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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Marketable Securities
At December 31, 2019 and 2018, the fair value of marketable securities are as follows:
 
December 31,
 
2019
 
2018
 
(In thousands)
Available-for-sale marketable debt securities
$
19,993

 
$
123,246

Marketable equity security

 
419

     Total marketable securities
$
19,993

 
$
123,665


At December 31, 2019, current available-for-sale marketable debt securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
(In thousands)
Commercial paper
$
19,993

 
$

 
$

 
$
19,993

Total available-for-sale marketable debt securities
$
19,993

 
$

 
$

 
$
19,993


The contractual maturities of debt securities classified as current available-for-sale at December 31, 2019 are within one year. There are no investments in available-for-sale marketable debt securities that have been in a continuous unrealized loss position for longer than twelve months as of December 31, 2019 and 2018.
At December 31, 2018, current available-for-sale marketable debt securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
(In thousands)
Treasury discount notes
$
112,291

 
$
3

 
$
(3
)
 
$
112,291

Commercial paper
10,955

 

 

 
10,955

Total available-for-sale marketable debt securities
$
123,246

 
$
3

 
$
(3
)
 
$
123,246



The following table presents the proceeds from maturities of available-for-sale marketable debt securities:
 
December 31,
 
2019
 
2018
 
2017
 
(In thousands)
Proceeds from maturities of available-for-sale marketable debt securities
$
163,500

 
$
333,600

 
$
114,350


There were no gross realized gains or losses from the sales of available-for-sale marketable debt securities for the years ended December 31, 2019, 2018, and 2017.
Long-term investments
Long-term investments consist of:
 
December 31,
 
2019
 
2018
 
(In thousands)
Equity securities without readily determinable fair values
$
353,052

 
$
235,055

Total long-term investments
$
353,052

 
$
235,055


Equity securities without readily determinable fair values
In the third quarter of 2019, the Company made a $250 million investment in Turo, a peer-to-peer car sharing marketplace. As part of its investment, the Company received a warrant that is net settleable at the Company's option and is recorded at fair value each reporting period with any change included in "Other income, net" in the accompany consolidated statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table below as Level 3. The warrant is included in "Other non-current assets" in the accompanying consolidated balance sheet.
The Company had an investment in Pinterest, which was carried at fair value following the initial public offering of Pinterest in April 2019. Prior to this, the Company accounted for its investment in Pinterest as an equity security without a readily determinable fair value. The Company sold its remaining shares in Pinterest during the fourth quarter of 2019. For the year ended December 31, 2019, the Company recognized a net gain of $20.5 million related to its investment in Pinterest, which is included in "Other income, net" in the accompanying consolidated statement of operations.
The following table presents a summary of realized and unrealized gains and losses recorded in other income (expense), net,
as adjustments to the carrying value of equity securities without readily determinable fair values held as of December 31, 2019 and 2018.
 
Years Ended December 31,
 
2019
 
2018
 
(In thousands)
Upward adjustments (gross unrealized gains)
$
19,698

 
$
128,986

Downward adjustments including impairments (gross unrealized losses)
(5,193
)
 
(4,931
)
Total
$
14,505

 
$
124,055

The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at December 31, 2019 were $19.9 million and $7.0 million, respectively.
Realized and unrealized gains and losses for the Company's marketable equity security and investments without readily determinable fair values for the years ended December 31, 2019 and 2018 are as follows:
 
Years Ended December 31,
 
2019
 
2018
 
(In thousands)
Realized gains, net, for equity securities sold
$
23,076

 
$
27,874

Unrealized gains, net, on equity securities held
14,505

 
124,170

Total gains recognized, net, in other income (expense), net
$
37,581

 
$
152,044


Equity method investments
In 2018 and 2017, the Company recorded other-than-temporary impairment charges on certain of its investments of $0.6 million and $2.7 million, respectively. These charges are included in "Other income (expense), net" in the accompanying consolidated statement of operations.
Cost method investments (prior to the adoption of ASU No. 2016-01)
In 2017, the Company recorded $9.5 million of other-than-temporary impairment charges for certain of its investments as a result of our assessment of the near-term prospects and financial condition of the investees. This charge is included in "Other income (expense), net" in the accompanying consolidated statement of operations.
On October 23, 2017, Match Group sold a cost method investment for net proceeds of $60.2 million. The gain on sale of $9.1 million is included in "Other income (expense), net" in the accompanying consolidated statement of operations.
Fair Value Measurements
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
 
December 31, 2019
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
2,164,576

 
$

 
$

 
$
2,164,576

Treasury discount notes

 
199,896

 

 
199,896

Time deposits

 
128,075

 

 
128,075

Commercial paper

 
29,960

 

 
29,960

Marketable securities:
 
 
 
 
 
 
 
Commercial paper

 
19,993

 

 
19,993

Other non-current assets:


 
 
 
 
 
 
Warrant

 

 
8,495

 
8,495

Total
$
2,164,576

 
$
377,924

 
$
8,495

 
$
2,550,995

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangements
$

 
$

 
$
(6,918
)
 
$
(6,918
)
 
December 31, 2018
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
880,815

 
$

 
$

 
$
880,815

Treasury discount notes

 
561,733

 

 
561,733

Commercial paper

 
162,417

 

 
162,417

Time deposits

 
90,036

 

 
90,036

Marketable securities:
 

 
 

 
 

 
 
Treasury discount notes

 
112,291

 

 
112,291

  Commercial paper

 
10,955

 

 
10,955

Marketable equity security
419

 

 

 
419

Total
$
881,234

 
$
937,432

 
$

 
$
1,818,666

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangements
$

 
$

 
$
(28,631
)
 
$
(28,631
)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
 
Years Ended December 31,
 
2019
 
2018
 
Warrant
 
Contingent
Consideration
Arrangements
 
Contingent
Consideration
Arrangements
 
(In thousands)
Balance at January 1
$

 
$
(28,631
)
 
$
(2,647
)
Fair value at date of acquisition
17,618

 

 
(25,521
)
Total net (losses) gains:
 
 
 
 
 
Included in earnings:
 
 
 
 
 
Fair value adjustments
(9,123
)
 
19,739

 
(1,456
)
Included in other comprehensive (loss) income

 
(14
)
 
45

Settlements

 
1,988

 
948

Balance at December 31
$
8,495

 
$
(6,918
)
 
$
(28,631
)

Contingent consideration arrangements
At December 31, 2019, the Company has one outstanding contingent consideration arrangement related to a business acquisition. The arrangement has a total maximum contingent payment of $45.0 million. At December 31, 2019, the gross fair value of this arrangement, before unamortized discount, is $12.5 million. During the first quarter of 2019, the Company paid $2.0 million to settle a contingent consideration arrangement that was outstanding at December 31, 2018.
Generally, our contingent consideration arrangements are based upon financial performance and/or operating metric targets and the Company generally determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, if the arrangements are initially long-term in nature, applying a discount rate that appropriately captures the risks associated with the obligations to determine the net amount reflected in the consolidated financial statements. The fair value of the contingent consideration arrangement at December 31, 2019 reflects a discount rate of 25%. The fair values of the contingent consideration arrangements at December 31, 2018 reflect discount rates ranging from 12% to 25%.
The fair value of contingent consideration arrangements is sensitive to changes in the expected achievement of the applicable targets and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in "General and administrative expense" in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at December 31, 2019 includes a non-current portion of $6.9 million. The contingent consideration arrangement liability at December 31, 2018 includes a current portion of $2.0 million and a non-current portion of $26.6 million, respectively. The current and non-current portions of the contingent consideration liability are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
 
December 31, 2019
 
December 31, 2018
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(In thousands)
Current portion of long-term debt
$
(13,750
)
 
$
(13,681
)
 
$
(13,750
)
 
$
(12,753
)
Long-term debt, net(a)
(3,121,572
)
 
(4,136,988
)
 
(2,245,548
)
 
(2,460,204
)
_________________
(a) 
At December 31, 2019 and 2018, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $404.7 million and $88.9 million, respectively.
At December 31, 2019 and 2018, the fair value of long-term debt is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. At December 31, 2018, the Company considered the outstanding borrowings under the MTCH's $500 million revolving credit facility ("MTCH Credit Facility"), which has a variable interest rate, to have a fair value equal to its carrying value. The outstanding borrowings under the MTCH Credit Facility were repaid with a portion of the net proceeds from MTCH's $350 million aggregate principal amount of its 5.625% Senior Notes issued on February 15, 2019. See "Note 7—Long-Term Debt" for additional information on the repayment of the MTCH Credit Facility.