Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Entity Registrant Name | Match Group, Inc. | |
Entity Central Index Key | 1,575,189 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 48,433,964 | |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 436,187 | $ 253,651 |
Accounts receivable, net of allowance of $952 and $676, respectively | 72,668 | 63,853 |
Assets of a business held for sale | 0 | 133,272 |
Other current assets | 47,223 | 39,618 |
Total current assets | 556,078 | 490,394 |
Property and equipment, net of accumulated depreciation and amortization of $77,188 and $70,667, respectively | 61,729 | 62,954 |
Goodwill | 1,220,188 | 1,206,447 |
Intangible assets, net of accumulated amortization of $9,957 and $9,350, respectively | 221,109 | 217,682 |
Long-term investments | 53,061 | 55,355 |
Other non-current assets | 17,860 | 15,846 |
TOTAL ASSETS | 2,130,025 | 2,048,678 |
LIABILITIES | ||
Accounts payable | 28,971 | 7,357 |
Deferred revenue | 172,947 | 161,124 |
Liabilities of a business held for sale | 0 | 37,058 |
Accrued expenses and other current liabilities | 122,924 | 108,720 |
Total current liabilities | 324,842 | 314,259 |
Long-term debt | 1,177,241 | 1,176,493 |
Income taxes payable | 8,630 | 9,126 |
Deferred income taxes | 26,880 | 25,339 |
Other long-term liabilities | 28,656 | 20,877 |
Redeemable noncontrolling interests | 5,950 | 6,062 |
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 | 512,541 | 490,587 |
Retained earnings | 202,116 | 182,063 |
Accumulated other comprehensive loss | (157,088) | (176,384) |
Total Match Group, Inc. shareholders' equity | 557,826 | 496,522 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,130,025 | 2,048,678 |
Common Stock | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 47 | 46 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance | $ 952 | $ 676 |
Property and equipment accumulated depreciation and amortization | 77,188 | 70,667 |
Intangible assets accumulated amortization | $ 9,957 | $ 9,350 |
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) | 46,722,347 | 45,797,402 |
Common Stock, outstanding shares (in shares) | 46,722,347 | 45,797,402 |
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 STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 298,764 | $ 260,401 |
Operating costs and expenses: | ||
Cost of revenue (exclusive of depreciation shown separately below) | 58,848 | 43,768 |
Selling and marketing expense | 107,123 | 109,504 |
General and administrative expense | 43,910 | 39,024 |
Product development expense | 22,020 | 21,440 |
Depreciation | 7,589 | 5,751 |
Amortization of intangibles | 403 | 6,728 |
Total operating costs and expenses | 239,893 | 226,215 |
Operating income | 58,871 | 34,186 |
Interest expense | (18,950) | (20,404) |
Other (expense) income, net | (5,978) | 3,584 |
Earnings from continuing operations, before tax | 33,943 | 17,366 |
Income tax provision | (9,388) | (6,758) |
Net earnings from continuing operations | 24,555 | 10,608 |
Loss from discontinued operations, net of tax | (4,491) | (3,389) |
Net earnings | 20,064 | 7,219 |
Net earnings attributable to redeemable noncontrolling interests | (11) | (67) |
Net earnings attributable to Match Group, Inc. shareholders | $ 20,053 | $ 7,152 |
Net earnings per share from continuing operations: | ||
Basic, from continuing operations (in usd per share) | $ 0.10 | $ 0.04 |
Diluted, from continuing operations (in usd per share) | 0.08 | 0.04 |
Net earnings per share attributable to Match Group, Inc. shareholders: | ||
Basic (in usd per share) | 0.08 | 0.03 |
Diluted (in usd per share) | $ 0.07 | $ 0.03 |
Stock-based compensation expense by function: | ||
Stock-based compensation expense | $ 18,024 | $ 17,448 |
Cost of revenue | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 389 | 402 |
Selling and marketing expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 1,081 | 930 |
General and administrative expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 12,816 | 10,162 |
Product development expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | $ 3,738 | $ 5,954 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 20,064 | $ 7,219 | |
Other comprehensive income, net of tax | |||
Change in foreign currency translation adjustment | [1] | 19,173 | 7,487 |
Total other comprehensive income | 19,173 | 7,487 | |
Comprehensive income | 39,237 | 14,706 | |
Comprehensive loss (income) attributable to redeemable noncontrolling interests | 112 | (64) | |
Comprehensive income attributable to Match Group, Inc. shareholders | $ 39,349 | $ 14,642 | |
[1] | The three months ended March 31, 2017 includes amounts reclassified out of other comprehensive income into earnings. See "Note 6—Accumulated Other Comprehensive Loss" for additional information. |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interest | Common StockCommon Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Shareholders' Equity |
Balance at beginning of period at Dec. 31, 2015 | $ (136,820) | |||||||
Balance at end of period at Mar. 31, 2016 | (129,330) | |||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||
Net earnings for period | $ 67 | |||||||
Balance at beginning of period at Dec. 31, 2016 | $ 46 | $ 210 | $ 490,587 | $ 182,063 | (176,384) | $ 496,522 | ||
Balance at beginning of period (in shares) at Dec. 31, 2016 | 45,797 | 209,919 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings for period | 20,053 | 20,053 | ||||||
Other comprehensive (loss) income, net of tax | 19,296 | 19,296 | 19,296 | |||||
Stock-based compensation expense | 15,298 | 15,298 | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | $ 1 | 6,656 | 6,657 | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares) | 553 | |||||||
Issuance of common stock to IAC pursuant to the employee matters agreement | $ 0 | 0 | 0 | |||||
Issuance of common stock to IAC pursuant to the employee matters agreement (in shares) | 372 | |||||||
Balance at end of period at Mar. 31, 2017 | $ 47 | $ 210 | $ 512,541 | $ 202,116 | $ (157,088) | $ 557,826 | ||
Balance at end of period (in shares) at Mar. 31, 2017 | 46,722 | 209,919 | ||||||
Balance at beginning of period at Dec. 31, 2016 | 6,062 | $ 6,062 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||
Net earnings for period | 11 | 11 | ||||||
Other comprehensive (loss) income, net of tax | (123) | |||||||
Balance at end of period at Mar. 31, 2017 | $ 5,950 | $ 5,950 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net earnings from continuing operations | $ 24,555 | $ 10,608 |
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations: | ||
Stock-based compensation expense | 18,024 | 17,448 |
Depreciation | 7,589 | 5,751 |
Amortization of intangibles | 403 | 6,728 |
Deferred income taxes | (1,712) | (960) |
Acquisition-related contingent consideration fair value adjustments | 1,344 | 3,161 |
Other adjustments, net | 5,098 | (362) |
Changes in assets and liabilities | ||
Accounts receivable | (8,715) | (392) |
Other assets | (8,751) | (1,874) |
Accounts payable and accrued expenses and other current liabilities | 40,081 | 23,700 |
Income taxes payable | 1,584 | 1,740 |
Deferred revenue | 10,489 | 18,899 |
Net cash provided by operating activities attributable to continuing operations | 89,989 | 84,447 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | 0 | (456) |
Capital expenditures | (5,745) | (5,650) |
Proceeds from the sale of a business, net | 96,354 | 0 |
Other, net | 0 | 3,750 |
Net cash provided by (used in) investing activities attributable to continuing operations | 90,609 | (2,356) |
Cash flows from financing activities attributable to continuing operations: | ||
Principal payment on Term Loan | 0 | (10,000) |
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 5,030 | (4,453) |
Other, net | 0 | (12,180) |
Net cash provided by (used in) financing activities attributable to continuing operations | 5,030 | (26,633) |
Total cash provided by continuing operations | 185,628 | 55,458 |
Net cash used in operating activities attributable to discontinued operations | (6,061) | (5,436) |
Net cash used in investing activities attributable to discontinued operations | (471) | (2,113) |
Total cash used in discontinued operations | (6,532) | (7,549) |
Effect of exchange rate changes on cash and cash equivalents | 3,440 | (184) |
Net increase in cash and cash equivalents | 182,536 | 47,725 |
Cash and cash equivalents at beginning of period | 253,651 | 88,173 |
Cash and cash equivalents at end of period | $ 436,187 | $ 135,898 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—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, Tinder, PlentyOfFish, Meetic, OkCupid, Pairs, Twoo, OurTime, BlackPeopleMeet and LoveScout24, 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 42 languages across more than 190 countries. Following the sale of our Non-dating segment in March 2017, Match Group is managed as a portfolio of dating brands and has one operating segment, 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 regions around the world. We provide these services through websites and applications that we own and operate. At March 31, 2017 , IAC/InterActiveCorp's ("IAC") ownership interest and voting interest in Match Group were 82.3% and 97.9% , 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 financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management's opinion, 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 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, 2016 . 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. All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated. 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. 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 Accounting Pronouncements not yet adopted by the Company In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. ASU No. 2014-09 was subsequently amended during 2015 and 2016; these amendments provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. ASU No. 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers. This five-step model includes (1) identifying the contract(s) with the customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when each performance obligation is satisfied. More specifically, revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. ASU No. 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2016. Upon adoption, ASU No. 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. While the Company’s evaluation of the impact the adoption of ASU No. 2014-09 on its consolidated financial statements continues, it has progressed to the point where we have reached certain determinations. The Company will adopt ASU No. 2014-09 using the modified retrospective approach effective January 1, 2018. The Company does not expect the adoption of ASU No. 2014-09 to have a material effect on its consolidated financial statements and does not expect to record an adjustment to beginning retained earnings in the Form 10-Q for the period ending March 31, 2018. 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 No. 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU No. 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption this standard update will have on its consolidated financial statements. Accounting Pronouncement adopted by the Company In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which is intended to simplify the accounting for goodwill impairment. The guidance eliminates the requirement to calculate the implied fair value of goodwill under the previous two-step impairment test to measure a goodwill impairment charge. The provisions of ASU No. 2017-04 are effective for reporting periods beginning after December 15, 2019; early adoption is permitted. The provisions of ASU No. 2017-04 are to be applied using a prospective approach. The Company adopted the provisions of ASU No. 2017-04 on January 1, 2017 and the adoption of this standard update did not have a material impact on its consolidated financial statements. In August 2016, the FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU No. 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. Upon adoption, cash payments not made soon after the acquisition date of a business combination to settle a contingent consideration liability are separated and classified as cash outflows for operating activities and financing activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date (including measurement-period adjustments) are classified as financing activities; any excess is classified as operating activities. Cash payments made soon after the acquisition date of a business combination by an acquirer to settle a contingent consideration liability are classified as cash outflows for investing activities. The Company early adopted the provisions of ASU No. 2016-15 on January 1, 2017 and the adoption of this standard update did not have an impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting . The Company adopted the provisions of ASU No. 2016-09 on January 1, 2017. Excess tax benefits or deficiencies related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units after January 1, 2017 are (i) reflected in the consolidated statement of operations as a component of the provision for income taxes, rather than recognized in equity, and (ii) reflected as operating, rather than financing, cash flows in our consolidated statement of cash flows. Excess tax benefits for the three months ended March 31, 2017 were $1.5 million . Excess tax benefits of $4.0 million for the three months ended March 31, 2016 were reclassified in the consolidated statement of cash flows to conform to the current year presentation. Upon adoption, the calculation of fully diluted shares excludes excess tax benefits from the assumed proceeds in applying the treasury stock method whereas they previously were included in this calculation; this change increased fully diluted shares by approximately 11.7 million shares for the three months ended March 31, 2017 . The Company continues to account for forfeitures using an estimated forfeiture rate. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 2—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 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 March 31, 2017 , the Company recorded an income tax provision from continuing operations of $9.4 million which represents an effective income tax rate of 28% . The effective tax rate for the three months ended March 31, 2017 is lower than the statutory rate of 35% due primarily to the effect of adopting the provisions of ASU No. 2016-09 on January 1, 2017 and foreign income taxed at lower rates. Under ASU No. 2016-09, excess tax benefits generated by the settlement or exercise of stock-based awards of $1.5 million are recognized as a reduction to the income tax provision rather than additional paid-in capital. For the three months ended March 31, 2016 , the Company recorded an income tax provision from continuing operations of $6.8 million , which represents an effective income tax rate of 39% . The effective rate for the three months ended March 31, 2016 is higher than the statutory rate of 35% due principally to the non-taxable loss on contingent consideration fair value adjustments, partially offset by foreign income taxes at a lower rate. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At both March 31, 2017 and December 31, 2016 , the Company had accrued $1.5 million for the payment of interest. At March 31, 2017 and December 31, 2016 , the Company has accrued $1.4 million and $1.6 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 December 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 March 31, 2017 and December 31, 2016 , unrecognized tax benefits, including interest and penalties, were $26.9 million and $27.4 million , respectively. At both March 31, 2017 and December 31, 2016 , approximately $17.7 million was included in unrecognized tax benefits for tax positions included in IAC's consolidated tax return filings. If unrecognized tax benefits at March 31, 2017 are subsequently recognized, $25.4 million , net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2016 was $25.9 million . The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $6.7 million within twelve months of March 31, 2017 , primarily due to expirations of statutes of limitations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3—DISCONTINUED OPERATIONS On March 31, 2017, Match Group sold its Non-dating business, which operates under the umbrella of The Princeton Review to ST Unitas, a global education technology company. We recognized a loss on the sale of the business of $0.9 million , which is reported within discontinued operations. The components of assets and liabilities of a business held for sale in the accompanying consolidated balance sheet at December 31, 2016 consisted of the following: December 31, 2016 (In thousands) Accounts receivable, net $ 8,677 Other current assets 3,847 Property and equipment, net 6,774 Goodwill 74,396 Intangible assets, net 31,488 Other non-current assets 8,090 Total assets of a business held for sale $ 133,272 Accounts payable $ 3,467 Deferred revenue 22,886 Accrued expenses and other current liabilities 8,771 Other long-term liabilities 1,934 Total liabilities of a business held for sale $ 37,058 The key components of loss from discontinued operations for the three months ended March 31, 2017 and 2016 consist of the following: Three Months Ended March 31, 2017 2016 (In thousands) Revenue $ 23,980 $ 24,882 Operating costs and expenses (29,601 ) (29,880 ) Operating loss (5,621 ) (4,998 ) Other expense (932 ) (4 ) Income tax benefit 2,062 1,613 Loss from discontinued operations $ (4,491 ) $ (3,389 ) |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | NOTE 4—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: March 31, 2017 Quoted Market Significant Other Observable Inputs Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 293,765 $ — $ — $ 293,765 Time deposits — 5,397 — 5,397 Total $ 293,765 $ 5,397 $ — $ 299,162 Liabilities: Contingent consideration arrangements $ — $ — $ (21,821 ) $ (21,821 ) December 31, 2016 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 $ 85,225 $ — $ — $ 85,225 Liabilities: Contingent consideration arrangements $ — $ — $ (19,418 ) $ (19,418 ) 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 March 31, 2017 2016 Contingent Consideration Arrangements (In thousands) Balance at January 1 $ (19,418 ) $ (28,993 ) Total net losses: Fair value adjustments (1,344 ) (3,161 ) Included in other comprehensive loss (1,059 ) (1,906 ) Fair value at date of acquisition — (185 ) Other — 2,078 Balance at March 31 $ (21,821 ) $ (32,167 ) Contingent consideration arrangements As of March 31, 2017 , there are four contingent consideration arrangements related to business acquisitions. The maximum contingent payments related to these arrangements is $91.1 million . The Company expects to make payments on two of the four contingent consideration arrangements and the aggregate fair value of these two arrangements at March 31, 2017 is $21.8 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. The fair values of the contingent consideration arrangements at both March 31, 2017 and December 31, 2016 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 statement of operations. The contingent consideration arrangement liability at March 31, 2017 and December 31, 2016 includes a current portion of $21.3 million and $19.0 million , respectively, and non-current portion of $0.5 million and $0.4 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 March 31, 2017 and December 31, 2016 , the carrying values of the Company's investments accounted for under the cost method totaled $53.1 million and $55.4 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. For the three months ended March 31, 2017 and 2016 we recognized an other-than-temporary impairment of $2.3 million and $0.7 million , respectively, related to certain cost method investments as a result of our assessment of the near-term prospects and financial condition of the investees. The fair value measurements of these impairments are based on Level 3 inputs. 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. March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt $ (1,177,241 ) $ (1,253,130 ) $ (1,176,493 ) $ (1,244,641 ) The fair value of long-term debt 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 | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 5—LONG-TERM DEBT Long-term debt consists of: March 31, 2017 December 31, 2016 (In thousands) 6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commenced December 1, 2016 $ 400,000 $ 400,000 6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016 445,172 445,172 Term Loan due November 16, 2022 (a) 350,000 350,000 Total debt 1,195,172 1,195,172 Less: Unamortized original issue discount and original issue premium, net 5,023 5,245 Less: Unamortized debt issuance costs 12,908 13,434 Total long-term debt $ 1,177,241 $ 1,176,493 ______________________ (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 redemption prices set forth in the indenture governing the 2016 Senior Notes, together with accrued and unpaid interest thereon to the applicable redemption date. 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. At any time prior to December 15, 2017, the 2015 Senior 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 redemption prices set forth in the indenture governing the 2015 Senior Notes, together with accrued and unpaid interest thereon to the applicable redemption date. 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 March 31, 2017 , 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. On December 8, 2016, the Company made an additional $40 million principal payment on the Term Loan. In addition, the remaining outstanding balance of $350 million , which is due at maturity, was repriced. 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 2.25% or 3.25% , respectively, and in the case of LIBOR, a floor of 0.75% . The interest rate on the Term Loan at March 31, 2017 is 4.10% . 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 March 31, 2017 and December 31, 2016 , 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 | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 6—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 March 31, 2017 Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (176,384 ) $ (176,384 ) Other comprehensive income 18,582 18,582 Amounts reclassified into earnings 714 714 Net current period other comprehensive income 19,296 19,296 Balance at March 31 $ (157,088 ) $ (157,088 ) Three Months Ended March 31, 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 7,490 — 7,490 Balance at March 31 $ (132,294 ) $ 2,964 $ (129,330 ) At both March 31, 2017 and 2016 , there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 7—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 March 31, 2017 2016 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 24,555 $ 24,555 $ 10,608 $ 10,608 Net earnings attributable to redeemable noncontrolling interests (11 ) (11 ) (67 ) (67 ) Net earnings from continuing operations attributable to Match Group, Inc. shareholders 24,544 24,544 10,541 10,541 Loss from discontinued operations, net of tax (4,491 ) (4,491 ) (3,389 ) (3,389 ) Net earnings attributable to Match Group, Inc. shareholders $ 20,053 $ 20,053 $ 7,152 $ 7,152 Denominator Basic weighted average common shares outstanding 256,044 256,044 248,444 248,444 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 35,858 — 19,655 Dilutive weighted average common shares outstanding 256,044 291,902 248,444 268,099 Earnings (loss) per share: Earnings per share from continuing operations $ 0.10 $ 0.08 $ 0.04 $ 0.04 Loss per share from discontinued operations, net of tax $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) Earnings per share attributable to Match Group, Inc. shareholders $ 0.08 $ 0.07 $ 0.03 $ 0.03 ______________________ (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 months ended March 31, 2017 and 2016 , 5.2 million and 15.6 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-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 months ended March 31, 2017 and 2016 , 2.3 million and 10.6 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. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 8—GEOGRAPHIC INFORMATION 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 March 31, 2017 2016 (In thousands) Revenue United States $ 173,737 $ 163,779 All other countries 125,027 96,622 Total $ 298,764 $ 260,401 The United States is the only country whose revenue is greater than 10 percent of total revenue for the three months ended March 31, 2017 and 2016 . March 31, 2017 December 31, 2016 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 40,307 $ 41,747 All other countries 21,422 21,207 Total $ 61,729 $ 62,954 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 $13.9 million and $14.3 million as of March 31, 2017 and December 31, 2016 , respectively. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 9—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—Income Taxes " for additional information related to income tax contingencies. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10—RELATED PARTY TRANSACTIONS Relationship with IAC In connection with the IPO in November 2015, 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 $1.3 million and $0.9 million for the three months ended March 31, 2017 and 2016 , 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 for the three months ended March 31, 2016 and discontinued subleasing as of December 31, 2016. For the three months ended March 31, 2017 and 2016 , the Company was charged $2.8 million and $2.6 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 March 31, 2017 . 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 three months ended March 31, 2017 , 0.4 million shares of Company common stock were issued to IAC pursuant to the employee matters agreement. These 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 | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS | NOTE 11—STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS As of December 31, 2016, the Company completed the project to modernize and streamline its underlying Dating technology infrastructure that supports both its mobile and desktop platforms and consolidated its European operations from seven principal locations down to three . For the three months ended March 31, 2016, the Company incurred $2.1 million in costs related to this project. A summary of the costs incurred, payments made and the related accruals at March 31, 2016 is presented below. Three Months Ended March 31, 2016 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 3,013 $ 564 $ 3,577 Charges incurred 201 1,888 2,089 Payments made (831 ) (1,706 ) (2,537 ) Accrual as of March 31 $ 2,383 $ 746 $ 3,129 The costs are allocated as follows in the accompanying consolidated statement of operations: Three Months Ended March 31, 2016 (In thousands) Cost of revenue $ 154 Selling and marketing expense 96 General and administrative expense 721 Product development expense 1,118 Total $ 2,089 |
THE COMPANY AND SUMMARY OF SI19
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management's opinion, 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 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, 2016 . |
Consolidation | 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. All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated. 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. |
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 Accounting Pronouncements not yet adopted by the Company In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. ASU No. 2014-09 was subsequently amended during 2015 and 2016; these amendments provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. ASU No. 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers. This five-step model includes (1) identifying the contract(s) with the customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when each performance obligation is satisfied. More specifically, revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. ASU No. 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2016. Upon adoption, ASU No. 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. While the Company’s evaluation of the impact the adoption of ASU No. 2014-09 on its consolidated financial statements continues, it has progressed to the point where we have reached certain determinations. The Company will adopt ASU No. 2014-09 using the modified retrospective approach effective January 1, 2018. The Company does not expect the adoption of ASU No. 2014-09 to have a material effect on its consolidated financial statements and does not expect to record an adjustment to beginning retained earnings in the Form 10-Q for the period ending March 31, 2018. 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 No. 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU No. 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption this standard update will have on its consolidated financial statements. Accounting Pronouncement adopted by the Company In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which is intended to simplify the accounting for goodwill impairment. The guidance eliminates the requirement to calculate the implied fair value of goodwill under the previous two-step impairment test to measure a goodwill impairment charge. The provisions of ASU No. 2017-04 are effective for reporting periods beginning after December 15, 2019; early adoption is permitted. The provisions of ASU No. 2017-04 are to be applied using a prospective approach. The Company adopted the provisions of ASU No. 2017-04 on January 1, 2017 and the adoption of this standard update did not have a material impact on its consolidated financial statements. In August 2016, the FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU No. 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. Upon adoption, cash payments not made soon after the acquisition date of a business combination to settle a contingent consideration liability are separated and classified as cash outflows for operating activities and financing activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date (including measurement-period adjustments) are classified as financing activities; any excess is classified as operating activities. Cash payments made soon after the acquisition date of a business combination by an acquirer to settle a contingent consideration liability are classified as cash outflows for investing activities. The Company early adopted the provisions of ASU No. 2016-15 on January 1, 2017 and the adoption of this standard update did not have an impact on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting . The Company adopted the provisions of ASU No. 2016-09 on January 1, 2017. Excess tax benefits or deficiencies related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units after January 1, 2017 are (i) reflected in the consolidated statement of operations as a component of the provision for income taxes, rather than recognized in equity, and (ii) reflected as operating, rather than financing, cash flows in our consolidated statement of cash flows. Excess tax benefits for the three months ended March 31, 2017 were $1.5 million . Excess tax benefits of $4.0 million for the three months ended March 31, 2016 were reclassified in the consolidated statement of cash flows to conform to the current year presentation. Upon adoption, the calculation of fully diluted shares excludes excess tax benefits from the assumed proceeds in applying the treasury stock method whereas they previously were included in this calculation; this change increased fully diluted shares by approximately 11.7 million shares for the three months ended March 31, 2017 . The Company continues to account for forfeitures using an estimated forfeiture rate. |
Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Components of Assets Held For Sale and Discontinued Operations | The components of assets and liabilities of a business held for sale in the accompanying consolidated balance sheet at December 31, 2016 consisted of the following: December 31, 2016 (In thousands) Accounts receivable, net $ 8,677 Other current assets 3,847 Property and equipment, net 6,774 Goodwill 74,396 Intangible assets, net 31,488 Other non-current assets 8,090 Total assets of a business held for sale $ 133,272 Accounts payable $ 3,467 Deferred revenue 22,886 Accrued expenses and other current liabilities 8,771 Other long-term liabilities 1,934 Total liabilities of a business held for sale $ 37,058 The key components of loss from discontinued operations for the three months ended March 31, 2017 and 2016 consist of the following: Three Months Ended March 31, 2017 2016 (In thousands) Revenue $ 23,980 $ 24,882 Operating costs and expenses (29,601 ) (29,880 ) Operating loss (5,621 ) (4,998 ) Other expense (932 ) (4 ) Income tax benefit 2,062 1,613 Loss from discontinued operations $ (4,491 ) $ (3,389 ) |
FAIR VALUE MEASUREMENTS AND F21
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 Quoted Market Significant Other Observable Inputs Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 293,765 $ — $ — $ 293,765 Time deposits — 5,397 — 5,397 Total $ 293,765 $ 5,397 $ — $ 299,162 Liabilities: Contingent consideration arrangements $ — $ — $ (21,821 ) $ (21,821 ) December 31, 2016 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 $ 85,225 $ — $ — $ 85,225 Liabilities: Contingent consideration arrangements $ — $ — $ (19,418 ) $ (19,418 ) |
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 March 31, 2017 2016 Contingent Consideration Arrangements (In thousands) Balance at January 1 $ (19,418 ) $ (28,993 ) Total net losses: Fair value adjustments (1,344 ) (3,161 ) Included in other comprehensive loss (1,059 ) (1,906 ) Fair value at date of acquisition — (185 ) Other — 2,078 Balance at March 31 $ (21,821 ) $ (32,167 ) |
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. March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt $ (1,177,241 ) $ (1,253,130 ) $ (1,176,493 ) $ (1,244,641 ) |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of: March 31, 2017 December 31, 2016 (In thousands) 6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commenced December 1, 2016 $ 400,000 $ 400,000 6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016 445,172 445,172 Term Loan due November 16, 2022 (a) 350,000 350,000 Total debt 1,195,172 1,195,172 Less: Unamortized original issue discount and original issue premium, net 5,023 5,245 Less: Unamortized debt issuance costs 12,908 13,434 Total long-term debt $ 1,177,241 $ 1,176,493 ______________________ (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. |
ACCUMULATED OTHER COMPREHENSI23
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (176,384 ) $ (176,384 ) Other comprehensive income 18,582 18,582 Amounts reclassified into earnings 714 714 Net current period other comprehensive income 19,296 19,296 Balance at March 31 $ (157,088 ) $ (157,088 ) Three Months Ended March 31, 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 7,490 — 7,490 Balance at March 31 $ (132,294 ) $ 2,964 $ (129,330 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 24,555 $ 24,555 $ 10,608 $ 10,608 Net earnings attributable to redeemable noncontrolling interests (11 ) (11 ) (67 ) (67 ) Net earnings from continuing operations attributable to Match Group, Inc. shareholders 24,544 24,544 10,541 10,541 Loss from discontinued operations, net of tax (4,491 ) (4,491 ) (3,389 ) (3,389 ) Net earnings attributable to Match Group, Inc. shareholders $ 20,053 $ 20,053 $ 7,152 $ 7,152 Denominator Basic weighted average common shares outstanding 256,044 256,044 248,444 248,444 Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b) — 35,858 — 19,655 Dilutive weighted average common shares outstanding 256,044 291,902 248,444 268,099 Earnings (loss) per share: Earnings per share from continuing operations $ 0.10 $ 0.08 $ 0.04 $ 0.04 Loss per share from discontinued operations, net of tax $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) Earnings per share attributable to Match Group, Inc. shareholders $ 0.08 $ 0.07 $ 0.03 $ 0.03 ______________________ (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 months ended March 31, 2017 and 2016 , 5.2 million and 15.6 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-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 months ended March 31, 2017 and 2016 , 2.3 million and 10.6 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. |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
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 March 31, 2017 2016 (In thousands) Revenue United States $ 173,737 $ 163,779 All other countries 125,027 96,622 Total $ 298,764 $ 260,401 The United States is the only country whose revenue is greater than 10 percent of total revenue for the three months ended March 31, 2017 and 2016 . March 31, 2017 December 31, 2016 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 40,307 $ 41,747 All other countries 21,422 21,207 Total $ 61,729 $ 62,954 |
STREAMLINING OF TECHNOLOGY SY26
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2016 is presented below. Three Months Ended March 31, 2016 Severance Professional Fees & Other Total (In thousands) Accrual as of January 1 $ 3,013 $ 564 $ 3,577 Charges incurred 201 1,888 2,089 Payments made (831 ) (1,706 ) (2,537 ) Accrual as of March 31 $ 2,383 $ 746 $ 3,129 |
Schedule of Restructuring Reserve by Costs in the Statement of Operations | The costs are allocated as follows in the accompanying consolidated statement of operations: Three Months Ended March 31, 2016 (In thousands) Cost of revenue $ 154 Selling and marketing expense 96 General and administrative expense 721 Product development expense 1,118 Total $ 2,089 |
THE COMPANY AND SUMMARY OF SI27
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2017brandsegmentlanguagecountry | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of dating brands (more than) | brand | 45 |
Number of languages where products are available | language | 42 |
Number of countries where products are available (more than) | country | 190 |
Number of operating segments | segment | 1 |
IAC | Match Group, Inc. | |
Class of Stock | |
Percentage of ownership | 82.30% |
Percentage of voting rights held | 97.90% |
THE COMPANY AND SUMMARY OF SI28
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Standard (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Excess tax benefit related to exercise or vesting of equity awards | $ 1.5 | |
Increase in diluted shares as a result of adoption of new accounting standard (in shares) | 11.7 | |
ASU 2016-09 | Reclassification adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Excess tax benefit related to exercise or vesting of equity awards | $ 4 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Contingency | |||
Income tax provision | $ 9,388 | $ 6,758 | |
Effective income tax rate | 28.00% | 39.00% | |
Statutory rate | 35.00% | 35.00% | |
Excess tax benefit related to exercise or vesting of equity awards | $ 1,500 | ||
Interest on income taxes accrued | 1,500 | $ 1,500 | |
Income tax penalties accrued | 1,400 | 1,600 | |
Unrecognized tax benefits including interest accrued | 26,900 | 27,400 | |
Unrecognized tax benefits that would reduce income tax expense | 25,400 | 25,900 | |
Decrease in unrecognized tax benefits unrelated to Federal income taxes statute of limitations expiring within twelve months of current reporting period | 6,700 | ||
IAC | |||
Income Tax Contingency | |||
Unrecognized tax benefits including interest accrued | $ 17,700 | $ 17,700 |
DISCONTINUED OPERATIONS - Asset
DISCONTINUED OPERATIONS - Assets and Liabilities of Business Held For Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets of a business held for sale | $ 0 | $ 133,272 |
Total liabilities of a business held for sale | $ 0 | 37,058 |
Non-dating | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net | 8,677 | |
Other current assets | 3,847 | |
Property and equipment, net | 6,774 | |
Goodwill | 74,396 | |
Intangible assets, net | 31,488 | |
Other non-current assets | 8,090 | |
Total assets of a business held for sale | 133,272 | |
Accounts payable | 3,467 | |
Deferred revenue | 22,886 | |
Accrued expenses and other current liabilities | 8,771 | |
Other long-term liabilities | 1,934 | |
Total liabilities of a business held for sale | $ 37,058 |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Income From Discontinued Operations (Details) - Non-dating - Discontinued Operations - USD ($) $ in Thousands | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 23,980 | $ 24,882 | |
Operating costs and expenses | (29,601) | (29,880) | |
Operating loss | (5,621) | (4,998) | |
Other expense | (932) | (4) | |
Income tax benefit | 2,062 | 1,613 | |
Loss from discontinued operations | $ (4,491) | $ (3,389) | |
Loss on sale of business | $ 900 |
FAIR VALUE MEASUREMENTS AND F32
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)arrangement | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Contingent Consideration Arrangements | |||
Number of contingent consideration arrangements related to business acquisitions | arrangement | 4 | ||
Number of contingent consideration arrangements expected to make payments on | arrangement | 2 | ||
Cost Method Investments | |||
Cost method investments | $ 53.1 | $ 55.4 | |
Cost method investments, other-than-temporary impairment | 2.3 | $ 0.7 | |
Contingent Consideration Arrangements | |||
Contingent Consideration Arrangements | |||
Contingent consideration payments maximum | 91.1 | ||
Fair value of contingent consideration | $ 21.8 | ||
Discount rate | 12.00% | 12.00% | |
Accrued expenses and other current liabilities | Contingent Consideration Arrangements | |||
Contingent Consideration Arrangements | |||
Fair value of contingent consideration | $ 21.3 | $ 19 | |
Other long-term liabilities | Contingent Consideration Arrangements | |||
Contingent Consideration Arrangements | |||
Fair value of contingent consideration | $ 0.5 | $ 0.4 |
FAIR VALUE MEASUREMENTS AND F33
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value on a Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash equivalents | $ 299,162 | |
Liabilities: | ||
Contingent consideration arrangements | (21,821) | $ (19,418) |
Money market funds | ||
Assets: | ||
Cash equivalents | 293,765 | 85,225 |
Time deposits | ||
Assets: | ||
Cash equivalents | 5,397 | |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 293,765 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 293,765 | 85,225 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Time deposits | ||
Assets: | ||
Cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 5,397 | |
Liabilities: | ||
Contingent consideration arrangements | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets: | ||
Cash equivalents | 5,397 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | |
Liabilities: | ||
Contingent consideration arrangements | (21,821) | (19,418) |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | $ 0 |
Significant Unobservable Inputs (Level 3) | Time deposits | ||
Assets: | ||
Cash equivalents | $ 0 |
FAIR VALUE MEASUREMENTS AND F34
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Change in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Details) - Contingent Consideration Arrangements - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Balance at beginning of period | $ (19,418) | $ (28,993) |
Fair value adjustments | (1,344) | (3,161) |
Included in other comprehensive loss | (1,059) | (1,906) |
Fair value at date of acquisition | 0 | (185) |
Other | 0 | 2,078 |
Balance at end of period | $ (21,821) | $ (32,167) |
FAIR VALUE MEASUREMENTS AND F35
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - Level 3 - Long-term debt - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | $ (1,177,241) | $ (1,176,493) |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, fair value disclosure | $ (1,253,130) | $ (1,244,641) |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Long-term Debt | ||
Total debt | $ 1,195,172 | $ 1,195,172 |
Less: Unamortized original issue discount and original issue premium, net | 5,023 | 5,245 |
Less: Unamortized debt issuance costs | 12,908 | 13,434 |
Total long-term debt | 1,177,241 | 1,176,493 |
6.375% Senior Notes due June 1, 2024 (2016 Senior Notes) | ||
Long-term Debt | ||
Senior notes | $ 400,000 | 400,000 |
Stated interest rate (as a percent) | 6.375% | |
6.75% Senior Notes, due December 15, 2022 (2015 Senior Notes) | ||
Long-term Debt | ||
Senior notes | $ 445,172 | 445,172 |
Stated interest rate (as a percent) | 6.75% | |
Term Loan due November 16, 2022 | ||
Long-term Debt | ||
Term loan | $ 350,000 | $ 350,000 |
Number of days prior to maturity date | 91 days |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Dec. 08, 2016USD ($) | Jun. 01, 2016USD ($) | Mar. 31, 2016USD ($) | Nov. 16, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Long-term Debt | |||||||
Repayment of debt | $ 0 | $ 10,000,000 | |||||
Revolving Credit Facility | |||||||
Long-term Debt | |||||||
Maximum borrowing capacity on Credit Facility | 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 (2016 Senior Notes) | |||||||
Long-term Debt | |||||||
Stated interest rate (as a percent) | 6.375% | ||||||
6.75% Senior Notes, due December 15, 2022 (2015 Senior Notes) | |||||||
Long-term Debt | |||||||
Stated interest rate (as a percent) | 6.75% | ||||||
Senior Notes | 6.375% Senior Notes due June 1, 2024 (2016 Senior Notes) | |||||||
Long-term Debt | |||||||
Aggregate principal of debt instrument | $ 400,000,000 | ||||||
Senior Notes | 6.375% Senior Notes due June 1, 2024 (2016 Senior Notes) | Maximum | |||||||
Long-term Debt | |||||||
Maximum leverage ratio | 5 | ||||||
Senior Notes | 6.75% Senior Notes, due December 15, 2022 (2015 Senior Notes) | Maximum | |||||||
Long-term Debt | |||||||
Maximum leverage ratio | 5 | ||||||
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 due November 16, 2022 | |||||||
Long-term Debt | |||||||
Aggregate principal of debt instrument | $ 800,000,000 | ||||||
Repayment of debt | $ 40,000,000 | $ 400,000,000 | $ 10,000,000 | ||||
Final principal payment | $ 350,000,000 | ||||||
Effective interest rate | 4.10% | ||||||
Term Loan | Term Loan due November 16, 2022 | Base Rate | Minimum | |||||||
Long-term Debt | |||||||
Basis spread on variable rate (as a percent) | 2.25% | ||||||
Term Loan | Term Loan due November 16, 2022 | Base Rate | Maximum | |||||||
Long-term Debt | |||||||
Basis spread on variable rate (as a percent) | 3.25% | ||||||
Term Loan | Term Loan due November 16, 2022 | LIBOR | |||||||
Long-term Debt | |||||||
Variable rate floor (as a percent) | 0.75% |
ACCUMULATED OTHER COMPREHENSI38
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss | ||
Other comprehensive income | $ 18,582,000 | $ 7,490,000 |
Amounts reclassified into earnings | (714,000) | |
Net current period other comprehensive income | 19,296,000 | |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Loss | ||
Balance at beginning of period | (176,384,000) | (139,784,000) |
Other comprehensive income | 18,582,000 | 7,490,000 |
Amounts reclassified into earnings | (714,000) | |
Net current period other comprehensive income | 19,296,000 | |
Balance at end of period | (157,088,000) | (132,294,000) |
Unrealized Gain on Available-For-Sale Security | ||
Accumulated Other Comprehensive Loss | ||
Balance at beginning of period | 2,964,000 | |
Other comprehensive income | 0 | |
Balance at end of period | 2,964,000 | |
Accumulated Other Comprehensive (Loss) Income | ||
Accumulated Other Comprehensive Loss | ||
Balance at beginning of period | (176,384,000) | (136,820,000) |
Net current period other comprehensive income | 19,296,000 | |
Balance at end of period | (157,088,000) | (129,330,000) |
Tax benefit or provision in AOCI | $ 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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: Basic | ||
Net earnings from continuing operations | $ 24,555 | $ 10,608 |
Net earnings attributable to redeemable noncontrolling interests | (11) | (67) |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 24,544 | 10,541 |
Loss from discontinued operations, net of tax | (4,491) | (3,389) |
Net earnings attributable to Match Group, Inc. shareholders | 20,053 | 7,152 |
Numerator: Diluted | ||
Net earnings from continuing operations | 24,555 | 10,608 |
Net earnings attributable to redeemable noncontrolling interests | (11) | (67) |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 24,544 | 10,541 |
Loss from discontinued operations, net of tax | (4,491) | (3,389) |
Net earnings attributable to Match Group, Inc. shareholders | $ 20,053 | $ 7,152 |
Denominator: Basic | ||
Weighted average shares outstanding - basic (in shares) | 256,044 | 248,444 |
Denominator: Diluted | ||
Weighted average shares outstanding - basic (in shares) | 256,044 | 248,444 |
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (in shares) | 35,858 | 19,655 |
Dilutive weighted average common shares outstanding (in shares) | 291,902 | 268,099 |
Earnings (loss) per share: | ||
Earnings per share from continuing operations, basic (in USD per share) | $ 0.10 | $ 0.04 |
Earnings per share from continuing operations, diluted (in USD per share) | 0.08 | 0.04 |
Loss per share from discontinued operations, net of tax, basic (in USD per share) | (0.02) | (0.01) |
Loss per share from discontinued operations, net of tax, diluted (in USD per share) | (0.02) | (0.01) |
Earnings per share attributable to Match Group, Inc. shareholders, basic (in USD per share) | 0.08 | 0.03 |
Earnings per share attributable to Match Group, Inc. shareholders, diluted (in USD per share) | $ 0.07 | $ 0.03 |
Stock Options and RSUs | ||
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) | 5,200 | 15,600 |
Market-Based Awards, PSOs, and PSUs | ||
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) | 2,300 |
GEOGRAPHIC INFORMATION - Schedu
GEOGRAPHIC INFORMATION - Schedule of Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Revenue and Long-lived Assets by Geography | |||
Revenue | $ 298,764 | $ 260,401 | |
Long-lived assets (excluding goodwill and intangible assets) | 61,729 | $ 62,954 | |
United States | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 173,737 | 163,779 | |
Long-lived assets (excluding goodwill and intangible assets) | 40,307 | 41,747 | |
All Other Countries | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 125,027 | $ 96,622 | |
Long-lived assets (excluding goodwill and intangible assets) | 21,422 | 21,207 | |
Geographic Concentration Risk | Long-lived Assets (excluding goodwill and intangible assets) | France | |||
Revenue and Long-lived Assets by Geography | |||
Long-lived assets (excluding goodwill and intangible assets) | $ 13,900 | $ 14,300 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
IAC | Leased Office Space | ||
Related Party Transaction | ||
Amount of related party transaction | $ 1.3 | $ 0.9 |
IAC | Services Agreements | ||
Related Party Transaction | ||
Amount of related party transaction | $ 2.8 | 2.6 |
IAC | Employee Matters Agreement | ||
Related Party Transaction | ||
Shares issued pursuant to employee matters agreement (in shares) | 0.4 | |
Subsidiary of IAC | Leased Data Center Space | ||
Related Party Transaction | ||
Amount of related party transaction | $ 0.3 |
STREAMLINING OF TECHNOLOGY SY42
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Restructuring Reserve | |
Charges incurred | $ 2,089 |
Technology and Consolidation Project | |
Restructuring Reserve | |
Balance at beginning of the period | 3,577 |
Charges incurred | 2,089 |
Payments made | (2,537) |
Balance at end of the period | 3,129 |
Technology and Consolidation Project | Severance | |
Restructuring Reserve | |
Balance at beginning of the period | 3,013 |
Charges incurred | 201 |
Payments made | (831) |
Balance at end of the period | 2,383 |
Technology and Consolidation Project | Professional Fees & Other | |
Restructuring Reserve | |
Balance at beginning of the period | 564 |
Charges incurred | 1,888 |
Payments made | (1,706) |
Balance at end of the period | $ 746 |
STREAMLINING OF TECHNOLOGY SY43
STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - Schedule of Restructuring Reserve by Costs in Statement of Operations (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016USD ($) | Dec. 31, 2016entity | |
Restructuring Cost and Reserve | ||
Charges incurred | $ 2,089 | |
Cost of revenue | ||
Restructuring Cost and Reserve | ||
Charges incurred | 154 | |
Selling and marketing expense | ||
Restructuring Cost and Reserve | ||
Charges incurred | 96 | |
General and administrative expense | ||
Restructuring Cost and Reserve | ||
Charges incurred | 721 | |
Product development expense | ||
Restructuring Cost and Reserve | ||
Charges incurred | $ 1,118 | |
Europe | ||
Restructuring Cost and Reserve | ||
Number of locations prior to European consolidation | entity | 7 | |
Number of locations after European consolidation | entity | 3 |