UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
FORM 10-K
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended
December 31, 2018
|
||
|
|
|
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
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
Common Stock
|
|
68,529,512
|
|
Class B Common Stock
|
|
209,919,402
|
|
Class C Common Stock
|
|
—
|
|
Total
|
|
278,448,914
|
|
|
|
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 reduces the awkwardness around the process of reaching out to new people. 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,
|
•
|
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 or communities with which the user can associate. 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, privacy and security. Users expect every interaction with a dating product to be seamless and intuitive.
|
•
|
centralizing operational functions across certain brands 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, brands);
|
•
|
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;
|
•
|
sharing analytics and similar data to leverage product and marketing successes across our businesses rapidly for competitive advantage; and
|
•
|
centralizing certain administrative functions, like legal, trust and safety, privacy, human resources, and finance, across the entire portfolio to enable each brand to focus more on growth.
|
•
|
our ability to continue to increase consumer acceptance and adoption of online dating products, particularly in emerging markets and other parts of the world where the stigma is only beginning to erode;
|
•
|
continued growth in internet access and smart phone adoption in certain regions of the world, particularly emerging markets;
|
•
|
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, the ever-evolving technological landscape, and the ever-changing regulatory landscape, in particular, as it relates to the regulation of online platforms;
|
•
|
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;
|
•
|
accurately review acquisition candidates’ business practices against applicable laws and regulations and, where applicable, implement proper remediation controls, procedures, and policies;
|
•
|
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;
|
•
|
fully identify potential risks and liabilities associated with acquired 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;
|
•
|
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, and 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.
|
(1)
|
Reflects repurchases made pursuant to the 6 million share repurchase authorization previously announced in May 2017, which has no expiration.
|
(2)
|
Represents the total number of shares of common stock that remained available for repurchase pursuant to the May 2017 repurchase authorization. The timing and actual number of any shares repurchased will
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
$
|
909,705
|
|
|
$
|
836,458
|
|
Earnings from continuing operations
|
472,969
|
|
|
355,977
|
|
|
178,341
|
|
|
133,163
|
|
|
165,091
|
|
|||||
Loss from discontinued operations
|
(378
|
)
|
|
(5,650
|
)
|
|
(6,328
|
)
|
|
(12,676
|
)
|
|
(16,732
|
)
|
|||||
Net earnings attributable to Match Group, Inc. shareholders
|
477,939
|
|
|
350,148
|
|
|
171,451
|
|
|
120,383
|
|
|
147,764
|
|
|||||
Earnings per share from continuing operations attributable to Match Group, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.73
|
|
|
$
|
1.35
|
|
|
$
|
0.71
|
|
|
$
|
0.76
|
|
|
$
|
1.02
|
|
Diluted
|
$
|
1.61
|
|
|
$
|
1.20
|
|
|
$
|
0.66
|
|
|
$
|
0.72
|
|
|
$
|
0.98
|
|
Earnings per share attributable to Match Group, Inc. shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.73
|
|
|
$
|
1.33
|
|
|
$
|
0.68
|
|
|
$
|
0.69
|
|
|
$
|
0.92
|
|
Diluted
|
$
|
1.61
|
|
|
$
|
1.18
|
|
|
$
|
0.64
|
|
|
$
|
0.65
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend declared per share
|
$
|
2.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,053,061
|
|
|
$
|
2,130,146
|
|
|
$
|
2,048,678
|
|
|
$
|
1,909,392
|
|
|
$
|
1,302,109
|
|
Long-term debt, net including current maturities
|
1,515,911
|
|
|
1,252,696
|
|
|
1,176,493
|
|
|
1,216,871
|
|
|
—
|
|
|||||
Long-term debt, related party
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,586
|
|
•
|
North America
- consists of the financial results and metrics associated with users located in the United States and Canada.
|
•
|
International
- consists of the financial results and metrics associated with users located outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is received directly from end users of our products and includes both subscription and à la carte revenue.
|
•
|
Indirect Revenue
- is revenue that is not received directly from an end user of our products, substantially all of which is advertising revenue.
|
•
|
Subscribers
- are users who purchase a subscription to one of our products. Users who purchase only à la carte features are not included in Subscribers.
|
•
|
Average Subscribers
- is the number of Subscribers at the end of each day in the relevant measurement period divided by the number of calendar days in that period.
|
•
|
Average Revenue per Subscriber (“ARPU”)
- is Direct Revenue from Subscribers in the relevant measurement period (whether in the form of subscription or à la carte revenue) divided by the Average Subscribers in such period and further divided by the number of calendar days in such period. Direct Revenue from users who are not Subscribers and have purchased only à la carte features is not included in ARPU.
|
•
|
Cost of revenue -
consists primarily of the amortization of in-app purchase fees, compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in data center and customer care functions, 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 in connection with the processing of in-app purchases of subscriptions and product features through the in-app payment systems provided by Apple and Google.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures and compensation expense (including stock-based compensation expense) 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 and social media sites, offline marketing (which is primarily television advertising), and payments to partners that direct traffic to our brands.
|
•
|
General and administrative expense -
consists primarily of compensation expense (including stock-based compensation expense) 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 (including transaction-related costs for acquisitions) and facilities costs.
|
•
|
Product development expense -
consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs that 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 earnings performance and/or operating metrics of the acquired company. The fair value of the liability is estimated at the date of acquisition and adjusted each reporting period until the liability is settled. Significant changes in forecasted earnings and/or operating metrics will result in a significantly higher or lower fair value measurement. The changes in the estimated fair value of the contingent consideration arrangements during each reporting period, including the accretion of the discount if the arrangement is longer than
|
•
|
Credit Facility
- On December 7, 2018, the Company’s $500 million revolving credit facility was amended to, among other things, modify the leverage ratio levels in the pricing grid used to calculate the applicable rate and extend its maturity to December 7, 2023. The Credit Facility currently bears interest at LIBOR plus 1.50%, based on a pricing grid included in the credit agreement. At
December 31, 2018
,
$260 million
is outstanding.
|
•
|
Term Loan
- The Company’s seven-year term loan due November 16, 2022. The Term Loan bears interest at LIBOR plus 2.50% and has a LIBOR floor of 0.00%. At
December 31, 2018
,
$425 million
is outstanding.
|
•
|
6.75% Senior Notes
- The Company’s previously outstanding 6.75% Senior Notes issued on November 16, 2015 which were redeemed in full on December 17, 2017 using the proceeds from the 5.00% Senior Notes and cash on hand.
|
•
|
6.375% Senior Notes
- The Company’s 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1, which were issued on June 1, 2016. The proceeds were used to prepay a portion of the indebtedness outstanding under the Term Loan. At
December 31, 2018
,
$400 million
is outstanding.
|
•
|
5.00% Senior Notes
- The Company’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017. The proceeds, along with cash on hand, were used to redeem the 6.75% Senior Notes and pay the related call premium. At
December 31, 2018
,
$450 million
is outstanding.
|
•
|
5.625% Senior Notes
- The Company’s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, commencing on August 15, 2019, which were issued on February 15, 2019. The proceeds were used to repay outstanding borrowings under our Credit Facility, to pay expenses associated with the offering, and for general corporate purposes.
|
•
|
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)
- is a Non-GAAP financial measure. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and a reconciliation of net earnings attributable to Match Group, Inc. shareholders to operating income and Adjusted EBITDA for the years ended
December 31, 2018
,
2017
, and
2016
.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||||||||||
|
(Amounts in thousands, except ARPU)
|
||||||||||||||||||||||
Direct Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
902,478
|
|
|
$
|
161,144
|
|
|
22%
|
|
$
|
741,334
|
|
|
$
|
67,390
|
|
|
10%
|
|
$
|
673,944
|
|
International
|
774,693
|
|
|
234,778
|
|
|
43%
|
|
539,915
|
|
|
146,495
|
|
|
37%
|
|
393,420
|
|
|||||
Total Direct Revenue
|
1,677,171
|
|
|
395,922
|
|
|
31%
|
|
1,281,249
|
|
|
213,885
|
|
|
20%
|
|
1,067,364
|
|
|||||
Indirect Revenue
|
52,679
|
|
|
3,267
|
|
|
7%
|
|
49,412
|
|
|
(1,334
|
)
|
|
(3)%
|
|
50,746
|
|
|||||
Total Revenue
|
$
|
1,729,850
|
|
|
$
|
399,189
|
|
|
30%
|
|
$
|
1,330,661
|
|
|
$
|
212,551
|
|
|
19%
|
|
$
|
1,118,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tinder
|
$
|
805,316
|
|
|
$
|
402,100
|
|
|
100%
|
|
$
|
403,216
|
|
|
$
|
234,694
|
|
|
139%
|
|
$
|
168,522
|
|
Other brands
|
871,855
|
|
|
(6,178
|
)
|
|
(1)%
|
|
878,033
|
|
|
(20,809
|
)
|
|
(2)%
|
|
898,842
|
|
|||||
Total Direct Revenue
|
$
|
1,677,171
|
|
|
$
|
395,922
|
|
|
31%
|
|
$
|
1,281,249
|
|
|
$
|
213,885
|
|
|
20%
|
|
$
|
1,067,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage of Total Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
52%
|
|
|
|
|
|
56%
|
|
|
|
|
|
60%
|
||||||||||
International
|
45%
|
|
|
|
|
|
40%
|
|
|
|
|
|
35%
|
||||||||||
Total Direct Revenue
|
97%
|
|
|
|
|
|
96%
|
|
|
|
|
|
95%
|
||||||||||
Indirect Revenue
|
3%
|
|
|
|
|
|
4%
|
|
|
|
|
|
5%
|
||||||||||
Total Revenue
|
100%
|
|
|
|
|
|
100%
|
|
|
|
|
|
100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Subscribers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
North America
|
4,161
|
|
|
592
|
|
|
17%
|
|
3,569
|
|
|
301
|
|
|
9%
|
|
3,268
|
|
|||||
International
|
3,712
|
|
|
873
|
|
|
31%
|
|
2,839
|
|
|
699
|
|
|
33%
|
|
2,140
|
|
|||||
Total
|
7,873
|
|
|
1,465
|
|
|
23%
|
|
6,408
|
|
|
1,000
|
|
|
18%
|
|
5,408
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Change calculated using non-rounded numbers)
|
|||||||||||||||||||||||
ARPU:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
0.59
|
|
|
|
|
4%
|
|
$
|
0.56
|
|
|
|
|
—%
|
|
$
|
0.56
|
|
||||
International
|
$
|
0.56
|
|
|
|
|
10%
|
|
$
|
0.51
|
|
|
|
|
3%
|
|
$
|
0.50
|
|
||||
Total
|
$
|
0.57
|
|
|
$
|
0.03
|
|
|
6%
|
|
$
|
0.54
|
|
|
$
|
—
|
|
|
1%
|
|
$
|
0.54
|
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue
|
$410,000
|
|
$130,501
|
|
47%
|
|
$279,499
|
|
$83,851
|
|
43%
|
|
$195,648
|
Percentage of revenue
|
24%
|
|
|
|
|
|
21%
|
|
|
|
|
|
17%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$419,954
|
|
$44,344
|
|
12%
|
|
$375,610
|
|
$26,491
|
|
8%
|
|
$349,119
|
Percentage of revenue
|
24%
|
|
|
|
|
|
28%
|
|
|
|
|
|
31%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$180,286
|
|
$482
|
|
—%
|
|
$179,804
|
|
$44,785
|
|
33%
|
|
$135,019
|
Percentage of revenue
|
10%
|
|
|
|
|
|
14%
|
|
|
|
|
|
12%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$132,030
|
|
$30,880
|
|
31%
|
|
$101,150
|
|
$23,033
|
|
29%
|
|
$78,117
|
Percentage of revenue
|
8%
|
|
|
|
|
|
8%
|
|
|
|
|
|
7%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$32,968
|
|
$355
|
|
1%
|
|
$32,613
|
|
$4,887
|
|
18%
|
|
$27,726
|
Percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Operating income
|
$553,294
|
|
$192,777
|
|
53%
|
|
$360,517
|
|
$44,968
|
|
14%
|
|
$315,549
|
Percentage of revenue
|
32%
|
|
|
|
|
|
27%
|
|
|
|
|
|
28%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$653,931
|
|
$184,990
|
|
39%
|
|
$468,941
|
|
$65,561
|
|
16%
|
|
$403,380
|
Percentage of revenue
|
38%
|
|
|
|
|
|
35%
|
|
|
|
|
|
36%
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Interest expense
|
$73,417
|
|
$(4,148)
|
|
(5)%
|
|
$77,565
|
|
$(4,634)
|
|
(6)%
|
|
$82,199
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Other income (expense), net
|
$7,765
|
|
$38,592
|
|
NM
|
|
$(30,827)
|
|
$(38,693)
|
|
NM
|
|
$7,866
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Income tax (provision) benefit
|
$(14,673)
|
|
$(118,525)
|
|
NM
|
|
$103,852
|
|
$166,727
|
|
NM
|
|
$(62,875)
|
Effective income tax rate
|
3%
|
|
|
|
|
|
NM
|
|
|
|
|
|
26%
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
477,939
|
|
|
$
|
350,148
|
|
|
$
|
171,451
|
|
Add back:
|
|
|
|
|
|
||||||
Net (loss) earnings attributable to noncontrolling interests
|
(5,348
|
)
|
|
179
|
|
|
562
|
|
|||
Loss from discontinued operations, net of tax
|
378
|
|
|
5,650
|
|
|
6,328
|
|
|||
Income tax provision (benefit)
|
14,673
|
|
|
(103,852
|
)
|
|
62,875
|
|
|||
Other (income) expense, net
|
(7,765
|
)
|
|
30,827
|
|
|
(7,866
|
)
|
|||
Interest expense
|
73,417
|
|
|
77,565
|
|
|
82,199
|
|
|||
Operating Income
|
553,294
|
|
|
360,517
|
|
|
315,549
|
|
|||
Stock-based compensation expense
|
66,031
|
|
|
69,090
|
|
|
52,370
|
|
|||
Depreciation
|
32,968
|
|
|
32,613
|
|
|
27,726
|
|
|||
Amortization of intangibles
|
1,318
|
|
|
1,468
|
|
|
16,932
|
|
|||
Acquisition-related contingent consideration fair value adjustments
|
320
|
|
|
5,253
|
|
|
(9,197
|
)
|
|||
Adjusted EBITDA
|
$
|
653,931
|
|
|
$
|
468,941
|
|
|
$
|
403,380
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
||||
United States
|
$
|
83,851
|
|
|
$
|
203,452
|
|
All other countries
(a)
|
103,096
|
|
|
69,172
|
|
||
Total cash and cash equivalents
|
$
|
186,947
|
|
|
$
|
272,624
|
|
|
|
|
|
||||
Long-term debt, net:
|
|
|
|
||||
Credit Facility due December 7, 2023
|
$
|
260,000
|
|
|
$
|
—
|
|
Term Loan due November 16, 2022
|
425,000
|
|
|
425,000
|
|
||
6.375% Senior Notes
|
400,000
|
|
|
400,000
|
|
||
5.00% Senior Notes
|
450,000
|
|
|
450,000
|
|
||
Total long-term debt
|
1,535,000
|
|
|
1,275,000
|
|
||
Less: unamortized original issue discount and original issue premium, net
|
7,352
|
|
|
8,668
|
|
||
Less: unamortized debt issuance costs
|
11,737
|
|
|
13,636
|
|
||
Total long-term debt, net
|
$
|
1,515,911
|
|
|
$
|
1,252,696
|
|
(a)
|
At
December 31, 2018
, all of the Company’s international cash can be repatriated without significant tax consequences. During the year ended
December 31, 2018
, foreign cash of $25.2 million was repatriated to the U.S.
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities attributable to continuing operations
|
$
|
603,455
|
|
|
$
|
321,108
|
|
|
$
|
259,549
|
|
Net cash (used in) provided by investing activities attributable to continuing operations
|
(37,761
|
)
|
|
118,188
|
|
|
(27,199
|
)
|
|||
Net cash used in financing activities attributable to continuing operations
|
(649,555
|
)
|
|
(423,714
|
)
|
|
(61,194
|
)
|
|
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)(c)
|
$
|
78,271
|
|
|
$
|
164,546
|
|
|
$
|
827,699
|
|
|
$
|
952,750
|
|
|
$
|
2,023,266
|
|
Operating leases
(d)
|
11,559
|
|
|
25,570
|
|
|
12,833
|
|
|
17,471
|
|
|
67,433
|
|
|||||
Purchase obligation
(e)
|
27,153
|
|
|
23,897
|
|
|
—
|
|
|
—
|
|
|
51,050
|
|
|||||
Total contractual obligations
|
$
|
116,983
|
|
|
$
|
214,013
|
|
|
$
|
840,532
|
|
|
$
|
970,221
|
|
|
$
|
2,141,749
|
|
(a)
|
The Company has excluded $35.6 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 financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”
|
(b)
|
Represents contractual amounts due including interest on both fixed and variable rate instruments. Long-term debt at
December 31, 2018
consists of the 6.375% and 5.00% Senior Notes of $400 million and $450 million, respectively, which bear interest at fixed rates, and the Credit Facility and Term Loan balances of $260 million and
$425 million
, respectively, which both bear interest at a variable rate. The Credit Facility and the Term Loan bear interest at LIBOR plus 1.50%, or
3.97%
, and LIBOR plus
2.50%
, or
5.09%
, respectively, at
December 31, 2018
. The amount of interest ultimately paid on the Credit Facility and Term Loan may differ based on changes in interest rates and outstanding balances. For additional information on long-term debt, see “
Note 7—Long-term Debt, net
” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”
|
(c)
|
Subsequent to December 31, 2018, the Credit Facility was repaid in full with the issuance of the 5.625% Senior Notes. The interest and principal related to the 5.625% Senior Notes are not reflected in the table above.
|
(d)
|
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 above. For additional information on operating leases, see “
Note 13—Commitments and Contingencies
” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”
|
(e)
|
The purchase obligations consist primarily of a web hosting commitment.
|
/s/ ERNST & YOUNG LLP
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
186,947
|
|
|
$
|
272,624
|
|
Accounts receivable, net of allowance of $724 and $778, respectively
|
99,052
|
|
|
116,751
|
|
||
Other current assets
|
57,766
|
|
|
55,369
|
|
||
Total current assets
|
343,765
|
|
|
444,744
|
|
||
Property and equipment, net
|
58,351
|
|
|
61,620
|
|
||
Goodwill
|
1,244,758
|
|
|
1,247,644
|
|
||
Intangible assets, net
|
237,640
|
|
|
230,345
|
|
||
Deferred income taxes
|
134,347
|
|
|
123,199
|
|
||
Long-term investments
|
9,076
|
|
|
11,137
|
|
||
Other non-current assets
|
25,124
|
|
|
11,457
|
|
||
TOTAL ASSETS
|
$
|
2,053,061
|
|
|
$
|
2,130,146
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
9,528
|
|
|
$
|
10,112
|
|
Deferred revenue
|
209,935
|
|
|
198,095
|
|
||
Accrued expenses and other current liabilities
|
135,971
|
|
|
110,566
|
|
||
Total current liabilities
|
355,434
|
|
|
318,773
|
|
||
Long-term debt, net
|
1,515,911
|
|
|
1,252,696
|
|
||
Income taxes payable
|
13,918
|
|
|
8,410
|
|
||
Deferred income taxes
|
20,174
|
|
|
28,478
|
|
||
Other long-term liabilities
|
21,760
|
|
|
14,484
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
—
|
|
|
6,056
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Common stock; $0.001 par value; authorized 1,500,000,000 shares; 71,513,087 and 64,370,470 shares issued; and 68,460,563 and 64,370,470 shares outstanding at December 31, 2018 and December 31, 2017, respectively
|
72
|
|
|
64
|
|
||
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
|
(57,575
|
)
|
|
81,082
|
|
||
Retained earnings
|
453,778
|
|
|
532,211
|
|
||
Accumulated other comprehensive loss
|
(137,166
|
)
|
|
(112,318
|
)
|
||
Treasury stock; 3,052,524 and 0 shares, respectively
|
(133,455
|
)
|
|
—
|
|
||
Total Match Group, Inc. shareholders’ equity
|
125,864
|
|
|
501,249
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
2,053,061
|
|
|
$
|
2,130,146
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
410,000
|
|
|
279,499
|
|
|
195,648
|
|
|||
Selling and marketing expense
|
419,954
|
|
|
375,610
|
|
|
349,119
|
|
|||
General and administrative expense
|
180,286
|
|
|
179,804
|
|
|
135,019
|
|
|||
Product development expense
|
132,030
|
|
|
101,150
|
|
|
78,117
|
|
|||
Depreciation
|
32,968
|
|
|
32,613
|
|
|
27,726
|
|
|||
Amortization of intangibles
|
1,318
|
|
|
1,468
|
|
|
16,932
|
|
|||
Total operating costs and expenses
|
1,176,556
|
|
|
970,144
|
|
|
802,561
|
|
|||
Operating income
|
553,294
|
|
|
360,517
|
|
|
315,549
|
|
|||
Interest expense
|
(73,417
|
)
|
|
(77,565
|
)
|
|
(82,199
|
)
|
|||
Other income (expense), net
|
7,765
|
|
|
(30,827
|
)
|
|
7,866
|
|
|||
Earnings from continuing operations, before tax
|
487,642
|
|
|
252,125
|
|
|
241,216
|
|
|||
Income tax (provision) benefit
|
(14,673
|
)
|
|
103,852
|
|
|
(62,875
|
)
|
|||
Net earnings from continuing operations
|
472,969
|
|
|
355,977
|
|
|
178,341
|
|
|||
Loss from discontinued operations, net of tax
|
(378
|
)
|
|
(5,650
|
)
|
|
(6,328
|
)
|
|||
Net earnings
|
472,591
|
|
|
350,327
|
|
|
172,013
|
|
|||
Net loss (earnings) attributable to noncontrolling interests
|
5,348
|
|
|
(179
|
)
|
|
(562
|
)
|
|||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
477,939
|
|
|
$
|
350,148
|
|
|
$
|
171,451
|
|
|
|
|
|
|
|
||||||
Net earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.73
|
|
|
$
|
1.35
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
1.61
|
|
|
$
|
1.20
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
||||||
Net earnings per share attributable to Match Group, Inc. shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.73
|
|
|
$
|
1.33
|
|
|
$
|
0.68
|
|
Diluted
|
$
|
1.61
|
|
|
$
|
1.18
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
||||||
Dividend declared per share
|
$
|
2.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
2,287
|
|
|
$
|
1,701
|
|
|
$
|
1,447
|
|
Selling and marketing expense
|
3,599
|
|
|
4,545
|
|
|
3,426
|
|
|||
General and administrative expense
|
32,346
|
|
|
42,840
|
|
|
33,784
|
|
|||
Product development expense
|
27,799
|
|
|
20,004
|
|
|
13,713
|
|
|||
Total stock-based compensation expense
|
$
|
66,031
|
|
|
$
|
69,090
|
|
|
$
|
52,370
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
472,591
|
|
|
$
|
350,327
|
|
|
$
|
172,013
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
(24,967
|
)
|
|
64,588
|
|
|
(36,239
|
)
|
|||
Change in fair value of available-for-sale securities
|
—
|
|
|
—
|
|
|
(2,964
|
)
|
|||
Total other comprehensive (loss) income
|
(24,967
|
)
|
|
64,588
|
|
|
(39,203
|
)
|
|||
Comprehensive income
|
447,624
|
|
|
414,915
|
|
|
132,810
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
5,467
|
|
|
(701
|
)
|
|
(923
|
)
|
|||
Comprehensive income attributable to Match Group, Inc. shareholders
|
$
|
453,091
|
|
|
$
|
414,214
|
|
|
$
|
131,887
|
|
|
|
|
|
Match Group, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Common Stock
$0.001
Par Value
|
|
Class B Convertible Common Stock $0.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury Stock
|
|
Total
Match Group, Inc. Shareholders’ Equity |
|
Noncontrolling
Interests
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
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 for the year ended December 31, 2016
|
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 and other
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
||||||||||
Net earnings for the year ended December 31, 2017
|
179
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,148
|
|
|
—
|
|
|
—
|
|
|
350,148
|
|
|
—
|
|
|
350,148
|
|
||||||||||
Other comprehensive income, net of tax
|
522
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,066
|
|
|
—
|
|
|
64,066
|
|
|
—
|
|
|
64,066
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,604
|
|
|
—
|
|
|
54,604
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
6
|
|
|
6,688
|
|
|
—
|
|
|
—
|
|
|
(248,787
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248,781
|
)
|
|
—
|
|
|
(248,781
|
)
|
||||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement
|
—
|
|
|
|
12
|
|
|
11,885
|
|
|
—
|
|
|
—
|
|
|
(215,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215,417
|
)
|
|
—
|
|
|
(215,417
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(436
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(107
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||||||||
Other
|
(164
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance as of December 31, 2017
|
6,056
|
|
|
|
64
|
|
|
64,370
|
|
|
210
|
|
|
209,919
|
|
|
81,082
|
|
|
532,211
|
|
|
(112,318
|
)
|
|
—
|
|
|
501,249
|
|
|
—
|
|
|
501,249
|
|
||||||||||
Net earnings (loss) for the year ended December 31, 2018
|
108
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477,939
|
|
|
—
|
|
|
—
|
|
|
477,939
|
|
|
(5,456
|
)
|
|
472,483
|
|
||||||||||
Other comprehensive loss, net of tax
|
(119
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,848
|
)
|
|
—
|
|
|
(24,848
|
)
|
|
—
|
|
|
(24,848
|
)
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,031
|
|
|
—
|
|
|
66,031
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
5
|
|
|
4,173
|
|
|
—
|
|
|
—
|
|
|
(207,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207,945
|
)
|
|
—
|
|
|
(207,945
|
)
|
||||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement
|
—
|
|
|
|
3
|
|
|
2,970
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Dividends ($2.00 per share of Common Stock and Class B Convertible Common Stock)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556,372
|
)
|
|
—
|
|
|
—
|
|
|
(556,372
|
)
|
|
—
|
|
|
(556,372
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133,455
|
)
|
|
(133,455
|
)
|
|
—
|
|
|
(133,455
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(3,503
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(2,542
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,542
|
|
|
—
|
|
|
2,542
|
|
||||||||||
Noncontrolling interests created in an acquisition
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,307
|
|
|
14,307
|
|
||||||||||
Adjustment to noncontrolling interests related to business acquisition
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|
(723
|
)
|
|
—
|
|
||||||||||
Purchase of noncontrolling interest
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,128
|
)
|
|
(8,128
|
)
|
||||||||||
Balance as of December 31, 2018
|
$
|
—
|
|
|
|
$
|
72
|
|
|
71,513
|
|
|
$
|
210
|
|
|
209,919
|
|
|
$
|
(57,575
|
)
|
|
$
|
453,778
|
|
|
$
|
(137,166
|
)
|
|
$
|
(133,455
|
)
|
|
$
|
125,864
|
|
|
$
|
—
|
|
|
$
|
125,864
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
472,969
|
|
|
$
|
355,977
|
|
|
$
|
178,341
|
|
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
66,031
|
|
|
69,090
|
|
|
52,370
|
|
|||
Depreciation
|
32,968
|
|
|
32,613
|
|
|
27,726
|
|
|||
Amortization of intangibles
|
1,318
|
|
|
1,468
|
|
|
16,932
|
|
|||
Deferred income taxes
|
(19,639
|
)
|
|
(118,251
|
)
|
|
(10,298
|
)
|
|||
Acquisition-related contingent consideration fair value adjustments
|
320
|
|
|
5,253
|
|
|
(9,197
|
)
|
|||
Other adjustments, net
|
230
|
|
|
22,142
|
|
|
(4,797
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
17,272
|
|
|
(51,587
|
)
|
|
(10,731
|
)
|
|||
Other assets
|
(14,606
|
)
|
|
(10,547
|
)
|
|
(5,327
|
)
|
|||
Accounts payable and other liabilities
|
20,769
|
|
|
(16,801
|
)
|
|
(24,346
|
)
|
|||
Income taxes payable and receivable
|
12,765
|
|
|
(1,002
|
)
|
|
29,641
|
|
|||
Deferred revenue
|
13,058
|
|
|
32,753
|
|
|
19,235
|
|
|||
Net cash provided by operating activities attributable to continuing operations
|
603,455
|
|
|
321,108
|
|
|
259,549
|
|
|||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Net cash acquired (used) in business combinations
|
1,136
|
|
|
(280
|
)
|
|
(686
|
)
|
|||
Capital expenditures
|
(30,954
|
)
|
|
(28,833
|
)
|
|
(46,098
|
)
|
|||
Proceeds from the sale of a business, net
|
—
|
|
|
96,144
|
|
|
—
|
|
|||
Proceeds from the sale of a long-term investment
|
—
|
|
|
60,163
|
|
|
—
|
|
|||
Proceeds from sale of a marketable security
|
—
|
|
|
—
|
|
|
11,716
|
|
|||
Purchases of investments
|
(3,800
|
)
|
|
(9,076
|
)
|
|
(500
|
)
|
|||
Other, net
|
(4,143
|
)
|
|
70
|
|
|
8,369
|
|
|||
Net cash (used in) provided by investing activities attributable to continuing operations
|
(37,761
|
)
|
|
118,188
|
|
|
(27,199
|
)
|
|||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Borrowings under the Credit Facility
|
260,000
|
|
|
—
|
|
|
—
|
|
|||
Term Loan borrowings
|
—
|
|
|
75,000
|
|
|
—
|
|
|||
Proceeds from bond offering
|
—
|
|
|
450,000
|
|
|
400,000
|
|
|||
Principal payment on Senior Notes
|
—
|
|
|
(445,172
|
)
|
|
—
|
|
|||
Principal payments on Term Loan
|
—
|
|
|
—
|
|
|
(450,000
|
)
|
|||
Debt issuance costs
|
(1,281
|
)
|
|
(12,285
|
)
|
|
(7,811
|
)
|
|||
Purchase of treasury stock
|
(133,455
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends
|
(556,372
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock pursuant to stock-based awards
|
12
|
|
|
59,442
|
|
|
39,378
|
|
|||
Withholding taxes paid on behalf of employees on net settled stock-based awards
|
(207,720
|
)
|
|
(254,210
|
)
|
|
(29,830
|
)
|
|||
Purchase of noncontrolling interests
|
(9,980
|
)
|
|
(436
|
)
|
|
(1,129
|
)
|
|||
Purchase of stock-based awards
|
—
|
|
|
(272,459
|
)
|
|
—
|
|
|||
Acquisition-related contingent consideration payments
|
(185
|
)
|
|
(23,429
|
)
|
|
—
|
|
|||
Other, net
|
(574
|
)
|
|
(165
|
)
|
|
(11,802
|
)
|
|||
Net cash used in financing activities attributable to continuing operations
|
(649,555
|
)
|
|
(423,714
|
)
|
|
(61,194
|
)
|
|||
Total cash (used in) provided by continuing operations
|
(83,861
|
)
|
|
15,582
|
|
|
171,156
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net cash (used in) provided by operating activities attributable to discontinued operations
|
—
|
|
|
(6,061
|
)
|
|
4,231
|
|
|||
Net cash used in investing activities attributable to discontinued operations
|
—
|
|
|
(471
|
)
|
|
(4,152
|
)
|
|||
Total cash (used in) provided by discontinued operations
|
—
|
|
|
(6,532
|
)
|
|
79
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(1,760
|
)
|
|
9,940
|
|
|
(5,763
|
)
|
|||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(85,621
|
)
|
|
18,990
|
|
|
165,472
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
272,761
|
|
|
253,771
|
|
|
88,299
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
187,140
|
|
|
$
|
272,761
|
|
|
$
|
253,771
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
||||||||
Direct Revenue:
|
|
|
|
|
|
||||||
North America
|
$
|
902,478
|
|
|
$
|
741,334
|
|
|
$
|
673,944
|
|
International
|
774,693
|
|
|
539,915
|
|
|
393,420
|
|
|||
Total Direct Revenue
|
1,677,171
|
|
|
1,281,249
|
|
|
1,067,364
|
|
|||
Indirect Revenue (principally advertising revenue)
|
52,679
|
|
|
49,412
|
|
|
50,746
|
|
|||
Total Revenue
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
|
|
|
|
|
||||||
Direct Revenue
|
|
|
|
|
|
||||||
Tinder
|
$
|
805,316
|
|
|
$
|
403,216
|
|
|
$
|
168,522
|
|
Other brands
|
871,855
|
|
|
878,033
|
|
|
898,842
|
|
|||
Total Direct Revenue
|
$
|
1,677,171
|
|
|
$
|
1,281,249
|
|
|
$
|
1,067,364
|
|
Asset Category
|
Estimated
Useful Lives
|
Computer equipment and capitalized software
|
2 to 3 years
|
Furniture and other equipment
|
5 years
|
Leasehold improvements
|
6 to 10 years
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market 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. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
|
•
|
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
|
•
|
the Company has selected a software solution to implement ASU No. 2016-02;
|
•
|
the Company has input lease summaries into the software solution;
|
•
|
the Company is assessing the other inputs required in connection with the adoption of ASU No. 2016-02; and
|
•
|
the Company is developing its accounting policy, procedures and internal controls related to the new standard.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
392,798
|
|
|
$
|
143,286
|
|
|
$
|
109,457
|
|
Foreign
|
94,844
|
|
|
108,839
|
|
|
131,759
|
|
|||
Total
|
$
|
487,642
|
|
|
$
|
252,125
|
|
|
$
|
241,216
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(688
|
)
|
|
$
|
(11,533
|
)
|
|
$
|
44,782
|
|
State
|
341
|
|
|
(512
|
)
|
|
4,427
|
|
|||
Foreign
|
34,659
|
|
|
26,444
|
|
|
23,964
|
|
|||
Current income tax provision
|
34,312
|
|
|
14,399
|
|
|
73,173
|
|
|||
Deferred income tax benefit:
|
|
|
|
|
|
||||||
Federal
|
(11,158
|
)
|
|
(102,337
|
)
|
|
(2,119
|
)
|
|||
State
|
(1,846
|
)
|
|
(15,731
|
)
|
|
(280
|
)
|
|||
Foreign
|
(6,635
|
)
|
|
(183
|
)
|
|
(7,899
|
)
|
|||
Deferred income tax benefit
|
(19,639
|
)
|
|
(118,251
|
)
|
|
(10,298
|
)
|
|||
Income tax provision (benefit)
|
$
|
14,673
|
|
|
$
|
(103,852
|
)
|
|
$
|
62,875
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
127,630
|
|
|
$
|
143,474
|
|
Tax credit carryforwards
|
43,501
|
|
|
6,629
|
|
||
Stock-based compensation
|
12,684
|
|
|
13,236
|
|
||
Other
|
26,770
|
|
|
12,423
|
|
||
Total deferred tax assets
|
210,585
|
|
|
175,762
|
|
||
Less valuation allowance
|
(47,448
|
)
|
|
(24,795
|
)
|
||
Net deferred tax assets
|
163,137
|
|
|
150,967
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(45,363
|
)
|
|
(52,838
|
)
|
||
Fixed assets
|
(2,686
|
)
|
|
(3,164
|
)
|
||
Other
|
(915
|
)
|
|
(244
|
)
|
||
Total deferred tax liabilities
|
(48,964
|
)
|
|
(56,246
|
)
|
||
Net deferred tax assets
|
$
|
114,173
|
|
|
$
|
94,721
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Income tax provision at the federal statutory rate of 21% (35% for 2017 and 2016)
|
$
|
102,405
|
|
|
$
|
88,244
|
|
|
$
|
84,425
|
|
State income taxes, net of effect of federal tax benefit
|
7,742
|
|
|
2,471
|
|
|
2,804
|
|
|||
Foreign income taxed at a different statutory rate
|
13,129
|
|
|
(15,014
|
)
|
|
(13,761
|
)
|
|||
Foreign rate change
|
278
|
|
|
(1,523
|
)
|
|
(4,454
|
)
|
|||
Transition tax
|
(3,178
|
)
|
|
23,748
|
|
|
—
|
|
|||
Deferred tax adjustment for enacted changes in tax laws and rates
|
(142
|
)
|
|
68,594
|
|
|
—
|
|
|||
Equity compensation
|
(92,140
|
)
|
|
(278,343
|
)
|
|
3,247
|
|
|||
Non-taxable foreign currency exchange gains and losses
|
(2,086
|
)
|
|
6,231
|
|
|
(6,837
|
)
|
|||
Other, net
|
(11,335
|
)
|
|
1,740
|
|
|
(2,549
|
)
|
|||
Income tax provision (benefit)
|
$
|
14,673
|
|
|
$
|
(103,852
|
)
|
|
$
|
62,875
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
25,063
|
|
|
$
|
25,913
|
|
|
$
|
24,908
|
|
Additions based on tax positions related to the current year
|
8,589
|
|
|
697
|
|
|
1,706
|
|
|||
Additions for tax positions of prior years
|
3,901
|
|
|
1,104
|
|
|
1,414
|
|
|||
Reductions for tax positions of prior years
|
(134
|
)
|
|
(1,233
|
)
|
|
(783
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(258
|
)
|
|||
Expiration of applicable statute of limitations
|
(1,740
|
)
|
|
(1,418
|
)
|
|
(1,074
|
)
|
|||
Balance at December 31
|
$
|
35,679
|
|
|
$
|
25,063
|
|
|
$
|
25,913
|
|
|
For the years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
23,980
|
|
|
$
|
104,416
|
|
Operating costs and expenses
|
—
|
|
|
(29,601
|
)
|
|
(114,057
|
)
|
|||
Operating loss
|
—
|
|
|
(5,621
|
)
|
|
(9,641
|
)
|
|||
Other (expense) income
|
(378
|
)
|
|
(2,136
|
)
|
|
11
|
|
|||
Income tax benefit
|
—
|
|
|
2,107
|
|
|
3,302
|
|
|||
Loss from discontinued operations
|
$
|
(378
|
)
|
|
$
|
(5,650
|
)
|
|
$
|
(6,328
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
1,244,758
|
|
|
$
|
1,247,644
|
|
Intangible assets with indefinite lives
|
230,684
|
|
|
228,296
|
|
||
Intangible assets with definite lives, net
|
6,956
|
|
|
2,049
|
|
||
Total goodwill and intangible assets, net
|
$
|
1,482,398
|
|
|
$
|
1,477,989
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
1,247,644
|
|
|
$
|
1,206,447
|
|
Additions
|
11,187
|
|
|
120
|
|
||
Deductions
|
—
|
|
|
(29
|
)
|
||
Foreign Exchange Translation
|
(14,073
|
)
|
|
41,106
|
|
||
Balance at December 31
|
$
|
1,244,758
|
|
|
$
|
1,247,644
|
|
|
December 31, 2018
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Patent and technology
|
$
|
10,715
|
|
|
$
|
(4,859
|
)
|
|
$
|
5,856
|
|
|
8.5
|
Trade names
|
4,814
|
|
|
(4,814
|
)
|
|
—
|
|
|
—
|
|||
Customer lists
|
270
|
|
|
(270
|
)
|
|
—
|
|
|
—
|
|||
Other
|
3,000
|
|
|
(1,900
|
)
|
|
1,100
|
|
|
5.0
|
|||
Total
|
$
|
18,799
|
|
|
$
|
(11,843
|
)
|
|
$
|
6,956
|
|
|
7.9
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Weighted-Average
Useful Life
(Years)
|
||||||
|
(In thousands)
|
|
|
||||||||||
Trade names
|
$
|
5,830
|
|
|
$
|
(5,765
|
)
|
|
$
|
65
|
|
|
3.0
|
Technology
|
4,592
|
|
|
(4,588
|
)
|
|
4
|
|
|
2.0
|
|||
Other
|
3,280
|
|
|
(1,300
|
)
|
|
1,980
|
|
|
4.4
|
|||
Total
|
$
|
13,702
|
|
|
$
|
(11,653
|
)
|
|
$
|
2,049
|
|
|
4.4
|
|
December 31, 2018
|
||||||||||||||
|
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
|
$
|
72,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,546
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,974
|
)
|
|
$
|
(1,974
|
)
|
|
December 31, 2017
|
||||||||||||||
|
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
|
$
|
71,197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,197
|
|
Time deposits
|
—
|
|
|
35,023
|
|
|
—
|
|
|
35,023
|
|
||||
Total
|
$
|
71,197
|
|
|
$
|
35,023
|
|
|
$
|
—
|
|
|
$
|
106,220
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,647
|
)
|
|
$
|
(2,647
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
Contingent Consideration
Arrangements
|
||||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(2,647
|
)
|
|
$
|
(19,418
|
)
|
Total net (losses):
|
|
|
|
||||
Fair value adjustments
|
(320
|
)
|
|
(5,253
|
)
|
||
Included in other comprehensive income (loss)
|
45
|
|
|
(1,405
|
)
|
||
Settlements
|
948
|
|
|
23,429
|
|
||
Balance at December 31
|
$
|
(1,974
|
)
|
|
$
|
(2,647
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Long-term debt, net
(a)
|
$
|
(1,515,911
|
)
|
|
$
|
(1,513,683
|
)
|
|
$
|
(1,252,696
|
)
|
|
$
|
(1,320,289
|
)
|
(a)
|
At
December 31, 2018
and
December 31, 2017
, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of
$19.1 million
and
$22.3 million
, respectively.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Credit Facility due December 7, 2023
|
$
|
260,000
|
|
|
$
|
—
|
|
Term Loan due November 16, 2022
|
425,000
|
|
|
425,000
|
|
||
6.375% Senior Notes due June 1, 2024 (the “6.375% Senior Notes”); interest payable each June 1 and December 1
|
400,000
|
|
|
400,000
|
|
||
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15
|
450,000
|
|
|
450,000
|
|
||
Total long-term debt
|
1,535,000
|
|
|
1,275,000
|
|
||
Less: Unamortized original issue discount and original issue premium, net
|
7,352
|
|
|
8,668
|
|
||
Less: Unamortized debt issuance costs
|
11,737
|
|
|
13,636
|
|
||
Total long-term debt, net
|
$
|
1,515,911
|
|
|
$
|
1,252,696
|
|
Beginning December 15,
|
Percentage
|
2022
|
102.500%
|
2023
|
101.667%
|
2024
|
100.833%
|
2025 and thereafter
|
100.000%
|
Beginning June 1,
|
Percentage
|
2019
|
104.781%
|
2020
|
103.188%
|
2021
|
101.594%
|
2022 and thereafter
|
100.000%
|
Years Ending December 31,
|
(In thousands)
|
||
2022
|
$
|
425,000
|
|
2023
|
260,000
|
|
|
2024
|
400,000
|
|
|
2027
|
450,000
|
|
|
Total
|
1,535,000
|
|
|
Less: Unamortized original issue discount
|
7,352
|
|
|
Less: Unamortized debt issuance costs
|
11,737
|
|
|
Total long-term debt, net
|
$
|
1,515,911
|
|
|
Year Ended December 31, 2018
|
||||||
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive Loss
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(112,318
|
)
|
|
$
|
(112,318
|
)
|
Other comprehensive loss
|
(24,848
|
)
|
|
(24,848
|
)
|
||
Balance at December 31
|
$
|
(137,166
|
)
|
|
$
|
(137,166
|
)
|
|
Year Ended December 31, 2017
|
||||||
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(176,384
|
)
|
|
$
|
(176,384
|
)
|
Other comprehensive income before reclassifications
|
63,352
|
|
|
63,352
|
|
||
Amounts reclassified into earnings
|
714
|
|
|
714
|
|
||
Net period other comprehensive income
|
64,066
|
|
|
64,066
|
|
||
Balance at December 31
|
$
|
(112,318
|
)
|
|
$
|
(112,318
|
)
|
|
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 period other comprehensive loss
|
(36,600
|
)
|
|
(2,964
|
)
|
|
(39,564
|
)
|
|||
Balance at December 31
|
$
|
(176,384
|
)
|
|
$
|
—
|
|
|
$
|
(176,384
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings from continuing operations
|
$
|
472,969
|
|
|
$
|
472,969
|
|
|
$
|
355,977
|
|
|
$
|
355,977
|
|
|
$
|
178,341
|
|
|
$
|
178,341
|
|
Net loss (earnings) attributable to noncontrolling interests
|
5,348
|
|
|
5,348
|
|
|
(179
|
)
|
|
(179
|
)
|
|
(562
|
)
|
|
(562
|
)
|
||||||
Net earnings from continuing operations attributable to Match Group, Inc. shareholders
|
478,317
|
|
|
478,317
|
|
|
355,798
|
|
|
355,798
|
|
|
177,779
|
|
|
177,779
|
|
||||||
Loss from discontinued operations, net of tax
|
(378
|
)
|
|
(378
|
)
|
|
(5,650
|
)
|
|
(5,650
|
)
|
|
(6,328
|
)
|
|
(6,328
|
)
|
||||||
Net earnings attributable to Match Group, Inc. shareholders
|
$
|
477,939
|
|
|
$
|
477,939
|
|
|
$
|
350,148
|
|
|
$
|
350,148
|
|
|
$
|
171,451
|
|
|
$
|
171,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic weighted average common shares outstanding
|
277,005
|
|
|
277,005
|
|
|
264,014
|
|
|
264,014
|
|
|
251,522
|
|
|
251,522
|
|
||||||
Dilutive securities including stock options, RSUs, and subsidiary denominated equity awards
(a)(b)
|
—
|
|
|
19,770
|
|
|
—
|
|
|
32,062
|
|
|
—
|
|
|
18,203
|
|
||||||
Dilutive weighted average common shares outstanding
|
277,005
|
|
|
296,775
|
|
|
264,014
|
|
|
296,076
|
|
|
251,522
|
|
|
269,725
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share from continuing operations
|
$
|
1.73
|
|
|
$
|
1.61
|
|
|
$
|
1.35
|
|
|
$
|
1.20
|
|
|
$
|
0.71
|
|
|
$
|
0.66
|
|
Loss per share from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
Earnings per share attributable to Match Group, Inc. shareholders
|
$
|
1.73
|
|
|
$
|
1.61
|
|
|
$
|
1.33
|
|
|
$
|
1.18
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
(a)
|
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and the vesting of restricted stock units (“RSUs”). For the years ended
December 31, 2018
,
2017
, and
2016
,
0.2
|
(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, 2018
,
2017
, and
2016
,
0.7 million
,
3.8 million
, and
2.5 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.
|
|
December 31, 2018
|
|||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (In Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Shares and intrinsic value in thousands)
|
|||||||||||
Outstanding at January 1, 2018
|
35,878
|
|
|
$
|
13.50
|
|
|
|
|
|
|
|
Granted
|
580
|
|
|
33.45
|
|
|
|
|
|
|
||
Adjustment for special dividend
|
953
|
|
|
N/A
|
|
|
|
|
|
|||
Exercised
|
(14,160
|
)
|
|
11.61
|
|
|
|
|
|
|
||
Forfeited
|
(3,750
|
)
|
|
13.97
|
|
|
|
|
|
|
||
Expired
|
(6
|
)
|
|
12.07
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
(a)
|
19,495
|
|
|
$
|
14.72
|
|
|
7.6
|
|
$
|
546,911
|
|
Options exercisable
|
5,143
|
|
|
$
|
13.60
|
|
|
6.9
|
|
$
|
150,033
|
|
(a)
|
Included in the outstanding balance at
December 31, 2018
are
0.6 million
performance-based stock options, which vest in varying amounts and years depending upon certain performance conditions. The Company does not expect any 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, 2018
|
|
Weighted-
Average
Remaining
Contractual
Life in Years
|
|
Weighted-Average
Exercise
Price
|
|
Exercisable at December 31, 2018
|
|
Weighted-
Average
Remaining
Contractual
Life in Years
|
|
Weighted-Average
Exercise
Price
|
||||||
|
(Shares in thousands)
|
||||||||||||||||
$0.01 to $5.00
|
156
|
|
|
6.4
|
|
$
|
4.32
|
|
|
92
|
|
|
6.4
|
|
$
|
4.36
|
|
$5.01 to $10.00
|
4,723
|
|
|
7.4
|
|
8.97
|
|
|
894
|
|
|
7.3
|
|
8.72
|
|
||
$10.01 to $15.00
|
7,075
|
|
|
6.7
|
|
12.61
|
|
|
3,073
|
|
|
6.2
|
|
12.95
|
|
||
$15.01 to $20.00
|
4,368
|
|
|
8.1
|
|
17.08
|
|
|
532
|
|
|
8.0
|
|
17.00
|
|
||
$20.01 to $25.00
|
1,744
|
|
|
8.7
|
|
22.53
|
|
|
402
|
|
|
8.7
|
|
22.40
|
|
||
$25.01 to $30.00
|
1,050
|
|
|
8.9
|
|
26.89
|
|
|
150
|
|
|
8.9
|
|
26.12
|
|
||
$30.01 to $35.00
|
274
|
|
|
9.1
|
|
30.75
|
|
|
—
|
|
|
—
|
|
—
|
|
||
$35.01 to $40.00
|
105
|
|
|
9.1
|
|
38.98
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
19,495
|
|
|
7.6
|
|
$
|
14.72
|
|
|
5,143
|
|
|
6.9
|
|
$
|
13.60
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
29
|
%
|
|
27
|
%
|
|
27
|
%
|
Risk-free interest rate
|
2.5
|
%
|
|
1.9
|
%
|
|
1.3
|
%
|
Expected term
|
5.3 years
|
|
|
5.0 years
|
|
|
4.8 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
RSUs
|
|||||
|
Number
of shares |
|
Weighted
Average Grant Date Fair Value |
|||
|
(Shares in thousands)
|
|||||
Unvested at January 1, 2018
|
2,214
|
|
|
$
|
18.65
|
|
Granted
|
1,389
|
|
|
42.24
|
|
|
Adjustment for special dividend
|
136
|
|
|
N/A
|
|
|
Vested
|
(493
|
)
|
|
18.21
|
|
|
Forfeited
|
(487
|
)
|
|
20.75
|
|
|
Unvested at December 31, 2018
|
2,759
|
|
|
$
|
29.38
|
|
|
Market-based awards
|
|||||
|
Number
of shares |
|
Weighted
Average Grant Date Price |
|||
|
(Shares in thousands)
|
|||||
Unvested at January 1, 2018
|
6,107
|
|
|
$
|
19.41
|
|
Granted
|
527
|
|
|
26.91
|
|
|
Adjustment for special dividend
|
225
|
|
|
N/A
|
|
|
Vested
|
(343
|
)
|
|
14.20
|
|
|
Forfeited
|
(1,907
|
)
|
|
19.26
|
|
|
Unvested at December 31, 2018
|
4,609
|
|
|
$
|
18.28
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
872,977
|
|
|
$
|
722,446
|
|
|
$
|
668,699
|
|
All other countries
|
856,873
|
|
|
608,215
|
|
|
449,411
|
|
|||
Total
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
35,004
|
|
|
$
|
37,547
|
|
France
|
11,591
|
|
|
13,635
|
|
||
Canada
|
8,927
|
|
|
6,738
|
|
||
All other countries
|
2,829
|
|
|
3,700
|
|
||
Total
|
$
|
58,351
|
|
|
$
|
61,620
|
|
|
(In thousands)
|
||
2019
|
$
|
11,559
|
|
2020
|
13,470
|
|
|
2021
|
12,100
|
|
|
2022
|
6,812
|
|
|
2023
|
6,021
|
|
|
Thereafter
|
17,471
|
|
|
Total
|
$
|
67,433
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
71,308
|
|
|
$
|
71,893
|
|
|
$
|
82,494
|
|
Income tax payments, including amounts paid to IAC for Match Group’s share of IAC’s consolidated tax liability
|
39,267
|
|
|
28,938
|
|
|
44,733
|
|
|||
Income tax refunds
|
(17,720
|
)
|
|
(13,537
|
)
|
|
(962
|
)
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
186,947
|
|
|
$
|
272,624
|
|
|
$
|
253,651
|
|
|
$
|
88,173
|
|
Restricted cash included in other current assets
|
193
|
|
|
137
|
|
|
120
|
|
|
126
|
|
||||
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flow
|
$
|
187,140
|
|
|
$
|
272,761
|
|
|
$
|
253,771
|
|
|
$
|
88,299
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Capitalized mobile app fees
|
$
|
29,216
|
|
|
$
|
22,070
|
|
Prepaid expenses
|
19,476
|
|
|
16,374
|
|
||
Other
|
9,074
|
|
|
16,925
|
|
||
Other current assets
|
$
|
57,766
|
|
|
$
|
55,369
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Property and equipment, net:
|
|
|
|
||||
Computer equipment and capitalized software
|
$
|
136,083
|
|
|
$
|
134,757
|
|
Leasehold improvements
|
24,529
|
|
|
22,390
|
|
||
Furniture and other equipment
|
7,395
|
|
|
7,216
|
|
||
Projects in progress
|
3,369
|
|
|
6,117
|
|
||
|
171,376
|
|
|
170,480
|
|
||
Accumulated depreciation and amortization
|
(113,025
|
)
|
|
(108,860
|
)
|
||
Property and equipment, net
|
$
|
58,351
|
|
|
$
|
61,620
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued advertising expense
|
$
|
40,894
|
|
|
$
|
28,878
|
|
Accrued employee compensation and benefits
|
38,378
|
|
|
30,375
|
|
||
Other
|
56,699
|
|
|
51,313
|
|
||
Accrued expenses and other current liabilities
|
$
|
135,971
|
|
|
$
|
110,566
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net
|
$
|
7,765
|
|
|
$
|
(30,827
|
)
|
|
$
|
7,866
|
|
(a)
|
Net earnings for the third quarter of 2017 was impacted by an income tax benefit of
$226.2 million
primarily due to excess tax deductions attributable to stock-based compensation.
|
(b)
|
Net loss for the fourth quarter of 2017 was impacted by an incremental income tax provision of
$92.3 million
related to the Tax Act, of which,
$23.7 million
relates to the Transition Tax and a
$68.6 million
relates to the remeasurement of U.S. net deferred tax assets due to the reduction in the corporate income tax rate.
|
(c)
|
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.
|
|
|
|
|
Incorporated by Reference
|
|
Filed (†) or
Furnished (‡)
Herewith
(as indicated)
|
||||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
SEC
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
|
2.1
|
|
|
8-K
|
|
000-20570
|
|
2.1
|
|
7/17/2015
|
|
|
|
3.1
|
|
|
8-K
|
|
001-37636
|
|
3.1
|
|
11/24/2015
|
|
|
|
3.2
|
|
|
8-K
|
|
001-37636
|
|
3.1
|
|
12/7/2017
|
|
|
|
4.1
|
|
|
8-K
|
|
001-37636
|
|
4.1
|
|
6/2/2016
|
|
|
|
4.2
|
|
|
8-K
|
|
001-37636
|
|
4.1
|
|
11/24/2015
|
|
|
|
4.3
|
|
|
8-K
|
|
001-37636
|
|
4.1
|
|
12/4/2017
|
|
|
|
10.1
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
11/24/2015
|
|
|
|
10.2
|
|
|
8-K
|
|
001-37636
|
|
10.2
|
|
11/24/2015
|
|
|
|
10.3
|
|
|
10-Q
|
|
001-37636
|
|
10.1
|
|
5/10/2016
|
|
|
|
10.4
|
|
|
8-K
|
|
001-37636
|
|
10.3
|
|
11/24/2015
|
|
|
|
10.5
|
|
|
8-K
|
|
001-37636
|
|
10.4
|
|
11/24/2015
|
|
|
|
10.6
|
|
|
8-K
|
|
001-37636
|
|
10.5
|
|
11/24/2015
|
|
|
|
10.7
|
|
|
10-Q
|
|
001-37636
|
|
10.1
|
|
8/4/2017
|
|
|
|
10.8
|
|
|
10-K
|
|
001-37636
|
|
10.7
|
|
2/28/2017
|
|
|
|
10.9
|
|
|
10-K
|
|
001-37636
|
|
10.8
|
|
2/28/2017
|
|
|
|
10.10
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
6/21/2018
|
|
|
|
10.11
|
|
|
10-Q
|
|
001-37636
|
|
10.1
|
|
11/9/2017
|
|
|
|
10.12
|
|
|
10-Q
|
|
001-37636
|
|
10.2
|
|
11/9/2017
|
|
|
|
10.13
|
|
|
10-K
|
|
001-37636
|
|
10.9
|
|
3/28/2016
|
|
|
|
10.14
|
|
|
10-K
|
|
001-37636
|
|
10.11
|
|
3/28/2016
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed (†) or
Furnished (‡)
Herewith
(as indicated)
|
||||||
Exhibit
No.
|
|
Exhibit Description
|
|
Form
|
|
SEC
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
|
10.15
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
12/8/2016
|
|
|
|
10.16
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
8/17/2017
|
|
|
|
10.17
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
12/13/2018
|
|
|
|
10.18
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
7/26/2018
|
|
|
|
10.19
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
8/14/2018
|
|
|
|
10.20
|
|
|
8-K
|
|
001-37636
|
|
10.2
|
|
8/14/2018
|
|
|
|
10.21
|
|
|
10-Q
|
|
001-37636
|
|
10.5
|
|
11/9/2018
|
|
|
|
10.22
|
|
|
8-K
|
|
001-37636
|
|
10.1
|
|
8/10/2018
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
†
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
†
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
†
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
†
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
‡
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
‡
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
‡
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
‡
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
‡
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
‡
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
‡
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
‡
|
(1)
|
Reflects management contracts and management and director compensatory plans.
|
February 28, 2019
|
|
MATCH GROUP, INC.
|
||
|
|
By:
|
|
/s/ GARY SWIDLER
|
|
|
|
|
Gary Swidler
|
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ JOSEPH LEVIN
|
|
Chairman of the Board
|
Joseph Levin
|
|
|
|
|
|
/s/ AMANDA W. GINSBERG
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
Amanda W. Ginsberg
|
|
|
|
|
|
/s/ GARY SWIDLER
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Gary Swidler
|
|
|
|
|
|
/s/ PHILIP D. EIGENMANN
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Philip D. Eigenmann
|
|
|
|
|
|
/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
|
|
Director
|
Sam Yagan
|
|
|
Description
|
Balance at
Beginning of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
778
|
|
|
$
|
83
|
|
(a)
|
$
|
(15
|
)
|
|
$
|
(122
|
)
|
(d)
|
$
|
724
|
|
Deferred tax valuation allowance
|
24,795
|
|
|
22,675
|
|
(b)
|
(22
|
)
|
(c)
|
—
|
|
|
47,448
|
|
|||||
Other reserves
|
2,544
|
|
|
|
|
|
|
|
|
3,008
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
676
|
|
|
$
|
427
|
|
(a)
|
$
|
(47
|
)
|
|
$
|
(278
|
)
|
(d)
|
$
|
778
|
|
Deferred tax valuation allowance
|
23,411
|
|
|
1,157
|
|
(e)
|
227
|
|
(f)
|
—
|
|
|
24,795
|
|
|||||
Other reserves
|
2,822
|
|
|
|
|
|
|
|
|
2,544
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
902
|
|
|
$
|
136
|
|
(a)
|
$
|
23
|
|
|
$
|
(385
|
)
|
(d)
|
$
|
676
|
|
Deferred tax valuation allowance
|
22,945
|
|
|
(593
|
)
|
(g)
|
1,059
|
|
(h)
|
—
|
|
|
23,411
|
|
|||||
Other reserves
|
2,514
|
|
|
|
|
|
|
|
|
2,822
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense.
|
(b)
|
Amount is primarily related to foreign tax credits and foreign interest deduction carryforwards.
|
(c)
|
Amount is related to currency translation adjustments on foreign net operating losses.
|
(d)
|
Write-off of fully reserved accounts receivable.
|
(e)
|
Amount is primarily related to an other-than-temporary impairment charge for a certain cost method investment and an increase in foreign tax loss carryforwards.
|
(f)
|
Amount is related to currency translation adjustments on foreign net operating losses.
|
(g)
|
Amount is primarily related to an other-than-temporary impairment charge for a certain cost method investment and an increase in foreign tax credits.
|
(h)
|
Amount is related to the realization of previously unbenefited losses on an available-for-sale marketable equity security included in accumulated other comprehensive loss.
|
Entity
|
|
Jurisdiction of Formation
|
Affinity Apps LLC
|
|
Delaware
|
Connect, LLC
|
|
Delaware
|
DatingDirect.com Limited
|
|
England and Wales
|
Delightful.com, LLC
|
|
Delaware
|
Eureka SG Pte. Ltd.
|
|
Singapore
|
Eureka Taiwan
|
|
Taiwan
|
Eureka, Inc.
|
|
Japan
|
Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
FriendScout24 GmbH
|
|
Germany
|
Hinge, Inc.
|
|
Delaware
|
HowAboutWe, LLC
|
|
Delaware
|
Humor Rainbow, Inc.
|
|
New York
|
M8 Singlesnet LLC
|
|
Delaware
|
Mash Dating, LLC
|
|
Delaware
|
Massive Media Europe NV
|
|
Belgium
|
Massive Media (UK) Ltd.
|
|
England and Wales
|
Massive Media Match NV
|
|
Belgium
|
Match Group Europe Limited
|
|
England and Wales
|
Match Internet Financial Services Designated Activity Company
|
|
Ireland
|
Match ProfilePro, LLC
|
|
Delaware
|
Match.com Europe Limited
|
|
England and Wales
|
Match.com Events LLC
|
|
Delaware
|
Match.com Foreign Holdings II Limited
|
|
England and Wales
|
Match.com Foreign Holdings III Limited
|
|
England and Wales
|
Match.com Foreign Holdings Limited
|
|
England and Wales
|
Match.com Global Investments S.à r.l.
|
|
Luxembourg
|
Match.com Global Services Limited
|
|
England and Wales
|
Match.com HK Limited
|
|
Hong Kong
|
Match.com International Holdings, Inc.
|
|
Delaware
|
Match.com International II Limited
|
|
England and Wales
|
Match.com International Limited
|
|
England and Wales
|
Match.com Investments Inc.
|
|
Cayman Islands
|
Match.com Japan KK
|
|
Japan
|
Match.com Japan Networks GK
|
|
Japan
|
Match.com LatAm Limited
|
|
England and Wales
|
Match.com Luxembourg S.à r.l.
|
|
Luxembourg
|
Match.com Nordic AB
|
|
Sweden
|
Match.com Offshore Holdings, Ltd
|
|
Mauritius
|
Entity
|
|
Jurisdiction of Formation
|
Match.com Pegasus Limited
|
|
England and Wales
|
Match Group, LLC
|
|
Delaware
|
Matchcom Mexico, S. de R.L., de C.V.
|
|
Mexico
|
Meetic Espana, SLU
|
|
Spain
|
Meetic Italia SRL
|
|
Italy
|
Meetic Netherlands BV
|
|
Netherlands
|
Meetic SAS
|
|
France
|
MG France Services
|
|
France
|
MG Korea Services Limited
|
|
South Korea
|
MG Services Alpha LLC
|
|
Delaware
|
MG Services Beta LLC
|
|
Delaware
|
MM LatAm, LLC
|
|
Delaware
|
Mojo Acquisition Corp.
|
|
Delaware
|
Mojo Finance Co.
|
|
Cayman Islands
|
MTCH Technology Services Limited
|
|
Ireland
|
Neu.de GmbH
|
|
Germany
|
Nexus Limited
|
|
England and Wales
|
Parperfeito Comunicacao SA
|
|
Brazil
|
People Media, Inc.
|
|
Delaware
|
People Media, LLC
|
|
Arizona
|
Plentyoffish Media ULC
|
|
British Columbia
|
Plentyoffish Media, LLC
|
|
Delaware
|
Pretty Fun Therapy SAS
|
|
France
|
Search Floor, Inc.
|
|
California
|
Shoptouch, Inc.
|
|
Delaware
|
SpeedDate.com, LLC
|
|
Delaware
|
Spotlight Studios, LLC
|
|
Delaware
|
Tinder, LLC
|
|
Delaware
|
Tinder Development, LLC
|
|
Delaware
|
TPR/Tutor Holdings, LLC
|
|
Delaware
|
/s/ ERNST & YOUNG LLP
|
1.
|
I have reviewed this
report on Form 10-K for the fiscal year
ended
December 31, 2018
of Match Group, Inc.;
|
2.
|
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;
|
3.
|
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;
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the registrant and have:
|
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;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
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
|
d)
|
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
|
5.
|
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
|
b)
|
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.
|
Dated:
|
February 28, 2019
|
|
/s/ AMANDA W. GINSBERG
|
|
|
|
Amanda W. Ginsberg
Chief Executive Officer
|
1.
|
I have reviewed this
report on Form 10-K for the fiscal year
ended
December 31, 2018
of Match Group, Inc.;
|
2.
|
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;
|
3.
|
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;
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the registrant and have:
|
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;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
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
|
d)
|
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
|
5.
|
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
|
b)
|
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.
|
Dated:
|
February 28, 2019
|
|
/s/ GARY SWIDLER
|
|
|
|
Gary Swidler
Chief Financial Officer
|
(1)
|
the
Annual Report on Form 10-K for the fiscal year
ended
December 31, 2018
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, 2019
|
|
/s/ AMANDA W. GINSBERG
|
|
|
|
Amanda W. Ginsberg
Chief Executive Officer
|
(1)
|
the
Annual Report on Form 10-K for the fiscal year
ended
December 31, 2018
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, 2019
|
|
/s/ GARY SWIDLER
|
|
|
|
Gary Swidler
Chief Financial Officer
|