Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Address, Address Line Two | 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 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | MTCH | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 279,323,890 | ||
Entity Public Float | $ 19,648,496,863 | ||
Documents Incorporated by Reference | Portions of Part III of this Annual Report are incorporated by reference to the Registrant’s proxy statement for its 2023 Annual Meeting of Stockholders. | ||
Entity Central Index Key | 0000891103 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 572,395 | $ 815,384 |
Short-term investments | 8,723 | 11,818 |
Accounts receivable, net of allowance of $387 and $281, respectively | 191,940 | 188,482 |
Other current assets | 109,327 | 202,568 |
Total current assets | 882,385 | 1,218,252 |
Property and equipment, net | 176,136 | 163,256 |
Goodwill | 2,348,366 | 2,411,996 |
Intangible assets, net | 357,747 | 771,697 |
Deferred income taxes | 276,947 | 334,937 |
Other non-current assets | 141,183 | 163,150 |
TOTAL ASSETS | 4,182,764 | 5,063,288 |
LIABILITIES | ||
Current maturities of long-term debt, net | 0 | 99,927 |
Accounts payable | 13,699 | 37,871 |
Deferred revenue | 252,718 | 262,131 |
Accrued expenses and other current liabilities | 289,937 | 768,366 |
Total current liabilities | 556,354 | 1,168,295 |
Long-term debt, net | 3,835,726 | 3,829,421 |
Income taxes payable | 13,282 | 13,842 |
Deferred income taxes | 32,631 | 130,261 |
Other long-term liabilities | 103,652 | 116,051 |
Redeemable noncontrolling interests | 0 | 1,260 |
Commitments and contingencies | ||
SHAREHOLDERS’ EQUITY | ||
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 286,817,375 and 283,470,334 shares issued; and 279,625,364 and 283,470,334 outstanding at December 31, 2022 and December 31, 2021, respectively | 287 | 283 |
Additional paid-in capital | 8,273,637 | 8,164,216 |
Retained deficit | (7,782,568) | (8,144,514) |
Accumulated other comprehensive loss | (369,182) | (223,754) |
Treasury stock; 7,192,011 and 0 shares, respectively | (482,049) | 0 |
Total Match Group, Inc. shareholders’ equity | (359,875) | (203,769) |
Noncontrolling interests | 994 | 7,927 |
Total shareholders’ equity | (358,881) | (195,842) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 4,182,764 | $ 5,063,288 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance and reserves of accounts receivable | $ 387 | $ 281 |
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) | 286,817,375 | 283,470,334 |
Common stock outstanding (shares) | 279,625,364 | 283,470,334 |
Treasury stock (shares) | 7,192,011 | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 3,188,843 | $ 2,983,277 | $ 2,391,269 |
Operating costs and expenses: | |||
Cost of revenue (exclusive of depreciation shown separately below) | 959,963 | 839,308 | 635,833 |
Selling and marketing expense | 534,517 | 566,459 | 479,907 |
General and administrative expense | 435,868 | 414,821 | 311,207 |
Product development expense | 333,639 | 241,049 | 169,811 |
Depreciation | 43,594 | 41,402 | 41,271 |
Impairment and amortization of intangibles | 366,257 | 28,559 | 7,525 |
Total operating costs and expenses | 2,673,838 | 2,131,598 | 1,645,554 |
Operating income | 515,005 | 851,679 | 745,715 |
Interest expense | (145,547) | (130,493) | (130,624) |
Other income (expense), net | 8,033 | (465,038) | 15,861 |
Earnings from continuing operations, before tax | 377,491 | 256,148 | 630,952 |
Income tax (provision) benefit | (15,361) | 19,897 | (43,273) |
Net earnings from continuing operations | 362,130 | 276,045 | 587,679 |
(Loss) earnings from discontinued operations, net of tax | (2,211) | 509 | (366,070) |
Net earnings | 359,919 | 276,554 | 221,609 |
Net loss (earnings) attributable to noncontrolling interests | 2,027 | 1,169 | (59,280) |
Net earnings attributable to Match Group, Inc. shareholders | $ 361,946 | $ 277,723 | $ 162,329 |
Net earnings per share from continuing operations: | |||
Basic (USD per share) | $ 1.29 | $ 1.01 | $ 2.36 |
Diluted (USD per share) | 1.25 | 0.93 | 2.09 |
Net earnings per share attributable to Match Group, Inc. shareholders: | |||
Basic (USD per share) | 1.28 | 1.01 | 0.73 |
Diluted (USD per share) | $ 1.24 | $ 0.93 | $ 0.66 |
Stock-based compensation expense by function: | |||
Total stock-based compensation expense | $ 203,880 | $ 146,816 | $ 102,268 |
Cost of revenue | |||
Stock-based compensation expense by function: | |||
Total stock-based compensation expense | 5,903 | 5,554 | 4,201 |
Selling and marketing expense | |||
Stock-based compensation expense by function: | |||
Total stock-based compensation expense | 7,608 | 7,941 | 5,141 |
General and administrative expense | |||
Stock-based compensation expense by function: | |||
Total stock-based compensation expense | 106,133 | 81,420 | 59,174 |
Product development expense | |||
Stock-based compensation expense by function: | |||
Total stock-based compensation expense | $ 84,236 | $ 51,901 | $ 33,752 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 359,919 | $ 276,554 | $ 221,609 |
Other comprehensive (loss) income, net of tax | |||
Change in foreign currency translation adjustment | (146,361) | (142,608) | 39,415 |
Change in unrealized losses on available-for-sale securities | 0 | 0 | (1) |
Total other comprehensive (loss) income | (146,361) | (142,608) | 39,414 |
Comprehensive income | 213,558 | 133,946 | 261,023 |
Comprehensive loss (income) attributable to noncontrolling interests: | |||
Net loss (earnings) attributable to noncontrolling interests | 2,027 | 1,169 | (59,280) |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 933 | 308 | 1,072 |
Comprehensive loss (income) attributable to noncontrolling interests | 2,960 | 1,477 | (58,208) |
Comprehensive income attributable to Match Group, Inc. shareholders | $ 216,518 | $ 135,423 | $ 202,815 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Former IAC | Match Group and ANGI | Redeemable Noncontrolling Interests | Total Match Group, Inc. Shareholders’ Equity | Total Match Group, Inc. Shareholders’ Equity Former IAC | Total Match Group, Inc. Shareholders’ Equity Match Group and ANGI | Common Stock | Common Stock Common Stock $0.001 Par Value | Common Stock Former IAC Common Stock $0.001 Par Value | Common Stock Former IAC Common Stock $0.001 Par Value Former IAC | Common Stock Former IAC Class B Convertible Common Stock $0.001 Par Value | Additional Paid-in Capital | Additional Paid-in Capital Former IAC | Additional Paid-in Capital Match Group and ANGI | Retained Earnings (Deficit) | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income Match Group and ANGI | Treasury Stock | Noncontrolling Interests | Noncontrolling Interests Match Group and ANGI |
Balance at beginning of period at Dec. 31, 2019 | $ 44,527 | ||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||||||||||||||||
Net earnings (loss) | $ (59,280) | (3,136) | |||||||||||||||||||
Other comprehensive (loss) income, net of tax | (686) | ||||||||||||||||||||
Stock-based compensation expense | 15 | ||||||||||||||||||||
Purchase of redeemable noncontrolling interests | (3,165) | ||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 6,669 | ||||||||||||||||||||
Exchange Common stock and Class B for Class M Common stock and spin off IAC | (43,583) | ||||||||||||||||||||
Other | (1) | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | 640 | ||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 3,627,800 | $ 2,657,524 | $ 0 | $ 263 | $ 16 | $ 11,378,160 | $ 1,725,046 | $ (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 earnings (loss) | 224,745 | 162,329 | 162,329 | 62,416 | |||||||||||||||||
Other comprehensive (loss) income, net of tax | 40,100 | 40,486 | 40,486 | (386) | |||||||||||||||||
Stock-based compensation expense | 220,891 | 134,528 | 134,528 | 86,363 | |||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 155,293 | $ (34,517) | 155,293 | $ (34,517) | $ 8 | $ 1 | 155,285 | $ (34,518) | |||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 8,373 | 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 | (6,669) | (6,669) | (6,669) | ||||||||||||||||||
Purchase of Match Group and ANGI treasury stock | $ (187,735) | $ (187,735) | $ (187,735) | ||||||||||||||||||
Retirement of treasury stock | 0 | $ (184) | $ (10) | 194 | (10,309,612) | 10,309,612 | |||||||||||||||
Retire treasury stock (shares) | (184,340) | (10,368) | |||||||||||||||||||
Exchange Common stock and Class B for Class M Common stock and spin off IAC | (5,230,236) | (4,731,444) | $ 184 | $ (80) | $ (6) | (4,745,323) | 13,781 | (498,792) | |||||||||||||
Exchange Common stock and Class B for Class M Common stock and spin off IAC (shares) | (183,749) | (79,343) | (5,789) | ||||||||||||||||||
Acquisition of Former Match Group noncontrolling interest | 608,168 | $ 58 | 608,110 | (608,168) | |||||||||||||||||
Acquisition of Former Match Group noncontrolling interest (in shares) | 57,868 | ||||||||||||||||||||
Issuance of common stock | $ 17 | (17) | |||||||||||||||||||
Issuance of common stock (shares) | 17,339 | ||||||||||||||||||||
Other | 0 | (738) | (738) | 738 | |||||||||||||||||
Balance at end of period at Dec. 31, 2020 | (1,413,375) | (1,414,417) | $ 267 | $ 0 | $ 0 | 7,089,007 | (8,422,237) | (81,454) | 0 | 1,042 | |||||||||||
Balance at end of period (shares) at Dec. 31, 2020 | 267,329 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||||||||||||||||
Net earnings (loss) | 1,169 | (2,047) | |||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 2,667 | ||||||||||||||||||||
Other | 0 | ||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | 1,260 | 1,260 | |||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||||||||||
Net earnings (loss) | 278,601 | 277,723 | 277,723 | 878 | |||||||||||||||||
Other comprehensive (loss) income, net of tax | (142,608) | (142,300) | (142,300) | (308) | |||||||||||||||||
Stock-based compensation expense | 153,692 | 153,692 | 153,692 | ||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 42,714 | 42,714 | $ 5 | 42,709 | |||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 4,678 | ||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (2,667) | (2,667) | (2,667) | ||||||||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (1,835) | (1,835) | 1,835 | ||||||||||||||||||
Issuance of common stock for the acquisition of Hyperconnect | 890,851 | 890,851 | $ 6 | 890,845 | |||||||||||||||||
Issuance of common stock for the acquisition of Hyperconnect (shares) | 5,929 | ||||||||||||||||||||
Purchase of noncontrolling interest | (1,628) | 943 | 943 | (2,571) | |||||||||||||||||
Noncontrolling interest created by the exercise of subsidiary denominated equity award | 259 | (7,102) | (7,102) | 7,361 | |||||||||||||||||
Settlement and exercises of note hedges and warrants | 246,842 | 246,842 | 246,842 | ||||||||||||||||||
Settlement and exchanges of 2022 Exchangeable Notes | (238,772) | (238,772) | $ 5 | (238,777) | |||||||||||||||||
Settlement and exchanges of 2022 Exchangeable Notes (shares) | 5,534 | ||||||||||||||||||||
Other | (9,751) | (9,441) | (9,441) | (310) | |||||||||||||||||
Balance at end of period at Dec. 31, 2021 | (195,842) | (203,769) | $ 283 | 8,164,216 | (8,144,514) | (223,754) | 0 | 7,927 | |||||||||||||
Balance at end of period (shares) at Dec. 31, 2021 | 283,470 | ||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||||||||||||||||
Net earnings (loss) | 2,027 | (2,661) | |||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | 0 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||||||||||
Net earnings (loss) | 362,580 | 361,946 | 361,946 | 634 | |||||||||||||||||
Other comprehensive (loss) income, net of tax | (146,361) | (145,428) | (145,428) | (933) | |||||||||||||||||
Stock-based compensation expense | 214,437 | 214,437 | 214,437 | ||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (88,770) | (88,770) | $ 4 | (88,774) | |||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 3,347 | ||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (1,401) | (1,401) | (1,401) | ||||||||||||||||||
Purchase of Match Group and ANGI treasury stock | (482,049) | (482,049) | (482,049) | ||||||||||||||||||
Retirement of treasury stock | (482,000) | ||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | 0 | (16,215) | (16,215) | 16,215 | |||||||||||||||||
Purchase of noncontrolling interest | (16,902) | 6,791 | 6,791 | (23,693) | |||||||||||||||||
Noncontrolling interest created by the exercise of subsidiary denominated equity award | 0 | (844) | (844) | 844 | |||||||||||||||||
Settlement and exercises of note hedges and warrants | (7,116) | (7,116) | (7,116) | ||||||||||||||||||
Other | 2,543 | 2,543 | 2,543 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2022 | $ (358,881) | $ (359,875) | $ 287 | $ 8,273,637 | $ (7,782,568) | $ (369,182) | $ (482,049) | $ 994 | |||||||||||||
Balance at end of period (shares) at Dec. 31, 2022 | 286,817 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | |
Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | 0.001 | ||
Common Stock | Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | $ 0.001 | 0.001 | $ 0.001 |
Common Stock | Former IAC Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | 0.001 | 0.001 | |
Common Stock | Former IAC Class B Convertible Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities attributable to continuing operations: | |||
Net earnings | $ 359,919 | $ 276,554 | $ 221,609 |
Add back: loss (earnings) from discontinued operations, net of tax | 2,211 | (509) | 366,070 |
Net earnings from continuing operations | 362,130 | 276,045 | 587,679 |
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Stock-based compensation expense | 203,880 | 146,816 | 102,268 |
Depreciation | 43,594 | 41,402 | 41,271 |
Impairment and amortization of intangibles | 366,257 | 28,559 | 7,525 |
Deferred income taxes | (29,953) | (57,969) | 15,384 |
Other adjustments, net | 6,998 | 27,690 | 27,281 |
Changes in assets and liabilities | |||
Accounts receivable | (6,669) | (34,021) | (24,213) |
Other assets | 59,584 | 1,743 | (33,224) |
Accounts payable and other liabilities | (472,610) | 458,757 | 24,155 |
Income taxes payable and receivable | (1,054) | (2,854) | 16,913 |
Deferred revenue | (6,469) | 26,331 | 23,513 |
Net cash provided by operating activities attributable to continuing operations | 525,688 | 912,499 | 788,552 |
Cash flows from investing activities attributable to continuing operations: | |||
Cash used in business combinations, net of cash acquired | (25,681) | (859,905) | 0 |
Capital expenditures | (49,125) | (79,971) | (42,376) |
Purchases of investments | 0 | 0 | (9,115) |
Net cash distribution related to Separation of IAC | 0 | 0 | (3,870,550) |
Other, net | 3,104 | 51 | (90) |
Net cash used in investing activities attributable to continuing operations | (71,702) | (939,825) | (3,922,131) |
Cash flows from financing activities attributable to continuing operations: | |||
Borrowings under the Credit Facility | 0 | 0 | 20,000 |
Proceeds from Senior Notes offerings | 0 | 500,000 | 1,000,000 |
Principal payment on Senior Notes | 0 | 0 | (400,000) |
Principal payments on Credit Facility | 0 | 0 | (20,000) |
Payments to settle exchangeable notes | (176,310) | (630,658) | 0 |
Proceeds from the settlement of exchangeable note hedges | 75,864 | 1,089,592 | 0 |
Payments to settle warrants related to exchangeable notes | (7,482) | (882,187) | 0 |
Debt issuance costs | 0 | (7,124) | (13,517) |
Purchase of Former Match Group treasury stock | 0 | 0 | (132,868) |
Proceeds from stock offering | 0 | 0 | 1,421,801 |
Proceeds from issuance of common stock pursuant to stock-based awards | 20,485 | 58,424 | 155,402 |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (109,256) | (15,726) | (211,958) |
Purchase of treasury stock | (482,049) | 0 | 0 |
Purchase of noncontrolling interests | (10,554) | (1,473) | (15,827) |
Other, net | 129 | 258 | (15,187) |
Net cash (used in) provided by financing activities attributable to continuing operations | (689,173) | 111,106 | 1,787,846 |
Total cash (used in) provided by continuing operations | (235,187) | 83,780 | (1,345,733) |
Net cash provided by operating activities attributable to discontinued operations | 0 | 0 | 13,630 |
Net cash used in investing activities attributable to discontinued operations | 0 | 0 | (963,420) |
Net cash used in financing activities attributable to discontinued operations | 0 | 0 | (110,959) |
Total cash used in discontinued operations | 0 | 0 | (1,060,749) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (7,809) | (7,570) | 5,426 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (242,996) | 76,210 | (2,401,056) |
Cash, cash equivalents, and restricted cash at beginning of period | 815,512 | 739,302 | 3,140,358 |
Cash, cash equivalents, and restricted cash at end of period | $ 572,516 | $ 815,512 | $ 739,302 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1—ORGANIZATION Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder ® , Hinge ® , Match ® , Meetic ® , OkCupid ® , Pairs™, Plenty Of Fish ® , Azar ® , Hakuna®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world. Match Group has one operating segment, Connections, which is managed as a portfolio of brands. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Separation of Match Group and IAC and Discontinued Operations 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 8—Shareholders’ Equity” for additional information about the series of transactions. 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. As a result of the Separation, the operations of Former IAC businesses other than Match Group are presented as discontinued operations. See “Note 4—Discontinued Operations” for additional details. Accounting for Investments in 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 , with any changes to fair value recognized within other income (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 similar securities of the same issuer, the value of which 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 investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes 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 investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income (expense), net. 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 (“ROU 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; the fair value of derivatives; 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. Revenue Recognition The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one As permitted under the practical expedient available under ASU No. 2014-09, 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. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU No. 2014-09 applicable to such contracts and does not consider the time value of money. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically, the Company capitalizes and amortizes mobile app store fees over the term of the applicable subscription. During the years ended December 31, 2022 and 2021, the Company recognized expense of $622.5 million and $552.6 million, respectively, related to the amortization of these costs. The contract asset balances at December 31, 2022, 2021, and 2020 related to costs to obtain a contract are $38.2 million, $41.7 million, and $33.5 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet. Accounts Receivables, Net of Allowance for Credit Losses and Revenue Reserves The majority of our users purchase our services through mobile app stores. At December 31, 2022, two mobile app stores accounted for approximately 70% and 12%, respectively, of our gross accounts receivables. The comparable amounts at December 31, 2021 were 67% and 12%, respectively. We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities. We generally collect these balances between 30 and 45 days following the purchase. Payments made directly through our applications are processed by third-party payment processors. We generally collect these balances within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience. Accounts receivable related to indirect revenue include amounts billed and currently due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date. 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 deferred revenue balances are $252.7 million, $262.1 million, and $239.1 million at December 31, 2022, 2021, and 2020, respectively. During the years ended December 31, 2022 and 2021, the Company recognized $262.1 million and $239.1 million of revenue that was included in the deferred revenue balance as of December 31, 2021 and 2020, respectively. At December 31, 2022 and 2021, there is no non-current portion of deferred revenue. Disaggregation of Revenue The following table presents disaggregated revenue: For the Years Ended December 31, 2022 2021 2020 (In thousands) Direct Revenue: Americas $ 1,629,069 $ 1,512,057 $ 1,247,961 Europe 848,886 821,827 680,128 APAC and Other 652,266 588,987 416,635 Total Direct Revenue 3,130,221 2,922,871 2,344,724 Indirect Revenue (principally advertising revenue) 58,622 60,406 46,545 Total Revenue $ 3,188,843 $ 2,983,277 $ 2,391,269 Direct Revenue Tinder $ 1,794,467 $ 1,649,757 $ 1,355,400 Hinge 283,668 196,538 90,145 Other brands 1,052,086 1,076,576 899,179 Total Direct Revenue $ 3,130,221 $ 2,922,871 $ 2,344,724 Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds. Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Buildings and building improvements 10 to 39 years Computer equipment and capitalized software 2 to 3 years Furniture and other equipment 5 years Leasehold improvements 6 to 10 years The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The net book value of capitalized internal use software is $72.6 million and $53.5 million at December 31, 2022 and 2021, respectively. Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company had a negative carrying value for the Company’s annual goodwill test at both October 1, 2021 and 2022. Additionally, an impairment test of goodwill was not necessary because there were no factors identified that would indicate an impairment loss. The Company continued to have a negative carrying value at December 31, 2022. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not that there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values. For certain indefinite-lived intangible assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value, the Company performed a qualitative impairment assessment as of October 1, 2022 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets continued to exceed the carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks. The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed at least annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 12% to 16% in 2022 and 10% to 16% in 2021, and the royalty rates used ranged from 3% to 8% in 2022 and 5% to 8% in 2021. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded. During the year ended December 31, 2022, the Company recognized impairment charges of $244.3 million related to the Azar and Hakuna brands at Hyperconnect, $43.9 million related to the Meetic and Match brands in Europe, and $5.5 million related to certain affinity brands in the U.S., all of which are included within “impairment and amortization of intangibles” in the consolidated statement of operations. At December 31, 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair value was less than 110% of carrying values was approximately $84.3 million. At December 31, 2021, no indefinite-lived intangible asset balance had an estimated fair value that was less than 110% of carrying value. In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate. As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $49.9 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definite lives of $25.8 million, which is included within “ impairment and amortization of intangibles 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 Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites; offline marketing, which is primarily television advertising; and payments to partners who direct traffic to our websites. Advertising expense is $474.9 million, $510.3 million and $438.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Legal Costs Legal costs are expensed as incurred. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. See “Note 10—Earnings per Share” for additional information on dilutive securities. Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 17—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive loss into earnings. A loss of $0.2 million during the year ended December 31, 2020 is included in “other income (expense), net” in the accompanying consolidated statement of operations. There were no such gains or losses for the years ended December 31, 2022 and 2021. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. See “Note 11—Stock-based Compensation” for a discussion of the Company’s stock-based compensation plans. Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet. In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest. The Company is party to fair value put and call arrangements with respect to these interests. These put and call arrangements allow management of these businesses to require the Company to purchase their interests, or allow the Company to acquire such interests, at fair value. These put and call arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. These put and call arrangements become exercisable by the Company and the counterparty at various future dates. One of these arrangements was exercised during the year ended December 31, 2020. These put arrangements are exercisable by the counterparty outside the control of the Company. Accordingly, to the extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. During the years ended December 31, 2022, 2021, and 2020, the Company recorded adjustments of $1.4 million, $2.7 million, and $6.7 million, respectively, to increase these interests to fair value. Fair value determinations, which are level 3 assessments, require high levels of judgment and are based on various valuation techniques, including market comparables and discounted cash flow projections. Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance. Recent Accounting Pronouncements Accounting pronouncements adopted by the Company In October 2021, the FASB issued ASU No. 2021-08, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The update will generally result in an entity recognizing contract assets and contract liabilities as if the acquirer had originated the contracts, which, for the most part, results in no change to the value of deferred revenue when measured in purchase accounting. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard in the third quarter of 2022 effective January 1, 2022 and applied its provisions to our acquisition in 2022. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 3—INCOME TAXES U.S. and foreign earnings (loss) from continuing operations before income taxes are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) U.S. $ 651,406 $ 184,835 $ 547,969 Foreign (273,915) 71,313 82,983 Total $ 377,491 $ 256,148 $ 630,952 The components of the provision (benefit) for income taxes are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Current income tax provision (benefit): Federal $ 5,703 $ 15 $ (2,044) State 4,069 3,192 1,640 Foreign 35,542 34,865 28,293 Current income tax provision 45,314 38,072 27,889 Deferred income tax (benefit) provision: Federal 76,185 (32,723) 31,025 State 6,076 (18,627) (10,451) Foreign (112,214) (6,619) (5,190) Deferred income tax (benefit) provision (29,953) (57,969) 15,384 Income tax provision (benefit) $ 15,361 $ (19,897) $ 43,273 The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred tax assets for foreign net operating losses and U.S. foreign tax credits. December 31, 2022 2021 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 60,143 $ 85,613 Tax credit carryforwards 137,481 128,731 Disallowed interest carryforwards 64,463 52,104 Capitalized research expenses 49,113 — Stock-based compensation 20,653 15,491 Accrued expenses 17,871 116,415 Exchangeable notes 44,585 52,177 Other 25,340 33,211 Total deferred tax assets 419,649 483,742 Less valuation allowance (71,132) (86,071) Net deferred tax assets 348,517 397,671 Deferred tax liabilities: Intangible assets (76,169) (165,551) Right-of-use assets (16,125) (21,784) Property and equipment (11,239) (4,923) Other (668) (737) Total deferred tax liabilities (104,201) (192,995) Net deferred tax assets $ 244,316 $ 204,676 Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered. Pursuant to the Tax Cuts and Jobs Act of 2017, beginning in 2022, the Company is required to capitalize and amortize research expenses for income tax purposes. At December 31, 2022, the Company has federal and state net operating losses (“NOLs”) of $11.5 million and $213.0 million, respectively. If not utilized, $4.3 million of the federal NOLs can be carried forward indefinitely, and $7.2 million will expire at various times between 2033 and 2037. Of the state NOLs, $3.1 million can be carried forward indefinitely and $209.9 million will expire at various times between 2024 and 2042. Federal and state NOLs of $4.3 million and $182.8 million, respectively, can be used against future taxable income without restriction and the remaining NOLs are subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law. At December 31, 2022, the Company has foreign NOLs of $185.1 million available to offset future income. Of these foreign NOLs, $114.9 million can be carried forward indefinitely and $70.2 million will expire at various times between 2023 and 2039. During 2022, the Company recognized tax benefits related to NOLs of $9.7 million. At December 31, 2022, the Company has federal and foreign disallowed interest carryforwards of $213.2 million and $67.9 million, respectively, that can be carried forward indefinitely and can be used against future taxable income. At December 31, 2022, the Company has tax credit carryforwards of $164.0 million. Of this amount, $127.4 million relates to federal, state, and foreign tax credits for research activities, of which $76.6 million will expire at various times between 2030 and 2042. Our credit carryforwards also include $34.3 million of foreign tax credits, of which $31.8 million will expire primarily in 2027. The Company regularly assesses the realizability of deferred tax assets considering all available evidence, including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. During the year ended December 31, 2022, we recorded a $14.9 million net decrease to the valuation allowance primarily related to a reversal of $22.6 million of valuation allowances on certain foreign deferred tax assets due to the refinancing of various intercompany loans which are expected to generate interest income. The reversal was partially offset by $7.7 million of additional valuation allowances. At December 31, 2022, the Company had a valuation allowance of $71.1 million related to the portion of credits, NOLs, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized. A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Income tax provision at the federal statutory rate of 21% $ 79,273 $ 53,791 $ 132,500 State income taxes, net of effect of federal tax benefit 16,953 4,530 8,803 Stock-based compensation (30,440) (63,751) (112,203) Research credits (12,611) (25,830) (21,306) Foreign-derived intangible income deduction (12,646) — — Change in valuation allowance (22,621) 8,523 29,787 Foreign income taxed at a different statutory rate (4,104) 5,808 4,884 Withholding taxes 8,922 1,057 2,933 Change in uncertain tax positions (10,694) (948) (5,770) Other, net 3,329 (3,077) 3,645 Income tax provision (benefit) $ 15,361 $ (19,897) $ 43,273 The 2022 income tax provision benefited primarily from (a) the release of a valuation allowance on certain foreign deferred tax assets as we expect to be able to use those deferred tax assets in the foreseeable future, (b) favorable outcomes of tax audits, and (c) a lower tax rate on U.S. income derived from foreign sources. The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S. The 2021 and 2020 income tax provisions benefited primarily from (a) excess tax benefits generated by the exercise and vesting of stock-based awards and (b) research credits. In 2020, this benefit was partially offset by an increase in valuation allowances on foreign tax credits. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows: December 31, 2022 2021 2020 (In thousands) Balance at January 1 $ 50,830 $ 45,624 $ 53,324 Additions based on tax positions related to the current year 5,781 8,107 7,818 Additions for tax positions of prior years 1,938 1,353 1,772 Reductions for tax positions of prior years (12,287) (1,028) — Settlements (2,139) (2,348) (16,512) Expiration of applicable statute of limitations (783) (878) (778) Balance at December 31 $ 43,340 $ 50,830 $ 45,624 The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Our income tax provision for the years ended December 31, 2022, 2021, and 2020, includes a decrease of interest and penalties of $0.3 million, $0.3 million, and $1.7 million, respectively. At December 31, 2022 and 2021, noncurrent income taxes payable include accrued interest and penalties of $1.2 million and $1.5 million, respectively. 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 the amount of income and deductions and the allocation of 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 years through December 31, 2019. The statute of limitations for years 2013 through 2019 has been extended to December 31, 2023. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates. At December 31, 2022 and 2021, unrecognized tax benefits, including interest, were $44.2 million and $51.8 million, respectively. If unrecognized tax benefits at December 31, 2022 are subsequently recognized, $31.3 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2021 was $46.0 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $7.0 million by December 31, 2023, primarily due to settlements and expirations of statutes of limitations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4—DISCONTINUED OPERATIONS As part of the Separation described in “Note 2—Summary of Significant Accounting Policies,” the operations of Former IAC businesses other than Match Group are presented as discontinued operations. The key components of (loss) earnings from discontinued operations for the years ended December 31, 2022, 2021, and 2020 consist of the following: Years Ended December 31, 2022 2021 2020 (In thousands) Revenue $ — $ — $ 1,410,485 Operating costs and expenses — — (1,840,178) Operating loss — — (429,693) Interest expense — — (3,772) Other expense, net — — (2,503) Income tax (provision) benefit (2,211) 509 69,898 (Loss) earnings from discontinued operations $ (2,211) $ 509 $ (366,070) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5—GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net, are as follows: December 31, 2022 2021 (In thousands) Goodwill $ 2,348,366 $ 2,411,996 Intangible assets with indefinite lives 189,006 576,653 Intangible assets with definite lives, net 168,741 195,044 Total goodwill and intangible assets, net $ 2,706,113 $ 3,183,693 The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (In thousands) Balance at January 1 $ 2,411,996 $ 1,270,532 Additions 27,086 1,243,063 Foreign Exchange Translation (90,716) (101,599) Balance at December 31 $ 2,348,366 $ 2,411,996 On July 11, 2022, Match Group completed the acquisition of all outstanding capital stock of The League App, Inc., a dating app provider focused on career-oriented individuals. The purchase price, net of cash received, was $29.9 million, of which $25.7 million was paid in cash on the acquisition date and $4.2 million was deferred cash consideration that remains payable at December 31, 2022. The purchase price was primarily allocated to goodwill and intangible assets. On June 17, 2021, Match Group completed the acquisition of all capital stock of Hyperconnect, Inc., a leading social discovery and video technology company based in Seoul, South Korea. The acquisition increased our presence in certain Asian markets and enhanced the real-time video capabilities of Match Group. The accounting purchase price was $1.75 billion, which consisted of $859.9 million of cash, net of cash acquired, and 5.9 million shares of Match Group common stock at a basis of the closing market price on the acquisition date. The purchase price was allocated to goodwill of $1.2 billion that is not deductible for tax purposes; intangible assets of $612.0 million primarily consisting of trade names and associated trademarks, both of which are indefinite life intangible assets, with a related deferred tax liability of $134.7 million; and $30.4 million of other net assets. The allocation of the accounting purchase price, which is based on Level 3 inputs, is final. During the year ended December 31, 2022, the Company recognized impairment charges of $270.1 million related to Hyperconnect indefinite- and definite-lived intangible assets related to a decline in long-term projections for the business since the acquisition in June 2021, including adverse foreign currency impacts in certain of Hyperconnect’s key markets, and the use of higher discount rates to value the assets. Additionally, the Company recognized $49.4 million of impairment Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2022 and 2021, intangible assets with definite lives are as follows: December 31, 2022 Gross Accumulated Net Weighted-Average (In thousands) Customer lists $ 123,531 $ (41,866) $ 81,665 4.9 Patent and technology 66,754 (33,778) 32,976 4.5 Trade names 56,594 (2,503) 54,091 3.3 Other 22 (13) 9 2.0 Total $ 246,901 $ (78,160) $ 168,741 4.3 December 31, 2021 Gross Accumulated Net Weighted-Average (In thousands) Customer lists $ 129,427 $ (15,487) $ 113,940 4.9 Patent and technology 99,512 (18,657) 80,855 4.2 Trade names 1,354 (1,193) 161 1.3 Other 425 (337) 88 2.7 Total $ 230,718 $ (35,674) $ 195,044 4.6 At December 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) 2023 $ 45,635 2024 42,925 2025 36,276 2026 18,322 2027 and thereafter 25,583 Total $ 168,741 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 6—FINANCIAL INSTRUMENTS Equity securities without readily determinable fair values At both December 31, 2022 and 2021, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $14.2 million, 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 held as of December 31, 2022, since the adoption of ASU 2016-01 on January 1, 2018 through December 31, 2022, were $2.1 million. For both the years ended December 31, 2022 and 2021, there were no adjustments to the carrying value of equity securities without readily determinable fair values. Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 77,150 $ — $ 77,150 Time deposits — 25,593 25,593 Short-term investments: Time deposits — 8,723 8,723 Total $ 77,150 $ 34,316 $ 111,466 December 31, 2021 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 260,582 $ — $ 260,582 Time deposits — 36,831 36,831 Short-term investments: Time deposits — 11,818 11,818 Total $ 260,582 $ 48,649 $ 309,231 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. December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt, net (a)(b)(c) $ — $ — $ (84,333) $ (254,472) Long-term debt, net (b)(c) $ (3,835,726) $ (3,407,391) $ (3,829,421) $ (4,772,140) ______________________ (a) At December 31, 2021, the carrying value excludes the $15.6 million aggregate principal amount of the exchanged 2022 Exchangeable Notes as that amount is carried at fair value as described below. (b) At December 31, 2021, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.6 million. At December 31, 2022 and 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $39.3 million and $45.6 million, respectively. (c) At December 31, 2022, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $514.4 million and $499.7 million, respectively. At December 31, 2021, the fair value of the outstanding 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes is $302.2 million, $932.6 million, and $1,017.7 million, respectively. At December 31, 2022 and 2021, the fair value of long-term debt, net is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. Derivatives associated with the repurchase and exchanges of 2022 Exchangeable Notes On September 22, 2021, we entered into privately negotiated agreements with a limited number of holders of the 2022 Exchangeable Notes to repurchase a portion of the outstanding 2022 Exchangeable Notes. The Company determined that the terms of the repurchase agreements included an embedded derivative, indexed to the value of the Company’s stock, that required bifurcation and separate accounting as a derivative liability under ASC Topic 815, Derivatives and Hedging . The Company measures embedded derivatives at their estimated fair value and recognizes changes in their estimated fair value in net income during the current reporting period. At the inception of these agreements on September 22, 2021, the fair value of the embedded derivative was zero and the number of shares to be issued to holders of the 2022 Exchangeable Notes was not yet determinable. At September 30, 2021, under the terms of the agreements, the number of shares to be issued became fixed at 5.5 million. The corresponding loss of $14.5 million, related to the change in the fair value of the embedded derivative, which was driven by an increase in our stock price from September 22, 2021 to October 4, 2021, the settlement date of the transaction, was recorded within “other income (expense), net” in the accompanying consolidated statement of operations. During the year ended December 31, 2021, $18.6 million aggregate principal amount of the 2022 Exchangeable Notes were presented for exchange prior to maturity at the option of the noteholders, $3.0 million of which was settled during that year and $15.6 million of which was settled in January 2022. In accordance with the indenture governing the 2022 Exchangeable Notes, the Company elected to settle these exchanges entirely in cash with the settlement amount determined by the volume-weighted average price of Match Group common stock over a 40-day measurement period. At the time that the Company elected cash settlement, the embedded derivative for the conversion option of the 2022 Exchangeable Notes no longer qualified for the derivative scope exception for contracts indexed to an entity’s own equity. We recognized an obligation of $48.5 million in “accrued expenses and other current liabilities” to settle the conversion option as of the date of the exchanges, with an offset to paid-in capital. Subsequently, we recognized $9.7 million in gains, which is included in “other (expense) income, net” within the accompanying consolidated statement of operations for the year ended December 31, 2021, related to the change in the fair value of the embedded derivative between the date we elected to settle in cash and the end of the 40-day measurement period, or December 31, 2021, if the measurement period extended past year-end. For the 2022 Exchangeable Notes that were presented for exchange and which were still outstanding at December 31, 2021 and were settled in January 2022, the following items were outstanding on the consolidated balance sheet at December 31, 2021: • The fair value of the outstanding embedded derivative of $7.4 million, which is included as an asset within “other current assets;” • the aggregate principal amount of $15.6 million for such 2022 Exchangeable Notes, which is presented within “current maturities of long-term debt, net;” and • an incremental $39.5 million liability recorded on the date of exchange, which is presented within “accrued expenses and other current liabilities.“ Additionally, when the Company elected to settle the 2022 Exchangeable Notes presented for exchange entirely in cash, a proportionate amount of note hedges was also exercised and settled in cash based on the same 40-day measurement period to determine the settlement value. Similar to the exchanged 2022 Exchangeable Notes, the derivative scope exception for contracts indexed to an entity’s own equity no longer applied to the exercised note hedges as a result of the requirement to settle the securities in cash. We recognized an asset of $48.5 million related to the settlement of these note hedges, with an offset to paid-in capital. Subsequently, we recognized a loss of $9.7 million, which is included in “ other (expense) income, net At December 31, 2021, the net position of the various assets and liabilities associated with the unsettled 2022 Exchangeable Notes presented for exchange and the related note hedges is a $15.6 million liability, representing the principal amount of such 2022 Exchangeable Notes, which were settled in January 2022. |
LONG-TERM DEBT, NET
LONG-TERM DEBT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, NET | NOTE 7—LONG-TERM DEBT, NET Long-term debt, net consists of: December 31, 2022 2021 (In thousands) Credit Facility due February 13, 2025 $ — $ — Term Loan due February 13, 2027 425,000 425,000 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 1 500,000 500,000 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 1 500,000 500,000 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 500,000 500,000 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 — 100,500 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 long-term debt 3,875,000 3,975,500 Less: Current maturities of long-term debt — 100,500 Less: Unamortized original issue discount 4,366 5,215 Less: Unamortized debt issuance costs 34,908 40,364 Total long-term debt, net $ 3,835,726 $ 3,829,421 The following diagram illustrates where debt is held in our corporate structure as of December 31, 2022. Credit Facility and Term Loan MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan. The Credit Agreement provides 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. The Credit Facility has a borrowing capacity of $750 million and matures on February 13, 2025. At both December 31, 2022 and 2021, there were no outstanding borrowings, $0.4 million in outstanding letters of credit, and $749.6 million of availability under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2022. 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. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. At both December 31, 2022 and 2021, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at LIBOR plus 1.75%, which was 6.49% and 1.91% at December 31, 2022 and 2021, respectively. The Term Loan matures on February 13, 2027. 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 set forth in the Credit Agreement. The Credit Agreement includes 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 if an event of default has occurred. The Credit Agreement includes additional covenants 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 The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to redeem a portion of the 2022 Exchangeable Notes and for general corporate purposes. At any time prior to October 1, 2026, 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning October 1, Percentage 2026 101.813% 2027 101.208% 2028 100.604% 2029 and thereafter 100.000% The 4.625% Senior Notes were issued on May 19, 2020. The proceeds from these notes were used to redeem then outstanding 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning June 1, Percentage 2023 102.313% 2024 101.156% 2025 and thereafter 100.000% The 4.125% Senior Notes were issued 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning May 1, Percentage 2025 102.063% 2026 101.375% 2027 100.688% 2028 and thereafter 100.000% The 5.625% Senior Notes were issued 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning February 15, Percentage 2024 102.813% 2025 101.875% 2026 100.938% 2027 and thereafter 100.000% The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable. The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium. These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date: Beginning December 15, Percentage 2022 102.500% 2023 101.667% 2024 100.833% 2025 and thereafter 100.000% The indenture governing the 5.00% Senior Notes contains 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 indenture) exceeds 5.0 to 1.0. At December 31, 2022, there were no limitations pursuant thereto. There are additional covenants in the 5.00% Senior Notes indenture 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 specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures governing the 3.625% , 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, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their 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 the years ended December 31, 2022 and 2021 all the outstanding 2022 Exchangeable Notes were redeemed or presented for exchange. See “Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants” below for details. 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 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. The following table presents details of the outstanding exchangeable features: 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 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. As more specifically set forth in the applicable indentures, 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 (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of 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 (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 in 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 issuer, 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 dilution arising from the 2026 and 2030 Exchangeable Notes would be mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively. There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended December 31, 2022 and 2021. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of December 31, 2022. The following table presents the if-converted value that exceeded the principal of each Exchangeable Note outstanding as of December 31, 2022 and 2021 based on the Company’s stock price on December 31, 2022 and 2021, respectively. December 31, 2022 December 31, 2021 (In millions) 2022 Exchangeable Notes N/A $ 170.4 2026 Exchangeable Notes $ — $ 293.9 2030 Exchangeable Notes $ — $ 327.9 Additionally, all or any portion of the 2026 Exchangeable Notes and 2030 Exchangeable Notes may be redeemed for cash, at the respective issuer’s option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the Company’s common stock 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 following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 575,000 $ 575,000 $ 100,500 $ 575,000 $ 575,000 Less: unamortized debt issuance costs 5,562 7,645 573 7,130 8,638 Net carrying value included in current maturities of long-term debt, net $ — $ — $ 99,927 $ — $ — Net carrying value included in long-term debt, net $ 569,438 $ 567,355 $ — $ 567,870 $ 566,362 The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 366 $ 5,031 $ 11,500 Amortization of debt issuance costs 401 1,568 993 Total interest expense recognized $ 767 $ 6,599 $ 12,493 Year Ended December 31, 2021 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,525 $ 5,031 $ 11,500 Amortization of debt issuance costs 2,939 1,570 989 Total interest expense recognized $ 6,464 $ 6,601 $ 12,489 Year Ended December 31, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 4,528 $ 5,031 $ 11,500 Amortization of debt issuance costs 3,646 1,533 950 Total interest expense recognized $ 8,174 $ 6,564 $ 12,450 Prior to maturity, the effective interest rate for the 2022 Exchangeable Notes was 1.6%. The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%, respectively. Exchangeable Notes Hedges 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 Hedges”), 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 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’s common stock exceeds their respective strike prices. The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2022: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Hedges 6.6 $ 87.52 2030 Exchangeable Notes Hedges 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Warrants (b) 1.9 $ 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. (b) The outstanding 2022 Exchangeable Notes Warrants at December 31, 2022 will be exercised ratably over 80 trading days commencing on the first trading day following the expiration date through April 27, 2023. Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants On October 4, 2021, we repurchased $414.0 million aggregate principal amount of our outstanding 2022 Exchangeable Notes, pursuant to privately negotiated agreements executed on September 22, 2021, for approximately $1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with (i) net proceeds of $879.0 million from a registered direct offering to the holders of the 2022 Exchangeable Notes being repurchased of 5,534,098 shares of our common stock at a price of $158.83 per share, (ii) approximately $420 million of net proceeds from the 3.625% Senior Notes offering; and (iii) net proceeds of approximately $201 million from the unwind of a proportionate amount of outstanding hedges and warrants, each representing 9.4 million underlying shares, corresponding to the 2022 Exchangeable Notes repurchased. See “Note 6—Financial Instruments” for additional information. Separately, during the years ended December 31, 2022 and 2021, $40.6 million and $18.6 million aggregate principal amount of the 2022 Exchangeable Notes, respectively, were presented for exchange prior to maturity. Of the total $59.2 million aggregate principal amount presented for exchange prior to maturity, $56.2 million and $3.0 million were settled during the years ended December 31, 2022 and 2021, respectively. The remaining 2022 Exchangeable Notes outstanding immediately prior to maturity on October 1, 2022, totaling $44.3 million aggregate principal amount, were presented by holders for exchange on or before September 30, 2022 with settlement occurring entirely in cash in October 2022, in accordance with their terms. In connection with the 2022 Exchangeable Notes presented for exchange during the years ended December 31, 2022 and 2021, we exercised 1.9 million and 0.4 million underlying shares of the related 2022 Exchangeable Notes Hedges, respectively, which were valued based on the volume-weighted average price of Match Group common stock over a 40-day measurement period. During the years ended December 31, 2022 and 2021, the Company received $75.9 million and $6.6 million, respectively, in cash related to these hedge settlements. During the year ended December 31, 2022, we paid $7.5 million to settle 0.4 million underlying shares of the 2022 Exchangeable Notes Warrants. Long-term debt maturities Years Ending December 31, (In thousands) 2026 $ 575,000 2027 875,000 2028 500,000 2029 350,000 2030 1,075,000 2031 500,000 Total 3,875,000 Less: Unamortized original issue discount 4,366 Less: Unamortized debt issuance costs 34,908 Total long-term debt, net $ 3,835,726 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8—SHAREHOLDERS’ EQUITY Description of Common Stock Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to receive ratably the assets available for distribution to stockholders after payment of all liabilities. Reserved Common Shares In connection with equity compensation plans, the Exchangeable Notes, and warrants, 69.3 million shares of Match Group common stock are reserved at December 31, 2022. Retirement of Treasury Stock On June 30, 2020, prior to the Separation, Former IAC retired all Former IAC common stock and Class B common stock then held in treasury. Common Stock Repurchases In May 2022, our Board of Directors authorized the repurchase of 12.5 million shares of our common stock. At December 31, 2022, we have approximately 5.3 million shares remaining in our share repurchase authorization. During the year ended December 31, 2022, we repurchased 7.2 million shares of our common stock for aggregate consideration, on a trade date basis, of $482.0 million. No repurchases were made during 2021 or 2020. Preferred Stock The Company has authorized 100,000,000 shares, $0.01 par value per share, of preferred stock. No shares have been issued under this authorization. Series of equity transactions related to the Separation of Former IAC Upon the consummation of the Separation, holders of Former IAC common stock exchanged each share of common stock for (i) one share of Series 1 Mandatorily Exchangeable Preferred Stock, which was immediately exchanged for one share of IAC common stock and then retired; and (ii) 2.1584 shares of Match Group common stock, par value $0.001 per share. Upon the consummation of the Separation, holders of Former IAC Class B common stock exchanged each share of Class B common stock for (i) one share of Series 2 Mandatorily Exchangeable Preferred Stock, which was immediately exchanged for one share of IAC Class B common stock and then retired; and (ii) 2.1584 shares of Match Group common stock, par value $0.001 per share. Issuance of Common Stock In July 2020, in connection with the Separation, Former IAC completed the sale of an additional 17.3 million newly issued Match Group common shares. The proceeds of $1.4 billion, net of associated fees, were transferred directly to IAC. In October 2021, we completed the sale of 5.5 million common shares. The net proceeds of $879.0 million were used to repurchase $414.0 million aggregate principal amount of our outstanding 2022 Exchangeable Notes. See “Note 7—Long-term Debt, net” for additional information on the redemption of a portion of the 2022 Exchangeable Notes. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 9—ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings. Year Ended December 31, 2022 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (223,754) $ (223,754) Other comprehensive loss (145,428) (145,428) Balance at December 31 $ (369,182) $ (369,182) Year Ended December 31, 2021 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (81,454) $ (81,454) Other comprehensive loss (142,300) (142,300) Balance at December 31 $ (223,754) $ (223,754) Year Ended December 31, 2020 Foreign Currency Translation Adjustment Unrealized (Loss) Gain 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 40,655 (1) 40,654 Amounts reclassified into earnings (168) — (168) Net period other comprehensive income (loss) 40,487 (1) 40,486 Allocation of accumulated other comprehensive loss related to the noncontrolling interests 628 — 628 Separation of IAC 13,780 1 13,781 Balance at December 31 $ (81,454) $ — $ (81,454) At December 31, 2022, 2021, and 2020, there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10—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 table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Years Ended December 31, 2022 2021 2020 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 362,130 $ 362,130 $ 276,045 $ 276,045 $ 587,679 $ 587,679 Net loss (earnings) attributable to noncontrolling interests 2,027 2,027 1,169 1,169 (59,599) (59,599) Impact from subsidiaries' dilutive securities of continuing operations (a) — (222) — (993) — (9,999) Interest on dilutive Exchangeable Notes, net of income tax (b) — 4,151 — 6,616 — 16,300 Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 364,157 $ 368,086 $ 277,214 $ 282,837 $ 528,080 $ 534,381 (Loss) earnings from discontinued operations, net of tax $ (2,211) $ (2,211) $ 509 $ 509 $ (366,070) $ (366,070) Net loss attributable to noncontrolling interests of discontinued operations — — — — 319 319 Impact from subsidiaries’ dilutive securities of discontinued operations (a) — — — — — (240) Net (loss) earnings from discontinued operations attributable to shareholders (2,211) (2,211) 509 509 (365,751) (365,991) Net earnings attributable to Match Group, Inc. shareholders $ 361,946 $ 365,875 $ 277,723 $ 283,346 $ 162,329 $ 168,390 Denominator Weighted average basic shares outstanding 282,564 282,564 275,004 275,004 223,433 223,433 Dilutive securities (a)(c)(d) — 5,020 — 13,866 — 12,157 Dilutive shares from Exchangeable Notes, if-converted (b) — 7,631 — 15,970 — 20,430 Denominator for earnings per share—weighted average shares (a)(c)(d) 282,564 295,215 275,004 304,840 223,433 256,020 Earnings (loss) per share: Earnings per share from continuing operations $ 1.29 $ 1.25 $ 1.01 $ 0.93 $ 2.36 $ 2.09 (Loss) earnings per share from discontinued operations, net of tax $ (0.01) $ (0.01) $ 0.00 $ 0.00 $ (1.64) $ (1.43) Earnings per share attributable to Match Group, Inc. shareholders $ 1.28 $ 1.24 $ 1.01 $ 0.93 $ 0.73 $ 0.66 ______________________ (a) Prior to the Separation, Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the period prior to the Separation in the year ended December 31, 2020, for continuing operations it was more dilutive for Former Match Group to settle certain Former Match Group equity awards; and for discontinued operations it was more dilutive for ANGI to settle certain ANGI equity awards. (b) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the years ended December 31, 2022 and 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive shares were included for the same set of notes. For the years ended December 31, 2022 and 2021, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities for both years. For the year ended December 31, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive shares were included for the same set of notes at the Match Group exchange rates. (c) 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 and vesting of restricted stock units. For the years ended December 31, 2022, 2021, and 2020, 16.0 million, 0.9 million, and 13.4 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (d) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards 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 and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2022, 2021, and 2020, 1.6 million, 1.0 million, and 0.4 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11—STOCK-BASED COMPENSATION The Company currently has three active stock and annual incentive plans; two Former Match Group plans were assumed as part of the Separation (the 2015 and 2017 plans) and another plan was approved by shareholders on June 25, 2020 (the 2020 plan). The 2015 and 2017 plans (i) cover stock options to acquire shares of Match Group common stock, restricted stock units (“RSUs”), PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the Company as well as awards previously granted by Former Match Group prior to the Separation, and (ii) provide for the future grant of equity awards by the Company. The 2015 and 2017 plans authorize the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2022, there were 27.8 million shares available for the future grant of equity awards under the 2015 and 2017 plans collectively. The 2020 plan covers options previously granted by Former IAC that converted into Match Group options as a result of the Separation. No additional grants can be made from the 2020 plan. The 2015 and 2017 plans have a stated term of ten years and provide that the exercise price of stock options granted will not be less than the market price of the Company’s common stock on the grant date. Neither plan specifies grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. Stock options outstanding will generally vest in four equal annual installments over a four-year period. RSUs outstanding generally vest over a three two Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At December 31, 2022, there is $365.3 million of unrecognized compensation cost, net of estimated forfeitures, related to all outstanding equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.5 years. The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020 related to all stock-based compensation is $72.5 million, $95.1 million and $136.6 million, respectively. The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2022, 2021, and 2020 is $53.5 million, $53.8 million, and $105.5 million, respectively. Stock Options Stock options outstanding at December 31, 2022 and changes during the year ended December 31, 2022 are as follows: December 31, 2022 Shares Weighted Weighted Aggregate (Shares and intrinsic value in thousands) Outstanding at January 1, 2022 4,468 $ 20.58 Exercised (729) 17.60 Forfeited (21) 28.15 Expired (7) 15.24 Outstanding at December 31, 2022 3,711 $ 21.13 4.0 $ 77,059 Options exercisable 3,679 $ 21.31 3.9 $ 75,730 ______________________ The aggregate intrinsic value in the table above represents the difference between Match Group’s closing stock price on the last trading day of 2022 and the exercise price, multiplied by the number of in-the-money options that would have been exercised had option holders exercised their options on December 31, 2022. The total intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 is $54.5 million and $406.1 million, respectively. The following table summarizes the information about stock options outstanding and exercisable at December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at December 31, 2022 Weighted- Weighted-Average Exercisable at December 31, 2022 Weighted- Weighted-Average (Shares in thousands) $0.01 to $10.00 477 3.6 $ 7.88 445 3.2 $ 8.42 $10.01 to $20.00 1,256 3.5 14.52 1,256 3.5 14.52 $20.01 to $30.00 1,542 3.8 24.41 1,542 3.8 24.41 $30.01 to $40.00 144 5.1 35.82 144 5.1 35.82 $40.01 to $50.00 292 6.5 46.65 292 6.5 46.60 3,711 4.0 $ 21.13 3,679 3.9 $ 21.31 Cash received from Match Group stock option exercises for the years ended December 31, 2022, 2021, and 2020 was $20.5 million, $58.4 million, and $155.4 million, respectively. Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock, with the value of each RSU and PSU equal to the fair value of Match Group common stock at the date of grant. For market-based awards, the grant date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the valuation of a wholly-owned business. Each RSU, PSU, and market-based award grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. PSUs also include performance-based vesting conditions where certain performance targets set at the time of grant must be achieved before an award vests. The number of market-based awards that ultimately vest is based on a valuation of a wholly-owned business or the Company’s market performance relative to certain other publicly-traded companies. For RSU grants, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term. For PSU grants, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved. Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2022 and changes during the year ended December 31, 2022 are as follows: RSUs PSUs Market-based awards Number of shares Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value (Shares in thousands) Unvested at January 1, 2022 3,120 $ 105.33 541 $ 98.41 782 $ 138.95 Granted 3,772 95.05 45 109.80 805 134.65 Vested (1,518) 84.99 (245) 66.62 (109) 17.55 Forfeited (717) 117.96 (189) 109.57 (72) 149.87 Unvested at December 31, 2022 4,657 $ 101.69 152 $ 138.96 1,406 $ 145.32 ______________________ (a) Represents the maximum shares issuable. The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2022 and 2021, based on market prices of Match Group’s common stock on the grant date, was $95.22 and $157.81, respectively. The total fair value of RSUs that vested during the years ended December 31, 2022 and 2021 was $129.0 million and $67.5 million, respectively. The total fair value of PSUs that vested during the year ended December 31, 2022 was $16.3 million. No PSUs vested during the year ended December 31, 2021. There were 0.8 million market-based awards granted during both the years ended December 31, 2022 and 2021. The vesting of the awards granted in 2022 and 2021 are dependent upon the Company’s total shareholder return relative to the Nasdaq 100 Total Return Index over the various performance periods. The total fair value of market-based awards that vested during the years ended December 31, 2022 and 2021 was $1.9 million and $11.1 million, respectively. Equity Instruments Denominated in Shares of Certain Subsidiaries The Company has granted stock settled stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees and management of those subsidiaries. These equity awards vest over a specified period of time or upon the occurrence of certain specified events. The value of the stock settled stock appreciation rights is based on the equity value of these subsidiaries. Accordingly, these awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price. These awards can have significant value in the event of significant appreciation. The fair value of the common stock of these subsidiaries is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise. The number of shares of Match Group common stock ultimately needed to settle these awards may vary significantly from the estimated number below as a result of movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from our estimate. The expense associated with these equity awards is initially measured at fair value at the grant date and is expensed as stock-based compensation over the vesting term. At December 31, 2022, the number of shares of Match Group common stock that would be required to settle these awards at estimated fair values, including vested and unvested awards, net of an assumed 50% withholding tax, is 0.7 million shares. The withholding taxes, which would be paid by the Company on behalf of the employees at exercise, required to settle the vested and unvested awards at estimated fair values on December 31, 2022 is $27.9 million assuming a 50% withholding tax rate. The corresponding number of shares and withholding tax amount as of December 31, 2021 were 1.0 million shares and $126.9 million. Employee Stock Purchase Plan The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s common stock at a 15% discount of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits. Under the ESPP, employees purchased 0.1 million shares at a weighted average price per share of $55.67 during the year ended December 31, 2022. At December 31, 2022, there were 2.5 million shares available for future issuance under the ESPP. At December 31, 2022, there is $4.0 million of unrecognized compensation cost, net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average period of approximately 0.6 years. Capitalization of Stock-Based Compensation For the years ended December 31, 2022, 2021 and 2020, $10.6 million, $6.4 million, and $5.1 million, respectively, of stock-based compensation was capitalized related to the development of internal use software. Modifications of awards During the years ended December 31, 2022, 2021, and 2020, the Company modified certain equity awards and recognized modification charges in continuing operations of $14.6 million, $10.2 million, and $21.2 million, respectively, impacting fewer than 30 employees in any given year. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 12—GEOGRAPHIC INFORMATION Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Years Ended December 31, 2022 2021 2020 (In thousands) Revenue United States $ 1,450,702 $ 1,362,658 $ 1,121,957 All other countries 1,738,141 1,620,619 1,269,312 Total $ 3,188,843 $ 2,983,277 $ 2,391,269 The United States is the only country from which revenue is greater than 10 percent of total revenue. December 31, 2022 2021 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 142,297 $ 133,513 South Korea 18,854 12,879 All other countries 14,985 16,864 Total $ 176,136 $ 163,256 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 13—LEASES The Company leases office space, data center facilities, and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rates on the lease commencement date or January 1, 2019 for leases that commenced prior to that date. The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the options. Lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet. Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases Balance Sheet Classification December 31, 2022 December 31, 2021 (In thousands) Assets: Right-of-use assets Other non-current assets $ 93,661 $ 113,582 Liabilities: Current lease liabilities Accrued expenses and other current liabilities $ 14,495 $ 10,618 Long-term lease liabilities Other long-term liabilities 97,410 113,533 Total lease liabilities $ 111,905 $ 124,151 Lease Cost Income Statement Classification Year Ended December 31, 2022 Year Ended December 31, 2021 (In thousands) Fixed lease cost Cost of revenue $ 1,618 $ 2,280 Fixed lease cost General and administrative expense 22,356 22,772 Total fixed lease cost (a) 23,974 25,052 Variable lease cost Cost of revenue 682 80 Variable lease cost General and administrative expense 2,383 2,768 Total variable lease cost 3,065 2,848 Net lease cost $ 27,039 $ 27,900 ______________________ (a) Includes approximately $2.6 million and $3.5 million of short-term lease cost, and $0.3 million and $0.5 million of sublease income, for the years ended December 31, 2022 and December 31, 2021, respectively. Maturities of lease liabilities as of December 31, 2022 (b) : (In thousands) 2023 $ 18,724 2024 15,417 2025 14,340 2026 13,873 2027 12,249 After 2027 58,572 Total 133,175 Less: Interest (20,318) Less: Tenant improvement receivables (952) Present value of lease liabilities $ 111,905 ______________________ (b) Operating lease payments exclude $8.9 million of legally binding minimum lease payments for leases signed but not yet commenced. The following are the weighted average assumptions used for lease term and discount rate: December 31, 2022 December 31, 2021 Remaining lease term 9.1 years 9.2 years Discount rate 3.54 % 3.03 % Year Ended December 31, 2022 Year Ended December 31, 2021 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 10,431 $ 53,492 Cash paid for amounts included in the measurement of lease liabilities $ 20,318 $ 18,345 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14—COMMITMENTS AND CONTINGENCIES Commitments The Company has funding commitments in the form of purchase obligations and surety bonds. The purchase obligations due in less than one year are $83.4 million, the purchase obligations due between one and three years are $184.6 million, and no purchase obligations are due between three and five years, for a total of $268.0 million in purchase obligations. The purchase obligations primarily relate to web hosting service commitments. Letters of credit and surety bonds totaling $0.5 million are currently outstanding as of December 31, 2022. 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 3—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. 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 following 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”), a former subsidiary 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 alleged 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 asserted 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 sought 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 June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and otherwise denying defendants’ motion to dismiss. On July 13, 2020, the four former plaintiffs filed arbitration demands with the American Arbitration Association asserting the same valuation claims and on September 3, 2020, the four arbitrations were consolidated. Trial commenced on November 8, 2021. In accordance with the parties’ agreement in December 2021, we paid $441 million to settle all claims in trial and in arbitration in June 2022. FTC Lawsuit Against Former Match Group On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against Former Match Group. See FTC v. Match Group, Inc. , No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting 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 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 March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15—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 leased office space to IAC in a building owned by the Company in Los Angeles through November 2022. For the year ended December 31, 2022, the Company received $0.1 million from IAC pursuant to the Los Angeles lease. Match Group has a payable balance of less than $0.1 million due to IAC at December 31, 2022, excluding items discussed in the “Tax Matters Agreement” section below. 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 December 31, 2022, Match Group is obligated to remit to IAC $0.9 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 December 31, 2022, a receivable of $3.3 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 December 31, 2022, Match Group has an indemnification asset of $0.4 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. Transition Services Agreement Pursuant to the transition services agreement, Match Group provides certain services to IAC that Former Match Group previously provided to Former 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 year ended December 31, 2022, the Company received $20.6 million from IAC for services provided under the transition 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. For the year ended December 31, 2022, the Company paid IAC $0.1 million for the cost of IAC equity awards held by the Company’s employees upon vesting. At December 31, 2022, the Company has accrued $0.3 million as the estimated cost due to IAC for IAC equity awards held by Match Group employees. 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. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | NOTE 16—BENEFIT PLANS Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 75% of their pre-tax earnings, but not more than statutory limits. The employer match under the Match Group Plan is 100% of the first 10% of a participant’s eligible earnings, subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan. The Company’s common stock is not an available investment option under the Match Group Plan. Prior to January 1, 2021, Match Group employees were eligible to participate in a retirement savings plan sponsored by IAC in the United States pursuant to the Employee Matters Agreement with IAC (the “IAC Plan”). Beginning January 1, 2021, all investments in the IAC plan were transferred to the Match Group Plan. The employer match under the IAC plan was 100% of the first 10% of a participant’s eligible earnings. Matching contributions under the plans for the years ended December 31, 2022, 2021, and 2020 were $13.5 million, $10.9 million and $8.6 million, respectively. The increase in matching contributions is primarily due to increased headcount. Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans. Under the IAC Plan and prior to the Separation, an available investment option was IAC common stock, but neither participant nor matching contributions were required to be invested in IAC common stock. Internationally, Match Group also has or participates in various benefit plans, primarily defined contribution plans. The Company’s contributions for these plans for the years ended December 31, 2022, 2021 and 2020 were $6.2 million, $5.4 million, and $3.8 million, respectively. |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | NOTE 17—CONSOLIDATED FINANCIAL STATEMENT DETAILS December 31, 2022 2021 (In thousands) Other current assets: Prepaid expenses $ 45,089 $ 78,952 Capitalized mobile app fees 38,185 41,744 Other 26,053 81,872 Other current assets $ 109,327 $ 202,568 December 31, 2022 2021 (In thousands) Property and equipment, net: Computer equipment and capitalized software $ 180,410 $ 171,335 Buildings and building improvements 67,139 61,841 Leasehold improvements 45,371 40,895 Land 11,565 11,565 Furniture and other equipment 20,861 19,593 Projects in progress 49,199 39,769 374,545 344,998 Accumulated depreciation and amortization (198,409) (181,742) Property and equipment, net $ 176,136 $ 163,256 December 31, 2022 2021 (In thousands) Accrued expenses and other current liabilities: Accrued legal settlement $ — $ 441,000 Accrued employee compensation and benefits 90,098 88,670 Accrued advertising expense 49,509 47,686 Accrued non-income taxes 38,017 32,725 Accrued interest expense 30,148 30,110 Other 82,165 128,175 Accrued expenses and other current liabilities $ 289,937 $ 768,366 Years Ended December 31, 2022 2021 2020 (In thousands) Other income (expense), net $ 8,033 $ (465,038) $ 15,861 Other income, net, in 2022 includes interest income of $4.4 million, gains of $3.5 million related to finalization of a legal settlement, and gains of $2.7 million related to mark-to-market adjustments pertaining to liability classified equity instruments; partially offset by $2.0 million in net foreign currency losses. Other expense, net, in 2021 includes a $441.0 million loss related to the former Tinder employee litigation settlement, a $14.6 million loss related to the changes in fair value of an embedded derivative arising from the repurchase of a portion of the 2022 Exchangeable Notes, a $5.2 million inducement expense arising from the repurchased 2022 Exchangeable Notes, and $1.8 million in net foreign currency losses; partially offset by $2.4 million of gains on the net settlement of the note hedges and warrants. Other income, net in 2020 includes a legal settlement of $35.0 million and interest income of $2.7 million, partially offset by a loss on redemption of bonds of $16.5 million, expense of $3.4 million related to a mark-to-market adjustment pertaining to a liability classified equity instrument, and $0.6 million in net foreign currency losses. Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: December 31, 2022 2021 2020 2019 (In thousands) Cash and cash equivalents $ 572,395 $ 815,384 $ 739,164 $ 465,676 Restricted cash included in other current assets 121 128 138 127 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 2,674,146 Restricted cash included in non-current assets of discontinued operations — — — 409 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow $ 572,516 $ 815,512 $ 739,302 $ 3,140,358 Supplemental Disclosures of Cash Flow Information Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid (received) during the year for: Interest $ 138,045 $ 117,528 $ 115,957 Income tax payments $ 60,026 $ 54,766 $ 41,024 Income tax refunds $ (13,658) $ (13,840) $ (30,048) Noncash issuance of common stock for the acquisition of Hyperconnect $ — $ 890,851 $ — |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | Schedule II MATCH GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Description Balance at Charges to Charges to Deductions Balance at (In thousands) 2022 Allowance for credit losses $ 281 $ 109 (a) $ (2) $ (1) (d) $ 387 Deferred tax valuation allowance 86,071 8,458 (b) (776) (f) (22,621) (g) 71,132 Other reserves 8,499 6,563 2021 Allowance for credit losses $ 286 $ 43 (a) $ (2) $ (46) (d) $ 281 Deferred tax valuation allowance 71,090 15,969 (e) (988) (f) — 86,071 Other reserves 3,380 8,499 2020 Allowance for doubtful accounts $ 578 $ (22) (a) $ (234) $ (36) (d) $ 286 Deferred tax valuation allowance 52,913 35,261 (e) (17,084) (c) — 71,090 Other reserves 2,901 3,380 ______________________ (a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses. (b) Additions to the deferred tax valuation allowance are primarily related to foreign net operating losses. (c) Amount is primarily related to a reduction in the valuation allowance as a result of the preliminary allocation of tax attributes between Match Group and IAC in conjunction with the Separation. (d) Write-off of fully reserved accounts receivable. (e) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions. (f) Amount is related to currency translation adjustments on foreign net operating losses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder ® , Hinge ® , Match ® , Meetic ® , OkCupid ® , Pairs™, Plenty Of Fish ® , Azar ® , Hakuna®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world. Match Group has one operating segment, Connections, which is managed as a portfolio of brands. |
Basis of Presentation and Consolidation | 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. |
Separation of Match Group and IAC and Discontinued Operations | Separation of Match Group and IAC and Discontinued Operations 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 8—Shareholders’ Equity” for additional information about the series of transactions. 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. |
Accounting for Investments in Equity Securities | Accounting for Investments in 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 , with any changes to fair value recognized within other income (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 similar securities of the same issuer, the value of which 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 investments in equity securities without readily determinable fair values for impairment each reporting period when there are |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from 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 (“ROU 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; the fair value of derivatives; 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. |
Revenue Recognition | Revenue Recognition The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one As permitted under the practical expedient available under ASU No. 2014-09, 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. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU No. 2014-09 applicable to such contracts and does not consider the time value of money. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically, the Company capitalizes and amortizes mobile app store fees over the term of the applicable subscription. During the years ended December 31, 2022 and 2021, the Company recognized expense of $622.5 million and $552.6 million, respectively, related to the amortization of these costs. The contract asset balances at December 31, 2022, 2021, and 2020 related to costs to obtain a contract are $38.2 million, $41.7 million, and $33.5 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet. Accounts Receivables, Net of Allowance for Credit Losses and Revenue Reserves The majority of our users purchase our services through mobile app stores. At December 31, 2022, two mobile app stores accounted for approximately 70% and 12%, respectively, of our gross accounts receivables. The comparable amounts at December 31, 2021 were 67% and 12%, respectively. We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities. We generally collect these balances between 30 and 45 days following the purchase. Payments made directly through our applications are processed by third-party payment processors. We generally collect these balances within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience. Accounts receivable related to indirect revenue include amounts billed and currently due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date. 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 deferred revenue balances are $252.7 million, $262.1 million, and $239.1 million at December 31, 2022, 2021, and 2020, respectively. During the years ended December 31, 2022 and 2021, the Company recognized $262.1 million and $239.1 million of revenue that was included in the deferred revenue balance as of December 31, 2021 and 2020, respectively. At December 31, 2022 and 2021, there is no non-current portion of deferred revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds. |
Property and Equipment | Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Buildings and building improvements 10 to 39 years Computer equipment and capitalized software 2 to 3 years Furniture and other equipment 5 years Leasehold improvements 6 to 10 years |
Business Combinations | Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company had a negative carrying value for the Company’s annual goodwill test at both October 1, 2021 and 2022. Additionally, an impairment test of goodwill was not necessary because there were no factors identified that would indicate an impairment loss. The Company continued to have a negative carrying value at December 31, 2022. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not that there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. |
Long-Lived Assets and Intangible Assets with Definite Lives | Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definite lives of $25.8 million, which is included within “ impairment and amortization of intangibles |
Fair Value Measurements | 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 Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. |
Advertising Costs | Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites; offline marketing, which is primarily television advertising; and payments to partners who direct traffic to our websites. |
Legal Costs | Legal Costs Legal costs are expensed as incurred. |
Income Taxes | Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. |
Earnings Per Share | Earnings Per ShareBasic earnings per share is computed by dividing net earnings attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 17—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses. |
Stock-Based Compensation | Stock-Based CompensationStock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet. |
Certain Risks and Concentrations | Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements adopted by the Company In October 2021, the FASB issued ASU No. 2021-08, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . The update will generally result in an entity recognizing contract assets and contract liabilities as if the acquirer had originated the contracts, which, for the most part, results in no change to the value of deferred revenue when measured in purchase accounting. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard in the third quarter of 2022 effective January 1, 2022 and applied its provisions to our acquisition in 2022. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents disaggregated revenue: For the Years Ended December 31, 2022 2021 2020 (In thousands) Direct Revenue: Americas $ 1,629,069 $ 1,512,057 $ 1,247,961 Europe 848,886 821,827 680,128 APAC and Other 652,266 588,987 416,635 Total Direct Revenue 3,130,221 2,922,871 2,344,724 Indirect Revenue (principally advertising revenue) 58,622 60,406 46,545 Total Revenue $ 3,188,843 $ 2,983,277 $ 2,391,269 Direct Revenue Tinder $ 1,794,467 $ 1,649,757 $ 1,355,400 Hinge 283,668 196,538 90,145 Other brands 1,052,086 1,076,576 899,179 Total Direct Revenue $ 3,130,221 $ 2,922,871 $ 2,344,724 |
Schedule of Estimated Useful Lives | Asset Category Estimated Buildings and building improvements 10 to 39 years Computer equipment and capitalized software 2 to 3 years Furniture and other equipment 5 years Leasehold improvements 6 to 10 years |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes and Non-controlling Interest | U.S. and foreign earnings (loss) from continuing operations before income taxes are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) U.S. $ 651,406 $ 184,835 $ 547,969 Foreign (273,915) 71,313 82,983 Total $ 377,491 $ 256,148 $ 630,952 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Current income tax provision (benefit): Federal $ 5,703 $ 15 $ (2,044) State 4,069 3,192 1,640 Foreign 35,542 34,865 28,293 Current income tax provision 45,314 38,072 27,889 Deferred income tax (benefit) provision: Federal 76,185 (32,723) 31,025 State 6,076 (18,627) (10,451) Foreign (112,214) (6,619) (5,190) Deferred income tax (benefit) provision (29,953) (57,969) 15,384 Income tax provision (benefit) $ 15,361 $ (19,897) $ 43,273 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred tax assets for foreign net operating losses and U.S. foreign tax credits. December 31, 2022 2021 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 60,143 $ 85,613 Tax credit carryforwards 137,481 128,731 Disallowed interest carryforwards 64,463 52,104 Capitalized research expenses 49,113 — Stock-based compensation 20,653 15,491 Accrued expenses 17,871 116,415 Exchangeable notes 44,585 52,177 Other 25,340 33,211 Total deferred tax assets 419,649 483,742 Less valuation allowance (71,132) (86,071) Net deferred tax assets 348,517 397,671 Deferred tax liabilities: Intangible assets (76,169) (165,551) Right-of-use assets (16,125) (21,784) Property and equipment (11,239) (4,923) Other (668) (737) Total deferred tax liabilities (104,201) (192,995) Net deferred tax assets $ 244,316 $ 204,676 |
Schedule of Income Tax Rate Reconciliation | A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Income tax provision at the federal statutory rate of 21% $ 79,273 $ 53,791 $ 132,500 State income taxes, net of effect of federal tax benefit 16,953 4,530 8,803 Stock-based compensation (30,440) (63,751) (112,203) Research credits (12,611) (25,830) (21,306) Foreign-derived intangible income deduction (12,646) — — Change in valuation allowance (22,621) 8,523 29,787 Foreign income taxed at a different statutory rate (4,104) 5,808 4,884 Withholding taxes 8,922 1,057 2,933 Change in uncertain tax positions (10,694) (948) (5,770) Other, net 3,329 (3,077) 3,645 Income tax provision (benefit) $ 15,361 $ (19,897) $ 43,273 The 2022 income tax provision benefited primarily from (a) the release of a valuation allowance on certain foreign deferred tax assets as we expect to be able to use those deferred tax assets in the foreseeable future, (b) favorable outcomes of tax audits, and (c) a lower tax rate on U.S. income derived from foreign sources. The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S. The 2021 and 2020 income tax provisions benefited primarily from (a) excess tax benefits generated by the exercise and vesting of stock-based awards and (b) research credits. In 2020, this benefit was partially offset by an increase in valuation allowances on foreign tax credits. |
Schedule of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows: December 31, 2022 2021 2020 (In thousands) Balance at January 1 $ 50,830 $ 45,624 $ 53,324 Additions based on tax positions related to the current year 5,781 8,107 7,818 Additions for tax positions of prior years 1,938 1,353 1,772 Reductions for tax positions of prior years (12,287) (1,028) — Settlements (2,139) (2,348) (16,512) Expiration of applicable statute of limitations (783) (878) (778) Balance at December 31 $ 43,340 $ 50,830 $ 45,624 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The key components of (loss) earnings from discontinued operations for the years ended December 31, 2022, 2021, and 2020 consist of the following: Years Ended December 31, 2022 2021 2020 (In thousands) Revenue $ — $ — $ 1,410,485 Operating costs and expenses — — (1,840,178) Operating loss — — (429,693) Interest expense — — (3,772) Other expense, net — — (2,503) Income tax (provision) benefit (2,211) 509 69,898 (Loss) earnings from discontinued operations $ (2,211) $ 509 $ (366,070) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net, are as follows: December 31, 2022 2021 (In thousands) Goodwill $ 2,348,366 $ 2,411,996 Intangible assets with indefinite lives 189,006 576,653 Intangible assets with definite lives, net 168,741 195,044 Total goodwill and intangible assets, net $ 2,706,113 $ 3,183,693 |
Schedule of Goodwill by Reporting Unit | The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (In thousands) Balance at January 1 $ 2,411,996 $ 1,270,532 Additions 27,086 1,243,063 Foreign Exchange Translation (90,716) (101,599) Balance at December 31 $ 2,348,366 $ 2,411,996 |
Schedule of Intangible Assets with Definite Lives | At December 31, 2022 and 2021, intangible assets with definite lives are as follows: December 31, 2022 Gross Accumulated Net Weighted-Average (In thousands) Customer lists $ 123,531 $ (41,866) $ 81,665 4.9 Patent and technology 66,754 (33,778) 32,976 4.5 Trade names 56,594 (2,503) 54,091 3.3 Other 22 (13) 9 2.0 Total $ 246,901 $ (78,160) $ 168,741 4.3 December 31, 2021 Gross Accumulated Net Weighted-Average (In thousands) Customer lists $ 129,427 $ (15,487) $ 113,940 4.9 Patent and technology 99,512 (18,657) 80,855 4.2 Trade names 1,354 (1,193) 161 1.3 Other 425 (337) 88 2.7 Total $ 230,718 $ (35,674) $ 195,044 4.6 |
Schedule of Expected Amortization of Intangible Assets | At December 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) 2023 $ 45,635 2024 42,925 2025 36,276 2026 18,322 2027 and thereafter 25,583 Total $ 168,741 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments 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: December 31, 2022 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 77,150 $ — $ 77,150 Time deposits — 25,593 25,593 Short-term investments: Time deposits — 8,723 8,723 Total $ 77,150 $ 34,316 $ 111,466 December 31, 2021 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 260,582 $ — $ 260,582 Time deposits — 36,831 36,831 Short-term investments: Time deposits — 11,818 11,818 Total $ 260,582 $ 48,649 $ 309,231 |
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. December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt, net (a)(b)(c) $ — $ — $ (84,333) $ (254,472) Long-term debt, net (b)(c) $ (3,835,726) $ (3,407,391) $ (3,829,421) $ (4,772,140) ______________________ (a) At December 31, 2021, the carrying value excludes the $15.6 million aggregate principal amount of the exchanged 2022 Exchangeable Notes as that amount is carried at fair value as described below. (b) At December 31, 2021, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.6 million. At December 31, 2022 and 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $39.3 million and $45.6 million, respectively. (c) At December 31, 2022, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $514.4 million and $499.7 million, respectively. At December 31, 2021, the fair value of the outstanding 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes is $302.2 million, $932.6 million, and $1,017.7 million, respectively. |
LONG-TERM DEBT, NET (Tables)
LONG-TERM DEBT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt, net consists of: December 31, 2022 2021 (In thousands) Credit Facility due February 13, 2025 $ — $ — Term Loan due February 13, 2027 425,000 425,000 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 1 500,000 500,000 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 1 500,000 500,000 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 500,000 500,000 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 — 100,500 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 long-term debt 3,875,000 3,975,500 Less: Current maturities of long-term debt — 100,500 Less: Unamortized original issue discount 4,366 5,215 Less: Unamortized debt issuance costs 34,908 40,364 Total long-term debt, net $ 3,835,726 $ 3,829,421 The following table presents details of the outstanding exchangeable features: 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 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 Debt Instrument Redemption | The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to redeem a portion of the 2022 Exchangeable Notes and for general corporate purposes. At any time prior to October 1, 2026, 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning October 1, Percentage 2026 101.813% 2027 101.208% 2028 100.604% 2029 and thereafter 100.000% The 4.625% Senior Notes were issued on May 19, 2020. The proceeds from these notes were used to redeem then outstanding 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning June 1, Percentage 2023 102.313% 2024 101.156% 2025 and thereafter 100.000% The 4.125% Senior Notes were issued 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning May 1, Percentage 2025 102.063% 2026 101.375% 2027 100.688% 2028 and thereafter 100.000% The 5.625% Senior Notes were issued 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning February 15, Percentage 2024 102.813% 2025 101.875% 2026 100.938% 2027 and thereafter 100.000% The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable. The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium. These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date: Beginning December 15, Percentage 2022 102.500% 2023 101.667% 2024 100.833% 2025 and thereafter 100.000% |
Schedule of If-Converted Value in Excess of Principal | The following table presents the if-converted value that exceeded the principal of each Exchangeable Note outstanding as of December 31, 2022 and 2021 based on the Company’s stock price on December 31, 2022 and 2021, respectively. December 31, 2022 December 31, 2021 (In millions) 2022 Exchangeable Notes N/A $ 170.4 2026 Exchangeable Notes $ — $ 293.9 2030 Exchangeable Notes $ — $ 327.9 |
Schedule of Exchangeable Notes Hedge and Warrants | The following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 575,000 $ 575,000 $ 100,500 $ 575,000 $ 575,000 Less: unamortized debt issuance costs 5,562 7,645 573 7,130 8,638 Net carrying value included in current maturities of long-term debt, net $ — $ — $ 99,927 $ — $ — Net carrying value included in long-term debt, net $ 569,438 $ 567,355 $ — $ 567,870 $ 566,362 The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2022: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Hedges 6.6 $ 87.52 2030 Exchangeable Notes Hedges 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2022 Exchangeable Notes Warrants (b) 1.9 $ 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. (b) The outstanding 2022 Exchangeable Notes Warrants at December 31, 2022 will be exercised ratably over 80 trading days commencing on the first trading day following the expiration date through April 27, 2023. |
Schedule of Interest Expense, Exchangeable Notes | The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2022, 2021, and 2020: Year Ended December 31, 2022 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 366 $ 5,031 $ 11,500 Amortization of debt issuance costs 401 1,568 993 Total interest expense recognized $ 767 $ 6,599 $ 12,493 Year Ended December 31, 2021 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,525 $ 5,031 $ 11,500 Amortization of debt issuance costs 2,939 1,570 989 Total interest expense recognized $ 6,464 $ 6,601 $ 12,489 Year Ended December 31, 2020 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 4,528 $ 5,031 $ 11,500 Amortization of debt issuance costs 3,646 1,533 950 Total interest expense recognized $ 8,174 $ 6,564 $ 12,450 |
Schedule of Long-term Debt Maturities | Long-term debt maturities Years Ending December 31, (In thousands) 2026 $ 575,000 2027 875,000 2028 500,000 2029 350,000 2030 1,075,000 2031 500,000 Total 3,875,000 Less: Unamortized original issue discount 4,366 Less: Unamortized debt issuance costs 34,908 Total long-term debt, net $ 3,835,726 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings. Year Ended December 31, 2022 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (223,754) $ (223,754) Other comprehensive loss (145,428) (145,428) Balance at December 31 $ (369,182) $ (369,182) Year Ended December 31, 2021 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (81,454) $ (81,454) Other comprehensive loss (142,300) (142,300) Balance at December 31 $ (223,754) $ (223,754) Year Ended December 31, 2020 Foreign Currency Translation Adjustment Unrealized (Loss) Gain 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 40,655 (1) 40,654 Amounts reclassified into earnings (168) — (168) Net period other comprehensive income (loss) 40,487 (1) 40,486 Allocation of accumulated other comprehensive loss related to the noncontrolling interests 628 — 628 Separation of IAC 13,780 1 13,781 Balance at December 31 $ (81,454) $ — $ (81,454) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Years Ended December 31, 2022 2021 2020 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 362,130 $ 362,130 $ 276,045 $ 276,045 $ 587,679 $ 587,679 Net loss (earnings) attributable to noncontrolling interests 2,027 2,027 1,169 1,169 (59,599) (59,599) Impact from subsidiaries' dilutive securities of continuing operations (a) — (222) — (993) — (9,999) Interest on dilutive Exchangeable Notes, net of income tax (b) — 4,151 — 6,616 — 16,300 Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 364,157 $ 368,086 $ 277,214 $ 282,837 $ 528,080 $ 534,381 (Loss) earnings from discontinued operations, net of tax $ (2,211) $ (2,211) $ 509 $ 509 $ (366,070) $ (366,070) Net loss attributable to noncontrolling interests of discontinued operations — — — — 319 319 Impact from subsidiaries’ dilutive securities of discontinued operations (a) — — — — — (240) Net (loss) earnings from discontinued operations attributable to shareholders (2,211) (2,211) 509 509 (365,751) (365,991) Net earnings attributable to Match Group, Inc. shareholders $ 361,946 $ 365,875 $ 277,723 $ 283,346 $ 162,329 $ 168,390 Denominator Weighted average basic shares outstanding 282,564 282,564 275,004 275,004 223,433 223,433 Dilutive securities (a)(c)(d) — 5,020 — 13,866 — 12,157 Dilutive shares from Exchangeable Notes, if-converted (b) — 7,631 — 15,970 — 20,430 Denominator for earnings per share—weighted average shares (a)(c)(d) 282,564 295,215 275,004 304,840 223,433 256,020 Earnings (loss) per share: Earnings per share from continuing operations $ 1.29 $ 1.25 $ 1.01 $ 0.93 $ 2.36 $ 2.09 (Loss) earnings per share from discontinued operations, net of tax $ (0.01) $ (0.01) $ 0.00 $ 0.00 $ (1.64) $ (1.43) Earnings per share attributable to Match Group, Inc. shareholders $ 1.28 $ 1.24 $ 1.01 $ 0.93 $ 0.73 $ 0.66 ______________________ (a) Prior to the Separation, Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the period prior to the Separation in the year ended December 31, 2020, for continuing operations it was more dilutive for Former Match Group to settle certain Former Match Group equity awards; and for discontinued operations it was more dilutive for ANGI to settle certain ANGI equity awards. (b) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the years ended December 31, 2022 and 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive shares were included for the same set of notes. For the years ended December 31, 2022 and 2021, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities for both years. For the year ended December 31, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive shares were included for the same set of notes at the Match Group exchange rates. (c) 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 and vesting of restricted stock units. For the years ended December 31, 2022, 2021, and 2020, 16.0 million, 0.9 million, and 13.4 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (d) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards 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 and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2022, 2021, and 2020, 1.6 million, 1.0 million, and 0.4 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Changes in Outstanding Stock Options | Stock options outstanding at December 31, 2022 and changes during the year ended December 31, 2022 are as follows: December 31, 2022 Shares Weighted Weighted Aggregate (Shares and intrinsic value in thousands) Outstanding at January 1, 2022 4,468 $ 20.58 Exercised (729) 17.60 Forfeited (21) 28.15 Expired (7) 15.24 Outstanding at December 31, 2022 3,711 $ 21.13 4.0 $ 77,059 Options exercisable 3,679 $ 21.31 3.9 $ 75,730 ______________________ |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes the information about stock options outstanding and exercisable at December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at December 31, 2022 Weighted- Weighted-Average Exercisable at December 31, 2022 Weighted- Weighted-Average (Shares in thousands) $0.01 to $10.00 477 3.6 $ 7.88 445 3.2 $ 8.42 $10.01 to $20.00 1,256 3.5 14.52 1,256 3.5 14.52 $20.01 to $30.00 1,542 3.8 24.41 1,542 3.8 24.41 $30.01 to $40.00 144 5.1 35.82 144 5.1 35.82 $40.01 to $50.00 292 6.5 46.65 292 6.5 46.60 3,711 4.0 $ 21.13 3,679 3.9 $ 21.31 |
Schedule of Restricted Stock Units and Performance Stock Units | Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2022 and changes during the year ended December 31, 2022 are as follows: RSUs PSUs Market-based awards Number of shares Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value (Shares in thousands) Unvested at January 1, 2022 3,120 $ 105.33 541 $ 98.41 782 $ 138.95 Granted 3,772 95.05 45 109.80 805 134.65 Vested (1,518) 84.99 (245) 66.62 (109) 17.55 Forfeited (717) 117.96 (189) 109.57 (72) 149.87 Unvested at December 31, 2022 4,657 $ 101.69 152 $ 138.96 1,406 $ 145.32 ______________________ (a) Represents the maximum shares issuable. |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Long-lived Assets | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Years Ended December 31, 2022 2021 2020 (In thousands) Revenue United States $ 1,450,702 $ 1,362,658 $ 1,121,957 All other countries 1,738,141 1,620,619 1,269,312 Total $ 3,188,843 $ 2,983,277 $ 2,391,269 The United States is the only country from which revenue is greater than 10 percent of total revenue. December 31, 2022 2021 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 142,297 $ 133,513 South Korea 18,854 12,879 All other countries 14,985 16,864 Total $ 176,136 $ 163,256 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Leases Balance Sheet Classification December 31, 2022 December 31, 2021 (In thousands) Assets: Right-of-use assets Other non-current assets $ 93,661 $ 113,582 Liabilities: Current lease liabilities Accrued expenses and other current liabilities $ 14,495 $ 10,618 Long-term lease liabilities Other long-term liabilities 97,410 113,533 Total lease liabilities $ 111,905 $ 124,151 |
Schedule of Lease Cost | Lease Cost Income Statement Classification Year Ended December 31, 2022 Year Ended December 31, 2021 (In thousands) Fixed lease cost Cost of revenue $ 1,618 $ 2,280 Fixed lease cost General and administrative expense 22,356 22,772 Total fixed lease cost (a) 23,974 25,052 Variable lease cost Cost of revenue 682 80 Variable lease cost General and administrative expense 2,383 2,768 Total variable lease cost 3,065 2,848 Net lease cost $ 27,039 $ 27,900 ______________________ (a) Includes approximately $2.6 million and $3.5 million of short-term lease cost, and $0.3 million and $0.5 million of sublease income, for the years ended December 31, 2022 and December 31, 2021, respectively. |
Schedule of Maturity of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022 (b) : (In thousands) 2023 $ 18,724 2024 15,417 2025 14,340 2026 13,873 2027 12,249 After 2027 58,572 Total 133,175 Less: Interest (20,318) Less: Tenant improvement receivables (952) Present value of lease liabilities $ 111,905 ______________________ (b) Operating lease payments exclude $8.9 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Schedule of Weighted-Average Lease Term and Discount Rate of Leases | The following are the weighted average assumptions used for lease term and discount rate: December 31, 2022 December 31, 2021 Remaining lease term 9.1 years 9.2 years Discount rate 3.54 % 3.03 % |
Schedule of Other Lease Information | Year Ended December 31, 2022 Year Ended December 31, 2021 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 10,431 $ 53,492 Cash paid for amounts included in the measurement of lease liabilities $ 20,318 $ 18,345 |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | December 31, 2022 2021 (In thousands) Other current assets: Prepaid expenses $ 45,089 $ 78,952 Capitalized mobile app fees 38,185 41,744 Other 26,053 81,872 Other current assets $ 109,327 $ 202,568 |
Schedule of Property and Equipment, Net | December 31, 2022 2021 (In thousands) Property and equipment, net: Computer equipment and capitalized software $ 180,410 $ 171,335 Buildings and building improvements 67,139 61,841 Leasehold improvements 45,371 40,895 Land 11,565 11,565 Furniture and other equipment 20,861 19,593 Projects in progress 49,199 39,769 374,545 344,998 Accumulated depreciation and amortization (198,409) (181,742) Property and equipment, net $ 176,136 $ 163,256 |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, 2022 2021 (In thousands) Accrued expenses and other current liabilities: Accrued legal settlement $ — $ 441,000 Accrued employee compensation and benefits 90,098 88,670 Accrued advertising expense 49,509 47,686 Accrued non-income taxes 38,017 32,725 Accrued interest expense 30,148 30,110 Other 82,165 128,175 Accrued expenses and other current liabilities $ 289,937 $ 768,366 |
Schedule of Other Income (Expense), Net | Years Ended December 31, 2022 2021 2020 (In thousands) Other income (expense), net $ 8,033 $ (465,038) $ 15,861 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: December 31, 2022 2021 2020 2019 (In thousands) Cash and cash equivalents $ 572,395 $ 815,384 $ 739,164 $ 465,676 Restricted cash included in other current assets 121 128 138 127 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 2,674,146 Restricted cash included in non-current assets of discontinued operations — — — 409 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow $ 572,516 $ 815,512 $ 739,302 $ 3,140,358 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: December 31, 2022 2021 2020 2019 (In thousands) Cash and cash equivalents $ 572,395 $ 815,384 $ 739,164 $ 465,676 Restricted cash included in other current assets 121 128 138 127 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 2,674,146 Restricted cash included in non-current assets of discontinued operations — — — 409 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow $ 572,516 $ 815,512 $ 739,302 $ 3,140,358 |
Schedule of Supplemental Disclosure of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid (received) during the year for: Interest $ 138,045 $ 117,528 $ 115,957 Income tax payments $ 60,026 $ 54,766 $ 41,024 Income tax refunds $ (13,658) $ (13,840) $ (30,048) Noncash issuance of common stock for the acquisition of Hyperconnect $ — $ 890,851 $ — |
ORGANIZATION - Narrative (Detai
ORGANIZATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment languange | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of languages where products are available (over) | languange | 40 |
Number of operating segments | segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) unit app_store $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Discontinued Operations | |||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | ||||
Capitalized Contract Costs | |||||
Amortization of capitalized contract costs | $ 622,500,000 | $ 552,600,000 | |||
Contract assets | $ 38,200,000 | 41,700,000 | $ 33,500,000 | ||
Number of app stores | app_store | 2 | ||||
Current deferred revenue | $ 252,718,000 | 262,131,000 | 239,100,000 | ||
Deferred revenue recognized | 262,100,000 | 239,100,000 | |||
Non-current deferred revenue | $ 0 | 0 | |||
Cash equivalents: | |||||
Maturity period from date of purchase for cash and cash equivalents (in days, less than) | 91 days | ||||
Property and Equipment | |||||
Property and equipment, net | $ 176,136,000 | 163,256,000 | |||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Number of reporting units | unit | 1 | ||||
Impairment and amortization of intangibles | $ 366,257,000 | 28,559,000 | 7,525,000 | ||
Indefinite-lived intangible assets | 84,300,000 | ||||
Indefinite-lived intangible assets acquired | $ 49,900,000 | ||||
Advertising Costs | |||||
Advertising expense | 474,900,000 | 510,300,000 | 438,700,000 | ||
Foreign Currency Translation and Transaction Gains and Losses | |||||
Amount of gains (losses) reclassified to earnings | (168,000) | ||||
Redeemable Noncontrolling Interest | |||||
Impairment of Intangible Assets, Finite-Lived | $ 25,800,000 | ||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and amortization of intangibles | ||||
Foreign Currency Translation Adjustment | |||||
Foreign Currency Translation and Transaction Gains and Losses | |||||
Amount of gains (losses) reclassified to earnings | 0 | (168,000) | $ 0 | ||
Redeemable Noncontrolling Interests | |||||
Redeemable Noncontrolling Interest | |||||
Temporary equity, accretion to redemption value | $ 1,401,000 | 2,700,000 | 6,700,000 | ||
Europe | Trade names | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Impairment of intangible asset | 244,300,000 | ||||
United States | |||||
Property and Equipment | |||||
Property and equipment, net | $ 142,297,000 | $ 133,513,000 | |||
United States | Trade names | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Impairment of intangible asset | 43,900,000 | ||||
Impairment and amortization of intangibles | $ 5,500,000 | ||||
Minimum | |||||
Capitalized Contract Costs | |||||
Subscription period | 1 month | ||||
Minimum | Indefinite-lived Intangible Assets | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Royalty rate used for impairment assessment of indefinite-lived intangible assets (as a percent) | 3% | 5% | |||
Minimum | Indefinite-lived Intangible Assets | Discount Rate | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Measurement input (as a percent) | 0.12 | 0.10 | |||
Maximum | |||||
Capitalized Contract Costs | |||||
Subscription period | 6 months | ||||
Maximum | Indefinite-lived Intangible Assets | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Royalty rate used for impairment assessment of indefinite-lived intangible assets (as a percent) | 8% | 8% | |||
Maximum | Indefinite-lived Intangible Assets | Discount Rate | |||||
Goodwill and Indefinite-Lived Intangible Assets | |||||
Measurement input (as a percent) | 0.16 | 0.16 | |||
Software and Software Development Costs | |||||
Property and Equipment | |||||
Property and equipment, net | $ 72,600,000 | $ 53,500,000 | |||
Accounts Receivable | Customer Concentration Risk | App Store #1 | |||||
Capitalized Contract Costs | |||||
Concentration risk (percent) | 70% | 67% | |||
Accounts Receivable | Customer Concentration Risk | App Store #2 | |||||
Capitalized Contract Costs | |||||
Concentration risk (percent) | 12% | 12% | |||
New Match Common Stock | |||||
Discontinued Operations | |||||
Stock issued in transaction per parent company share (shares) | shares | 1 | ||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | $ 3,188,843 | $ 2,983,277 | $ 2,391,269 |
Direct Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 3,130,221 | 2,922,871 | 2,344,724 |
Direct Revenue | Tinder | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 1,794,467 | 1,649,757 | 1,355,400 |
Direct Revenue | Hinge | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 283,668 | 196,538 | 90,145 |
Direct Revenue | Other brands | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 1,052,086 | 1,076,576 | 899,179 |
Indirect Revenue (principally advertising revenue) | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 58,622 | 60,406 | 46,545 |
Americas | Direct Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 1,629,069 | 1,512,057 | 1,247,961 |
Europe | Direct Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | 848,886 | 821,827 | 680,128 |
APAC and Other | Direct Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total Direct Revenue | $ 652,266 | $ 588,987 | $ 416,635 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings and building improvements | Minimum | |
Property and Equipment | |
Estimated useful lives (in years) | 10 years |
Buildings and building improvements | Maximum | |
Property and Equipment | |
Estimated useful lives (in years) | 39 years |
Computer equipment and capitalized software | Minimum | |
Property and Equipment | |
Estimated useful lives (in years) | 2 years |
Computer equipment and capitalized software | Maximum | |
Property and Equipment | |
Estimated useful lives (in years) | 3 years |
Furniture and other equipment | |
Property and Equipment | |
Estimated useful lives (in years) | 5 years |
Leasehold improvements | Minimum | |
Property and Equipment | |
Estimated useful lives (in years) | 6 years |
Leasehold improvements | Maximum | |
Property and Equipment | |
Estimated useful lives (in years) | 10 years |
INCOME TAXES - Income before In
INCOME TAXES - Income before Income Taxes and Non-Controlling Interest and Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 651,406 | $ 184,835 | $ 547,969 |
Foreign | (273,915) | 71,313 | 82,983 |
Earnings from continuing operations, before tax | 377,491 | 256,148 | $ 630,952 |
Deferred tax assets: | |||
Net operating loss carryforwards | 60,143 | 85,613 | |
Tax credit carryforwards | 137,481 | 128,731 | |
Disallowed interest carryforwards | 64,463 | 52,104 | |
Capitalized research expenses | 49,113 | 0 | |
Stock-based compensation | 20,653 | 15,491 | |
Accrued expenses | 17,871 | 116,415 | |
Exchangeable notes | 44,585 | 52,177 | |
Other | 25,340 | 33,211 | |
Total deferred tax assets | 419,649 | 483,742 | |
Less valuation allowance | (71,132) | (86,071) | |
Net deferred tax assets | 348,517 | 397,671 | |
Deferred tax liabilities: | |||
Intangible assets | (76,169) | (165,551) | |
Right-of-use assets | (16,125) | (21,784) | |
Property and equipment | (11,239) | (4,923) | |
Other | (668) | (737) | |
Total deferred tax liabilities | (104,201) | (192,995) | |
Net deferred tax assets | $ 244,316 | $ 204,676 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax provision (benefit): | |||
Federal | $ 5,703 | $ 15 | $ (2,044) |
State | 4,069 | 3,192 | 1,640 |
Foreign | 35,542 | 34,865 | 28,293 |
Current income tax provision | 45,314 | 38,072 | 27,889 |
Deferred income tax (benefit) provision: | |||
Federal | 76,185 | (32,723) | 31,025 |
State | 6,076 | (18,627) | (10,451) |
Foreign | (112,214) | (6,619) | (5,190) |
Deferred income tax (benefit) provision | (29,953) | (57,969) | 15,384 |
Income tax provision (benefit) | $ 15,361 | $ (19,897) | $ 43,273 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards | |||
Income tax benefit related to net operating loss carryforwards | $ 9,700 | ||
Disallowed interest carryforwards | 64,463 | $ 52,104 | |
Tax credit carryforwards | 164,000 | ||
Increase in valuation allowance | 14,900 | ||
Foreign deferred tax assets | 22,600 | ||
Additional valuation allowances | 7,700 | ||
Valuation allowance at end of period | 71,100 | ||
Increase (Decrease) in unrecognized tax benefits, income tax penalties and interest accrued | (300) | (300) | $ (1,700) |
Noncurrent income taxes payable, accrued interest and penalties | 1,200 | 1,500 | |
Income tax penalties and interest accrued | 44,200 | 51,800 | |
Tax positions for which the ultimate deductibility is highly certain but timing is uncertain | 31,300 | $ 46,000 | |
Change in unrecognized tax benefits unrelated to Federal income taxes statute of limitations expiring within twelve months of current reporting period | 7,000 | ||
Undistributed earnings of foreign subsidiaries | 172,700 | ||
Research tax credit carryforward | |||
Operating Loss Carryforwards | |||
Tax credit carryforwards | 127,400 | ||
Expires within twenty years | |||
Operating Loss Carryforwards | |||
Tax credit carryforwards | 76,600 | ||
Expires within ten years | |||
Operating Loss Carryforwards | |||
Tax credit carryforwards | 31,800 | ||
Federal | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards | 11,500 | ||
Net operating loss carryforwards not subject to expiration | 4,300 | ||
Net operating loss carryforwards subject to expiration | 7,200 | ||
Unrestricted operating loss carryforwards | 4,300 | ||
Disallowed interest carryforwards | 213,200 | ||
State | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards | 213,000 | ||
Unrestricted operating loss carryforwards | 182,800 | ||
State | Carried forward indefinitely | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards not subject to expiration | 3,100 | ||
State | Expires within twenty years | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards subject to expiration | 209,900 | ||
Foreign | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards | 185,100 | ||
Disallowed interest carryforwards | 67,900 | ||
Foreign | General business tax credit carryforward | |||
Operating Loss Carryforwards | |||
Tax credit carryforwards | 34,300 | ||
Foreign | Carried forward indefinitely | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards not subject to expiration | 114,900 | ||
Foreign | Expires within twenty years | |||
Operating Loss Carryforwards | |||
Net operating loss carryforwards subject to expiration | $ 70,200 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at the federal statutory rate of 21% | $ 79,273 | $ 53,791 | $ 132,500 |
State income taxes, net of effect of federal tax benefit | 16,953 | 4,530 | 8,803 |
Stock-based compensation | (30,440) | (63,751) | (112,203) |
Research credits | (12,611) | (25,830) | (21,306) |
Foreign-derived intangible income deduction | (12,646) | 0 | 0 |
Change in valuation allowance | (22,621) | 8,523 | 29,787 |
Foreign income taxed at a different statutory rate | (4,104) | 5,808 | 4,884 |
Withholding taxes | 8,922 | 1,057 | 2,933 |
Change in uncertain tax positions | (10,694) | (948) | (5,770) |
Other, net | 3,329 | (3,077) | 3,645 |
Income tax provision (benefit) | $ 15,361 | $ (19,897) | $ 43,273 |
INCOME TAXES - Income Tax Conti
INCOME TAXES - Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of beginning and ending amount of unrecognized tax benefits, excluding interest | |||
Balance at beginning of period | $ 50,830 | $ 45,624 | $ 53,324 |
Additions based on tax positions related to the current year | 5,781 | 8,107 | 7,818 |
Additions for tax positions of prior years | 1,938 | 1,353 | 1,772 |
Reductions for tax positions of prior years | (12,287) | (1,028) | 0 |
Settlements | (2,139) | (2,348) | (16,512) |
Expiration of applicable statute of limitations | (783) | (878) | (778) |
Balance at end of period | $ 43,340 | $ 50,830 | $ 45,624 |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
DiscontinuedOperationGainLossOnDisposalStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag | (Loss) earnings from discontinued operations | ||
IAC/InterActiveCorp | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 1,410,485 |
Operating costs and expenses | 0 | 0 | (1,840,178) |
Operating loss | 0 | 0 | (429,693) |
Interest expense | 0 | 0 | (3,772) |
Other expense, net | 0 | 0 | (2,503) |
Income tax (provision) benefit | (2,211) | 509 | 69,898 |
(Loss) earnings from discontinued operations | $ (2,211) | $ 509 | $ (366,070) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 2,348,366 | $ 2,411,996 | $ 1,270,532 |
Intangible assets with indefinite lives | 189,006 | 576,653 | |
Intangible assets with definite lives, net | 168,741 | 195,044 | |
Total goodwill and intangible assets, net | $ 2,706,113 | $ 3,183,693 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||||
Jul. 11, 2022 | Jun. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets with definite lives | |||||
Payments to acquire business, net of cash acquired | $ 25,681 | $ 859,905 | $ 0 | ||
Goodwill | $ 2,348,366 | $ 2,411,996 | $ 1,270,532 | ||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Intangible assets, net | ||||
The League App, Inc. | |||||
Intangible assets with definite lives | |||||
Business combination, purchase price | $ 29,900 | ||||
Payments to acquire businesses, gross | 25,700 | ||||
Deferred cash consideration payable | $ 4,200 | ||||
Hyperconnect, Inc. | |||||
Intangible assets with definite lives | |||||
Business combination, purchase price | $ 1,750,000 | ||||
Payments to acquire business, net of cash acquired | 859,900 | ||||
Business combination, deferred tax liabilities | $ 134,700 | ||||
Issuance of common stock for the acquisition of Hyperconnect (shares) | 5.9 | ||||
Goodwill | $ 1,200,000 | ||||
Intangible assets acquired | 612,000 | ||||
Net assets acquired | $ 30,400 | ||||
Impairment of intangible asset | $ 270,100 | ||||
Trade names | |||||
Intangible assets with definite lives | |||||
Impairment of intangible asset, indefinite-lived (excluding goodwill) | $ 49,400 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Balance at the beginning of the period | $ 2,411,996 | $ 1,270,532 |
Additions | 27,086 | 1,243,063 |
Foreign Exchange Translation | (90,716) | (101,599) |
Balance at the end of the period | $ 2,348,366 | $ 2,411,996 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 246,901 | $ 230,718 |
Accumulated Amortization | (78,160) | (35,674) |
Total | $ 168,741 | $ 195,044 |
Weighted-Average Useful Life (Years) | 4 years 3 months 18 days | 4 years 7 months 6 days |
Customer lists | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 123,531 | $ 129,427 |
Accumulated Amortization | (41,866) | (15,487) |
Total | $ 81,665 | $ 113,940 |
Weighted-Average Useful Life (Years) | 4 years 10 months 24 days | 4 years 10 months 24 days |
Patent and technology | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 66,754 | $ 99,512 |
Accumulated Amortization | (33,778) | (18,657) |
Total | $ 32,976 | $ 80,855 |
Weighted-Average Useful Life (Years) | 4 years 6 months | 4 years 2 months 12 days |
Trade names | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 56,594 | $ 1,354 |
Accumulated Amortization | (2,503) | (1,193) |
Total | $ 54,091 | $ 161 |
Weighted-Average Useful Life (Years) | 3 years 3 months 18 days | 1 year 3 months 18 days |
Other | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 22 | $ 425 |
Accumulated Amortization | (13) | (337) |
Total | $ 9 | $ 88 |
Weighted-Average Useful Life (Years) | 2 years | 2 years 8 months 12 days |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 45,635 | |
2024 | 42,925 | |
2025 | 36,276 | |
2026 | 18,322 | |
2027 and thereafter | 25,583 | |
Total | $ 168,741 | $ 195,044 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | ||||||
Oct. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | Sep. 22, 2021 | |
Fair Value Disclosures [Abstract] | ||||||||
Equity securities without readily determinable fair value | $ 14,200,000 | $ 14,200,000 | $ 14,200,000 | |||||
Cumulative downward adjustments to the carrying value of equity securities without readily determinable fair values | 2,100,000 | |||||||
Impairment charge | $ 0 | 0 | ||||||
Long-term Debt | ||||||||
Loss on embedded derivative | 14,600,000 | |||||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | |||||||
2022 Exchangeable Notes | Exchangeable Notes Hedge | ||||||||
Long-term Debt | ||||||||
Derivative gain (loss) | 9,700,000 | |||||||
Fair value of bond hedge derivative | 32,100,000 | 32,100,000 | ||||||
2022 Exchangeable Notes | Senior Notes | ||||||||
Long-term Debt | ||||||||
Fair value of embedded derivative liability | $ 39,500,000 | $ 0 | ||||||
Debt conversion, shares issuable upon conversion (in shares) | 5.5 | |||||||
Loss on embedded derivative | $ 14,500,000 | |||||||
Aggregate principal amount of debt presented for exchange | 18,600,000 | $ 40,600,000 | 18,600,000 | |||||
Debt instrument, repurchase amount | $ 414,000,000 | $ 3,000,000 | 3,000,000 | $ 15,600,000 | $ 414,000,000 | |||
Measurement period | 40 days | |||||||
Embedded derivative, amount reclassified | $ 48,500,000 | |||||||
Gain on embedded derivative | 9,700,000 | |||||||
Fair value of embedded derivative asset | 7,400,000 | 7,400,000 | ||||||
Aggregate principal amount | 15,600,000 | $ 15,600,000 | 15,600,000 | |||||
Net liability | $ 15,600,000 | $ 15,600,000 | ||||||
2022 Exchangeable Notes | Senior Notes | Exchangeable Notes Hedge | ||||||||
Long-term Debt | ||||||||
Debt conversion, shares issuable upon conversion (in shares) | 9.4 |
FINANCIAL INSTRUMENTS - Financi
FINANCIAL INSTRUMENTS - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Cash equivalents | $ 309,231 | |
Short-term investments: | ||
Short-term investments | $ 8,723 | 11,818 |
Total | 111,466 | |
Time deposits | ||
Short-term investments: | ||
Short-term investments | 8,723 | 11,818 |
Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 260,582 | |
Short-term investments: | ||
Total | 77,150 | |
Level 1 | Time deposits | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 48,649 | |
Short-term investments: | ||
Total | 34,316 | |
Level 2 | Time deposits | ||
Short-term investments: | ||
Short-term investments | 8,723 | 11,818 |
Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 77,150 | 260,582 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 77,150 | 260,582 |
Money market funds | Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Time deposits | ||
Cash equivalents: | ||
Cash equivalents | 25,593 | 36,831 |
Time deposits | Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Time deposits | Level 2 | ||
Cash equivalents: | ||
Cash equivalents | $ 25,593 | $ 36,831 |
FINANCIAL INSTRUMENTS - Carryin
FINANCIAL INSTRUMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | $ 0 | $ (100,500) |
Long-term debt, net | (3,835,726) | |
2022 Exchangeable Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | (99,927) | |
Long-term debt, net | 0 | |
Aggregate principal amount | 15,600 | 15,600 |
2026 Exchangeable Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | 0 | 0 |
Long-term debt, net | (569,438) | (567,870) |
2030 Exchangeable Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | 0 | 0 |
Long-term debt, net | (567,355) | (566,362) |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | 0 | (84,333) |
Long-term debt, net | (3,835,726) | (3,829,421) |
Unamortized debt issuance costs, current | 600 | 600 |
Unamortized original issue discount and debt issuance costs | 39,300 | 45,600 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Current maturities of long-term debt, net | 0 | (254,472) |
Long-term debt, net | (3,407,391) | (4,772,140) |
Fair Value | 2022 Exchangeable Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 302,200 | |
Fair Value | 2026 Exchangeable Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 514,400 | 932,600 |
Fair Value | 2030 Exchangeable Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | $ 499,700 | $ 1,017,700 |
LONG-TERM DEBT, NET - Summary (
LONG-TERM DEBT, NET - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term Debt | ||
Total long-term debt | $ 3,875,000 | $ 3,975,500 |
Less: Current maturities of long-term debt | 0 | 100,500 |
Less: Unamortized original issue discount | 4,366 | 5,215 |
Less: Unamortized debt issuance costs | 34,908 | 40,364 |
Total long-term debt, net | 3,835,726 | 3,829,421 |
Credit Facility | Credit Facility due February 13, 2025 | ||
Long-term Debt | ||
Total long-term debt | 0 | 0 |
Term Loan | Term Loan due February 13, 2027 | ||
Long-term Debt | ||
Total long-term debt | 425,000 | 425,000 |
Total long-term debt, net | 425,000 | 425,000 |
Senior Notes | 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | ||
Long-term Debt | ||
Total long-term debt | $ 450,000 | 450,000 |
Stated interest rate (as a percent) | 5% | |
Senior Notes | 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | ||
Long-term Debt | ||
Total long-term debt | $ 500,000 | 500,000 |
Stated interest rate (as a percent) | 4.625% | |
Senior Notes | 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | ||
Long-term Debt | ||
Total long-term debt | $ 350,000 | 350,000 |
Stated interest rate (as a percent) | 5.625% | |
Senior Notes | 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | ||
Long-term Debt | ||
Total long-term debt | $ 500,000 | 500,000 |
Stated interest rate (as a percent) | 4.125% | |
Senior Notes | 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 | ||
Long-term Debt | ||
Total long-term debt | $ 500,000 | $ 500,000 |
Stated interest rate (as a percent) | 3.625% | |
Senior Notes | 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 | ||
Long-term Debt | ||
Total long-term debt | $ 0 | $ 100,500 |
Less: Current maturities of long-term debt | 99,927 | |
Less: Unamortized original issue discount | 573 | |
Stated interest rate (as a percent) | 0.875% | |
Senior Notes | 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | ||
Long-term Debt | ||
Total long-term debt | $ 575,000 | 575,000 |
Less: Current maturities of long-term debt | 0 | 0 |
Less: Unamortized original issue discount | $ 5,562 | 7,130 |
Stated interest rate (as a percent) | 0.875% | |
Senior Notes | 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | ||
Long-term Debt | ||
Total long-term debt | $ 575,000 | 575,000 |
Less: Current maturities of long-term debt | 0 | 0 |
Less: Unamortized original issue discount | $ 7,645 | $ 8,638 |
Stated interest rate (as a percent) | 2% |
LONG-TERM DEBT, NET - Narrative
LONG-TERM DEBT, NET - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 04, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) trading_day $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Oct. 01, 2022 USD ($) | Jan. 31, 2022 USD ($) | Sep. 30, 2021 shares | Dec. 31, 2019 USD ($) | Dec. 31, 2017 USD ($) | |
Long-term Debt | |||||||||||
Long-term Debt | $ 3,829,421,000 | $ 3,835,726,000 | $ 3,829,421,000 | ||||||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | ||||||||||
Call discount (premium) | 5,215,000 | $ 4,366,000 | 5,215,000 | ||||||||
Debt issuance costs, net | 40,364,000 | 34,908,000 | 40,364,000 | ||||||||
Payments for repurchase of warrants | 7,482,000 | 882,187,000 | $ 0 | ||||||||
Proceeds from stock offering | $ 0 | 0 | $ 1,421,801,000 | ||||||||
New Match Common Stock | |||||||||||
Long-term Debt | |||||||||||
Cash received per share in transaction (USD per share) | $ / shares | $ 3 | ||||||||||
Minimum | |||||||||||
Long-term Debt | |||||||||||
Threshold trading days | trading_day | 1 | ||||||||||
Maximum | |||||||||||
Long-term Debt | |||||||||||
Threshold trading days | trading_day | 5 | ||||||||||
Credit Fcility | |||||||||||
Long-term Debt | |||||||||||
Maximum borrowing capacity | $ 750,000,000 | ||||||||||
Remaining borrowing capacity | 749,600,000 | ||||||||||
Credit Fcility | Letter of Credit | |||||||||||
Long-term Debt | |||||||||||
Borrowings outstanding under credit facility | $ 400,000 | ||||||||||
Credit Facility and Term Loan | |||||||||||
Long-term Debt | |||||||||||
Maximum leverage ratio | 4 | ||||||||||
Credit Facility and Term Loan | Minimum | |||||||||||
Long-term Debt | |||||||||||
Maximum leverage ratio | 2 | ||||||||||
Term Loan | Term Loan | |||||||||||
Long-term Debt | |||||||||||
Long-term Debt | $ 425,000,000 | $ 425,000,000 | $ 425,000,000 | ||||||||
Effective interest rate (as a percent) | 1.91% | 6.49% | 1.91% | ||||||||
Term Loan | Term Loan | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||||
Credit Facility | Credit Fcility | |||||||||||
Long-term Debt | |||||||||||
Borrowings outstanding under credit facility | $ 0 | $ 0 | $ 0 | ||||||||
Annual commitment fee (as a percent) | 0.25% | ||||||||||
Credit Facility | Credit Fcility | Maximum | |||||||||||
Long-term Debt | |||||||||||
Maximum leverage ratio | 5 | ||||||||||
Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Face amount of debt instrument | $ 59,200,000 | ||||||||||
Threshold trading days | trading_day | 20 | ||||||||||
Threshold consecutive trading days | trading_day | 30 | ||||||||||
Exchange price on applicable trading day (as a percent) | 130% | ||||||||||
Period of reported sale price of common stock | 5 days | ||||||||||
Period of consecutive reported sale price of common stock | 5 days | ||||||||||
Proportion of product of last reported price (as a percent) | 98% | ||||||||||
Senior Notes | Maximum | |||||||||||
Long-term Debt | |||||||||||
Maximum leverage ratio | 5 | ||||||||||
Senior Notes | 3.625% Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Stated interest rate (as a percent) | 3.625% | 3.625% | |||||||||
Senior Notes | 4.625% Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Stated interest rate (as a percent) | 4.625% | ||||||||||
Senior Notes | 4.125% Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Stated interest rate (as a percent) | 4.125% | ||||||||||
Senior Notes | 5.625% Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Stated interest rate (as a percent) | 5.625% | ||||||||||
Senior Notes | 5.00% Senior Notes | |||||||||||
Long-term Debt | |||||||||||
Stated interest rate (as a percent) | 5% | ||||||||||
Senior Notes | Exchangeable Notes | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. | |||||||||||
Long-term Debt | |||||||||||
Threshold trading days | trading_day | 20 | ||||||||||
Threshold consecutive trading days | trading_day | 30 | ||||||||||
Exchange price on applicable trading day (as a percent) | 130% | ||||||||||
Redemption price relative to principal amount (as a percent) | 100% | ||||||||||
Senior Notes | 2022 Exchangeable Notes | |||||||||||
Long-term Debt | |||||||||||
Effective interest rate (as a percent) | 1.60% | ||||||||||
Face amount of debt instrument | $ 44,300,000 | $ 517,500,000 | |||||||||
Stated interest rate (as a percent) | 0.875% | ||||||||||
Call discount (premium) | $ 573,000 | $ 573,000 | |||||||||
Aggregate principal amount of debt presented for exchange | 18,600,000 | $ 40,600,000 | 18,600,000 | ||||||||
Debt instrument, convertible, settlement of amount presented for exchange | 56,200,000 | 3,000,000 | |||||||||
Aggregate principal amount | 15,600,000 | 15,600,000 | 15,600,000 | ||||||||
Payments for repurchase of warrants | $ 7,500,000 | ||||||||||
Payments for repurchase of warrants, number of underlying shares settled | shares | 400,000 | ||||||||||
Debt instrument, repurchase amount | $ 414,000,000 | 3,000,000 | $ 414,000,000 | $ 3,000,000 | $ 15,600,000 | ||||||
Repayment on Exchangeable Notes | $ 1,500,000,000 | ||||||||||
Debt conversion, shares issuable upon conversion (in shares) | shares | 5,500,000 | ||||||||||
Senior Notes | 2022 Exchangeable Notes | Exchangeable Notes Hedge | |||||||||||
Long-term Debt | |||||||||||
Settlement and exchanges of 2022 Exchangeable Notes (shares) | shares | 5,534,098 | 5,500,000 | 1,900,000 | 400,000 | |||||||
Proceeds from exercise of Exchangeable Note Hedges | $ 75,900,000 | $ 6,600,000 | |||||||||
Proceeds from stock offering | $ 879,000,000 | $ 879,000,000 | |||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 158.83 | ||||||||||
Proceeds from termination of convertible note hedges | $ 201,000,000 | ||||||||||
Debt conversion, shares issuable upon conversion (in shares) | shares | 9,400,000 | ||||||||||
Senior Notes | 2026 Exchangeable Notes | |||||||||||
Long-term Debt | |||||||||||
Effective interest rate (as a percent) | 1.20% | ||||||||||
Face amount of debt instrument | $ 575,000,000 | ||||||||||
Stated interest rate (as a percent) | 0.875% | ||||||||||
Call discount (premium) | 7,130,000 | $ 5,562,000 | 7,130,000 | ||||||||
Senior Notes | 2030 Exchangeable Notes | |||||||||||
Long-term Debt | |||||||||||
Effective interest rate (as a percent) | 2.20% | ||||||||||
Face amount of debt instrument | $ 575,000,000 | ||||||||||
Stated interest rate (as a percent) | 2% | ||||||||||
Call discount (premium) | $ 8,638,000 | $ 7,645,000 | $ 8,638,000 | ||||||||
Senior Notes | 3.625% Senior Notes due 2031 | |||||||||||
Long-term Debt | |||||||||||
Proceeds from issuance of long-term debt used to repurchase debt | $ 420,000,000 |
LONG-TERM DEBT, NET - Redemptio
LONG-TERM DEBT, NET - Redemption of 3.625% Notes (Details) - Senior Notes - 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.813% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.208% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100.604% |
Debt Instrument, Redemption, Period Four | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100% |
LONG-TERM DEBT, NET - Redempt_2
LONG-TERM DEBT, NET - Redemption of 4.625% Notes (Details) - Senior Notes - 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 102.313% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.156% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100% |
LONG-TERM DEBT, NET - Redempt_3
LONG-TERM DEBT, NET - Redemption of 4.125% Notes (Details) - Senior Notes - 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 102.063% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.375% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100.688% |
Debt Instrument, Redemption, Period Four | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100% |
LONG-TERM DEBT, NET - Redempt_4
LONG-TERM DEBT, NET - Redemption of 5.625% Notes (Details) - Senior Notes - 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 102.813% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.875% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100.938% |
Debt Instrument, Redemption, Period Four | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100% |
LONG-TERM DEBT, NET - Redempt_5
LONG-TERM DEBT, NET - Redemption of 5.00% Notes (Details) - 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 - Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Redemption, Period One | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 102.50% |
Debt Instrument, Redemption, Period Two | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 101.667% |
Debt Instrument, Redemption, Period Three | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100.833% |
Debt Instrument, Redemption, Period Four | |
Debt Instrument, Redemption | |
Redemption price relative to principal amount (as a percent) | 100% |
LONG-TERM DEBT, NET - Details o
LONG-TERM DEBT, NET - Details of Exchangeable Notes (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
2026 Exchangeable Notes | |
Long-term Debt | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable | shares | 11.4259 |
Approximate Equivalent Exchange Price per Share | $ / shares | $ 87.52 |
2030 Exchangeable Notes | |
Long-term Debt | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable | shares | 11.8739 |
Approximate Equivalent Exchange Price 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2022 Exchangeable Notes | ||
Long-term Debt | ||
If-converted value in excess of principal | $ 170.4 | |
2026 Exchangeable Notes | ||
Long-term Debt | ||
If-converted value in excess of principal | $ 0 | 293.9 |
2030 Exchangeable Notes | ||
Long-term Debt | ||
If-converted value in excess of principal | $ 0 | $ 327.9 |
LONG-TERM DEBT, NET - Component
LONG-TERM DEBT, NET - Components of Exchangeable Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term Debt | ||
Principal | $ 3,875,000 | $ 3,975,500 |
Less: unamortized debt issuance costs | 4,366 | 5,215 |
Net carrying value included in current maturities of long-term debt, net | 0 | 100,500 |
Net carrying value included in long-term debt, net | 3,835,726 | |
2022 Exchangeable Notes | Senior Notes | ||
Long-term Debt | ||
Principal | 0 | 100,500 |
Less: unamortized debt issuance costs | 573 | |
Net carrying value included in current maturities of long-term debt, net | 99,927 | |
Net carrying value included in long-term debt, net | 0 | |
2026 Exchangeable Notes | Senior Notes | ||
Long-term Debt | ||
Principal | 575,000 | 575,000 |
Less: unamortized debt issuance costs | 5,562 | 7,130 |
Net carrying value included in current maturities of long-term debt, net | 0 | 0 |
Net carrying value included in long-term debt, net | 569,438 | 567,870 |
2030 Exchangeable Notes | Senior Notes | ||
Long-term Debt | ||
Principal | 575,000 | 575,000 |
Less: unamortized debt issuance costs | 7,645 | 8,638 |
Net carrying value included in current maturities of long-term debt, net | 0 | 0 |
Net carrying value included in long-term debt, net | $ 567,355 | $ 566,362 |
LONG-TERM DEBT, NET - Schedule
LONG-TERM DEBT, NET - Schedule of Interest Expense, Exchangeable Notes (Details) - Senior Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
2022 Exchangeable Notes | |||
Long-term Debt | |||
Contractual interest expense | $ 366 | $ 3,525 | $ 4,528 |
Amortization of debt issuance costs | 401 | 2,939 | 3,646 |
Total interest expense recognized | 767 | 6,464 | 8,174 |
2026 Exchangeable Notes | |||
Long-term Debt | |||
Contractual interest expense | 5,031 | 5,031 | 5,031 |
Amortization of debt issuance costs | 1,568 | 1,570 | 1,533 |
Total interest expense recognized | 6,599 | 6,601 | 6,564 |
2030 Exchangeable Notes | |||
Long-term Debt | |||
Contractual interest expense | 11,500 | 11,500 | 11,500 |
Amortization of debt issuance costs | 993 | 989 | 950 |
Total interest expense recognized | $ 12,493 | $ 12,489 | $ 12,450 |
LONG-TERM DEBT, NET - Details_2
LONG-TERM DEBT, NET - Details of Exchangeable Notes Hedges and Warrants (Details) - Senior Notes shares in Millions | Dec. 31, 2022 $ / shares shares |
Exchangeable Notes Hedge | 2026 Exchangeable Notes | |
Long-term Debt | |
Number of shares | shares | 6.6 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 87.52 |
Exchangeable Notes Hedge | 2030 Exchangeable Notes | |
Long-term Debt | |
Number of shares | shares | 6.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 84.22 |
Exchangeable Notes Warrant | 2022 Exchangeable Notes | |
Long-term Debt | |
Number of shares | shares | 1.9 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 68.22 |
Exchangeable Notes Warrant | 2026 Exchangeable Notes | |
Long-term Debt | |
Number of shares | shares | 6.6 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 134.76 |
Exchangeable Notes Warrant | 2030 Exchangeable Notes | |
Long-term Debt | |
Number of shares | shares | 6.8 |
Approximate Equivalent Exchange Price per Share / Strike Price per Share (USD per share) | $ / shares | $ 134.82 |
LONG-TERM DEBT, NET - Long-Term
LONG-TERM DEBT, NET - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2026 | $ 575,000 | |
2027 | 875,000 | |
2028 | 500,000 | |
2029 | 350,000 | |
2030 | 1,075,000 | |
2031 | 500,000 | |
Total long-term debt | 3,875,000 | $ 3,975,500 |
Less: Unamortized original issue discount | 4,366 | 5,215 |
Less: Unamortized debt issuance costs | 34,908 | $ 40,364 |
Total long-term debt, net | $ 3,835,726 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Oct. 04, 2021 USD ($) shares | Oct. 31, 2021 USD ($) shares | Jul. 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | May 31, 2022 shares | Jan. 31, 2022 USD ($) | Jun. 30, 2020 shares | |
Class of Stock [Line Items] | |||||||||
Number of votes per share | vote | 1 | ||||||||
Common stock shares reserved for issuance under incentive plans (in shares) | 69,300,000 | ||||||||
Number of shares authorized to be repurchased (shares) | 12,500,000 | ||||||||
Remaining number of shares authorized to be repurchased (shares) | 5,300,000 | ||||||||
Treasury stock, shares, acquired | 7,200,000 | 0 | 0 | ||||||
Retirement of treasury stock | $ | $ 482,000 | $ 0 | |||||||
Preferred stock authorized (shares) | 100,000,000 | ||||||||
Preferred stock, par value (USD per share) | $ / shares | $ 0.01 | ||||||||
Preferred stock issued (shares) | 0 | ||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Stock issued during period, new issues (shares) | 17,300,000 | ||||||||
Issuance of common stock | $ | $ 1,400,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 0 | $ 0 | $ 1,421,801 | ||||||
2022 Exchangeable Notes | Senior Notes | |||||||||
Class of Stock [Line Items] | |||||||||
Debt instrument, repurchase amount | $ | $ 414,000 | $ 414,000 | $ 3,000 | $ 15,600 | |||||
Exchangeable Notes Hedge | 2022 Exchangeable Notes | Senior Notes | |||||||||
Class of Stock [Line Items] | |||||||||
Settlement and exchanges of 2022 Exchangeable Notes (shares) | 5,534,098 | 5,500,000 | 1,900,000 | 400,000 | |||||
Proceeds from issuance of common stock | $ | $ 879,000 | $ 879,000 | |||||||
Series 1 Mandatorily Exchangeable Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued upon Separation per former class A common stock (shares) | 1 | ||||||||
Common Stock $0.001 Par Value | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued upon Separation per former class A common stock (shares) | 2.1584 | 2.1584 | |||||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | ||||||||
Number of shares issued upon Separation per former class B common stock | 2.1584 | ||||||||
Series 2 Mandatorily Exchangeable Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued upon Separation per former class B common stock | 1 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | $ (203,769,000) | |||
Other comprehensive loss | (145,428,000) | $ (142,300,000) | $ 40,654,000 | |
Amounts reclassified into earnings | (168,000) | |||
Net period other comprehensive income (loss) | 40,486,000 | |||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests | 628,000 | |||
Separation of IAC | 13,781,000 | |||
Balance at end of period | (359,875,000) | (203,769,000) | ||
Tax benefit / provision in accumulated other comprehensive loss | 0 | 0 | 0 | |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | (223,754,000) | (81,454,000) | (136,349,000) | |
Balance at end of period | (369,182,000) | (223,754,000) | (81,454,000) | $ (136,349,000) |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | (223,754,000) | (81,454,000) | (136,349,000) | |
Other comprehensive loss | (145,428,000) | (142,300,000) | 40,655,000 | |
Amounts reclassified into earnings | 0 | (168,000) | 0 | |
Net period other comprehensive income (loss) | 40,487,000 | |||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests | 628,000 | |||
Separation of IAC | 13,780,000 | |||
Balance at end of period | $ (369,182,000) | (223,754,000) | (81,454,000) | (136,349,000) |
Unrealized (Loss) Gain on Available-For-Sale Security | ||||
Accumulated Other Comprehensive Loss | ||||
Balance at beginning of period | $ 0 | 0 | ||
Other comprehensive loss | (1,000) | |||
Amounts reclassified into earnings | 0 | |||
Net period other comprehensive income (loss) | (1,000) | |||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests | 0 | |||
Separation of IAC | 1,000 | |||
Balance at end of period | $ 0 | $ 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares | Dec. 31, 2022 | Jun. 30, 2020 |
Common Stock $0.001 Par Value | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Number of shares issued upon Separation per former class A common stock (shares) | 2.1584 | 2.1584 |
EARNINGS PER SHARE - Summary (D
EARNINGS PER SHARE - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: Basic | |||
Net earnings from continuing operations | $ 362,130 | $ 276,045 | $ 587,679 |
Net loss (earnings) attributable to noncontrolling interests | 2,027 | 1,169 | (59,599) |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 364,157 | 277,214 | 528,080 |
(Loss) earnings from discontinued operations, net of tax | (2,211) | 509 | (366,070) |
Net loss attributable to noncontrolling interests of discontinued operations | 0 | 0 | 319 |
Net (loss) earnings from discontinued operations attributable to shareholders | (2,211) | 509 | (365,751) |
Net earnings attributable to Match Group, Inc. shareholders | 361,946 | 277,723 | 162,329 |
Numerator: Diluted | |||
Net earnings from continuing operations | 362,130 | 276,045 | 587,679 |
Net loss (earnings) attributable to noncontrolling interests | 2,027 | 1,169 | (59,599) |
Impact from subsidiaries' dilutive securities of continuing operations(a) | (222) | (993) | (9,999) |
Interest on dilutive Exchangeable Notes, net of income tax | 4,151 | 6,616 | 16,300 |
Net earnings from continuing operations attributable to Match Group, Inc. shareholders | 368,086 | 282,837 | 534,381 |
(Loss) earnings from discontinued operations, net of tax | (2,211) | 509 | (366,070) |
Net loss attributable to noncontrolling interests of discontinued operations | 0 | 0 | 319 |
Impact from subsidiaries’ dilutive securities of discontinued operations | 0 | 0 | (240) |
Net (loss) earnings from discontinued operations attributable to shareholders | (2,211) | 509 | (365,991) |
Net earnings attributable to Match Group, Inc. shareholders | $ 365,875 | $ 283,346 | $ 168,390 |
Denominator: Basic | |||
Basic weighted average common shares outstanding (shares) | 282,564 | 275,004 | 223,433 |
Denominator: Diluted | |||
Basic weighted average common shares outstanding (shares) | 282,564 | 275,004 | 223,433 |
Dilutive securities (shares) | 5,020 | 13,866 | 12,157 |
Dilutive shares from Exchangeable Notes, if-converted (shares) | 7,631 | 15,970 | 20,430 |
Dilutive weighted average common shares outstanding (shares) | 295,215 | 304,840 | 256,020 |
Earnings (loss) per share: | |||
Earnings per share from continuing operations - basic (USD per share) | $ 1.29 | $ 1.01 | $ 2.36 |
(Loss) earnings per share from continuing operations - diluted (USD per share) | (0.01) | 0 | (1.64) |
Earnings per share from discontinued operations, net of tax - basic (USD per share) | 1.28 | 1.01 | 0.73 |
Earnings per share from discontinued operations, net of tax - diluted (USD per share) | 1.25 | 0.93 | 2.09 |
(Loss) earnings per share attributable to Match Group, Inc. shareholders - basic (USD per share) | (0.01) | 0 | (1.43) |
Earnings per share attributable to Match Group, Inc. shareholders - diluted (USD per share) | $ 1.24 | $ 0.93 | $ 0.66 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 6,800 | 6,800 | |
Stock Options, Warrants, and Subsidiary Denominated Equity | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 16,000 | 900 | 13,400 |
Market based awards and performance based options and units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 1,600 | 1,000 | 400 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | 12 Months Ended | 18 Months Ended | |||
Dec. 31, 2022 USD ($) installment plan employees $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of active stock-based compensation plans | plan | 3 | ||||
Number of former stock-based compensation plans | plan | 2 | ||||
Shares available for grant (shares) | shares | 27,800,000 | ||||
Term of share-based compensation plan | 10 years | ||||
Unrecognized compensation cost | $ 365,300,000 | ||||
Weighted-average period of recognition | 2 years 6 months | ||||
Tax benefit recognized related to stock-based compensation | $ 72,500,000 | $ 95,100,000 | $ 136,600,000 | ||
Tax benefit realized from stock option exercises | 53,500,000 | 53,800,000 | $ 105,500,000 | ||
Intrinsic value of options exercised in period | 54,500,000 | $ 406,100,000 | |||
Cash received from stock option exercises | $ 20,500,000 | 58,400,000 | $ 155,400,000 | ||
Withholding tax rate | 50% | ||||
Number of common shares required to settle (shares) | shares | 700,000 | 1,000,000 | |||
Cash required to settle vested and unvested interests at fair value | $ 27,900,000 | $ 126,900,000 | |||
Common stock shares reserved for issuance under incentive plans (in shares) | shares | 69,300,000 | ||||
Stock based compensation capitalized | $ 10,600,000 | 6,400,000 | $ 5,100,000 | ||
Compensation cost from modification of equity awards | $ 14,600,000 | $ 10,200,000 | $ 21,200,000 | ||
Impacted employees from modification of awards | employees | 30 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of annual vesting installments | installment | 4 | ||||
Vesting period | 4 years | ||||
RSUs and PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of market-based awards (USD per share) | $ / shares | $ 95.22 | $ 157.81 | |||
Fair value of equity awards other than options vested during period | $ 129,000,000 | $ 67,500,000 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of market-based awards (USD per share) | $ / shares | $ 95.05 | ||||
Number of PSUs vested during the period (shares) | shares | 1,518,000 | ||||
Number of equity awards other than options granted during period (shares) (less than $0.1 million in 2018 and 2016) | shares | 3,772,000 | ||||
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of market-based awards (USD per share) | $ / shares | $ 109.80 | ||||
Number of PSUs vested during the period (shares) | shares | 245,000 | 0 | |||
Number of equity awards other than options granted during period (shares) (less than $0.1 million in 2018 and 2016) | shares | 45,000 | ||||
Fair value of equity awards other than options vested during period | $ 16,300,000 | ||||
Market-based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted average grant date fair value of market-based awards (USD per share) | $ / shares | $ 134.65 | ||||
Number of PSUs vested during the period (shares) | shares | 109,000 | ||||
Number of equity awards other than options granted during period (shares) (less than $0.1 million in 2018 and 2016) | shares | 805,000 | 800,000 | |||
Fair value of equity awards other than options vested during period | $ 1,900,000 | $ 11,100,000 | |||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Weighted-average period of recognition | 7 months 6 days | ||||
Discount of the stock price from market price | 15% | ||||
Purchase period (in months) | 6 months | ||||
Number of shares purchased under ESPP (in shares) | shares | 100,000 | ||||
Average price per share of shares purchased under ESPP (in USD per share) | $ / shares | $ 55,670,000 | ||||
Common stock shares reserved for issuance under incentive plans (in shares) | shares | 2,500,000 | ||||
Unrecognized compensation cost, ESPP | $ 4,000,000 | ||||
Minimum | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 3 years | ||||
Minimum | Market-based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 2 years | ||||
Maximum | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 4 years | ||||
Maximum | Market-based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 4 years |
STOCK-BASED COMPENSATION - Chan
STOCK-BASED COMPENSATION - Changes in Outstanding Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares | |
Balance at beginning of period (shares) | shares | 4,468 |
Exercised (shares) | shares | (729) |
Forfeited (shares) | shares | (21) |
Expired (shares) | shares | (7) |
Balance at end of period (shares) | shares | 3,711 |
Weighted Average Exercise Price | |
Balance at beginning of period (USD per share) | $ / shares | $ 20.58 |
Exercised (USD per share) | $ / shares | 17.60 |
Forfeited (USD per share) | $ / shares | 28.15 |
Expired (USD per share) | $ / shares | 15.24 |
Balance at end of period (USD per share) | $ / shares | $ 21.13 |
Options, Additional Disclosures | |
Weighted average contractual term at period end (in years) | 4 years |
Aggregate intrinsic value of options outstanding | $ | $ 77,059 |
Options exercisable (shares) | shares | 3,679 |
Options exercisable (USD per share) | $ / shares | $ 21.31 |
Options exercisable (in years) | 3 years 10 months 24 days |
Aggregate intrinsic value of options exercisable | $ | $ 75,730 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options Outstanding and Exercisable (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 3,711 |
Weighted- Average Remaining Contractual Life in Years | 4 years |
Weighted-average exercise price (USD per share) | $ 21.13 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 3,679 |
Weighted- Average Remaining Contractual Life in Years | 3 years 10 months 24 days |
Weighted-average exercise price (USD per share) | $ 21.31 |
$0.01 to $10.00 | |
Range of Exercise Prices | |
Range of exercise prices, lower limit (USD per share) | 0.01 |
Range of exercise prices, upper limit (USD per share) | $ 10 |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 477 |
Weighted- Average Remaining Contractual Life in Years | 3 years 7 months 6 days |
Weighted-average exercise price (USD per share) | $ 7.88 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 445 |
Weighted- Average Remaining Contractual Life in Years | 3 years 2 months 12 days |
Weighted-average exercise price (USD per share) | $ 8.42 |
$10.01 to $20.00 | |
Range of Exercise Prices | |
Range of exercise prices, lower limit (USD per share) | 10.01 |
Range of exercise prices, upper limit (USD per share) | $ 20 |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 1,256 |
Weighted- Average Remaining Contractual Life in Years | 3 years 6 months |
Weighted-average exercise price (USD per share) | $ 14.52 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 1,256 |
Weighted- Average Remaining Contractual Life in Years | 3 years 6 months |
Weighted-average exercise price (USD per share) | $ 14.52 |
$20.01 to $30.00 | |
Range of Exercise Prices | |
Range of exercise prices, lower limit (USD per share) | 20.01 |
Range of exercise prices, upper limit (USD per share) | $ 30 |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 1,542 |
Weighted- Average Remaining Contractual Life in Years | 3 years 9 months 18 days |
Weighted-average exercise price (USD per share) | $ 24.41 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 1,542 |
Weighted- Average Remaining Contractual Life in Years | 3 years 9 months 18 days |
Weighted-average exercise price (USD per share) | $ 24.41 |
$30.01 to $40.00 | |
Range of Exercise Prices | |
Range of exercise prices, lower limit (USD per share) | 30.01 |
Range of exercise prices, upper limit (USD per share) | $ 40 |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 144 |
Weighted- Average Remaining Contractual Life in Years | 5 years 1 month 6 days |
Weighted-average exercise price (USD per share) | $ 35.82 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 144 |
Weighted- Average Remaining Contractual Life in Years | 5 years 1 month 6 days |
Weighted-average exercise price (USD per share) | $ 35.82 |
$40.01 to $50.00 | |
Range of Exercise Prices | |
Range of exercise prices, lower limit (USD per share) | 40.01 |
Range of exercise prices, upper limit (USD per share) | $ 50 |
Options Outstanding | |
Outstanding at December 31 (shares) | shares | 292 |
Weighted- Average Remaining Contractual Life in Years | 6 years 6 months |
Weighted-average exercise price (USD per share) | $ 46.65 |
Options Exercisable | |
Exercisable at December 31 (shares) | shares | 292 |
Weighted- Average Remaining Contractual Life in Years | 6 years 6 months |
Weighted-average exercise price (USD per share) | $ 46.60 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units and Performance Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs | ||
Number of shares | ||
Balance at beginning of period (shares) | 3,120,000 | |
Granted (shares) | 3,772,000 | |
Vested (shares) | (1,518,000) | |
Forfeited (shares) | (717,000) | |
Balance at end of period (shares) | 4,657,000 | 3,120,000 |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of period (USD per share) | $ 105.33 | |
Granted (USD per share) | 95.05 | |
Vested (USD per share) | 84.99 | |
Forfeited (USD per share) | 117.96 | |
Balance at end of period (USD per share) | $ 101.69 | $ 105.33 |
PSUs | ||
Number of shares | ||
Balance at beginning of period (shares) | 541,000 | |
Granted (shares) | 45,000 | |
Vested (shares) | (245,000) | 0 |
Forfeited (shares) | (189,000) | |
Balance at end of period (shares) | 152,000 | 541,000 |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of period (USD per share) | $ 98.41 | |
Granted (USD per share) | 109.80 | |
Vested (USD per share) | 66.62 | |
Forfeited (USD per share) | 109.57 | |
Balance at end of period (USD per share) | $ 138.96 | $ 98.41 |
Market-based awards | ||
Number of shares | ||
Balance at beginning of period (shares) | 782,000 | |
Granted (shares) | 805,000 | 800,000 |
Vested (shares) | (109,000) | |
Forfeited (shares) | (72,000) | |
Balance at end of period (shares) | 1,406,000 | 782,000 |
Weighted Average Grant Date Fair Value | ||
Balance at beginning of period (USD per share) | $ 138.95 | |
Granted (USD per share) | 134.65 | |
Vested (USD per share) | 17.55 | |
Forfeited (USD per share) | 149.87 | |
Balance at end of period (USD per share) | $ 145.32 | $ 138.95 |
GEOGRAPHIC INFORMATION - Revenu
GEOGRAPHIC INFORMATION - Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue and Long-lived Assets by Geography | |||
Revenue | $ 3,188,843 | $ 2,983,277 | $ 2,391,269 |
Long-lived assets (excluding goodwill and intangible assets) | 176,136 | 163,256 | |
United States | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 1,450,702 | 1,362,658 | 1,121,957 |
Long-lived assets (excluding goodwill and intangible assets) | $ 142,297 | 133,513 | |
United States | Revenue Benchmark | Geographic Concentration Risk | |||
Revenue and Long-lived Assets by Geography | |||
Concentration risk (percent) | 10% | ||
South Korea | |||
Revenue and Long-lived Assets by Geography | |||
Long-lived assets (excluding goodwill and intangible assets) | $ 18,854 | 12,879 | |
All other countries | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 1,738,141 | 1,620,619 | $ 1,269,312 |
Long-lived assets (excluding goodwill and intangible assets) | $ 14,985 | $ 16,864 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Right-of-use assets | $ 93,661 | $ 113,582 |
LIABILITIES | ||
Current lease liabilities | 14,495 | 10,618 |
Long-term lease liabilities | 97,410 | 113,533 |
Total lease liabilities | $ 111,905 | $ 124,151 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Total fixed lease cost | $ 23,974 | $ 25,052 |
Total variable lease cost | 3,065 | 2,848 |
Net lease cost | 27,039 | 27,900 |
Short-term lease cost | 2,600 | 3,500 |
Sublease income | 300 | 500 |
Cost of revenue | ||
Lessee, Lease, Description [Line Items] | ||
Total fixed lease cost | 1,618 | 2,280 |
Total variable lease cost | 682 | 80 |
General and administrative expense | ||
Lessee, Lease, Description [Line Items] | ||
Total fixed lease cost | 22,356 | 22,772 |
Total variable lease cost | $ 2,383 | $ 2,768 |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liabilities Maturities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
2023 | $ 18,724 | |
2024 | 15,417 | |
2025 | 14,340 | |
2026 | 13,873 | |
2027 | 12,249 | |
After 2027 | 58,572 | |
Total | 133,175 | |
Less: Interest | (20,318) | |
Less: Tenant improvement receivables | (952) | |
Present value of lease liabilities | 111,905 | $ 124,151 |
Operating lease, payments | $ 20,318 | $ 18,345 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remaining lease term (in years) | 9 years 1 month 6 days | 9 years 2 months 12 days |
Discount rate (as a percent) | 3.54% | 3.03% |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other information: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 10,431 | $ 53,492 |
Cash paid for amounts included in the measurement of lease liabilities | 20,318 | $ 18,345 |
Minimum lease payments for leases signed but not yet commenced | $ 8,900 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 1 Months Ended | ||||||
Sep. 03, 2020 arbitration | Jul. 13, 2020 plaintiff | Jun. 13, 2019 plaintiff | Aug. 31, 2018 plaintiff | Aug. 14, 2018 USD ($) plaintiff | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) lawsuit | |
Other Commitments [Line Items] | |||||||
Loss contingency reserve | $ 0 | ||||||
Number of lawsuits with possible material impact (one or more) | lawsuit | 1 | ||||||
Purchase Obligation | |||||||
Other Commitments [Line Items] | |||||||
Purchase obligations due in next twelve months | $ 83,400,000 | ||||||
Purchase obligations due between one and three years | 184,600,000 | ||||||
Purchase obligations due between three and five years | 0 | ||||||
Total purchase obligations | 268,000,000 | ||||||
Letters of Credit and Surety Bonds | |||||||
Other Commitments [Line Items] | |||||||
Funding commitments | $ 500,000 | ||||||
Tinder Optionholder Litigation | |||||||
Other Commitments [Line Items] | |||||||
Number of plaintiffs | plaintiff | 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 | ||||||
Number of plaintiffs who filed a discontinuance of claims | plaintiff | 4 | ||||||
Number of arbitrations | arbitration | 4 | ||||||
Tinder Optionholder Litigation | Pending Litigation | |||||||
Other Commitments [Line Items] | |||||||
Damages sought | $ 2,000,000,000 | ||||||
Tinder Optionholder Litigation | Settled Litigation | |||||||
Other Commitments [Line Items] | |||||||
Litigation settlement, amount awarded to other party | $ 441,000,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended |
Jul. 31, 2020 | Dec. 31, 2022 | |
Related Party Transaction | ||
Stock issued during period, new issues (shares) | 17.3 | |
Issuance of common stock | $ 1,400 | |
Pass-through Transactions | IAC | ||
Related Party Transaction | ||
Due from affiliates | $ 0.1 | |
Separation Agreement | IAC | Common Stock | ||
Related Party Transaction | ||
Stock issued during period, new issues (shares) | 17.3 | |
Issuance of common stock | $ 1,400 | |
Tax Matters Agreement | IAC | ||
Related Party Transaction | ||
Due to affiliate | 0.9 | |
Tax Matters Agreement | IAC | Other Current Assets | ||
Related Party Transaction | ||
Due from affiliates | 3.3 | |
Tax Matters Agreement | IAC | Other Noncurrent Assets | ||
Related Party Transaction | ||
Due from affiliates | 0.4 | |
Transition Services Agreement | IAC | ||
Related Party Transaction | ||
Received from affiliate | 20.6 | |
Equity Award Transactions | IAC | ||
Related Party Transaction | ||
Paid to affiliate | 0.1 | |
Due to affiliate | 0.3 | |
CALIFORNIA | Leasing Arrangements | IAC | ||
Related Party Transaction | ||
Received from affiliate | $ 0.1 |
BENEFIT PLANS - Narrative (Deta
BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure | |||
Employee contribution limit per calendar year (as a percent of pre-tax earnings, up to statutory limit) | 75% | ||
Employer contribution per dollar employee contributes up to contribution limit (as a percent) | 100% | 100% | |
Employer contribution limit per calendar year (as a percent of compensation, up to statutory limit) | 10% | 10% | |
United States | |||
Defined Contribution Plan Disclosure | |||
Employer matching contributions during period | $ 13.5 | $ 10.9 | $ 8.6 |
Foreign Plan | |||
Defined Contribution Plan Disclosure | |||
Employer matching contributions during period | $ 6.2 | $ 5.4 | $ 3.8 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other current assets: | ||
Prepaid expenses | $ 45,089 | $ 78,952 |
Capitalized mobile app fees | 38,185 | 41,744 |
Other | 26,053 | 81,872 |
Other current assets | $ 109,327 | $ 202,568 |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment, net: | ||
Property and equipment, gross | $ 374,545 | $ 344,998 |
Accumulated depreciation and amortization | (198,409) | (181,742) |
Property and equipment, net | 176,136 | 163,256 |
Computer equipment and capitalized software | ||
Property and equipment, net: | ||
Property and equipment, gross | 180,410 | 171,335 |
Buildings and building improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 67,139 | 61,841 |
Leasehold improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 45,371 | 40,895 |
Land | ||
Property and equipment, net: | ||
Property and equipment, gross | 11,565 | 11,565 |
Furniture and other equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 20,861 | 19,593 |
Projects in progress | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 49,199 | $ 39,769 |
CONSOLIDATED FINANCIAL STATEM_5
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities: | ||
Accrued legal settlement | $ 0 | $ 441,000 |
Accrued employee compensation and benefits | 90,098 | 88,670 |
Accrued advertising expense | 49,509 | 47,686 |
Accrued non-income taxes | 38,017 | 32,725 |
Accrued interest expense | 30,148 | 30,110 |
Other | 82,165 | 128,175 |
Accrued expenses and other current liabilities | $ 289,937 | $ 768,366 |
CONSOLIDATED FINANCIAL STATEM_6
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Other income (expense), net | $ 8,033 | $ (465,038) | $ 15,861 |
CONSOLIDATED FINANCIAL STATEM_7
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Gain (loss) related to legal settlement | $ 2,700,000 | $ 441,000,000 | |
Loss on embedded derivative | 14,600,000 | ||
Inducement expense from repurchase agreement | 5,200,000 | ||
Foreign currency exchange losses | 2,000,000 | 1,800,000 | $ 600,000 |
Gain on net settlement of bond hedge and warrants | 2,400,000 | ||
Litigation settlement | 3,500,000 | 35,000,000 | |
Interest income | 4,400,000 | 2,700,000 | |
Loss on extinguishment of debt | 16,500,000 | ||
Fair value adjustment of equity instrument | $ 3,400,000 | ||
Other than temporary impairment charge | $ 0 | $ 0 |
CONSOLIDATED FINANCIAL STATEM_8
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 572,395 | $ 815,384 | $ 739,164 | $ 465,676 |
Restricted cash included in other current assets | 121 | 128 | 138 | 127 |
Cash, cash equivalents, and restricted cash included in current assets of discontinued operations | 0 | 0 | 0 | 2,674,146 |
Restricted cash included in non-current assets of discontinued operations | 0 | 0 | 0 | 409 |
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow | $ 572,516 | $ 815,512 | $ 739,302 | $ 3,140,358 |
CONSOLIDATED FINANCIAL STATEM_9
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Interest | $ 138,045 | $ 117,528 | $ 115,957 |
Income tax payments | 60,026 | 54,766 | 41,024 |
Income tax refunds | (13,658) | (13,840) | (30,048) |
Noncash issuance of common stock for the acquisition of Hyperconnect | $ 0 | $ 890,851 | $ 0 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for credit losses | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | $ 281 | $ 286 | $ 578 |
Charges to Earnings | 109 | 43 | (22) |
Charges to Other Accounts | (2) | (2) | (234) |
Deductions | (1) | (46) | (36) |
Balance at End of Period | 387 | 281 | 286 |
Deferred tax valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 86,071 | 71,090 | 52,913 |
Charges to Earnings | 8,458 | 15,969 | 35,261 |
Charges to Other Accounts | (776) | (988) | (17,084) |
Deductions | (22,621) | 0 | 0 |
Balance at End of Period | 71,132 | 86,071 | 71,090 |
Other reserves | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 8,499 | 3,380 | 2,901 |
Balance at End of Period | $ 6,563 | $ 8,499 | $ 3,380 |