COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.001 | |
Trading Symbol | MTCH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Small Business | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 265,668,115 | |
Entity Central Index Key | 0000891103 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 914,929 | $ 862,440 |
Short-term investments | 5,938 | 6,200 |
Accounts receivable, net of allowance of $603 and $603, respectively | 225,129 | 298,648 |
Other current assets | 103,879 | 104,023 |
Total current assets | 1,249,875 | 1,271,311 |
Property and equipment, net of accumulated depreciation and amortization of $262,841 and $249,223, respectively | 187,749 | 194,525 |
Goodwill | 2,286,283 | 2,342,612 |
Intangible assets, net of accumulated amortization of $127,200 and $121,489, respectively | 287,527 | 305,746 |
Deferred income taxes | 249,660 | 259,803 |
Other non-current assets | 142,359 | 133,889 |
TOTAL ASSETS | 4,403,453 | 4,507,886 |
LIABILITIES | ||
Accounts payable | 21,193 | 13,187 |
Deferred revenue | 198,543 | 211,282 |
Accrued expenses and other current liabilities | 299,154 | 307,299 |
Total current liabilities | 518,890 | 531,768 |
Long-term debt, net | 3,843,901 | 3,842,242 |
Income taxes payable | 24,658 | 24,860 |
Deferred income taxes | 22,072 | 26,302 |
Other long-term liabilities | 101,604 | 101,787 |
Commitments and contingencies | ||
SHAREHOLDERS’ EQUITY | ||
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 291,894,753 and 289,631,352 shares issued; and 265,536,852 and 268,890,470 outstanding at March 31, 2024 and December 31, 2023, respectively | 292 | 290 |
Additional paid-in capital | 8,585,987 | 8,529,200 |
Retained deficit | (7,007,831) | (7,131,029) |
Accumulated other comprehensive loss | (454,933) | (385,471) |
Treasury stock; 26,357,901 and 20,740,882 shares, respectively | (1,231,325) | (1,032,538) |
Total Match Group, Inc. shareholders’ equity | (107,810) | (19,548) |
Noncontrolling interests | 138 | 475 |
Total shareholders’ equity | (107,672) | (19,073) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 4,403,453 | $ 4,507,886 |
CONSOLIDATED BALANCE SHEET (U_2
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance and reserves | $ 603 | $ 603 |
Accumulated depreciation and amortization on property and equipment | 262,841 | 249,223 |
Accumulated amortization | $ 127,200 | $ 121,489 |
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) | 291,894,753 | 289,631,352 |
Common stock outstanding (shares) | 265,536,852 | 268,890,470 |
Treasury stock (shares) | 26,357,901 | 20,740,882 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 859,647 | $ 787,124 |
Operating costs and expenses: | ||
Cost of revenue (exclusive of depreciation shown separately below) | 256,742 | 240,010 |
Selling and marketing expense | 165,301 | 137,359 |
General and administrative expense | 106,241 | 90,611 |
Product development expense | 115,737 | 98,186 |
Depreciation | 20,521 | 10,552 |
Amortization of intangibles | 10,367 | 12,117 |
Total operating costs and expenses | 674,909 | 588,835 |
Operating income | 184,738 | 198,289 |
Interest expense | (40,353) | (39,351) |
Other income, net | 9,474 | 3,392 |
Earnings before income taxes | 153,859 | 162,330 |
Income tax provision | (30,625) | (41,639) |
Net earnings | 123,234 | 120,691 |
Net (earnings) loss attributable to noncontrolling interests | (36) | 118 |
Net earnings attributable to Match Group, Inc. shareholders | $ 123,198 | $ 120,809 |
Net earnings per share attributable to Match Group, Inc. shareholders: | ||
Basic (USD per share) | $ 0.46 | $ 0.43 |
Diluted (USD per share) | $ 0.44 | $ 0.42 |
Stock-based compensation expense by function: | ||
Stock-based compensation expense | $ 63,820 | $ 41,563 |
Cost of revenue | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 1,711 | 1,317 |
Selling and marketing expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 2,838 | 1,913 |
General and administrative expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 24,211 | 13,117 |
Product development expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | $ 35,060 | $ 25,216 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 123,234 | $ 120,691 |
Other comprehensive loss, net of tax | ||
Change in foreign currency translation adjustment | (69,498) | (34,444) |
Total other comprehensive loss | (69,498) | (34,444) |
Comprehensive income | 53,736 | 86,247 |
Components of comprehensive (income) loss attributable to noncontrolling interests: | ||
Net (earnings) loss attributable to noncontrolling interests | (36) | 118 |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 36 | 3 |
Comprehensive loss attributable to noncontrolling interests | 0 | 121 |
Comprehensive income attributable to Match Group, Inc. shareholders | $ 53,736 | $ 86,368 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Total Match Group Shareholders’ Equity | Common Stock | Additional Paid-in Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2022 | $ 0 | |||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||
Net (earnings) loss attributable to noncontrolling interests | (184) | |||||||
Adjustment of redeemable noncontrolling interests to fair value | 184 | |||||||
Balance at end of period at Mar. 31, 2023 | 0 | |||||||
Balance at beginning of period at Dec. 31, 2022 | (358,881) | $ (359,875) | $ 287 | $ 8,273,637 | $ (7,782,568) | $ (369,182) | $ (482,049) | $ 994 |
Balance at beginning of period (shares) at Dec. 31, 2022 | 286,817 | |||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net (loss) earnings | 120,875 | 120,809 | 120,809 | 66 | ||||
Other comprehensive loss, net of tax | (34,444) | (34,441) | (34,441) | (3) | ||||
Stock-based compensation expense | 44,400 | 44,400 | 44,400 | |||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes | 9,147 | 9,147 | $ 1 | 9,146 | ||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares) | 1,394 | |||||||
Adjustment of redeemable noncontrolling interests to fair value | (184) | (184) | (184) | |||||
Purchase of noncontrolling interest | (2,423) | 734 | 734 | (3,157) | ||||
Purchase of treasury stock | (113,006) | (113,006) | (113,006) | |||||
Adjustment of noncontrolling interests to fair value | 0 | (2,100) | (2,100) | 2,100 | ||||
Other | (2) | (2) | (2) | |||||
Balance at end of period at Mar. 31, 2023 | (334,518) | (334,518) | $ 288 | 8,325,631 | (7,661,759) | (403,623) | (595,055) | 0 |
Balance at end of period (shares) at Mar. 31, 2023 | 288,211 | |||||||
Balance at beginning of period at Dec. 31, 2023 | (19,073) | (19,548) | $ 290 | 8,529,200 | (7,131,029) | (385,471) | (1,032,538) | 475 |
Balance at beginning of period (shares) at Dec. 31, 2023 | 289,631 | |||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net (loss) earnings | 123,234 | 123,198 | 123,198 | 36 | ||||
Other comprehensive loss, net of tax | (69,498) | (69,462) | (69,462) | (36) | ||||
Stock-based compensation expense | 65,726 | 65,726 | 65,726 | |||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes | (8,336) | (8,336) | $ 2 | (8,338) | ||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares) | 2,264 | |||||||
Purchase of noncontrolling interest | (1,068) | 397 | 397 | (1,465) | ||||
Purchase of treasury stock | (198,787) | (198,787) | (198,787) | |||||
Adjustment of noncontrolling interests to fair value | 0 | (996) | (996) | 996 | ||||
Noncontrolling interest created by the exercise of subsidiary denominated equity awards | 132 | 132 | ||||||
Other | (2) | (2) | (2) | |||||
Balance at end of period at Mar. 31, 2024 | $ (107,672) | $ (107,810) | $ 292 | $ 8,585,987 | $ (7,007,831) | $ (454,933) | $ (1,231,325) | $ 138 |
Balance at end of period (shares) at Mar. 31, 2024 | 291,895 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Mar. 31, 2023 |
Common stock, par value (USD per share) | $ 0.001 | |
Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net earnings | $ 123,234 | $ 120,691 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Stock-based compensation expense | 63,820 | 41,563 |
Depreciation | 20,521 | 10,552 |
Amortization of intangibles | 10,367 | 12,117 |
Deferred income taxes | 6,777 | 11,711 |
Other adjustments, net | 3,585 | 2,237 |
Changes in assets and liabilities | ||
Accounts receivable | 71,674 | (65,728) |
Other assets | 7,118 | (1,282) |
Accounts payable and other liabilities | (22,538) | (34,427) |
Income taxes payable and receivable | 11,051 | 19,788 |
Deferred revenue | (11,506) | 3,165 |
Net cash provided by operating activities | 284,103 | 120,387 |
Cash flows from investing activities: | ||
Capital expenditures | (17,234) | (19,843) |
Other, net | (8,814) | 53 |
Net cash used in investing activities | (26,048) | (19,790) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock pursuant to stock-based awards | 1,255 | 11,198 |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (9,591) | (2,051) |
Purchase of treasury stock | (188,593) | (112,502) |
Purchase of noncontrolling interests | (737) | (1,577) |
Other, net | (1,953) | 0 |
Net cash used in financing activities | (199,619) | (104,932) |
Total cash provided (used) | 58,436 | (4,335) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (5,947) | 1,820 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 52,489 | (2,515) |
Cash, cash equivalents, and restricted cash at beginning of period | 862,440 | 572,516 |
Cash, cash equivalents, and restricted cash at end of period | $ 914,929 | $ 570,001 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Match Group, Inc., through its portfolio companies, is a leading provider of 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 ® , BLK ® , 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, unless the context indicates otherwise. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents, the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of revenue reserves; the carrying value of right-of-use assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. Accounting for Investments and Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity securities guidance, 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 a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities 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 the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net. Revenue Recognition Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, 2023 was $211.3 million. During the three months ended March 31, 2024, the Company recognized $167.0 million of revenue that was included in the deferred revenue balance as of December 31, 2023. The current deferred revenue balance at March 31, 2024 is $198.5 million. At March 31, 2024 and December 31, 2023, there was no non-current portion of deferred revenue. Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. Disaggregation of Revenue The following table presents disaggregated revenue: Three Months Ended March 31, 2024 2023 (In thousands) Direct Revenue: Americas $ 450,247 $ 405,927 Europe 239,359 212,516 APAC and Other 155,693 155,995 Total Direct Revenue 845,299 774,438 Indirect Revenue (principally advertising revenue) 14,348 12,686 Total Revenue $ 859,647 $ 787,124 Direct Revenue: Tinder $ 481,487 $ 441,146 Hinge 123,753 82,753 Match Group Asia (a) 71,459 75,661 Evergreen & Emerging (b) 168,600 174,878 Total Direct Revenue $ 845,299 $ 774,438 ______________________ (a) Consists of the brands primarily focused on Asia and the Middle East including Pairs™ and Azar®. (b) Consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands. Recent Accounting Pronouncements Accounting pronouncements not yet adopted by the Company In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The additional disclosures required in ASU No. 2023-07 also apply to entities with only one segment. Additionally, ASU No. 2023-07 requires the disclosure of the title and position of the Chief Operating Decision Maker. ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We expect ASU No. 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, or financial condition. In December 2023, the FASB issued ASU No. 2023-09, which focuses on the income tax rate reconciliation and income taxes paid. ASU No. 2023-09 requires a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold on an annual basis. In addition, entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign, and by jurisdiction, if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect ASU No. 2023-09 to only impact our disclosures with no impacts to our results of operations, cash flows, or financial condition. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 2—INCOME TAXES At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects, is individually computed and recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs. The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. For the three months ended March 31, 2024 and 2023, the Company recorded an income tax provision of $30.6 million and $41.6 million, respectively. The effective tax rate for the three-month period in 2024 of 20% was lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources and the benefit realized upon the conclusion of certain state income tax audits. These decreases were partially offset by state income taxes, nondeductible stock-based compensation, and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested compared to the grant date fair value of such awards. The effective tax rate for the three month-period in 2023 of 26% was higher than the U.S. statutory federal rate primarily due to unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested compared to the grant date fair value of such awards. This was partially offset by a lower rate on U.S. income derived from foreign sources. Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of such income and deductions among various tax jurisdictions. The Company is open to U.S. federal audit for tax years after December 31, 2019, and 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 March 31, 2024 and December 31, 2023, unrecognized tax benefits, including interest and penalties, were $39.1 million and $45.8 million, respectively. If unrecognized tax benefits at March 31, 2024 are subsequently recognized, income tax expense would be reduced by $36.3 million, net of related deferred tax assets and interest. The comparable amount as of December 31, 2023 was $41.0 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $1.2 million by March 31, 2025 due to expirations of statutes of limitations, which would reduce the income tax provision. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended March 31, 2024 and 2023 were not material. At March 31, 2024 and December 31, 2023, noncurrent income taxes payable includes accrued interest and penalties of $0.6 million and $0.9 million, respectively. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 3—FINANCIAL INSTRUMENTS Equity securities without readily determinable fair values At March 31, 2024 and December 31, 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $19.3 million and $14.3 million, respectively, and is included in “Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values through March 31, 2024 were $2.1 million. For both the three months ended March 31, 2024 and 2023, there were no adjustments to the carrying value of equity securities without readily determinable fair values. For all equity securities without readily determinable fair values as of March 31, 2024 and December 31, 2023, the Company has elected the measurement alternative. For the three months ended March 31, 2024 and 2023, under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: • Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2024 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 215,371 $ — $ 215,371 Time deposits — 100,000 100,000 Short-term investments: Time deposits — 5,938 5,938 Total $ 215,371 $ 105,938 $ 321,309 December 31, 2023 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 125,659 $ — $ 125,659 Time deposits — 75,000 75,000 Short-term investments: Time deposits — 6,200 6,200 Total $ 125,659 $ 81,200 $ 206,859 Assets measured at fair value on a nonrecurring basis The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) (b) $ (3,843,901) $ (3,556,289) $ (3,842,242) $ (3,586,177) ______________________ (a) At March 31, 2024 and December 31, 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $31.1 million and $32.8 million, respectively. (b) At March 31, 2024, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $525.6 million and $495.6 million, respectively. At December 31, 2023, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes is $517.2 million and $500.3 million, respectively. At March 31, 2024 and December 31, 2023, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. |
LONG-TERM DEBT, NET
LONG-TERM DEBT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, NET | NOTE 4—LONG-TERM DEBT, NET Long-term debt consists of: March 31, 2024 December 31, 2023 (In thousands) Credit Facility due March 20, 2029 (a) $ — $ — 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 1 500,000 500,000 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000 Total debt 3,875,000 3,875,000 Less: Unamortized original issue discount 3,252 3,479 Less: Unamortized debt issuance costs 27,847 29,279 Total long-term debt, net $ 3,843,901 $ 3,842,242 ______________________ (a) Subject to springing maturity, described below. Credit Facility and Term Loan Our wholly-owned subsidiary, Match Group Holdings II, LLC (“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. On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $750 million to $500 million and extend the maturity date of the Credit Facility. The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date. At March 31, 2024 and December 31, 2023, the Credit Facility has a borrowing capacity of $500 million and $750 million, respectively. At both March 31, 2024 and December 31, 2023, there were no outstanding borrowings, and $0.4 million in outstanding letters of credit. At March 31, 2024 and December 31, 2023, there is $499.6 million and $749.6 million, respectively, 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 March 31, 2024. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), 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 March 31, 2024 and December 31, 2023, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at Adjusted Term SOFR plus 1.75% and the applicable rate was 7.23% and 7.27% at March 31, 2024 and December 31, 2023, 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 as 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 consolidated net leverage ratio exceeds 4.25 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 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.125% Senior Notes were issued on February 11, 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 3.625% Senior Notes were issued on October 4, 2021. 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 redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. 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. No such limitations were in effect at March 31, 2024. 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 indenture 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 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 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 cash, shares of the Company’s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below). No 2026 or 2030 Exchangeable Notes were presented for exchange during the three months ended March 31, 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of March 31, 2024. At both March 31, 2024 and December 31, 2023, there was no value in excess of the principal of each of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on March 31, 2024 and December 31, 2023, respectively. Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash, at the issuer’s option, at any time, and for the 2030 Exchangeable Notes on or after July 20, 2026, 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 March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 575,000 $ 575,000 $ 575,000 $ 575,000 Less: Unamortized debt issuance costs 3,578 6,372 3,976 6,630 Net carrying value included in long-term debt, net $ 571,422 $ 568,628 $ 571,024 $ 568,370 The following table sets forth interest expense recognized related to the Exchangeable Notes: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,258 $ 2,875 $ 1,258 $ 2,875 Amortization of debt issuance costs 398 258 391 250 Total interest expense recognized $ 1,656 $ 3,133 $ 1,649 $ 3,125 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 prices per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share prices 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 Exchangeable 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 common stock exceeds their respective strike prices. The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at March 31, 2024: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Hedge 6.6 $ 87.52 2030 Exchangeable Notes Hedge 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Warrants 6.6 $ 134.76 2030 Exchangeable Notes Warrants 6.8 $ 134.82 ______________________ (a) Subject to adjustment upon the occurrence of specified events. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the components of accumulated other comprehensive loss. For the three months ended March 31, 2024 and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments. Three Months Ended March 31, 2024 2023 (In thousands) Balance at January 1 $ (385,471) $ (369,182) Other comprehensive loss (69,462) (34,441) Balance at March 31 $ (454,933) $ (403,623) At both March 31, 2024 and 2023, there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 6—EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 123,234 $ 123,234 $ 120,691 $ 120,691 Net (earnings) loss attributable to noncontrolling interests (36) (36) 118 118 Impact from subsidiaries’ dilutive securities — (8) — (30) Interest on dilutive Exchangeable Notes, net of income tax (a) — 3,171 — 3,179 Net earnings attributable to Match Group, Inc. shareholders $ 123,198 $ 126,361 $ 120,809 $ 123,958 Denominator Weighted average basic shares outstanding 268,142 268,142 279,260 279,260 Dilutive securities (b)(c) — 4,672 — 3,993 Dilutive shares from Exchangeable Notes, if-converted (a) — 13,397 — 13,397 Denominator for earnings per share—weighted average shares (b)(c) 268,142 286,211 279,260 296,650 Earnings per share: Earnings per share attributable to Match Group, Inc. shareholders $ 0.46 $ 0.44 $ 0.43 $ 0.42 ______________________ (a) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For both the three months ended March 31, 2024 and 2023, the Company adjusted net earnings attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the same series of Exchangeable Notes. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the three months ended March 31, 2024 and 2023, 19.2 million and 17.3 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based restricted 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 three months ended March 31, 2024 and 2023, 3.7 million and 2.6 million shares, respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | NOTE 7—CONSOLIDATED FINANCIAL STATEMENT DETAILS Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 (In thousands) Cash and cash equivalents $ 914,929 $ 862,440 $ 569,879 $ 572,395 Restricted cash included in other current assets — — 122 121 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 914,929 $ 862,440 $ 570,001 $ 572,516 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 8—CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—Income Taxes” for additional information related to income tax contingencies. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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 ® , BLK ® , 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. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
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; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. |
Accounting for Investments and Equity Securities | Accounting for Investments and Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity securities guidance, 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 a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities 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 the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, 2023 was $211.3 million. During the three months ended March 31, 2024, the Company recognized $167.0 million of revenue that was included in the deferred revenue balance as of December 31, 2023. The current deferred revenue balance at March 31, 2024 is $198.5 million. At March 31, 2024 and December 31, 2023, there was no non-current portion of deferred revenue. Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements not yet adopted by the Company In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The additional disclosures required in ASU No. 2023-07 also apply to entities with only one segment. Additionally, ASU No. 2023-07 requires the disclosure of the title and position of the Chief Operating Decision Maker. ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We expect ASU No. 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, or financial condition. In December 2023, the FASB issued ASU No. 2023-09, which focuses on the income tax rate reconciliation and income taxes paid. ASU No. 2023-09 requires a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold on an annual basis. In addition, entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign, and by jurisdiction, if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect ASU No. 2023-09 to only impact our disclosures with no impacts to our results of operations, cash flows, or financial condition. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents disaggregated revenue: Three Months Ended March 31, 2024 2023 (In thousands) Direct Revenue: Americas $ 450,247 $ 405,927 Europe 239,359 212,516 APAC and Other 155,693 155,995 Total Direct Revenue 845,299 774,438 Indirect Revenue (principally advertising revenue) 14,348 12,686 Total Revenue $ 859,647 $ 787,124 Direct Revenue: Tinder $ 481,487 $ 441,146 Hinge 123,753 82,753 Match Group Asia (a) 71,459 75,661 Evergreen & Emerging (b) 168,600 174,878 Total Direct Revenue $ 845,299 $ 774,438 ______________________ (a) Consists of the brands primarily focused on Asia and the Middle East including Pairs™ and Azar®. (b) Consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2024 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 215,371 $ — $ 215,371 Time deposits — 100,000 100,000 Short-term investments: Time deposits — 5,938 5,938 Total $ 215,371 $ 105,938 $ 321,309 December 31, 2023 Quoted Market Significant Other Observable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 125,659 $ — $ 125,659 Time deposits — 75,000 75,000 Short-term investments: Time deposits — 6,200 6,200 Total $ 125,659 $ 81,200 $ 206,859 |
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. March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) (b) $ (3,843,901) $ (3,556,289) $ (3,842,242) $ (3,586,177) ______________________ (a) At March 31, 2024 and December 31, 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $31.1 million and $32.8 million, respectively. (b) |
LONG-TERM DEBT, NET (Tables)
LONG-TERM DEBT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of: March 31, 2024 December 31, 2023 (In thousands) Credit Facility due March 20, 2029 (a) $ — $ — 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 1 500,000 500,000 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000 Total debt 3,875,000 3,875,000 Less: Unamortized original issue discount 3,252 3,479 Less: Unamortized debt issuance costs 27,847 29,279 Total long-term debt, net $ 3,843,901 $ 3,842,242 ______________________ (a) Subject to springing maturity, described below. The following table presents details of the 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 Exchangeable Notes Hedges and Warrants | The following table sets forth the components of the outstanding Exchangeable Notes as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 575,000 $ 575,000 $ 575,000 $ 575,000 Less: Unamortized debt issuance costs 3,578 6,372 3,976 6,630 Net carrying value included in long-term debt, net $ 571,422 $ 568,628 $ 571,024 $ 568,370 The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at March 31, 2024: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Hedge 6.6 $ 87.52 2030 Exchangeable Notes Hedge 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Warrants 6.6 $ 134.76 2030 Exchangeable Notes Warrants 6.8 $ 134.82 ______________________ (a) Subject to adjustment upon the occurrence of specified events. |
Schedule of Interest Expense, Exchangeable Notes | The following table sets forth interest expense recognized related to the Exchangeable Notes: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 1,258 $ 2,875 $ 1,258 $ 2,875 Amortization of debt issuance costs 398 258 391 250 Total interest expense recognized $ 1,656 $ 3,133 $ 1,649 $ 3,125 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the components of accumulated other comprehensive loss. For the three months ended March 31, 2024 and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments. Three Months Ended March 31, 2024 2023 (In thousands) Balance at January 1 $ (385,471) $ (369,182) Other comprehensive loss (69,462) (34,441) Balance at March 31 $ (454,933) $ (403,623) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2024 2023 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings $ 123,234 $ 123,234 $ 120,691 $ 120,691 Net (earnings) loss attributable to noncontrolling interests (36) (36) 118 118 Impact from subsidiaries’ dilutive securities — (8) — (30) Interest on dilutive Exchangeable Notes, net of income tax (a) — 3,171 — 3,179 Net earnings attributable to Match Group, Inc. shareholders $ 123,198 $ 126,361 $ 120,809 $ 123,958 Denominator Weighted average basic shares outstanding 268,142 268,142 279,260 279,260 Dilutive securities (b)(c) — 4,672 — 3,993 Dilutive shares from Exchangeable Notes, if-converted (a) — 13,397 — 13,397 Denominator for earnings per share—weighted average shares (b)(c) 268,142 286,211 279,260 296,650 Earnings per share: Earnings per share attributable to Match Group, Inc. shareholders $ 0.46 $ 0.44 $ 0.43 $ 0.42 ______________________ (a) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For both the three months ended March 31, 2024 and 2023, the Company adjusted net earnings attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the same series of Exchangeable Notes. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the three months ended March 31, 2024 and 2023, 19.2 million and 17.3 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based restricted 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 three months ended March 31, 2024 and 2023, 3.7 million and 2.6 million shares, respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 (In thousands) Cash and cash equivalents $ 914,929 $ 862,440 $ 569,879 $ 572,395 Restricted cash included in other current assets — — 122 121 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 914,929 $ 862,440 $ 570,001 $ 572,516 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 (In thousands) Cash and cash equivalents $ 914,929 $ 862,440 $ 569,879 $ 572,395 Restricted cash included in other current assets — — 122 121 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 914,929 $ 862,440 $ 570,001 $ 572,516 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment language | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of languages where products are available (more than) | language | 40 |
Number of operating segments | segment | 1 |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 198,543,000 | $ 211,282,000 |
Deferred revenue recognized | 167,000,000 | |
Noncurrent deferred revenue | $ 0 | $ 0 |
THE COMPANY AND SUMMARY OF SI_6
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 859,647 | $ 787,124 |
Direct Revenue: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 845,299 | 774,438 |
Direct Revenue: | Tinder | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 481,487 | 441,146 |
Direct Revenue: | Hinge | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 123,753 | 82,753 |
Direct Revenue: | Match Group Asia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 71,459 | 75,661 |
Direct Revenue: | Evergreen & Emerging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 168,600 | 174,878 |
Indirect Revenue (principally advertising revenue) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14,348 | 12,686 |
Americas | Direct Revenue: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 450,247 | 405,927 |
Europe | Direct Revenue: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 239,359 | 212,516 |
APAC and Other | Direct Revenue: | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 155,693 | $ 155,995 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) | $ 30,625 | $ 41,639 | |
Effective income tax rate (as a percent) | 20% | 26% | |
Unrecognized tax benefits including interest and penalties | $ 39,100 | $ 45,800 | |
Unrecognized tax benefits that would reduce income tax expense | 36,300 | 41,000 | |
Decrease in unrecognized tax benefits is reasonably possible | 1,200 | ||
Noncurrent income taxes payable, accrued interest and penalties | $ 600 | $ 900 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |||
Carrying value of investments in equity securities without readily determinable fair value | $ 19,300,000 | $ 14,300,000 | |
Gross unrealized losses of downward adjustments to the carrying value of equity securities without readily determinable fair values | 2,100,000 | ||
Impairment charge on equity securities without readily determinable fair value | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Short-term investments: | ||
Short-term investments | $ 5,938 | $ 6,200 |
Total assets | 321,309 | 206,859 |
Time deposits | ||
Short-term investments: | ||
Short-term investments | 5,938 | 6,200 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Short-term investments: | ||
Total assets | 215,371 | 125,659 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Time deposits | ||
Short-term investments: | ||
Short-term investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Short-term investments: | ||
Total assets | 105,938 | 81,200 |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Short-term investments: | ||
Short-term investments | 5,938 | 6,200 |
Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 215,371 | 125,659 |
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Cash equivalents: | ||
Cash equivalents | 215,371 | 125,659 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Time deposits | ||
Cash equivalents: | ||
Cash equivalents | 100,000 | 75,000 |
Time deposits | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Cash equivalents: | ||
Cash equivalents | $ 100,000 | $ 75,000 |
FINANCIAL INSTRUMENTS - Sched_2
FINANCIAL INSTRUMENTS - Schedule of Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
2026 Exchangeable Notes | Senior Notes | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | $ (571,422) | $ (571,024) |
2030 Exchangeable Notes | Senior Notes | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | (568,628) | (568,370) |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | (3,843,901) | (3,842,242) |
Unamortized original issue discount and debt issuance costs | 31,100 | 32,800 |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt, net | (3,556,289) | (3,586,177) |
Fair Value | 2026 Exchangeable Notes | Senior Notes | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 525,600 | 517,200 |
Fair Value | 2030 Exchangeable Notes | Senior Notes | ||
Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | $ 495,600 | $ 500,300 |
LONG-TERM DEBT, NET - Schedule
LONG-TERM DEBT, NET - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,875,000 | $ 3,875,000 |
Less: Unamortized original issue discount | 3,252 | 3,479 |
Less: Unamortized debt issuance costs | 27,847 | 29,279 |
Total long-term debt, net | 3,843,901 | 3,842,242 |
Credit Facility | Credit Facility due March 20, 2029 | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Term Loan | Term Loan due February 13, 2027 | ||
Debt Instrument [Line Items] | ||
Total debt | 425,000 | 425,000 |
Total long-term debt, net | 425,000 | 425,000 |
Senior Notes | 5.00% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 450,000 | 450,000 |
Stated interest rate (as a percent) | 5% | |
Senior Notes | 4.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500,000 | 500,000 |
Stated interest rate (as a percent) | 4.625% | |
Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 350,000 | 350,000 |
Stated interest rate (as a percent) | 5.625% | |
Senior Notes | 4.125% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500,000 | 500,000 |
Stated interest rate (as a percent) | 4.125% | |
Senior Notes | 3.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 500,000 | 500,000 |
Stated interest rate (as a percent) | 3.625% | |
Senior Notes | 2026 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 575,000 | 575,000 |
Less: Unamortized original issue discount | $ 3,578 | 3,976 |
Stated interest rate (as a percent) | 0.875% | |
Senior Notes | 2030 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 575,000 | 575,000 |
Less: Unamortized original issue discount | $ 6,372 | $ 6,630 |
Stated interest rate (as a percent) | 2% |
LONG-TERM DEBT, NET - Narrative
LONG-TERM DEBT, NET - Narrative (Details) | 3 Months Ended | ||||
Mar. 20, 2024 USD ($) | Mar. 31, 2024 USD ($) trading_day | Mar. 19, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||
Total long-term debt, net | $ 3,843,901,000 | $ 3,842,242,000 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days (in days) | trading_day | 20 | ||||
Threshold consecutive trading days (in days) | trading_day | 30 | ||||
Exchange price on applicable trading day (as a percent) | 130% | ||||
Period of trading days of reported sale price of common stock (in days) | 5 days | ||||
Period of consecutive trading days of reported sale price of common stock (in days) | 5 days | ||||
Proportion of product of last reported price (as a percent) | 98% | ||||
Senior Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 5 | ||||
Credit Facility due March 20, 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity term | 91 days | ||||
Credit Facility due March 20, 2029 | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings under the credit facility | $ 400,000 | 400,000 | |||
Credit Facility due March 20, 2029 | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity on credit facility | $ 500,000,000 | 500,000,000 | $ 750,000,000 | 750,000,000 | |
Debt instrument maturity term | 91 days | ||||
Debt maturity terms, threshold aggregated principal amount of other indebtedness | $ 250,000,000 | ||||
Outstanding borrowings under the credit facility | 0 | 0 | |||
Remaining borrowing capacity under the credit facility | $ 499,600,000 | 749,600,000 | |||
Annual commitment fee (as a percent) | 0.25% | ||||
Credit Facility due March 20, 2029 | Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 5 | ||||
Term Loan due February 13, 2027 | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt, net | $ 425,000,000 | $ 425,000,000 | |||
Effective interest rate (as a percent) | 7.23% | 7.27% | |||
Term Loan due February 13, 2027 | Term Loan | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.75% | ||||
Credit Facility and Term Loan | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 4.25 | ||||
5.00% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 5% | ||||
4.625% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 4.625% | ||||
5.625% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 5.625% | ||||
4.125% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 4.125% | ||||
3.625% Senior Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 3.625% | ||||
2026 Exchangeable Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate (as a percent) | 1.20% | ||||
Stated interest rate (as a percent) | 0.875% | ||||
Principal amount of long-term debt | $ 575,000,000 | ||||
2030 Exchangeable Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate (as a percent) | 2.20% | ||||
Stated interest rate (as a percent) | 2% | ||||
Principal amount of long-term debt | $ 575,000,000 | ||||
Exchangeable Notes | Senior Notes | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days (in days) | trading_day | 20 | ||||
Threshold consecutive trading days (in days) | trading_day | 30 | ||||
Exchange price on applicable trading day (as a percent) | 130% | ||||
Redemption price (as a percent) | 100% | ||||
Exchangeable Notes | Senior Notes | Maximum | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. | |||||
Debt Instrument [Line Items] | |||||
Threshold trading date proceeding date of notice of redemption (in days) | trading_day | 5 | ||||
Exchangeable Notes | Senior Notes | Minimum | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. | |||||
Debt Instrument [Line Items] | |||||
Threshold trading date proceeding date of notice of redemption (in days) | trading_day | 1 |
LONG-TERM DEBT, NET - Details o
LONG-TERM DEBT, NET - Details of Exchangeable Notes (Details) - Senior Notes | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
2026 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares | 11.4259 |
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares | $ 87.52 |
2030 Exchangeable Notes | |
Debt Instrument [Line Items] | |
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares | 11.8739 |
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares | $ 84.22 |
LONG-TERM DEBT, NET - Component
LONG-TERM DEBT, NET - Components of Exchangeable Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal | $ 3,875,000 | $ 3,875,000 |
Less: Unamortized debt issuance costs | 3,252 | 3,479 |
2026 Exchangeable Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal | 575,000 | 575,000 |
Less: Unamortized debt issuance costs | 3,578 | 3,976 |
Net carrying value included in long-term debt, net | 571,422 | 571,024 |
2030 Exchangeable Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal | 575,000 | 575,000 |
Less: Unamortized debt issuance costs | 6,372 | 6,630 |
Net carrying value included in long-term debt, net | $ 568,628 | $ 568,370 |
LONG-TERM DEBT, NET - Schedul_2
LONG-TERM DEBT, NET - Schedule of Interest Expense, Exchangeable Notes (Details) - Senior Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2026 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 1,258 | $ 1,258 |
Amortization of debt issuance costs | 398 | 391 |
Total interest expense recognized | 1,656 | 1,649 |
2030 Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 2,875 | 2,875 |
Amortization of debt issuance costs | 258 | 250 |
Total interest expense recognized | $ 3,133 | $ 3,125 |
LONG-TERM DEBT, NET - Schedul_3
LONG-TERM DEBT, NET - Schedule of Details of Exchangeable Notes Hedges and Warrants (Details) - Senior Notes shares in Millions | Mar. 31, 2024 $ / shares shares |
2026 Exchangeable Notes | Exchangeable Notes Hedge | |
Debt Instrument [Line Items] | |
Number of shares (shares) | shares | 6.6 |
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares | $ 87.52 |
2026 Exchangeable Notes | Exchangeable Notes Warrant | |
Debt Instrument [Line Items] | |
Number of shares (shares) | shares | 6.6 |
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares | $ 134.76 |
2030 Exchangeable Notes | Exchangeable Notes Hedge | |
Debt Instrument [Line Items] | |
Number of shares (shares) | shares | 6.8 |
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares | $ 84.22 |
2030 Exchangeable Notes | Exchangeable Notes Warrant | |
Debt Instrument [Line Items] | |
Number of shares (shares) | shares | 6.8 |
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares | $ 134.82 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Loss | ||
Balance at beginning of period | $ (19,073,000) | $ (358,881,000) |
Other comprehensive loss, net of tax | (69,498,000) | (34,444,000) |
Balance at end of period | (107,672,000) | (334,518,000) |
Tax benefit / provision in accumulated other comprehensive loss | 0 | 0 |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Loss | ||
Balance at beginning of period | (385,471,000) | (369,182,000) |
Other comprehensive loss, net of tax | (69,462,000) | (34,441,000) |
Balance at end of period | $ (454,933,000) | $ (403,623,000) |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: Basic | ||
Net earnings | $ 123,234 | $ 120,691 |
Net (earnings) loss attributable to noncontrolling interests | (36) | 118 |
Net earnings attributable to Match Group, Inc. shareholders | 123,198 | 120,809 |
Numerator: Diluted | ||
Net earnings | 123,234 | 120,691 |
Net (earnings) loss attributable to noncontrolling interests | (36) | 118 |
Impact from subsidiaries’ dilutive securities | (8) | (30) |
Interest on dilutive Exchangeable Notes, net of income tax | 3,171 | 3,179 |
Net earnings attributable to Match Group, Inc. shareholders | $ 126,361 | $ 123,958 |
Denominator: Basic | ||
Weighted average basic shares outstanding (shares) | 268,142 | 279,260 |
Denominator: Diluted | ||
Weighted average basic shares outstanding (shares) | 268,142 | 279,260 |
Dilutive securities (shares) | 4,672 | 3,993 |
Dilutive shares from Exchangeable Senior Notes, if-converted (shares) | 13,397 | 13,397 |
Denominator for earnings per share - weighted average shares, dilutive (shares) | 286,211 | 296,650 |
Earnings per share: | ||
Earnings per share attributable to Match Group, Inc. shareholders - basic (USD per share) | $ 0.46 | $ 0.43 |
Earnings per share attributable to Match Group, Inc. shareholders - diluted (USD per share) | $ 0.44 | $ 0.42 |
Stock Options, Warrants and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 19,200 | 17,300 |
Market-Based Awards and PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) | 3,700 | 2,600 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 914,929 | $ 862,440 | $ 569,879 | $ 572,395 |
Restricted cash included in other current assets | 0 | 0 | 122 | 121 |
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows | $ 914,929 | $ 862,440 | $ 570,001 | $ 572,516 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | Mar. 31, 2024 USD ($) lawsuit | Jan. 08, 2024 USD ($) |
Other Commitments [Line Items] | ||
Loss contingency reserve | $ 0 | |
Number of lawsuits with possible material impact (one or more) | lawsuit | 1 | |
Legal Case With Irish Data Protection Commission | Minimum | ||
Other Commitments [Line Items] | ||
Loss contingency, estimate of possible loss | $ 0 | |
Legal Case With Irish Data Protection Commission | Maximum | ||
Other Commitments [Line Items] | ||
Loss contingency, estimate of possible loss | $ 60,000,000 |