Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of the Company’s Disclosure Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that, as of December 31, 2021, the Company’s internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein.
SEC staff guidance discusses the exclusion of an acquired business’s internal controls from management’s annual assessment of the internal controls over financial reporting when it is not possible to conduct assessments for the acquired business in the period between the acquisition date and the date of management’s assessment. We completed the acquisition of Hyperconnect, Inc. (“Hyperconnect”) on June 17, 2021. Management has excluded Hyperconnect from its assessment of internal control over financial reporting as of December 31, 2021. Hyperconnect is a wholly-owned subsidiary of the Company with total assets (excluding goodwill and other intangible assets, which were included in this assessment) and total revenues representing 2% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant. As required by Rule 13a-15(d), Match Group management, including the CEO and the CFO, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter ended December 31, 2021.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Match Group, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Match Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Match Group, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hyperconnect, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted 2% of total assets (excluding goodwill and other intangible assets, which were included in management’s assessment of and conclusion on the effectiveness of internal control over financial reporting) as of December 31, 2021 and 4% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hyperconnect, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 24, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 24, 2022
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Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to Match Group’s definitive Proxy Statement to be used in connection with its 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 401 of Regulation S-K relating to directors and executive officers of Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2022 Proxy Statement. The information required by Item 406 of Regulation S-K relating to Match Group’s Code of Ethics is set forth under the caption “Part I-Item 1-Business-Additional Information-Code of ethics” of this annual report and is incorporated herein by reference. The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2022 Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K relating to executive and director compensation is set forth in the sections entitled “Executive Compensation” and “Director Compensation” in the 2022 Proxy Statement and is incorporated herein by reference. The information required by subsections (e)(4) and (e)(5) of Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2022 Proxy Statement and is incorporated herein by reference; provided, that the information set forth in the section entitled “Compensation Committee Report” shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding ownership of Match Group common stock required by Item 403 of Regulation S-K and securities authorized for issuance under Match Group’s various equity compensation plans required by Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions involving Match Group required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements of Match Group, Inc.
Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID: 42 ).
Consolidated Balance Sheet as of December 31, 2021 and 2020.
Consolidated Statement of Operations for the Years Ended December 31, 2021, 2020, and 2019.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2021, 2020, and 2019.
Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2021, 2020, and 2019.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedule of Match Group, Inc.
Schedule
Number
II Valuation and Qualifying Accounts.
All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.
(3) Exhibits
See Exhibit Index below for a complete list of Exhibits to this report.
Item 16. Form 10-K Summary
None.
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EXHIBIT INDEX
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated, or furnished herewith.
Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
2.1*
Transaction Agreement, dated as of December 19, 2019, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc. (Former Match Group), IAC Holdings, Inc. and Valentine Merger Sub LLC
8-K 000-20570 2.1 12/20/2019
2.2*
Amendment, dated as of April 28, 2020, to the Transaction Agreement by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc. (Former Match Group), IAC Holdings, Inc. and Valentine Merger Sub LLC
8-K 000-20570 2.1 4/28/2020
2.3*
Amendment No. 2 to Transaction Agreement, dated as of June 22, 2020, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc. (Former Match Group), IAC Holdings, Inc. and Valentine Merger Sub LLC
8-K 000-20570 2.1 6/22/2020
2.4
Share Purchase Agreement, dated as of February 10, 2021, by and among the Company, the Buyer and the Sellers
8-K 001-34148 2.1 2/10/2021
2.5
Amendment and Supplement No. 1 to Share Purchase Agreement, dated as of June 17, 2021, by and among Sellers’ Representatives, the Buyer and the Company
10-Q 001-34148 2.1 8/6/2021
3.1
Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)
8-A/A 000-20570 3.1 8/12/2005
3.2
Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActive Corp (Former IAC)
8-K 001-34148 3.1 8/22/2008
3.3
Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)
8-A/A 001-34148 3.4 7/1/2020
3.4
Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)
8-A/A 001-34148 3.5 7/1/2020
3.5
Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)
8-A/A 001-34148 3.6 7/1/2020
3.6
Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)
8-A/A 001-34148 3.7 7/1/2020
3.7
Certificate of Elimination, with respect to the Series 1 Mandatory Exchangeable Preferred Stock
8-K 001-34148 3.5 7/2/2020
3.8
Certificate of Elimination, with respect to the Series 2 Mandatory Exchangeable Preferred Stock
8-K 001-34148 3.6 7/2/2020
3.9
Certificate of Elimination, with respect to the Series A Cumulative Preferred Stock
8-K 001-34148 3.7 7/2/2020
3.10
Certificate of Elimination, with respect to the Series B Cumulative Preferred Stock
8-K 001-34148 3.8 7/2/2020
3.11
Certificate of Elimination, with respect to the Series C Cumulative Preferred Stock.
8-K 001-34148 3.9 7/2/2020
3.12
Certificate of Elimination, with respect to the Series D Cumulative Preferred Stock
8-K 001-34148 3.10 7/2/2020
3.13
Third Amended and Restated By-Laws of Match Group, Inc.
8-K 001-34148 3.2 4/30/2021
4.1
Description of Securities
10-K 001-34148 4.1 2/25/2021
4.2
Specimen Stock Certificate of Match Group Inc.
S-4/A 333-236420
4.3 4/28/2020
4.3
Indenture, dated as of May 19, 2020, between Match Group, Inc. (Former Match Group) and Computershare Trust Company, N.A., as Trustee
8-K 001-37636 4.1 5/20/2020
4.4
Indenture for 0.875% Senior Exchangeable Notes due 2022, dated as of October 2, 2017, among IAC FinanceCo, Inc., IAC/InterActiveCorp (Former IAC) and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)
8-K 000-20570 4.1 10/6/2017
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Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
4.5
Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo, Inc., Match Group, Inc. and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2022
8-K 001-34148 4.3 7/2/2020
4.6
Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp (Former IAC) and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)
8-K 000-20570 4.1 5/28/2019
4.7
Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 2, Inc., Match Group, Inc. and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2026
8-K 001-34148 4.5 7/2/2020
4.8
Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp (Former IAC) and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)
8-K 000-20570 4.2 5/28/2019
4.9
Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 3, Inc., Match Group, Inc. and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 2.00% Senior Exchangeable Notes due 2030
8-K 001-34148 4.7 7/2/2020
4.10
Indenture, dated December 4, 2017, between Match Group, Inc. (Former Match Group) and Computershare Trust Company, N.A., as Trustee
8-K 001-37636 4.1 12/4/2017
4.11
Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027
8-K 001-34148 4.9 7/2/2020
4.12
Indenture, dated May 19, 2020, between Match Group, Inc. (Former Match Group) and Computershare Trust Company, N.A., as Trustee
8-K 001-37636 4.1 5/20/2020
4.13
Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2028
8-K 001-34148 4.11 7/2/2020
4.14
Indenture, dated as of February 15, 2019, between Match Group, Inc. (Former Match Group) and Computershare Trust Company, N.A. as Trustee
8-K 001-37636 4.1 2/15/2019
4.15
Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 5.625% Senior Notes due 2029
8-K 001-34148 4.13 7/2/2020
4.16
Indenture, dated as of February 11, 2020, between Match Group, Inc. (Former Match Group) and Computershare Trust Company, N.A., as Trustee
8-K 001-37636 4.1 2/11/2020
4.17
Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 4.125% Senior Notes due 2030
8-K 001-34148 4.15 7/2/2020
4.18
Indenture, dated as of October 4, 2021, between Match Group Holdings II, LLC and U.S. Bank National Association, as trustee
8-K 001-34148 4.1 10/5/2021
10.1
Transition Services Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp (Former IAC) and IAC Holdings, Inc.
8-K 001-34148 10.1 7/2/2020
10.2
First Amendment to Transition Services Agreement, dated effective as of March 31, 2021, by and between Match Group, Inc. and IAC/InterActiveCorp
10-Q 001-34148 10.1 8/6/2021
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Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
10.3
Second Amendment to Transition Services Agreement, dated effective as of July 22, 2021, by and between Match Group, Inc. and IAC/InterActiveCorp
10-Q 001-34148 10.1 11/8/2021
10.4
Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc. (Former Match Group) and IAC Holdings, Inc.
8-K 001-34148 10.2 7/2/2020
10.5
Tax Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp (Former IAC) and IAC Holdings, Inc.
8-K 001-34148 10.3 7/2/2020
10.6
Match Group, Inc. 2020 Stock and Annual Incentive Plan (1)
S-4/A 333-236420 Annex F 4/28/2020
10.7
Match Group, Inc. (Former Match Group) Amended and Restated 2017 Stock and Annual Incentive Plan (1)
8-K 001-37636 10.1 6/21/2018
10.8
First Amendment to Match Group, Inc. (Former Match Group) Amended and Restated 2017 Stock and Annual Incentive Plan (1)
8-K 001-34148 10.5 7/2/2020
10.9
Form of Terms and Conditions for Stock Options granted under the Match Group, Inc. (Former Match Group) 2017 Stock and Annual Incentive Plan (1)
10-Q 001-37636 10.1 11/9/2017
10.10
Form of Terms and Conditions for Restricted Stock Units granted under the Match Group, Inc. (Former Match Group) 2017 Stock and Annual Incentive Plan (1)
10-Q 001-37636 10.2 11/9/2017
10.11
Form of Terms and Conditions for Performance-based Restricted Stock Units granted under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (1)
10-Q 001-34148 10.2 5/7/2021
10.12
Match Group, Inc. (Former Match Group) 2015 Stock and Annual Incentive Plan (1)
8-K 001-37636 10.5 11/24/2015
10.13
First Amendment to Match Group, Inc. (Former Match Group) 2015 Stock and Annual Incentive Plan (1)
10-Q 001-37636 10.1 8/4/2017
10.14
Second Amendment to Match Group, Inc. (Former Match Group) 2015 Stock and Annual Incentive Plan (1)
8-K 001-34148 10.10 7/2/2020
10.15
Form of Terms and Conditions for Stock Options granted under the Match Group, Inc. (Former Match Group) 2015 Stock and Annual Incentive Plan (1)
10-K 001-37636 10.7 2/28/2017
10.16
Form of Terms and Conditions for Restricted Stock Units granted under the Match Group, Inc. (Former Match Group) 2015 Stock and Annual Incentive Plan (1 )
10-K 001-37636 10.8 2/28/2017
10.17
Match Group, Inc. 2021 Global Employee Stock Purchase Plan ( 1)
10-Q 001-34148 10.2 8/6/2021
10.18
Employment Agreement between Sharmistha Dubey and Match Group, Inc. (Former Match Group) dated as of February 13, 2020 (1)
8-K/A 001-37636 10.1 2/20/2020
10.19
Assignment of Employment Agreement among Sharmistha Dubey, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)
8-K 001-34148 10.14 7/2/2020
10.20
Employment Agreement between Gary Swidler and Match Group, Inc. (Former Match Group ) dated as of August 8, 2018 (1)
8-K 001-37636 10.1 8/14/2018
10.21
Employment Agreement Amendment between Gary Swidler and Match Group, Inc. (Former Match Group) dated as of February 13, 2020 (1)
8-K/A 001-37636 10.2 2/20/2020
10.22
Assignment of Employment Agreement among Gary Swidler, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)
8-K 001-34148 10.17 7/2/2020
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Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
10.23
Employment Agreement between Jared Sine and Match Group, Inc. (Former Match Group) dated as of August 8, 2018 (1)
8-K 001-37636 10.2 8/14/2018
10.24
Assignment of Employment Agreement among Jared Sine, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)
8-K 001-34148 10.19 7/2/2020
10.25
Summary of Non-Employee Director Compensation Arrangements (1)
†
10.26
2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors (1)
8-K 001-34148 10.1 10/27/2020
10.27
Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto
10-K 001-37636 10.11 3/28/2016
10.28
Amendment No. 3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto
8-K 001-37636 10.1 12/8/2016
10.29
Amendment No. 4, dated as of August 14, 2017, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto
8-K 001-37636 10.1 8/17/2017
10.30
Amendment No. 5 dated as of December 7, 2018 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, and as further amended as of August 14, 2017, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto
8-K 001-37636 10.1 12/13/2018
10.31
Amendment No. 6 dated as of February 13, 2020 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017 and as further amended as of December 7, 2018, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto
8-K 001-37636 10.1 2/20/2020
10.32
Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and among Match Group, Inc. , Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc. (Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended
8-K 001-34148 10.25 7/2/2020
10.33
Amendment No. 7 dated as of March 26, 2021 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018 and as further amended as of February 13, 2020, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto
8-K 001-34148 10.1 3/31/2021
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Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
21.1
Subsidiaries of the Registrant as of December 31, 202 1
†
23.1
Consent of Ernst & Young LLP.
†
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
‡
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
‡
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document †
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †
101.DEF XBRL Taxonomy Extension Definition Linkbase Document †
101.LAB XBRL Taxonomy Extension Label Linkbase Document †
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________
(1) Reflects management contracts and management and director compensatory plans.
* Certain schedules and exhibits to the Transaction Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule and/or exhibit to the SEC upon request.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 24, 2022 MATCH GROUP, INC.
By: /s/ GARY SWIDLER
Gary Swidler
Chief Operating Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 24, 2022:
Signature Title
/s/ SHARMISTHA DUBEY Chief Executive Officer and Director
(Principal Executive Officer)
Sharmistha Dubey
/s/ GARY SWIDLER Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
Gary Swidler
/s/ PHILIP D. EIGENMANN Chief Accounting Officer
(Principal Accounting Officer)
Philip D. Eigenmann
/s/ THOMAS J. McINERNEY Chairman of the Board
Thomas J. McInerney
/s/ STEPHEN BAILEY Director
Stephen Bailey
/s/ MELISSA BRENNER Director
Melissa Brenner
/s/ JOSEPH LEVIN Director
Joseph Levin
/s/ ANN L. McDANIEL Director
Ann L. McDaniel
/s/ WENDI MURDOCH Director
Wendi Murdoch
/s/ RYAN REYNOLDS Director
Ryan Reynolds
/s/ GLENN H. SCHIFFMAN Director
Glenn H. Schiffman
/s/ PAMELA S. SEYMON Director
Pamela S. Seymon
/s/ ALAN G. SPOON Director
Alan G. Spoon
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Schedule II
MATCH GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Description Balance at
Beginning of Period Charges to
Earnings Charges to
Other Accounts Deductions Balance at
End of Period
(In thousands)
2021
Allowance for credit losses $ 286 $ 43 (a)
$ ( 2 ) $ ( 46 ) (d)
$ 281
Deferred tax valuation allowance 71,090 15,969 (b)
( 988 ) (f)
— 86,071
Other reserves 3,380 8,499
2020
Allowance for doubtful accounts $ 578 $ ( 22 ) (a)
$ ( 234 ) $ ( 36 ) (d)
$ 286
Deferred tax valuation allowance 52,913 35,261 (b)
( 17,084 ) (c)
—
71,090
Other reserves 2,901
3,380
2019
Allowance for doubtful accounts $ 724 $ 79 (a)
$ ( 8 ) $ ( 217 ) (d)
$ 578
Deferred tax valuation allowance 45,483 7,472 (e)
( 42 ) (f)
—
52,913
Other reserves 3,008
2,901
______________________
(a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses.
(b) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions.
(c) Amount is primarily related to a reduction in the valuation allowance as a result of the preliminary allocation of tax attributes between Match Group and IAC in conjunction with the Separation.
(d) Write-off of fully reserved accounts receivable.
(e) Amount is primarily related to foreign and state net operating losses and foreign interest deduction carryforwards.
(f) Amount is related to currency translation adjustments on foreign net operating losses.
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