|
|
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
26-4278917
(I.R.S. Employer Identification No.)
|
8750 North Central Expressway, Suite 1400, Dallas, Texas
(Address of Registrant's principal executive offices)
|
|
75231
(Zip Code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, par value $0.001
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
o
|
Common Stock
|
|
46,049,219
|
|
Class B Common Stock
|
|
209,919,402
|
|
Class C Common Stock
|
|
—
|
|
Total
|
|
255,968,621
|
|
|
|
Page
Number
|
•
|
Expanded options
: Dating products provide users access to a large number of like-minded people they otherwise would not have a chance to meet.
|
•
|
Efficiency
: The search and matching features, as well as the profile information available on dating products, allow users to filter a large number of options in a short period of time, increasing the likelihood that users will make a connection with someone.
|
•
|
More comfort and control
: Compared to the traditional ways that people meet, dating products provide an environment that makes the process of reaching out to new people less uncomfortable. This leads to many people who would otherwise be passive participants in the dating process taking a more active role.
|
•
|
Convenience
: The nature of the internet and the proliferation of mobile devices allow users to connect with new people at any time, regardless of where they are.
|
•
|
Brand recognition
: Brand is very important. Users generally associate strong dating brands with a higher likelihood of success and a higher level of security. Generally, successful dating brands depend on large, active communities of users, strong algorithmic filtering technology and awareness of successful usage among similar users.
|
•
|
Successful experiences
: Demonstrated success of other users attracts new users through word-of-mouth recommendations. Successful experiences also drive repeat usage.
|
•
|
Community identification
: Users typically look for dating products that offer a community with which the user most strongly associates. By selecting a dating product that is focused on a particular demographic, religion, geography or intent (for example, casual dating or more serious relationships), users can increase the likelihood that they will make a connection with someone with whom they identify.
|
•
|
Product features and user experience
: Users tend to gravitate towards dating products that offer features and user experiences that resonate with them, such as question-based matching algorithms, location-based features, offline events or search capabilities. User experience is also driven by the type of user interface (for example, swiping versus scrolling), a particular mix of free and paid features, ease of use and security. Users expect every interaction with a dating product to be seamless, intuitive and secure.
|
•
|
centralizing certain administrative areas, like legal, human resources and finance, across the entire portfolio to enable each brand to focus more on growth;
|
•
|
centralizing other areas across certain businesses where we have strength in personnel and sufficient commonality of business interest (for example, ad sales, online marketing and technology centralized across some, but not all, businesses);
|
•
|
developing talent across the portfolio to allow for expertise development and career advancement while giving us the ability to deploy the best talent in the most critical positions across the company at any given time; and
|
•
|
sharing data to leverage product and marketing successes across our businesses rapidly for competitive advantage.
|
•
|
our ability to increase consumer acceptance of dating products;
|
•
|
the continued strength of our brands;
|
•
|
the breadth and depth of our active communities of users relative to those of our competitors;
|
•
|
our ability to evolve our products in response to our competitors' offerings, user requirements, social trends and the technological landscape;
|
•
|
our ability to efficiently acquire new users for our products;
|
•
|
our ability to continue to optimize our monetization strategies; and
|
•
|
the design and functionality of our products.
|
•
|
operational and compliance challenges caused by distance, language and cultural differences;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
differing levels of social and technological acceptance of our dating products or lack of acceptance of them generally;
|
•
|
foreign currency fluctuations;
|
•
|
restrictions on the transfer of funds among countries and back to the United States and costs associated with repatriating funds to the United States;
|
•
|
differing and potentially adverse tax laws;
|
•
|
multiple, conflicting and changing laws, rules and regulations, and difficulties understanding and ensuring compliance with those laws by both our employees and our business partners, over whom we exert no control;
|
•
|
compliance challenges due to different laws and regulatory environments, particularly in the case of privacy and data security;
|
•
|
competitive environments that favor local businesses;
|
•
|
limitations on the level of intellectual property protection; and
|
•
|
trade sanctions, political unrest, terrorism, war and epidemics or the threat of any of these events.
|
•
|
properly value prospective acquisitions, especially those with limited operating histories;
|
•
|
successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with our existing operations and systems;
|
•
|
successfully identify and realize potential synergies among acquired and existing businesses;
|
•
|
retain or hire senior management and other key personnel at acquired businesses; and
|
•
|
successfully manage acquisition-related strain on our management, operations and financial resources and those of the various brands in our portfolio.
|
•
|
the election of our board of directors and, through our board of directors, decision-making with respect to our business direction and policies, including the appointment and removal of our officers;
|
•
|
acquisitions or dispositions of businesses or assets, mergers or other business combinations;
|
•
|
issuances of shares of our common stock, Class B common stock, Class C common stock and our capital structure;
|
•
|
corporate opportunities that may be suitable for us and IAC, subject to the corporate opportunity provisions in our certificate of incorporation, as described below;
|
•
|
our financing activities, including the issuance of additional debt and equity securities, or the incurrence of other indebtedness generally;
|
•
|
the payment of dividends; and
|
•
|
the number of shares available for issuance under our equity incentive plans for our prospective and existing employees.
|
•
|
corporate opportunities;
|
•
|
the impact that operating decisions for our business may have on IAC's consolidated financial statements;
|
•
|
the impact that operating or capital decisions (including the incurrence of indebtedness) for our business may have on IAC's current or future indebtedness or the covenants under that indebtedness;
|
•
|
business combinations involving us;
|
•
|
our dividend policy;
|
•
|
management stock ownership; and
|
•
|
the intercompany services and agreements between IAC and us.
|
•
|
tax, employee benefit, indemnification and other matters arising from this offering;
|
•
|
the nature, quality and pricing of services IAC agrees to provide to us;
|
•
|
sales or other disposal by IAC of all or a portion of its ownership interest in us; and
|
•
|
business combinations involving us.
|
•
|
that a majority of our board of directors consists of "independent directors," as defined under the Marketplace Rules; and
|
•
|
that we have a nominating/governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.
|
•
|
limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
|
•
|
limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;
|
•
|
limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
|
•
|
restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;
|
•
|
restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our and certain of our subsidiaries' existing and future indebtedness, including, in the case of certain indebtedness of subsidiaries, certain covenants that restrict the ability of subsidiaries to pay dividends or make other distributions to us;
|
•
|
exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries' debt instruments that could have a material adverse effect on our business, financial condition and operating results; increasing our vulnerability to a downturn in general economic conditions or in pricing of our products; and
|
•
|
limiting our ability to react to changing market conditions in our industry and in our customers' industries.
|
•
|
our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
|
•
|
our future ability to borrow under our revolving credit facility, the availability of which will depend on, among other things, our complying with the covenants in the then-existing agreements governing our indebtedness.
|
•
|
create liens on certain assets;
|
•
|
incur additional debt;
|
•
|
make certain investments and acquisitions;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
sell certain assets;
|
•
|
pay dividends on or make distributions in respect of our capital stock or make restricted payments;
|
•
|
enter into certain transactions with our affiliates; and
|
•
|
place restrictions on distributions from subsidiaries.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market prices and trading volumes of technology stocks generally, or those in our industry in particular;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
volatility in the market price of our common stock due to the limited number of shares of our common stock held by the public;
|
•
|
sales of shares of our stock by us and/or our directors, executive officers, employees and stockholders;
|
•
|
the failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
|
•
|
the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;
|
•
|
announcements by us or our competitors of new brands, products or services;
|
•
|
the public's reaction to our earnings releases, other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated changes in our operating results or fluctuations in our operating results;
|
•
|
actual or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;
|
•
|
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
new laws or regulations or new interpretations of (or changes to) existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidelines, interpretations or principles;
|
•
|
any significant change in our management; and
|
•
|
general economic conditions and slow or negative growth in any of our significant markets.
|
•
|
the timing, size and effectiveness of our marketing efforts;
|
•
|
fluctuations in the rate at which we attract new users, the level of engagement of such users and the propensity of such users to subscribe to our brands or to purchase à la carte features;
|
•
|
increases or decreases in our revenues and expenses caused by fluctuations in foreign currency exchange rates;
|
•
|
the timing, size and effectiveness of non-marketing operating expenses that we may incur to grow and expand our operations, develop new products and remain competitive;
|
•
|
the performance, reliability and availability of our technology, network systems and infrastructure and data centers;
|
•
|
operational and financial risks we may experience in connection with historical and potential future acquisitions and investments; and
|
•
|
general economic conditions in either domestic or international markets.
|
•
|
our historic and projected financial condition, liquidity and results of operations;
|
•
|
our capital levels and needs;
|
•
|
tax considerations;
|
•
|
any acquisitions or potential acquisitions that we may consider;
|
•
|
statutory and regulatory prohibitions and other limitations;
|
•
|
the terms of any credit agreements or other borrowing arrangements that restrict our ability to pay cash dividends, including the Match Group Credit Agreement and the indenture relating to the Match Group Senior Notes;
|
•
|
general economic conditions; and
|
•
|
other factors deemed relevant by our board of directors.
|
•
|
authorize the issuance of "blank check" preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;
|
•
|
limit the ability of our stockholders to call special meetings of stockholders;
|
•
|
provide that certain litigation against us can only be brought in Delaware; and
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
Fourth Quarter
|
$
|
19.74
|
|
|
$
|
15.08
|
|
Third Quarter
|
18.20
|
|
|
14.28
|
|
||
Second Quarter
|
16.10
|
|
|
10.06
|
|
||
First Quarter
|
14.25
|
|
|
8.41
|
|
||
Year Ended December 31, 2015
|
|
|
|
|
|
||
Fourth Quarter (November 19, 2015 to December 31, 2015)
|
$
|
16.17
|
|
|
$
|
12.63
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,222,526
|
|
|
$
|
1,020,431
|
|
|
$
|
888,268
|
|
|
$
|
803,089
|
|
|
$
|
713,449
|
|
Net earnings
|
172,013
|
|
|
120,487
|
|
|
148,359
|
|
|
126,627
|
|
|
90,281
|
|
|||||
Earnings per share attributable to Match Group, Inc. shareholders:
|
|
|
|
|
|||||||||||||||
Basic
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
$
|
0.92
|
|
|
$
|
0.78
|
|
|
$
|
0.55
|
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.65
|
|
|
$
|
0.88
|
|
|
$
|
0.76
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
|
|
||||||||||||||||
|
2016
|
|
2015
(b)
|
|
2014
|
|
2013
|
|
|
||||||||||
|
(In thousands)
|
|
|
||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,048,678
|
|
|
$
|
1,909,392
|
|
|
$
|
1,302,109
|
|
|
$
|
1,286,705
|
|
|
|
||
Long-term debt, including current maturities
|
1,176,493
|
|
|
1,216,871
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Long-term debt, related party
|
—
|
|
|
—
|
|
|
190,586
|
|
|
79,000
|
|
|
|
(a)
|
We recognized items that affected the comparability of results for the years 2016, 2015 and 2014, see "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations."
|
(b)
|
Total assets and long-term debt have been adjusted due to the adoption of Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2015-03,
Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt
Issuance
Costs,
and ASU No. 2015-15,
Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
. Together, this guidance requires that deferred debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with debt discounts and premiums, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets, see "Note 2—Summary of Significant Accounting Policies" to the consolidated and combined financial statements included in "Item 8—Consolidated and Combined Financial Statements and Supplementary Data."
|
•
|
Dating
- consists of all of our dating businesses globally.
|
•
|
Non-dating
- consists of The Princeton Review.
|
•
|
Dating North America
- consists of the financial results of our Dating businesses for customers located in the United States and Canada.
|
•
|
Dating International
- consists of the financial results of our Dating businesses for customers located outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is directly received from an end user of our products.
|
•
|
Indirect Revenue
- is revenue that is not received directly from an end user of our products, substantially all of which is advertising revenue.
|
•
|
Average PMC
- is calculated by summing the number of paid members, or paid member count ("PMC"), at the end of each day in the relevant measurement period and dividing it by the number of calendar days in that period. PMC as of any given time represents the number of users with a paid membership at that time. Users who purchase à la carte features from us do not qualify as paid members for purposes of PMC by virtue of such purchase, though often such purchasers are also paid members.
|
•
|
Average Revenue per Paying User ("ARPPU")
- is Direct Revenue from members in the relevant measurement period (whether in the form of subscription payments or à la carte payments) divided by the Average PMC in such period divided by the number of calendar days in such period. This definition has been updated in the fourth quarter of 2016 to exclude non-subscriber Direct Revenue and
previously reported ARPPU has been adjusted to conform to this definition.
|
•
|
Cost of revenue -
consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in data center and customer care functions, and teachers/tutors, in-app purchase fees, credit card processing fees, hosting fees and data center rent, energy and bandwidth costs. In-app purchase fees are monies paid to Apple and Google for the distribution and facilitation of in-app purchases of product features.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures and compensation (including stock-based compensation) and other employee-related costs for personnel engaged in selling and marketing and sales support functions. Advertising expenditures includes online marketing, including fees paid to search engines, offline marketing (which is primarily television advertising), and partner-related payments to those who direct traffic to our brands.
|
•
|
General and administrative expense -
consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources, acquisition-related contingent consideration fair value adjustments (described below), fees for professional services and facilities costs.
|
•
|
Product development expense -
consists primarily of compensation (including stock-based compensation) and other employee-related costs, to the extent that they are not capitalized, for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.
|
•
|
Acquisition-related contingent consideration fair value adjustments
- relate to the portion of the purchase price (of certain acquisitions) that is contingent upon the future operating performance of the acquired company. The amounts ultimately paid are generally dependent upon earnings performance and/or operating metrics as stipulated in the relevant purchase agreements. The fair value of the liability is estimated at the date of acquisition and adjusted
|
•
|
Match Exchange Offer
- Match Group exchanged $445 million of 2015 Senior Notes (described below) for a substantially like amount of IAC's 4.75% Senior Notes due December 15, 2022 ("IAC 2012 Senior Notes") on November 16, 2015.
|
•
|
2015 Senior Notes
- The Company's 6.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15, which commenced June 15, 2016, and which were issued on November 16, 2015 in exchange for IAC 2012 Senior Notes.
|
•
|
Term Loan
- The Company's $800 million, seven-year term loan entered into on November 16, 2015. On March 31, 2016, a $10 million principal payment was made. On June 1, 2016, the Company issued $400 million of 6.375% Senior Notes (described below). The proceeds from the offering were used to prepay a portion of the $790 million of indebtedness outstanding under the Term Loan. On December 8, 2016, a $40 million principal payment was made. In addition, the outstanding balance was repriced at LIBOR plus 3.25%, with a LIBOR floor of 0.75%. The outstanding balance of the Term Loan as of December 31, 2016 is $350 million.
|
•
|
2016 Senior Notes
- The Company's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1, which commenced on December 1, 2016, and which were issued on June 1, 2016.
|
•
|
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
- is a Non-GAAP financial measure. See "Match Group Inc.'s Principles of Financial Reporting" for the definition of Adjusted EBITDA.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
Change
|
|
% Change
|
|
2015
|
|
Change
|
|
% Change
|
|
2014
|
||||||||||
|
(Amounts in thousands, except ARPPU)
|
||||||||||||||||||||||
Direct Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
681,809
|
|
|
$
|
98,577
|
|
|
17%
|
|
$
|
583,232
|
|
|
$
|
57,304
|
|
|
11%
|
|
$
|
525,928
|
|
International
|
385,555
|
|
|
102,204
|
|
|
36%
|
|
283,351
|
|
|
9,752
|
|
|
4%
|
|
273,599
|
|
|||||
Total Direct Revenue
|
1,067,364
|
|
|
200,781
|
|
|
23%
|
|
866,583
|
|
|
67,056
|
|
|
8%
|
|
799,527
|
|
|||||
Indirect Revenue
|
50,746
|
|
|
7,624
|
|
|
18%
|
|
43,122
|
|
|
6,191
|
|
|
17%
|
|
36,931
|
|
|||||
Total Dating Revenue
|
1,118,110
|
|
|
208,405
|
|
|
23%
|
|
909,705
|
|
|
73,247
|
|
|
9%
|
|
836,458
|
|
|||||
Non-dating Revenue
|
104,416
|
|
|
(6,310
|
)
|
|
(6)%
|
|
110,726
|
|
|
58,916
|
|
|
114%
|
|
51,810
|
|
|||||
Total Revenue
|
$
|
1,222,526
|
|
|
$
|
202,095
|
|
|
20%
|
|
$
|
1,020,431
|
|
|
$
|
132,163
|
|
|
15%
|
|
$
|
888,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage of Total Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
56%
|
|
|
|
|
|
57%
|
|
|
|
|
|
59%
|
||||||||||
International
|
31%
|
|
|
|
|
|
28%
|
|
|
|
|
|
31%
|
||||||||||
Total Direct Revenue
|
87%
|
|
|
|
|
|
85%
|
|
|
|
|
|
90%
|
||||||||||
Indirect Revenue
|
4%
|
|
|
|
|
|
4%
|
|
|
|
|
|
4%
|
||||||||||
Total Dating Revenue
|
91%
|
|
|
|
|
|
89%
|
|
|
|
|
|
94%
|
||||||||||
Non-dating Revenue
|
9%
|
|
|
|
|
|
11%
|
|
|
|
|
|
6%
|
||||||||||
Total Revenue
|
100%
|
|
|
|
|
|
100%
|
|
|
|
|
|
100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average PMC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
3,317
|
|
|
605
|
|
|
22%
|
|
2,712
|
|
|
308
|
|
|
13%
|
|
2,404
|
|
|||||
International
|
2,091
|
|
|
656
|
|
|
46%
|
|
1,435
|
|
|
338
|
|
|
31%
|
|
1,097
|
|
|||||
Total
|
5,408
|
|
|
1,261
|
|
|
30%
|
|
4,147
|
|
|
646
|
|
|
18%
|
|
3,501
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARPPU:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
0.56
|
|
|
$
|
(0.03
|
)
|
|
(5)%
|
|
$
|
0.59
|
|
|
$
|
(0.01
|
)
|
|
(2)%
|
|
$
|
0.60
|
|
International
|
$
|
0.50
|
|
|
$
|
(0.03
|
)
|
|
(7)%
|
|
$
|
0.53
|
|
|
$
|
(0.15
|
)
|
|
(22)%
|
|
$
|
0.68
|
|
Total
|
$
|
0.54
|
|
|
$
|
(0.03
|
)
|
|
(6)%
|
|
$
|
0.57
|
|
|
$
|
(0.06
|
)
|
|
(9)%
|
|
$
|
0.62
|
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue
|
$233,946
|
|
$55,958
|
|
31%
|
|
$177,988
|
|
$57,964
|
|
48%
|
|
$120,024
|
Percentage of revenue
|
19%
|
|
|
|
|
|
17%
|
|
|
|
|
|
14%
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$366,229
|
|
$6,631
|
|
2%
|
|
$359,598
|
|
$24,491
|
|
7%
|
|
$335,107
|
Percentage of revenue
|
30%
|
|
|
|
|
|
35%
|
|
|
|
|
|
38%
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$179,122
|
|
$3,265
|
|
2%
|
|
$175,857
|
|
$57,967
|
|
49%
|
|
$117,890
|
Percentage of revenue
|
15%
|
|
|
|
|
|
17%
|
|
|
|
|
|
13%
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$83,065
|
|
$15,717
|
|
23%
|
|
$67,348
|
|
$17,610
|
|
35%
|
|
$49,738
|
Percentage of revenue
|
7%
|
|
|
|
|
|
7%
|
|
|
|
|
|
6%
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$31,227
|
|
$5,244
|
|
20%
|
|
$25,983
|
|
$436
|
|
2%
|
|
$25,547
|
Percentage of revenue
|
3%
|
|
|
|
|
|
3%
|
|
|
|
|
|
3%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dating
|
$
|
315,549
|
|
|
$
|
102,568
|
|
|
48
|
%
|
|
$
|
212,981
|
|
|
$
|
(40,744
|
)
|
|
(16
|
)%
|
|
$
|
253,725
|
|
Non-dating
|
(9,641
|
)
|
|
9,784
|
|
|
(50
|
)%
|
|
(19,425
|
)
|
|
5,733
|
|
|
(23
|
)%
|
|
(25,158
|
)
|
|||||
Total
|
$
|
305,908
|
|
|
$
|
112,352
|
|
|
58
|
%
|
|
$
|
193,556
|
|
|
$
|
(35,011
|
)
|
|
(15
|
)%
|
|
$
|
228,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Percentage of revenue
|
25%
|
|
|
|
|
|
19%
|
|
|
|
|
|
26%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dating
|
$
|
403,380
|
|
|
$
|
118,826
|
|
|
42
|
%
|
|
$
|
284,554
|
|
|
$
|
(4,733
|
)
|
|
(2
|
)%
|
|
$
|
289,287
|
|
Non-dating
|
575
|
|
|
6,462
|
|
|
NM
|
|
|
(5,887
|
)
|
|
9,952
|
|
|
(63
|
)%
|
|
(15,839
|
)
|
|||||
Total
|
$
|
403,955
|
|
|
$
|
125,288
|
|
|
45
|
%
|
|
$
|
278,667
|
|
|
$
|
5,219
|
|
|
2
|
%
|
|
$
|
273,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Percentage of revenue
|
33%
|
|
|
|
|
|
27%
|
|
|
|
|
|
31%
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Interest expense—third party
|
$82,214
|
|
$64,165
|
|
356%
|
|
$18,049
|
|
$18,049
|
|
NA
|
|
$—
|
Interest expense—related party
|
$—
|
|
$(8,009)
|
|
NA
|
|
$8,009
|
|
$(17,532)
|
|
(69)%
|
|
$25,541
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Other income, net
|
$7,892
|
|
$(3,995)
|
|
(34)%
|
|
$11,887
|
|
$(723)
|
|
(6)%
|
|
$12,610
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
(Dollars in thousands)
|
||||||||||||
Income tax provision
|
$59,573
|
|
$675
|
|
1%
|
|
$58,898
|
|
$(8,379)
|
|
(12)%
|
|
$67,277
|
Effective income tax rate
|
26%
|
|
|
|
|
|
33%
|
|
|
|
|
|
31%
|
|
Years Ended December 31,
|
|||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|||||||
|
(Dollars in thousands, except ARPPU)
|
|||||||||||||
Revenue, as reported
|
$
|
1,020,431
|
|
|
$
|
132,163
|
|
|
15
|
%
|
|
$
|
888,268
|
|
Foreign exchange impact
|
48,109
|
|
|
|
|
|
|
|
||||||
Revenue, excluding foreign exchange impact
|
$
|
1,068,540
|
|
|
$
|
180,272
|
|
|
20
|
%
|
|
$
|
888,268
|
|
|
|
|
|
|
|
|
|
|||||||
International Direct Revenue, as reported
|
$
|
283,351
|
|
|
$
|
9,752
|
|
|
4
|
%
|
|
$
|
273,599
|
|
Foreign exchange effect
|
47,080
|
|
|
|
|
|
|
|
||||||
International Direct Revenue, excluding foreign exchange impact
|
$
|
330,431
|
|
|
$
|
56,832
|
|
|
21
|
%
|
|
$
|
273,599
|
|
|
|
|
|
|
|
|
|
|||||||
International ARPPU, as reported
|
$
|
0.53
|
|
|
$
|
(0.15
|
)
|
|
(22
|
)%
|
|
$
|
0.68
|
|
Foreign exchange effect
|
0.09
|
|
|
|
|
|
|
|
||||||
International ARPPU, excluding foreign exchange impact
|
$
|
0.62
|
|
|
$
|
(0.06
|
)
|
|
(9
|
)%
|
|
$
|
0.68
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
||||
United States
(a)
|
$
|
114,035
|
|
|
$
|
34,422
|
|
All other countries
(b)
|
139,616
|
|
|
53,751
|
|
||
Total cash and cash equivalents
|
253,651
|
|
|
88,173
|
|
||
Marketable equity security (United States)
|
—
|
|
|
11,622
|
|
||
Total cash and cash equivalents and marketable securities
|
$
|
253,651
|
|
|
$
|
99,795
|
|
|
|
|
|
||||
Long-term debt:
|
|
|
|
||||
2016 Senior Notes
|
$
|
400,000
|
|
|
$
|
—
|
|
2015 Senior Notes
|
445,172
|
|
|
445,172
|
|
||
Term Loan due November 16, 2022
(c) (d)
|
350,000
|
|
|
800,000
|
|
||
Total long-term debt
|
1,195,172
|
|
|
1,245,172
|
|
||
Less: Current maturities of long-term debt
|
—
|
|
|
40,000
|
|
||
Less: Unamortized original issue discount and original issue premium, net
|
5,245
|
|
|
11,691
|
|
||
Less: Unamortized debt issuance costs
|
13,434
|
|
|
16,610
|
|
||
Total long-term debt, net of current maturities
|
$
|
1,176,493
|
|
|
$
|
1,176,871
|
|
(a)
|
Domestically, cash equivalents include $84.1 million of AAA rated government money market funds at
December 31, 2016
; the balance reflects cash deposits held in financial institutions.
|
(b)
|
Internationally, cash equivalents include $1.1 million of money market funds at
December 31, 2016
; the balance reflects cash deposits held in financial institutions. If needed for our U.S. operations, most of the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated, which, under current tax law, would be subject to U.S. federal and state income taxes. We currently do not anticipate a need to repatriate these funds to finance our U.S. operations and it is our intent to indefinitely reinvest these funds outside of the U.S.; therefore, we have not provided for any U.S. income taxes related to these funds.
|
(c)
|
Proceeds from the 2016 Senior Notes were used to prepay a portion of the Term Loan. In addition, payments of $10 million and $40 million were made in March and December 2016, respectively. A final payment of $350 million is due at maturity.
|
(d)
|
The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes.
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
234,106
|
|
|
$
|
209,082
|
|
|
$
|
173,615
|
|
Net cash used in investing activities
|
(31,351
|
)
|
|
(648,862
|
)
|
|
(140,200
|
)
|
|||
Net cash (used in) provided by financing activities
|
(31,514
|
)
|
|
408,219
|
|
|
(20,058
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
(a)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt
(b)
|
$
|
71,109
|
|
|
$
|
147,514
|
|
|
$
|
151,138
|
|
|
$
|
1,309,572
|
|
|
$
|
1,679,333
|
|
Operating leases
(c)
|
12,066
|
|
|
19,470
|
|
|
13,928
|
|
|
17,941
|
|
|
63,405
|
|
|||||
Purchase obligation
(d)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||||
Total contractual obligations
|
$
|
93,175
|
|
|
$
|
176,984
|
|
|
$
|
165,066
|
|
|
$
|
1,327,513
|
|
|
$
|
1,762,738
|
|
(a)
|
The Company has excluded $25.9 million in unrecognized tax benefits and related interest from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see "Note 3—Income Taxes" to the consolidated and combined financial statements included in "Item 8—Consolidated and Combined Financial Statements and Supplementary Data."
|
(b)
|
Represents contractual amounts due including interest on both fixed and a variable rate instruments. Long-term debt at December 31, 2016 consists of the 2015 and 2016 Senior Notes of $445 million and $400 million, respectively, which bear interest at fixed rates, and the Term Loan of $350 million, which bears interest at a variable rate. The Term Loan bears interest at LIBOR plus 3.25%, or 4.20%, at December 31, 2016. The amount of interest ultimately paid on the Term Loan may differ based on changes in interest rates. For additional information on long-term debt, see "Note 8—Long-Term Debt" to the consolidated and combined financial statements included in "Item 8—Consolidated and Combined Financial Statements and Supplementary Data."
|
(c)
|
The Company leases office space, data center facilities and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses. The Company is also committed to pay a portion of the related operating expenses under certain lease agreements. These operating expenses are not included in the table below. For additional information on operating leases, see "Note 14—Commitments" to the consolidated and combined financial statements included in "Item 8—Consolidated and Combined Financial Statements and Supplementary Data."
|
(d)
|
The purchase obligation is for a web hosting commitment.
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
253,651
|
|
|
$
|
88,173
|
|
Marketable securities
|
—
|
|
|
11,622
|
|
||
Accounts receivable, net of allowance of $930 and $1,739, respectively
|
72,530
|
|
|
65,851
|
|
||
Other current assets
|
43,465
|
|
|
39,049
|
|
||
Total current assets
|
369,646
|
|
|
204,695
|
|
||
Property and equipment, net
|
69,728
|
|
|
48,067
|
|
||
Goodwill
|
1,280,843
|
|
|
1,292,775
|
|
||
Intangible assets, net
|
249,170
|
|
|
276,408
|
|
||
Long-term investments
|
55,355
|
|
|
55,569
|
|
||
Other non-current assets
|
23,936
|
|
|
31,878
|
|
||
TOTAL ASSETS
|
$
|
2,048,678
|
|
|
$
|
1,909,392
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
40,000
|
|
Accounts payable
|
10,824
|
|
|
25,767
|
|
||
Deferred revenue
|
184,010
|
|
|
169,321
|
|
||
Accrued expenses and other current liabilities
|
117,491
|
|
|
118,556
|
|
||
Total current liabilities
|
312,325
|
|
|
353,644
|
|
||
Long-term debt, net of current maturities
|
1,176,493
|
|
|
1,176,871
|
|
||
Income taxes payable
|
9,126
|
|
|
9,670
|
|
||
Deferred income taxes
|
25,339
|
|
|
34,947
|
|
||
Other long-term liabilities
|
22,811
|
|
|
49,542
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
6,062
|
|
|
5,907
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Common stock, $0.001 par value, authorized 1,500,000,000 shares; 45,797,402 and 38,343,333 issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
46
|
|
|
38
|
|
||
Class B convertible common stock; $0.001 par value; authorized 1,500,000,000 shares; 209,919,402 shares issued and outstanding
|
210
|
|
|
210
|
|
||
Class C common stock; $0.001 par value; authorized 1,500,000,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Preferred stock; $0.001 par value; authorized 500,000,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
490,587
|
|
|
404,771
|
|
||
Retained earnings
|
182,063
|
|
|
10,612
|
|
||
Accumulated other comprehensive loss
|
(176,384
|
)
|
|
(136,820
|
)
|
||
Total Match Group, Inc. shareholders' equity
|
496,522
|
|
|
278,811
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
2,048,678
|
|
|
$
|
1,909,392
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
1,222,526
|
|
|
$
|
1,020,431
|
|
|
$
|
888,268
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
233,946
|
|
|
177,988
|
|
|
120,024
|
|
|||
Selling and marketing expense
|
366,229
|
|
|
359,598
|
|
|
335,107
|
|
|||
General and administrative expense
|
179,122
|
|
|
175,857
|
|
|
117,890
|
|
|||
Product development expense
|
83,065
|
|
|
67,348
|
|
|
49,738
|
|
|||
Depreciation
|
31,227
|
|
|
25,983
|
|
|
25,547
|
|
|||
Amortization of intangibles
|
23,029
|
|
|
20,101
|
|
|
11,395
|
|
|||
Total operating costs and expenses
|
916,618
|
|
|
826,875
|
|
|
659,701
|
|
|||
Operating income
|
305,908
|
|
|
193,556
|
|
|
228,567
|
|
|||
Interest expense—third party
|
(82,214
|
)
|
|
(18,049
|
)
|
|
—
|
|
|||
Interest expense—related party
|
—
|
|
|
(8,009
|
)
|
|
(25,541
|
)
|
|||
Other income, net
|
7,892
|
|
|
11,887
|
|
|
12,610
|
|
|||
Earnings before income taxes
|
231,586
|
|
|
179,385
|
|
|
215,636
|
|
|||
Income tax provision
|
(59,573
|
)
|
|
(58,898
|
)
|
|
(67,277
|
)
|
|||
Net earnings
|
172,013
|
|
|
120,487
|
|
|
148,359
|
|
|||
Net earnings attributable to redeemable noncontrolling interests
|
(562
|
)
|
|
(104
|
)
|
|
(595
|
)
|
|||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
171,451
|
|
|
$
|
120,383
|
|
|
$
|
147,764
|
|
|
|
|
|
|
|
||||||
Net earnings per share attributable to Match Group, Inc. shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
$
|
0.92
|
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.65
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,447
|
|
|
$
|
490
|
|
|
$
|
396
|
|
Selling and marketing expense
|
3,467
|
|
|
6,787
|
|
|
194
|
|
|||
General and administrative expense
|
34,188
|
|
|
36,530
|
|
|
17,326
|
|
|||
Product development expense
|
13,886
|
|
|
6,276
|
|
|
2,935
|
|
|||
Total stock-based compensation expense
|
$
|
52,988
|
|
|
$
|
50,083
|
|
|
$
|
20,851
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
172,013
|
|
|
$
|
120,487
|
|
|
$
|
148,359
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
(a)
|
(36,239
|
)
|
|
(63,223
|
)
|
|
(60,101
|
)
|
|||
Change in fair value of available-for-sale securities
(b)
|
(2,964
|
)
|
|
4,212
|
|
|
(1,950
|
)
|
|||
Total other comprehensive loss
|
(39,203
|
)
|
|
(59,011
|
)
|
|
(62,051
|
)
|
|||
Comprehensive income
|
132,810
|
|
|
61,476
|
|
|
86,308
|
|
|||
Comprehensive (income) loss attributable to redeemable noncontrolling interests
|
(923
|
)
|
|
135
|
|
|
(204
|
)
|
|||
Comprehensive income attributable to Match Group, Inc. shareholders
|
$
|
131,887
|
|
|
$
|
61,611
|
|
|
$
|
86,104
|
|
(a)
|
The year ended December 31, 2015 includes amounts reclassified out of other comprehensive income into earnings. See "Note 10 - Accumulated Other Comprehensive Loss" for additional information.
|
|
|
|
|
Match Group, Inc. Shareholders' Equity or Invested Capital
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Common Stock
$0.001
Par Value
|
|
Class B Convertible Common Stock $0.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
Shares
(Pro forma)
(a)
|
|
$
|
|
Shares
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Invested Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Match Group Inc. Invested Capital or
Shareholders'
Equity |
|
Noncontrolling
Interests
|
|
Total
Invested Capital or
Shareholders'
Equity
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
24,248
|
|
|
|
$
|
—
|
|
|
—
|
|
|
160,595
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
851,749
|
|
|
$
|
(16,388
|
)
|
|
$
|
835,361
|
|
|
$
|
41,665
|
|
|
$
|
877,026
|
|
|||
Net earnings
|
595
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,764
|
|
|
—
|
|
|
147,764
|
|
|
—
|
|
|
147,764
|
|
|||||||||||||
Other comprehensive (loss) income, net of tax
|
(494
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,660
|
)
|
|
(61,660
|
)
|
|
103
|
|
|
(61,557
|
)
|
|||||||||||||
Purchase of redeemable noncontrolling interests
|
(41,743
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,662
|
)
|
|
(50,662
|
)
|
|||||||||||||
Adjustment of redeemable noncontrolling interests and noncontrolling interests to fair value
|
21,072
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,441
|
)
|
|
—
|
|
|
(30,441
|
)
|
|
9,369
|
|
|
(21,072
|
)
|
|||||||||||||
Net decrease in IAC's investment in Match Group, Inc.
|
—
|
|
|
|
—
|
|
|
—
|
|
|
535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,437
|
)
|
|
—
|
|
|
(91,437
|
)
|
|
—
|
|
|
(91,437
|
)
|
|||||||||||||
Other
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
(286
|
)
|
|||||||||||||
Balance as of December 31, 2014
|
3,678
|
|
|
|
—
|
|
|
—
|
|
|
161,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
877,635
|
|
|
(78,048
|
)
|
|
799,587
|
|
|
189
|
|
|
799,776
|
|
|||||||||||||
Net earnings
|
104
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,593
|
|
|
84,790
|
|
|
—
|
|
|
120,383
|
|
|
—
|
|
|
120,383
|
|
|||||||||||||
Other comprehensive loss, net of tax
|
(239
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,772
|
)
|
|
(58,772
|
)
|
|
—
|
|
|
(58,772
|
)
|
|||||||||||||
Stock-based compensation expense
|
5,067
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,802
|
|
|
—
|
|
|
22,974
|
|
|
—
|
|
|
38,776
|
|
|
—
|
|
|
38,776
|
|
|||||||||||||
Purchase of redeemable noncontrolling interests
|
(2,864
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests
|
189
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
(189
|
)
|
|||||||||||||
Net (decrease) increase in IAC's investment in Match Group, Inc.
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12,678
|
|
|
—
|
|
|
—
|
|
|
(17,119
|
)
|
|
—
|
|
|
105,970
|
|
|
—
|
|
|
88,851
|
|
|
—
|
|
|
88,851
|
|
|||||||||||||
Capital contribution from IAC to partially fund the acquisition of PlentyOfFish
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36,111
|
|
|
344,964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,000
|
|
|
—
|
|
|
345,000
|
|
|||||||||||||
Capitalization as a result of IPO
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(173,808
|
)
|
|
174
|
|
|
173,808
|
|
|
1,091,172
|
|
|
—
|
|
|
(1,091,346
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Dividend to IAC
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,442,787
|
)
|
|
(24,981
|
)
|
|
—
|
|
|
—
|
|
|
(1,467,768
|
)
|
|
—
|
|
|
(1,467,768
|
)
|
|||||||||||||
Issuance of common stock in connection with IPO
|
—
|
|
|
|
38
|
|
|
38,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,283
|
|
|
—
|
|
|
428,283
|
|
|||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
|||||||||||||
Repurchase of stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
—
|
|
|
(23,431
|
)
|
|||||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,821
|
|
|
—
|
|
|
7,821
|
|
|||||||||||||
Other
|
(28
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||||||||
Balance as of December 31, 2015
|
5,907
|
|
|
|
38
|
|
|
38,343
|
|
|
—
|
|
|
210
|
|
|
209,919
|
|
|
404,771
|
|
|
10,612
|
|
|
—
|
|
|
(136,820
|
)
|
|
278,811
|
|
|
—
|
|
|
278,811
|
|
|||||||||||||
Net earnings
|
562
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,451
|
|
|
—
|
|
|
—
|
|
|
171,451
|
|
|
—
|
|
|
171,451
|
|
|||||||||||||
Other comprehensive income (loss), net of tax
|
361
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,564
|
)
|
|
(39,564
|
)
|
|
—
|
|
|
(39,564
|
)
|
|||||||||||||
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,524
|
|
|
—
|
|
|
44,524
|
|
|||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
7
|
|
|
6,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,231
|
|
|
—
|
|
|
10,231
|
|
|||||||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement
|
—
|
|
|
|
1
|
|
|
959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,407
|
|
|
—
|
|
|
27,407
|
|
|||||||||||||
Purchase of redeemable noncontrolling interests
|
(1,129
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
361
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
(361
|
)
|
|||||||||||||
Other
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,022
|
|
|
—
|
|
|
4,022
|
|
|||||||||||||
Balance as of December 31, 2016
|
$
|
6,062
|
|
|
|
$
|
46
|
|
|
$
|
45,797
|
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
209,919
|
|
|
$
|
490,587
|
|
|
$
|
182,063
|
|
|
$
|
—
|
|
|
$
|
(176,384
|
)
|
|
$
|
496,522
|
|
|
$
|
—
|
|
|
$
|
496,522
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
172,013
|
|
|
$
|
120,487
|
|
|
$
|
148,359
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
52,988
|
|
|
50,083
|
|
|
20,851
|
|
|||
Depreciation
|
31,227
|
|
|
25,983
|
|
|
25,547
|
|
|||
Amortization of intangibles
|
23,029
|
|
|
20,101
|
|
|
11,395
|
|
|||
Excess tax benefits from stock-based awards
|
(29,680
|
)
|
|
(38,384
|
)
|
|
(5,319
|
)
|
|||
Deferred income taxes
|
(8,195
|
)
|
|
(22,530
|
)
|
|
(5,904
|
)
|
|||
Acquisition-related contingent consideration fair value adjustments
|
(9,197
|
)
|
|
(11,056
|
)
|
|
(12,912
|
)
|
|||
Other adjustments, net
|
(4,798
|
)
|
|
(882
|
)
|
|
(9,016
|
)
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,638
|
)
|
|
(29,344
|
)
|
|
2,399
|
|
|||
Other assets
|
(2,393
|
)
|
|
(11,281
|
)
|
|
(10,551
|
)
|
|||
Accounts payable and accrued expenses and other current liabilities
|
(24,862
|
)
|
|
31,716
|
|
|
(7,980
|
)
|
|||
Income taxes payable
|
23,997
|
|
|
36,377
|
|
|
8,103
|
|
|||
Deferred revenue
|
16,615
|
|
|
37,812
|
|
|
8,643
|
|
|||
Net cash provided by operating activities
|
234,106
|
|
|
209,082
|
|
|
173,615
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(2,533
|
)
|
|
(611,324
|
)
|
|
(114,051
|
)
|
|||
Capital expenditures
|
(48,903
|
)
|
|
(29,156
|
)
|
|
(21,793
|
)
|
|||
Proceeds from the sale of a marketable security
|
11,716
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
(500
|
)
|
|
—
|
|
|
(4,536
|
)
|
|||
Other, net
|
8,869
|
|
|
(8,382
|
)
|
|
180
|
|
|||
Net cash used in investing activities
|
(31,351
|
)
|
|
(648,862
|
)
|
|
(140,200
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Term Loan borrowings
|
—
|
|
|
788,000
|
|
|
—
|
|
|||
Proceeds from Senior Notes offering
|
400,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on Term Loan
|
(450,000
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(7,811
|
)
|
|
(17,174
|
)
|
|
—
|
|
|||
Fees and expenses related to Note Exchange
|
—
|
|
|
(6,954
|
)
|
|
—
|
|
|||
Proceeds from initial public offering, net of fees and expenses
|
—
|
|
|
428,789
|
|
|
—
|
|
|||
Cash dividend to IAC
|
—
|
|
|
(1,022,500
|
)
|
|
—
|
|
|||
Transfers to IAC in periods prior to the IPO
|
—
|
|
|
(86,012
|
)
|
|
(108,723
|
)
|
|||
Capital contribution from IAC to partially fund the acquisition of PlentyOfFish
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
(Repayment of) proceeds from related party debt
|
—
|
|
|
(182,509
|
)
|
|
111,586
|
|
|||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
9,548
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based awards
|
29,680
|
|
|
38,384
|
|
|
5,319
|
|
|||
Purchase of redeemable noncontrolling interests
|
(1,129
|
)
|
|
(2,864
|
)
|
|
(33,165
|
)
|
|||
Repurchase of stock-based awards
|
—
|
|
|
(23,431
|
)
|
|
—
|
|
|||
Acquisition-related contingent consideration payments
|
—
|
|
|
(5,510
|
)
|
|
(7,373
|
)
|
|||
Other, net
|
(11,802
|
)
|
|
—
|
|
|
12,298
|
|
|||
Net cash (used in) provided by financing activities
|
(31,514
|
)
|
|
408,219
|
|
|
(20,058
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,763
|
)
|
|
(7,896
|
)
|
|
(10,953
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
165,478
|
|
|
(39,457
|
)
|
|
2,404
|
|
|||
Cash and cash equivalents at beginning of period
|
88,173
|
|
|
127,630
|
|
|
125,226
|
|
|||
Cash and cash equivalents at end of period
|
$
|
253,651
|
|
|
$
|
88,173
|
|
|
$
|
127,630
|
|
Asset Category
|
Estimated
Useful Lives
|
Computer equipment and capitalized software
|
2 to 3 years
|
Furniture and other equipment
|
3 to 10 years
|
Leasehold improvements
|
3 to 10 years
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See "Note 7—Fair Value Measurements and Financial Instruments" for a discussion of fair value measurements made using Level 3 inputs.
|
Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units:
|
|
Accounting under current GAAP:
|
|
Accounting following adoption of ASU No. 2016-09:
|
Statement of operations
|
|
Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable)
|
|
Included in the determination of the income tax provision or benefit upon option exercise or share vesting
|
Statement of cash flows
|
|
Treated as a financing cash flow
|
|
Treated as an operating cash flow
|
Calculation of fully diluted shares for the determination of earnings per share
|
|
Included as a component of the assumed proceeds in applying the treasury stock method
|
|
Excluded from the assumed proceeds in applying the treasury stock method
|
|
|
Reported results under current GAAP
|
|
Pro forma results assuming ASU No. 2016-09 had been in effect on January 1, 2016
|
||||
|
|
(In thousands, except per share data)
|
||||||
Net earnings
|
|
$
|
172,013
|
|
|
$
|
200,925
|
|
Net earnings attributable to noncontrolling interests
|
|
(562
|
)
|
|
(562
|
)
|
||
Net earnings attributable to Match Group, Inc. shareholders
|
|
171,451
|
|
|
200,363
|
|
||
Cash flows provided by operating activities
|
|
234,106
|
|
|
263,786
|
|
||
Cash flows used in financing activities
|
|
(31,514
|
)
|
|
(61,194
|
)
|
||
Basic earnings per share
|
|
$
|
0.68
|
|
|
$
|
0.80
|
|
Fully diluted earnings per share
|
|
$
|
0.64
|
|
|
$
|
0.72
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
99,827
|
|
|
$
|
149,340
|
|
|
$
|
147,210
|
|
Foreign
|
131,759
|
|
|
30,045
|
|
|
68,426
|
|
|||
Total
|
$
|
231,586
|
|
|
$
|
179,385
|
|
|
$
|
215,636
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
39,278
|
|
|
$
|
68,420
|
|
|
$
|
53,579
|
|
State
|
4,526
|
|
|
7,336
|
|
|
6,045
|
|
|||
Foreign
|
23,964
|
|
|
5,672
|
|
|
13,557
|
|
|||
Current income tax provision
|
67,768
|
|
|
81,428
|
|
|
73,181
|
|
|||
Deferred income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(163
|
)
|
|
(15,131
|
)
|
|
(4,188
|
)
|
|||
State
|
(133
|
)
|
|
(1,735
|
)
|
|
(159
|
)
|
|||
Foreign
|
(7,899
|
)
|
|
(5,664
|
)
|
|
(1,557
|
)
|
|||
Deferred income tax benefit
|
(8,195
|
)
|
|
(22,530
|
)
|
|
(5,904
|
)
|
|||
Income tax provision
|
$
|
59,573
|
|
|
$
|
58,898
|
|
|
$
|
67,277
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
9,406
|
|
|
$
|
8,088
|
|
Net operating loss carryforwards
|
33,239
|
|
|
33,373
|
|
||
Stock-based compensation
|
27,732
|
|
|
25,269
|
|
||
Other
|
7,862
|
|
|
7,756
|
|
||
Total deferred tax assets
|
78,239
|
|
|
74,486
|
|
||
Less valuation allowance
|
(23,884
|
)
|
|
(23,244
|
)
|
||
Net deferred tax assets
|
54,355
|
|
|
51,242
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible and other assets
|
(65,868
|
)
|
|
(73,172
|
)
|
||
Other
|
(2,772
|
)
|
|
(1,230
|
)
|
||
Total deferred tax liabilities
|
(68,640
|
)
|
|
(74,402
|
)
|
||
Net deferred tax liabilities
|
$
|
(14,285
|
)
|
|
$
|
(23,160
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Income tax provision at the federal statutory rate of 35%
|
$
|
81,055
|
|
|
$
|
62,785
|
|
|
$
|
75,472
|
|
Change in tax reserves, net
|
(1,049
|
)
|
|
(595
|
)
|
|
(283
|
)
|
|||
State income taxes, net of effect of federal tax benefit
|
2,964
|
|
|
3,626
|
|
|
3,826
|
|
|||
Foreign income taxed at a different statutory rate
|
(13,761
|
)
|
|
(2,699
|
)
|
|
(975
|
)
|
|||
Foreign rate change
|
(4,454
|
)
|
|
—
|
|
|
—
|
|
|||
Non-taxable contingent consideration fair value adjustments
|
(3,193
|
)
|
|
(3,898
|
)
|
|
(4,439
|
)
|
|||
Non-taxable foreign currency exchange gains
|
(6,837
|
)
|
|
(3,776
|
)
|
|
(4,107
|
)
|
|||
Other, net
|
4,848
|
|
|
3,455
|
|
|
(2,217
|
)
|
|||
Income tax provision
|
$
|
59,573
|
|
|
$
|
58,898
|
|
|
$
|
67,277
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
24,908
|
|
|
$
|
10,935
|
|
|
$
|
11,215
|
|
Additions based on tax positions related to the current year
|
1,706
|
|
|
2,903
|
|
|
201
|
|
|||
Additions for tax positions of prior years
|
1,414
|
|
|
12,846
|
|
|
490
|
|
|||
Reductions for tax positions of prior years
|
(783
|
)
|
|
(902
|
)
|
|
(60
|
)
|
|||
Settlements
|
(258
|
)
|
|
—
|
|
|
—
|
|
|||
Expiration of applicable statute of limitations
|
(1,074
|
)
|
|
(874
|
)
|
|
(911
|
)
|
|||
Balance at December 31
|
$
|
25,913
|
|
|
$
|
24,908
|
|
|
$
|
10,935
|
|
|
(In thousands)
|
|
Weighted-Average Useful Life
(Years)
|
||
Indefinite-lived trade name
|
$
|
66,300
|
|
|
Indefinite
|
Customer relationships
|
10,100
|
|
|
Less than 1
|
|
New registrants
|
3,100
|
|
|
Less than 1
|
|
Non-compete agreement
|
3,000
|
|
|
5
|
|
Developed technology
|
1,600
|
|
|
2
|
|
Total intangible assets acquired
|
$
|
84,100
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per share data)
|
||||||
Revenue
|
$
|
1,098,785
|
|
|
$
|
936,614
|
|
Net earnings attributable to Match Group, Inc. shareholders
|
156,510
|
|
|
156,444
|
|
||
Basic earnings per share attributable to Match Group, Inc. shareholders
|
0.74
|
|
|
0.77
|
|
||
Diluted earnings per share attributable to Match Group, Inc. shareholders
|
0.71
|
|
|
0.75
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
1,280,843
|
|
|
$
|
1,292,775
|
|
Intangible assets with indefinite lives
|
238,361
|
|
|
243,697
|
|
||
Intangible assets with definite lives, net
|
10,809
|
|
|
32,711
|
|
||
Total goodwill and intangible assets, net
|
$
|
1,530,013
|
|
|
$
|
1,569,183
|
|
|
Balance at
December 31, 2015 |
|
Additions
|
|
(Deductions)
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2016 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Dating
|
$
|
1,218,380
|
|
|
$
|
737
|
|
|
$
|
(2,984
|
)
|
|
$
|
(9,686
|
)
|
|
$
|
1,206,447
|
|
Non-dating
|
74,395
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
74,396
|
|
|||||
Total
|
$
|
1,292,775
|
|
|
$
|
737
|
|
|
$
|
(2,984
|
)
|
|
$
|
(9,685
|
)
|
|
$
|
1,280,843
|
|
|
Balance at
December 31, 2014
|
|
Additions
|
|
(Deductions)
|
|
Foreign
Exchange
Translation
|
|
Balance at
December 31, 2015
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Dating
|
$
|
718,129
|
|
|
$
|
549,146
|
|
|
$
|
—
|
|
|
$
|
(48,895
|
)
|
|
$
|
1,218,380
|
|
Non-dating
|
75,634
|
|
|
2,475
|
|
|
(3,711
|
)
|
|
(3
|
)
|
|
74,395
|
|
|||||
Total
|
$
|
793,763
|
|
|
$
|
551,621
|
|
|
$
|
(3,711
|
)
|
|
$
|
(48,898
|
)
|
|
$
|
1,292,775
|
|
|
December 31, 2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Trade names
|
$
|
10,496
|
|
|
$
|
(9,308
|
)
|
|
$
|
1,188
|
|
|
3.0
|
Content
|
9,802
|
|
|
(5,992
|
)
|
|
3,810
|
|
|
4.0
|
|||
Customer lists
|
7,500
|
|
|
(5,715
|
)
|
|
1,785
|
|
|
5.0
|
|||
Technology
|
5,976
|
|
|
(5,231
|
)
|
|
745
|
|
|
2.0
|
|||
Other
|
4,899
|
|
|
(1,618
|
)
|
|
3,281
|
|
|
5.0
|
|||
Total
|
$
|
38,673
|
|
|
$
|
(27,864
|
)
|
|
$
|
10,809
|
|
|
4.2
|
|
December 31, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Weighted-Average
Useful Life
(Years)
|
||||||
|
(In thousands)
|
|
|
||||||||||
Trade names
|
$
|
11,406
|
|
|
$
|
(6,501
|
)
|
|
$
|
4,905
|
|
|
2.6
|
Content
|
9,802
|
|
|
(3,508
|
)
|
|
6,294
|
|
|
4.0
|
|||
Customer Lists
|
23,502
|
|
|
(8,113
|
)
|
|
15,389
|
|
|
2.3
|
|||
Technology
|
6,333
|
|
|
(4,472
|
)
|
|
1,861
|
|
|
2.4
|
|||
Other
|
4,900
|
|
|
(638
|
)
|
|
4,262
|
|
|
5.0
|
|||
Total
|
$
|
55,943
|
|
|
$
|
(23,232
|
)
|
|
$
|
32,711
|
|
|
2.9
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cost method investments
|
$
|
55,355
|
|
|
$
|
55,569
|
|
Total long-term investments
|
$
|
55,355
|
|
|
$
|
55,569
|
|
|
December 31, 2016
|
||||||||||||||
|
Quoted Market
Prices in Active Markets for Identical Assets (Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Fair Value Measurements |
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
85,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,225
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19,418
|
)
|
|
$
|
(19,418
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
3,649
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,649
|
|
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Marketable equity security
|
11,622
|
|
|
—
|
|
|
—
|
|
|
11,622
|
|
||||
Total
|
$
|
15,271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,271
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,993
|
)
|
|
$
|
(28,993
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
Contingent
Consideration
Arrangements
|
|
Contingent
Consideration
Arrangements
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(28,993
|
)
|
|
$
|
(20,615
|
)
|
Total net gains:
|
|
|
|
||||
Fair value adjustments
|
9,198
|
|
|
11,056
|
|
||
Foreign currency exchange gains
|
—
|
|
|
626
|
|
||
Included in other comprehensive (loss) income
|
(1,571
|
)
|
|
1,872
|
|
||
Fair value at date of acquisition
|
(185
|
)
|
|
(27,442
|
)
|
||
Settlements
|
—
|
|
|
5,510
|
|
||
Other
|
2,133
|
|
|
—
|
|
||
Balance at December 31
|
$
|
(19,418
|
)
|
|
$
|
(28,993
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(40,000
|
)
|
|
$
|
(39,850
|
)
|
Long-term debt, net of current maturities
|
(1,176,493
|
)
|
|
(1,244,641
|
)
|
|
(1,176,871
|
)
|
|
(1,204,548
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commenced December 1, 2016
|
$
|
400,000
|
|
|
$
|
—
|
|
6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016
|
445,172
|
|
|
445,172
|
|
||
Term Loan due November 16, 2022
(a)
|
350,000
|
|
|
800,000
|
|
||
Total long-term debt
|
1,195,172
|
|
|
1,245,172
|
|
||
Less: Current maturities of long-term debt
|
—
|
|
|
40,000
|
|
||
Less: Unamortized original issue discount and original issue premium, net
|
5,245
|
|
|
11,691
|
|
||
Less: Unamortized debt issuance costs
|
13,434
|
|
|
16,610
|
|
||
Total long-term debt, net of current maturities
|
$
|
1,176,493
|
|
|
$
|
1,176,871
|
|
(a)
|
The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is
91 days
prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is
91 days
prior to the maturity date of the 2015 Senior Notes.
|
Year
|
Percentage
|
|
2019
|
104.781
|
%
|
2020
|
103.188
|
%
|
2021
|
101.594
|
%
|
2022 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2017
|
102.375
|
%
|
2018
|
101.583
|
%
|
2019
|
100.792
|
%
|
2020 and thereafter
|
100.000
|
%
|
Years Ending December 31,
|
(In thousands)
|
||
2022
|
$
|
795,172
|
|
2024
|
400,000
|
|
|
Total
|
1,195,172
|
|
|
Less: Unamortized original issue discount and original issue premium, net
|
5,245
|
|
|
Less: Unamortized debt issuance costs
|
13,434
|
|
|
Total long-term debt, net of current maturities
|
$
|
1,176,493
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Available-For-Sale Security
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(139,784
|
)
|
|
$
|
2,964
|
|
|
$
|
(136,820
|
)
|
Other comprehensive (loss) income before reclassifications
|
(36,600
|
)
|
|
94
|
|
|
(36,506
|
)
|
|||
Gain on sale of available-for-sale security reclassified into earnings
|
—
|
|
|
(3,058
|
)
|
|
(3,058
|
)
|
|||
Net current period other comprehensive loss
|
(36,600
|
)
|
|
(2,964
|
)
|
|
(39,564
|
)
|
|||
Balance at December 31
|
$
|
(176,384
|
)
|
|
$
|
—
|
|
|
$
|
(176,384
|
)
|
|
Year Ended December 31, 2015
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Loss) Gain on Available-For-Sale Security
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(76,800
|
)
|
|
$
|
(1,248
|
)
|
|
$
|
(78,048
|
)
|
Other comprehensive (loss) income before reclassifications
|
(60,793
|
)
|
|
4,212
|
|
|
(56,581
|
)
|
|||
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business
|
(2,191
|
)
|
|
—
|
|
|
(2,191
|
)
|
|||
Net period other comprehensive (loss) income
|
(62,984
|
)
|
|
4,212
|
|
|
(58,772
|
)
|
|||
Balance at December 31
|
$
|
(139,784
|
)
|
|
$
|
2,964
|
|
|
$
|
(136,820
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
$
|
172,013
|
|
|
$
|
172,013
|
|
|
$
|
120,487
|
|
|
$
|
120,487
|
|
|
$
|
148,359
|
|
|
$
|
148,359
|
|
Net earnings attributable to redeemable noncontrolling interests
|
(562
|
)
|
|
(562
|
)
|
|
(104
|
)
|
|
(104
|
)
|
|
(595
|
)
|
|
(595
|
)
|
||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
171,451
|
|
|
$
|
171,451
|
|
|
$
|
120,383
|
|
|
$
|
120,383
|
|
|
$
|
147,764
|
|
|
$
|
147,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic weighted average common shares outstanding
|
251,522
|
|
|
251,522
|
|
|
174,784
|
|
|
174,784
|
|
|
160,756
|
|
|
160,756
|
|
||||||
Dilutive securities including subsidiary denominated equity, stock options and RSU awards
(a)(b)
|
—
|
|
|
18,203
|
|
|
—
|
|
|
10,150
|
|
|
—
|
|
|
7,323
|
|
||||||
Dilutive weighted average common shares outstanding
|
251,522
|
|
|
269,725
|
|
|
174,784
|
|
|
184,934
|
|
|
160,756
|
|
|
168,079
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share attributable to Match Group, Inc. shareholders
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings per share
|
$
|
0.68
|
|
|
$
|
0.64
|
|
|
$
|
0.69
|
|
|
$
|
0.65
|
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
(a)
|
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity, stock options and the vesting of restricted stock units ("RSUs"). For the years ended
December 31, 2016
and
2015
,
6.1 million
and
5.2 million
potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the year ended December 31, 2014, all potentially dilutive securities were included in the calculation of diluted earnings per share.
|
(b)
|
Market-based awards and performance-based stock options ("PSOs") and restricted stock units (“PSUs”) are considered contingently issuable shares. Market-based awards, PSOs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based award, PSOs and PSUs are dilutive for the respective reporting periods. For the years ended
December 31, 2016
and
2015
,
2.5 million
and
7.5 million
market-based awards, PSOs and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. For the year ended
December 31, 2014
, there were no outstanding market-based awards, PSOs, or PSUs.
|
(a)
|
Included in the outstanding balance at December 31, 2016 is
4.9 million
performance-based stock options, which vest in varying amounts and years depending upon certain performance conditions. The Company expects
0.1 million
shares to vest based on our current assessment of the performance conditions. The table above includes these awards at their maximum potential payout.
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Outstanding at
December 31,
2016
|
|
Weighted-
Average
Remaining
Contractual
Life in Years
|
|
Weighted-Average
Exercise
Price
|
|
Exercisable at
December 31,
2016
|
|
Weighted-
Average
Remaining
Contractual
Life in Years
|
|
Weighted-Average
Exercise
Price
|
||||||
|
(Shares in thousands)
|
||||||||||||||||
$0.01 to $5.00
|
925
|
|
|
3.1
|
|
$
|
4.11
|
|
|
925
|
|
|
3.1
|
|
$
|
4.11
|
|
$5.01 to $10.00
|
1,210
|
|
|
1.7
|
|
8.00
|
|
|
1,210
|
|
|
1.7
|
|
8.00
|
|
||
$10.01 to $15.00
|
26,136
|
|
|
7.5
|
|
12.09
|
|
|
8,707
|
|
|
5.7
|
|
11.53
|
|
||
$15.01 to $20.00
|
5,375
|
|
|
8.9
|
|
15.75
|
|
|
1,088
|
|
|
8.7
|
|
15.44
|
|
||
|
33,646
|
|
|
7.5
|
|
$
|
12.31
|
|
|
11,930
|
|
|
5.4
|
|
$
|
10.95
|
|
|
Years Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
27
|
%
|
|
28
|
%
|
|
29
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
1.3
|
%
|
|
1.3
|
%
|
Expected term
|
4.8 years
|
|
|
4.1 years
|
|
|
4.2 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
RSUs
|
|
PSUs
|
||||||||||
|
Number
of shares |
|
Weighted
Average Grant Date Fair Value |
|
Number
of shares (a) |
|
Weighted
Average Grant Date Fair Value |
||||||
|
(Shares in thousands)
|
||||||||||||
Unvested at January 1, 2016
|
373
|
|
|
$
|
14.52
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
229
|
|
|
16.32
|
|
|
330
|
|
|
10.11
|
|
||
Vested
|
(63
|
)
|
|
15.12
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
10.11
|
|
||
Unvested at December 31, 2016
|
539
|
|
|
$
|
15.21
|
|
|
165
|
|
|
$
|
10.11
|
|
(a)
|
This represents the maximum shares issuable.
|
|
Market-based awards
|
|||||
|
Number
of shares |
|
Weighted
Average Grant Date Price |
|||
|
(Shares in thousands)
|
|||||
Unvested at January 1, 2016
|
117
|
|
|
$
|
12.00
|
|
Granted
|
1,465
|
|
|
10.60
|
|
|
Vested
|
(7
|
)
|
|
12.00
|
|
|
Forfeited
|
(39
|
)
|
|
12.00
|
|
|
Unvested at December 31, 2016
|
1,536
|
|
|
$
|
10.66
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Dating
|
$
|
1,118,110
|
|
|
$
|
909,705
|
|
|
$
|
836,458
|
|
Non-dating
|
104,416
|
|
|
110,726
|
|
|
51,810
|
|
|||
Total
|
$
|
1,222,526
|
|
|
$
|
1,020,431
|
|
|
$
|
888,268
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating Income (Loss):
|
|
|
|
|
|
||||||
Dating
|
$
|
315,549
|
|
|
$
|
212,981
|
|
|
$
|
253,725
|
|
Non-dating
|
(9,641
|
)
|
|
(19,425
|
)
|
|
(25,158
|
)
|
|||
Total
|
$
|
305,908
|
|
|
$
|
193,556
|
|
|
$
|
228,567
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA:
(a)
|
|
|
|
|
|
||||||
Dating
|
$
|
403,380
|
|
|
$
|
284,554
|
|
|
$
|
289,287
|
|
Non-dating
|
575
|
|
|
(5,887
|
)
|
|
(15,839
|
)
|
|||
Total
|
$
|
403,955
|
|
|
$
|
278,667
|
|
|
$
|
273,448
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Dating
|
$
|
46,098
|
|
|
$
|
25,246
|
|
|
$
|
19,734
|
|
Non-dating
|
2,805
|
|
|
3,910
|
|
|
2,059
|
|
|||
Total
|
$
|
48,903
|
|
|
$
|
29,156
|
|
|
$
|
21,793
|
|
(a)
|
The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments, and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to Match Group's statement of operations of certain expenses.
|
(b)
|
Consistent with the Company's primary metric (described in (a) above), the Company excludes, if applicable, goodwill and intangible assets from the measure of segment assets presented above.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
775,454
|
|
|
$
|
695,149
|
|
|
$
|
578,139
|
|
All other countries
|
447,072
|
|
|
325,282
|
|
|
310,129
|
|
|||
Total
|
$
|
1,222,526
|
|
|
$
|
1,020,431
|
|
|
$
|
888,268
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
48,445
|
|
|
$
|
28,169
|
|
All other countries
|
21,283
|
|
|
19,898
|
|
||
Total
|
$
|
69,728
|
|
|
$
|
48,067
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Operating Income (Loss)
|
|
Stock-based compensation
|
|
Depreciation
|
|
Amortization
of Intangibles |
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
|
|
|
||||||||||||||||||||
Dating
|
$
|
315,549
|
|
|
$
|
52,370
|
|
|
$
|
27,726
|
|
|
$
|
16,932
|
|
|
$
|
(9,197
|
)
|
|
$
|
403,380
|
|
Non-dating
|
(9,641
|
)
|
|
618
|
|
|
3,501
|
|
|
6,097
|
|
|
—
|
|
|
575
|
|
||||||
Total
|
305,908
|
|
|
$
|
52,988
|
|
|
$
|
31,227
|
|
|
$
|
23,029
|
|
|
$
|
(9,197
|
)
|
|
$
|
403,955
|
|
|
Interest expense—third party
|
(82,214
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
7,892
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
231,586
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(59,573
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
172,013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to redeemable noncontrolling interests
|
(562
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
171,451
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Operating Income (Loss)
|
|
Stock-based compensation
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
|
|
|
|
|||||||||||||||||||
Dating
|
$
|
212,981
|
|
|
$
|
49,401
|
|
|
$
|
19,791
|
|
|
$
|
13,437
|
|
|
$
|
(11,056
|
)
|
|
$
|
284,554
|
|
Non-dating
|
(19,425
|
)
|
|
682
|
|
|
6,192
|
|
|
6,664
|
|
|
—
|
|
|
(5,887
|
)
|
||||||
Total
|
193,556
|
|
|
$
|
50,083
|
|
|
$
|
25,983
|
|
|
$
|
20,101
|
|
|
$
|
(11,056
|
)
|
|
$
|
278,667
|
|
|
Interest expense—third party
|
(18,049
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense—related party
|
(8,009
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
11,887
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
179,385
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(58,898
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
120,487
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to redeemable noncontrolling interests
|
(104
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
120,383
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Operating Income (Loss)
|
|
Stock-based compensation
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
|
|
|||||||||||||||||||||
Dating
|
$
|
253,725
|
|
|
$
|
19,543
|
|
|
$
|
21,502
|
|
|
$
|
7,429
|
|
|
$
|
(12,912
|
)
|
|
$
|
289,287
|
|
Non-dating
|
(25,158
|
)
|
|
1,308
|
|
|
4,045
|
|
|
3,966
|
|
|
—
|
|
|
(15,839
|
)
|
||||||
Total
|
228,567
|
|
|
$
|
20,851
|
|
|
$
|
25,547
|
|
|
$
|
11,395
|
|
|
$
|
(12,912
|
)
|
|
$
|
273,448
|
|
|
Interest expense—related party
|
(25,541
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
12,610
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
215,636
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(67,277
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
148,359
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to redeemable noncontrolling interests
|
(595
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
147,764
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets |
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Dating
|
$
|
487,989
|
|
|
$
|
1,206,447
|
|
|
$
|
214,461
|
|
|
$
|
3,221
|
|
|
$
|
1,912,118
|
|
Non-dating
|
30,676
|
|
|
74,396
|
|
|
23,900
|
|
|
7,588
|
|
|
136,560
|
|
|||||
Total
|
$
|
518,665
|
|
|
$
|
1,280,843
|
|
|
$
|
238,361
|
|
|
$
|
10,809
|
|
|
$
|
2,048,678
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets
|
|
Definite-Lived
Intangible Assets
|
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Dating
|
$
|
301,452
|
|
|
$
|
1,218,380
|
|
|
$
|
219,797
|
|
|
19,026
|
|
|
$
|
1,758,655
|
|
|
Non-dating
|
38,757
|
|
|
74,395
|
|
|
23,900
|
|
|
13,685
|
|
|
150,737
|
|
|||||
Total
|
$
|
340,209
|
|
|
$
|
1,292,775
|
|
|
$
|
243,697
|
|
|
$
|
32,711
|
|
|
$
|
1,909,392
|
|
|
|
(In thousands)
|
||
2017
|
|
$
|
12,066
|
|
2018
|
|
11,479
|
|
|
2019
|
|
7,991
|
|
|
2020
|
|
7,527
|
|
|
2021
|
|
6,401
|
|
|
Thereafter
|
|
17,941
|
|
|
Total
|
|
$
|
63,405
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
82,494
|
|
|
$
|
8,696
|
|
|
$
|
7,017
|
|
Income tax payments, including amounts paid to IAC for Match Group's share of IAC's consolidated tax liability
|
44,733
|
|
|
46,657
|
|
|
68,905
|
|
|||
Income tax refunds
|
(962
|
)
|
|
(1,583
|
)
|
|
(3,826
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
||||||
Capital contribution from IAC to partially fund the acquisition of PlentyOfFish
|
$
|
(155,000
|
)
|
|
$
|
—
|
|
Cash transfers to IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by IAC on behalf of Match Group, net
|
126,275
|
|
|
165,782
|
|
||
Taxes
|
(57,041
|
)
|
|
(54,761
|
)
|
||
Interest income (expense), net
(a)
|
3,813
|
|
|
(12,936
|
)
|
||
Allocation of general and administrative expense
|
(6,898
|
)
|
|
(6,648
|
)
|
||
Net (increase) decrease in IAC's investment in the Match Group
|
$
|
(88,851
|
)
|
|
$
|
91,437
|
|
(a)
|
Does not include long-term debt, related party.
|
|
December 31, 2016
|
||||||||||
|
Severance
|
|
Professional Fees & Other
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Accrual as of January 1
|
$
|
3,013
|
|
|
$
|
564
|
|
|
$
|
3,577
|
|
Charges incurred
|
345
|
|
|
4,576
|
|
|
4,921
|
|
|||
Payments made
|
(2,404
|
)
|
|
(4,844
|
)
|
|
(7,248
|
)
|
|||
Accrual as of December 31
|
$
|
954
|
|
|
$
|
296
|
|
|
$
|
1,250
|
|
|
December 31, 2015
|
||||||||||
|
Severance
|
|
Professional Fees & Other
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Accrual as of January 1
|
$
|
795
|
|
|
$
|
933
|
|
|
$
|
1,728
|
|
Charges incurred
|
8,350
|
|
|
8,417
|
|
|
16,767
|
|
|||
Payments made
|
(6,132
|
)
|
|
(8,786
|
)
|
|
(14,918
|
)
|
|||
Accrual as of December 31
|
$
|
3,013
|
|
|
$
|
564
|
|
|
$
|
3,577
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cost of revenue
|
$
|
566
|
|
|
$
|
2,947
|
|
Selling and marketing expense
|
560
|
|
|
1,678
|
|
||
General and administrative expense
|
1,647
|
|
|
8,160
|
|
||
Product development expense
|
2,148
|
|
|
3,982
|
|
||
Total
|
$
|
4,921
|
|
|
$
|
16,767
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
14,382
|
|
|
$
|
18,983
|
|
Other
|
29,083
|
|
|
20,066
|
|
||
Other current assets
|
$
|
43,465
|
|
|
$
|
39,049
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Property and equipment, net:
|
|
|
|
||||
Computer equipment and capitalized software
|
$
|
120,906
|
|
|
$
|
100,325
|
|
Leasehold improvements
|
20,742
|
|
|
11,342
|
|
||
Furniture and other equipment
|
5,788
|
|
|
4,040
|
|
||
Projects in progress
|
6,787
|
|
|
3,004
|
|
||
|
154,223
|
|
|
118,711
|
|
||
Accumulated depreciation and amortization
|
(84,495
|
)
|
|
(70,644
|
)
|
||
Property and equipment, net
|
$
|
69,728
|
|
|
$
|
48,067
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
35,135
|
|
|
$
|
30,012
|
|
Accrued advertising expense
|
20,812
|
|
|
23,201
|
|
||
Contingent consideration
|
18,972
|
|
|
—
|
|
||
Other
|
42,572
|
|
|
65,343
|
|
||
Accrued expenses and other current liabilities
|
$
|
117,491
|
|
|
$
|
118,556
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net:
|
|
|
|
|
|
||||||
Foreign currency exchange gains, net
|
$
|
19,955
|
|
|
$
|
2,387
|
|
|
$
|
2,583
|
|
Foreign currency exchange gain related to Euro denominated long-term debt - related party
|
—
|
|
|
7,558
|
|
|
8,307
|
|
|||
Interest income
|
633
|
|
|
4,715
|
|
|
2,898
|
|
|||
Other
|
(12,696
|
)
|
|
(2,773
|
)
|
|
(1,178
|
)
|
|||
Other income, net
|
$
|
7,892
|
|
|
$
|
11,887
|
|
|
$
|
12,610
|
|
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended
September 30
|
|
Quarter Ended
December 31
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
285,283
|
|
|
$
|
301,119
|
|
|
$
|
316,447
|
|
|
$
|
319,677
|
|
Cost of revenue
|
53,677
|
|
|
56,547
|
|
|
61,161
|
|
|
62,561
|
|
||||
Operating income
|
29,188
|
|
|
73,668
|
|
|
91,754
|
|
|
111,298
|
|
||||
Net earnings
|
7,219
|
|
|
34,101
|
|
|
56,704
|
|
|
73,989
|
|
||||
Net earnings attributable to Match Group, Inc. shareholders
|
7,152
|
|
|
34,078
|
|
|
56,410
|
|
|
73,811
|
|
||||
Per share information attributable to the Match Group, Inc. shareholders:
|
|
|
|
|
|||||||||||
Basic
(a)
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.22
|
|
|
$
|
0.29
|
|
Diluted
(a)
|
$
|
0.03
|
|
|
$
|
0.13
|
|
|
$
|
0.21
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
235,069
|
|
|
$
|
248,817
|
|
|
$
|
268,971
|
|
|
$
|
267,574
|
|
Cost of revenue
|
38,953
|
|
|
44,529
|
|
|
47,636
|
|
|
46,870
|
|
||||
Operating income
|
27,040
|
|
|
40,522
|
|
|
58,356
|
|
|
67,638
|
|
||||
Net earnings
|
25,880
|
|
|
23,431
|
|
|
35,437
|
|
|
35,739
|
|
||||
Net earnings attributable to Match Group, Inc. shareholders
|
26,206
|
|
|
23,325
|
|
|
35,259
|
|
|
35,593
|
|
||||
Per share information attributable to the Match Group, Inc. shareholders:
|
|
|
|
|
|||||||||||
Basic
(a)
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
Diluted
(a)
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
(a)
|
Quarterly per share amounts may not add to the related annual per share amount because of differences in the average common shares outstanding during each period.
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
Schedule
Number
|
|
|
II
|
|
Valuation and Qualifying Accounts.
|
Exhibit No.
|
|
|
Description
|
|
Location
|
|
2.1
|
|
|
|
Stock Purchase Agreement, dated as of July 13, 2015, by and among Match.com Inc., Plentyoffish Media Inc., Markus Frind, Markus Frind Family Trust No. 2, and Frind Enterprises Ltd.
|
|
Exhibit 2.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on July 17, 2015.
|
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of
Match Group, Inc.
|
|
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
3.2
|
|
|
|
Amended and Restated By-laws of Match Group, Inc.
|
|
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
4.1
|
|
|
|
Indenture, dated November 16, 2015, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 28, 2016.
|
4.2
|
|
|
|
Indenture, dated June 1, 2016, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on June 2, 2016.
|
4.3
|
|
|
|
Investor Rights Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.1
|
|
|
|
Master Transaction Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.2
|
|
|
|
Employee Matters Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.3
|
|
|
|
Amendment No. 1 to the Employee Matters Agreement, dated as of April 13, 2016, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed on May 10, 2016.
|
10.4
|
|
|
|
Tax Sharing Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.5
|
|
|
|
Services Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.6
|
|
|
|
Match Group, Inc. 2015 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed on November 24, 2015.
|
10.7
|
|
|
|
Form of Terms and Conditions for Stock Options granted under the Match Group, Inc. 2015 Stock and Annual Incentive Plan.(1)(2)
|
|
|
10.8
|
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the Match Group, Inc. 2015 Stock and Annual Incentive Plan.(1)(2)
|
|
|
10.9
|
|
|
|
Tutor .com, Inc. 2013 Incentive Plan.(1)(2)
|
|
|
10.10
|
|
|
|
Summary of Non-Employee Director Compensation Arrangements.(1)
|
|
Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 28, 2016.
|
10.11
|
|
|
|
Amendment No. 3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc., as borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto.(3)
|
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 8, 2016.
|
10.12
|
|
|
|
Employment Agreement between Gregory R. Blatt and the Registrant, dated as of April 27, 2016.(1)(2)
|
|
|
10.13
|
|
|
|
Employment Agreement between Jared F. Sine and the Registrant, dated as of July 5, 2016.(1)
|
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, filed on November 7, 2016.
|
21.1
|
|
|
|
Subsidiaries of the Registrant as of December 31, 2016.(2)
|
|
|
23.1
|
|
|
|
Consent of Ernst & Young LLP.(2)
|
|
|
31.1
|
|
|
|
Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
|
|
|
31.2
|
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
|
|
|
32.1
|
|
|
Certification of the Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
|
|
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
|
|
|
101.INS
|
|
XBRL Instance
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
|
(1)
|
Reflects management contracts and management and director compensatory plans.
|
(2)
|
Filed herewith.
|
(3)
|
Certain schedules and similar attachments have been omitted and the Registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
|
(4)
|
Furnished herewith.
|
February 28, 2017
|
|
MATCH GROUP, INC.
|
||
|
|
By:
|
|
/s/ GARY SWIDLER
|
|
|
|
|
Gary Swidler
|
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ GREGORY R. BLATT
|
|
Chairman of the Board, Chief Executive Officer and Director
|
Gregory R. Blatt
|
|
|
|
|
|
/s/ GARY SWIDLER
|
|
Chief Financial Officer
|
Gary Swidler
|
|
|
|
|
|
/s/ MICHAEL H. SCHWERDTMAN
|
|
Vice President and Principal Accounting Officer
|
Michael H. Schwerdtman
|
|
|
|
|
|
/s/ SONALI DE RYCKER
|
|
Director
|
Sonali De Rycker
|
|
|
|
|
|
/s/ JOSEPH LEVIN
|
|
Director
|
Joseph Levin
|
|
|
|
|
|
/s/ ANN L. McDANIEL
|
|
Director
|
Ann L. McDaniel
|
|
|
|
|
|
/s/ THOMAS J. McINERNEY
|
|
Director
|
Thomas J. McInerney
|
|
|
|
|
|
/s/ GLENN H. SCHIFFMAN
|
|
Director
|
Glenn H. Schiffman
|
|
|
|
|
|
/s/ PAMELA S. SEYMON
|
|
Director
|
Pamela S. Seymon
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
Director
|
Alan G. Spoon
|
|
|
|
|
|
/s/ MARK STEIN
|
|
Director
|
Mark Stein
|
|
|
|
|
|
/s/ GREGG WINIARSKI
|
|
Director
|
Gregg Winiarski
|
|
|
|
|
|
/s/ SAM YAGAN
|
|
Vice Chairman of the Board (non-executive) and Director
|
Sam Yagan
|
|
|
Description
|
Balance at
Beginning of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1,739
|
|
|
$
|
112
|
|
(a)
|
$
|
28
|
|
|
$
|
(949
|
)
|
(d)
|
$
|
930
|
|
Deferred tax valuation allowance
|
23,244
|
|
|
(419
|
)
|
(b)
|
1,059
|
|
(c)
|
—
|
|
|
23,884
|
|
|||||
Other reserves
|
2,514
|
|
|
|
|
|
|
|
|
2,822
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1,133
|
|
|
$
|
656
|
|
(a)
|
$
|
87
|
|
|
$
|
(137
|
)
|
(d)
|
$
|
1,739
|
|
Deferred tax valuation allowance
|
24,805
|
|
|
300
|
|
(e)
|
(1,861
|
)
|
(f)
|
—
|
|
|
23,244
|
|
|||||
Other reserves
|
2,098
|
|
|
|
|
|
|
|
|
2,514
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
856
|
|
|
$
|
114
|
|
(a)
|
$
|
384
|
|
|
$
|
(221
|
)
|
(d)
|
$
|
1,133
|
|
Deferred tax valuation allowance
|
23,202
|
|
|
1,286
|
|
(g)
|
317
|
|
(h)
|
—
|
|
|
24,805
|
|
|||||
Other reserves
|
2,203
|
|
|
|
|
|
|
|
|
2,098
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense.
|
(b)
|
Amount is primarily related to an other-than-temporary impairment charge for a certain cost method investment and an increase in foreign tax credits.
|
(c)
|
Amount is related to the realization of previously unbenefited losses on an available-for-sale marketable equity security included in accumulated other comprehensive loss.
|
(d)
|
Write-off of fully reserved accounts receivable.
|
(e)
|
Amount is primarily related to a net increase in foreign, federal and state net operating losses.
|
(f)
|
Amount is primarily related to the decrease in unbenefited unrealized losses on an available-for-sale marketable equity security included in accumulated other comprehensive loss and currency translation adjustments on foreign net operating losses.
|
(g)
|
Amount is primarily related to federal net operating losses.
|
(h)
|
Amount is primarily related to the increase in unbenefited unrealized losses on a long-term marketable equity security included in accumulated other comprehensive loss, partially offset by currency translation adjustments on foreign net operating losses.
|
If to IAC:
|
IAC/InterActiveCorp
|
|
555 West 18
th
Street
|
|
New York, New York 10011
|
|
Attn: General Counsel
|
|
Fax: (212) 632-9551
|
|
|
If to the Company:
|
Tutor.com, Inc.
|
|
555 West 18
th
Street
|
|
New York, NY 10011
|
|
Attention: Board of Directors
|
I.
|
NOTICE OF STOCK APPRECIATION RIGHT GRANT
|
Participant:
|
|
[ ]
|
|
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Date of Grant:
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[ ]
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SAR
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Exercise Price per SAR:
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$XXX
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Total Number of SARs Granted:
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[ ]
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II.
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AWARD AGREEMENT
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TUTOR.COM, INC.
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By:
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Name:
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Title:
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IAC/INTERACTIVECORP
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By:
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Name:
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Title:
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Dated:
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PARTICIPANT
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Residence Address:
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If to Executive:
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At the most recent address for Executive on record at the Company.
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Gregory R. Blatt
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Date:
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Entity
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Jurisdiction of Formation
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Connect, LLC
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Delaware
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DatingDirect.com Limited
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United Kingdom
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Delightful.com, LLC
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Delaware
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Eureka SG Pte. Ltd.
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Singapore
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Eureka Taiwan
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Taiwan
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Eureka, Inc.
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Japan
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Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
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People’s Republic of China
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FriendScout24 GmbH
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Germany
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GetAFive, Inc.
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Delaware
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Hatch Labs, Inc.
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Delaware
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Higher Edge Marketing Services, Inc.
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California
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HowAboutWe, LLC
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Delaware
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Humor Rainbow, Inc.
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New York
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M8 Singlesnet LLC
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Delaware
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Mash Dating, LLC
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Delaware
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Massive Media Europe NV
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Belgium
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Massive Media Limited
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United Kingdom
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Massive Media Match NV
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Belgium
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Match Group Europe Limited
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England and Wales
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Match Internet Financial Services Designated Activity Company
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Ireland
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Match ProfilePro, LLC
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Delaware
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Match.com Europe Limited
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United Kingdom
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Match.com Events LLC
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Delaware
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Match.com Foreign Holdings II Limited
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England and Wales
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Match.com Foreign Holdings III Limited
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England and Wales
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Match.com Foreign Holdings Limited
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England and Wales
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Match.com Global Investments SARL
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Luxembourg
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Match.com Global Services Limited
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United Kingdom
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Match.com HK Limited
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Hong Kong
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Match.com International Holdings, Inc.
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Delaware
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Match.com International II Limited
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England and Wales
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Match.com International Limited
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England and Wales
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Match.com Investments, Inc.
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Cayman Island
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Match.com Japan KK
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Japan
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Match.com Japan Networks GK
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Japan
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Match.com LatAm Limited
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England and Wales
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Match.com Luxembourg SARL
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Luxembourg
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Entity
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Jurisdiction of Formation
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Match.com Nordic AB
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Sweden
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Match.com Offshore Holdings, Ltd
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Mauritius
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Match.com Pegasus Limited
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England and Wales
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Match.com, L.L.C.
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Delaware
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Matchcom Mexico, S. de R.L., de C.V.
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Mexico
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Meetic Espana, SLU
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Spain
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Meetic Italia SRL
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Italy
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Meetic Netherlands BV
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Netherlands
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Meetic SAS
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France
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MM LatAm, LLC
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Delaware
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Mojo Acquisition Corp.
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Delaware
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Mojo Finance Co.
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Cayman Islands
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Neu.de GmbH
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Germany
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Nexus Limited
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England and Wales
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Parperfeito Comunicacao SA
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Brazil
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People Media, Inc.
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Delaware
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People Media, LLC
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Arizona
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Plentyoffish Media ULC
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British Columbia
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Plentyoffish Media, LLC
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Delaware
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Pretty Fun Therapy SAS
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France
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Search Floor, Inc.
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California
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Shoptouch, Inc.
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Delaware
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Soulmates Technology Pty Ltd.
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New South Wales Australia
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SpeedDate.com, LLC
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Delaware
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Spotlight Studios, LLC
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Delaware
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Tinder Development, LLC
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Delaware
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Tinder France Services
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France
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Tinder, Inc.
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Delaware
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TPR Education Canada, ULC
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Nova Scotia
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TPR Education Holdings, Inc.
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Delaware
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TPR Education IP Holdings, LLC
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Delaware
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TPR Education Offshore Holdings LLC
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Delaware
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TPR Education Worldwide, LLC
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Delaware
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TPR Education, LLC
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Delaware
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TPR/Tutor Holdings, LLC
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Delaware
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Tutor.com, Inc.
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Delaware
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/s/ ERNST & YOUNG LLP
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February 28, 2017
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New York, New York
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1.
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I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2016 of Match Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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February 28, 2017
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/s/ GREGORY R. BLATT
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Gregory R. Blatt
Chairman and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2016 of Match Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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February 28, 2017
|
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/s/ GARY SWIDLER
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Gary Swidler
Chief Financial Officer
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(1)
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the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
|
Dated:
|
February 28, 2017
|
|
/s/ GREGORY R. BLATT
|
|
|
|
Gregory R. Blatt
Chairman and Chief Executive Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
|
Dated:
|
February 28, 2017
|
|
/s/ GARY SWIDLER
|
|
|
|
Gary Swidler
Chief Financial Officer
|