XML 31 R23.htm IDEA: XBRL DOCUMENT
v3.24.3

Commitments and Contigencies | 9 Months Ended
--- | ---
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contigencies | Note 14 - Commitments and Contingencies The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Litigation We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE, BADOO and FRUITZ marks. These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved. Except as otherwise disclosed below, while it is reasonably possible that a loss for a particular matter may be incurred in excess of recorded amounts as of September 30, 2024, a reasonable estimate of the amount or range of possible loss in excess of amounts already accrued cannot be made at this time. These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company. Litigation Related to the Illinois Biometric Information Privacy Act (the “BIPA”) In late 2021 and early 2022, four putative class action lawsuits were filed against the Company alleging that certain features of the Badoo or Bumble apps violate the Illinois BIPA. Each of these lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in one action) punitive damages. The parties reached a proposed class action settlement in these lawsuits, which were consolidated on May 30, 2024. The settlement was preliminarily approved on June 6, 2024, and the Court entered a final approval order as to the settlement on October 24, 2024. Between September 2023 and March 2024, the Company received approximately 29,000 pre-arbitration demands regarding Bumble’s alleged violation of BIPA. The parties reached settlements to resolve all of these individual demands, and the settlements have been fully paid as of August 1, 2024. An accrual has been made based on the probable and estimable loss i n connection with the aforementioned class and individual matters. For the three and nine months ended September 30, 2024, we recorded nil and $2.5 million, respectively, in costs in connection with the aforementioned class and individual matters. In February 2024, an additional class action lawsuit was filed in Illinois alleging that certain features of Bumble app violate BIPA. The case has been administratively terminated pending resolution of the plaintiff’s individual claims in arbitration. Proceedings Related to the September 2021 Secondary Public Stock Offering (the “SPO”) Six shareholder derivative complaints have been filed in the United States District Court for the Southern District of New York, United States District Court for the District of Delaware and Delaware Court of Chancery against the Company and certain directors and officers asserting claims under the U.S. federal securities laws that the Registration Statement and prospectus used for the SPO contained false and misleading statements or omissions by failing to disclose certain information concerning Bumble and Badoo app paying users and related trends and issues with the Badoo app payment platform, and that as a result of the foregoing, Bumble’s business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. The Glover-Mott shareholder derivative complaint was filed in April 2022 in federal court. The Michael Schirano shareholder derivative complaint was filed in May 2023 in federal court. The United States District Court for the District of Delaware ordered the two actions consolidated in August 2023 under the caption In Re Bumble Inc. Stockholder Derivative Litigation. An amended consolidated complaint was filed in August 2023 alleging violations of Section 14(a) of the Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 29(b) of the Exchange Act, as well as for breach of fiduciary duty, waste, and unjust enrichment against, among others, management, our Board of Directors and Blackstone. The complaint seeks unspecified damages; rescission of certain employment agreements between the individual defendants and the Company, disgorgement from defendants of any improperly or unjustly obtained profits or benefits; an award of costs and disbursements, including reasonable attorneys’ fees; punitive damages; pre- and post-judgment interest, and that the Company be directed to take action to reform its corporate governance and internal procedures. Two federal court shareholder derivative complaints were voluntarily dismissed in July 2023. In January 2023 and February 2023, purported shareholders Alberto Sanchez and City of Vero Beach Police Officers’ Retirement Trust Fund, respectively, filed shareholder derivative complaints in the Delaware Court of Chancery. In March 2023, the Delaware Court of Chancery consolidated those actions under the caption In re Bumble Inc. Stockholder Derivative Litigation. In April 2023, the consolidated action plaintiffs filed a consolidated complaint that asserts claims for breach of fiduciary duty and unjust enrichment against, among others, management, our Board of Directors, and Blackstone. The complaint seeks unspecified damages; a finding that the individual defendants breached their fiduciary duties; disgorgement from defendants of any unjustly obtained profits or benefits; and an award of costs and disbursement, including attorneys’ fees, accountants’ fees, and experts’ fees. In October 2023, the court denied defendants’ motion to dismiss the consolidated complaint. In August 2023, Bumble received litigation demands from (i) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed William B. Federman Irrevocable Trust derivative action in the U.S. District Court for the District of Delaware and (ii) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed Dana Messana derivative action in the U.S. District Court for the District of Delaware. Both litigation demands are directed to the Bumble Board and contain factual allegations involving the September 2021 SPO that are generally consistent with those in the derivative litigation filed in state and federal court. The letters demand, among other things, that Bumble’s Board undertake an independent investigation into alleged legal violations, and that Bumble commence a civil action to pursue related claims against any individuals who allegedly harmed Bumble. In November 2023, Bumble formed a Special Litigation Committee (“SLC”) to investigate the claims at-issue in the In Re Bumble Inc. Stockholder Derivative Litigation pending in the United States District Court for the District of Delaware and Delaware Court of Chancery, as well as the William B. Federman Irrevocable Trust and Dana Messana litigation demands. In January 2024, the Delaware Court of Chancery entered an order staying the litigation for 180 days to allow the SLC to conduct its investigation, and the United States District Court for the District of Delaware so-ordered a stipulation similarly staying the litigation until July 15, 2024 to allow the SLC to conduct its investigation. In June 2024, the stay was extended by 10 days to July 25, 2024 in both the United States District Court for the District of Delaware and the Delaware Court of Chancery. On July 25, 2024, the SLC submitted a report of its factual findings and legal analysis. The SLC determined that terminating and dismissing the litigation would best serve the interests of the Company and its stockholders. The SLC moved to terminate and dismiss with prejudice the litigation pending in the Delaware Court of Chancery, and pursuant to prior Court Order, agreed to meet and confer with the parties to the litigation pending in the United States District Court for the District of Delaware concerning proposed next steps in that litigation, including a motion by the SLC to dismiss the litigation. The SLC also informed counsel for the shareholders who brought litigation demands (William B. Federman Irrevocable Trust and Dana Messana) of its findings. In October 2024, the United States Court for the District of Delaware granted a stay of the litigation pending a decision on the SLC’s forthcoming motion to terminate the Delaware Court of Chancery action. Management is unable to determine a range of potential losses that is reasonably possible of occurring. The Company has also received an inquiry from the SEC relating to the disclosures that were at issue in the SPO class action that has since been settled by the Company. The Company cannot predict at this point the length of time that the inquiry will be ongoing, the outcome or the liability, if any, that may arise therefrom. Proceedings Related to the California Unruh Civil Rights Act (the "Unruh Act") On April 9, 2024, a putative class action complaint was filed against the Company in the United States District Court for the Central District of California, also alleging that Bumble’s “women message first” feature violates the Unruh Act. Plaintiffs in these lawsuits sought declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On July 8, 2024, the named plaintiffs filed a notice voluntarily dismissing the action without prejudice. On August 16, 2024, the named plaintiffs refiled their Unruh Act claims in the Superior Court of the State of California for the County of Riverside, this time naming as defendants both the Company and its founder, Executive Chair and former CEO Whitney Wolfe Herd. Similar to the action filed on April 9, 2024, the litigation is a putative class action in which the named plaintiffs allege that the “women message first” feature violates the Unruh Act. Plaintiffs seek declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On October 9, 2024, the action was removed to the United States District Court for the Central District of California, where it is currently pending. Proceedings Related to 2024 Financial Results In September 2024, a purported securities class action complaint was filed in the United States District Court for the Western District of Texas, naming the Company and certain of its current executives and directors as defendants. The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act, alleging that the defendants made or disseminated materially false and misleading statements and/or concealed material adverse facts concerning Bumble’s relaunch strategy announced in 2024. The class action complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief. On October 31, 2024, a shareholder derivative complaint was filed in the United States District Court for the Western District of Texas, naming as defendants certain of our current and former executives and directors, as well as the Company as a nominal defendant. The complaint asserts state and federal claims based on the same alleged misstatements as the securities class action complaint. The complaints seek unspecified damages, attorneys’ fees, and other costs. The Company intends to vigorously defend against the claims asserted in the lawsuits. However, any litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company, or any adverse settlement, could materially and adversely impact the business, results of operations, financial condition and prospects of the Company. Other Proceedings From time to time, the Company is subject to patent litigations asserted by non-practicing entities. As of September 30, 2024 and December 31, 2023, the Company determined that provisions of $39.7 million and $65.8 million, respectively, reflect our best estimate of any probable future obligation for the Company’s litigations. During the three and nine months ended September 30, 2024, the Company paid $0.7 million and $26.4 million, respectively, to settle litigation matters, which amount is accordingly no longer reflected in the provision as of September 30, 2024. Legal expenses are included in “General and administrative expense” in the accompanying consolidated statements of operations. Purchase Commitments In May 2023, the Company amended an agreement with one of our third parties related to cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $12.0 million over the period of 18 months from May 2023. If at the end of the 18 months, or upon early termination, the Company has not reached the $12.0 million in spend, the Company will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of September 30, 2024, our minimum commitment remaining is $2.6 m illion.

X
- References No definition available. + Details
Name: | us-gaap_CommitmentsAndContingenciesDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for commitments and contingencies. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 405 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/405-30/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4 Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/450/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478522/954-440-50-1 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482648/440-10-50-4 Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/440/tableOfContent + Details
Name: | us-gaap_CommitmentsAndContingenciesDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration