Exhibit 99.4
MATCH GROUP, INC. UNAUDITED HISTORICAL COMBINED FINANCIAL STATEMENTS
Match Group, Inc. (“Match Group”) historical combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of IAC/InterActiveCorp (“IAC”). The combined financial statements reflect the historical financial position, results of operations and cash flows of the Match Group businesses since their respective dates of acquisition by IAC and the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC. For the purpose of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis.
All intercompany transactions and balances between and among Match Group, its subsidiaries and the entities comprising Match Group have been eliminated. All intercompany transactions between Match Group and IAC and its subsidiaries, with the exception of notes payable due to IAC subsidiaries, are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as “Invested capital.” The notes payable due to IAC subsidiaries are included in “Long-term debt—related party” in the accompanying combined balance sheet.
In the opinion of Match Group’s management, the assumptions underlying the historical combined financial statements of Match Group, including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect the expenses that Match Group may have incurred as an independent, stand-alone company for the periods presented.
The accompanying unaudited combined financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the SEC. In the opinion of Match Group’s management, the accompanying unaudited combined financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year.
A-1
Match Group, Inc. and Subsidiaries
Combined balance sheet
(Unaudited)
| | December 31, 2014 | | September 30, 2015 | |
| | (In thousands) | |
ASSETS | | | | | |
Cash and cash equivalents | | $ | 127,630 | | $ | 282,543 | |
Accounts receivable, net of allowance and reserves of $1,133 and $1,293, respectively | | 33,735 | | 59,212 | |
Other current assets | | 33,737 | | 45,041 | |
Total current assets | | 195,102 | | 386,796 | |
Property and equipment, net of accumulated depreciation and amortization of $58,159 and $70,901, respectively | | 42,997 | | 42,586 | |
Goodwill | | 793,763 | | 805,969 | |
Intangible assets, net of accumulated amortization of $17,824 and $18,364, respectively | | 207,613 | | 200,516 | |
Long-term investments | | 62,979 | | 65,156 | |
Other non-current assets | | 5,580 | | 14,024 | |
TOTAL ASSETS | | $ | 1,308,034 | | $ | 1,515,047 | |
LIABILITIES AND SHAREHOLDER EQUITY | | | | | |
LIABILITIES: | | | | | |
Accounts payable | | $ | 11,797 | | $ | 20,348 | |
Deferred revenue | | 134,790 | | 156,225 | |
Accrued expenses and other current liabilities | | 94,719 | | 93,221 | |
Total current liabilities | | 241,306 | | 269,794 | |
Long-term debt—related party | | 190,586 | | 185,429 | |
Income taxes payable | | 11,442 | | 9,836 | |
Deferred income taxes | | 47,800 | | 41,528 | |
Other long-term liabilities | | 13,446 | | 39,400 | |
Redeemable noncontrolling interests | | 3,678 | | 6,914 | |
Commitments and contingencies | | | | | |
SHAREHOLDER EQUITY: | | | | | |
Invested capital | | 877,635 | | 1,091,346 | |
Accumulated other comprehensive loss | | (78,048 | ) | (129,200 | ) |
Total Match Group, Inc. shareholder equity | | 799,587 | | 962,146 | |
Noncontrolling interests | | 189 | | — | |
Total shareholder equity | | 799,776 | | 962,146 | |
TOTAL LIABILITIES AND SHAREHOLDER EQUITY | | $ | 1,308,034 | | $ | 1,515,047 | |
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Match Group, Inc. and Subsidiaries
Combined statement of operations
(Unaudited)
| | Nine months ended September 30, | |
| | 2014 | | 2015 | |
| | (In thousands) | |
Revenue | | $ | 649,272 | | $ | 752,857 | |
Operating costs and expenses: | | | | | |
Cost of revenue (exclusive of depreciation shown separately below) | | 82,079 | | 131,118 | |
Selling and marketing expense | | 271,236 | | 289,844 | |
General and administrative expense | | 74,351 | | 121,303 | |
Product development expense | | 36,614 | | 50,740 | |
Depreciation | | 17,122 | | 19,804 | |
Amortization of intangibles | | 6,841 | | 14,130 | |
Total operating costs and expenses | | 488,243 | | 626,939 | |
Operating income | | 161,029 | | 125,918 | |
Interest expense—related party | | (23,214 | ) | (6,879 | ) |
Other income, net | | 8,628 | | 8,341 | |
Earnings before income taxes | | 146,443 | | 127,380 | |
Income tax provision | | (46,434 | ) | (42,632 | ) |
Net earnings | | 100,009 | | 84,748 | |
Net (earnings) loss attributable to noncontrolling interests | | (522 | ) | 42 | |
Net earnings attributable to Match Group, Inc.’s shareholder | | $ | 99,487 | | $ | 84,790 | |
Stock-based compensation expense by function: | | | | | |
Cost of revenue | | $ | 465 | | $ | 342 | |
Selling and marketing expense | | 255 | | 4,883 | |
General and administrative expense | | 13,476 | | 22,076 | |
Product development expense | | 2,414 | | 3,681 | |
Total stock-based compensation expense | | $ | 16,610 | | $ | 30,982 | |
A-3
Match Group, Inc. and Subsidiaries
Combined statement of cash flows
(Unaudited)
| | Nine months ended September 30, | |
| | 2014 | | 2015 | |
| | (In thousands) | |
Cash flows from operating activities: | | | | | |
Net earnings | | $ | 100,009 | | $ | 84,748 | |
Adjustments to reconcile earnings to net cash provided by operating activities: | | | | | |
Stock-based compensation expense | | 16,610 | | 30,982 | |
Depreciation | | 17,122 | | 19,804 | |
Amortization of intangibles | | 6,841 | | 14,130 | |
Excess tax benefits from stock-based awards | | (5,283 | ) | (31,285 | ) |
Deferred income taxes | | 2,453 | | (8,646 | ) |
Acquisition-related contingent consideration fair value adjustments | | (13,581 | ) | (11,479 | ) |
Other adjustments, net | | (5,445 | ) | (11,274 | ) |
Changes in assets and liabilities, net of effects of acquisitions: | | | | | |
Accounts receivable | | (5,624 | ) | (25,116 | ) |
Other current assets | | (4,511 | ) | (7,447 | ) |
Accounts payable and accrued expenses and other current liabilities | | (6,178 | ) | 20,834 | |
Income taxes payable | | 5,329 | | 26,993 | |
Deferred revenue | | 21,482 | | 23,997 | |
Net cash provided by operating activities | | 129,224 | | 126,241 | |
Cash flows from investing activities: | | | | | |
Acquisitions, net of cash acquired | | (113,871 | ) | (40,712 | ) |
Capital expenditures | | (14,583 | ) | (19,916 | ) |
Purchases of long-term investments | | (4,536 | ) | — | |
Other, net | | 180 | | (8,402 | ) |
Net cash used in investing activities | | (132,810 | ) | (69,030 | ) |
Cash flows from financing activities: | | | | | |
Funds returned from escrow related to Meetic tender offer | | 12,354 | | — | |
Purchase of noncontrolling interests | | (30,328 | ) | (557 | ) |
Transfers to IAC/InterActiveCorp | | (80,767 | ) | 75,945 | |
Proceeds from the issuance of related party debt | | 119,101 | | — | |
Acquisition-related contingent consideration payments | | (7,373 | ) | (5,510 | ) |
Excess tax benefits from stock-based awards | | 5,283 | | 31,285 | |
Net cash provided by financing activities | | 18,270 | | 101,163 | |
Effect of exchange rate changes on cash and cash equivalents | | (5,113 | ) | (3,461 | ) |
Net increase in cash and cash equivalents | | 9,571 | | 154,913 | |
Cash and cash equivalents at beginning of period | | 125,226 | | 127,630 | |
Cash and cash equivalents at end of period | | $ | 134,797 | | $ | 282,543 | |
A-4