United States securities and exchange commission logo
September 28, 2021
Gary Swidler
Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway
Suite 1400
Dallas, TX 75231
Re: Match Group, Inc.
10-K for the Year
Ended December 31, 2020
Filed February 25,
2021
Form 10-Q for the
Quarter Ended June 30, 2021
Filed August 6,
2021
Form 8-K filed
August 3, 2021
File No. 001-34148
Dear Mr. Swidler:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations for the years ended December 31, 2020, 2019 and
2018, page 39
1. Please revise so that
any discussion of changes in Adjusted EBITDA between periods is
presented alongside a
discussion of changes in Net Income, its most comparable GAAP
measure, rather than
operating income. Refer to Q&A 103.02 of the CD&I on Non-GAAP
Financial Measures.
Please also comply with this comment in your Forms 10-Q and
Quarterly Financial
Highlights (Exhibit 99.1) in your Forms 8-K.
Gary Swidler
FirstName LastNameGary Swidler
Match Group, Inc.
Comapany 28,
September NameMatch
2021 Group, Inc.
September
Page 2 28, 2021 Page 2
FirstName LastName
Principles of Financial Reporting, page 42
2. Please revise to present your non-GAAP measures in a separate section
titled more
appropriately to characterize the nature of those measures. Refer to
Item 10(e)(1)(ii)(E) of
Regulation S-K. Please also comply with this comment in your Forms
10-Q.
Form 10-Q for the Quarter Ended June 30, 2021
Notes to Consolidated Financial Statements (Unaudited)
Note 10 - Contingencies, page 26
3. We note that on June 9, 2021, the plaintiffs in the Tinder
Optionholder Litigation filed a
Note of Issue and Certificate of Readiness for Trial in which they
amended the amount of
damages they are now claiming to [m]ore than $5.6 billion." Please
revise to clarify if the
financial statements reflect a provision for a loss based on the
probability of an
unfavorable outcome. Include your assessment as to whether there is a
reasonable
possibility of an exposure to loss in excess of the amount accrued and
what the additional
loss (or range of loss) may be. Refer to ASC 450-20-50-1 through 50-4.
Form 8-K filed August 3, 2021
Liquidity and Capital Resources, page 13
4. We note your graphical presentation of trailing twelve month leverage
measures and your
definitions on page 25. It appears these measures are calculated using
Adjusted EBITDA
as the denominator. Please tell us how you considered the need to
provide the disclosures
required by Item 10(e)(1)(i) of Regulation S-K. Please also refer to
footnote 27 of
the Final Rule: Conditions for Use of Non-GAAP Financial Measures.
Reconciliations of GAAP to Non-GAAP Measures
Reconciliation of Net Earnings to Adjusted EBITDA, page 20
5. In several places throughout this Form 8-K, you reconcile Adjusted
EBITDA non-GAAP
measures to operating income, rather than net income, which is the
most comparable
GAAP measure. For example, we note this issue in your presentation of
Adjusted
EBITDA margin on pages 20 and 21 as well as in the reconciliation of
forecasted
operating income to Adjusted EBITDA on page 22. Refer to footnote 27
of the Final Rule:
Conditions for Use of Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Gary Swidler
Match Group, Inc.
September 28, 2021
Page 3
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or
Lisa Etheredege, Senior Staff Accountant at (202) 551-3424 with any questions.
FirstName LastNameGary Swidler Sincerely,
Comapany NameMatch Group, Inc.
Division of Corporation
Finance
September 28, 2021 Page 3 Office of Technology
FirstName LastName