Spark Networks SE Reports Preliminary Second Half And Full Year 2019 Results

BERLIN, April 29, 2020 /PRNewswire/ -- Spark Networks SE (NYSE American: LOV), one of the world's leading online dating platforms leveraging premium, complementary brands including Zoosk, EliteSingles, Jdate, Christian Mingle, eDarling, JSwipe and SilverSingles, today reported unaudited preliminary second half and full year 2019 financial results.

"I am pleased to report strong second half 2019 results for Spark. Our preliminary full year 2019 revenue increased 44%(8) to EUR149 million and Adjusted EBITDA grew 129%(8) to EUR23 million," said Eric Eichmann, CEO of Spark Networks. "We have completed the transformational acquisition of Zoosk and successfully integrated it into our operations, delivering significant savings and marketing synergies to Spark."

"I am excited to be working alongside the very talented team at Spark Networks as we seize our significant market opportunity. We operate in a highly attractive industry and have built an established, cash generating business with strong brands and a leadership position in North America. Our business has continued to perform relatively well during the COVID-19 pandemic and I am confident that our innovative product and marketing roadmap will lead to higher revenue and Adjusted EBITDA in 2020 and for years to come," Mr. Eichmann concluded.

"I am very excited about the Company's future trajectory. Looking ahead to 2020, we are guiding to revenue in the range of $212 to $220 million (EUR193 to EUR200 million) and Adjusted EBITDA in the range of $30 to $34 million (EUR27 to EUR31 million)," added Bert Althaus, CFO of Spark Networks.

Spark Networks' operations and business have been disrupted due to the unprecedented conditions and travel restrictions surrounding the COVID-19 pandemic, and have resulted in its employees, including its accounting and finance team, working remotely from home. These disruptions have interfered with management's ability to work with its independent accountants, professional advisors and support staff in order to complete the Company's financial statements and related disclosures that will be included in the Company's Form 20-F for the year ended December 31, 2019. Spark Networks expects to complete this audit process and file its Form 20-F within the next 45 days.

Unaudited Preliminary Financial Results (8)

    --  Preliminary Revenue for the second half of 2019 was EUR99.9 million, an
        increase of EUR48.4 million compared to EUR51.5 million in the second
        half of 2018, and an increase of EUR50.7 million compared to EUR49.2
        million in the first half of 2019. Preliminary Revenue for 2019 was
        EUR149.1 million, an increase of EUR45.7 million compared to EUR103.4
        million in 2018, as adjusted. For both the half year and the full year
        2019, the increase in Revenue is primarily attributable to the Spark
        Networks / Zoosk Merger, which closed in July 2019.
    --  Preliminary Net Loss was EUR12.0 million in the second half of 2019, an
        increase of EUR10.0 million compared to EUR2.0 million in the second
        half of 2018, and an increase of EUR7.1 million compared to EUR4.9
        million in the first half of 2019. Preliminary Net Loss for 2019 was
        EUR16.9 million, an increase of EUR12.7 million compared to EUR4.2
        million in 2018, as adjusted. For both the half year and the full year
        2019, the increase in Net Loss is primarily attributable to the Spark
        Networks / Zoosk Merger, which closed in July 2019.
    --  Preliminary Adjusted EBITDA was EUR18.7 million in the second half of
        2019, an increase of EUR10.2 million compared to EUR8.5 million in the
        second half of 2018, and an increase of EUR14.9 million compared to
        EUR3.8 million in the first half of 2019. Preliminary Adjusted EBITDA
        for 2019 was EUR22.5 million, an increase of EUR12.7 million compared to
        EUR9.8 million in 2018, as adjusted.
    --  On a preliminary basis, the Company ended the year with EUR15.5 million
        in cash and EUR95.8 million in debt.

Key Performance Indicators (8)

    --  Average Paying Subscribers is anticipated to have increased by 539.5
        thousand to 1.0 million in the second half of 2019, compared to 477.8
        thousand in the same period of 2018.
    --  Monthly Average Net Revenue Per User, or Monthly ARPU, is anticipated to
        have decreased 9.0% to EUR16.37 in the second half of 2019, compared to
        EUR17.98 in the same period of 2018.

Financial Outlook

    --  Due to Spark Networks completing the post-close merger integration work
        as efficiently as possible, management believes their efforts will
        result in $30 to $34 million (EUR27 to EUR31 million) of Adjusted EBITDA
        in 2020.
    --  Spark Networks anticipates 2020 annual revenue of $212 to $220 million
        (EUR193 to EUR200 million).
    --  For H1 2020, the Company expects to achieve revenue of $110 to $112
        million (EUR100 to EUR102 million) and EBITDA of $15 to $17 million
        (EUR13.6 to EUR15.5 million).

Key Metrics - Half Year - Preliminary


                                 
         
     Six Months Ended                      Growth Rates %



                            12/31/2019                        6/30/2019      12/31/2018                        2nd Half 2019 vs.



                         2nd Half 2019                    1st Half 2019   2nd Half 2018       1st Half 2019                      2nd Half 2018




     Revenue                  EUR99.9                          EUR49.2         EUR51.5               103.0                                      93.9
                               Million                          Million         Million                   %                                        %


      Contribution(1)          EUR43.2                          EUR20.4         EUR24.2               112.2                                      78.3
                               Million                          Million         Million                   %                                        %



     Net Loss               EUR(12.0)                         EUR(4.9)        EUR(2.0)               145.8                                     512.4
                               Million                          Million         Million                   %                                        %


      Adjusted EBITDA(2)       EUR18.7                           EUR3.8  EUR8.5 Million               388.3                                     119.7
                               Million                          Million                                   %                                        %


      Cash Balance             EUR15.5                          EUR12.5         EUR11.1                23.9                                      39.3
                               Million                          Million         Million                   %                                        %


      Total                  8,229,976                         4,488,104        4,791,652                 83.4                                      71.8
       Registrations(3)                                                                                   %                                        %


      Avg. Paying Subs4      1,017,321                           444,857          477,817                128.7                                     112.9
                                                                                                          %                                        %


      Monthly ARPU5          EUR 16.37                        EUR 18.44       EUR 17.98              (11.2)                                    (9.0)
                                                                                                          %                                        %

Key Metrics - Full Year - Preliminary


                                                       Growth Rates %


                                   2019      20188   20198            20188




     Revenue                  EUR149.1  EUR103.4   44.2                       23.8
                                Million   Million      %                         %


      Contribution(1)           EUR63.6   EUR43.6   45.9                       44.9
                                Million   Million      %                         %



     Net Loss                EUR(16.9)  EUR(4.2)  299.7
                                Million   Million                                %
                                                       %                    (45.1)


      Adjusted EBITDA(2)        EUR22.5    EUR9.8  129.2                      118.8
                                Million   Million
                                                       %                         %



     Cash Balance              EUR15.5   EUR11.1   39.3                       35.4
                                Million   Million      %                         %


      Total Registrations(3) 12,718,080 10,144,173    25.4                       20.0
                                                       %                         %


      Avg. Paying Subs4         731,088    483,413    51.2                       27.4
                                                       %                         %


      Monthly ARPU5           EUR 17.00 EUR 17.83  (4.7)                     (2.8)

                                                       %                         %


                                                                                                                 
              
                SPARK NETWORKS SE


                                                                                                             
          
                SEGMENT6 RESULTS FROM OPERATIONS


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




                                                                              
     
      Six Months Ended                                                                                                                               Growth Rates %



                                                            12/31/2019                6/30/2019                                     12/31/2018                                                      Preliminary 2nd Half 2019 vs.



                                                           Preliminary            1st Half 2019                                  2nd Half 2018                                      1st Half 2019                                   2nd Half 2018
                                              2nd Half 2019

                                                                                                                                                                                                                                              ---


     
                # of Registrations



     North America                                          5,283,710                             2,224,249                                                                              2,243,178                                                   137.6     135.5
                                                                                                                                                                                                                                                       %        %



     International                                          2,946,266                             2,263,855                                                                              2,548,474                                                    30.1      15.6
                                                                                                                                                                                                                                                       %        %

                                                                                                                                                                                                                                                                      ---

                   Total # of Registrations                  8,229,976                             4,488,104                                                                              4,791,652                                                    83.4

                                                                                                                                                                                                                                                                %
                                                                                                                                                                                                                                                       %     71.8




                   Average Paying Subscribers



     North America                                            665,023                               185,364                                                                                189,533                                                   258.8     250.9
                                                                                                                                                                                                                                                       %        %



     International                                            352,298                               259,493                                                                                288,284                                                    35.8      22.2
                                                                                                                                                                                                                                                       %        %

                                                                                                                                                                                                                                                                      ---

                   Total Average Paying                      1,017,321                               444,857                                                                                477,817                                                   128.7
                    Subscribers
                                                                                                                                                                                                                                                                %
                                                                                                                                                                                                                                                       %    112.9





     
                Monthly ARPU



     North America                                                EUR  17.53                                                               EUR      23.88                                                                                      EUR  22.45    (26.6)        (21.9)
                                                                                                                                                                                                                                                                %             %



     International                                                EUR  14.18                                                               EUR      14.56                                                                                      EUR  15.03     (2.6)         (5.7)
                                                                                                                                                                                                                                                                %             %

                                                                                                                                                                                                                                                                                    ---

                   Monthly ARPU                                    EUR  16.37                                                               EUR      18.44                                                                                      EUR  17.98    (11.2)

                                                                                                                                                                                                                                                                              %
                                                                                                                                                                                                                                                                %         (9.0)





     
                Total Net Revenue



     North America                                                EUR 69,947                                                               EUR     26,561                                                                                      EUR 25,531     163.3          174.0
                                                                                                                                                                                                                                                                %             %



     International                                                EUR 29,970                                                               EUR     22,663                                                                                      EUR 26,006      32.2           15.2
                                                                                                                                                                                                                                                                %             %

                                                                                                                                                                                                                                                                                    ---

                   Total Net Revenue                               EUR 99,917                                                               EUR     49,224                                                                                      EUR 51,537     103.0

                                                                                                                                                                                                                                                                              %
                                                                                                                                                                                                                                                                %          93.9





     
                Direct Marketing



     North America                                                EUR 42,132                                                               EUR     16,160                                                                                      EUR 13,277     160.7          217.3
                                                                                                                                                                                                                                                                %             %



     International                                                EUR 14,586                                                               EUR     12,706                                                                                      EUR 14,026      14.8            4.0
                                                                                                                                                                                                                                                                %             %

                                                                                                                                                                                                                                                                                    ---

                   Total Direct Marketing                          EUR 56,718                                                               EUR     28,866                                                                                      EUR 27,303      96.5

                                                                                                                                                                                                                                                                              %
                                                                                                                                                                                                                                                                %         107.7





     
                Contribution



     North America                                                EUR 27,815                                                               EUR     10,401                                                                                      EUR 12,254     167.4          127.0
                                                                                                                                                                                                                                                                %             %



     International                                                EUR 15,384                                                               EUR      9,957                                                                                      EUR 11,980      54.5           28.4
                                                                                                                                                                                                                                                                %             %

                                                                                                                                                                                                                                                                                    ---

                   Total Contribution                              EUR 43,199                                                               EUR     20,358                                                                                      EUR 24,234     112.2

                                                                                                                                                                                                                                                                              %
                                                                                                                                                                                                                                                                %          78.3


                                                                                                 
              
                SPARK NETWORKS SE


                                                                                          
              
                SEGMENT6 RESULTS FROM OPERATIONS


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




                                                
             
             12 Months Ended December 31,                                                                             Growth Rates %


                                              Preliminary               20188                                       20178                                        Preliminary                20188
                                                     2019                                                                                                             20198



     
                # of Registrations



     North America                             7,507,959                         4,376,883                                                                        2,289,036                         71.5    91.2
                                                                                                                                                                                                     %      %



     International                             5,210,121                         5,767,290                                                                        6,162,597                        (9.7)  (6.4)
                                                                                                                                                                                                     %
                                                                                                                                                                                                            %

                                                                                                                                                                                                                  ---

                   Total # of Registrations    12,718,080                        10,144,173                                                                        8,451,633                         25.4    20.0


                                                                                                                                                                                                     %      %




                   Average Paying Subscribers



     North America                               425,193                           183,794                                                                           83,870                        131.3   119.1
                                                                                                                                                                                                     %
                                                                                                                                                                                                            %



     International                               305,895                           299,619                                                                          295,533                          2.1     1.4
                                                                                                                                                                                                     %      %

                                                                                                                                                                                                                  ---

                   Total Average Paying           731,088                           483,413                                                                          379,403                         51.2    27.4
                    Subscribers

                                                                                                                                                                                                     %      %





     
                Monthly ARPU



     North America                                   EUR     18.91                                                   EUR       21.81                                                         EUR  23.77  (13.3)      (8.2)
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %



     International                                   EUR     14.34                                                   EUR       15.39                                                         EUR  16.81   (6.8)      (8.4)
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %

                                                                                                                                                                                                                             ---

                   Monthly ARPU                       EUR     17.00                                                   EUR       17.83                                                         EUR  18.35   (4.7)      (2.8)


                                                                                                                                                                                                            %          %





     
                Total Net Revenue



     North America                                   EUR    96,508                                                   EUR      48,105                                                         EUR 23,919   100.6       101.1
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %



     International                                   EUR    52,633                                                   EUR      55,333                                                         EUR 59,610   (4.9)      (7.2)
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %

                                                                                                                                                                                                                             ---

                   Total Net Revenue                  EUR   149,141                                                   EUR     103,438                                                         EUR 83,529    44.2        23.8


                                                                                                                                                                                                            %          %





     
                Direct Marketing



     North America                                   EUR    58,292                                                   EUR      27,862                                                         EUR 17,980   109.2        55.0
                                                                                                                                                                                                            %          %



     International                                   EUR    27,292                                                   EUR      32,026                                                         EUR 35,489  (14.8)      (9.8)
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %

                                                                                                                                                                                                                             ---

                   Total Direct Marketing             EUR    85,584                                                   EUR      59,888                                                         EUR 53,469    42.9        12.0


                                                                                                                                                                                                            %          %





     
                Contribution



     North America                                   EUR    38,216                                                   EUR      20,243                                                         EUR  5,939    88.8       240.8
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %



     International                                   EUR    25,341                                                   EUR      23,307                                                         EUR 24,121     8.7       (3.4)
                                                                                                                                                                                                            %
                                                                                                                                                                                                                       %

                                                                                                                                                                                                                             ---

                   Total Contribution                 EUR    63,557                                                   EUR      43,550                                                         EUR 30,060    45.9        44.9


                                                                                                                                                                                                            %          %


                                     
     
                SPARK NETWORKS SE


                                  
     
       UNAUDITED PRO FORMA FINANCIAL INFORMATION7


                                     
     
                (in EUR thousands)




                                                                                   Year Ended December 31,


                                                                                                       2019



     
            (in EUR thousands)                                                  (pro forma) /preliminary




     Revenue                                                                                       220,111



     Net loss                                                                                     (17,732)

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


                                          Year Ended December 31,


                                                              2019


                   (in EUR thousands)     (pro forma) /preliminary




     
                Net loss                               (17,732)



     Net finance expenses                                  12,195


      Income tax expense (benefit)                           (977)


      Depreciation and amortization                         17,689


      Impairment of intangible assets and
       goodwill                                                788


      Share-based compensation expense                       3,305


      Acquisition and other costs                           14,253


                   Adjusted EBITDA                          29,521


                                              Year Ended December 31,


                                                                  2019


                   Summary of acquisition and
                    other costs (in EUR
                    thousands)                (pro forma) /preliminary



      Contract liabilities write-
       offs                                                     14,371


      Gain realized upon sublease
       commencement                                            (1,315)


      Project consultant costs                                     194


      Other employee payments                                      853



     Severance costs                                              150


                   Total adjustments                            14,253

Investor Conference Call

The Group will discuss its financial results during a live teleconference today at 8:00 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, Spark Networks will host a webcast of the call which will be accessible in the Investor Relations section of Spark Networks' website at https://investor.spark.net/investor-relations/home.

A replay will begin approximately three hours after completion of the call and run until May 13, 2020.

Replay
Toll-Free (United States): 1-844-512-2921
International: 1-412-317-6671

Passcode: 13700746

Preliminary Financial Information

The estimated financial results for the second half and full fiscal year 2019 set forth in this press release are preliminary, unaudited and subject to completion, reflect management's current views and may change as a result of management's review of results and other factors. Such preliminary results are subject to the finalization and closing of Spark Networks' accounting books and records and should not be viewed as a substitute for full audited financial statements. Neither Spark Networks' independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary results. The final results for the second half and full year 2019 may vary materially from the preliminary financial information included in this press release.

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. These forward-looking statements include statements regarding Spark Networks' preliminary unaudited financial results for the second half and full year 2019, the expected savings and marketing synergies of the combined company, the launch of new products, the significant market opportunity of Spark Networks, Spark Networks' financial outlook and guidance for H1 2020 and full year 2020, including with respect to Adjusted EBITDA and revenue, and the potential impact of COVID-19 on Sparks Networks' business and the online dating industry. There are a number of factors that could cause actual results and developments to differ materially, including, but not limited to, the following: the preliminary results for the second half and full year 2019 are subject to change pending the completion of Spark Networks' audit of its financial statements for the full year 2019, and Spark Networks' final audited financial statements may differ significantly from the preliminary financial results; the risk that the benefits, including expected cost synergies, from the acquisition of Zoosk, Inc. 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 our ability to stabilize our business; risks related to our ability to achieve $30 to $34 million (EUR27 to EUR31 million) of Adjusted EBITDA in 2020; risks related to 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 intended cost savings; the ability to promptly and effectively integrate the businesses of Spark Networks SE and Zoosk, Inc.; Spark Networks' ability to generate cash from operations, lower-than-expected revenue, 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 identify potential acquisitions; Spark Networks' ability to successfully integrate acquired businesses and the ability of acquired businesses to perform as expected; Spark Networks' ability to maintain strong relationships with branded channel partners; changes in Spark Networks' share 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; Spark Networks' ability to comply with new and evolving regulations relating to data protection and data privacy; general competition and price measures in the market place; risks related to the duration and severity of COVID-19 and its impact on Spark Networks' business; the effects of shelter-in-place orders on Spark Networks' business and the online dating industry; the impact of COVID-19 on the U.S. and global economies and financial markets; and general economic conditions. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" in Spark Networks' Annual Report on Form 20-F for the year ended December 31, 2019 and in other sections of Spark Networks' filings with the Securities and Exchange Commission ("SEC"), and in Spark Networks' 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 except as required by law.

About Spark Networks SE:

Spark Networks SE is America's second largest dating company, listed on the New York Stock Exchange American under the ticker symbol "LOV," with headquarters in Berlin, Germany, and offices in New York, Utah and California. The Company's widening portfolio of premium and freemium dating apps include Zoosk, EliteSingles, Jdate, Christian Mingle, eDarling, JSwipe and SilverSingles, among others. Spark Networks SE in its current form is the result of the merger between Affinitas GmbH and Spark Networks, Inc. in 2017 and the addition of Zoosk, Inc. in 2019. Spark Networks has approximately one million monthly paying subscribers globally.

For More Information

Investors:
Christopher Camarra
Vice President of Investor Relations
christopher.camarra@spark.net

(1) Contribution is defined as revenue, net of refunds and credit card chargebacks, less direct marketing. Direct Marketing is defined as online and offline advertising spend and is included within Cost of revenue within Spark Networks' Consolidated Statements of Operations and Comprehensive Loss.

(2) Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("Adjusted EBITDA") is not a measure defined by International Financial Reporting Standards ("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. This includes: (i) items such as share-based compensation, asset impairments, gains or losses on foreign currency transactions and interest expense, and (ii) items related to acquisitions or other costs that are non-recurring, infrequent, or unusual in nature including contract liabilities write-offs, gains realized upon sublease commencement, transaction and advisory fees, merger integration costs, other employee payments, and severance. Adjusted EBITDA should not be construed as a substitute for net (loss) / profit (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 months ended December 31, 2019, June 30, 2019, and December 31, 2018, and the years ended December 31, 2019 and December 31, 2018 can be found in the table below.

Statements regarding our positioning to deliver Adjusted EBITDA of $30 to $34 million (EUR27 to EUR31 million) in 2020 do not include certain charges and costs. The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, including (i) items such as share-based compensation, asset impairments, gains or losses on foreign currency transactions and interest expense, and (ii) items related to acquisitions or other costs that are non-recurring, infrequent, or unusual in nature including contract liabilities write-offs, gains realized upon sublease commencement, transaction and advisory fees, merger integration costs, other employee payments, and severance. The exclusion of these charges and costs in future periods will have a significant impact on our Adjusted EBITDA. We are not able to provide a reconciliation of our non-IFRS financial guidance to the corresponding IFRS measures without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and 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 Zoosk as if the Spark Networks / Zoosk Merger had occurred on January 1, 2019. 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, 2019.

(8) Certain comparative figures for the years ended December 31, 2018 and December 31, 2017 were restated for immaterial errors.


                                                                          
              
                SPARK NETWORKS SE


                                                                  
        
                Reconciliation of Net Loss to Adjusted EBITDA


                                                                          
              
                (in EUR thousands)




                                                       
            
       Six Months Ended                                                          Years Ended December 31,


                                                    Preliminary                                                                                                        Preliminary


                                                     12/31/2019                                          6/30/2019                12/31/2018                                  2019        2018






     
                Net loss                            (11,979)                                            (4,874)                   (1,956)                              (16,853)    (4,216)



     Net finance expenses                                8,831                                                 119                        394                                  8,950         958



     Income tax expense                                (5,246)                                                401                      2,387                                (4,845)      1,147


      Depreciation and amortization                       8,977                                               1,653                      1,928                                 10,630       3,565


      Impairment of intangible assets and
       goodwill                                             703                                                                         3,324                                    703       3,324


      Share-based compensation expense                      260                                               2,075                      2,314                                  2,335       4,091


      Acquisition and other costs                        17,170                                               4,459                        129                                 21,629         970


                   Adjusted EBITDA(2)                    18,716                                               3,833                      8,520                                 22,549       9,839





                   Summary of acquisition and other
                    costs


      Contract liabilities write-offs                    14,371                                                                                                              14,371         289


      Gain realized upon sublease
       commencement                                     (1,259)                                                                                                            (1,259)


      Transaction and advisory fees                         348                                               4,413                                                            4,761         264



     Merger integration costs                              493                                                                            87                                    493         101



     Other employee payments                               826                                                                                                                 826



     Severance costs                                     2,391                                                  46                         42                                  2,437         316


                   Total adjustments                     17,170                                               4,459                        129                                 21,629         970

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SOURCE Spark Networks SE