribution margin increased to 40.3% from 38.7% in the six months ended December 31, 2016, and from 34.7% in the six months ended June 30, 2017. The margin expansion was primarily driven by revenue growth in North America. North America contribution margin increased to 11.1% from 3.1% in the six months ended December 31, 2016and from 4.2% in the six months ended June 30, 2017.

Contribution in the six months ended December 31, 2017 includes EUR2.2 million of post-merger contribution from Spark, net of a EUR603 thousand write-off of deferred revenue relating to the Affinitas / Spark Merger.

Net Loss: Net Loss was EUR(3.9) million in the six months ended December 31, 2017, a EUR4.6 million decline versus the six months ended December 31, 2016 and a EUR2.2 million decline from the six months ended June 30, 2017. The decline was primarily due to higher professional fees resulting from the Affinitas / Spark Merger in 2017.

Adjusted EBITDA: For the six months ended December 31, 2017, Adjusted EBITDA was EUR4.2 million, a decrease of EUR118 thousand versus the six months ended December 31, 2016, and an increase of EUR1.9 million from the six months ended June 30, 2017.

Adjusted EBITDA in the six months ended December 31, 2017 includes EUR509 thousand of post-merger adjusted EBITDA from Spark.

Cash: Cash used in operating activities in 2017 was EUR1.2 million. At December 31, 2017, the Group had EUR8.2 million in cash and cash equivalents, compared to EUR8.1 million at the end of 2016. At year end, the Group had EUR5.9 million of debt outstanding, which was fully repaid in March 2018.

Key Metrics - Full Year

                                                             Growth Rates %
                                                              -------------

                                       2017             2016             2017      2016
                                       ----             ----             ----      ----

    Revenue                 EUR85.6 Million EUR73.5 Million           16.5%    21.6%

    Contribution(1)         EUR32.2 Million EUR25.1 Million           28.1%    40.7%

    Net (Loss)/Profit      EUR(5.6) Million EUR691 Thousand            N.M.     N.M.

    Adjusted EBITDA(2)       EUR6.6 Million  EUR5.9 Million           12.5%   248.5%

    Cash Balance             EUR8.2 Million  EUR8.1 Million            1.9%     N.M.

    Total Registrations(3)        8,451,633        6,897,649            22.5%    18.1%

    Avg. Paying Subs4               379,403          317,276            19.6%    12.5%

    Monthly ARPU5                 EUR 18.81       EUR 19.30          (2.6%)     8.0%

Full Year 2017 Financial Results

Revenue: For the full year 2017, revenue increased 16.5% to EUR85.6 million, as compared to EUR73.5 million during the year ended December 31, 2016. The increase was attributable to 19.6% growth in our average paying subscribers resulting from marketing efforts in North America and the addition of Jdate and Christian Mingle following the Affinitas / Spark Merger in November 2017.

Revenue in 2017 includes EUR2.7 million of post-merger revenue from Spark, net of a EUR603 thousand write-off of deferred revenue relating to the Affinitas / Spark Merger.

Contribution: For the full year 2017, contribution was EUR32.2 million, an increase of 28.1% compared to the year ago period. Our contribution margin increased to 37.6% from 34.2% in the year ago period. The margin expansion was primarily driven by growth in North America following the Affinitas / Spark Merger, which increased contribution margin to 7.7% from 1.3% in the year ago period.

Contribution in 2017 includes EUR2.2 million of post-merger contribution from Spark, net of a EUR603 thousand write-off of deferred revenue relating to the Affinitas / Spark Merger.

Net Loss: For the full year 2017, Net Loss was EUR(5.6) million, a EUR6.3 million decline versus the year ago period. The decline was primarily due to higher professional fees resulting from the Affinitas / Spark Merger in 2017.

Adjusted EBITDA: For the full year 2017, Adjusted EBITDA was EUR6.6 million, an increase from EUR5.9 million in the year ago period.

Adjusted EBITDA in 2017 includes EUR509 thousand of post-merger adjusted EBITDA from Spark.

Full Year 2018 Financial Guidance

Spark Networks expects $127 - $133 million of revenue and $13 - $18 million in Adjusted EBITDA in 2018. This replaces the 2018 targets established in May 2017 of $118 - $122 million of revenue and $18 - $22 million of Adjusted EBITDA.

The May 2017 Adjusted EBITDA range for 2018 assumed $5 million of realized cost synergies in 2018, which we are on-pace to achieve.

                                                                                  SPARK NETWORKS SE

                                                                           SEGMENT6 RESULTS FROM OPERATIONS

                                                        (Revenue, Direct Marketing and Contribution figures in EUR thousands)


                                    Six Months Ended                                    Growth Rates %
                                    ----------------                                     -------------

                                             12/31/2017                    6/30/2017                                             12/31/2016   2nd Half 2017 vs.
                                             ----------                    ---------                                             ----------   -----------------

                               2nd Half 2017                1st Half 2017                                          2nd Half 2016                1st Half 2017              2nd Half 2016
                               -------------                -------------                                          -------------                -------------              -------------

    # of Registrations

    North America                             1,233,455                     1,055,581                                                 878,756                        16.9%                    40.4%

    International                             3,096,086                     3,066,511                                               2,664,838                         1.0%                    16.2%
                                              ---------                     ---------                                               ---------                          ---                      ----

    Total # of Registrations                  4,329,541                     4,122,092                                               3,543,594                         5.0%                    22.2%


    Average Paying Subscribers

    North America                                97,786                        69,953                                                  53,914                        39.8%                    81.4%

    International                               296,193                       294,872                                                 273,075                         0.4%                     8.5%
                                                -------                       -------                                                 -------                          ---                       ---

    Total Average Paying
     Subscribers                                393,979                       364,825                                                 326,989                         8.0%                    20.5%


    Monthly ARPU

    North America                             EUR 22.87                    EUR 26.58                                              EUR 27.18                     (13.9%)                  (15.9%)

    International                             EUR 16.94                    EUR 17.50                                              EUR 17.74                      (3.2%)                   (4.5%)
                                              ---------                    ---------                                              ---------                       -----                     -----

    Monthly ARPU                              EUR 18.41                    EUR 19.24                                              EUR 19.29                      (4.3%)                   (4.6%)


    Total Net Revenue

    North America                            EUR 13,419                   EUR 11,155                                              EUR 8,793                       20.3%                    52.6%

    International                            EUR 30,102                   EUR 30,961                                             EUR 29,061                      (2.8%)                     3.6%
                                             ----------                   ----------                                             ----------                       -----                       ---

    Total Net Revenue                        EUR 43,521                   EUR 42,116                                             EUR 37,854                        3.3%                    15.0%


    Direct Marketing

    North America                             EUR 8,585                    EUR 9,395                                              EUR 7,631                      (8.6%)                    12.5%

    International                            EUR 17,394                   EUR 18,095                                             EUR 15,569                      (3.9%)                    11.7%
                                             ----------                   ----------                                             ----------                       -----                      ----

    Total Direct Marketing                   EUR 25,979                   EUR 27,490                                             EUR 23,200                      (5.5%)                    12.0%


    Contribution

    North America                             EUR 4,834                    EUR 1,760                                              EUR 1,162                      174.7%                   316.1%

    International                            EUR 12,708                   EUR 12,866                                             EUR 13,492                      (1.2%)                   (5.8%)
                                             ----------                   ----------                                             ----------                       -----                     -----

    Total Contribution                       EUR 17,542                   EUR 14,626                                             EUR 14,654                       19.9%                    19.7%

                                                         SPARK NETWORKS SE

                                                  SEGMENT6 RESULTS FROM OPERATIONS

                               (Revenue, Direct Marketing and Contribution figures in EUR thousands)


                                                   12 Months Ended December 31,                               Growth Rates %
                                                   ----------------------------                                -------------

                                               2017                         2016                         2015              2017         2016
                                               ----                         ----                         ----              ----         ----

    # of Registrations

    North America                         2,289,036                    1,616,963                      759,351             41.6%      112.9%

    International                         6,162,597                    5,280,686                    5,081,606             16.7%        3.9%
                                          ---------                    ---------                    ---------              ----          ---

    Total # of Registrations              8,451,633                    6,897,649                    5,840,957             22.5%       18.1%


    Average Paying Subscribers

    North America                            83,870                       46,453                       15,240             80.5%      204.8%

    International                           295,533                      270,823                      266,675              9.1%        1.6%
                                            -------                      -------                      -------               ---          ---

    Total Average Paying
     Subscribers                            379,403                      317,276                      281,915             19.6%       12.5%


    Monthly ARPU

    North America                         EUR 24.42                   EUR 28.71                   EUR 28.81          (15.0%)      (0.3%)

    International                         EUR 17.22                   EUR 17.69                   EUR 17.24           (2.7%)        2.6%
                                          ---------                   ---------                   ---------            -----          ---

    Monthly ARPU                          EUR 18.81                   EUR 19.30                   EUR 17.87           (2.6%)        8.0%


    Total Net Revenue

    North America                        EUR 24,574                  EUR 16,004                   EUR 5,268            53.6%      203.8%

    International                        EUR 61,063                  EUR 57,487                  EUR 55,174             6.2%        4.2%
                                         ----------                  ----------                  ----------              ---          ---

    Total Net Revenue                    EUR 85,637                  EUR 73,491                  EUR 60,442            16.5%       21.6%


    Direct Marketing

    North America                        EUR 17,980                  EUR 15,059                   EUR 8,355            19.4%       80.3%

    International                        EUR 35,489                  EUR 33,311                  EUR 34,234             6.5%      (2.7%)
                                         ----------                  ----------                  ----------              ---        -----

    Total Direct Marketing               EUR 53,469                  EUR 48,370                  EUR 42,589            10.5%       13.6%


    Contribution

    North America                         EUR 6,594                     EUR 944                 (EUR 3,087)           598.2%    (130.6%)

    International                        EUR 25,574                  EUR 24,177                  EUR 20,940             5.8%       15.5%
                                         ----------                  ----------                  ----------              ---         ----

    Total Contribution                   EUR 32,168                  EUR 25,121                  EUR 17,853            28.1%       40.7%

                                         SPARK NETWORKS SE

                             UNAUDITED PRO FORMA FINANCIAL INFORMATION

                                         (in EUR thousands)


                                                                        Years ended December 31,
                                                                        ------------------------

    (in EUR thousands)                                                         2017                        2016
                                                                               ----                        ----

    Revenue(7)                                                              105,911                     109,731

    Net Loss(7)                                                             (3,134)                    (6,738)


    The following table presents certain selected information and Adjusted EBITDA(2) for the unaudited pro forma
     periods presented:


                                                                        Years ended December 31,
                                                                        ------------------------

    (in EUR thousands)                                                         2017                        2016
                                                                               ----                        ----

    Net (loss)/profit                                                       (3,134)                    (6,738)

    Net finance expenses                                                        261                         674

    Income tax (expense) benefit                                              5,057                       (838)

    Depreciation and amortization                                             4,266                       6,164

    Impairment of intangibles                                                    46                       4,182

    Stock-based compensation                                                  1,175                       1,878

    Non-recurring costs                                                         943                       1,880

    Adjusted EBITDA(2)                                                        8,614                       7,202
                                                                              -----                       -----


                                                                        Years ended December 31,
                                                                        ------------------------

    Summary of non-recurring costs                                             2017                        2016
                                                                               ----                        ----

     Deferred revenue write-offs                                                943                           -

     Restructuring expenses                                                       -                        642

     Transaction and advisory fees                                                -                        349

     Severance costs                                                              -                        889
                                                                                ---                        ---

     Total adjustments                                                          943                       1,880
                                                                                ---                       -----

Investor Conference Call

The Group will discuss its financial results during a live teleconference today at 8:30 a.m. Eastern time.

    Toll-Free (United States):           1-877-705-6003

    Toll-Free (Germany):                 0-800-182-0040

    International:                       1-201-493-6725

In addition, the Group will host a webcast of the call which will be accessible in the Investor Relations section of the Group's website at http://investor.spark.net.

A replay will begin approximately three hours after completion of the call and run until May 9, 2018.

    Replay

    Toll-Free (United States):           1-844-512-2921

    International:                       1-412-317-6671

    Passcode:                                               13677787

Safe Harbor Statement:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, statements involving known and unknown risks, uncertainties, and other factors that may cause Spark Networks' performance or achievements to be materially different from those of any expected future results, performance, or achievements.

Any statements in this press release that are not statements of historical fact may be considered to be forward-looking statements. Written words, such as "believes," "hopes," "intends," "estimates," "expects," "projects," "plans," "anticipates," and variations thereof, or the use of future tense, identify forward-looking statements. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. There are a number of factors that could cause actual results and developments to differ materially, including, but not limited to, the risk that the benefits from the Affinitas / Spark Merger may not be fully realized or may take longer to realize than expected; risks related to the degree of competition in the markets in which Spark Networks operates; risks related to disruption of management's attention from Spark Networks' ongoing business operations due to the transaction; the ability of Spark Networks to retain and hire key personnel, operating results and business generally; Spark Networks' ability to continue to control costs and operating expenses; Spark Networks' ability to achieve the intended cost savings; the ability to promptly and effectively integrate the businesses of Spark Networks, Inc. and Affinitas GmbH; Spark Networks' ability to generate cash from operations, lower-than-expected revenues, credit quality deterioration or a reduction in net earnings; Spark Networks' ability to raise outside capital and to repay debt as it comes due; Spark Networks' ability to introduce new competitive products and the degree of market acceptance of such new products; the timing and market acceptance of new products introduced by Spark Networks' competitors; Spark Networks' ability to maintain strong relationships with branded channel partners; changes in Spark Networks' stock price due to broader stock market movements and the performance of peer group companies; Spark Networks' ability to enforce intellectual property rights and protect their respective intellectual property; general competition and price measures in the market place; general economic conditions; and the other concerns. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of the Group's filings with the Securities and Exchange Commission ("SEC"), and in the Group's other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

About Spark Networks SE:

Spark Networks SE is a leading global dating company with a portfolio of premium brands designed for singles seeking serious relationships. These brands include EliteSingles, Jdate, Christian Mingle, SilverSingles, eDarling, JSwipe and Attractive World. Formed in 2017 through the merger of Affinitas GmbH and Spark Networks, Inc., the company has a presence in 29 countries worldwide and is publicly listed on the NYSE American exchange under the ticker symbol "LOV."

For More Information

Investors:
Robert O'Hare
Chief Financial Officer
rohare@spark.net

(1) Contribution is defined as revenue, net of credits, less direct marketing. Direct Marketing is defined as online and offline advertising spend, and is included within Cost of Revenue within the Group's Consolidated Statement of Comprehensive (Loss)/Income.

(2) Adjusted EBITDA is not a measure defined by IFRS. The most directly comparable IFRS measure for Adjusted EBITDA is our net (loss)/profit for the relevant period. This 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 ongoing operations and excludes the impact of items that we do not consider representative of our ongoing operating performance, including: (i) non-cash items such as stock-based compensation, asset impairments, non-cash currency translation adjustments 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 including severance, transaction advisory fees, and merger integration costs, and (iii) discontinued operations. Adjusted EBITDA should not be construed as a substitute for net loss (as determined in accordance with IFRS) for the purpose of analyzing our operating performance or financial position, as Adjusted EBITDA is not defined by IFRS. A reconciliation of the Adjusted EBITDA for the six and twelve months ended December 31, 2017 and December 31, 2016 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, and non-recurring costs.

(3 )Total registrations are defined as the total number of new members registering to the platforms with their email address. Those include members who enter into premium subscriptions and free memberships.

(4) Paying subscribers are defined as individuals who have paid a monthly fee for access to premium services, which include, among others, unlimited communication with other registered users, access to user profile pictures and enhanced search functionality. Average paying subscribers for each month are calculated as the sum of the paying subscribers at the beginning and the 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.

(5) Monthly Average Net Revenue Per User, or Monthly ARPU, represents the total net subscriber revenue for the period divided by the number of average paying subscribers for the period, divided by the number of months in the period.

(6) In accordance with Segment Reporting guidance, the Group's financial reporting includes detailed data on two separate operating segments. The North America segment consists of operations in the United States and Canada, and the International segment consists of all other operations except for the United States and Canada.

(7) The unaudited pro forma financial information presents the combined results of the Company and Spark and Samadhi as if these mergers and acquisitions had occurred on January 1, 2016. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only. This presentation is not necessarily indicative of the results that would have been achieved had the acquisitions actually occurred on January 1, 2016.

                               SPARK NETWORKS SE

                          CONSOLIDATED BALANCE SHEETS

                     (in EUR thousands, except share data)


                                                            December 31,
                                                            ------------

                                                            2017              2016
                                                            ----              ----

     Non-current assets                                   47,148            20,141
                                                          ------            ------

     Intangible assets                                    35,136             9,634
                                                          ------             -----

     Internally generated software                         3,503             1,007

     Licenses and domains                                    128                37

     Brands and trademarks                                 4,917             2,605

     Intangible assets under development                   1,090                 -

     Other intangible assets                               2,314             2,661

     Goodwill                                             23,184             3,324

     Property, plant and equipment                         2,082               485
                                                           -----               ---

     Leasehold improvements                                  186               245

     Other and office equipment                              373               240

     Property, plant and equipment under
      construction                                         1,523                 -

     Other non-current financial assets                       23                21

     Deferred tax assets                                   9,907            10,001

     Current assets                                       22,034            17,127
                                                          ------            ------

     Current trade and other receivables                  13,820             9,063
                                                          ------             -----

     Trade receivables                                     6,814             4,272

     Other financial current assets                        3,156             2,489

     Other assets                                          3,850             2,302

     Cash and cash equivalents                             8,214             8,064
                                                           -----             -----

     TOTAL ASSETS                                         69,182            37,268
                                                          ======            ======

     SHAREHOLDER'S EQUITY AND LIABILITIES

     Shareholder's equity                                 19,477          (24,723)
                                                          ------           -------

     Subscribed capital                                    1,317                25

     Capital reserves                                     48,877                 -

     Share-based payment reserve                           2,747             2,259

     Accumulated deficit                                (32,581)         (27,007)

     Accumulated other comprehensive income                (883)                -

     Non-current liabilities                                 765            33,161
                                                             ---            ------

     Non-current borrowings                                    -            5,850

     Other non-current provisions                             17                17

     Other non-current financial
      liabilities                                              -           26,280

     Deferred tax liabilities                                725               929

     Non-current deferred income                              23                85

     Current liabilities                                  48,940            28,830
                                                          ------            ------

     Current borrowings                                    5,850                 5

     Other current provisions                              1,159               806

     Current trade and other payables                     21,291             9,637
                                                          ------             -----

     Trade payables                                       11,489             5,568

     Other financial current liabilities                   6,515             1,337

     Other liabilities                                     3,287             2,732

     Current income tax liabilities                          286               335

     Current deferred income                              20,354            18,047
                                                          ------            ------

     TOTAL SHAREHOLDER'S EQUITY AND
      LIABILITIES                                         69,182            37,268
                                                          ======            ======

                                                    SPARK NETWORKS SE

                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited, in EUR thousands, except per share data)


                                                       For the Six Months Ended              Years Ended December 31,
                                                             December 31,
                                                             ------------

                                                             2017                       2016                     2017        2016
                                                             ----                       ----                     ----        ----

    Revenue                                                43,521                     37,854                   85,637      73,491

    Cost of revenue                                      (29,737)                  (24,703)                (58,776)   (51,202)

    Gross Profit                                           13,784                     13,151                   26,861      22,289

    Other income                                                5                        118                       54         126

    Other operating expenses                             (16,930)                  (11,454)                (32,030)   (19,742)
                                                          -------                    -------                  -------     -------

    Sales and marketing
     expenses                                             (2,775)                   (2,394)                 (5,540)    (3,919)

    Customer service
     expenses                                             (1,776)                   (1,476)                 (3,971)    (2,791)

    Technical operations and
     development expenses                                 (3,664)                   (1,805)                 (6,428)    (3,305)

    General and
     administrative expenses                              (8,715)                   (5,779)                (16,091)    (9,727)
                                                           ------                     ------                  -------      ------

    Operating profit/(loss)                               (3,141)                     1,815                  (5,115)      2,673

    Interest income and
     similar income                                           166                         94                      239         157

    Interest expense and
     similar charges                                        (363)                     (281)                   (782)      (425)

    Net finance expenses                                    (197)                     (187)                   (543)      (268)

    (Loss)/Income before
     taxes                                                (3,338)                     1,628                  (5,658)      2,405

    Income taxes                                            (532)                     (843)                      84     (1,082)

    (Loss)/profit from
     continuing operations                                (3,870)                       785                  (5,574)      1,323

    Discontinued operations                                     -                      (25)                       -      (632)
                                                              ---                       ---                      ---       ----

    (Loss)/profit for the
     period                                               (3,870)                       760                  (5,574)        691

    Other comprehensive
     income                                                 (883)                         -                   (883)          -
                                                             ----                        ---                    ----         ---

    Total comprehensive
     (loss)/income for the
     period                                               (4,753)                       760                  (6,457)        691
                                                           ======                        ===                   ======         ===


    Earnings per share

    Basic earnings/(loss)
     per share (EUR)                                       (8.97)                     30.40                  (24.23)      27.64

    Diluted earnings/(loss)
     per share (EUR)                                       (8.97)                     30.40                  (24.23)      27.64

    Earnings per share - continuing operations

    Basic earnings/(loss)
     per share (EUR)                                       (8.97)                     31.40                  (24.23)      52.92

    Diluted earnings/(loss)
     per share (EUR)                                       (8.97)                     31.40                  (24.23)      52.92


    Reconciliation of Net (Loss)/Profit to Adjusted
     EBITDA:

    Net (loss)/profit                                     (3,870)                       760                  (5,574)        691

    Discontinued operations                                     -                        25                        -        632

    Net finance expenses                                      197                        187                      543         268

    Income tax (benefit)
     provision                                                532                        843                     (84)      1,082

    Depreciation and
     amortization                                           1,579                      1,225                    3,084       1,278

    Impairment of
     intangibles                                                -                         -                      25           -

    Stock-based compensation                                  112                        435                      488         991

    Non-recurring costs                                     5,685                        878                    8,123         927

    Adjusted EBITDA                                         4,235                      4,353                    6,605       5,869
                                                            =====                      =====                    =====       =====


    Summary of non-recurring costs:

    Deferred revenue write-
     offs                                                     603                          -                     603           -

    Restructuring expenses                                      -                       642                        -        642

    Transaction and advisory
     fees                                                   1,660                        113                    3,995         162

    Merger integration costs                                2,042                          -                   2,042           -

    Other employee payments                                 1,053                          -                   1,053           -

    Severance costs                                           327                        123                      430         123

    Total adjustments                                       5,685                        878                    8,123         927
                                                            =====                        ===                    =====         ===

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SOURCE Spark Networks SE