e424b3
Filed Pursuant to Rule 424(b)(3)
File Number 333-123228
PROSPECTUS SUPPLEMENT NO. 3
to Prospectus declared
effective on June 12, 2006
(Registration No. 333-123228)
SPARK NETWORKS PLC
This Prospectus Supplement No. 3 supplements our Prospectus dated June 12, 2006 and Prospectus
Supplements Nos. 1 and 2 (collectively referred to as, the Prospectus Supplements) dated June 20
and July 10, 2006, respectively. The selling shareholders identified in the Prospectus are
offering ordinary shares in the form of American Depositary Shares, or ADSs. Each ADS represents
the right to receive one ordinary share. We will not receive any proceeds from the sale of the
shares by the selling shareholders, except for funds received from the exercise of warrants and
options held by selling shareholders, if and when exercised.
You should read this Prospectus Supplement No. 3 together with the Prospectus and Prospectus
Supplements.
This Prospectus Supplement No. 3 includes:
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certain information from a press release issued on August 3, 2006 announcing our
second quarter 2006 financial results; and |
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the attached Current Report on Form 8-K of Spark Networks plc as filed with the
Securities and Exchange Commission on August 1, 2006. |
Our ADSs are listed on the American Stock Exchange under the trading symbol LOV.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 3 is August 4, 2006
SPARK NETWORKS® REPORTS SECOND QUARTER 2006 FINANCIAL RESULTS
BEVERLY HILLS, Calif., August 3, 2006 Spark Networks plc (AMEX: LOV), a leading provider of
online personals services, today reported second quarter 2006 financial results.
Second Quarter and Six Month Highlights
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Other Businesses Segment revenue grows by 118%. |
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The Company rebranded and launched its African American online personals
community, BlackSingles.com®. |
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Relationships.com continued its solid growth during the quarter. |
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The Company acquired LDSSingles, solidifying the Companys
leadership position in the LDS market. |
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The Company increased marketing efforts for other key websites in its
Other Businesses segment. |
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Onsite advertising launches on select websites. |
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During the quarter, the company selected Winstar Interactive Media
Services to help support the sale of online advertising for certain Spark
communities, including its two largest websites: JDate® and
AmericanSingles®. |
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The Company reported that it recently published paid ads on JDate,
Date.ca® and AmericanSingles. |
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Traffic to Spark Networks properties increased 35% from May to June, to 3.7 million visitors,
ranking it 4th on the top-gaining property list, according to comScore Media
Metrixs Inside the Ratings report June 2006. |
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Peter Daboll, CEO of comScore Media Metrix, stated in a recent comScore press
release2 that sites offering opportunities for social interaction
continue to dominate the ratings. |
Financial Results
Reported revenue for the second quarter of 2006 was $17.3 million, an increase of 12% compared to
$15.5 million for the same period in 2005. Revenue for the six months ended June 30, 2006 was $34.1
million, an increase of 7% compared to $32.0 million for the six months ended June 30, 2005.
Total operating expenses for the second quarter of 2006 were $10.3 million, an increase of 2%,
compared to $10.1 million in the same period in 2005. Included in the operating expenses for the
second quarter of 2006 was a share-based compensation expense of approximately $1.1 million as a
result of the Companys adoption of the Statement of Financial Accounting Standards No. 123 (R)
(SFAS 123 (R)) in the third quarter of 2005. Periods prior to the third quarter of 2005 do not
contain any expense for share options in accordance with SFAS 123(R). Operating expenses for the
six months ended June 30, 2006 were $20.5 million, an increase of 6% compared to $19.4 million for
the six months ended June 30, 2005. Even including operating
expenses related to its MingleMatch subsidiary, which the Company acquired in the second quarter of
2005, total operating expenses would have decreased 7% to $18.1 million for the six months ended
June 30, 2006 excluding the effects of SFAS 123 (R).
The Company reported net income of $327,000, or $0.01 per share, for the second quarter of 2006,
compared to a net loss of $859,000, or $(0.03) per share, for the same period in 2005. Due to the
Companys implementation of SFAS 123 (R), the net income for the quarter ended June 30, 2006
includes compensation expense related to share options of $1.1 million. Excluding share-based
compensation, the Company would have reported a profit of $1.4 million, or $0.05 per
share3, for the quarter. Net income for the six months ended June 30, 2006 was $1.0
million, or $0.03 per share, compared to $1.1 million, or $0.04 per share, for the same period in
2005. Excluding share-based compensation, the Company would have reported net income of $3.5
million or $0.11 per share, for the six months ended June 30, 2006.
EBITDAS for the second quarter of 2006 was $2.6 million, an increase of 927% compared to
EBITDAS of $253,000 during the same period in 2005. EBITDAS for the six months ended June 30, 2006
was $6.0 million, an increase of 80% compared to EBITDAS of $3.3 million during the same period in
2005. See the attached Consolidated Statement of Operations for a reconciliation of EBITDA and
EBITDAS to net income.
Balance Sheet, Cash, Debt
As of June 30, 2006, the Company had a cash and marketable securities position of $11.5 million
compared to $17.3 million at December 31, 2005. During the first six months of 2006, the Company
paid the final $9.0 million in debt due as a result of the MingleMatch acquisition, as well as $2.0
million in respect to the acquisition of LDSSingles. Cash flow from operations during the first
half of 2006 was $5.8 million, an increase of 346% compared to cash flow from operations of $1.3
million in the first half of 2005. The increased operating cash flow was driven by increased
revenue combined with a reduction in operating costs, excluding stock compensation. As of June 30,
2006, the Company had accumulated over $50.0 million of NOLs.
Segment Reporting4
The Company reported second quarter 2006 revenue for its JDate segment of $7.0 million, an increase
of 13% compared to $6.2 million in the same period in 2005. JDate revenue for the six months ended
June 30, 2006 was $14.0 million, an increase of 10% compared to $12.7 million for the six months
ended June 30, 2005.
The Company reported second quarter 2006 revenue for its AmericanSingles segment of $6.0 million, a
decrease of 17% compared to $7.3 million in the same period in 2005. AmericanSingles revenue for
the six months ended June 30, 2006 was $12.3 million, a decrease of 20% compared to $15.4 million
for the six months ended June 30, 2005. The decrease in revenue is the result of the planned
reduction in the marketing spend for AmericanSingles in order to bring its subscriber acquisition
cost (SAC) to a level generating acceptable contribution margin.
The Company reported second quarter 2006 revenue for its Other Businesses segment of $4.3 million,
an increase of 118% compared to $2.0 million in the same period in 2005. Results for the Other
Businesses revenue for the second quarter of 2006 include the acquisition of LDSSingles.com, which
was effective May 5, 2006. Other Businesses revenue for the six months ended June 30, 2006 was $7.8
million, an increase of 100% compared to $3.9 million for the six months ended June 30, 2005.
Business Metrics
Effective with this quarters earnings release, the Company has changed the method it uses to
calculate the total number of paying subscribers at any given point in time. The change is being
made to more accurately reflect the timing of termination of subscriptions for subscribers who do
not maintain their subscription privileges for the duration of their original subscription terms.
For comparison purposes, the Company has revised its key operating metrics for each quarter, going
back through 2005 using the improved subscription count methodology. See the attached table for
the historical comparative operating metrics.
Average paying subscribers for the Companys JDate segment were 75,100 during the second quarter of
2006, an increase of 12% compared to 67,100 from the same period in 2005. Average paying
subscribers for the six months ended June 30, 2006 were 75,200, an increase of 10% compared to
68,400 for the six months ended June 30, 2005.
Average paying subscribers for the Companys AmericanSingles segment were 90,000 during the second
quarter of 2006, a decrease of 16% compared to 107,000 from the same period in 2005. Average paying
subscribers for the six months ended June 30, 2006 were 90,200, a decrease of 21% compared to
113,600 for the six months ended June 30, 2005.
Average paying subscribers for the Companys Other Businesses segment were 74,300 during the second
quarter of 2006, an increase of 118% compared to 34,100 from the same period in 2005. Average
paying subscribers for the six months ended June 30, 2006 were 69,600, an increase of 116% compared
to 32,200 for the six months ended June 30, 2005.
Average paying subscribers for the Company as a whole in the second quarter of 2006 were
approximately 239,400, an increase of 15% compared to 208,100 from the same period in 2005. Average
paying subscribers for the six months ended June 30, 2006 were 235,000, an increase of 10% compared
to 214,000 for the six months ended June 30, 2005.
Direct subscriber acquisition cost5 (SAC) for the Companys JDate segment in the second
quarter of 2006 was $14.93, an increase of 8% compared to $13.82 from the same period in 2005. SAC
for the six months ended June 30, 2006 was $14.06, an increase of 24% compared to $11.30 in the six
months ended June 30, 2005. The increase in JDate SAC is due to increased marketing expenditures,
particularly offline, in order to build and maintain the strong JDate brand.
SAC for the Companys AmericanSingles segment in the second quarter of 2006 was $39.46, a decrease
of 4% compared to $41.30 in the same period in 2005. SAC for the six months ended June 30, 2006 was
$37.32, an increase of 14% compared to $32.68 for the six months ended June 30, 2006. The decrease
in SAC for the second quarter of 2006 was as a result of the reduction in marketing spend for
AmericanSingles. The increase in SAC for AmericanSingles for the six months ended June, 30, 2006 is
the result of significant cuts in marketing spending in the first quarter of 2005 compared to the
last half of 2004. The carry-over effect in the first quarter of 2005 of increased subscriptions
from previous marketing, combined with reduced marketing expense, made for an atypically low SAC in
the first quarter of 2005, when compared to the first quarter of 2006.
SAC for the Companys Other Businesses segment in the second quarter of 2006 was $44.88, an
increase of 47% compared to $30.44 from the same period in 2005. The increase in SAC for the
quarter is primarily attributable to increased marketing initiatives related to the launches of
Relationships.com and BlackSingles.com. SAC for the six months ended June 30, 2006 was $34.78, a
decrease of 7% compared to $37.52 for the six months ended June 30, 2005.
SAC for the Company as a whole in the second quarter of 2006 was $34.45, an increase of 8% compared
to $31.93 from the same period last year. SAC for the six months ended June 30, 2006 was $30.28, an
increase of 9% compared to $27.70 for the six months ended June 30, 2005.
Safe Harbor Statement:
This press release contains forward-looking statements. Any statements in this news release that
are not statements of historical fact may be considered to be forward-looking statements. Written
words, such as may, will, expect, believe, anticipate, estimate, intends, goal,
objective, seek, attempt, or variations of these or similar words, identify
forward-looking statements. By their nature, forward-looking statements and forecasts involve risks
and uncertainties because they relate to events and depend on circumstances that will occur in the
near future. There are a number of factors that could cause actual results and developments to
differ materially, including, but not limited to our ability to: attract members; convert members
into paying subscribers and retain our paying subscribers; keep pace with rapid technological
changes; maintain the strength of our existing brands; and maintain and enhance those brands and
our dependence upon the telecommunications infrastructure and our networking hardware and software
infrastructure. For a discussion of these and further risks and uncertainties, please see our
filings with the Securities and Exchange Commission. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any reports, statements
or other information that we file at the SECs public reference room at 100 F Street, N.E.,
Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our public filings with the SEC also are available from commercial document
retrieval services and at the web site maintained by the SEC at http://www.sec.gov.
About Spark Networks plc:
Spark Networks American Depositary Shares trade on the American Stock Exchange under the symbol
LOV, and its Global Depositary Shares trade on the Frankfurt Stock Exchange under the symbol
MHJG. The Spark Networks portfolio of consumer websites includes, among others, JDate.com
(www.jdate.com), AmericanSingles.com (www.americansingles.com), BlackSingles.com
(www.blacksingles.com), PrimeSingles.net (www.primesingles.net), BBWPersonalsPlus.com
(www.bbwpersonalsplus.com) and Relationships.com (www.relationships.com).
1 EBITDAS is defined as earnings before interest, taxes, depreciation,
amortization and share-based compensation. EBITDAS should not be construed as a substitute for net
income (loss) or net cash provided by (used in) operating activities (all as determined in
accordance with GAAP) for the purpose of analyzing our operating performance, financial position
and cash flows, as EBITDAS is not defined by GAAP. However, the Company regards EBITDAS as a
complement to net income and other GAAP financial performance measures, including an indirect
measure of operating cash flow. As such, management believes that the investment community finds it
to be a useful tool to perform meaningful comparisons of past, present and future operating results
and as a means to evaluate the results of core on-going operations.
2 Quote taken from comScore Press Release Official FIFA World Cup Web Site Attracts
Millions of Viewers and Billions of Page Views from Around the World in June, July 13, 2006.
3 Share-based compensation is a non-cash charge recorded in the Companys income
statements. The Company believes that the non-GAAP financial measures that exclude share-based
compensation from net income (loss) provide useful information to management and investors
regarding how the expenses associated with the application of SFAS 123 (R) are reflected on the
statements of operations and facilitate comparisons to the Companys historical operating results.
The Companys management uses this information internally for reviewing the financial results,
forecasting and budgeting.
4 In accordance with Financial Accounting Standard No. 131, the Companys financial
reporting includes detailed data on three separate operating segments. The JDate segment consists
of the Companys JDate.com website and its co-branded websites. The AmericanSingles segment
consists of the Companys AmericanSingles.com website and its co-branded and private label
websites. The Other Businesses segment consists of all of the Companys other websites and
businesses.
5 Direct subscriber acquisition cost is defined as total direct marketing costs divided
by the number of new paying subscribers during the period. This represents the average cost of
acquiring a new paying subscriber during the period.
(Consolidated financial statements to follow)
SPARK NETWORKS PLC
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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June 30, |
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December 31, |
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2006 |
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2005 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
|
$ |
11,291 |
|
|
$ |
17,096 |
|
Marketable securities |
|
|
192 |
|
|
|
196 |
|
Restricted cash |
|
|
1,952 |
|
|
|
1,085 |
|
Accounts receivable, net of allowance of
$0 and $13 for June 30, 2006 and December
31, 2005 |
|
|
955 |
|
|
|
932 |
|
Prepaid expenses and other |
|
|
896 |
|
|
|
1,493 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
15,286 |
|
|
|
20,802 |
|
Property and equipment, net |
|
|
3,588 |
|
|
|
4,453 |
|
Goodwill, net |
|
|
18,770 |
|
|
|
17,344 |
|
Intangible assets, net |
|
|
5,264 |
|
|
|
4,627 |
|
Investment in noncontrolled affiliate |
|
|
1,078 |
|
|
|
1,099 |
|
Deposits and other assets |
|
|
326 |
|
|
|
295 |
|
|
|
|
|
|
|
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Total assets |
|
$ |
44,312 |
|
|
$ |
48,620 |
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|
|
|
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|
|
|
|
|
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Liabilities and Shareholders Equity |
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Current liabilities: |
|
|
|
|
|
|
|
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Accounts payable |
|
$ |
1,816 |
|
|
$ |
2,267 |
|
Accrued liabilities |
|
|
4,662 |
|
|
|
3,632 |
|
Deferred revenue |
|
|
4,783 |
|
|
|
4,991 |
|
Notes payable current portion |
|
|
963 |
|
|
|
9,930 |
|
Current portion of obligations under
capital leases |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
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Total current liabilities |
|
|
12,269 |
|
|
|
20,820 |
|
Deferred tax liabilities |
|
|
1,663 |
|
|
|
1,717 |
|
Notes payable long term |
|
|
900 |
|
|
|
900 |
|
Obligations under capital leases |
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
14,909 |
|
|
|
23,437 |
|
Shares subject to rescission |
|
|
6,347 |
|
|
|
6,089 |
|
Commitments and contingencies |
|
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Shareholders equity: |
|
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|
|
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Authorized capital £800,000 divided into
80,000,000 ordinary shares of 1p
each; issued and outstanding 30,424,346
shares as of June 30, 2006 and
30,241,496 shares as of December 31,
2005, at a stated value of: |
|
|
495 |
|
|
|
487 |
|
Additional paid-in-capital |
|
|
66,662 |
|
|
|
64,064 |
|
Accumulated other comprehensive (loss) |
|
|
(66 |
) |
|
|
(302 |
) |
Notes receivable from employees |
|
|
|
|
|
|
(82 |
) |
Accumulated deficit |
|
|
(44,035 |
) |
|
|
(45,073 |
) |
|
|
|
|
|
|
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Total shareholders equity |
|
|
23,056 |
|
|
|
19,094 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
44,312 |
|
|
$ |
48,620 |
|
|
|
|
|
|
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SPARK NETWORKS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
|
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June 30, |
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June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net revenues |
|
$ |
17,305 |
|
|
$ |
15,464 |
|
|
$ |
34,110 |
|
|
$ |
31,990 |
|
Direct marketing expenses |
|
|
6,790 |
|
|
|
6,051 |
|
|
|
12,447 |
|
|
|
11,279 |
|
|
|
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|
|
|
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|
|
|
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Contribution margin |
|
|
10,515 |
|
|
|
9,413 |
|
|
|
21,663 |
|
|
|
20,711 |
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|
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|
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|
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|
|
|
|
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Operating expenses: |
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Indirect marketing (including share-based
compensation of $13, $0, $26, and $0) |
|
|
257 |
|
|
|
238 |
|
|
|
622 |
|
|
|
503 |
|
Customer service (including share-based compensation
of $24, $0, $47, and $0) |
|
|
898 |
|
|
|
560 |
|
|
|
1,806 |
|
|
|
1,137 |
|
Technical operations(including share-based
compensation of $202, $0, $376, and $0) |
|
|
2,207 |
|
|
|
1,548 |
|
|
|
4,437 |
|
|
|
2,950 |
|
Product development(including share-based
compensation of $121, $0, $239, and $0) |
|
|
967 |
|
|
|
1,060 |
|
|
|
1,813 |
|
|
|
1,890 |
|
General and administrative (including share-based
compensation of $701, $(115), $1,744, and $(28) |
|
|
5,645 |
|
|
|
6,405 |
|
|
|
11,276 |
|
|
|
12,512 |
|
Amortization of intangible assets other than goodwill |
|
|
355 |
|
|
|
301 |
|
|
|
594 |
|
|
|
383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
10,329 |
|
|
|
10,112 |
|
|
|
20,548 |
|
|
|
19,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
186 |
|
|
|
(699 |
) |
|
|
1,115 |
|
|
|
1,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (income), loss and other expenses, net |
|
|
(133 |
) |
|
|
168 |
|
|
|
(94 |
) |
|
|
144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
319 |
|
|
|
(867 |
) |
|
|
1,209 |
|
|
|
1,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
171 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
327 |
|
|
$ |
(859 |
) |
|
$ |
1,038 |
|
|
$ |
1,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share basic |
|
$ |
0.01 |
|
|
$ |
(0.03 |
) |
|
$ |
0.03 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share diluted |
|
$ |
0.01 |
|
|
$ |
(0.03 |
) |
|
$ |
0.03 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
30,359 |
|
|
|
25,661 |
|
|
|
30,313 |
|
|
|
25,389 |
|
Weighted average shares outstanding diluted |
|
|
30,875 |
|
|
|
25,661 |
|
|
|
31,024 |
|
|
|
29,080 |
|
|
Reconciliation of Net Income to EBITDAS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income (loss) |
|
$ |
327 |
|
|
$ |
(859 |
) |
|
$ |
1,038 |
|
|
$ |
1,128 |
|
Interest |
|
|
40 |
|
|
|
13 |
|
|
|
110 |
|
|
|
(8 |
) |
Taxes |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
171 |
|
|
|
64 |
|
Depreciation |
|
|
802 |
|
|
|
921 |
|
|
|
1,653 |
|
|
|
1,768 |
|
Amortization |
|
|
355 |
|
|
|
301 |
|
|
|
594 |
|
|
|
411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
1,516 |
|
|
|
368 |
|
|
|
3,566 |
|
|
|
3,363 |
|
Share based compensation |
|
|
1,061 |
|
|
|
(115 |
) |
|
|
2,432 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAS |
|
$ |
2,577 |
|
|
$ |
253 |
|
|
$ |
5,998 |
|
|
$ |
3,335 |
|
SPARK NETWORKS PLC
SEGMENT RESULTS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(in thousands) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
6,988 |
|
|
$ |
6,235 |
|
|
$ |
13,984 |
|
|
$ |
12,703 |
|
AmericanSingles |
|
|
6,006 |
|
|
|
7,256 |
|
|
|
12,349 |
|
|
|
15,353 |
|
Other Businesses |
|
|
4,311 |
|
|
|
1,973 |
|
|
|
7,777 |
|
|
|
3,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
17,305 |
|
|
$ |
15,464 |
|
|
$ |
34,110 |
|
|
$ |
31,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
824 |
|
|
$ |
705 |
|
|
$ |
1,620 |
|
|
$ |
1,208 |
|
AmericanSingles |
|
|
2,934 |
|
|
|
4,312 |
|
|
|
6,294 |
|
|
|
7,570 |
|
Other Businesses |
|
|
3,032 |
|
|
|
1,034 |
|
|
|
4,533 |
|
|
|
2,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,790 |
|
|
$ |
6,051 |
|
|
$ |
12,447 |
|
|
$ |
11,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
6,164 |
|
|
$ |
5,530 |
|
|
$ |
12,364 |
|
|
$ |
11,495 |
|
AmericanSingles |
|
|
3,072 |
|
|
|
2,944 |
|
|
|
6,055 |
|
|
|
7,783 |
|
Other Businesses |
|
|
1,279 |
|
|
|
939 |
|
|
|
3,244 |
|
|
|
1,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
10,515 |
|
|
$ |
9,413 |
|
|
$ |
21,663 |
|
|
$ |
20,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
operating expenses |
|
|
10,329 |
|
|
|
10,112 |
|
|
|
20,548 |
|
|
|
19,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
186 |
|
|
$ |
(699 |
) |
|
$ |
1,115 |
|
|
$ |
1,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPARK NETWORKS PLC
SEGMENT METRICS
(For the Period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Average Paying Subscribers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
|
75,089 |
|
|
|
67,147 |
|
|
|
75,202 |
|
|
|
68,413 |
|
AmericanSingles |
|
|
89,980 |
|
|
|
106,925 |
|
|
|
90,151 |
|
|
|
113,554 |
|
Other Businesses |
|
|
74,296 |
|
|
|
34,060 |
|
|
|
69,649 |
|
|
|
32,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
239,365 |
|
|
|
208,132 |
|
|
|
235,002 |
|
|
|
214,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Monthly Net Revenue per
Paying Subscriber: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
31.02 |
|
|
$ |
30.95 |
|
|
$ |
30.99 |
|
|
$ |
30.95 |
|
AmericanSingles |
|
$ |
22.25 |
|
|
$ |
22.62 |
|
|
$ |
22.83 |
|
|
$ |
22.53 |
|
Other Businesses |
|
$ |
16.73 |
|
|
$ |
18.73 |
|
|
$ |
17.26 |
|
|
$ |
18.61 |
|
All Segments |
|
$ |
24.10 |
|
|
$ |
23.12 |
|
|
$ |
24.19 |
|
|
$ |
24.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Subscriber Acquisition Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
14.93 |
|
|
$ |
13.82 |
|
|
$ |
14.06 |
|
|
$ |
11.30 |
|
AmericanSingles |
|
$ |
39.46 |
|
|
$ |
41.30 |
|
|
$ |
37.32 |
|
|
$ |
32.68 |
|
Other Businesses |
|
$ |
44.88 |
|
|
$ |
30.44 |
|
|
$ |
34.78 |
|
|
$ |
37.52 |
|
All Segments |
|
$ |
34.45 |
|
|
$ |
31.93 |
|
|
$ |
30.28 |
|
|
$ |
27.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly Subscriber Churn: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
|
24.7 |
% |
|
|
26.9 |
% |
|
|
25.3 |
% |
|
|
26.2 |
% |
AmericanSingles |
|
|
30.7 |
% |
|
|
38.7 |
% |
|
|
32.1 |
% |
|
|
36.8 |
% |
Other Businesses |
|
|
24.0 |
% |
|
|
19.8 |
% |
|
|
25.8 |
% |
|
|
23.6 |
% |
All Segments |
|
|
26.7 |
% |
|
|
31.8 |
% |
|
|
28.1 |
% |
|
|
31.2 |
% |
We define our key business metrics as follows:
|
|
|
Average paying subscribers: Paying subscribers are defined as individuals who have
paid a monthly fee for access to communication and website features beyond those
provided to our members. Average paying subscribers for each month are calculated as
the sum of the paying subscribers at the beginning and end of the month, divided by
two. Average paying subscribers for periods longer than one month are calculated as the
sum of the average paying subscribers for each month, divided by the number of months
in such period. |
|
|
|
|
Average monthly net revenue per paying subscriber: Average monthly net revenue per
paying subscriber 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. |
|
|
|
|
Direct subscriber acquisition cost: Direct subscriber acquisition cost is defined
as total direct marketing costs divided by the number of new paying subscribers during
the period. This represents the average cost of acquiring a new paying subscriber
during the period. |
|
|
|
|
Monthly subscriber churn: Monthly subscriber churn represents the ratio, expressed
as a percentage, of (i) the number of paying subscriber cancellations during the period
divided by the number of average paying subscribers during the period and (ii) the
number of months in the period. |
As described above, below is a table representing historical comparative operating metrics.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full |
|
|
|
|
|
|
|
|
|
Mar 31, |
|
|
Jun 30, |
|
|
Sep 30, |
|
|
Dec 31, |
|
|
Year |
|
|
Mar 31, |
|
|
Jun 30, |
|
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
2006 |
|
|
2006 |
|
Average Paying Subscribers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
|
69,680 |
|
|
|
67,147 |
|
|
|
68,403 |
|
|
|
71,967 |
|
|
|
69,299 |
|
|
|
75,316 |
|
|
|
75,089 |
|
AmericanSingles |
|
|
120,184 |
|
|
|
106,925 |
|
|
|
95,877 |
|
|
|
88,669 |
|
|
|
102,914 |
|
|
|
90,323 |
|
|
|
89,980 |
|
Other |
|
|
30,408 |
|
|
|
34,060 |
|
|
|
49,213 |
|
|
|
56,640 |
|
|
|
42,580 |
|
|
|
65,002 |
|
|
|
74,296 |
|
|
|
|
Total |
|
|
220,272 |
|
|
|
208,132 |
|
|
|
213,493 |
|
|
|
217,276 |
|
|
|
214,793 |
|
|
|
230,641 |
|
|
|
239,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Monthly Net Revenue per
Paying Subscriber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
30.94 |
|
|
$ |
30.95 |
|
|
$ |
31.47 |
|
|
$ |
31.50 |
|
|
$ |
31.22 |
|
|
$ |
30.96 |
|
|
$ |
31.02 |
|
AmericanSingles |
|
$ |
22.46 |
|
|
$ |
22.62 |
|
|
$ |
24.93 |
|
|
$ |
25.15 |
|
|
$ |
23.66 |
|
|
$ |
23.41 |
|
|
$ |
22.25 |
|
Other |
|
$ |
18.46 |
|
|
$ |
18.73 |
|
|
$ |
17.89 |
|
|
$ |
18.21 |
|
|
$ |
18.27 |
|
|
$ |
17.78 |
|
|
$ |
16.73 |
|
|
|
|
Total |
|
$ |
24.59 |
|
|
$ |
24.67 |
|
|
$ |
25.40 |
|
|
$ |
25.45 |
|
|
$ |
25.03 |
|
|
$ |
24.29 |
|
|
$ |
24.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Subscriber Acquisition Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
$ |
9.01 |
|
|
$ |
13.82 |
|
|
$ |
15.84 |
|
|
$ |
12.25 |
|
|
$ |
12.70 |
|
|
$ |
13.20 |
|
|
$ |
14.93 |
|
AmericanSingles |
|
$ |
25.61 |
|
|
$ |
41.30 |
|
|
$ |
39.35 |
|
|
$ |
36.66 |
|
|
$ |
35.16 |
|
|
$ |
35.19 |
|
|
$ |
39.46 |
|
Other |
|
$ |
46.98 |
|
|
$ |
30.44 |
|
|
$ |
28.08 |
|
|
$ |
29.72 |
|
|
$ |
32.05 |
|
|
$ |
24.68 |
|
|
$ |
44.88 |
|
|
|
|
Total |
|
$ |
23.84 |
|
|
$ |
31.93 |
|
|
$ |
30.23 |
|
|
$ |
27.77 |
|
|
$ |
28.36 |
|
|
$ |
26.11 |
|
|
$ |
34.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly Subscriber Churn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JDate |
|
|
26.7 |
% |
|
|
26.9 |
% |
|
|
26.4 |
% |
|
|
27.0 |
% |
|
|
26.8 |
% |
|
|
25.9 |
% |
|
|
24.7 |
% |
AmericanSingles |
|
|
36.7 |
% |
|
|
38.7 |
% |
|
|
37.7 |
% |
|
|
38.1 |
% |
|
|
37.8 |
% |
|
|
33.5 |
% |
|
|
30.7 |
% |
Other |
|
|
29.1 |
% |
|
|
19.8 |
% |
|
|
30.2 |
% |
|
|
27.5 |
% |
|
|
27.0 |
% |
|
|
27.7 |
% |
|
|
24.0 |
% |
|
|
|
Total |
|
|
32.5 |
% |
|
|
31.8 |
% |
|
|
32.4 |
% |
|
|
31.7 |
% |
|
|
32.1 |
% |
|
|
29.4 |
% |
|
|
26.7 |
% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 31, 2006
Spark Networks plc
(Exact Name of Registrant as Specified in Its Charter)
England and Wales
(State or Other Jurisdiction of Incorporation)
|
|
|
000-51195
(Commission File Number)
|
|
98-0200628
(IRS Employer Identification No.) |
|
|
|
8383 Wilshire Boulevard, Suite 800, Beverly Hills, California
(Address of Principal Executive Offices)
|
90211
(Zip Code) |
(323) 836-3000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On July 31, 2006, Joe Y. Shapira resigned as a Director and Chairman of the Board of Directors of
Spark Networks plc effective immediately.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
SPARK NETWORKS PLC
|
|
Date: August 1, 2006 |
By: |
/s/ Mark G. Thompson
|
|
|
|
Name: |
Mark G. Thompson |
|
|
|
Title: |
Chief Financial Officer |
|
|