SEC Comment Letter for Match Group, Inc. (MTCH) (CIK 0000891103) (MTCH) — Jun 2, 2008
Match Group, Inc. (MTCH) (CIK 0000891103)
Date: June 2, 2008 · CIK: 0000891103 · Accession: 0000000000-08-027658
AI Filing Summary & Sentiment
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Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561 DIVISION OF CORPORATION FINANCE VIA FACSIMILE AND U.S. MAIL May 15, 2008 Mr. Thomas J. McInerney Executive Vice President and Chief Financial Officer IAC/InterActiveCorp 555 West 18 th Street New York, New York 10011 Re: IAC/InterActiveCorp Form 10-K for Fiscal Ye ar Ended December 31, 2007 Filed February 29, 2008 Form 10-Q for Fiscal Quar ter Ended March 31, 2008 Filed May 7, 2008 File No. 0-20570
Dear Mr. McInerney: We have reviewed your filings and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ent. Where indicated, we think you should revise your disclosures in futu re filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Thomas J. McInerney IAC/InterActiveCorp May 15, 2008 Page 2 of 3 Form 10-K for Fiscal Year Ended December 31, 2007
Note 2 - Summary of Significant Accounting Policies, page 86 Revenue Recognition, page 86 Ticketmaster, page 86 1. Reference is made to your disclosure on page 45 that ticketin g royalties, which represent your client’s sh are of convenience and orde r processing charges, are recorded in cost of sales. With refere nce to the authoritative accounting literature you relied upon, please explain to us why it is appropriate to report revenue based on the gross amount of convenience and order processing charges billed to customers rather than the net amount retained. 2. We understand that you earn interest on f unds that are collected from ticket purchasers by investing those funds until re mittance to the applicable clients. Please tell us in detail your basis in GAAP for classifying this interest income as revenues. Note 14 - Equity Investments in Unconsolidated Affiliates, page 130
3. Please provide us your fiscal 2007 si gnificance tests under Rule 3-09 of Regulation S-X for Jupiter Shop Channel. Please ensure that any impairment write-down or other activity related to this investment is included in your significance computations and is clearl y identified. If you believe separate financial statements are required for this equity method investment, please tell us when you plan to amend your Form 10-K to file such financial statements. Exhibits 31.1 and 31.2
4. Please be advised that the certificatio ns required by Exchange Act Rules 13a- 14(a) and Rule 15d-14(a) must include la nguage exactly as set forth in Item 601(b)(31)(i) of Regulation S-K. Accordin gly, other than in paragraph 1, please replace references to “annual report” with “report.” Similarly, with respect to certifications provided in Form 10-Q, replace references to “quarterly report” with “report.” Additionally, please add the pare nthetical language in paragraph 4(d). 5. Please eliminate reference to the title of your chief executive officer and chief financial officer in the introductory pa ragraph of your cer tifications. Also confirm that the inclusion of the titles in this filing and in Form 10-Q for the quarter ended March 31, 2008 was not inte nded to limit the capacity in which such individuals provided the certifications.
* * * *
Mr. Thomas J. McInerney IAC/InterActiveCorp May 15, 2008 Page 3 of 3 Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please submit your response letter on EDGAR. Please understand that we may have additional comments after review ing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Sarah Goldberg, Assist ant Chief Accountant, at (202) 551-3340, or in her absence, Robyn Manuel at (202) 551-3823, if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3344 with any other questions. S i n c e r e l y , William Thompson B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
DIVISION OF
CORPORATION FINANCE
VIA FACSIMILE AND U.S. MAIL
May 15, 2008
Mr. Thomas J. McInerney Executive Vice President and Chief Financial Officer IAC/InterActiveCorp 555 West 18
th Street
New York, New York 10011
Re: IAC/InterActiveCorp
Form 10-K for Fiscal Ye ar Ended December 31, 2007
Filed February 29, 2008
Form 10-Q for Fiscal Quar ter Ended March 31, 2008
Filed May 7, 2008
File No. 0-20570
Dear Mr. McInerney:
We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ent. Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may or may not raise
additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Thomas J. McInerney
IAC/InterActiveCorp
May 15, 2008 Page 2 of 3 Form 10-K for Fiscal Year Ended December 31, 2007
Note 2 - Summary of Significant Accounting Policies, page 86
Revenue Recognition, page 86
Ticketmaster, page 86
1. Reference is made to your disclosure on page 45 that ticketin g royalties, which
represent your client’s sh are of convenience and orde r processing charges, are
recorded in cost of sales. With refere nce to the authoritative accounting literature
you relied upon, please explain to us why it is appropriate to report revenue based
on the gross amount of convenience and order processing charges billed to customers rather than the net amount retained.
2. We understand that you earn interest on f unds that are collected from ticket
purchasers by investing those funds until re mittance to the applicable clients.
Please tell us in detail your basis in GAAP for classifying this interest income as
revenues.
Note 14 - Equity Investments in Unconsolidated Affiliates, page 130
3. Please provide us your fiscal 2007 si gnificance tests under Rule 3-09 of
Regulation S-X for Jupiter Shop Channel. Please ensure that any impairment write-down or other activity related to this investment is included in your significance computations and is clearl y identified. If you believe separate
financial statements are required for this equity method investment, please tell us
when you plan to amend your Form 10-K to file such financial statements.
Exhibits 31.1 and 31.2
4. Please be advised that the certificatio ns required by Exchange Act Rules 13a-
14(a) and Rule 15d-14(a) must include la nguage exactly as set forth in Item
601(b)(31)(i) of Regulation S-K. Accordin gly, other than in paragraph 1, please
replace references to “annual report” with “report.” Similarly, with respect to
certifications provided in Form 10-Q, replace references to “quarterly report” with
“report.” Additionally, please add the pare nthetical language in paragraph 4(d).
5. Please eliminate reference to the title of your chief executive officer and chief
financial officer in the introductory pa ragraph of your cer tifications. Also
confirm that the inclusion of the titles in this filing and in Form 10-Q for the quarter ended March 31, 2008 was not inte nded to limit the capacity in which
such individuals provided the certifications.
* * * *
Mr. Thomas J. McInerney
IAC/InterActiveCorp May 15, 2008 Page 3 of 3
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our
review. Please submit your response letter on EDGAR. Please understand that we may
have additional comments after review ing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Sarah Goldberg, Assist ant Chief Accountant, at (202) 551-3340,
or in her absence, Robyn Manuel at (202) 551-3823, if you have questions regarding
comments on the financial statements and related matters. Please contact me at (202) 551-3344 with any other questions. S i n c e r e l y , William Thompson B r a n c h C h i e f