Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34148 | |
Entity Registrant Name | Match Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-2712887 | |
Entity Address, Address Line One | 8750 North Central Expressway, Suite 1400 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75231 | |
City Area Code | 214 | |
Local Phone Number | 576-9352 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Small Business | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | MTCH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 265,983,244 | |
Entity Central Index Key | 0000891103 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 398,884 | $ 465,676 |
Accounts receivable, net of allowance | 199,682 | 116,459 |
Other current assets | 139,593 | 97,850 |
Current assets of discontinued operations | 0 | 3,028,079 |
Total current assets | 738,159 | 3,708,064 |
Property and equipment, net of accumulated depreciation and amortization | 106,006 | 101,065 |
Goodwill | 1,252,715 | 1,239,839 |
Intangible assets, net of accumulated depreciation and amortization | 226,126 | 228,324 |
Deferred income taxes | 236,500 | 192,496 |
Other non-current assets | 110,586 | 64,232 |
Non-current assets of discontinued operations | 0 | 2,830,783 |
TOTAL ASSETS | 2,670,092 | 8,364,803 |
LIABILITIES | ||
Accounts payable | 16,347 | 20,191 |
Deferred revenue | 240,954 | 218,843 |
Accrued expenses and other current liabilities | 230,894 | 182,250 |
Current liabilities of discontinued operations | 0 | 588,896 |
Total current liabilities | 488,195 | 1,010,180 |
Long-term debt, net | 3,521,092 | 2,889,626 |
Income taxes payable | 13,147 | 30,295 |
Deferred income taxes | 17,721 | 18,285 |
Other long-term liabilities | 70,258 | 26,158 |
Non-current liabilities of discontinued operations | 0 | 447,414 |
Redeemable noncontrolling interests | 2,240 | 44,527 |
Commitments and contingencies | ||
SHAREHOLDERS’ EQUITY | ||
Additional paid-in capital | 7,296,618 | 11,683,799 |
Retained (deficit) earnings | (8,631,705) | 1,689,925 |
Accumulated other comprehensive loss | (108,111) | (136,349) |
Treasury stock, value | 0 | (10,309,612) |
Total Match Group, Inc. shareholders’ equity | (1,442,934) | 2,928,042 |
Noncontrolling interests | 373 | 970,276 |
Total shareholders’ equity | (1,442,561) | 3,898,318 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,670,092 | 8,364,803 |
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 263,759,289 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | ||
SHAREHOLDERS’ EQUITY | ||
Common stock, value | 264 | 0 |
Former IAC common stock; $0.001 par value; authorized 1,600,000,000 shares; 0 and 263,229,724 shares issued; and 0 and 78,889,779 shares outstanding at September 30, 2020 and December 31, 2019, respectively | ||
SHAREHOLDERS’ EQUITY | ||
Common stock, value | 0 | 263 |
Former IAC Class B convertible common stock; $0.001 par value; authorized 400,000,000 shares; 0 and 16,157,499 shares issued; and 0 and 5,789,499 shares outstanding at September 30, 2020 and December 31, 2019, respectively | ||
SHAREHOLDERS’ EQUITY | ||
Common stock, value | $ 0 | $ 16 |
CONSOLIDATED BALANCE SHEET (U_2
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable allowance and reserves | $ 306 | $ 578 |
Accumulated depreciation and amortization on property and equipment | 161,232 | 147,669 |
Accumulated amortization on intangible assets | $ 14,935 | $ 13,744 |
Treasury stock (shares) | 0 | 194,708 |
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 263,759,289 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock authorized (shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (shares) | 263,759,289 | 0 |
Common stock outstanding (shares) | 263,759,289 | 0 |
Former IAC common stock; $0.001 par value; authorized 1,600,000,000 shares; 0 and 263,229,724 shares issued; and 0 and 78,889,779 shares outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (shares) | 0 | 263,229,724 |
Common stock outstanding (shares) | 0 | 78,889,779 |
Former IAC Class B convertible common stock; $0.001 par value; authorized 400,000,000 shares; 0 and 16,157,499 shares issued; and 0 and 5,789,499 shares outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 400,000,000 | 400,000,000 |
Common stock issued (shares) | 0 | 16,157,499 |
Common stock outstanding (shares) | 0 | 5,789,499 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 639,770 | $ 541,493 | $ 1,739,862 | $ 1,504,091 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 169,823 | 138,225 | 462,570 | 385,114 |
Selling and marketing expense | 129,859 | 113,581 | 345,150 | 327,132 |
General and administrative expense | 88,961 | 68,668 | 236,484 | 187,135 |
Product development expense | 39,280 | 36,609 | 124,979 | 113,563 |
Depreciation | 11,221 | 8,533 | 30,284 | 25,578 |
Amortization of intangibles | 459 | 641 | 7,262 | 1,464 |
Total operating costs and expenses | 439,603 | 366,257 | 1,206,729 | 1,039,986 |
Operating income | 200,167 | 175,236 | 533,133 | 464,105 |
Interest expense | (43,189) | (38,993) | (131,485) | (99,990) |
Other (expense) income, net | (1,923) | 2,788 | 19,341 | 3,838 |
Earnings from continuing operations, before tax | 155,055 | 139,031 | 420,989 | 367,953 |
Income tax (provision) benefit | (23,568) | (1,240) | (7,257) | 6,746 |
Net earnings from continuing operations | 131,487 | 137,791 | 413,732 | 374,699 |
Earnings (loss) from discontinued operations, net of tax | 508 | 21,981 | (366,070) | 44,849 |
Net earnings | 131,995 | 159,772 | 47,662 | 419,548 |
Net loss (earnings) attributable to noncontrolling interests | 586 | (31,228) | (59,680) | (88,842) |
Net earnings (loss) attributable to Match Group, Inc. shareholders | $ 132,581 | $ 128,544 | $ (12,018) | $ 330,706 |
Net earnings per share from continuing operations: | ||||
Basic (USD per share) | $ 0.51 | $ 0.60 | $ 1.69 | $ 1.63 |
Diluted (USD per share) | 0.45 | 0.52 | 1.53 | 1.42 |
Net earnings (loss) per share attributable to Match Group, Inc. shareholders: | ||||
Basic (USD per share) | 0.51 | 0.71 | (0.06) | 1.82 |
Diluted (USD per share) | $ 0.46 | $ 0.63 | $ (0.10) | $ 1.60 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 37,335 | $ 20,805 | $ 80,647 | $ 70,817 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 1,007 | 919 | 3,143 | 2,860 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 1,402 | 1,199 | 3,844 | 3,925 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 26,870 | 10,854 | 48,385 | 33,915 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 8,056 | $ 7,833 | $ 25,275 | $ 30,117 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 131,995 | $ 159,772 | $ 47,662 | $ 419,548 |
Other comprehensive income (loss), net of tax | ||||
Change in foreign currency translation adjustment | 16,206 | (23,053) | 12,746 | (20,647) |
Change in unrealized losses on available-for-sale securities | 0 | 0 | (1) | (5) |
Total other comprehensive income (loss) | 16,206 | (23,053) | 12,745 | (20,652) |
Comprehensive income | 148,201 | 136,719 | 60,407 | 398,896 |
Components of comprehensive loss (income) attributable to noncontrolling interests: | ||||
Net loss (earnings) attributable to noncontrolling interests | 586 | (31,228) | (59,680) | (88,842) |
Change in foreign currency translation adjustment attributable to noncontrolling interests | (5) | 4,664 | 1,084 | 4,348 |
Change in unrealized losses of available-for-sale debt securities attributable to noncontrolling interests | 0 | 0 | 0 | 1 |
Comprehensive loss (income) attributable to noncontrolling interests | 581 | (26,564) | (58,596) | (84,493) |
Comprehensive income attributable to Match Group, Inc. shareholders | $ 148,782 | $ 110,155 | $ 1,811 | $ 314,403 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Match Group and ANGI Homeservices | Match Group | Former IAC | Redeemable Noncontrolling Interests | Total Match Group Shareholders’ Equity | Total Match Group Shareholders’ EquityMatch Group and ANGI Homeservices | Total Match Group Shareholders’ EquityMatch Group | Total Match Group Shareholders’ EquityFormer IAC | Common StockCommon Stock $0.001 Par Value | Common StockCommon Stock $0.001 Par ValueMatch Group | Common StockFormer IAC Common Stock $0.001 Par Value | Common StockFormer IAC Common Stock $0.001 Par ValueFormer IAC | Common StockFormer IAC Class B Convertible Common Stock $0.001 Par Value | Additional Paid-in Capital | Additional Paid-in CapitalMatch Group and ANGI Homeservices | Additional Paid-in CapitalMatch Group | Additional Paid-in CapitalFormer IAC | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomeMatch Group and ANGI Homeservices | Treasury Stock | Noncontrolling Interests | Noncontrolling InterestsMatch Group and ANGI Homeservices |
Balance at beginning of period at Dec. 31, 2018 | $ 65,687 | |||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||
Net (loss) earnings | $ 88,842 | 4,625 | ||||||||||||||||||||||
Other comprehensive income, net of tax | (514) | |||||||||||||||||||||||
Stock-based compensation expense | 113 | |||||||||||||||||||||||
Stock-based compensation expense | 179,639 | $ 63,387 | $ 63,387 | $ 116,252 | ||||||||||||||||||||
Purchase of redeemable noncontrolling interests | (6,192) | |||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 8,607 | |||||||||||||||||||||||
Noncontrolling interests created in an acquisition | 5,009 | |||||||||||||||||||||||
Other | (33) | |||||||||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 77,302 | |||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | 3,551,801 | 2,843,125 | $ 262 | $ 16 | 12,022,387 | $ 1,258,794 | $ (128,722) | $ (10,309,612) | 708,676 | |||||||||||||||
Balance at beginning of period (shares) at Dec. 31, 2018 | 262,303 | 16,157 | ||||||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||||||||
Net (loss) earnings | 414,923 | 330,706 | 330,706 | 84,217 | ||||||||||||||||||||
Other comprehensive loss, net of tax | (20,138) | (16,303) | (16,303) | (3,835) | ||||||||||||||||||||
Stock-based compensation expense | 179,639 | 63,387 | 63,387 | 116,252 | ||||||||||||||||||||
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes | (78,058) | (78,058) | $ 1 | (78,059) | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 807 | |||||||||||||||||||||||
Issuance of Former Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | $ (197,236) | $ (200,240) | $ (200,661) | $ 421 | $ 3,004 | |||||||||||||||||||
Purchase of treasury stock | (220,636) | (220,636) | (220,636) | |||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (8,607) | (8,607) | (8,607) | |||||||||||||||||||||
Purchase of exchangeable note hedges | (303,428) | (303,428) | (303,428) | |||||||||||||||||||||
Equity component of exchangeable Senior Notes, net of deferred financing costs and deferred tax liabilities | 320,998 | 320,998 | 320,998 | |||||||||||||||||||||
Issuance of warrants | 166,520 | 166,520 | 166,520 | |||||||||||||||||||||
Other | (17) | (190) | (190) | 173 | ||||||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 3,805,761 | 2,897,274 | $ 263 | $ 16 | 11,761,711 | 1,589,500 | (144,604) | (10,309,612) | 908,487 | |||||||||||||||
Balance at end of period (shares) at Sep. 30, 2019 | 263,110 | 16,157 | ||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2019 | 80,502 | |||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||
Net (loss) earnings | 31,228 | (1,270) | ||||||||||||||||||||||
Other comprehensive income, net of tax | (365) | |||||||||||||||||||||||
Stock-based compensation expense | 36 | |||||||||||||||||||||||
Stock-based compensation expense | 49,853 | 20,332 | 20,332 | 29,521 | ||||||||||||||||||||
Purchase of redeemable noncontrolling interests | (71) | |||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (1,531) | |||||||||||||||||||||||
Other | 1 | |||||||||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 77,302 | |||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2019 | 3,843,597 | 2,983,461 | $ 263 | $ 16 | 11,957,543 | 1,460,956 | (125,705) | (10,309,612) | 860,136 | |||||||||||||||
Balance at beginning of period (shares) at Jun. 30, 2019 | 262,789 | 16,157 | ||||||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||||||||
Net (loss) earnings | 161,042 | 128,544 | 128,544 | 32,498 | ||||||||||||||||||||
Other comprehensive loss, net of tax | (22,688) | (18,389) | (18,389) | (4,299) | ||||||||||||||||||||
Stock-based compensation expense | 49,853 | 20,332 | 20,332 | 29,521 | ||||||||||||||||||||
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes | (55,036) | (32,628) | (55,036) | (23,259) | (55,036) | (22,749) | (510) | (9,369) | ||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 321 | |||||||||||||||||||||||
Purchase of treasury stock | (139,779) | (139,779) | (139,779) | |||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 1,531 | 1,531 | 1,531 | |||||||||||||||||||||
Equity component of exchangeable Senior Notes, net of deferred financing costs and deferred tax liabilities | (130) | (130) | (130) | |||||||||||||||||||||
Other | (1) | (1) | (1) | |||||||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 3,805,761 | 2,897,274 | $ 263 | $ 16 | 11,761,711 | 1,589,500 | (144,604) | (10,309,612) | 908,487 | |||||||||||||||
Balance at end of period (shares) at Sep. 30, 2019 | 263,110 | 16,157 | ||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 44,527 | 44,527 | ||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||
Net (loss) earnings | 59,680 | (2,687) | ||||||||||||||||||||||
Other comprehensive income, net of tax | (686) | |||||||||||||||||||||||
Stock-based compensation expense | 15 | |||||||||||||||||||||||
Stock-based compensation expense | 198,179 | 111,816 | 111,816 | 86,363 | ||||||||||||||||||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 7,820 | |||||||||||||||||||||||
Exchange Former IAC common stock and Class B common stock for Match Group common stock and completion of the Separation | (43,583) | |||||||||||||||||||||||
Other | (1) | |||||||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | 2,240 | 2,240 | ||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 3,898,318 | 2,928,042 | $ 0 | $ 263 | $ 16 | 11,683,799 | 1,689,925 | (136,349) | (10,309,612) | 970,276 | ||||||||||||||
Balance at beginning of period (shares) at Dec. 31, 2019 | 0 | 263,230 | 16,157 | |||||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||||||||
Net (loss) earnings | 50,349 | (12,018) | (12,018) | 62,367 | ||||||||||||||||||||
Other comprehensive loss, net of tax | 13,431 | 13,829 | 13,829 | (398) | ||||||||||||||||||||
Stock-based compensation expense | 198,179 | 111,816 | 111,816 | 86,363 | ||||||||||||||||||||
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes | $ 83,225 | $ (34,517) | $ 83,225 | $ (34,517) | $ 5 | $ 1 | $ 83,220 | $ (34,518) | ||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 4,803 | 453 | ||||||||||||||||||||||
Issuance of Former Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | $ (223,047) | $ (211,642) | $ (212,270) | $ 628 | $ (11,405) | |||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (7,820) | (7,820) | (7,820) | |||||||||||||||||||||
Purchase of treasury stock | (187,735) | (187,735) | (187,735) | |||||||||||||||||||||
Retirement of treasury stock | $ (184) | $ (10) | 194 | (10,309,612) | 10,309,612 | |||||||||||||||||||
Retirement of treasury stock (shares) | (184,340) | (10,368) | ||||||||||||||||||||||
Exchange Former IAC common stock and Class B common stock for Match Group common stock and completion of the Separation | (5,232,943) | (4,734,151) | $ 184 | $ (80) | $ (6) | (4,748,030) | 13,781 | (498,792) | ||||||||||||||||
Exchange Former IAC common stock and Class B common stock for Match Group common stock and Separation (shares) | 183,749 | (79,343) | (5,789) | |||||||||||||||||||||
Acquire Former Match Group noncontrolling interest | 608,168 | $ 58 | 608,110 | (608,168) | ||||||||||||||||||||
Acquire Former Match Group noncontrolling interest (shares) | 57,868 | |||||||||||||||||||||||
Stock issued (shares) | 17,339 | |||||||||||||||||||||||
Value of stock issued | $ 17 | (17) | ||||||||||||||||||||||
Other | (1) | (131) | (131) | 130 | ||||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | (1,442,561) | (1,442,934) | $ 264 | $ 0 | $ 0 | 7,296,618 | (8,631,705) | (108,111) | 0 | 373 | ||||||||||||||
Balance at end of period (shares) at Sep. 30, 2020 | 263,759 | 0 | 0 | |||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2020 | (156) | |||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||
Net (loss) earnings | (586) | (617) | ||||||||||||||||||||||
Stock-based compensation expense | 38,757 | 38,757 | 38,757 | |||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 3,013 | |||||||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | 2,240 | $ 2,240 | ||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2020 | (1,707,838) | (1,708,175) | $ 242 | 7,180,181 | (8,764,286) | (124,312) | 337 | |||||||||||||||||
Balance at beginning of period (shares) at Jun. 30, 2020 | 241,617 | |||||||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||||||||
Net (loss) earnings | 132,612 | 132,581 | 132,581 | 31 | ||||||||||||||||||||
Other comprehensive loss, net of tax | 16,206 | 16,201 | 16,201 | 5 | ||||||||||||||||||||
Stock-based compensation expense | 38,757 | 38,757 | 38,757 | |||||||||||||||||||||
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes | 83,225 | 83,225 | $ 5 | 83,220 | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 4,803 | |||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (3,013) | (3,013) | (3,013) | |||||||||||||||||||||
Stock issued (shares) | 17,339 | |||||||||||||||||||||||
Value of stock issued | $ 17 | (17) | ||||||||||||||||||||||
Other | (2,510) | (2,510) | (2,510) | |||||||||||||||||||||
Balance at end of period at Sep. 30, 2020 | $ (1,442,561) | $ (1,442,934) | $ 264 | $ 0 | $ 0 | $ 7,296,618 | $ (8,631,705) | $ (108,111) | $ 0 | $ 373 | ||||||||||||||
Balance at end of period (shares) at Sep. 30, 2020 | 263,759 | 0 | 0 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Former IAC Class B Convertible Common Stock $0.001 Par Value | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Former IAC common stock; $0.001 par value; authorized 1,600,000,000 shares; 0 and 263,229,724 shares issued; and 0 and 78,889,779 shares outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities attributable to continuing operations: | ||
Net earnings from continuing operations | $ 413,732 | $ 374,699 |
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations: | ||
Stock-based compensation expense | 80,647 | 70,817 |
Depreciation | 30,284 | 25,578 |
Amortization of intangibles | 7,262 | 1,464 |
Deferred income taxes | (6,594) | (26,184) |
Other adjustments, net | 57,042 | 22,912 |
Changes in assets and liabilities | ||
Accounts receivable | (87,920) | (68,557) |
Other assets | (26,132) | 3,251 |
Accounts payable and other liabilities | 18,281 | 45,711 |
Income taxes payable and receivable | 5,315 | (6,006) |
Deferred revenue | 26,928 | 24,570 |
Net cash provided by operating activities attributable to continuing operations | 518,845 | 468,255 |
Cash flows from investing activities attributable to continuing operations: | ||
Net cash used in business combinations | 0 | (3,759) |
Capital expenditures | (32,376) | (30,273) |
Net cash distribution related to Separation of IAC | (3,870,550) | 0 |
Purchases of investments | (9,115) | 0 |
Other, net | (93) | 1,071 |
Net cash used in investing activities attributable to continuing operations | (3,912,134) | (32,961) |
Cash flows from financing activities attributable to continuing operations: | ||
Borrowings under the Credit Facility | 20,000 | 40,000 |
Principal payments on Credit Facility | (20,000) | (300,000) |
Principal payments on Senior Notes | (400,000) | 0 |
Purchase of exchangeable note hedges | 0 | (303,428) |
Proceeds from issuance of warrants | 0 | 166,520 |
Debt issuance costs | (13,517) | (27,815) |
Proceeds from stock offering | 1,421,801 | 0 |
Proceeds from issuance of common stock pursuant to stock-based awards | 79,528 | 0 |
Withholding taxes paid on behalf of employees on net settled stock-based awards of Former Match Group and Match Group | (211,958) | (167,183) |
Purchase of Former Match Group treasury stock | (132,868) | (175,736) |
Purchase of noncontrolling interests | (15,827) | 0 |
Other, net | (15,188) | (25) |
Net cash provided by financing activities attributable to continuing operations | 1,711,971 | 732,333 |
Total cash (used in) provided by continuing operations | (1,681,318) | 1,167,627 |
Net cash provided by operating activities attributable to discontinued operations | 13,630 | 220,511 |
Net cash used in investing activities attributable to discontinued operations | (963,420) | (374,333) |
Net cash used in financing activities attributable to discontinued operations | (110,959) | (196,803) |
Total cash used in discontinued operations | (1,060,749) | (350,625) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 725 | (2,534) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (2,741,342) | 814,468 |
Cash, cash equivalents, and restricted cash at beginning of period | 3,140,358 | 2,133,685 |
Cash, cash equivalents, and restricted cash at end of period | 399,016 | 2,948,153 |
Senior Notes | ||
Cash flows from financing activities attributable to continuing operations: | ||
Proceeds from Senior debt offerings | 1,000,000 | 350,000 |
Exchangeable Notes | ||
Cash flows from financing activities attributable to continuing operations: | ||
Proceeds from Senior debt offerings | $ 0 | $ 1,150,000 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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., through its portfolio companies, is a leading provider of dating products available globally. Our portfolio of brands includes Tinder ® , Match ® , Meetic ® , OkCupid ® , Hinge ® , Pairs™, PlentyOfFish ® , and OurTime ® , as well as a number of other brands, each designed to increase our users’ likelihood of finding a meaningful connection. Through our portfolio companies and their trusted brands, we provide tailored products to meet the varying preferences of our users. Our products are available in over 40 languages to our users all over the world. Match Group has one operating segment, Dating, which is managed as a portfolio of dating brands. Separation of Match Group and IAC On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”). See “Note —Shareholders’ Equity” for additional information about the series of transactions. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries after the completion of the Separation, unless the context indicates otherwise. The following diagram illustrates the simplified organizational and ownership structure immediately prior to the Separation. Under the terms of the Transaction Agreement (the “Transaction Agreement”) dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, Former Match Group merged with and into Match Group Holdings II, LLC (“MG Holdings II”), an indirect wholly-owned subsidiary of Match Group, with MG Holdings II surviving the merger as an indirect wholly-owned subsidiary of Match Group. Former Match Group stockholders (other than Former IAC) received, through the merger, in exchange for each outstanding share of Former Match Group common stock that they held, one share of Match Group common stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of Match Group common stock with a value of $3.00 (calculated pursuant to the Transaction Agreement). As a result of the merger and other transactions contemplated by the Transaction Agreement, Former Match Group stockholders (other than Former IAC) became stockholders of the Company. The following diagram illustrates the simplified organizational and ownership structure immediately after the Separation. Discontinued Operations As a result of the Separation, the operations of Former IAC businesses other than Match Group are presented as discontinued operations. See “Note 3—Discontinued Operations” for additional details. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. Intercompany transactions and accounts have been eliminated. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated 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, 2019. 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 these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents, the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of revenue reserves; the carrying value of right-of-use assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; 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. Accounting for Investments and Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , following its adoption on January 1, 2018, with any changes to fair value recognized within other expense, net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities for impairment each reporting period when there are qualitative indicators or events that indicate possible impairment. Factors we consider in making this determination include negative change in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the security is below the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net. Revenue Recognition Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, 2019 was $218.8 million. During the nine months ended September 30, 2020, the Company recognized $216.6 million of revenue that was included in the deferred revenue balance as of December 31, 2019. The current deferred revenue balance at September 30, 2020 is $241.0 million. At September 30, 2020 and December 31, 2019, there was no non-current portion of deferred revenue. Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. Disaggregation of Revenue The following table presents disaggregated revenue: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In thousands) Direct Revenue: North America $ 321,806 $ 268,863 $ 869,471 $ 758,135 International 306,460 262,086 840,360 714,076 Total Direct Revenue 628,266 530,949 1,709,831 1,472,211 Indirect Revenue (principally advertising revenue) 11,504 10,544 30,031 31,880 Total Revenue $ 639,770 $ 541,493 $ 1,739,862 $ 1,504,091 Recent Accounting Pronouncements Accounting pronouncements adopted by the Company The Company adopted ASU No. 2016-13 effective January 1, 2020. ASU No. 2016-13 replaces the “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. The Company adopted ASU No. 2016-13 modified retrospective approach The Company adopted ASU No. 2019-12 effective January 1, 2020, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted ASU No. 2019-12 on January 1, 2020 using the modified retrospective basis for those amendments that are not applied on a prospective basis. The adoption of ASU No. 2019-12 did not have a material impact on the Company’s consolidated financial statements. Accounting pronouncements not yet adopted by the Company In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s exchangeable senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which will result in increased dilutive securities as the assumption of cash settlement of the notes will not be available for the purpose of calculating earnings per share. The provisions of ASU 2020-06 are effective for reporting periods beginning after December 15, 2021, with early adoption permitted for reporting periods beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the timing, method of adoption, and overall impact of this standard on its consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 2—INCOME TAXES At the end of each interim period, the Company estimates the annual 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 unrecognized tax benefits is recognized in the interim period in which the change occurs. The computation of the estimated annual 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 estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. For the three months ended September 30, 2020 and 2019, the Company recorded an income tax provision of $23.6 million and $1.2 million, representing effective tax rates of 15% and 1%, respectively. The effective tax rates in both three-month periods benefited from (i) excess tax benefits generated by the exercise and vesting of stock-based awards and (ii) research tax credits. For the nine months ended September 30, 2020 and 2019, the Company recorded an income tax provision of $7.3 million and benefit of $6.7 million, respectively. Both nine-month periods benefited from excess tax benefits generated by the exercise and vesting of stock-based awards, with the 2020 period partially offset by a non-recurring increase in the valuation allowance for foreign tax credits. At Separation, the Company became the parent of the Former IAC consolidated tax group. As a result, the Company’s net deferred tax asset was adjusted via additional paid-in capital for tax attributes allocated from our consolidated federal and state tax filings to IAC. The allocation of tax attributes that was recorded as of the date of the Separation is preliminary and subject to adjustment. Any subsequent adjustment to allocated tax attributes will be recognized as an adjustment to deferred taxes and additional paid-in capital. See “Note 10—Related Party Transactions” for amounts outstanding under the tax matters agreement entered into with IAC at Separation. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material. Match Group is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and amount of income and deductions, and the allocation of such income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for the years ended December 31, 2010 through 2016, resulting in reductions to the manufacturing tax deduction and research credits claimed. The IRS began an audit of the year ended December 31, 2017 in the second quarter. The statute of limitations for the years 2010 through 2012 has been extended to May 31, 2021, and the statute of limitations for the years 2013 to 2017 has been extended to December 31, 2021. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from examination of prior year tax returns. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustments. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided 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. At September 30, 2020 and December 31, 2019, unrecognized tax benefits, including interest and penalties, are $42.0 million and $55.5 million, respectively. Unrecognized tax benefits, including interest and penalties, at September 30, 2020 decreased by $13.5 million due primarily to the effective settlement of certain prior year tax positions with the IRS relating to the manufacturing tax deduction and research tax credits. If unrecognized tax benefits at September 30, 2020 are subsequently recognized, $37.6 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2019 was $51.9 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $3.2 million by September 30, 2021 due to settlements and expirations of statutes of limitations, all of which would reduce the income tax provision. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3—DISCONTINUED OPERATIONS On June 30, 2020, as part of the Separation described in “Note 1—The Company and Summary of Significant Accounting Policies,” the operations of Former IAC businesses other than Match Group are presented as discontinued operations. The components of assets and liabilities of discontinued operations in the accompanying consolidated balance sheet at December 31, 2019 consisted of the following: December 31, 2019 (In thousands) Cash and cash equivalents $ 2,673,619 Marketable securities 19,993 Accounts receivable, net 181,875 Other current assets 152,592 Total current assets in discontinued operations $ 3,028,079 Property and equipment, net $ 270,288 Goodwill 1,614,623 Intangible assets, net 350,150 Long-term investments 347,976 Other non-current assets 247,746 Total non-current assets in discontinued operations $ 2,830,783 Current portion of long-term debt $ 13,750 Accounts payable, trade 74,166 Deferred revenue 178,647 Accrued expenses and other current liabilities 322,333 Total current liabilities in discontinued operations $ 588,896 Long-term debt, net $ 231,946 Income taxes payable 6,410 Deferred income taxes 28,751 Other long-term liabilities 180,307 Total long-term liabilities in discontinued operations $ 447,414 The key components of earnings (loss) from discontinued operations for the three and nine months ended September 30, 2020 and 2019 consist of the following: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In thousands) Revenue $ — $ 705,381 $ 1,410,485 $ 2,035,284 Operating costs and expenses — (694,765) (1,840,178) (2,079,354) Operating income (loss) — 10,616 (429,693) (44,070) Interest expense — (3,139) (3,772) (10,491) Other (expense) income — (1,559) (2,503) 44,014 Income tax benefit 508 16,063 69,898 55,396 Earnings (loss) from discontinued operations 508 21,981 (366,070) 44,849 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 4—FINANCIAL INSTRUMENTS Equity securities without readily determinable fair values At September 30, 2020 and December 31, 2019, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $14.2 million and $5.1 million, respectively, and is included in “Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values, since the adoption of ASU 2016-01 on January 1, 2018 through September 30, 2020, were $6.1 million. For both the nine months ended September 30, 2020 and 2019, there were no adjustments to the carrying value of equity securities without readily determinable fair values. For all equity securities without readily determinable fair values as of September 30, 2020 and December 31, 2019, the Company has elected the measurement alternative. As of September 30, 2020, under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer. Fair Value Measurements 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 market prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: September 30, 2020 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 2,239 $ — $ 2,239 December 31, 2019 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 150,865 $ — $ 150,865 Time deposits — 30,000 30,000 Total $ 150,865 $ 30,000 $ 180,865 Assets measured at fair value on a nonrecurring basis The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. As of December 31, 2019, the net book value of both the Match brand in the UK and the Meetic brand in Europe approximated their fair values. An impairment of $4.6 million, which is included within amortization, was recognized on these brands during the nine months ended September 30, 2020, as the outbreak of COVID-19 placed additional pressure on projected 2020 revenues at these brands. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) $ (3,521,092) $ (5,301,037) $ (2,889,626) $ (3,904,406) ______________________ (a) At September 30, 2020 and December 31, 2019, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $371.4 million and $402.9 million, respectively. |
LONG-TERM DEBT, NET
LONG-TERM DEBT, NET | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, NET | NOTE 5—LONG-TERM DEBT, NET Long-term debt consists of: September 30, 2020 December 31, 2019 (In thousands) Credit Facility due February 13, 2025 $ — $ — Term Loan due February 13, 2027 (the “Term Loan”) 425,000 425,000 6.375% Senior Notes due June 1, 2024 (the “6.375% Senior Notes”); interest payable each June 1 and December 1 — 400,000 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 450,000 450,000 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1, commencing December 1, 2020 500,000 — 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 350,000 350,000 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 500,000 — 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 517,500 517,500 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000 Total debt 3,892,500 3,292,500 Less: Unamortized original issue discount 324,551 357,887 Less: Unamortized debt issuance costs 46,857 44,987 Total long-term debt, net $ 3,521,092 $ 2,889,626 Term Loan and Credit Facility In connection with the Separation, Former Match Group was merged into and with MG Holdings II. MG Holdings II replaced Former Match Group as borrower under the Credit Agreement and assumed its obligations thereunder and under the Term Loan and Credit Facility, as successor to Former Match Group. MG Holdings II, an indirect wholly-owned subsidiary of the Company, entered into the Term Loan under a credit agreement (the “Credit Agreement”) on November 16, 2015. On February 13, 2020, the Term Loan was amended to reprice the outstanding balance to LIBOR plus 1.75% and extend its maturity from November 16, 2022 to February 13, 2027. Additionally, the amendment provided for a benchmark replacement should the LIBOR rate not be available in the future. The rate used would be agreed to between the administrative agent and the Company and may be based upon a secured overnight financing rate at the Federal Reserve Bank of New York. Additional information about the benchmark replacement can be found in Amendment No. 6 to the Credit Agreement. At both September 30, 2020 and December 31, 2019, the outstanding balance on the Term Loan was $425 million and the interest rate of the Term Loan was 2.00% and 4.44% as of those dates, respectively. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for 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. On February 13, 2020, the Credit Facility was amended to, among other things, increase the available borrowing capacity from $500 million to $750 million, reduce interest rate margins by 0.125%, and extend its maturity to February 13, 2025. At September 30, 2020 and December 31, 2019, there were no outstanding borrowings under the Credit Facility. At September 30, 2020, there were letters of credit of $0.2 million outstanding. At September 30, 2020, we had $749.8 million available under the Credit Facility. The annual commitment fee on undrawn funds, which was 30 basis points as of September 30, 2020, is based on the current leverage ratio. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or LIBOR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio. The terms of the Credit Facility require MG Holdings II to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. The Credit Facility and Term Loan contain covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated net leverage ratio exceeds 4.0 to 1.0, or in the event a default has occurred. There are additional covenants under these debt agreements that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II 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 Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. Senior Notes In connection with the Separation on June 30, 2020, MG Holdings II replaced the Former Match Group as issuer of each of the Senior Notes and assumed its obligations thereunder and under the indentures governing each of the Senior Notes, respectively, as successor to Former Match Group. The 4.625% Senior Notes were issued by MG Holdings II on May 19, 2020. The proceeds from these notes were used to redeem the outstanding 6.375% Senior Notes, to pay expenses associated with the offering, and for general corporate purposes. At any time prior to June 1, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.125% Senior Notes were issued by MG Holdings II on February 11, 2020. The proceeds from these notes were used to fund a portion of the $3.00 per common share of Former Match Group that was payable in connection with the Separation. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 5.625% Senior Notes were issued by MG Holdings II on February 15, 2019. The proceeds from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 5.00% Senior Notes were issued by MG Holdings II on December 4, 2017. At any time prior to December 15, 2022, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 6.375% Senior Notes were redeemed on June 11, 2020 with proceeds from the 4.625% Senior Notes. The related call premium of $12.8 million and $2.9 million of unamortized original issue discount and debt issuance costs related to the 6.375% Senior Notes are included in “Other (expense) income, net” in the consolidated statement of operations for the nine months ended September 30, 2020. The indentures governing the 5.00% Senior Note contain covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At September 30, 2020, there were no limitations pursuant thereto. There are additional covenants in those indentures that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with certain financial ratios set forth therein, and (ii) incur liens, enter into agreements restricting the ability of MG Holdings II’s subsidiaries to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets. The indentures governing the 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indentures governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, and our ability to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. The Senior Notes all rank equally in right of payment. Exchangeable Notes During 2017, Match Group FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 2022 Exchangeable Notes. During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively. The 2022, 2026, and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries. Following the Separation, the number of shares of the Company’s common stock into which each $1,000 of principal of the Exchangeable Notes is exchangeable and the approximate equivalent exchange price per share were adjusted under the terms of each of the respective Exchangeable Notes to reflect the conversion of each from Former IAC amounts to Match Group amounts. The following table presents details of the exchangeable features under the amended Match Group terms: Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (a) Approximate Equivalent Exchange Price per Share (a) Exchangeable Date 2022 Exchangeable Notes 22.7331 $ 43.99 July 1, 2022 2026 Exchangeable Notes 11.4259 $ 87.52 March 15, 2026 2030 Exchangeable Notes 11.8739 $ 84.22 October 15, 2029 ______________________ (a) Subject to adjustment upon the occurrence of specified events. The Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days during the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five five the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described under the indentures governing the respective Exchangeable Notes. On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the Company, in its sole discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1) shares of the Company’s common stock, (2) cash or (3) a combination of cash and shares of the Company's common stock. It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face amount of the notes upon exchange; any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below). The Company’s 2022 Exchangeable Notes were exchangeable as of September 30, 2020; during the three and nine months ended September 30, 2020, no notes were exchanged. Any dilution arising from the 2022 Exchangeable Notes would be mitigated by the 2022 Exchangeable Notes Hedge. The Company’s 2026 and 2030 Exchangeable Notes were not exchangeable as of September 30, 2020, however, their if-converted value exceeds their respective principal amount. The following table presents the if-converted value that exceeded the principal of each note based on the Company’s stock price September 30, 2020 and December 31, 2019, respectively. The amounts for September 30, 2020 represent the exchange occurring under the Match Group terms and for December 31, 2019 represent the exchange occurring under Former IAC terms. September 30, 2020 December 31, 2019 (In millions) 2022 Exchangeable Notes $ 784.2 $ 329.6 2026 Exchangeable Notes $ 152.0 N/A 2030 Exchangeable Notes $ 180.5 N/A Additionally, each of Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc. may redeem for cash all or any portion of its applicable notes, at its option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the common stock underlying the respective notes has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Company separately accounts for the debt and equity components of the Exchangeable Notes, and therefore, the Company recorded an original issue discount and corresponding increase to additional paid-in capital, which is the fair value attributed to the exchange feature of each series of debt at issuance. The Company is amortizing the original issue discount and debt issuance costs utilizing the effective interest method over the life of the Exchangeable Notes. The effective interest rates for the 2022, 2026, and 2030 Exchangeable Notes are 4.73%, 5.35%, and 6.59%, respectively. The following tables sets forth the components of the Exchangeable Notes: September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 30,204 116,207 171,912 Net carrying value of the liability component $ 487,296 $ 458,793 $ 403,088 Equity component $ 70,363 $ 138,796 $ 189,213 December 31, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 40,768 129,037 181,800 Net carrying value of the liability component $ 476,732 $ 445,963 $ 393,200 Equity component $ 70,363 $ 138,796 $ 189,213 The following table sets forth interest expense recognized related to the Exchangeable Notes: Three Months Ended September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,132 $ 1,257 $ 2,875 Amortization of original issue discount 3,575 4,378 3,369 Amortization of debt issuance costs 885 332 183 Total interest expense recognized $ 5,592 $ 5,967 $ 6,427 Nine Months Ended September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,396 $ 3,773 $ 8,625 Amortization of original issue discount 10,564 12,830 9,888 Amortization of debt issuance costs 2,615 972 537 Total interest expense recognized $ 16,575 $ 17,575 $ 19,050 Three Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,132 $ 1,258 $ 2,875 Amortization of original issue discount 3,006 4,109 3,124 Amortization of debt issuance costs 375 294 148 Total interest expense recognized $ 4,513 $ 5,661 $ 6,147 Nine Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,396 $ 1,705 $ 3,897 Amortization of original issue discount 9,765 5,608 4,270 Amortization of debt issuance costs 2,117 425 233 Total interest expense recognized $ 15,278 $ 7,738 $ 8,400 Exchangeable Notes Hedge and Warrants In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below (the “Exchangeable Notes Warrants”). The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo, Inc., Match Group FinanceCo 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company common stock exceeds their respective strike prices. Following the Separation, the number of shares and the approximate equivalent exchange price per share for the related Exchangeable Notes Hedge were adjusted to reflect the conversion from Former IAC to Match Group. The Exchangeable Notes Warrants also had adjustments in the number of shares and strike price per share to reflect the conversion from Former IAC to Match Group. The following tables present details of the Exchangeable Notes Hedges and Warrants under the amended Match Group terms: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Hedge 11.8 $ 43.99 2026 Exchangeable Notes Hedge 6.6 $ 87.52 2030 Exchangeable Notes Hedge 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Warrants 11.8 $ 68.22 2026 Exchangeable Notes Warrants 6.6 $ 134.76 2030 Exchangeable Notes Warrants 6.8 $ 134.82 ______________________ (a) Subject to adjustment upon the occurrence of specified events. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 6—ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings. Three Months Ended September 30, 2020 Accumulated Other Comprehensive (Loss) Income Balance at July 1 $ (124,312) Other comprehensive income 16,205 Amounts reclassified to earnings (4) Net current period other comprehensive income 16,201 Balance at September 30 $ (108,111) Three Months Ended September 30, 2019 Accumulated Other Comprehensive Loss (In thousands) Balance at July 1 $ (125,705) Other comprehensive loss (18,389) Net period other comprehensive loss (18,389) Allocation of accumulated other comprehensive loss related to the noncontrolling interests (510) Balance at September 30 $ (144,604) Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (136,349) $ — $ (136,349) Other comprehensive income (loss) before reclassifications 13,998 (1) 13,997 Amounts reclassified to earnings (168) — (168) Net current period other comprehensive income (loss) 13,830 (1) 13,829 Allocation of accumulated other comprehensive income related to the noncontrolling interests 628 — 628 Separation of IAC 13,780 1 13,781 Balance at September 30 $ (108,111) $ — $ (108,111) Nine Months Ended September 30, 2019 Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (128,726) $ 4 $ (128,722) Other comprehensive loss (16,299) (4) (16,303) Net period other comprehensive loss (16,299) (4) (16,303) Allocation of accumulated other comprehensive loss related to the noncontrolling interests 421 — 421 Balance at September 30 $ (144,604) $ — $ (144,604) At both September 30, 2020 and 2019, there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 7—EARNINGS PER SHARE As a result of the Separation, weighted average basic and dilutive shares outstanding for all periods prior to the Separation reflect the share position of Former IAC multiplied by the Separation exchange ratio of 2.1584. The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended September 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 131,487 $ 131,487 $ 137,791 $ 137,791 Net loss (earnings) attributable to noncontrolling interests 586 586 (29,317) (29,317) Impact from subsidiaries’ dilutive securities of continuing operations (a) — (395) — (7,334) Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 132,073 $ 131,678 $ 108,474 $ 101,140 Earnings from discontinued operations, net of tax $ 508 $ 508 $ 21,981 $ 21,981 Net earnings attributable to noncontrolling interests of discontinued operations — — (1,911) (1,911) Impact from subsidiaries’ dilutive securities of discontinued operations (a) — — — (8) Net earnings from discontinued operations attributable to shareholders $ 508 $ 508 $ 20,070 $ 20,062 Net earnings attributable to Match Group, Inc. shareholders $ 132,581 $ 132,186 $ 128,544 $ 121,202 Denominator Weighted average basic shares outstanding 260,744 260,744 182,154 182,154 Dilutive securities (a)(b)(c)(d) — 29,206 — 10,997 Denominator for earnings per share—weighted average shares (a)(b)(c)(d) 260,744 289,950 182,154 193,151 Earnings per share: Earnings per share from continuing operations $ 0.51 $ 0.45 $ 0.60 $ 0.52 Earnings per share from discontinued operations, net of tax $ — $ — $ 0.11 $ 0.10 Earnings per share attributable to Match Group, Inc. shareholders $ 0.51 $ 0.46 $ 0.71 $ 0.63 Nine Months Ended September 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 413,732 $ 413,732 $ 374,699 $ 374,699 Net earnings attributable to noncontrolling interests (59,999) (59,999) (78,124) (78,124) Impact from subsidiaries’ dilutive securities of continuing operations (a) — (9,823) — (20,107) Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 353,733 $ 343,910 $ 296,575 $ 276,468 (Loss) earnings from discontinued operations, net of tax $ (366,070) $ (366,070) $ 44,849 $ 44,849 Net loss (earnings) attributable to noncontrolling interests of discontinued operations 319 319 (10,718) (10,718) Impact from subsidiaries’ dilutive securities of discontinued operations (a) $ — $ (240) $ — $ (67) Net (loss) earnings from discontinued operations attributable to shareholders (365,751) (365,991) 34,131 34,064 Net (loss) earnings attributable to Match Group, Inc. shareholders $ (12,018) $ (22,081) $ 330,706 $ 310,532 Denominator Weighted average basic shares outstanding 209,113 209,113 181,624 181,624 Dilutive securities (a)(b)(c)(d) — 16,286 — 12,516 Denominator for earnings per share—weighted average shares (a)(b)(c)(d) 209,113 225,399 181,624 194,140 Earnings per share: Earnings per share from continuing operations $ 1.69 $ 1.53 $ 1.63 $ 1.42 (Loss) earnings per share from discontinued operations, net of tax $ (1.75) $ (1.62) $ 0.19 $ 0.18 (Loss) earnings per share attributable to Match Group, Inc. shareholders $ (0.06) $ (0.10) $ 1.82 $ 1.60 ______________________ (a) Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and ANGI to settle certain ANGI equity awards. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity; exchange of the Company's Exchangeable Notes; and vesting of restricted stock units. For both the three and nine months ended September 30, 2020, 13.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2019, 16.7 million and 24.2 million, respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based stock options (“PSOs”) and units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of 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 awards, PSOs, and PSUs is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2020, 0.3 million shares underlying market-based awards, PSOs, and PSUs, and for both the three and nine months ended September 30, 2019, 0.7 million shares underlying 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. (d) It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods after the Separation during which the average price of Match Group’s common stock exceeded the approximate $43.99, $87.52 and $84.22 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes, and the 2030 Exchangeable Notes, respectively. The average price of Match Group’s common stock was $105.90 for the three months ended September 30, 2020 and the dilutive impact of the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes was 6.9 million, 1.1 million, and 1.4 million shares, respectively. As a result of the Separation, the dilutive impact for the nine months ended September 30, 2020 was determined by calculating the dilutive impact for the period prior to the Separation using the Former IAC average price and for the period after the Separation using the Match Group average price. The resulting dilutive impact for each period was then weighted proportionally. For periods prior to the Separation, the Company determined the dilutive impact of the Exchangeable Notes when the average price of Former IAC common stock exceeded the approximately $152.18, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes, and the 2030 Exchangeable Notes, respectively. The average price of Former IAC’s common stock was $235.09 for the six months ended June 30, 2020. For the nine months ended September 30, 2020, weighting the respective periods on a quarterly basis, the dilutive impact for the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes was 4.0 million, 0.4 million, and 0.5 million shares, respectively. For the three and nine months ended September 30, 2019, the average price of Former IAC’s common stock was $238.90 and $223.32, respectively, and the dilutive impact of the 2022 Exchangeable Notes, which was the only series of Exchangeable Notes that was dilutive for those periods, was 2.7 million and 2.3 million shares, respectively. |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | NOTE 8—CONSOLIDATED FINANCIAL STATEMENT DETAILS Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2020 December 31, 2019 September 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 398,884 $ 465,676 $ 366,447 $ 186,947 Restricted cash included in other current assets 132 127 125 193 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — 2,674,146 2,581,178 1,946,125 Restricted cash included in non-current assets of discontinued operations — 409 403 420 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 399,016 $ 3,140,358 $ 2,948,153 $ 2,133,685 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
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. Pursuant to the Transaction Agreement, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below. Note that the official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties post the separation of Match Group and IAC. Tinder Optionholder Litigation against Former Match Group and Match Group On August 14, 2018, ten then-current and former employees of Match Group, LLC or Tinder, Inc. (“Tinder”), an operating business of Former Match Group, filed a lawsuit in New York state court against Former Match Group and Match Group. See Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc. , No. 654038/2018 (Supreme Court, New York County). The complaint alleges that in 2017, the defendants: (i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. The complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Former Match Group only), and interference with prospective economic advantage, and seeks compensatory damages in the amount of at least $2 billion, as well as punitive damages. On August 31, 2018, four plaintiffs who were still employed by Former Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs. On July 13, 2020, the four former plaintiffs filed arbitration demands asserting the same valuation claims and on September 3, 2020, the four arbitrations were consolidated. On August 14, 2020, the defendants filed a motion to stay the trial in the New York case until the related arbitrations have been decided, which motion has been fully briefed. On October 9, 2018, the defendants filed a motion to dismiss the complaint on various grounds, including that the 2017 valuation of Tinder by the investment banks was an expert determination any challenge to which is both time-barred under applicable law and available only on narrow substantive grounds that the plaintiffs have not pleaded in their complaint; the plaintiffs opposed the motion. On June 13, 2019, the court issued a decision and order (i) granting the motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichment, (ii) granting the motion to dismiss the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and (iii) otherwise denying the motion to dismiss. On June 21, 2019, the defendants filed a notice of appeal from the trial court’s partial denial of their motion to dismiss, and the parties thereafter briefed the appeal. On October 29, 2019, the Appellate Division, First Department, issued an order affirming the lower court’s decision. On November 22, 2019, the defendants filed a motion for reargument or, in the alternative, leave to appeal the Appellate Division’s order to the New York Court of Appeals; the plaintiffs opposed the motion. On May 21, 2020, the Appellate Division, First Department, granted the motion for reargument, and upon reargument, substituted a new order which also affirmed the lower court’s decision. On June 5, 2020, the defendants filed a motion for leave to appeal to the Court of Appeals. On July 24, 2020, the Appellate Division, First Department, denied the motion for leave to appeal to the Court of Appeals. On June 3, 2019, the defendants filed a second motion to dismiss based upon certain provisions of the plaintiffs’ agreement with a litigation funding firm; the plaintiffs opposed the motion, which remains pending. Document discovery in the case is substantially complete; deposition discovery has resumed after a temporary pause due to the COVID-19 pandemic. On January 30, 2020, the parties participated in a mediation that did not result in resolution of the matter. We believe that the allegations against Former Match Group and Match Group in this lawsuit are without merit and will continue to defend vigorously against it. On September 20, 2020, Justice Joel M. Cohen was appointed to the New York case to fill the vacancy created when Justice Saliann Scarpula was appointed to the Appellate Division, First Department. FTC Lawsuit Against Former Match Group In March 2017, the Federal Trade Commission (“FTC”) requested information and documents in connection with a civil investigation regarding certain business practices of Match.com. The FTC raised potential claims relating to Match.com’s marketing, chargeback, and online cancellation practices. In November 2018, the FTC proposed to resolve its potential claims via a consent judgment requiring certain changes in those practices, as well as a $60 million payment. Ensuing discussions between the Company and the FTC ended without resolution. On August 7, 2019, the FTC voted to assert claims against the Company and referred the matter to the U.S. Department of Justice (“DOJ”). The DOJ subsequently declined to pursue a civil case against the Company and referred the matter back to the FTC. On September 25, 2019, the FTC filed a lawsuit in the Northern District of Texas against Former Match Group. See FTC v. Match Group, Inc. , No. 3:19-cv-02281-K (N.D. Tex.). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com told non-paying users that other users were trying to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its former six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On October 17, 2019, the Company filed a motion to dismiss the complaint. The FTC opposed the motion. On April 22, 2020, the court stayed the case pending a ruling on the motion to dismiss, which remains pending. On July 17, 2020, the Company filed a motion for leave to request a stay until the United States Supreme Court issues a decision in Fed. Trade Comm’n v. Credit Bureau Ctr., in which it granted certiorari on July 9, 2020. The Company filed a motion to stay, which was fully briefed on September 29, 2020. The court granted the motion on October 9, 2020. On September 26, 2019, the Company received a grand-jury subpoena from the DOJ for documents relating to certain of the marketing-related claims in the FTC’s complaint. The Company has cooperated with the DOJ in responding to its subpoena. On September 2, 2020, the DOJ informed the Company that it was releasing it from the subpoena and that it was no longer conducting an investigation into any areas or practices covered by the subpoena. We believe that the FTC’s claims regarding Match.com’s practices, policies, and procedures are without merit and will defend vigorously against them. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10—RELATED PARTY TRANSACTIONS Relationship with IAC following the Separation In connection with the Separation, the Company entered into certain agreements with IAC to govern the relationship between the Company and IAC following the Separation. These agreements, in certain cases, supersede the agreements entered into between Former Match Group and Former IAC in connection with Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include: a tax matters agreement; a transition services agreement; and an employee matters agreement. The IPO Agreements that were not superseded were terminated at closing of the Separation. In addition to the agreements entered into at the time of the Separation, Match Group leases office space to IAC in a building owned by the Company in Los Angeles. Match Group also leases office space from IAC in New York City on a month-to-month basis, which the Company expects to terminate in the first half of 2021. For the three and nine months ended September 30, 2020, the Company received less than $0.1 million from IAC pursuant to the Los Angeles lease and the Company paid $0.5 million to IAC pursuant to the New York City lease. Match Group has a payable to IAC of less than $0.1 million as of September 30, 2020. In July 2020, in connection with the Separation, the sale of 17.3 million newly issued shares of Match Group common stock was completed by IAC. The proceeds of $1.4 billion, net of associated fees, were transferred directly to IAC pursuant to the terms of the Transaction Agreement. Tax Matters Agreement Pursuant to the tax matters agreement, each of Match Group and IAC is responsible for certain tax liabilities and obligations following the transfer by Former IAC (i) to Match Group of certain assets and liabilities of, or related to, the businesses of Former IAC (other than Former Match Group) and (ii) to holders of Former IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”). Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify Match Group against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match Group's or Former Match Group’s actions or failure to act, Match Group's or Former Match Group’s breach of certain representations or covenants or certain acquisitions of equity securities of Match Group, in each case, described in the tax matters agreement (a "Match Group fault-based action"). If the failure to so qualify is attributable to a Match Group fault-based action, Match Group is responsible for liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates. Under the tax matters agreement, as of September 30, 2020, Match Group is obligated to remit to IAC $1.9 million of expected state tax refunds relating to tax years prior to the Separation. This obligation is included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet. Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Separation. At September 30, 2020, a receivable of $2.0 million is included in “Other current assets” in the accompanying consolidated balance sheet representing an estimate of the amount that Match Group is expected to be indemnified under this arrangement. At September 30, 2020, Match Group has an indemnification asset of $0.6 million included in “Other non-current assets” in the accompanying consolidated balance sheet for uncertain tax positions that related to Former IAC prior to the Separation. For the three and nine months ended September 30, 2020, the Company paid IAC $20.9 million pursuant to the tax matters agreement related to income tax refunds received by the Company. Additionally, the Company received $0.5 million from IAC under the tax matters agreement. Transition Services Agreement Pursuant to the transition services agreement, IAC continues to provides certain services to Match Group that Former IAC had historically provided to Former Match Group. Match Group also provides certain services to IAC that Former Match Group previously provided to Former IAC. The transition services agreement also provides that Match Group and IAC will make efforts to replace, amend, or divide certain joint contracts with third-parties relating to services or products used by both Match Group and IAC. Match Group and IAC also agreed to continue sharing certain services provided pursuant to certain third-party vendor contracts that were not replaced, amended, or divided prior to closing of the Separation. For the three and nine months ended September 30, 2020, the Company paid IAC $0.2 million related to services provided by IAC under the transitions services agreement. Additionally, the Company received $2.4 million from IAC for services provided under the transitions services agreement. Employee Matters Agreement Pursuant to the amended and restated employee matters agreement Match Group will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees upon exercise or vesting. In addition, Match Group employees will continue to participate in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan until December 31, 2020 (or such earlier date as requested by Match Group upon 120 days’ notice), following which time, Match Group will have established its own employee benefit plans. Match Group will reimburse IAC for the costs of such participation pursuant to the amended and restated employee matters agreement. For the three and nine months ended September 30, 2020, the Company paid IAC $1.3 million for the cost of IAC equity awards held by the Company’s employees upon vesting. Additionally, the Company paid IAC $8.7 million for health and welfare plans and 401(k) plan, inclusive of employee contributions to both. Other Agreements The Transaction Agreement provides that each of Match Group and IAC has agreed to indemnify, defend and hold harmless the other party from and against any liabilities arising out of: (i) any asset or liability allocated to such party or the other members of such party's group under the Transaction Agreement or the businesses of such party's group after the closing of the Separation; (ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party's group contained in the Transaction Agreement that survives the closing of the Separation or is contained in any ancillary agreement; and (iii) any untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with respect to information contained in or incorporated into the Form S-4 Registration Statement (the “Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) by IAC and Former IAC in connection with the Separation or the joint proxy statement/prospectus filed by Former IAC and Former Match Group with the SEC pursuant to the Form S-4. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Match Group, Inc., through its portfolio companies, is a leading provider of dating products available globally. Our portfolio of brands includes Tinder ® , Match ® , Meetic ® , OkCupid ® , Hinge ® , Pairs™, PlentyOfFish ® , and OurTime ® , as well as a number of other brands, each designed to increase our users’ likelihood of finding a meaningful connection. Through our portfolio companies and their trusted brands, we provide tailored products to meet the varying preferences of our users. Our products are available in over 40 languages to our users all over the world. Match Group has one operating segment, Dating, which is managed as a portfolio of dating brands. |
Basis of Presentation and Consolidation | The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). 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. Intercompany transactions and accounts have been eliminated. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated 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, 2019. |
Accounting Estimates and Accounting for Investments and Equity Securities | 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 these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents, the carrying value of accounts receivable, including the determination of the Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , following its adoption on January 1, 2018, with any changes to fair value recognized within other expense, net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities for impairment each reporting period when there are qualitative indicators or events that indicate possible impairment. Factors we consider in making this determination include negative change in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the security is below the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net. |
Revenue Recognition | Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Deferred Revenue Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. |
Recent Accounting Pronouncements Adopted by the Company | The Company adopted ASU No. 2016-13 effective January 1, 2020. ASU No. 2016-13 replaces the “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. The Company adopted ASU No. 2016-13 modified retrospective approach The Company adopted ASU No. 2019-12 effective January 1, 2020, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted ASU No. 2019-12 on January 1, 2020 using the modified retrospective basis for those amendments that are not applied on a prospective basis. The adoption of ASU No. 2019-12 did not have a material impact on the Company’s consolidated financial statements. Accounting pronouncements not yet adopted by the Company In August 2020, the FASB issued ASU No. 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s exchangeable senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which will result in increased dilutive securities as the assumption of cash settlement of the notes will not be available for the purpose of calculating earnings per share. The provisions of ASU 2020-06 are effective for reporting periods beginning after December 15, 2021, with early adoption permitted for reporting periods beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the timing, method of adoption, and overall impact of this standard on its consolidated financial statements. |
Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents disaggregated revenue: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In thousands) Direct Revenue: North America $ 321,806 $ 268,863 $ 869,471 $ 758,135 International 306,460 262,086 840,360 714,076 Total Direct Revenue 628,266 530,949 1,709,831 1,472,211 Indirect Revenue (principally advertising revenue) 11,504 10,544 30,031 31,880 Total Revenue $ 639,770 $ 541,493 $ 1,739,862 $ 1,504,091 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The components of assets and liabilities of discontinued operations in the accompanying consolidated balance sheet at December 31, 2019 consisted of the following: December 31, 2019 (In thousands) Cash and cash equivalents $ 2,673,619 Marketable securities 19,993 Accounts receivable, net 181,875 Other current assets 152,592 Total current assets in discontinued operations $ 3,028,079 Property and equipment, net $ 270,288 Goodwill 1,614,623 Intangible assets, net 350,150 Long-term investments 347,976 Other non-current assets 247,746 Total non-current assets in discontinued operations $ 2,830,783 Current portion of long-term debt $ 13,750 Accounts payable, trade 74,166 Deferred revenue 178,647 Accrued expenses and other current liabilities 322,333 Total current liabilities in discontinued operations $ 588,896 Long-term debt, net $ 231,946 Income taxes payable 6,410 Deferred income taxes 28,751 Other long-term liabilities 180,307 Total long-term liabilities in discontinued operations $ 447,414 The key components of earnings (loss) from discontinued operations for the three and nine months ended September 30, 2020 and 2019 consist of the following: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (In thousands) Revenue $ — $ 705,381 $ 1,410,485 $ 2,035,284 Operating costs and expenses — (694,765) (1,840,178) (2,079,354) Operating income (loss) — 10,616 (429,693) (44,070) Interest expense — (3,139) (3,772) (10,491) Other (expense) income — (1,559) (2,503) 44,014 Income tax benefit 508 16,063 69,898 55,396 Earnings (loss) from discontinued operations 508 21,981 (366,070) 44,849 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: September 30, 2020 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 2,239 $ — $ 2,239 December 31, 2019 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 150,865 $ — $ 150,865 Time deposits — 30,000 30,000 Total $ 150,865 $ 30,000 $ 180,865 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) $ (3,521,092) $ (5,301,037) $ (2,889,626) $ (3,904,406) ______________________ (a) At September 30, 2020 and December 31, 2019, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $371.4 million and $402.9 million, respectively. |
LONG-TERM DEBT, NET (Tables)
LONG-TERM DEBT, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of: September 30, 2020 December 31, 2019 (In thousands) Credit Facility due February 13, 2025 $ — $ — Term Loan due February 13, 2027 (the “Term Loan”) 425,000 425,000 6.375% Senior Notes due June 1, 2024 (the “6.375% Senior Notes”); interest payable each June 1 and December 1 — 400,000 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 450,000 450,000 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1, commencing December 1, 2020 500,000 — 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 350,000 350,000 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 500,000 — 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 517,500 517,500 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000 Total debt 3,892,500 3,292,500 Less: Unamortized original issue discount 324,551 357,887 Less: Unamortized debt issuance costs 46,857 44,987 Total long-term debt, net $ 3,521,092 $ 2,889,626 Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (a) Approximate Equivalent Exchange Price per Share (a) Exchangeable Date 2022 Exchangeable Notes 22.7331 $ 43.99 July 1, 2022 2026 Exchangeable Notes 11.4259 $ 87.52 March 15, 2026 2030 Exchangeable Notes 11.8739 $ 84.22 October 15, 2029 ______________________ (a) Subject to adjustment upon the occurrence of specified events. |
Schedule of Exchangeable Notes Hedges and Warrants | The following tables sets forth the components of the Exchangeable Notes: September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 30,204 116,207 171,912 Net carrying value of the liability component $ 487,296 $ 458,793 $ 403,088 Equity component $ 70,363 $ 138,796 $ 189,213 December 31, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 40,768 129,037 181,800 Net carrying value of the liability component $ 476,732 $ 445,963 $ 393,200 Equity component $ 70,363 $ 138,796 $ 189,213 Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Hedge 11.8 $ 43.99 2026 Exchangeable Notes Hedge 6.6 $ 87.52 2030 Exchangeable Notes Hedge 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Warrants 11.8 $ 68.22 2026 Exchangeable Notes Warrants 6.6 $ 134.76 2030 Exchangeable Notes Warrants 6.8 $ 134.82 ______________________ (a) Subject to adjustment upon the occurrence of specified events. |
Schedule of Interest Expense, Exchangeable Notes | The following table sets forth interest expense recognized related to the Exchangeable Notes: Three Months Ended September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,132 $ 1,257 $ 2,875 Amortization of original issue discount 3,575 4,378 3,369 Amortization of debt issuance costs 885 332 183 Total interest expense recognized $ 5,592 $ 5,967 $ 6,427 Nine Months Ended September 30, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,396 $ 3,773 $ 8,625 Amortization of original issue discount 10,564 12,830 9,888 Amortization of debt issuance costs 2,615 972 537 Total interest expense recognized $ 16,575 $ 17,575 $ 19,050 Three Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,132 $ 1,258 $ 2,875 Amortization of original issue discount 3,006 4,109 3,124 Amortization of debt issuance costs 375 294 148 Total interest expense recognized $ 4,513 $ 5,661 $ 6,147 Nine Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,396 $ 1,705 $ 3,897 Amortization of original issue discount 9,765 5,608 4,270 Amortization of debt issuance costs 2,117 425 233 Total interest expense recognized $ 15,278 $ 7,738 $ 8,400 |
Schedule of If-Converted Value in Excess of Principal | The following table presents the if-converted value that exceeded the principal of each note based on the Company’s stock price September 30, 2020 and December 31, 2019, respectively. The amounts for September 30, 2020 represent the exchange occurring under the Match Group terms and for December 31, 2019 represent the exchange occurring under Former IAC terms. September 30, 2020 December 31, 2019 (In millions) 2022 Exchangeable Notes $ 784.2 $ 329.6 2026 Exchangeable Notes $ 152.0 N/A 2030 Exchangeable Notes $ 180.5 N/A |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings. Three Months Ended September 30, 2020 Accumulated Other Comprehensive (Loss) Income Balance at July 1 $ (124,312) Other comprehensive income 16,205 Amounts reclassified to earnings (4) Net current period other comprehensive income 16,201 Balance at September 30 $ (108,111) Three Months Ended September 30, 2019 Accumulated Other Comprehensive Loss (In thousands) Balance at July 1 $ (125,705) Other comprehensive loss (18,389) Net period other comprehensive loss (18,389) Allocation of accumulated other comprehensive loss related to the noncontrolling interests (510) Balance at September 30 $ (144,604) Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (136,349) $ — $ (136,349) Other comprehensive income (loss) before reclassifications 13,998 (1) 13,997 Amounts reclassified to earnings (168) — (168) Net current period other comprehensive income (loss) 13,830 (1) 13,829 Allocation of accumulated other comprehensive income related to the noncontrolling interests 628 — 628 Separation of IAC 13,780 1 13,781 Balance at September 30 $ (108,111) $ — $ (108,111) Nine Months Ended September 30, 2019 Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ (128,726) $ 4 $ (128,722) Other comprehensive loss (16,299) (4) (16,303) Net period other comprehensive loss (16,299) (4) (16,303) Allocation of accumulated other comprehensive loss related to the noncontrolling interests 421 — 421 Balance at September 30 $ (144,604) $ — $ (144,604) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended September 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 131,487 $ 131,487 $ 137,791 $ 137,791 Net loss (earnings) attributable to noncontrolling interests 586 586 (29,317) (29,317) Impact from subsidiaries’ dilutive securities of continuing operations (a) — (395) — (7,334) Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 132,073 $ 131,678 $ 108,474 $ 101,140 Earnings from discontinued operations, net of tax $ 508 $ 508 $ 21,981 $ 21,981 Net earnings attributable to noncontrolling interests of discontinued operations — — (1,911) (1,911) Impact from subsidiaries’ dilutive securities of discontinued operations (a) — — — (8) Net earnings from discontinued operations attributable to shareholders $ 508 $ 508 $ 20,070 $ 20,062 Net earnings attributable to Match Group, Inc. shareholders $ 132,581 $ 132,186 $ 128,544 $ 121,202 Denominator Weighted average basic shares outstanding 260,744 260,744 182,154 182,154 Dilutive securities (a)(b)(c)(d) — 29,206 — 10,997 Denominator for earnings per share—weighted average shares (a)(b)(c)(d) 260,744 289,950 182,154 193,151 Earnings per share: Earnings per share from continuing operations $ 0.51 $ 0.45 $ 0.60 $ 0.52 Earnings per share from discontinued operations, net of tax $ — $ — $ 0.11 $ 0.10 Earnings per share attributable to Match Group, Inc. shareholders $ 0.51 $ 0.46 $ 0.71 $ 0.63 Nine Months Ended September 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 413,732 $ 413,732 $ 374,699 $ 374,699 Net earnings attributable to noncontrolling interests (59,999) (59,999) (78,124) (78,124) Impact from subsidiaries’ dilutive securities of continuing operations (a) — (9,823) — (20,107) Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 353,733 $ 343,910 $ 296,575 $ 276,468 (Loss) earnings from discontinued operations, net of tax $ (366,070) $ (366,070) $ 44,849 $ 44,849 Net loss (earnings) attributable to noncontrolling interests of discontinued operations 319 319 (10,718) (10,718) Impact from subsidiaries’ dilutive securities of discontinued operations (a) $ — $ (240) $ — $ (67) Net (loss) earnings from discontinued operations attributable to shareholders (365,751) (365,991) 34,131 34,064 Net (loss) earnings attributable to Match Group, Inc. shareholders $ (12,018) $ (22,081) $ 330,706 $ 310,532 Denominator Weighted average basic shares outstanding 209,113 209,113 181,624 181,624 Dilutive securities (a)(b)(c)(d) — 16,286 — 12,516 Denominator for earnings per share—weighted average shares (a)(b)(c)(d) 209,113 225,399 181,624 194,140 Earnings per share: Earnings per share from continuing operations $ 1.69 $ 1.53 $ 1.63 $ 1.42 (Loss) earnings per share from discontinued operations, net of tax $ (1.75) $ (1.62) $ 0.19 $ 0.18 (Loss) earnings per share attributable to Match Group, Inc. shareholders $ (0.06) $ (0.10) $ 1.82 $ 1.60 ______________________ (a) Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and ANGI to settle certain ANGI equity awards. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity; exchange of the Company's Exchangeable Notes; and vesting of restricted stock units. For both the three and nine months ended September 30, 2020, 13.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2019, 16.7 million and 24.2 million, respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based stock options (“PSOs”) and units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of 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 awards, PSOs, and PSUs is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2020, 0.3 million shares underlying market-based awards, PSOs, and PSUs, and for both the three and nine months ended September 30, 2019, 0.7 million shares underlying 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. (d) It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods after the Separation during which the average price of Match Group’s common stock exceeded the approximate $43.99, $87.52 and $84.22 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes, and the 2030 Exchangeable Notes, respectively. The average price of Match Group’s common stock was $105.90 for the three months ended September 30, 2020 and the dilutive impact of the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes was 6.9 million, 1.1 million, and 1.4 million shares, respectively. As a result of the Separation, the dilutive impact for the nine months ended September 30, 2020 was determined by calculating the dilutive impact for the period prior to the Separation using the Former IAC average price and for the period after the Separation using the Match Group average price. The resulting dilutive impact for each period was then weighted proportionally. For periods prior to the Separation, the Company determined the dilutive impact of the Exchangeable Notes when the average price of Former IAC common stock exceeded the approximately $152.18, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes, and the 2030 Exchangeable Notes, respectively. The average price of Former IAC’s common stock was $235.09 for the six months ended June 30, 2020. For the nine months ended September 30, 2020, weighting the respective periods on a quarterly basis, the dilutive impact for the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes was 4.0 million, 0.4 million, and 0.5 million shares, respectively. |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2020 December 31, 2019 September 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 398,884 $ 465,676 $ 366,447 $ 186,947 Restricted cash included in other current assets 132 127 125 193 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — 2,674,146 2,581,178 1,946,125 Restricted cash included in non-current assets of discontinued operations — 409 403 420 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 399,016 $ 3,140,358 $ 2,948,153 $ 2,133,685 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2020 December 31, 2019 September 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 398,884 $ 465,676 $ 366,447 $ 186,947 Restricted cash included in other current assets 132 127 125 193 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — 2,674,146 2,581,178 1,946,125 Restricted cash included in non-current assets of discontinued operations — 409 403 420 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 399,016 $ 3,140,358 $ 2,948,153 $ 2,133,685 |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 9 Months Ended | |||||
Sep. 30, 2020USD ($)segment$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Class of Stock | ||||||
Number of operating segments | segment | 1 | |||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | |||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Extensible List] | us-gaap:AccountingStandardsUpdate201604CumulativeEffectPeriodOfAdoptionMember | |||||
Stockholders' equity | $ | $ (1,442,561,000) | $ (1,707,838,000) | $ 3,898,318,000 | $ 3,805,761,000 | $ 3,843,597,000 | $ 3,551,801,000 |
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Class of Stock | ||||||
Stockholders' equity | $ | $ 0 | |||||
New Match Common Stock | ||||||
Class of Stock | ||||||
Stock issued in transaction per parent company share (shares) | shares | 1 | |||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 240,954,000 | $ 218,843,000 |
Deferred revenue recognized | 216,600,000 | |
Noncurrent deferred revenue | $ 0 | $ 0 |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 639,770 | $ 541,493 | $ 1,739,862 | $ 1,504,091 |
Direct Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 628,266 | 530,949 | 1,709,831 | 1,472,211 |
Indirect Revenue (principally advertising revenue) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,504 | 10,544 | 30,031 | 31,880 |
North America | Direct Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 321,806 | 268,863 | 869,471 | 758,135 |
International | Direct Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 306,460 | $ 262,086 | $ 840,360 | $ 714,076 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ 23,568 | $ 1,240 | $ 7,257 | $ (6,746) | |
Effective income tax rate (as a percent) | 15.00% | 1.00% | |||
Unrecognized tax benefits including interest and penalties | $ 42,000 | 42,000 | $ 55,500 | ||
Increase (decrease) in unrecognized tax benefits including interest and penalties | 13,500 | ||||
Unrecognized tax benefits that would reduce income tax expense | 37,600 | 37,600 | $ 51,900 | ||
Decrease in unrecognized tax benefits is reasonably possible | $ 3,200 | $ 3,200 |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||||
Cash and cash equivalents | $ 0 | $ 2,674,146 | $ 2,581,178 | $ 1,946,125 |
Total current assets in discontinued operations | 0 | 3,028,079 | ||
Noncurrent Assets | ||||
Total non-current assets in discontinued operations | 0 | 2,830,783 | ||
Current Liabilities | ||||
Total current liabilities in discontinued operations | 0 | 588,896 | ||
Noncurrent Liabilities | ||||
Total long-term liabilities in discontinued operations | $ 0 | 447,414 | ||
Discontinued Operations, Disposed of by Sale | IAC/InterActiveCorp | ||||
Current Assets | ||||
Cash and cash equivalents | 2,673,619 | |||
Marketable securities | 19,993 | |||
Accounts receivable, net | 181,875 | |||
Other current assets | 152,592 | |||
Total current assets in discontinued operations | 3,028,079 | |||
Noncurrent Assets | ||||
Property and equipment, net | 270,288 | |||
Goodwill | 1,614,623 | |||
Intangible assets, net | 350,150 | |||
Long-term investments | 347,976 | |||
Other non-current assets | 247,746 | |||
Total non-current assets in discontinued operations | 2,830,783 | |||
Current Liabilities | ||||
Current portion of long-term debt | 13,750 | |||
Accounts payable, trade | 74,166 | |||
Deferred revenue | 178,647 | |||
Accrued expenses and other current liabilities | 322,333 | |||
Total current liabilities in discontinued operations | 588,896 | |||
Noncurrent Liabilities | ||||
Long-term debt, net | 231,946 | |||
Income taxes payable | 6,410 | |||
Deferred income taxes | 28,751 | |||
Other long-term liabilities | 180,307 | |||
Total long-term liabilities in discontinued operations | $ 447,414 |
DISCONTINUED OPERATIONS - Com_2
DISCONTINUED OPERATIONS - Components of Loss (Details) - Discontinued Operations, Disposed of by Sale - IAC/InterActiveCorp - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 0 | $ 705,381 | $ 1,410,485 | $ 2,035,284 |
Operating costs and expenses | 0 | (694,765) | (1,840,178) | (2,079,354) |
Operating income (loss) | 0 | 10,616 | (429,693) | (44,070) |
Interest expense | 0 | (3,139) | (3,772) | (10,491) |
Other (expense) income | 0 | (1,559) | (2,503) | 44,014 |
Income tax benefit | 508 | 16,063 | 69,898 | 55,396 |
Earnings (loss) from discontinued operations | $ 508 | $ 21,981 | $ (366,070) | $ 44,849 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | |||
Carrying value of investments in equity securities without readily determinable fair value | $ 14,200,000 | $ 5,100,000 | |
Gross unrealized losses of downward adjustments to the carrying value of equity securities without readily determinable fair values | 6,100,000 | ||
Impairment charge on equity securities without readily determinable fair value | 0 | $ 0 | |
Trade Name | United Kingdom | |||
Schedule of Investments [Line Items] | |||
Impairment of intangible assets | $ 4,600,000 |
FINANCIAL INSTRUMENTS - Assets
FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash equivalents | $ 180,865 | |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 150,865 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 30,000 | |
Money market funds | ||
Assets: | ||
Cash equivalents | $ 2,239 | 150,865 |
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 2,239 | 150,865 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | $ 0 | 0 |
Time deposits | ||
Assets: | ||
Cash equivalents | 30,000 | |
Time deposits | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | $ 30,000 |
FINANCIAL INSTRUMENTS - Carryin
FINANCIAL INSTRUMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | $ (3,521,092) | $ (2,889,626) |
Unamortized original issue discount and debt issuance costs | 371,400 | 402,900 |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | $ (5,301,037) | $ (3,904,406) |
LONG-TERM DEBT, NET - Summary (
LONG-TERM DEBT, NET - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 11, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 3,892,500 | $ 3,292,500 | |
Less: unamortized original issue discount | 324,551 | 357,887 | |
Less: Unamortized debt issuance costs | 46,857 | 44,987 | |
Total long-term debt, net | 3,521,092 | 2,889,626 | |
Credit Facility | Credit Facility due December 7, 2023 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 0 | |
Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 425,000 | 425,000 | |
Senior Notes | 6.375% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | 400,000 | |
Less: unamortized original issue discount | $ (12,800) | ||
Less: Unamortized debt issuance costs | $ 2,900 | ||
Stated interest rate (as a percent) | 6.375% | ||
Senior Notes | 5.00% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 450,000 | 450,000 | |
Stated interest rate (as a percent) | 5.00% | ||
Senior Notes | 4.625% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 500,000 | 0 | |
Stated interest rate (as a percent) | 4.625% | ||
Senior Notes | 5.625% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 350,000 | 350,000 | |
Stated interest rate (as a percent) | 5.625% | ||
Senior Notes | 4.125% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 500,000 | 0 | |
Stated interest rate (as a percent) | 4.125% | ||
Senior Notes | 2022 Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 517,500 | 517,500 | |
Less: unamortized original issue discount | $ 30,204 | 40,768 | |
Stated interest rate (as a percent) | 0.875% | ||
Senior Notes | 2026 Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 575,000 | 575,000 | |
Less: unamortized original issue discount | $ 116,207 | 129,037 | |
Stated interest rate (as a percent) | 0.875% | ||
Senior Notes | 2030 Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 575,000 | 575,000 | |
Less: unamortized original issue discount | $ 171,912 | $ 181,800 | |
Stated interest rate (as a percent) | 2.00% |
LONG-TERM DEBT, NET - Narrative
LONG-TERM DEBT, NET - Narrative (Details) | Feb. 13, 2020USD ($) | Sep. 30, 2020USD ($)trading_day$ / shares | Jun. 11, 2020USD ($) | Feb. 12, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity on Credit Facility | $ 750,000,000 | $ 500,000,000 | ||||
Increase (decrease) in interest rate (as a percent) | (0.125%) | |||||
Remaining borrowing capacity under the Credit Facility | $ 749,800,000 | |||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | |||||
Call discount (premium) | $ 324,551,000 | $ 357,887,000 | ||||
Debt issuance costs | 46,857,000 | 44,987,000 | ||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings under the Credit Facility | $ 200,000 | |||||
New Match Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | |||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Threshold trading days | trading_day | 20 | |||||
Threshold consecutive trading days | trading_day | 30 | |||||
Exchange price on applicable trading day (as a percent) | 130.00% | |||||
Period of trading days of reported sale price of common stock | 5 days | |||||
Period of consecutive trading days of reported sale price of common stock | 5 days | |||||
Proportion of product of last reported price (as a percent) | 98.00% | |||||
Senior Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Maximum leverage ratio | 5 | |||||
Senior Notes | 4.125% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 4.125% | |||||
Senior Notes | 5.625% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 5.625% | |||||
Senior Notes | 5.00% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 5.00% | |||||
Senior Notes | 6.375% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 6.375% | |||||
Call discount (premium) | $ (12,800,000) | |||||
Debt issuance costs | $ 2,900,000 | |||||
Senior Notes | Exchangeable Notes | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Threshold trading days | trading_day | 20 | |||||
Threshold consecutive trading days | trading_day | 30 | |||||
Exchange price on applicable trading day (as a percent) | 130.00% | |||||
Redemption price (as a percent) | 100.00% | |||||
Senior Notes | 2022 Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 487,296,000 | 476,732,000 | ||||
Effective interest rate (as a percent) | 4.73% | |||||
Stated interest rate (as a percent) | 0.875% | |||||
Call discount (premium) | $ 30,204,000 | 40,768,000 | ||||
Principal amount of long-term debt | $ 517,500,000 | |||||
Senior Notes | 2026 Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 458,793,000 | 445,963,000 | ||||
Effective interest rate (as a percent) | 5.35% | |||||
Stated interest rate (as a percent) | 0.875% | |||||
Call discount (premium) | $ 116,207,000 | 129,037,000 | ||||
Principal amount of long-term debt | 575,000,000 | |||||
Senior Notes | 2030 Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 403,088,000 | 393,200,000 | ||||
Effective interest rate (as a percent) | 6.59% | |||||
Stated interest rate (as a percent) | 2.00% | |||||
Call discount (premium) | $ 171,912,000 | 181,800,000 | ||||
Principal amount of long-term debt | 575,000,000 | |||||
Term Loan | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 425,000,000 | $ 425,000,000 | ||||
Effective interest rate (as a percent) | 2.00% | 4.44% | ||||
Term Loan | Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.75% | |||||
Credit Facility | Credit Facility due December 7, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings under the Credit Facility | $ 0 | |||||
Annual commitment fee (as a percent) | 0.30% | |||||
Maximum leverage ratio | 4 | |||||
Credit Facility | Credit Facility due December 7, 2023 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Maximum leverage ratio | 2 | |||||
Credit Facility | Credit Facility due December 7, 2023 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Maximum leverage ratio | 5 |
LONG-TERM DEBT, NET - Details o
LONG-TERM DEBT, NET - Details of Exchangeable Notes (Details) - Senior Notes | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
2022 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares | 22.7331 |
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares | $ 43.99 |
2026 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares | 11.4259 |
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares | $ 87.52 |
2030 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares | 11.8739 |
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares | $ 84.22 |
LONG-TERM DEBT, NET - If-Conver
LONG-TERM DEBT, NET - If-Converted Value in Excess of Principal (Details) - Senior Notes - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
2022 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
If-converted value in excess of principal | $ 784.2 | $ 329.6 |
2026 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
If-converted value in excess of principal | 152 | |
2030 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
If-converted value in excess of principal | $ 180.5 |
LONG-TERM DEBT, NET - Component
LONG-TERM DEBT, NET - Components of Exchangeable Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Liability component: | ||
Principal | $ 3,892,500 | $ 3,292,500 |
Less: unamortized original issue discount | 324,551 | 357,887 |
2022 Exchangeable Notes | Senior Notes | ||
Liability component: | ||
Principal | 517,500 | 517,500 |
Less: unamortized original issue discount | 30,204 | 40,768 |
Net carrying value of the liability component | 487,296 | 476,732 |
Equity component | 70,363 | 70,363 |
2026 Exchangeable Notes | Senior Notes | ||
Liability component: | ||
Principal | 575,000 | 575,000 |
Less: unamortized original issue discount | 116,207 | 129,037 |
Net carrying value of the liability component | 458,793 | 445,963 |
Equity component | 138,796 | 138,796 |
2030 Exchangeable Notes | Senior Notes | ||
Liability component: | ||
Principal | 575,000 | 575,000 |
Less: unamortized original issue discount | 171,912 | 181,800 |
Net carrying value of the liability component | 403,088 | 393,200 |
Equity component | $ 189,213 | $ 189,213 |
LONG-TERM DEBT, NET - Schedule
LONG-TERM DEBT, NET - Schedule of Interest Expense, Exchangeable Notes (Details) - Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
2022 Exchangeable Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 1,132 | $ 1,132 | $ 3,396 | $ 3,396 |
Amortization of original issue discount | 3,575 | 3,006 | 10,564 | 9,765 |
Amortization of debt issuance costs | 885 | 375 | 2,615 | 2,117 |
Total interest expense recognized | 5,592 | 4,513 | 16,575 | 15,278 |
2026 Exchangeable Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 1,257 | 1,258 | 3,773 | 1,705 |
Amortization of original issue discount | 4,378 | 4,109 | 12,830 | 5,608 |
Amortization of debt issuance costs | 332 | 294 | 972 | 425 |
Total interest expense recognized | 5,967 | 5,661 | 17,575 | 7,738 |
2030 Exchangeable Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 2,875 | 2,875 | 8,625 | 3,897 |
Amortization of original issue discount | 3,369 | 3,124 | 9,888 | 4,270 |
Amortization of debt issuance costs | 183 | 148 | 537 | 233 |
Total interest expense recognized | $ 6,427 | $ 6,147 | $ 19,050 | $ 8,400 |
LONG-TERM DEBT, NET - Details_2
LONG-TERM DEBT, NET - Details of Exchangeable Notes Hedges and Warrants (Details) - Senior Notes shares in Millions | Sep. 30, 2020$ / sharesshares |
2022 Exchangeable Notes | Exchangeable Notes Hedge | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 11.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 43.99 |
2022 Exchangeable Notes | Exchangeable Notes Warrant | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 11.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 68.22 |
2026 Exchangeable Notes | Exchangeable Notes Hedge | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 6.6 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 87.52 |
2026 Exchangeable Notes | Exchangeable Notes Warrant | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 6.6 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 134.76 |
2030 Exchangeable Notes | Exchangeable Notes Hedge | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 6.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 84.22 |
2030 Exchangeable Notes | Exchangeable Notes Warrant | |
Debt Instrument [Line Items] | |
Number of Shares | shares | 6.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 134.82 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | $ 2,928,042,000 | |||
Other comprehensive income | 13,997,000 | $ (16,303,000) | ||
Amounts reclassified into earnings | (168,000) | |||
Net period other comprehensive loss | 13,829,000 | (16,303,000) | ||
Allocation of accumulated other comprehensive income (loss) related to the noncontrolling interests | 628,000 | 421,000 | ||
Separation of IAC | 13,781,000 | |||
Balance at end of period | $ (1,442,934,000) | (1,442,934,000) | ||
Tax benefit / provision in accumulated other comprehensive loss | 0 | $ 0 | 0 | 0 |
Accumulated Other Comprehensive (Loss) Income | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | (124,312,000) | (125,705,000) | (136,349,000) | (128,722,000) |
Other comprehensive income | 16,205,000 | (18,389,000) | ||
Amounts reclassified into earnings | (4,000) | |||
Net period other comprehensive loss | 16,201,000 | (18,389,000) | ||
Allocation of accumulated other comprehensive income (loss) related to the noncontrolling interests | (510,000) | |||
Balance at end of period | (108,111,000) | (144,604,000) | (108,111,000) | (144,604,000) |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | (136,349,000) | (128,726,000) | ||
Other comprehensive income | 13,998,000 | (16,299,000) | ||
Amounts reclassified into earnings | (168,000) | |||
Net period other comprehensive loss | 13,830,000 | (16,299,000) | ||
Allocation of accumulated other comprehensive income (loss) related to the noncontrolling interests | 628,000 | 421,000 | ||
Separation of IAC | 13,780,000 | |||
Balance at end of period | (108,111,000) | (144,604,000) | (108,111,000) | (144,604,000) |
Unrealized Gain (Loss) on Available-For-Sale Security | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | 0 | 4,000 | ||
Other comprehensive income | (1,000) | (4,000) | ||
Amounts reclassified into earnings | 0 | |||
Net period other comprehensive loss | (1,000) | (4,000) | ||
Allocation of accumulated other comprehensive income (loss) related to the noncontrolling interests | 0 | 0 | ||
Separation of IAC | 1,000 | |||
Balance at end of period | $ 0 | $ 0 | $ 0 | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | Sep. 30, 2020shares |
Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of shares issued upon Separation per former Class A common stock exchanged (shares) | 2.1584 |
EARNINGS PER SHARE - Summary (D
EARNINGS PER SHARE - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: Basic | |||||
Net earnings from continuing operations | $ 131,487 | $ 137,791 | $ 413,732 | $ 374,699 | |
Net loss (earnings) attributable to noncontrolling interests | 586 | (29,317) | (59,999) | (78,124) | |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 132,073 | 108,474 | 353,733 | 296,575 | |
Earnings (loss) from discontinued operations, net of tax | 508 | 21,981 | (366,070) | 44,849 | |
Net earnings attributable to noncontrolling interests of discontinued operations | 0 | (1,911) | 319 | (10,718) | |
Net earnings from discontinued operations attributable to shareholders | 508 | 20,070 | (365,751) | 34,131 | |
Net earnings (loss) attributable to Match Group, Inc. shareholders | 132,581 | 128,544 | (12,018) | 330,706 | |
Numerator: Diluted | |||||
Net earnings from continuing operations | 131,487 | 137,791 | 413,732 | 374,699 | |
Net loss (earnings) attributable to noncontrolling interests | 586 | (29,317) | (59,999) | (78,124) | |
Impact from subsidiaries’ dilutive securities of continuing operations(a) | (395) | (7,334) | (9,823) | (20,107) | |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 131,678 | 101,140 | 343,910 | 276,468 | |
Earnings (loss) from discontinued operations, net of tax | 508 | 21,981 | (366,070) | 44,849 | |
Net earnings attributable to noncontrolling interests of discontinued operations | 0 | (1,911) | 319 | (10,718) | |
Impact from subsidiaries’ dilutive securities of discontinued operations(a) | 0 | (8) | (240) | (67) | |
Net earnings from discontinued operations attributable to shareholders | 508 | 20,062 | (365,991) | 34,064 | |
Net (loss) earnings attributable to Match Group, Inc. shareholders | $ 132,186 | $ 121,202 | $ (22,081) | $ 310,532 | |
Denominator: Basic | |||||
Basic weighted average common shares outstanding (shares) | 260,744 | 182,154 | 209,113 | 181,624 | |
Denominator: Diluted | |||||
Basic weighted average common shares outstanding (shares) | 260,744 | 182,154 | 209,113 | 181,624 | |
Dilutive securities (shares) | 29,206 | 10,997 | 16,286 | 12,516 | |
Dilutive weighted average common shares outstanding (shares) | 289,950 | 193,151 | 225,399 | 194,140 | |
Earnings per share: | |||||
Earnings per share from continuing operations - basic (USD per share) | $ 0.51 | $ 0.60 | $ 1.69 | $ 1.63 | |
Earnings per share from continuing operations - diluted (USD per share) | 0.45 | 0.52 | 1.53 | 1.42 | |
Loss per share from discontinued operations, net of tax - basic (USD per share) | 0 | 0.11 | (1.75) | 0.19 | |
Loss per share from discontinued operations, net of tax - diluted (USD per share) | 0 | 0.10 | (1.62) | 0.18 | |
Earnings per share attributable to Match Group, Inc. shareholders - basic (USD per share) | 0.51 | 0.71 | (0.06) | 1.82 | |
Earnings per share attributable to Match Group, Inc. shareholders - diluted (USD per share) | 0.46 | 0.63 | (0.10) | 1.60 | |
Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Average stock price during period (USD per share) | $ 105.90 | ||||
Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Average stock price during period (USD per share) | $ 238.90 | $ 235.09 | $ 223.32 | ||
Senior Notes | 2022 Exchangeable Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 43.99 | ||||
Senior Notes | 2022 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 43.99 | ||||
Senior Notes | 2022 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 152.18 | ||||
Senior Notes | 2026 Exchangeable Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 87.52 | ||||
Senior Notes | 2026 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 87.52 | ||||
Senior Notes | 2026 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 302.77 | ||||
Senior Notes | 2030 Exchangeable Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 84.22 | ||||
Senior Notes | 2030 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | 84.22 | ||||
Senior Notes | 2030 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 291.35 | ||||
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 (shares) | 13,400 | 16,700 | 13,400 | 24,200 | |
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 (shares) | 300 | 700 | 300 | 700 | |
Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 2,700 | 2,300 | |||
Exchangeable Notes | 2022 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 6,900 | ||||
Exchangeable Notes | 2022 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 4,000 | ||||
Exchangeable Notes | 2026 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 1,100 | ||||
Exchangeable Notes | 2026 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 400 | ||||
Exchangeable Notes | 2030 Exchangeable Notes | Match Group | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 1,400 | ||||
Exchangeable Notes | 2030 Exchangeable Notes | Former IAC | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 500 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 398,884 | $ 465,676 | $ 366,447 | $ 186,947 |
Restricted cash included in other current assets | 132 | 127 | 125 | 193 |
Cash, cash equivalents, and restricted cash included in current assets of discontinued operations | 0 | 2,674,146 | 2,581,178 | 1,946,125 |
Restricted cash included in non-current assets of discontinued operations | 0 | 409 | 403 | 420 |
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows | $ 399,016 | $ 3,140,358 | $ 2,948,153 | $ 2,133,685 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) | Jun. 13, 2019plaintiff | Aug. 31, 2018plaintiff | Aug. 14, 2018USD ($)plaintiff | Nov. 30, 2018USD ($) | Sep. 30, 2020USD ($)lawsuit |
Loss Contingencies [Line Items] | |||||
Loss contingency reserve | $ | $ 0 | ||||
Number of lawsuits with possible material impact (one or more) | lawsuit | 1 | ||||
Tinder Optionholder Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of plaintiffs | plaintiff | 6 | 6 | 10 | ||
Number of plaintiffs with discontinuance of their claims without prejudice | plaintiff | 4 | ||||
Number of plaintiffs that were granted motion to dismiss merger-related claim for breach of contract | plaintiff | 2 | ||||
Tinder Optionholder Litigation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ | $ 2,000,000,000 | ||||
FTC Investigation of Business Practices | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ | $ 60,000,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - IAC - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | |
Leasing Arrangements | ||||
Related Party Transaction | ||||
Received from affiliate | $ 0.1 | $ 0.1 | ||
Paid to affiliate | 0.5 | 0.5 | ||
Pass-through Transactions | ||||
Related Party Transaction | ||||
Due to affiliate | 0.1 | 0.1 | ||
Separation Agreement | Common Stock | ||||
Related Party Transaction | ||||
Value of stock issued | $ 1,400 | |||
Stock issued (shares) | 17.3 | |||
Tax Sharing Agreement | ||||
Related Party Transaction | ||||
Received from affiliate | 0.5 | 0.5 | ||
Paid to affiliate | 20.9 | 20.9 | ||
Due to related parties | $ 1.9 | |||
Tax Sharing Agreement | Other Current Assets | ||||
Related Party Transaction | ||||
Due from affiliates | $ 2 | |||
Tax Sharing Agreement | Other Non-current Assets | ||||
Related Party Transaction | ||||
Due from affiliates | 0.6 | 0.6 | ||
Transition Services Agreement | ||||
Related Party Transaction | ||||
Received from affiliate | 2.4 | 2.4 | ||
Paid to affiliate | 0.2 | 0.2 | ||
Equity Award Transactions | ||||
Related Party Transaction | ||||
Paid to affiliate | 1.3 | |||
Health and Welfare and 401(k) Plans | ||||
Related Party Transaction | ||||
Paid to affiliate | $ 8.7 | $ 8.7 |