Company Overview

The Meet Group, Inc. ("Company," "The Meet Group," "us" or "we") is a leading provider of interactive dating solutions designed to meet the universal need for human connection. We leverage a powerful live video platform ("Live"), empowering our global community to forge meaningful connections. Our primary applications ("apps") are MeetMe®, Skout®, Tagged®, LOVOO® and Growlr®.

We operate location-based social networks for meeting new people - primarily on mobile platforms, including on iPhone, Android, iPad and other tablets - that facilitate interactions among users and encourage users to connect, communicate and engage with each other. Over the past three years we have transformed our business from an advertising-based revenue model to one where the majority of our revenue is derived from user pay monetization and subscriptions. The fastest-growing component of user pay monetization comes from in-app purchases, including virtual gifts associated with Live.

We began developing Live in 2016 with the belief that we could successfully pair live streaming and dating - a model that we had seen work effectively for Asian dating app providers. We first launched Live on the MeetMe app in early 2017 and, in October 2017, we began to monetize the feature by enabling virtual gifting within live video broadcasts. During this time period, we also executed on our strategy of acquiring other properties - Skout, Inc. ("Skout"), Ifwe, Inc. ("if(we)") and LOVOO GmbH ("LOVOO") - where we believed Live would fit naturally. We launched the monetized version of Live on the Skout app in the fourth quarter of 2017, and the Tagged and LOVOO apps in the second quarter of 2018. We have also continued to add features and enhancements intended to drive video engagement and increase monetization across all of our apps, and, we recently launched and monetized Live on the Growlr app, which we acquired in 2019 as part of our acquisition of Initech LLC ("Initech"). Live has become the fastest-growing revenue product in our history.

We leverage Live by making it available to third-party apps (and users of third-party apps) as a video-as-a-service platform ("vPaaS"). With vPaaS, users of Live appear on and interact with users of other mobile apps and vice versa, providing mutually-beneficial revenue-share arrangements with the owners of these other third-party apps.

We also offer online marketing capabilities, which enable marketers to display their advertisements on our apps. We offer significant scale to our advertising partners, delivering more than 10 billion monthly advertising impressions across our active global user base and sophisticated programmatic strategies for effective targeting. We work with advertising partners to maximize the effectiveness of their campaigns by optimizing advertisement formats and placements for maximum performance and return on investment.

Just as Facebook has established itself as the social network of friends and family, and LinkedIn has established itself as the social network of colleagues and business professionals, we have created the social entertainment network not of the people you know, but of the people you want to know. Nimble, fast-moving and already in more than 100 countries, we are differentiating ourselves from other dating brands with Live, which is not offered by many of our direct competitors. Modeled after the live video platforms offered by Asian dating app providers, but enhanced in order to appeal to Western audiences, Live is aimed at the nexus of entertainment and community, where we believe our apps exhibit a natural strength.

Our vision extends beyond dating and entertainment. We focus on building quality products to satisfy the universal need for human connection among all people, everywhere - not just paying subscribers. We believe meeting new people is a basic human need, especially for users aged 18 to 34, when so many long-lasting relationships are made. We use advanced technology to engineer serendipitous connections among people who otherwise might never have met - a sort of digital coffeehouse, where everyone belongs. Over the years, our apps have originated untold numbers of chats, shares, good friendships, dates and romantic relationships - even marriages.

We believe we have significant growth opportunities enabled through our social entertainment platform. We believe our scale provides unique advantages to grow video monetization, while also establishing a high density of users within the geographic regions we serve. As our networks grow and the number of users in a location increases, we believe that users who are seeking to meet new people will incrementally benefit from the quantity of relevant connections.




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Cautionary Note Regarding Forward-looking Statements

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") and the rest of this Quarterly Report on Form 10-Q ("Quarterly Report") may be considered to be "forward-looking statements" as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995.

In particular, these forward-looking statements include, among others, statements about:



• liquidity;


• capital expenditures;


• opportunities for our business;

• growth of our business;

• anticipations and expectations regarding mobile usage and monetization.




•      the closing of the transactions contemplated by the Merger Agreement
       (defined below), including the Merger (defined below); and

• the potential impact of the 2019 novel coronavirus ("COVID-19").

All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future financial position, liquidity, business strategy, plans and objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Important factors that could cause actual results to differ from those in the forward-looking statements include users' willingness to try new product offerings and engage in our app upgrades and new features, the risk that unanticipated events affect the functionality of our apps with popular mobile operating systems, any changes in such operating systems that degrade our apps' functionality and other unexpected issues that could adversely affect usage on mobile devices, the risk that the mobile advertising market will not grow, the ongoing existence of such demand and the willingness of our users to complete mobile offers or pay for Credits, Points, Gold, Icebreakers, Flash! and Shout!. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

One should read the following discussion in conjunction with our audited historical consolidated financial statements. MD&A contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in "Part I, Item 1A - Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission ("SEC") on March 12, 2020 ("Annual Report"). Additional risks that we do not presently know or that we currently believe are immaterial could materially and adversely affect any of our business, financial position, future results or prospects.

This MD&A is provided as a supplement to, and should be read in conjunction with, our audited "Consolidated Financial Statements" and the related notes thereto and the MD&A included in our Annual Report, as well as our unaudited "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Quarterly Report.





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Merger Agreement

On March 5, 2020, we announced that we entered into a definitive agreement to be acquired by ProSiebenSat.1 Media SE's and General Atlantic Coöperatief U.A.'s joint company, NCG - NUCOM GROUP SE, a European stock corporation ("NuCom"), through eHarmony Holding, Inc., a subsidiary of NuCom's platform company Parship Group GmbH ("Buyer"). Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 5, 2020, by and among us, Buyer, Holly Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Buyer ("Merger Sub"), and NuCom, solely for the purpose of guaranteeing Buyer's obligations under the Merger Agreement as set forth therein, and upon the terms and subject to the conditions thereof and in accordance with Section 251 of the General Corporation Law of the State of Delaware, Merger Sub shall merge with and into us ("Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease, we shall continue as the surviving corporation in the Merger ("Surviving Corporation") and the Surviving Corporation shall become a wholly-owned subsidiary of Buyer. Pursuant to the Merger Agreement, we filed a definitive proxy statement and notice of a special meeting to solicit stockholder approval of the Merger Agreement with the SEC on April 22, 2020, and stockholder approval was received on June 4, 2020.

At the effective time of the Merger, and subject to the terms and conditions of the Merger Agreement, all shares of our common stock, other than (i) shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law, or (ii) as otherwise provided in the Merger Agreement, will automatically be converted into the right to receive $6.30 in cash, without interest. Additionally, (i) each outstanding stock option to acquire shares of our common stock, (ii) each outstanding share of restricted stock and (iii) each outstanding restricted stock unit that is subject to performance-based vesting will be cancelled in exchange for a cash payment, as established in the Merger Agreement.

We expect the Merger will be completed by the end of 2020, subject to the satisfaction of all closing conditions.

Impact of the 2019 Novel Coronavirus

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business. In the first quarter of 2020, we took a number of precautionary measures designed to help minimize the risk of the spread of the virus to our employees, including suspending all non-essential travel worldwide for our employees, temporarily closing our offices in the U.S. and Germany and requiring all employees to work remotely. These precautionary measures remained in place during the second quarter of 2020.

In March 2020 and continuing into the second quarter of 2020, we experienced an increase in demand for our services as more people around the world practiced social distancing. We saw an increase in the demand for Live, which was partially offset by a slight decrease in demand for our dating products. As a result of these shifts in users' behavior, video daily active users ("vDAUs") and average daily video revenue per video daily active user ("vARPDAU") has continued to increase, yielding an increase in video revenue.

Starting in March 2020 and continuing into the second quarter of 2020, we also saw lower industry demand for advertising, which we attribute to the global macroeconomic effects of the COVID-19 pandemic. As a result of this lower demand for advertising, advertising rates within the industry continued to decline for the three months ended June 30, 2020, and we saw a decrease in our advertising revenue. Our advertising products yield a higher margin when compared to Live and our dating products. Given the differential in margin, if this increased customer demand for Live and lower advertising rates continues, we expect our margins may be negatively impacted in the second half of 2020 or longer unless offset by rising Live revenue and we are unable to predict the duration or degree of such impact with any certainty.

This situation is changing rapidly, and additional impacts may arise that we are not aware of currently. As a result, the effects of COVID-19 may not be fully reflected in our financial results until future periods. One should review "Part I, Item 1A - Risk Factors" and "Part II, Item 1A - Risk Factors," respectively, in our Annual Report and Quarterly Report for the quarter ended March 31, 2020 filed with the SEC on May 6, 2020 ("First Quarter Quarterly Report") for a description of the material risks that we currently face in connection with COVID-19.

Operating Metrics

We measure website and app activity in terms of monthly active users ("MAUs") and daily active users ("DAUs"). We define an MAU as a registered user of one of our platforms who has logged in and visited within the last month of measurement. We define a DAU as a registered user of one of our platforms who has logged in and visited within the day of measurement. We define a vDAU as a registered user of one of our platforms who has logged in and visited Live, either as a broadcaster or a viewer, on the day of measurement.




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The following table sets forth our average MAUs, DAUs and vDAUs for the three months ended June 30, 2020 and 2019:


                        Average for the
                  Three Months Ended June 30,
(in thousands)       2020               2019
MAUs                 18,925              18,242
DAUs                  4,596               5,118
vDAUs                 1,021                 892


Second Quarter of 2020 Highlights



•      Revenue: Our revenue was $90.3 million for the three months ended June 30,
       2020, up 73.7% from $52.0 million for the three months ended June 30,
       2019.



•      Net Income: Our net income was $10.4 million for the three months ended
       June 30, 2020, up 370.9% from $2.2 million for the three months ended June
       30, 2019.



•      Adjusted EBITDA: Our adjusted earnings before interest, taxes,
       depreciation and amortization ("Adjusted EBITDA") was $20.8 million for
       the three months ended June 30, 2020, up 112.6% from $9.8 million for the
       three months ended June 30, 2019. For the definition of Adjusted EBITDA,
       please refer to the heading "Non-GAAP Financial Measure" included in this
       MD&A.



•      Cash and Cash Equivalents: We had cash and cash equivalents of $47.6
       million as of June 30, 2020.


Trends in Our Metrics

In addition to MAUs, DAUs and vDAUs, we measure activity on our apps in terms of average revenue per user ("ARPU"), average daily revenue per daily active user ("ARPDAU") and vARPDAU. We define ARPU as the quarterly revenue per average MAU. We define ARPDAU as the average daily revenue per DAU. We define vARPDAU as the average daily video revenue per vDAU. We define a mobile MAU as a user who accessed our sites by one of our mobile apps or by the mobile optimized version of our websites for MeetMe, Skout and LOVOO, whether on a mobile phone or tablet during the month of measurement. We define a mobile DAU as a user who accessed our sites by one of our mobile apps or by the mobile optimized version of our websites for MeetMe, Skout and LOVOO, whether on a mobile phone or tablet during the day of measurement.

For the three months ended June 30, 2020, we averaged 16.75 million mobile MAUs and 18.93 million total MAUs, compared with 16.17 million mobile MAUs and 18.24 million total MAUs on average for the three months ended June 30, 2019, which amounted to an increase of 0.58 million, or 3.6%, for mobile MAUs, and an increase of 0.68 million, or 3.7%, for total MAUs.

For the three months ended June 30, 2020, we averaged 4.08 million mobile DAUs and 4.60 million total DAUs, compared with 4.56 million mobile DAUs and 5.12 million total DAUs on average for the three months ended June 30, 2019, which amounted to a decrease of 0.48 million, or 10.6%, for mobile DAUs, and a decrease of 0.52 million, or 10.2%, for total DAUs.

For the three months ended June 30, 2020, we averaged 1.02 million vDAUs, compared with 0.89 million vDAUs on average for the three months ended June 30, 2019, which amounted to an increase of 0.13 million, or 14.5%, for vDAUs.




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The following graphs set forth our average MAUs, mobile MAUs, DAUs, mobile DAUs and vDAUs by quarter from the three months ended June 30, 2019 to the three months ended June 30, 2020:



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For the three months ended June 30, 2020, we earned ARPU of $1.59 on the web and ARPU of $4.78 on our mobile apps, compared with ARPU of $1.53 on the web and ARPU of $2.90 on our mobile apps for the three months ended June 30, 2019, which amounted to an increase of $0.06, or 3.9%, on the web and an increase of $1.88, or 64.8%, on our mobile apps.

For the three months ended June 30, 2020, we earned ARPDAU of $0.09 on the web and ARPDAU of $0.22 on our mobile apps, compared with ARPDAU of $0.08 on the web and ARPDAU of $0.11 on our mobile apps for the three months ended June 30, 2019, which amounted to an increase of $0.01, or 12.5%, on the web and an increase of $0.11, or 100.0%, on our mobile apps.

For the three months ended June 30, 2020, we earned vARPDAU of $0.66, compared with vARPDAU of $0.26 for the three months ended June 30, 2019, which amounted to an increase of $0.40, or 153.8%.

The following graphs set forth our web ARPU, mobile ARPU, web ARPDAU, mobile ARPDAU and vARPDAU by quarter from the three months ended June 30, 2019 to the three months ended June 30, 2020:



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As our business continues to evolve and as subscription and in-app purchases contribute to a larger portion of our revenue, we may choose to report new or additional metrics that are more closely tied to key business drivers or stop reporting metrics that are no longer relevant.

Factors Affecting Our Performance



We believe the following factors affect our performance:
•      Number of MAUs, DAUs and vDAUs: We believe our ability to grow web and
       mobile MAUs, DAUs and vDAUs affects our revenue and financial results by
       influencing the number of advertisements we are able to show, the value of
       those advertisements and the volume of subscriptions and in-app purchases,
       as well as our expenses and capital expenditures.



•      User Engagement: We believe changes in user engagement patterns affect our
       revenue and financial performance. Specifically, the number of visits and
       the amount of time spent by each MAU, DAU or vDAU generates affects the
       number of advertisements we are able to display and therefore the rate
       at which we are able to monetize our active user base. In addition, the
       number of users that make in-app purchases and the amounts that they
       purchase directly impacts our revenue. We continue to create new features
       and enhance existing features to drive additional engagement. The percent
       of MAUs and DAUs that engage with our video products and their conversion
       to paying users also affects the amount of in-app purchases revenue we are
       able to earn.



•      Advertising Rates: We believe our revenue and financial results are
       materially dependent on industry trends, and any changes to the cost per
       thousand advertising impressions could affect our revenue and financial
       results. In 2017, we experienced declining advertising rates, which
       negatively affected our revenue. In 2018, we saw some stabilization in
       advertising rates and a return to normal seasonality in advertising
       trends. In 2019, we saw continued stabilization in advertising rates and
       another year of typical seasonality. In 2020, we were negatively impacted
       by the global macroeconomic effects of the COVID-19 pandemic. We expect to
       continue investing in new types of advertising and new placements.
       Additionally, we are prioritizing initiatives that generate revenue
       directly from users, including new in-app purchases products and a premium
       subscription product, in part to reduce our dependency on advertising
       revenue.



•      User Geography: The geography of our users influences our revenue and
       financial results because we currently monetize users in distinct
       geographies at varying average rates. For example, ARPU in the U.S. and
       Canada is significantly higher than in Latin America.



•      New User Sources: The percentage of our new users that are acquired
       through inorganic, paid sources impacts our financial performance,
       specifically with regard to ARPU for web and mobile.
       Inorganically-acquired users tend to have lower engagement rates, tend to
       generate fewer visits and advertisement impressions and to be less likely
       to make in-app purchases. When paid marketing campaigns are ongoing, our
       overall usage and traffic increases due to the influx of
       inorganically-acquired users, but the rate at which we monetize the
       average active user overall declines as a result.



•      Advertisement Inventory Management: Our revenue trends are affected by
       advertisement inventory management changes affecting the number, size or
       prominence of advertisements we display. In general, more
       prominently-displayed advertising units generate more revenue per
       impression.



•      Apple App Store and Google Play Store: Our mobile apps are distributed
       through the Apple App Store and the Google Play Store. Our business will
       suffer if we are unable to maintain good relationships with Apple and
       Google, if their terms and conditions or pricing change to our detriment,
       if we violate, or either company believes that we have violated, its terms
       and conditions or if either of these platforms are unavailable for a
       prolonged period of time.



•      Seasonality: Historically, advertising spending has been seasonal with a
       peak in the fourth quarter of each year. With the decline in advertising
       rates in 2017, we did not experience this seasonality consistent with
       prior years. In 2018 and 2019, we saw some stabilization in advertising
       rates and a return to normal seasonality in advertising trends. We believe
       this seasonality in advertising spending affects our quarterly results,
       which historically have reflected a growth in advertising revenue between
       the third and fourth quarters and a decline in advertising revenue between
       the fourth and subsequent first and second quarters of each year. Growth
       trends in web and mobile MAUs, DAUs and vDAUs affect our revenue and
       financial results by influencing the number of advertisements we are able
       to show, the value of those advertisements, the volume of payments
       transactions and our expenses and capital expenditures.




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•      Business Combinations: Acquisitions have been an important part of our
       growth strategy. In 2016 and 2017, we acquired three companies (Skout,
       if(we) and LOVOO), representing four significant brands for our portfolio
       (Skout, Tagged, Hi5 and LOVOO). In 2019, we acquired Initech and the
       Growlr app. Our ability to integrate acquired apps into our portfolio will
       impact our financial performance. As a consequence of the contributions of
       these businesses and acquisition-related expenses, our consolidated
       results of operations may not be comparable between periods.



•      The Merger: Failure to complete the previously-announced Merger could
       adversely impact the market price of our common stock as well as our
       business and operating results. This risk, as well as other risks
       associated with the Merger, are identified further in "Part I, Item 1A -
       Risk Factors" included in our Annual Report.



•      COVID-19: While our total revenue increased significantly during the
       second quarter of 2020, the future impacts of the pandemic and any
       resulting economic impact are largely unknown and rapidly evolving.  It is
       possible that the COVID-19 pandemic, the measures taken by the governments
       of countries affected and the resulting economic impact may negatively
       impact our results of operations, cash flows and financial position as
       well as our vendors, advertising partners and users. As a result, the
       effects of COVID-19 may not be fully reflected in our financial results
       until future periods. Refer to "Part I, Item 1A - Risk Factors" and "Part
       II, Item 1A - Risk Factors," respectively, in our Annual Report and First
       Quarter Quarterly Report for a description of the material risks that we
       currently face in connection with COVID-19.


Changes in user engagement patterns from web to mobile, international diversification and the rollout of Live also affect our revenue and financial performance. We believe overall engagement as measured by the percentage of users who create content (such as video broadcasts, status posts, messages or photos) or generate feedback increases as our user base grows. We continue to create new and improved features to drive social sharing and increase monetization.

We believe our revenue trends are also affected by advertisement inventory management changes affecting the number, size or prominence of the advertisements we display and traditional seasonality.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in the MD&A included in our Annual Report. We believe there have been no new critical accounting policies, or material changes to our existing critical accounting policies and estimates during the three and six months ended June 30, 2020.

Recent Accounting Pronouncements

For detailed information regarding recently-adopted and recently-issued accounting pronouncements and their actual or expected impacts to our unaudited consolidated financial statements, see "Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies" to the unaudited "Consolidated Financial Statements" and the related notes thereto included elsewhere in this Quarterly Report.



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