Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Entity Registrant Name | Match Group, Inc. | |
Entity Central Index Key | 1,575,189 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 44,660,423 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 209,919,402 | |
Class C Common Stock | ||
Entity Common Stock, Shares Outstanding | 0 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 231,154 | $ 88,173 |
Marketable securities | 0 | 11,622 |
Accounts receivable, net of allowance of $885 and $1,739, respectively | 67,575 | 65,851 |
Other current assets | 67,786 | 39,049 |
Total current assets | 366,515 | 204,695 |
Property and equipment, net of accumulated depreciation and amortization of $83,315 and $70,644, respectively | 67,280 | 48,067 |
Goodwill | 1,311,626 | 1,292,775 |
Intangible assets, net of accumulated amortization of $42,110 and $23,232, respectively | 261,524 | 276,408 |
Long-term investments | 55,355 | 55,569 |
Other non-current assets | 29,576 | 31,878 |
TOTAL ASSETS | 2,091,876 | 1,909,392 |
LIABILITIES | ||
Current maturities of long-term debt | 0 | 40,000 |
Accounts payable | 20,224 | 25,767 |
Deferred revenue | 196,678 | 169,321 |
Accrued expenses and other current liabilities | 145,621 | 118,556 |
Total current liabilities | 362,523 | 353,644 |
Long-term debt, net of current maturities | 1,215,546 | 1,176,871 |
Income taxes payable | 8,720 | 9,670 |
Deferred income taxes | 35,438 | 34,947 |
Other long-term liabilities | 18,014 | 49,542 |
Redeemable noncontrolling interests | 5,588 | 5,907 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock; $0.001 par value; authorized 500,000,000 shares; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 470,343 | 404,771 |
Retained earnings | 108,252 | 10,612 |
Accumulated other comprehensive loss | (132,803) | (136,820) |
Total Match Group, Inc. shareholders' equity | 446,047 | 278,811 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,091,876 | 1,909,392 |
Common Stock | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 45 | 38 |
Class B Common Stock | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 210 | 210 |
Class C Common Stock | ||
SHAREHOLDERS' EQUITY | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEET (Un3
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 885 | $ 1,739 |
Property and equipment accumulated depreciation and amortization | 83,315 | 70,644 |
Intangible assets accumulated amortization | $ 42,110 | $ 23,232 |
Preferred Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized shares (in shares) | 500,000,000 | 500,000,000 |
Preferred Stock, issued shares (in shares) | 0 | 0 |
Preferred Stock, outstanding shares (in shares) | 0 | 0 |
Common Stock | ||
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized shares (in shares) | 1,500,000,000 | 1,500,000,000 |
Common Stock, issued shares (in shares) | 44,644,294 | 38,343,333 |
Common Stock, outstanding shares (in shares) | 44,644,294 | 38,343,333 |
Class B Common Stock | ||
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized shares (in shares) | 1,500,000,000 | 1,500,000,000 |
Common Stock, issued shares (in shares) | 209,919,402 | 209,919,402 |
Common Stock, outstanding shares (in shares) | 209,919,402 | 209,919,402 |
Class C Common Stock | ||
Common Stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized shares (in shares) | 1,500,000,000 | 1,500,000,000 |
Common Stock, issued shares (in shares) | 0 | 0 |
Common Stock, outstanding shares (in shares) | 0 | 0 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 316,447 | $ 268,971 | $ 902,849 | $ 752,857 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 61,161 | 47,636 | 171,385 | 131,118 |
Selling and marketing expense | 92,370 | 89,698 | 294,061 | 289,844 |
General and administrative expense | 39,685 | 45,981 | 138,261 | 121,303 |
Product development expense | 18,539 | 16,811 | 62,346 | 50,740 |
Depreciation | 8,032 | 6,137 | 22,609 | 19,804 |
Amortization of intangibles | 4,906 | 4,352 | 19,577 | 14,130 |
Total operating costs and expenses | 224,693 | 210,615 | 708,239 | 626,939 |
Operating income | 91,754 | 58,356 | 194,610 | 125,918 |
Interest expense—third party | (20,751) | 0 | (61,828) | 0 |
Interest expense—related party | 0 | (2,318) | 0 | (6,879) |
Other income, net | 6,045 | 1,535 | 4,410 | 8,341 |
Earnings before income taxes | 77,048 | 57,573 | 137,192 | 127,380 |
Income tax provision | (20,344) | (22,136) | (39,168) | (42,632) |
Net earnings | 56,704 | 35,437 | 98,024 | 84,748 |
Net (earnings) loss attributable to redeemable noncontrolling interests | (294) | (178) | (384) | 42 |
Net earnings attributable to Match Group, Inc. shareholders | $ 56,410 | $ 35,259 | $ 97,640 | $ 84,790 |
Net earnings per share attributable to Match Group, Inc. shareholders: | ||||
Basic (in usd per share) | $ 0.22 | $ 0.21 | $ 0.39 | $ 0.52 |
Diluted (in usd per share) | $ 0.21 | $ 0.20 | $ 0.36 | $ 0.49 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 11,145 | $ 13,057 | $ 41,341 | $ 30,982 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 378 | 133 | 1,093 | 342 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 873 | 1,522 | 2,585 | 4,883 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 7,719 | 10,096 | 26,570 | 22,076 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 2,175 | $ 1,306 | $ 11,093 | $ 3,681 |
CONSOLIDATED AND COMBINED STAT5
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings | $ 56,704 | $ 35,437 | $ 98,024 | $ 84,748 | |
Other comprehensive income (loss): | |||||
Change in foreign currency translation adjustment | [1] | 1,086 | (11,318) | 7,045 | (53,521) |
Change in fair value of available-for-sale securities | [2] | 0 | (1,802) | (2,964) | 2,176 |
Total other comprehensive income (loss) | 1,086 | (13,120) | 4,081 | (51,345) | |
Comprehensive income | 57,790 | 22,317 | 102,105 | 33,403 | |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | (359) | (186) | (448) | 235 | |
Comprehensive income attributable to Match Group, Inc. shareholders | $ 57,431 | $ 22,131 | $ 101,657 | $ 33,638 | |
[1] | The three and nine months ended September 30, 2015 include amounts reclassified out of other comprehensive income into earnings. See Note 7 - Accumulated Other Comprehensive Loss for additional information. | ||||
[2] | The nine months ended September 30, 2016 includes unrealized gains reclassified out of other comprehensive income into earnings. See Note 4 - Marketable Securities and Note 7 - Accumulated Other Comprehensive Loss for additional information. |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common StockCommon Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Shareholders' Equity |
Balance at the beginning of the period at Dec. 31, 2014 | $ (78,048) | ||||||
Balance at the end of the period at Sep. 30, 2015 | (129,200) | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net earnings for period | $ (42) | ||||||
Balance at the beginning of the period at Jun. 30, 2015 | (116,072) | ||||||
Balance at the end of the period at Sep. 30, 2015 | (129,200) | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net earnings for period | 178 | ||||||
Balance at the beginning of the period (in shares) at Dec. 31, 2015 | 38,343 | 209,919 | |||||
Balance at the beginning of the period at Dec. 31, 2015 | $ 38 | $ 210 | $ 404,771 | $ 10,612 | (136,820) | $ 278,811 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings for period | 97,640 | 97,640 | |||||
Other comprehensive income, net of tax | 4,017 | 4,017 | |||||
Stock-based compensation expense | 35,281 | 35,281 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares) | 5,363 | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | $ 6 | 804 | 810 | ||||
Issuance of common stock to IAC pursuant to the employee matters agreement | $ 1 | (1) | 0 | ||||
Issuance of common stock to IAC pursuant to the employee matters agreement (in shares) | 938 | ||||||
Income tax benefit related to stock-based awards | 25,827 | 25,827 | |||||
Adjustment of redeemable noncontrolling interests to fair value | (361) | (361) | |||||
Other | 4,022 | 4,022 | |||||
Balance at the end of the period (in shares) at Sep. 30, 2016 | 44,644 | 209,919 | |||||
Balance at the end of the period at Sep. 30, 2016 | $ 45 | $ 210 | 470,343 | 108,252 | (132,803) | 446,047 | |
Balance at the beginning of the period at Dec. 31, 2015 | 5,907 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net earnings for period | 384 | ||||||
Other comprehensive income, net of tax | 64 | ||||||
Purchase of redeemable noncontrolling interests | (1,129) | ||||||
Adjustment of redeemable noncontrolling interests to fair value | 361 | ||||||
Other | 1 | ||||||
Balance at the end of the period at Sep. 30, 2016 | 5,588 | ||||||
Balance at the beginning of the period at Jun. 30, 2016 | (133,824) | ||||||
Balance at the end of the period (in shares) at Sep. 30, 2016 | 44,644 | 209,919 | |||||
Balance at the end of the period at Sep. 30, 2016 | $ 45 | $ 210 | $ 470,343 | $ 108,252 | $ (132,803) | $ 446,047 | |
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net earnings for period | 294 | ||||||
Balance at the end of the period at Sep. 30, 2016 | $ 5,588 |
CONSOLIDATED AND COMBINED STAT7
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net earnings | $ 98,024 | $ 84,748 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Stock-based compensation expense | 41,341 | 30,982 |
Depreciation | 22,609 | 19,804 |
Amortization of intangibles | 19,577 | 14,130 |
Excess tax benefits from stock-based awards | (25,929) | (31,285) |
Deferred income taxes | (1,463) | (8,646) |
Acquisition-related contingent consideration fair value adjustments | (2,723) | (11,479) |
Other adjustments, net | (1,762) | (11,274) |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 282 | (25,116) |
Other assets | (10,079) | (7,447) |
Accounts payable and accrued expenses and other current liabilities | 2 | 20,834 |
Income taxes payable | 2,884 | 26,993 |
Deferred revenue | 26,139 | 23,997 |
Net cash provided by operating activities | 168,902 | 126,241 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (2,303) | (40,712) |
Capital expenditures | (39,106) | (19,916) |
Proceeds from the sale of a marketable security | 11,716 | 0 |
Purchase of investment | (500) | 0 |
Other, net | 5,100 | (8,402) |
Net cash used in investing activities | (25,093) | (69,030) |
Cash flows from financing activities: | ||
Proceeds from bond offering | 400,000 | 0 |
Principal payments on long-term debt | (410,000) | 0 |
Debt issuance costs | (5,048) | 0 |
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 467 | 0 |
Excess tax benefits from stock-based awards | 25,929 | 31,285 |
Transfers from IAC in periods prior to the IPO | 0 | 75,945 |
Purchase of redeemable noncontrolling interests | (1,129) | (557) |
Acquisition-related contingent consideration payments | 0 | (5,510) |
Other, net | (12,181) | 0 |
Net cash (used in) provided by financing activities | (1,962) | 101,163 |
Effect of exchange rate changes on cash and cash equivalents | 1,134 | (3,461) |
Net increase in cash and cash equivalents | 142,981 | 154,913 |
Cash and cash equivalents at beginning of period | 88,173 | 127,630 |
Cash and cash equivalents at end of period | $ 231,154 | $ 282,543 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Match Group, Inc. is the world's leading provider of dating products. We operate a portfolio of over 45 brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and LoveScout24 (formerly known as FriendScout24), each designed to increase our users' likelihood of finding a romantic connection. Through our portfolio of trusted brands, we provide tailored products to meet the varying preferences of our users. We currently offer our dating products in 38 languages across more than 190 countries. Match Group has two operating segments: Dating and Non-dating. Through the brands within our Dating business, we are a leading provider of membership-based and ad-supported dating products servicing North America, Western Europe and many other countries around the world. We provide these services through websites and applications that we own and operate. The Non-dating business consists of The Princeton Review, which provides a variety of educational test preparation, academic tutoring and college counseling services. On November 24, 2015, the Company completed its initial public offering ("IPO") of 38.3 million shares of its common stock at a price of $12.00 per share for net proceeds of $428.3 million . At September 30, 2016 , IAC/InterActiveCorp's ("IAC") ownership interest and voting interest in Match Group were 82.8% and 98.0% , respectively. All references to "Match Group," the "Company," "we," "our," or "us" in this report are to Match Group, Inc. Basis of Presentation and Consolidation The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's financial statements were prepared on a consolidated basis beginning October 1, 2015 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization of the entities included in Match Group at the time of the IPO were not completed until October 1, 2015. The preparation of financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements reflect the results of operations and cash flows of Match Group's businesses since their respective dates of acquisition by IAC. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. The combined financial statements reflect the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC through the date of the IPO. Management believes the assumptions underlying the historical combined financial statements, including the basis on which expenses have been allocated, are reasonable and that the consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated and combined financial statements should be read in conjunction with the consolidated and combined statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . For the purposes of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis. All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated. Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of long-term investments; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; the liabilities for uncertain tax positions; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU 2016-15 are effective for reporting periods beginning after December 15, 2017, including interim periods, and will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable; early adoption is permitted. The Company does not expect the adoption of this standard update to have a material impact on its consolidated financial statements; and is currently evaluating the method and timing of adoption. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payments Accounting (Topic 718). The update is intended to simplify existing guidance on various aspects of the accounting and presentation of employee share-based payments in financial statements, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted. The primary effects of the adoption of ASU 2016-09 on the Company’s results of operations, cash flows and earnings per share will be due to the change in the treatment of the excess tax benefit (deficiency) related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units. The table below illustrates this effect. Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units: Accounting under current GAAP: Accounting following adoption of ASU 2016-09: Statement of operations Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable) Included in the determination of the income tax provision or benefit upon option exercise or share vesting Statement of cash flows Treated as a financing cash flow Treated as an operating cash flow Calculation of fully diluted shares for the determination of earnings per share Included as a component of the assumed proceeds in applying the treasury stock method Excluded from the assumed proceeds in applying the treasury stock method The expected effect of the adoption of ASU 2016-09 for the Company will be to increase reported net earnings (or reduce reported net loss) and increase operating cash flow and basic earnings per share (or reduce reported net loss per share). The number of shares used in the calculation of fully diluted earnings per share will also increase due to the reduction in assumed proceeds under the treasury stock method. The actual effect on fully diluted earnings per share could be an increase or a decrease in any period, which will depend upon the increase in reported earnings and the increase in the number of shares included in the fully diluted earnings per share calculation. The Company will adopt the change in treatment of excess tax benefit (deficiency) as of January 1, 2017 using the modified retrospective approach with the cumulative effect recognized as of the date of initial adoption and will apply the provisions of ASU 2016-09 related to the presentation on the statement of cash flows using the prospective approach. To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016. Reported results under current GAAP Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016 (In thousands, except per share data) Net earnings $ 98,024 $ 124,026 Net earnings attributable to noncontrolling interests 384 384 Net earnings attributable to Match Group, Inc. shareholders 97,640 123,642 Cash flows provided by operating activities 168,902 194,831 Cash flows used in financing activities (1,962 ) (27,891 ) Basic earnings per share $ 0.39 $ 0.49 Fully diluted earnings per share $ 0.36 $ 0.45 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and in August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . Together, this guidance requires that deferred debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets. The Company adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 and applied the provisions retrospectively, resulting in $16.6 million of deferred debt issuance costs being reclassified from other non-current assets to long-term debt, net of current maturities, in the accompanying December 31, 2015 consolidated balance sheet. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU 2014-09 may either be applied retrospectively to each prior period presented or using the modified retrospective approach with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. The Company will adopt this standard using the modified retrospective approach effective January 1, 2018. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Match Group is a member of IAC's consolidated federal and state income tax returns. In all periods presented, current income tax provision and deferred income tax benefit have been computed for Match Group on an as if stand-alone, separate return basis. Match Group's payments to IAC for its share of IAC's consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated and combined statement of cash flows. At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or the liabilities for uncertain tax positions is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs. For the three months ended September 30, 2016 , the Company recorded an income tax provision of $20.3 million which represents an effective income tax rate of 26% . The effective tax rate for the three months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and the non-taxable gain on contingent consideration fair value adjustments. For the nine months ended September 30, 2016 , the Company recorded an income tax provision of $39.2 million which represents an effective income tax rate of 29% . The effective tax rate for the nine months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates. For the three months ended September 30, 2015 , the Company recorded an income tax provision of $22.1 million , which represents an effective income tax rate of 38% . The effective tax rate for the three months ended September 30, 2015 is higher than the statutory rate of 35% due primarily to state taxes. For the nine months ended September 30, 2015 , the Company recorded an income tax provision of $42.6 million , which represents an effective income tax rate of 33% . The effective rate for the nine months ended September 30, 2015 is lower than the statutory rate of 35% due principally to the non-taxable gain on contingent consideration fair value adjustments, partially offset by state taxes. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At September 30, 2016 and December 31, 2015 , the Company had accrued $1.4 million and $1.3 million , respectively, for the payment of interest. At September 30, 2016 and December 31, 2015 , the Company has accrued $1.7 million and $1.8 million , respectively, for penalties. Match Group is routinely under audit by federal, state, local and foreign authorities in the area of income tax as a result of previously filed separate company tax returns and consolidated tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service is currently auditing IAC's federal income tax returns for the years ended December 31, 2010 through 2012, which includes the operations of Match Group. The statute of limitations for the years 2010 through 2012 has been extended to March 31, 2017. Various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon the resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known. At September 30, 2016 and December 31, 2015 , unrecognized tax benefits, including interest, were $24.7 million and $26.2 million , respectively. At September 30, 2016 and December 31, 2015 , approximately $15.7 million and $16.4 million , respectively, were included in unrecognized tax benefits for tax positions included in IAC's consolidated tax return filings. If unrecognized tax benefits at September 30, 2016 are subsequently recognized, $24.3 million , net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2015 was $25.8 million . The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $6.8 million within twelve months of September 30, 2016 , primarily due to expirations of statutes of limitations. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On October 28, 2015, the Company completed the purchase of all the outstanding shares of Plentyoffish Media Inc. ("PlentyOfFish"), a leading provider of subscription-based and ad-supported online personals servicing North America, Europe, Latin America and Australia. Services are provided through websites and mobile applications that PlentyOfFish owns and operates. The purchase price was $574.1 million in cash and is net of a $0.9 million working capital adjustment paid to the Company in the second quarter of 2016. The financial results of PlentyOfFish are included in Match Group's consolidated financial statements, within the Dating segment, beginning October 28, 2015. The unaudited pro forma financial information in the table below presents the combined results of Match Group and PlentyOfFish as if the acquisition of PlentyOfFish had occurred on January 1, 2015. The pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2015. For the three and nine months ended September 30, 2015 , pro forma adjustments reflected below include decreases to revenue of $0.6 million and $9.0 million , respectively, related to the write-off of deferred revenue at the date of acquisition and increases of $3.7 million and $12.7 million , respectively in amortization of intangible assets. Three Months Ended September 30, 2015 Nine Months Ended (In thousands, except per share data) Revenue $ 290,730 $ 806,127 Net earnings attributable to Match Group, Inc. shareholders $ 40,451 $ 94,219 Basic earnings per share attributable to Match Group, Inc. shareholders $ 0.19 $ 0.46 Diluted earnings per share attributable to Match Group, Inc. shareholders $ 0.19 $ 0.44 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2016 | |
Long-term Investments [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES At December 31, 2015 , marketable securities consisted of an equity security that had a cost basis of $8.7 million , with gross unrealized gains of $3.0 million which was included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. This marketable security was sold in its entirety in the second quarter of 2016. Proceeds and gross realized gains from the sale of available-for-sale marketable securities were $11.7 million and $3.1 million , respectively, for the nine months ended September 30, 2016 . |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: • Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs. The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2016 Quoted Market Significant Other Observable Inputs Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 51,812 $ — $ — $ 51,812 Liabilities: Contingent consideration arrangements $ — $ — $ (29,935 ) $ (29,935 ) December 31, 2015 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 3,649 $ — $ — $ 3,649 Marketable securities: Equity security 11,622 — — 11,622 Total $ 15,271 $ — $ — $ 15,271 Liabilities: Contingent consideration arrangements $ — $ — $ (28,993 ) $ (28,993 ) The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2016 2015 Contingent Consideration Arrangements (In thousands) Balance at July 1 $ (34,732 ) $ (27,240 ) Total net gains (losses): Fair value adjustments 5,129 (755 ) Included in other comprehensive loss (332 ) (578 ) Balance at September 30 $ (29,935 ) $ (28,573 ) Nine Months Ended September 30, 2016 2015 Contingent Consideration Arrangements (In thousands) Balance at January 1 $ (28,993 ) $ (20,615 ) Total net gains (losses): Fair value adjustments 2,723 11,479 Foreign currency exchange gains — 626 Included in other comprehensive (loss) income (5,613 ) 1,539 Fair value at date of acquisition 1,948 (27,112 ) Settlements — 5,510 Balance at September 30 $ (29,935 ) $ (28,573 ) Contingent consideration arrangements As of September 30, 2016 , there are five contingent consideration arrangements related to business acquisitions. The maximum contingent payments related to these arrangements is $97.6 million . The Company expects to make payments on two of the five contingent consideration arrangements and the aggregate fair value of these two arrangements at September 30, 2016 is $29.9 million . The contingent consideration arrangements are based upon earnings performance and/or operating metrics such as monthly active users. The Company determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, if the arrangement is long-term in nature, applying a discount rate, that appropriately captures the risks associated with the obligation to determine the net amount reflected in the financial statements. The number of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements. At September 30, 2016 and December 31, 2015, the fair values of the contingent consideration arrangements outstanding, two in 2016 and one in 2015, reflect a 12% discount rate. The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in “General and administrative expense” in the accompanying consolidated and combined statement of operations. The contingent consideration arrangement liability at September 30, 2016 and December 31, 2015 includes a current portion of $29.7 million and $0 , respectively, and non-current portion of $0.2 million and $29.0 million , respectively, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet. Assets measured at fair value on a nonrecurring basis The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Cost method investments At September 30, 2016 and December 31, 2015 , the carrying values of the Company's investments accounted for under the cost method totaled $55.4 million and $55.6 million , respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt $ — $ — $ (40,000 ) $ (39,850 ) Long-term debt, net of current maturities (1,215,546 ) (1,305,437 ) (1,176,871 ) (1,204,548 ) The fair value of long-term debt including current maturities is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of: September 30, 2016 December 31, 2015 (In thousands) 6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016 $ 400,000 $ — 6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016 445,172 445,172 Term Loan due November 16, 2022 (a) 390,000 800,000 Total long-term debt 1,235,172 1,245,172 Less: Current maturities of long-term debt — 40,000 Less: Unamortized original issue discount and original issue premium, net 5,100 11,691 Less: Unamortized debt issuance costs 14,526 16,610 Total long-term debt, net of current maturities $ 1,215,546 $ 1,176,871 ________________________ (a) The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes . Senior Notes : The 2016 Senior Notes were issued on June 1, 2016. The proceeds of $400 million were used to repay a portion of indebtedness outstanding under the Term Loan. At any time prior to June 1, 2019, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Year Percentage 2019 104.781 % 2020 103.188 % 2021 101.594 % 2022 and thereafter 100.000 % The 2015 Senior Notes were issued on November 16, 2015, in exchange for a portion of IAC's 4.75% Senior Notes due December 15, 2022 (the "IAC 2012 Senior Notes") (the "Match Exchange Offer"). Promptly following the Match Exchange Offer, the Company and its subsidiaries were designated as unrestricted subsidiaries of IAC for purposes of the indentures governing the IAC 4.875% Senior Notes due November 30, 2018, the IAC 2012 Senior Notes and the IAC Credit Facility. Following this designation, neither Match Group nor any of its subsidiaries guarantee any debt of IAC, or are subject to any of the covenants related to such debt. The indentures governing the 2016 and 2015 Senior Notes contain covenants that would limit the Company's ability to pay dividends or to make distributions and repurchase or redeem Match Group stock in the event a default has occurred or Match Group's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At September 30, 2016 , there were no limitations pursuant thereto. There are additional covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event the Company is not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting the ability of the Company's subsidiaries to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets. Term Loan and Credit Facility : On November 16, 2015, under a credit agreement (the "Credit Agreement"), the Company borrowed $800 million in the form of a term loan (the "Term Loan"). On March 31, 2016, the Company made a $10 million principal payment on the Term Loan. In addition, on June 1, 2016, the $400 million in proceeds from the 2016 Senior Notes were used to repay a portion of the Term Loan. The remaining principal balance at September 30, 2016 of $390 million is due at maturity. The Term Loan provides for additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the Credit Agreement. The Term Loan bears interest, at our option, at a base rate or LIBOR, plus 3.50% or 4.50% , respectively, and in the case of LIBOR, a floor of 1.00% . Interest payments are due at least semi-annually through the term of the loan. The Company has a $500 million revolving credit facility (the "Credit Facility") that expires on October 7, 2020. At September 30, 2016 and December 31, 2015 , there were no outstanding borrowings under the Credit Facility. The annual commitment fee on undrawn funds based on the current leverage ratio is 30 basis points . Borrowings under the Credit Facility bear interest, at the Company's option, at a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on the Company's consolidated net leverage ratio. The terms of the Credit Facility require the Company to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0. There are additional covenants under the Credit Facility and the Term Loan that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. While the Term Loan remains outstanding, these same covenants under the Credit Agreement are more restrictive than the covenants that are applicable to the Credit Facility. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain Match Group wholly-owned domestic subsidiaries, and are also secured by the stock of certain Match Group domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the 2016 and 2015 Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings: Three Months Ended September 30, 2016 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at July 1 $ (133,824 ) $ — $ (133,824 ) Other comprehensive income 1,021 — 1,021 Net current period other comprehensive income 1,021 — 1,021 Balance at September 30 $ (132,803 ) $ — $ (132,803 ) Three Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive Loss (In thousands) Balance at July 1 $ (118,802 ) $ 2,730 $ (116,072 ) Other comprehensive loss before reclassifications (9,135 ) (1,802 ) (10,937 ) Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business (2,191 ) — (2,191 ) Net period other comprehensive loss (11,326 ) (1,802 ) (13,128 ) Balance at September 30 $ (130,128 ) $ 928 $ (129,200 ) Nine Months Ended September 30, 2016 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (139,784 ) $ 2,964 $ (136,820 ) Other comprehensive income before reclassifications 6,981 94 7,075 Gain on sale of available-for-sale security reclassified into earnings — (3,058 ) (3,058 ) Net current period other comprehensive income (loss) 6,981 (2,964 ) 4,017 Balance at September 30 $ (132,803 ) $ — $ (132,803 ) Nine Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized (Loss) Gain On Available-For-Sale Security Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (76,800 ) $ (1,248 ) $ (78,048 ) Other comprehensive (loss) income before reclassifications (51,137 ) 2,176 (48,961 ) Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business (2,191 ) — (2,191 ) Net period other comprehensive (loss) income (53,328 ) 2,176 (51,152 ) Balance at September 30 $ (130,128 ) $ 928 $ (129,200 ) At both September 30, 2016 and 2015 , there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended September 30, 2016 2015 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 56,704 $ 56,704 $ 35,437 $ 35,437 Net earnings attributable to redeemable noncontrolling interests (294 ) (294 ) (178 ) (178 ) Net earnings attributable to Match Group, Inc. shareholders $ 56,410 $ 56,410 $ 35,259 $ 35,259 Denominator Basic weighted average common shares outstanding 253,176 253,176 168,313 168,313 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 16,848 — 8,046 Dilutive weighted average common shares outstanding 253,176 270,024 168,313 176,359 Earnings per share attributable to Match Group, Inc. shareholders: Earnings per share $ 0.22 $ 0.21 $ 0.21 $ 0.20 Nine Months Ended September 30, 2016 2015 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 98,024 $ 98,024 $ 84,748 $ 84,748 Net (earnings) loss attributable to redeemable noncontrolling interests (384 ) (384 ) 42 42 Net earnings attributable to Match Group, Inc. shareholders $ 97,640 $ 97,640 $ 84,790 $ 84,790 Denominator Basic weighted average common shares outstanding 250,316 250,316 163,733 163,733 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 18,394 — 8,449 Dilutive weighted average common shares outstanding 250,316 268,710 163,733 172,182 Earnings per share attributable to Match Group, Inc. shareholders: Earnings per share $ 0.39 $ 0.36 $ 0.52 $ 0.49 ________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity and stock options or vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2016 , 0.4 million and 11.2 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015 , all potentially dilutive securities were included in the calculation of diluted earnings per share because they were dilutive. (b) Market-based awards and performance-based stock options ("PSOs") and 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 three and nine months ended September 30, 2016 , 7.1 million market-based awards, PSOs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has two operating segments, Dating and Non-dating, which are also the Company's two reportable segments. The Company’s Chairman, who is the chief operating decision maker, allocates resources and assesses performance at the segment level. Our Dating segment provides dating products and the Company’s Non-dating segment provides a variety of education services including test preparation, academic tutoring and college counseling services. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Revenue: Dating $ 287,530 $ 235,131 $ 823,240 $ 668,228 Non-dating 28,917 33,840 79,609 84,629 Total $ 316,447 $ 268,971 $ 902,849 $ 752,857 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Operating Income (Loss): Dating $ 90,938 $ 59,071 $ 202,624 $ 142,897 Non-dating 816 (715 ) (8,014 ) (16,979 ) Total $ 91,754 $ 58,356 $ 194,610 $ 125,918 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Adjusted EBITDA: Dating $ 107,101 $ 80,323 $ 275,834 $ 185,063 Non-dating 3,607 2,334 (420 ) (5,708 ) Total $ 110,708 $ 82,657 $ 275,414 $ 179,355 Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Revenue United States $ 198,081 $ 183,566 $ 579,051 $ 517,422 All other countries 118,366 85,405 323,798 235,435 Total $ 316,447 $ 268,971 $ 902,849 $ 752,857 The United States is the only country whose revenue is greater than 10 percent of total revenue for the three and nine months ended September 30, 2016 and 2015 . September 30, 2016 December 31, 2015 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 45,952 $ 28,169 All other countries 21,328 19,898 Total $ 67,280 $ 48,067 The only country, other than the United States, with greater than 10 percent of total long-lived assets (excluding goodwill and intangible assets), was France with $14.3 million and $14.5 million as of September 30, 2016 and December 31, 2015 , respectively. The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to Match Group's statement of operations of certain expenses. The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA: Three Months Ended September 30, 2016 Operating Stock-based compensation Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 90,938 $ 10,718 $ 7,192 $ 3,382 $ (5,129 ) $ 107,101 Non-dating 816 427 840 1,524 — 3,607 Total 91,754 $ 11,145 $ 8,032 $ 4,906 $ (5,129 ) $ 110,708 Interest expense—third party (20,751 ) Other income, net 6,045 Earnings before income taxes 77,048 Income tax provision (20,344 ) Net earnings 56,704 Net earnings attributable to redeemable noncontrolling interests (294 ) Net earnings attributable to Match Group, Inc. shareholders $ 56,410 Three Months Ended September 30, 2015 Operating Income (Loss) Stock-based compensation Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 59,071 $ 12,832 $ 4,979 $ 2,686 $ 755 $ 80,323 Non-dating (715 ) 225 1,158 1,666 — 2,334 Total 58,356 $ 13,057 $ 6,137 $ 4,352 $ 755 $ 82,657 Interest expense—related party (2,318 ) Other income, net 1,535 Earnings before income taxes 57,573 Income tax provision (22,136 ) Net earnings 35,437 Net earnings attributable to redeemable noncontrolling interests (178 ) Net earnings attributable to Match Group, Inc. shareholders $ 35,259 Nine Months Ended September 30, 2016 Operating Stock-based compensation Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 202,624 $ 40,810 $ 20,119 $ 15,004 $ (2,723 ) $ 275,834 Non-dating (8,014 ) 531 2,490 4,573 — (420 ) Total 194,610 $ 41,341 $ 22,609 $ 19,577 $ (2,723 ) $ 275,414 Interest expense—third party (61,828 ) Other income, net 4,410 Earnings before income taxes 137,192 Income tax provision (39,168 ) Net earnings 98,024 Net earnings attributable to redeemable noncontrolling interests (384 ) Net earnings attributable to Match Group, Inc. shareholders $ 97,640 Nine Months Ended September 30, 2015 Operating Income (Loss) Stock-based compensation Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 142,897 $ 30,233 $ 14,280 $ 9,132 $ (11,479 ) $ 185,063 Non-dating (16,979 ) 749 5,524 4,998 — (5,708 ) Total 125,918 $ 30,982 $ 19,804 $ 14,130 $ (11,479 ) $ 179,355 Interest expense—related party (6,879 ) Other income, net 8,341 Earnings before income taxes 127,380 Income tax provision (42,632 ) Net earnings 84,748 Net loss attributable to redeemable noncontrolling interests 42 Net earnings attributable to Match Group, Inc. shareholders $ 84,790 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosure of Non-Cash Transactions: The Company recorded acquisition-related contingent consideration liabilities of $27.1 million during the nine months ended September 30, 2015. See Note 5 for additional information on contingent consideration arrangements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Relationship with IAC pre-IPO For periods prior to the IPO, the Company's consolidated and combined statement of operations includes allocations of general and administrative costs, including stock-based compensation expense, related to IAC's accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based on Match Group's revenue as a percentage of IAC's total revenue. Allocated general and administrative costs, inclusive of stock-based compensation expense, were $2.0 million and $5.5 million for the three and nine months ended September 30, 2015 , respectively, and are included in "General and administrative expense" in the accompanying consolidated and combined statement of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had the Company operated as a stand-alone entity. Management considers the allocation method to be reasonable. Relationship with IAC post IPO In connection with the IPO, the Company entered into certain agreements relating to our relationship with IAC after the IPO. These agreements include a master transaction agreement; an investor rights agreement; a tax sharing agreement; a services agreement; an employee matters agreement and a subordinated loan agreement. The Company has entered into certain arrangements with IAC in the ordinary course of business, which have continued post IPO, for: (i) the leasing of office space for certain of our businesses at properties owned by IAC, for which we paid IAC approximately $1.1 million and $3.1 million for the three and nine months ended September 30, 2016 , respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2015 , respectively; and (ii) the subleasing of space in a data center from an IAC subsidiary, for which we paid such IAC subsidiary approximately $0.3 million and $0.9 million for both the three and nine months ended September 30, 2016 and 2015 , respectively. For the three and nine months ended September 30, 2016 , the Company was charged $2.9 million and $8.7 million , respectively, by IAC for services rendered pursuant to a services agreement (including the leasing of office space noted above). This amount was paid in full by the Company at September 30, 2016 . The employee matters agreement provides, among other things, that: (i) with respect to equity awards denominated in shares of certain of the Company’s subsidiaries, IAC may elect to cause such equity awards to be settled in either shares of IAC common stock or Company common stock and, to the extent that shares of IAC common stock are issued in settlement of such equity awards, the Company will reimburse IAC for the cost of such shares of IAC common stock by issuing to IAC additional shares of Company common stock; and (ii) the Company will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees and that IAC may elect to receive payment either in cash or Company common stock. During the nine months ended September 30, 2016 , 0.9 million shares of Company common stock were issued to IAC pursuant to the employee matters agreement; 0.5 million shares were issued as reimbursement for shares of IAC common stock issued in connection with the exercise and settlement of equity awards denominated in shares of a subsidiary of the Company; and 0.4 million shares were issued as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Company employees. |
STREAMLINING OF TECHNOLOGY SYST
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS | STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS The Company is currently in the process of modernizing and streamlining its underlying Dating technology infrastructure that supports both its mobile and desktop platforms, as well as consolidating its European operations from seven principal locations down to three . The project is substantially complete and is expected to be fully completed by the end of 2016 . For the three and nine months ended September 30, 2016 , the Company incurred $0.8 million and $4.3 million in costs related to this project, respectively, compared to $2.5 million and $14.8 million , for three and nine months ended September 30, 2015 , respectively. A summary of the costs incurred, payments made and the related accruals at September 30, 2016 and 2015 is presented below. Nine Months Ended September 30, 2016 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 3,013 $ 564 $ 3,577 Charges incurred 776 3,504 4,280 Payments made (1,833 ) (3,823 ) (5,656 ) Accrual as of September 30 $ 1,956 $ 245 $ 2,201 Nine Months Ended September 30, 2015 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 795 $ 933 $ 1,728 Charges incurred 8,582 6,209 14,791 Payments made (5,152 ) (6,514 ) (11,666 ) Accrual as of September 30 $ 4,225 $ 628 $ 4,853 The costs are allocated as follows in the accompanying consolidated and combined statement of operations: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Cost of revenue $ (8 ) $ 1,006 $ 485 $ 3,306 Selling and marketing expense (77 ) 30 572 1,571 General and administrative expense 132 879 1,497 5,905 Product development expense 713 611 1,726 4,009 Total $ 760 $ 2,526 $ 4,280 $ 14,791 |
THE COMPANY AND SUMMARY OF SI21
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's financial statements were prepared on a consolidated basis beginning October 1, 2015 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization of the entities included in Match Group at the time of the IPO were not completed until October 1, 2015. The preparation of financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements reflect the results of operations and cash flows of Match Group's businesses since their respective dates of acquisition by IAC. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. |
Consolidation | The combined financial statements reflect the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC through the date of the IPO. Management believes the assumptions underlying the historical combined financial statements, including the basis on which expenses have been allocated, are reasonable and that the consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated and combined financial statements should be read in conjunction with the consolidated and combined statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . For the purposes of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis. All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of long-term investments; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; the liabilities for uncertain tax positions; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU 2016-15 are effective for reporting periods beginning after December 15, 2017, including interim periods, and will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable; early adoption is permitted. The Company does not expect the adoption of this standard update to have a material impact on its consolidated financial statements; and is currently evaluating the method and timing of adoption. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payments Accounting (Topic 718). The update is intended to simplify existing guidance on various aspects of the accounting and presentation of employee share-based payments in financial statements, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted. The primary effects of the adoption of ASU 2016-09 on the Company’s results of operations, cash flows and earnings per share will be due to the change in the treatment of the excess tax benefit (deficiency) related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units. The table below illustrates this effect. Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units: Accounting under current GAAP: Accounting following adoption of ASU 2016-09: Statement of operations Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable) Included in the determination of the income tax provision or benefit upon option exercise or share vesting Statement of cash flows Treated as a financing cash flow Treated as an operating cash flow Calculation of fully diluted shares for the determination of earnings per share Included as a component of the assumed proceeds in applying the treasury stock method Excluded from the assumed proceeds in applying the treasury stock method The expected effect of the adoption of ASU 2016-09 for the Company will be to increase reported net earnings (or reduce reported net loss) and increase operating cash flow and basic earnings per share (or reduce reported net loss per share). The number of shares used in the calculation of fully diluted earnings per share will also increase due to the reduction in assumed proceeds under the treasury stock method. The actual effect on fully diluted earnings per share could be an increase or a decrease in any period, which will depend upon the increase in reported earnings and the increase in the number of shares included in the fully diluted earnings per share calculation. The Company will adopt the change in treatment of excess tax benefit (deficiency) as of January 1, 2017 using the modified retrospective approach with the cumulative effect recognized as of the date of initial adoption and will apply the provisions of ASU 2016-09 related to the presentation on the statement of cash flows using the prospective approach. To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016. Reported results under current GAAP Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016 (In thousands, except per share data) Net earnings $ 98,024 $ 124,026 Net earnings attributable to noncontrolling interests 384 384 Net earnings attributable to Match Group, Inc. shareholders 97,640 123,642 Cash flows provided by operating activities 168,902 194,831 Cash flows used in financing activities (1,962 ) (27,891 ) Basic earnings per share $ 0.39 $ 0.49 Fully diluted earnings per share $ 0.36 $ 0.45 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and in August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . Together, this guidance requires that deferred debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets. The Company adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 and applied the provisions retrospectively, resulting in $16.6 million of deferred debt issuance costs being reclassified from other non-current assets to long-term debt, net of current maturities, in the accompanying December 31, 2015 consolidated balance sheet. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU 2014-09 may either be applied retrospectively to each prior period presented or using the modified retrospective approach with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. The Company will adopt this standard using the modified retrospective approach effective January 1, 2018. |
THE COMPANY AND SUMMARY OF SI22
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in the Company’s Reported Results after Giving Pro Forma Effect to ASU 2016-09 | To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016. Reported results under current GAAP Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016 (In thousands, except per share data) Net earnings $ 98,024 $ 124,026 Net earnings attributable to noncontrolling interests 384 384 Net earnings attributable to Match Group, Inc. shareholders 97,640 123,642 Cash flows provided by operating activities 168,902 194,831 Cash flows used in financing activities (1,962 ) (27,891 ) Basic earnings per share $ 0.39 $ 0.49 Fully diluted earnings per share $ 0.36 $ 0.45 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Unaudited Pro Forma Financial Information | For the three and nine months ended September 30, 2015 , pro forma adjustments reflected below include decreases to revenue of $0.6 million and $9.0 million , respectively, related to the write-off of deferred revenue at the date of acquisition and increases of $3.7 million and $12.7 million , respectively in amortization of intangible assets. Three Months Ended September 30, 2015 Nine Months Ended (In thousands, except per share data) Revenue $ 290,730 $ 806,127 Net earnings attributable to Match Group, Inc. shareholders $ 40,451 $ 94,219 Basic earnings per share attributable to Match Group, Inc. shareholders $ 0.19 $ 0.46 Diluted earnings per share attributable to Match Group, Inc. shareholders $ 0.19 $ 0.44 |
FAIR VALUE MEASUREMENTS AND F24
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2016 Quoted Market Significant Other Observable Inputs Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 51,812 $ — $ — $ 51,812 Liabilities: Contingent consideration arrangements $ — $ — $ (29,935 ) $ (29,935 ) December 31, 2015 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 3,649 $ — $ — $ 3,649 Marketable securities: Equity security 11,622 — — 11,622 Total $ 15,271 $ — $ — $ 15,271 Liabilities: Contingent consideration arrangements $ — $ — $ (28,993 ) $ (28,993 ) |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2016 2015 Contingent Consideration Arrangements (In thousands) Balance at July 1 $ (34,732 ) $ (27,240 ) Total net gains (losses): Fair value adjustments 5,129 (755 ) Included in other comprehensive loss (332 ) (578 ) Balance at September 30 $ (29,935 ) $ (28,573 ) Nine Months Ended September 30, 2016 2015 Contingent Consideration Arrangements (In thousands) Balance at January 1 $ (28,993 ) $ (20,615 ) Total net gains (losses): Fair value adjustments 2,723 11,479 Foreign currency exchange gains — 626 Included in other comprehensive (loss) income (5,613 ) 1,539 Fair value at date of acquisition 1,948 (27,112 ) Settlements — 5,510 Balance at September 30 $ (29,935 ) $ (28,573 ) |
Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt $ — $ — $ (40,000 ) $ (39,850 ) Long-term debt, net of current maturities (1,215,546 ) (1,305,437 ) (1,176,871 ) (1,204,548 ) |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: September 30, 2016 December 31, 2015 (In thousands) 6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016 $ 400,000 $ — 6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016 445,172 445,172 Term Loan due November 16, 2022 (a) 390,000 800,000 Total long-term debt 1,235,172 1,245,172 Less: Current maturities of long-term debt — 40,000 Less: Unamortized original issue discount and original issue premium, net 5,100 11,691 Less: Unamortized debt issuance costs 14,526 16,610 Total long-term debt, net of current maturities $ 1,215,546 $ 1,176,871 ________________________ (a) The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes . |
Schedule of Debt Instrument Redemption | Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Year Percentage 2019 104.781 % 2020 103.188 % 2021 101.594 % 2022 and thereafter 100.000 % |
ACCUMULATED OTHER COMPREHENSI26
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings: Three Months Ended September 30, 2016 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at July 1 $ (133,824 ) $ — $ (133,824 ) Other comprehensive income 1,021 — 1,021 Net current period other comprehensive income 1,021 — 1,021 Balance at September 30 $ (132,803 ) $ — $ (132,803 ) Three Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive Loss (In thousands) Balance at July 1 $ (118,802 ) $ 2,730 $ (116,072 ) Other comprehensive loss before reclassifications (9,135 ) (1,802 ) (10,937 ) Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business (2,191 ) — (2,191 ) Net period other comprehensive loss (11,326 ) (1,802 ) (13,128 ) Balance at September 30 $ (130,128 ) $ 928 $ (129,200 ) Nine Months Ended September 30, 2016 Foreign Currency Translation Adjustment Unrealized Gain On Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (139,784 ) $ 2,964 $ (136,820 ) Other comprehensive income before reclassifications 6,981 94 7,075 Gain on sale of available-for-sale security reclassified into earnings — (3,058 ) (3,058 ) Net current period other comprehensive income (loss) 6,981 (2,964 ) 4,017 Balance at September 30 $ (132,803 ) $ — $ (132,803 ) Nine Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized (Loss) Gain On Available-For-Sale Security Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (76,800 ) $ (1,248 ) $ (78,048 ) Other comprehensive (loss) income before reclassifications (51,137 ) 2,176 (48,961 ) Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business (2,191 ) — (2,191 ) Net period other comprehensive (loss) income (53,328 ) 2,176 (51,152 ) Balance at September 30 $ (130,128 ) $ 928 $ (129,200 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share | The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended September 30, 2016 2015 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 56,704 $ 56,704 $ 35,437 $ 35,437 Net earnings attributable to redeemable noncontrolling interests (294 ) (294 ) (178 ) (178 ) Net earnings attributable to Match Group, Inc. shareholders $ 56,410 $ 56,410 $ 35,259 $ 35,259 Denominator Basic weighted average common shares outstanding 253,176 253,176 168,313 168,313 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 16,848 — 8,046 Dilutive weighted average common shares outstanding 253,176 270,024 168,313 176,359 Earnings per share attributable to Match Group, Inc. shareholders: Earnings per share $ 0.22 $ 0.21 $ 0.21 $ 0.20 Nine Months Ended September 30, 2016 2015 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 98,024 $ 98,024 $ 84,748 $ 84,748 Net (earnings) loss attributable to redeemable noncontrolling interests (384 ) (384 ) 42 42 Net earnings attributable to Match Group, Inc. shareholders $ 97,640 $ 97,640 $ 84,790 $ 84,790 Denominator Basic weighted average common shares outstanding 250,316 250,316 163,733 163,733 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 18,394 — 8,449 Dilutive weighted average common shares outstanding 250,316 268,710 163,733 172,182 Earnings per share attributable to Match Group, Inc. shareholders: Earnings per share $ 0.39 $ 0.36 $ 0.52 $ 0.49 ________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity and stock options or vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2016 , 0.4 million and 11.2 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015 , all potentially dilutive securities were included in the calculation of diluted earnings per share because they were dilutive. (b) Market-based awards and performance-based stock options ("PSOs") and 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 three and nine months ended September 30, 2016 , 7.1 million market-based awards, PSOs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company has two operating segments, Dating and Non-dating, which are also the Company's two reportable segments. The Company’s Chairman, who is the chief operating decision maker, allocates resources and assesses performance at the segment level. Our Dating segment provides dating products and the Company’s Non-dating segment provides a variety of education services including test preparation, academic tutoring and college counseling services. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Revenue: Dating $ 287,530 $ 235,131 $ 823,240 $ 668,228 Non-dating 28,917 33,840 79,609 84,629 Total $ 316,447 $ 268,971 $ 902,849 $ 752,857 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Operating Income (Loss): Dating $ 90,938 $ 59,071 $ 202,624 $ 142,897 Non-dating 816 (715 ) (8,014 ) (16,979 ) Total $ 91,754 $ 58,356 $ 194,610 $ 125,918 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Adjusted EBITDA: Dating $ 107,101 $ 80,323 $ 275,834 $ 185,063 Non-dating 3,607 2,334 (420 ) (5,708 ) Total $ 110,708 $ 82,657 $ 275,414 $ 179,355 |
Schedule of Revenue and Long-lived Assets | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Revenue United States $ 198,081 $ 183,566 $ 579,051 $ 517,422 All other countries 118,366 85,405 323,798 235,435 Total $ 316,447 $ 268,971 $ 902,849 $ 752,857 The United States is the only country whose revenue is greater than 10 percent of total revenue for the three and nine months ended September 30, 2016 and 2015 . September 30, 2016 December 31, 2015 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 45,952 $ 28,169 All other countries 21,328 19,898 Total $ 67,280 $ 48,067 |
Schedule of Reconciliation of Adjusted EBITDA to Operating Income (Loss) | The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA: Three Months Ended September 30, 2016 Operating Stock-based compensation Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 90,938 $ 10,718 $ 7,192 $ 3,382 $ (5,129 ) $ 107,101 Non-dating 816 427 840 1,524 — 3,607 Total 91,754 $ 11,145 $ 8,032 $ 4,906 $ (5,129 ) $ 110,708 Interest expense—third party (20,751 ) Other income, net 6,045 Earnings before income taxes 77,048 Income tax provision (20,344 ) Net earnings 56,704 Net earnings attributable to redeemable noncontrolling interests (294 ) Net earnings attributable to Match Group, Inc. shareholders $ 56,410 Three Months Ended September 30, 2015 Operating Income (Loss) Stock-based compensation Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 59,071 $ 12,832 $ 4,979 $ 2,686 $ 755 $ 80,323 Non-dating (715 ) 225 1,158 1,666 — 2,334 Total 58,356 $ 13,057 $ 6,137 $ 4,352 $ 755 $ 82,657 Interest expense—related party (2,318 ) Other income, net 1,535 Earnings before income taxes 57,573 Income tax provision (22,136 ) Net earnings 35,437 Net earnings attributable to redeemable noncontrolling interests (178 ) Net earnings attributable to Match Group, Inc. shareholders $ 35,259 Nine Months Ended September 30, 2016 Operating Stock-based compensation Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 202,624 $ 40,810 $ 20,119 $ 15,004 $ (2,723 ) $ 275,834 Non-dating (8,014 ) 531 2,490 4,573 — (420 ) Total 194,610 $ 41,341 $ 22,609 $ 19,577 $ (2,723 ) $ 275,414 Interest expense—third party (61,828 ) Other income, net 4,410 Earnings before income taxes 137,192 Income tax provision (39,168 ) Net earnings 98,024 Net earnings attributable to redeemable noncontrolling interests (384 ) Net earnings attributable to Match Group, Inc. shareholders $ 97,640 Nine Months Ended September 30, 2015 Operating Income (Loss) Stock-based compensation Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Dating $ 142,897 $ 30,233 $ 14,280 $ 9,132 $ (11,479 ) $ 185,063 Non-dating (16,979 ) 749 5,524 4,998 — (5,708 ) Total 125,918 $ 30,982 $ 19,804 $ 14,130 $ (11,479 ) $ 179,355 Interest expense—related party (6,879 ) Other income, net 8,341 Earnings before income taxes 127,380 Income tax provision (42,632 ) Net earnings 84,748 Net loss attributable to redeemable noncontrolling interests 42 Net earnings attributable to Match Group, Inc. shareholders $ 84,790 |
STREAMLINING OF TECHNOLOGY SY29
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | A summary of the costs incurred, payments made and the related accruals at September 30, 2016 and 2015 is presented below. Nine Months Ended September 30, 2016 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 3,013 $ 564 $ 3,577 Charges incurred 776 3,504 4,280 Payments made (1,833 ) (3,823 ) (5,656 ) Accrual as of September 30 $ 1,956 $ 245 $ 2,201 Nine Months Ended September 30, 2015 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 795 $ 933 $ 1,728 Charges incurred 8,582 6,209 14,791 Payments made (5,152 ) (6,514 ) (11,666 ) Accrual as of September 30 $ 4,225 $ 628 $ 4,853 |
Schedule of Restructuring Reserve by Costs in the Statement of Operations | The costs are allocated as follows in the accompanying consolidated and combined statement of operations: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Cost of revenue $ (8 ) $ 1,006 $ 485 $ 3,306 Selling and marketing expense (77 ) 30 572 1,571 General and administrative expense 132 879 1,497 5,905 Product development expense 713 611 1,726 4,009 Total $ 760 $ 2,526 $ 4,280 $ 14,791 |
THE COMPANY AND SUMMARY OF SI30
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 24, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)segmentlanguagecountrybrand | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of dating brands (more than) | brand | 45 | ||
Number of languages where products are available | language | 38 | ||
Number of countries where products are available (more than) | country | 190 | ||
Number of operating segments | segment | 2 | ||
Class of Stock | |||
Increase (decrease) in debt issuance costs from reclassification | $ 14,526 | $ 16,610 | |
Accounting Standards Update 2015-03 | Other non-current assets | |||
Class of Stock | |||
Increase (decrease) in debt issuance costs from reclassification | (16,600) | ||
Accounting Standards Update 2015-03 | Long-term debt | |||
Class of Stock | |||
Increase (decrease) in debt issuance costs from reclassification | $ 16,600 | ||
IAC | Match Group, Inc. | |||
Class of Stock | |||
Percentage of ownership | 82.80% | ||
Percentage of voting rights held | 98.00% | ||
IPO | Common Stock | |||
Class of Stock | |||
Common stock, issued shares (in shares) | shares | 38.3 | ||
Offering price (in usd per share) | $ / shares | $ 12 | ||
Net proceeds from initial public offering | $ 428,300 |
THE COMPANY AND SUMMARY OF SI31
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in the Company's Reported Results Assuming Adoption of ASU 2016-09 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016 | ||||
Net earnings | $ 56,704 | $ 35,437 | $ 98,024 | $ 84,748 |
Net earnings attributable to noncontrolling interests | 294 | 178 | 384 | (42) |
Net earnings attributable to Match Group, Inc. shareholders | $ 56,410 | $ 35,259 | 97,640 | 84,790 |
Cash flows provided by operating activities | 168,902 | 126,241 | ||
Cash flows used in financing activities | $ (1,962) | $ 101,163 | ||
Basic earnings per share (in usd per share) | $ 0.22 | $ 0.21 | $ 0.39 | $ 0.52 |
Fully diluted earnings per share (in usd per share) | $ 0.21 | $ 0.20 | $ 0.36 | $ 0.49 |
ASU 2016-09 | Pro Forma | ||||
Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016 | ||||
Net earnings | $ 124,026 | |||
Net earnings attributable to noncontrolling interests | 384 | |||
Net earnings attributable to Match Group, Inc. shareholders | 123,642 | |||
Cash flows provided by operating activities | 194,831 | |||
Cash flows used in financing activities | $ (27,891) | |||
Basic earnings per share (in usd per share) | $ 0.49 | |||
Fully diluted earnings per share (in usd per share) | $ 0.45 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Contingency | |||||
Income tax provision | $ 20,344 | $ 22,136 | $ 39,168 | $ 42,632 | |
Effective income tax rate | 26.00% | 38.00% | 29.00% | 33.00% | |
Statutory rate | 35.00% | 35.00% | 35.00% | ||
Interest on income taxes accrued | $ 1,400 | $ 1,400 | $ 1,300 | ||
Income tax penalties accrued | 1,700 | 1,700 | 1,800 | ||
Unrecognized tax benefits including interest accrued | 24,700 | 24,700 | 26,200 | ||
Unrecognized tax benefits that would reduce income tax expense | 24,300 | 24,300 | 25,800 | ||
Decrease in unrecognized tax benefits unrelated to Federal income taxes statute of limitations expiring within twelve months of current reporting period | 6,800 | 6,800 | |||
IAC | |||||
Income Tax Contingency | |||||
Unrecognized tax benefits including interest accrued | $ 15,700 | $ 15,700 | $ 16,400 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - PlentyOfFish - USD ($) $ in Millions | Oct. 28, 2015 | Jun. 30, 2016 |
Business Acquisition | ||
Cash acquisition price | $ 574.1 | |
Working capital adjustment | $ 0.9 |
BUSINESS COMBINATION - SCHEDULE
BUSINESS COMBINATION - SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||||
Decrease to revenue related to write-off of deferred revenue | $ (316,447) | $ (268,971) | $ (902,849) | $ (752,857) |
Increase in amortization of intangible assets | $ 4,906 | 4,352 | $ 19,577 | 14,130 |
Revenue | 290,730 | 806,127 | ||
Net earnings attributable to Match Group, Inc. shareholders | $ 40,451 | $ 94,219 | ||
Basic earnings per share attributable to Match Group, Inc. shareholders (in usd per share) | $ 0.19 | $ 0.46 | ||
Diluted earnings per share attributable to Match Group, Inc. shareholders (in usd per share) | $ 0.19 | $ 0.44 | ||
Acquisition-related costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||||
Decrease to revenue related to write-off of deferred revenue | $ 600 | $ 9,000 | ||
Increase in amortization of intangible assets | $ 3,700 | $ 12,700 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Long-term Investments [Abstract] | ||
Amortized cost of marketable securities | $ 8.7 | |
Gross unrealized gains | $ 3 | |
Proceeds from the sale of available-for-sale marketable securities | $ 11.7 | |
Gross realized gains from sale of available-for-sale marketable securities | $ 3.1 |
FAIR VALUE MEASUREMENTS AND F36
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - SCHEDULES OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Marketable securities | $ 0 | $ 11,622 |
Fair Value on a Recurring Basis | ||
Assets: | ||
Total | 15,271 | |
Liabilities: | ||
Contingent consideration arrangements | (29,935) | (28,993) |
Fair Value on a Recurring Basis | Money market funds | ||
Assets: | ||
Cash equivalents | 51,812 | 3,649 |
Fair Value on a Recurring Basis | Equity security | ||
Assets: | ||
Marketable securities | 11,622 | |
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total | 15,271 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 51,812 | 3,649 |
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Equity security | ||
Assets: | ||
Marketable securities | 11,622 | |
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total | 0 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Equity security | ||
Assets: | ||
Marketable securities | 0 | |
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total | 0 | |
Liabilities: | ||
Contingent consideration arrangements | (29,935) | (28,993) |
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | $ 0 | 0 |
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Equity security | ||
Assets: | ||
Marketable securities | $ 0 |
FAIR VALUE MEASUREMENTS AND F37
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - SCHEDULE OF CHANGE IN LEVEL 3 ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Fair value at date of acquisition | $ (27,100) | |||
Contingent Consideration Arrangements | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ||||
Balance at beginning of the period | $ (34,732) | $ (27,240) | $ (28,993) | (20,615) |
Fair value adjustments | 5,129 | (755) | 2,723 | 11,479 |
Foreign currency exchange gains | 0 | 626 | ||
Included in other comprehensive (loss) income | (332) | (578) | (5,613) | 1,539 |
Fair value at date of acquisition | 1,948 | (27,112) | ||
Settlements | 0 | 5,510 | ||
Balance at end of the period | $ (29,935) | $ (28,573) | $ (29,935) | $ (28,573) |
FAIR VALUE MEASUREMENTS AND F38
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2016USD ($)arrangement | Dec. 31, 2015USD ($)arrangement | |
Contingent Consideration Arrangements | ||
Number of contingent consideration arrangements related to business acquisitions | arrangement | 5 | |
Number of contingent consideration arrangements expected to make payments on | arrangement | 2 | |
Number of contingent consideration arrangements which are long-term in nature | arrangement | 2 | 1 |
Assets measured at fair value on a nonrecurring basis | ||
Cost method investments | $ 55.4 | $ 55.6 |
Contingent Consideration Arrangements | ||
Contingent Consideration Arrangements | ||
Contingent consideration payments maximum | 97.6 | |
Fair value of contingent consideration | $ 29.9 | |
Discount rate | 12.00% | |
Accrued expenses and other current liabilities | Contingent Consideration Arrangements | ||
Contingent Consideration Arrangements | ||
Fair value of contingent consideration | $ 29.7 | 0 |
Other long-term liabilities | Contingent Consideration Arrangements | ||
Contingent Consideration Arrangements | ||
Fair value of contingent consideration | $ 0.2 | $ 29 |
FAIR VALUE MEASUREMENTS AND F39
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - CARRYING VALUE AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Carrying Value | Current maturities of long-term debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | $ 0 | $ (40,000) |
Carrying Value | Long-term debt, net of current maturities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | (1,215,546) | (1,176,871) |
Fair Value | Current maturities of long-term debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | 0 | (39,850) |
Fair Value | Long-term debt, net of current maturities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | $ (1,305,437) | $ (1,204,548) |
LONG-TERM DEBT - SCHEDULE OF LO
LONG-TERM DEBT - SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Long-term Debt | ||
Total long-term debt | $ 1,235,172 | $ 1,245,172 |
Less: Current maturities of long-term debt | 0 | 40,000 |
Less: Unamortized original issue discount and original issue premium, net | 5,100 | 11,691 |
Less: Unamortized debt issuance costs | 14,526 | 16,610 |
Long-term debt, net of current maturities | 1,215,546 | 1,176,871 |
6.375% Senior Notes due June 1, 2024 | ||
Long-term Debt | ||
Senior notes | $ 400,000 | 0 |
Stated interest rate (as a percent) | 6.375% | |
6.75% Senior Notes, due December 15, 2022 | ||
Long-term Debt | ||
Senior notes | $ 445,172 | $ 445,172 |
Stated interest rate (as a percent) | 6.75% | 6.75% |
Term Loan due November 16, 2022 | ||
Long-term Debt | ||
Term loan | $ 390,000 | $ 800,000 |
Number of days prior to maturity date | 91 days |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Jun. 01, 2016USD ($) | Mar. 31, 2016USD ($) | Nov. 16, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Long-term Debt | ||||||
Principal payment | $ 410,000,000 | $ 0 | ||||
Revolving Credit Facility | ||||||
Long-term Debt | ||||||
Maximum borrowing capacity | 500,000,000 | |||||
Outstanding borrowings under the Credit Facility | $ 0 | $ 0 | ||||
Annual commitment fee (as a percent) | 0.30% | |||||
Revolving Credit Facility | Minimum | ||||||
Long-term Debt | ||||||
Minimum interest coverage ratio | 2.5 | |||||
Revolving Credit Facility | Maximum | ||||||
Long-term Debt | ||||||
Maximum leverage ratio | 5 | |||||
6.375% Senior Notes due June 1, 2024 | ||||||
Long-term Debt | ||||||
Stated interest rate (as a percent) | 6.375% | |||||
Senior Notes | Maximum | ||||||
Long-term Debt | ||||||
Maximum leverage ratio | 5 | |||||
Senior Notes | 6.375% Senior Notes due June 1, 2024 | ||||||
Long-term Debt | ||||||
Aggregate principal of debt instrument | $ 400,000,000 | |||||
Senior Notes | 4.75% Senior Notes, due December 15, 2022 | IAC | ||||||
Long-term Debt | ||||||
Stated interest rate (as a percent) | 4.75% | |||||
Senior Notes | 4.875% Senior Notes, due November 30, 2018 | IAC | ||||||
Long-term Debt | ||||||
Stated interest rate (as a percent) | 4.875% | |||||
Term Loan | Term Loan | Revolving Credit Facility | ||||||
Long-term Debt | ||||||
Aggregate principal of debt instrument | $ 800,000,000 | |||||
Principal payment | $ 400,000,000 | $ 10,000,000 | ||||
Final principal payment | $ 390,000,000 | |||||
Term Loan | Term Loan | Revolving Credit Facility | Base Rate | Minimum | ||||||
Long-term Debt | ||||||
Basis spread on variable rate (as a percent) | 3.50% | |||||
Term Loan | Term Loan | Revolving Credit Facility | Base Rate | Maximum | ||||||
Long-term Debt | ||||||
Basis spread on variable rate (as a percent) | 4.50% | |||||
Term Loan | Term Loan | Revolving Credit Facility | LIBOR | ||||||
Long-term Debt | ||||||
Variable rate floor (as a percent) | 1.00% |
LONG-TERM DEBT - SCHEDULE OF DE
LONG-TERM DEBT - SCHEDULE OF DEBT INSTRUMENT REDEMPTION (Details) - Senior Notes - 6.375% Senior Notes due June 1, 2024 | 9 Months Ended |
Sep. 30, 2016 | |
2,019 | |
Long-term Debt | |
Redemption percentage | 104.781% |
2,020 | |
Long-term Debt | |
Redemption percentage | 103.188% |
2,021 | |
Long-term Debt | |
Redemption percentage | 101.594% |
2022 and thereafter | |
Long-term Debt | |
Redemption percentage | 100.00% |
ACCUMULATED OTHER COMPREHENSI43
ACCUMULATED OTHER COMPREHENSIVE LOSS - SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Loss | ||||
Total other comprehensive income (loss) | $ 1,086,000 | $ (13,120,000) | $ 4,081,000 | $ (51,345,000) |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at the beginning of the period | (133,824,000) | (118,802,000) | (139,784,000) | (76,800,000) |
Other comprehensive (loss) income before reclassifications | 1,021,000 | (9,135,000) | 6,981,000 | (51,137,000) |
Amounts reclassified to earnings | (2,191,000) | 0 | (2,191,000) | |
Total other comprehensive income (loss) | 1,021,000 | (11,326,000) | 6,981,000 | (53,328,000) |
Balance at the end of the period | (132,803,000) | (130,128,000) | (132,803,000) | (130,128,000) |
Unrealized Gain On Available-For-Sale Security | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at the beginning of the period | 0 | 2,730,000 | 2,964,000 | (1,248,000) |
Other comprehensive (loss) income before reclassifications | 0 | (1,802,000) | 94,000 | 2,176,000 |
Amounts reclassified to earnings | 0 | (3,058,000) | 0 | |
Total other comprehensive income (loss) | 0 | (1,802,000) | (2,964,000) | 2,176,000 |
Balance at the end of the period | 0 | 928,000 | 0 | 928,000 |
Accumulated Other Comprehensive (Loss) Income | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at the beginning of the period | (133,824,000) | (116,072,000) | (136,820,000) | (78,048,000) |
Other comprehensive (loss) income before reclassifications | 1,021,000 | (10,937,000) | 7,075,000 | (48,961,000) |
Amounts reclassified to earnings | (2,191,000) | (3,058,000) | (2,191,000) | |
Total other comprehensive income (loss) | 1,021,000 | (13,128,000) | 4,017,000 | (51,152,000) |
Balance at the end of the period | (132,803,000) | (129,200,000) | (132,803,000) | (129,200,000) |
Tax benefit or provision in AOCI | $ 0 | $ 0 | $ 0 | $ 0 |
EARNINGS PER SHARE - COMPUTATIO
EARNINGS PER SHARE - COMPUTATION OF BASIC AND DILUTED EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: Basic | ||||
Net earnings | $ 56,704 | $ 35,437 | $ 98,024 | $ 84,748 |
Net (earnings) loss attributable to redeemable noncontrolling interests | (294) | (178) | (384) | 42 |
Net earnings attributable to Match Group, Inc. shareholders | 56,410 | 35,259 | 97,640 | 84,790 |
Numerator: Diluted | ||||
Net earnings | 56,704 | 35,437 | 98,024 | 84,748 |
Net (earnings) loss attributable to redeemable noncontrolling interests | (294) | (178) | (384) | 42 |
Net earnings attributable to Match Group, Inc. shareholders | $ 56,410 | $ 35,259 | $ 97,640 | $ 84,790 |
Denominator: Basic | ||||
Weighted average shares outstanding - basic (in shares) | 253,176 | 168,313 | 250,316 | 163,733 |
Denominator: Diluted | ||||
Weighted average shares outstanding - basic (in shares) | 253,176 | 168,313 | 250,316 | 163,733 |
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (in shares) | 16,848 | 8,046 | 18,394 | 8,449 |
Dilutive weighted average common shares outstanding (in shares) | 270,024 | 176,359 | 268,710 | 172,182 |
Earnings per share attributable to Match Group, Inc. shareholders: | ||||
Basic (in usd per share) | $ 0.22 | $ 0.21 | $ 0.39 | $ 0.52 |
Diluted (in usd per share) | $ 0.21 | $ 0.20 | $ 0.36 | $ 0.49 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 400 | 11,200 | ||
Performance-based Stock Units (PSU) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 7,100 | 7,100 |
SEGMENT INFORMATION - SCHEDULE
SEGMENT INFORMATION - SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Segment Reporting Information | ||||
Revenue | $ 316,447 | $ 268,971 | $ 902,849 | $ 752,857 |
Operating Income (Loss) | 91,754 | 58,356 | 194,610 | 125,918 |
Adjusted EBITDA | 110,708 | 82,657 | 275,414 | 179,355 |
Operating Segments | Dating | ||||
Segment Reporting Information | ||||
Revenue | 287,530 | 235,131 | 823,240 | 668,228 |
Operating Income (Loss) | 90,938 | 59,071 | 202,624 | 142,897 |
Adjusted EBITDA | 107,101 | 80,323 | 275,834 | 185,063 |
Operating Segments | Non-dating | ||||
Segment Reporting Information | ||||
Revenue | 28,917 | 33,840 | 79,609 | 84,629 |
Operating Income (Loss) | 816 | (715) | (8,014) | (16,979) |
Adjusted EBITDA | $ 3,607 | $ 2,334 | $ (420) | $ (5,708) |
SEGMENT INFORMATION - SCHEDUL46
SEGMENT INFORMATION - SCHEDULE OF REVENUE AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenue and Long-lived Assets by Geography | |||||
Revenue | $ 316,447 | $ 268,971 | $ 902,849 | $ 752,857 | |
Long-lived assets (excluding goodwill and intangible assets) | 67,280 | 67,280 | $ 48,067 | ||
United States | |||||
Revenue and Long-lived Assets by Geography | |||||
Revenue | 198,081 | 183,566 | 579,051 | 517,422 | |
Long-lived assets (excluding goodwill and intangible assets) | 45,952 | 45,952 | 28,169 | ||
All Other Countries | |||||
Revenue and Long-lived Assets by Geography | |||||
Revenue | 118,366 | $ 85,405 | 323,798 | $ 235,435 | |
Long-lived assets (excluding goodwill and intangible assets) | 21,328 | 21,328 | 19,898 | ||
France | Geographic Concentration Risk | Long-lived Assets (excluding goodwill and intangible assets) | |||||
Revenue and Long-lived Assets by Geography | |||||
Long-lived assets (excluding goodwill and intangible assets) | $ 14,300 | $ 14,300 | $ 14,500 |
SEGMENT INFORMATION - SCHEDUL47
SEGMENT INFORMATION - SCHEDULE OF RECONCILIATION OF ADJUSTED EBITDA TO OPERATING INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting, Other Significant Reconciling Item | ||||
Operating income | $ 91,754 | $ 58,356 | $ 194,610 | $ 125,918 |
Stock-based compensation | 11,145 | 13,057 | 41,341 | 30,982 |
Depreciation | 8,032 | 6,137 | 22,609 | 19,804 |
Amortization of intangibles | 4,906 | 4,352 | 19,577 | 14,130 |
Acquisition-related Contingent Consideration Fair Value Adjustments | (5,129) | 755 | (2,723) | (11,479) |
Adjusted EBITDA | 110,708 | 82,657 | 275,414 | 179,355 |
Interest expense—third party | (20,751) | 0 | (61,828) | 0 |
Interest expense—related party | 0 | (2,318) | 0 | (6,879) |
Other income, net | 6,045 | 1,535 | 4,410 | 8,341 |
Earnings before income taxes | 77,048 | 57,573 | 137,192 | 127,380 |
Income tax provision | (20,344) | (22,136) | (39,168) | (42,632) |
Net earnings | 56,704 | 35,437 | 98,024 | 84,748 |
Net (earnings) loss attributable to redeemable noncontrolling interests | (294) | (178) | (384) | 42 |
Net earnings attributable to Match Group, Inc. shareholders | 56,410 | 35,259 | 97,640 | 84,790 |
Operating Segments | Dating | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating income | 90,938 | 59,071 | 202,624 | 142,897 |
Stock-based compensation | 10,718 | 12,832 | 40,810 | 30,233 |
Depreciation | 7,192 | 4,979 | 20,119 | 14,280 |
Amortization of intangibles | 3,382 | 2,686 | 15,004 | 9,132 |
Acquisition-related Contingent Consideration Fair Value Adjustments | (5,129) | 755 | (2,723) | (11,479) |
Adjusted EBITDA | 107,101 | 80,323 | 275,834 | 185,063 |
Operating Segments | Non-dating | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating income | 816 | (715) | (8,014) | (16,979) |
Stock-based compensation | 427 | 225 | 531 | 749 |
Depreciation | 840 | 1,158 | 2,490 | 5,524 |
Amortization of intangibles | 1,524 | 1,666 | 4,573 | 4,998 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | $ 3,607 | $ 2,334 | $ (420) | $ (5,708) |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2016lawsuit | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum number of lawsuits that could have material impact on the liquidity, results of operations, or financial condition | 1 |
SUPPLEMENTAL CASH FLOW INFORM49
SUPPLEMENTAL CASH FLOW INFORMATION (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Supplemental Cash Flow Elements [Abstract] | |
Acquisition-related contingent consideration | $ 27.1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - IAC - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
IAC | ||||
Related Party Transaction | ||||
Allocated general and administrative costs | $ 2 | $ 5.5 | ||
IAC | Leased Office Space | ||||
Related Party Transaction | ||||
Amount of related party transaction | $ 1.1 | 0.4 | $ 3.1 | 1.1 |
IAC | Service Agreement | ||||
Related Party Transaction | ||||
Amount of related party transaction | 2.9 | $ 8.7 | ||
IAC | Employee Matters Agreement | ||||
Related Party Transaction | ||||
Common stock issued (in shares) | 0.9 | |||
IAC | Reimbursement for Shares of IAC Common Stock Issued in Connection with Exercise and Settlement of Equity Awards Denominated in Shares of a Subsidiary of the Company | ||||
Related Party Transaction | ||||
Common stock issued (in shares) | 0.5 | |||
IAC | Reimbursement for Shares of IAC Common Stock Issued in Connection with Exercise and Vesting of IAC Equity Awards Held by Company Employees | ||||
Related Party Transaction | ||||
Common stock issued (in shares) | 0.4 | |||
IAC Subsidiary | Leased Data Center Space | ||||
Related Party Transaction | ||||
Amount of related party transaction | $ 0.3 | $ 0.3 | $ 0.9 | $ 0.9 |
STREAMLINING OF TECHNOLOGY SY51
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - SCHEDULE OF RESTRUCTURING RESERVE BY TYPE OF COST (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)entity | Sep. 30, 2015USD ($) | |
Restructuring Reserve | ||||
Charges incurred | $ 760 | $ 2,526 | $ 4,280 | $ 14,791 |
Operating Segments | Dating | ||||
Restructuring Reserve | ||||
Balance at beginning of the period | 3,577 | 1,728 | ||
Charges incurred | 4,280 | 14,791 | ||
Payments made | (5,656) | (11,666) | ||
Balance at end of the period | 2,201 | 4,853 | 2,201 | 4,853 |
Operating Segments | Dating | Severance | ||||
Restructuring Reserve | ||||
Balance at beginning of the period | 3,013 | 795 | ||
Charges incurred | 776 | 8,582 | ||
Payments made | (1,833) | (5,152) | ||
Balance at end of the period | 1,956 | 4,225 | 1,956 | 4,225 |
Operating Segments | Dating | Professional Fees & Other | ||||
Restructuring Reserve | ||||
Balance at beginning of the period | 564 | 933 | ||
Charges incurred | 3,504 | 6,209 | ||
Payments made | (3,823) | (6,514) | ||
Balance at end of the period | $ 245 | $ 628 | $ 245 | $ 628 |
Europe | ||||
Restructuring Cost and Reserve | ||||
Current number of principal operations locations | entity | 7 | |||
Proposed number of principal operations locations | entity | 3 |
STREAMLINING OF TECHNOLOGY SY52
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - SCHEDULE OF RESTRUCTURING RESERVE BY COSTS IN THE STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve | ||||
Charges incurred | $ 760 | $ 2,526 | $ 4,280 | $ 14,791 |
Cost of revenue | ||||
Restructuring Cost and Reserve | ||||
Charges incurred | (8) | 1,006 | 485 | 3,306 |
Selling and marketing expense | ||||
Restructuring Cost and Reserve | ||||
Charges incurred | (77) | 30 | 572 | 1,571 |
General and administrative expense | ||||
Restructuring Cost and Reserve | ||||
Charges incurred | 132 | 879 | 1,497 | 5,905 |
Product development expense | ||||
Restructuring Cost and Reserve | ||||
Charges incurred | $ 713 | $ 611 | $ 1,726 | $ 4,009 |