EXHIBIT 99.2
Match Group, Inc. Summary Unaudited Pro Forma
Financial Data
The following summary unaudited pro forma financial data of Match Group, Inc. (the “Company”) includes (i) historical and unaudited pro forma Adjusted EBITDA after giving effect to the acquisition of Plentyoffish Media, Inc. (“PlentyOfFish”), the exchange of $445.2 million of 6.75% Match Group senior notes due 2022 for $445.3 million of IAC 4.75% senior notes due 2022, the borrowings under the Company’s term loan facility, and the private unregistered offering of $400 million aggregate principal amount of senior notes due 2024 and the application of proceeds (collectively, the “Pro Forma Transactions”) on a combined basis for the three months ended March 31, 2016 and 2015 and for the years ended December 31, 2015 and 2014, (ii) unaudited pro forma combined Adjusted EBITDA after giving effect to the Pro Forma Transactions by reportable segment for the three months ended March 31, 2016 and 2015, the years ended December 31, 2015 and 2014 and the trailing twelve month period ended March 31, 2016 and (iii) for Adjusted EBITDA, a non-GAAP measure, reconciliations to the most directly comparable GAAP measure.
The unaudited pro forma combined financial information for the three months ended March 31, 2016 and 2015 and the years ended December 31, 2015 and 2014 has been derived from the unaudited pro forma combined financial statements appearing in Exhibit 99.1 to this Current Report on Form 8-K, which give effect to the Pro Forma Transactions as if they had occurred on January 1, 2014.
The unaudited pro forma combined financial information for the twelve-month period ending March 31, 2016 is derived by adding the financial information from the unaudited pro forma combined statement of operations for the three months ended March 31, 2016 with the unaudited pro forma combined statement of operations for the year ended December 31, 2015 and then deducting the financial information from the unaudited pro forma combined statement of operations for the three months ended March 31, 2015 appearing in Exhibit 99.1 to this Current Report on Form 8-K, which give effect to the Pro Forma Transactions as if they had occurred on January 1, 2014.
The unaudited pro forma combined financial information for the three months ended March 31, 2016 and 2015, the years ended December 31, 2015 and 2014 and the trailing twelve month period ended March 31, 2016 is presented for informational purposes and is not necessarily indicative of what the Company’s historical results would have been or what its future results of operations will be had the Pro Forma Transactions actually occurred on January 1, 2014. All unaudited pro forma combined financial information described above and presented below should be read in conjunction with the unaudited pro forma combined financial statements, including the notes thereto, appearing in Exhibit 99.1 to this Current Report on Form 8-K.
1
Historical and unaudited pro forma Adjusted EBITDA (consolidated and by reportable segment)
Historical and unaudited pro forma (consolidated)
The following tables present historical Adjusted EBITDA and unaudited pro forma combined Adjusted EBITDA after giving effect to the Pro Forma Transactions, in each case, on a consolidated basis, and reconcile these measures to historical operating income (loss) and unaudited pro forma operating income (loss), respectively, for the periods indicated.
| | Three Months Ended March 31, 2016 | |
| | Match Group
Historical | | PlentyOfFish
Acquisition
Pro Forma
Adjustments | | Subtotal | | Match
Exchange
Offer and
Term Loan
Pro Forma
Adjustments | | Match
Group
Subtotal | | Offering
Pro Forma
Adjustments | | Match
Group
Pro Forma | |
| | (In thousands) | |
| | | | | | | | | | | | | | | |
Operating income | | $ | 29,188 | | $ | 9,062 | | $ | 38,250 | | $ | — | | $ | 38,250 | | $ | — | | $ | 38,250 | |
Stock-based compensation expense | | 17,498 | | — | | 17,498 | | — | | 17,498 | | — | | 17,498 | |
Depreciation | | 6,487 | | — | | 6,487 | | — | | 6,487 | | — | | 6,487 | |
Amortization of intangibles | | 8,252 | | (5,343 | ) | 2,909 | | — | | 2,909 | | — | | 2,909 | |
Acquisition-related contingent consideration fair value adjustments | | 3,161 | | — | | 3,161 | | — | | 3,161 | | — | | 3,161 | |
Adjusted EBITDA | | $ | 64,586 | | $ | 3,719 | | $ | 68,305 | | $ | — | | $ | 68,305 | | $ | — | | $ | 68,305 | |
| | Three Months Ended March 31, 2015 | |
| | Match Group
Historical | | PlentyOfFish
Historical | | PlentyOfFish
Acquisition
Pro Forma
Adjustments | | Subtotal | | Match
Exchange
Offer and
Term Loan
Pro Forma
Adjustments | | Match
Group
Subtotal | | Offering
Pro Forma
Adjustments | | Match
Group
Pro Forma | |
| | (In thousands) | |
| | | | | | | | | | | | | | | | | |
Operating income | | $ | 27,040 | | $ | 11,679 | | $ | (350 | ) | $ | 38,369 | | $ | — | | $ | 38,369 | | $ | — | | $ | 38,369 | |
Stock-based compensation expense | | 6,299 | | — | | — | | 6,299 | | — | | 6,299 | | — | | 6,299 | |
Depreciation | | 7,045 | | 541 | | — | | 7,586 | | — | | 7,586 | | — | | 7,586 | |
Amortization of intangibles | | 3,877 | | — | | 350 | | 4,227 | | — | | 4,227 | | — | | 4,227 | |
Acquisition-related contingent consideration fair value adjustments | | (11,011 | ) | — | | — | | (11,011 | ) | — | | (11,011 | ) | — | | (11,011 | ) |
Adjusted EBITDA | | $ | 33,250 | | $ | 12,220 | | $ | — | | $ | 45,470 | | $ | — | | $ | 45,470 | | $ | — | | $ | 45,470 | |
2
Historical and unaudited pro forma (consolidated) (continued)
| | Year Ended December 31, 2015 | |
| | Match Group
Historical | | PlentyOfFish
Historical | | PlentyOfFish
Acquisition
Pro Forma
Adjustments | | Subtotal | | Match
Exchange
Offer and
Term Loan
Pro Forma
Adjustments | | Match
Group
Subtotal | | Offering
Pro Forma
Adjustments | | Match
Group
Pro Forma | |
| | (In thousands) | |
| | | | | | | | | | | | | | | | | |
Operating income | | $ | 193,556 | | $ | 40,650 | | $ | 12,948 | | $ | 247,154 | | $ | — | | $ | 247,154 | | $ | — | | $ | 247,154 | |
Stock-based compensation expense | | 50,083 | | — | | — | | 50,083 | | — | | 50,083 | | — | | 50,083 | |
Depreciation | | 25,983 | | 2,274 | | — | | 28,257 | | — | | 28,257 | | — | | 28,257 | |
Amortization of intangibles | | 20,101 | | — | | (540 | ) | 19,561 | | — | | 19,561 | | — | | 19,561 | |
Acquisition-related contingent consideration fair value adjustments | | (11,056 | ) | — | | — | | (11,056 | ) | — | | (11,056 | ) | — | | (11,056 | ) |
Adjusted EBITDA | | $ | 278,667 | | $ | 42,924 | | $ | 12,408 | | $ | 333,999 | | $ | — | | $ | 333,999 | | $ | — | | $ | 333,999 | |
| | Year Ended December 31, 2014 | |
| | Match Group
Historical | | PlentyOfFish
Historical | | PlentyOfFish
Acquisition
Pro Forma
Adjustments | | Subtotal | | Match
Exchange
Offer and
Term Loan
Pro Forma
Adjustments | | Match
Group
Subtotal | | Offering
Pro Forma
Adjustments | | Match
Group
Pro Forma | |
| | (In thousands) | |
| | | | | | | | | | | | | | | | | |
Operating income | | $ | 228,567 | | $ | 30,568 | | $ | (14,600 | ) | $ | 244,535 | | $ | — | | $ | 244,535 | | $ | — | | $ | 244,535 | |
Stock-based compensation expense | | 20,851 | | — | | — | | 20,851 | | — | | 20,851 | | — | | 20,851 | |
Depreciation | | 25,547 | | 2,010 | | �� | | 27,557 | | — | | 27,557 | | — | | 27,557 | |
Amortization of intangibles | | 11,395 | | — | | 14,600 | | 25,995 | | — | | 25,995 | | — | | 25,995 | |
Acquisition-related contingent consideration fair value adjustments | | (12,912 | ) | — | | — | | (12,912 | ) | — | | (12,912 | ) | — | | (12,912 | ) |
Adjusted EBITDA | | $ | 273,448 | | $ | 32,578 | | $ | — | | $ | 306,026 | | $ | — | | $ | 306,026 | | $ | — | | $ | 306,026 | |
3
Unaudited pro forma (by reportable segment)
The following tables present unaudited pro forma combined Adjusted EBITDA after giving effect to the Pro Forma Transactions and reconcile this measure to unaudited pro forma combined operating income (loss) for the Company’s reportable segments and to unaudited pro forma combined net earnings attributable to Match Group, Inc. shareholders for the periods indicated.
| | Pro Forma Three Months Ended March 31, 2016 | |
| | Adjusted
EBITDA | | Stock-based
Compensation | | Depreciation | | Amortization
of Intangibles | | Acquisition-
related
Contingent
Consideration
Fair Value
Adjustments | | Operating
Income
(Loss) | |
| | (In thousands) | |
Dating | | $ | 70,993 | | $ | (17,448 | ) | $ | (5,751 | ) | $ | (1,385 | ) | $ | (3,161 | ) | $ | 43,248 | |
Non-dating | | (2,688 | ) | (50 | ) | (736 | ) | (1,524 | ) | — | | (4,998 | ) |
Total | | $ | 68,305 | | $ | (17,498 | ) | $ | (6,487 | ) | $ | (2,909 | ) | $ | (3,161 | ) | 38,250 | |
Interest expense—third party | | | | | | | | | | | | (20,315 | ) |
Other income, net | | | | | | | | | | | | 3,607 | |
Earnings before income taxes | | | | | | | | | | | | 21,542 | |
Income tax provision | | | | | | | | | | | | (7,544 | ) |
Net earnings | | | | | | | | | | | | 13,998 | |
Net earnings attributable to noncontrolling interests | | | | | | | | | | | | (67 | ) |
Net earnings attributable to Match Group, Inc. shareholders | | | | | | | | | | | | $ | 13,931 | |
| | Pro Forma Three Months Ended March 31, 2015 | |
| | Adjusted
EBITDA | | Stock-based
Compensation | | Depreciation | | Amortization
of Intangibles | | Acquisition-
related
Contingent
Consideration
Fair Value
Adjustments | | Operating
Income
(Loss) | |
| | (In thousands) | |
Dating | | $ | 50,084 | | $ | (6,010 | ) | $ | (5,130 | ) | $ | (2,561 | ) | $ | 11,011 | | $ | 47,394 | |
Non-dating | | (4,614 | ) | (289 | ) | (2,456 | ) | (1,666 | ) | — | | (9,025 | ) |
Total | | $ | 45,470 | | $ | (6,299 | ) | $ | (7,586 | ) | $ | (4,227 | ) | $ | 11,011 | | 38,369 | |
Interest expense—third party | | | | | | | | | | | | (20,816 | ) |
Interest expense—related party | | | | | | | | | | | | (330 | ) |
Other income, net | | | | | | | | | | | | 9,216 | |
Earnings before income taxes | | | | | | | | | | | | 26,439 | |
Income tax provision | | | | | | | | | | | | (4,101 | ) |
Net earnings | | | | | | | | | | | | 22,338 | |
Net loss attributable to noncontrolling interests | | | | | | | | | | | | 326 | |
Net earnings attributable to Match Group, Inc. shareholders | | | | | | | | | | | | $ | 22,664 | |
4
Unaudited pro forma (by reportable segment) (continued)
| | Pro Forma Year Ended December 31, 2015 | |
| | Adjusted
EBITDA | | Stock-based
Compensation | | Depreciation | | Amortization
of Intangibles | | Acquisition-
related
Contingent
Consideration
Fair Value
Adjustments | | Operating
Income
(Loss) | |
| | (In thousands) | |
Dating | | $ | 339,886 | | $ | (49,401 | ) | $ | (22,065 | ) | $ | (12,897 | ) | $ | 11,056 | | $ | 266,579 | |
Non-dating | | (5,887 | ) | (682 | ) | (6,192 | ) | (6,664 | ) | — | | (19,425 | ) |
Total | | $ | 333,999 | | $ | (50,083 | ) | $ | (28,257 | ) | $ | (19,561 | ) | $ | 11,056 | | 247,154 | |
Interest expense—third party | | | | | | | | | | | | (82,696 | ) |
Interest expense—related party | | | | | | | | | | | | (613 | ) |
Other income, net | | | | | | | | | | | | 9,911 | |
Earnings before income taxes | | | | | | | | | | | | 173,756 | |
Income tax provision | | | | | | | | | | | | (50,868 | ) |
Net earnings | | | | | | | | | | | | 122,888 | |
Net earnings attributable to noncontrolling interests | | | | | | | | | | | | (104 | ) |
Net earnings attributable to Match Group, Inc. shareholders | | | | | | | | | | | | $ | 122,784 | |
5
Unaudited pro forma (by reportable segment) (continued)
| | Pro Forma Year Ended December 31, 2014 | |
| | Adjusted
EBITDA | | Stock-based
Compensation | | Depreciation | | Amortization
of Intangibles | | Acquisition-
related
Contingent
Consideration
Fair Value
Adjustments | | Operating
Income
(Loss) | |
| | (In thousands) | |
Dating | | $ | 321,865 | | $ | (19,543 | ) | $ | (23,512 | ) | $ | (22,029 | ) | $ | 12,912 | | $ | 269,693 | |
Non-dating | | (15,839 | ) | (1,308 | ) | (4,045 | ) | (3,966 | ) | — | | (25,158 | ) |
Total | | $ | 306,026 | | $ | (20,851 | ) | $ | (27,557 | ) | $ | (25,995 | ) | $ | 12,912 | | 244,535 | |
Interest expense—third party | | | | | | | | | | | | (84,927 | ) |
Interest expense—related party | | | | | | | | | | | | (18,145 | ) |
Other income, net | | | | | | | | | | | | 13,575 | |
Earnings before income taxes | | | | | | | | | | | | 155,038 | |
Income tax provision | | | | | | | | | | | | (42,686 | ) |
Net earnings | | | | | | | | | | | | 112,352 | |
Net earnings attributable to noncontrolling interests | | | | | | | | | | | | (595 | ) |
Net earnings attributable to Match Group, Inc. shareholders | | | | | | | | | | | | $ | 111,757 | |
| | Pro Forma Trailing Twelve Months Ended March 31, 2016 | |
| | Adjusted
EBITDA | | Stock-based
Compensation | | Depreciation | | Amortization
of Intangibles | | Acquisition-
related
Contingent
Consideration
Fair Value
Adjustments | | Operating
Income
(Loss) | |
| | (In thousands) | |
Dating | | $ | 360,795 | | $ | (60,839 | ) | $ | (22,686 | ) | $ | (11,721 | ) | $ | (3,116 | ) | $ | 262,433 | |
Non-dating | | (3,961 | ) | (443 | ) | (4,472 | ) | (6,522 | ) | — | | (15,398 | ) |
Total | | $ | 356,834 | | $ | (61,282 | ) | $ | (27,158 | ) | $ | (18,243 | ) | $ | (3,116 | ) | 247,035 | |
Interest expense—third party | | | | | | | | | | | | (82,195 | ) |
Interest expense—related party | | | | | | | | | | | | (283 | ) |
Other income, net | | | | | | | | | | | | 4,302 | |
Earnings before income taxes | | | | | | | | | | | | 168,859 | |
Income tax provision | | | | | | | | | | | | (54,311 | ) |
Net earnings | | | | | | | | | | | | 114,548 | |
Net earnings attributable to noncontrolling interests | | | | | | | | | | | | (497 | ) |
Net earnings attributable to Match Group, Inc. shareholders | | | | | | | | | | | | $ | 114,051 | |
6
