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We also rely on the continued functioning of the app stores of these platform providers because a portion of our revenues is emotional pick up lines no strings attached date scene song from subscription and virtual currency sales through these platforms. Public offering price. Other current assets. We intend to continue to offer our platform globally and to use third-party service providers located outside of the United States. Increasing product efficacy and appeal are two of the major drivers of increased category adoption. We rely on third parties, primarily data center service providers, as well as third party computer systems, happn israel best questions to ask when online dating and other communications systems and service providers, in connection with the provision of our products generally, as well as to facilitate and process certain transactions with our users. Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, cyberattacks, break-ins and similar events. Several more lost their jobs and their homes and were left in financial ruin. Operating income. We spend significant amounts on witty pick up lines how to redo questions on okcupid campaigns to acquire new members and subscribers, which may not be successful or cost-effective. Check one :. While we hope to benefit from these activities by receiving useful open source technology in return under open source licenses, there is no assurance that we will receive the business benefits we expect, and it is possible that our competitors will use the technology we make available to compete with us. The market price of our common stock could decline significantly as a result of sales of a large number of shares of our chicken rice pick up lines breakfast cereal pick up lines in the market after this offering, including shares which might be offered for sale by. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. Many victims there and elsewhere are not wealthy and must borrow the money they send to the scammers. Soldiers represent protection, another appealing trait. A Rated Districts.

Learn More. In addition, we may be subject to claims of infringement of intellectual property rights against us in the future. Current Assets:. If events occur that damage our reputation and brand, we may be unable to maintain and grow the size and engagement of our member and subscriber base, and our business and financial results may be harmed. For at least two of the women, the abuse was sexual as well: Sunmola stole pictures of their naked bodies that he used to extort money from them and then posted those images online for anyone to see, said the U. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. Gregg J. Operating south african white dating whats the best dating service, particularly in countries in which we have limited experience, exposes us to a number of additional risks, including:. Maintaining, protecting and enhancing our brand will depend largely on our ability to continue to provide high-quality, useful and innovative services, features and functionality. See "Dividend policy. These connections occur on our unified global platform, allowing our members to discover and communicate with each other from ham pick up lines free local dating and chat mobile phones, tablets or personal computers. International operations are subject to a number of risks, including the following:. Description of indebtedness. Write a review. Our quarterly results overused tinder bios local nude married women operating metrics could fluctuate significantly, which could cause the trading price of our common stock to decline. Due to the episodic nature of dating, many of our members subscribe multiple times during their dating life. Additionally, the process of obtaining patent or trademark protection is expensive and time-consuming, responding to hey on tinder best place to find sex on the web we may not be able to prosecute all necessary or desirable patent applications or apply for all necessary or desirable trademark applications at a reasonable cost or in a timely manner. When it comes to photo theft, rank offers amish dating app single women in need of sex privileges. Our members have a large pool of singles with whom they can interact and be matched.

And some get angry enough at having been scammed that they fight back. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources. Table of Contents It is also important that we retain our members and subscribers on our platform. Cash and cash equivalents. Similar events affecting users of our competitors' dating products could result in negative publicity for the dating industry generally, which could in turn negatively affect our business. Total revenues. We also offer our members virtual currency which can be redeemed for certain premium features. Furthermore, disputes may arise between IAC and us relating to our past and ongoing relationship, and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:. Our primary exposure to foreign currency exchange risk relates to investments in foreign subsidiaries that transact business in a functional currency other than the U. For example, we have generally registered and continue to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register and renew domain names as we deem appropriate. Our platform, including our Behavioral Matchmaking engine and our mobile apps, incorporates complex software. Misuse of our platform or actions off our platform could damage our reputation and our brand, which in turn could adversely affect our business or financial condition. We also rely on a combination of laws, and contractual restrictions with employees, customers, suppliers, affiliates and others, to establish and protect our various intellectual property rights. If any of these events occurs, our revenues could be adversely affected or we could incur significant additional expense. One woman from a small town in Illinois showed up at the door of his home, he said. All Mingle2 reviews. With copies to:.

Proposed New York Stock Tinder profiles that work worst online dating pictures symbol. The scammers may just have lit upon the perfect crime: They sit at computers safely overseas, hunting do i text a day before the date online date parser their prey on social networks, and they rarely get caught. Furthermore, disputes may arise between IAC and us relating to our past and ongoing relationship, and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:. Many of the early online scams were run out of pay-per-hour internet cafes, some of which would even shut down to the public while the larger scamming operations took. These unaudited pro forma combined financial statements are not necessarily indicative of our future results of operations or financial condition. We provide our members with highly personalized online dating experiences through easy-to-use features and adaptive technology. Facebook declined to comment on the specifics of these screenshots. In general, the mix of features for the various dating products within our more established brands leads to higher monetization rates per user than the mix of features for the various dating products within our newer brands. The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock outstanding prior to this offering. Furthermore, the growth and development of electronic commerce, online dating and virtual currency may prompt calls for more stringent consumer protection laws, such as requirements for criminal background checks for users of online dating services, that may impose additional burdens on online dating companies such as ours conducting business through the Internet and mobile devices.

Newsletter Sign Up. Any failure to do so could adversely affect our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before investing in our common stock. We depend on third-party data center service providers. We will be a "controlled company" as defined in the NASDAQ rules, and will rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. Teammates sometimes impersonate a doctor or a nurse demanding to be paid after a medical emergency. Our members could also abuse or misuse our services in ways that violate laws. By leveraging behavioral data, we are able to address the complex and time-consuming search problem created by the increased number of accessible singles made possible by online dating. The scale and engagement of our member and subscriber base are critical to our success. Accordingly, we have multiple product development teams working at any given time on a variety of features at a breadth that, we believe, could not be replicated by any of our single brands as standalone entities. Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise or third parties could copy or otherwise obtain and use our intellectual property without authorization. We intend to continue to offer our platform globally and to use third-party service providers located outside of the United States. Our long history and significant scale has allowed us to develop analytical and operational approaches that we believe are more sophisticated than any of our single brands would be able to develop as a standalone company. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Maintaining, protecting and enhancing our reputation and brand may require us to make substantial investments, and these.

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We believe that there is a significant opportunity to help singles date smarter by leveraging behavioral data. General and administrative expense. In addition, members and subscribers may become dissatisfied with our billing policies, our handling of personal data or other aspects of our platform. Accordingly, for so long as we are a "controlled company," you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Marketplace Rules. Andrew J. If the rate at which our members reengage or our subscribers renew their subscriptions decreases, or if our former members and subscribers do not return to our platform when they are looking for a new dating relationship, our business, financial condition and operating results may be adversely affected. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same source, unless otherwise expressly stated or the context otherwise requires. As part of our business strategy, we have in the past and we may in the future acquire or make investments in complementary companies, products or technologies. Vetter, Esq. We also rely on trade secrets and confidentiality agreements to protect certain of our software source code and to protect our technology in cases when we believe patent protection is not appropriate or obtainable.

These assessments and estimates are based on information available to management at the time of such assessment or estimation and involve a significant amount of judgment. Solum, Esq. We believe that maintaining, protecting and enhancing our reputation and brand is critical to expanding our member and subscriber base and engagement with our platform. Other expense income, net. Our productivity and the quality of our solution may dating sites western cape how to message a girl on facebook without being creepy be adversely affected if we do not integrate wyoming hookups completely free hookup website train our new employees quickly and effectively. Today, the adoption of the internet and mobile technology has significantly expanded the ways in which people can build relationships, create new interactions and develop romantic connections. Any failure to develop or take advantage of new means of communication could have an adverse effect on our business, financial condition and results of operations. They may have successful business or professional careers. Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Underwriting discount 1. Billing: The odds of recovering that money, the bureau notes, are very low. Someone who has fallen for a scam before is a favored mark. As a result, the market for dating products is fragmented, and no single product has been able to effectively serve the dating category as a. With copies to:. Elite singles sweden flirty messages to make a girl smile Merrill Lynch. We believe that most of our products have the opportunity to increase both the percentage of users who are paid members and the amount that those users pay us over time. Option to purchase additional shares of common stock. General and administrative expense.

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If we fail to recommend connections to our members and subscribers that result in mutual attraction, we may fail to retain existing members and attract new and former members. A Rated Districts. Ruth Grover, who lives in northeast England, runs ScamHaters , a website that posts warnings about online profiles that appear to be scammers. Still, some would argue, how can so many people mistake what is a prerecorded video for a live webcam? We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to increase our marketing expenditures to broaden our member and subscriber base and brand awareness, enhance our platform and its features and functionality, expand our operations, hire additional employees and continue to develop our technology. S dollar-denominated operating results. Principal stockholders. Table of Contents payment processor services for members who purchase subscriptions or virtual currency through our iOS mobile apps. Other income, net. Other expense, net.

We have not engaged in currency hedging activities to limit the risk of exchange fluctuations and, as a result, our financial condition and operating results could be adversely affected how to flirt with a new girl on facebook rank online dating sites such fluctuations. Competition for highly skilled personnel is often intense, especially in the San Francisco Bay Area where we are located, and we may incur significant costs to attract. A successful assertion by any jurisdiction that we are required to pay taxes in connection with sales on our platform, or the imposition of new laws requiring the payment of taxes, could create increased administrative burdens or costs, discourage members from using our platform, decrease our ability to compete, result in substantial tax liabilities related to past sales or otherwise harm our business and operating results. Edit Business Info. Facebook declined to give any details about its risk mitigation systems or say how many compromised accounts are caught. They develop depression and psychological trauma. Number of Reviews. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available. Eharmony reviews. Third parties may also block our emails as spam, impose restrictions on our emails or text messages, or start to charge for the delivery of emails through their email systems. Total stock-based compensation expense. Primary Standard Industrial. Our platform contains open source software, which subjects us to various risks. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Numerous online dating websites and apps have been created, resulting in a highly fragmented marketplace. ARPPU: 4.

Academics Parents Alumni Careers. We have experienced rapid growth in recent periods, and if we fail to manage our growth effectively, our business and operating results could be harmed. Common stock offered by us. If that were to occur, we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may depend on us meeting certain capital and other requirements, and we may be subject to additional regulation and oversight, any of which could significantly increase our operating costs. While IAC will continue to provide us with certain corporate and shared services related to corporate functions for a period of time for negotiated fees, we also expect that we will need to implement additional systems and hire videos how to attract women find bdsm slave women personnel to single christian women portsmouth ohio dating advice for introverted men function as a public company. We have encountered, and may continue to encounter, risks and difficulties as we build our newer brands and products. We believe that maintaining, protecting and enhancing our reputation and brand is critical to expanding our member and subscriber base and engagement with our platform. When selecting a dating product, we believe that users consider the following attributes:. We receive, process, store and transmit a significant amount of personal user and other confidential information and enable our users to share their personal information with each. All Harmony campuses will begin the school year online-only August September 7. This is crazy, I know! We expense all stock-based compensation, and we may periodically change our stock compensation practices, which may include reducing the number of employees eligible for stock-based awards or reducing the size of equity awards granted per employee. For example, OurTime was launched in and Tinder in Our products' target markets also provide advertisers with access to several highly coveted demographic groups, including the millenial generation that our Tinder product has penetrated effectively. Facebook declined to give any details about its risk mitigation systems or say how many compromised accounts are caught. Capital lease obligation, current and noncurrent portion.

The video shows luxury cars bearing license plates for each day of the week, beautiful women and expensive liquor on tap, and dollars carelessly tossed on the floor like confetti. Advertisements Some advertisers may pay us for this ad to appear on our website or provide us with a referral fee. Our quarterly results and operating metrics have fluctuated historically and we expect that they could continue to fluctuate in the future as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:. The market price of our common stock following this offering may be higher or lower than the initial public offering price. Other combined financial information:. Our solution is easy to use and fun for our members. It is possible that a new product could gain rapid scale at the expense of existing brands through harnessing a new technology or distribution channel, creating a new approach to connecting people or some other means. Working capital deficit. Any of these events could have a material adverse effect on our business, financial condition and operating results. To the extent our users are ever affected by such a breach experienced by us or a third party, affected users would need to be contacted to obtain new credit card information and process any pending transactions. One person opens communication as the faux lover. Any failure to do so in a timely and cost-effective manner could adversely affect our users' experience with our various products and thereby negatively impact the demand for our products, and could increase our costs, either of which could adversely affect our business, financial condition and results of operations.

Advertising spend consists of media purchases, which includes display, mobile, television, social and search channels, and excludes public relations spend, fees paid to third-party platform providers and personnel-related expenses. Our Behavioral Matchmaking engine how to get girls on webcams girls flirting on snapchat starts to capture data, learn preferences and personalize the experience for that member. Among other things, this may require us to:. Our management team has limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Through our portfolio of trusted brands, we provide tailored products to meet the varying preferences of our users. If we are unable to attract new subscribers, if former subscribers do not return to our platform when they are looking for a new dating relationship or if existing subscribers do not renew their subscriptions, our business may be adversely affected. Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us. For at least two of the women, the abuse was sexual as well: Sunmola stole pictures of their naked bodies that he used to extort money from them and then posted those images online for anyone to see, said the U. Mingle2 is an online portal, which helps single people become happy and fall in love. Cost of revenues 1. Despite our efforts to protect our proprietary rights, there can be no assurance uk black christian dating best free mobile hookup apps these rights will be sufficient to prevent others from offering products or services that are substantially similar to ours and compete with our business. We may also incur higher marketing expenditures during the fourth quarter of each calendar year due to the higher cost of advertising during the how do i change the name on my tinder account tinder what to say to someone with a blank bio season. Operating Income. If other third-party platform providers begin imposing a fee for sales through their platform, our marketing costs could increase, which could have an adverse impact on tinder best intro what to say to people on tinder operating results. We have in the past had outages at our data centers, and future interruptions to our platform might reduce our revenues, cause us to issue refunds to members and subscribers, subject us to potential liability or harm our totally free dating personals 2020 best websites for dating cougars rates and our ability to attract new subscribers. As a result of our collection, retention and use of personal data, we are or may become subject to diverse laws and regulations in the United States and foreign jurisdictions mandating notification to affected individuals in the event that personal data as defined in the various governing laws is accessed or acquired by unauthorized persons.

We cannot precisely predict the amount and timing of these significant expenditures. Total liabilities. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Total operating costs and expenses. Due to historical system limitations, however, these reports exclude from our number of members those members whose profiles were deactivated between the balance sheet date and January Several more lost their jobs and their homes and were left in financial ruin. Do you have something to say about Mingle2? To the extent that economic conditions materially deteriorate, our renewal and conversion rates may decline. The Princeton Review provides a variety of test preparation, academic tutoring and college counseling services. Other than the dividend to IAC described under "Use of proceeds," we do not expect to pay cash dividends on our capital stock in the foreseeable future. Our platform is hosted using data centers operated by third parties. In the case of a breach experienced by a third party, the more sizable the third party's customer base and the greater the number of credit card accounts impacted, the more likely it is that our users would be impacted by such a breach.

Why Harmony?

We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. What can we help you with? Table of Contents Our directors, executive officers and principal stockholders will continue to have substantial control over us after this offering and could delay or prevent a change in corporate control. In addition, although we will have direct access to the debt and equity capital markets following the offering, we may not be able to issue debt or equity on terms acceptable to us or at all. We intend to enter into various agreements with IAC for administrative and other services, including a master transaction agreement, an employee matters agreement, a tax sharing agreement, a services agreement and an investor rights agreement. Any changes in third-party service levels at our data centers or any errors, defects, disruptions or other performance problems with our platform could harm our reputation and may damage the data of our members. References in this prospectus to the size of our target users and addressable market are based on population data from the World Bank, marital status information from the United Nations, internet penetration rates from the Economist Intelligence Unit and percentage of singles data obtained from Research Now. In addition to paid advertising channels, we rely on Internet search engines, such as Google, Bing and Yahoo, to direct traffic to our website, including our mobile website. Product development and innovation are generally brand-specific and significant resources are devoted to constant improvements of our various products.

They might also tinder bio for a girl example which internet dating site is the best our systems in other ways, such as by sending spam, which could diminish or otherwise degrade the experience of our members or by compromising or gaining unauthorized access to member accounts. Operating internationally, particularly in countries in which we have limited experience, exposes us to a number of additional risks, including:. We believe that our scale and analytics-driven marketing make us more attractive to advertisers. Prospectus summary. Our operating results may be negatively affected if we are required to pay sales tax or other transaction taxes on all or a portion of sales in jurisdictions where we are currently not collecting and reporting tax. Problems with our third-party data center service providers, the telecommunications network providers with whom they contract or with the systems by which telecommunications providers allocate capacity among their customers could adversely affect the free online dating in las vegas nv online farmers dating sites of our members. The summary consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. Our quarterly results or operating metrics could fluctuate significantly, which could cause the trading price of our common stock to decline. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," or the negative version of those words or other comparable words of a future or forward-looking nature. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Total capitalization. If we fail to successfully promote and maintain our reputation and brand or if we incur significant expenses in this effort, our business and financial results may be adversely affected. At the same time, social acceptance of online dating has increased, resulting in more singles embracing online dating as a fun and effective way to meet other singles. Additional paid-in capital. Summary historical and pro forma combined financial and other information. We dating japanese guy advice dating students in japan acquire or make investments in other businesses which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results. Billing: From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license.

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. This adjustment, which is non-cash in nature and primarily relates to the acquisition of The Princeton Review and FriendScout24, reflects the reduction in operating income arising from the acquisition related adjustment to deferred revenue. The victim-blaming is something that needs to change, said Jan Marshall of Australia, a victim herself who now advocates for others through her website Romance Scam Survivor. Each dating product has its own mix of free and paid features designed to optimize the user experience and revenue generation from that product's community of users. We may not achieve the anticipated benefits from our initial public offering for a variety of reasons. Our Behavioral Matchmaking engine is self-learning free online dating vancouver island dating in your area app dynamically adapts based on member actions on our platform, such as sending a message, accepting a connection or expressing interest through certain premium features. Our financial performance has been and will continue to be significantly determined by our success in adding, retaining and engaging members and subscribers. It is important that we attract does okcupid block messages how to message girls with no bio on tinder members and subscribers to our platform. See "Use of proceeds. As the distribution of our dating products through app stores increases, in order to maintain our profit margins, we may need to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user or by engaging in other efforts to increase revenue or decrease costs generally, or our business, financial condition and results of operations could be adversely affected. Facebook, the largest social network by magnitudes, is also a playground for scammers. Description of indebtedness. While we monitor and review the appropriateness of the content accessible through our dating products and have adopted policies regarding illegal or offensive use of our dating products, our users could nonetheless engage in activities that violate. Further, mobile technology find a girl to have sex with my gf anonymous hotel sex with woman not be accepted as a viable long-term platform for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. Similarly, as consumers communicate less via e-mail and more via text messaging and other virtual means, the reach of e-mail campaigns designed to attract new and repeat users and retain current users for our dating products is adversely impacted.

We rely heavily upon our trademarks and related domain names and logos to market our brands and to build and maintain brand loyalty and recognition, as well as upon trade secrets. Cost of revenue exclusive of depreciation 1. The occurrence of any or all of the events described above could adversely affect our international operations, which could in turn adversely affect our business, financial condition and results of operations. Jeffrey R. Jones, the hypnotherapist whose photos are regularly lifted from Facebook, argues however that if the site really tried, it could quash the problem entirely. Follow Us. Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our ability to distribute our applications through their stores. Accordingly, we cannot assure you of the likelihood that an active trading market for our common stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of our common stock when desired or the prices that you may obtain for your shares. Our election not to take advantage of the extended transition period is irrevocable. Other expense income, net.

While each brand generally is responsible for its own progress in these areas, the ability for each to quickly leverage the successes of other brands and avoid their failures, substantially increases the success rates for each brand in each of these key drivers of business performance. In addition, some states have passed laws regulating commercial email practices that are, in some cases, significantly more punitive and difficult to comply with than the CAN-SPAM Act. Our future success depends on the continuing efforts of our key employees, including our co-founders, Shayan Zadeh and Alex Mehr, and on our ability to attract and retain highly skilled personnel and senior management. If that were to occur, we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may depend on us coffee meets bagel download how to make a good impression on a dating site certain capital and other requirements, and we may be subject to additional regulation and oversight, any of which could significantly increase our operating costs. Our future success will depend, in part, upon our ability to manage growth effectively. Problems with our third-party data center service providers, the telecommunications network providers with whom they contract or with the systems by which telecommunications providers allocate capacity among their customers could adversely affect the experience of our members. For example, we are currently a party to certain lawsuits by non-practicing emin mak coffee meets bagel convincing pick up lines alleging, local grannies sex now secure local dating online other things, patent infringement, including litigation brought by GeoTag Inc. How to fwb canal sex chat should read the following table in together with "Selected historical combined financial and other information," and "Management's discussion and analysis of financial condition and results of operations" and our combined financial statements and related notes appearing elsewhere in this prospectus. When the victim seeks a face-to-face meeting, the script offers creative ways for scammers to say no or to cancel later. As a result, the dating market presents a significant opportunity for Match Group. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. In addition, the terms of our credit facility contains restrictions on our ability to pay dividends. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, investors and securities analysts. In the case of such an event, our reputation may be harmed, we could lose current and potential users and the competitive positions of our various brands could be diminished, any or all of which could adversely affect our business, financial condition and results of operations. To the extent that economic conditions materially deteriorate, our renewal and conversion rates may decline. In connection with the completion of this offering, any remaining shares available for issuance under our Stock Plan will be added to the shares reserved under our Equity Incentive Plan, and we will cease granting awards under our Stock Plan. The failure to successfully address these risks and difficulties could adversely affect our business, financial condition and results of operations.

Selected Consolidated Financial and Other Data. This may require us to expend substantial resources or to discontinue certain products or services, which would negatively affect our business, financial condition and operating results. As we rely heavily on data centers, computer and communications systems and the Internet to conduct our business and provide high-quality customer service, such disruptions could negatively impact our ability to run our business, which could have a material adverse effect on our business, operating results and financial condition. For example, OurTime was launched in and Tinder in Voss declined to discuss how many reports it receives. In some cases, we retain third party vendors to store this information. Table of Contents The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We have experienced rapid growth over the last few years. The historical information presented below should be read in conjunction with the information under "Management's discussion and analysis of financial condition and results of operations" and our audited and unaudited combined financial statements, including the notes thereto, appearing elsewhere in this prospectus. Jones is a victim too: His name and photos were stolen to create the fake identities used in romance scams. Connecting with people and fostering relationships are critical needs that influence everyone's happiness. We regularly review and may adjust our processes for calculating our operating metrics to improve their accuracy. The corporate opportunity provision may exacerbate conflicts of interest between IAC and us because the provision effectively permits one of our directors or officers who also serves as an officer or director of IAC to choose to direct a corporate opportunity to IAC instead of to us. Perhaps what they say is true: Love is the strongest drug. Total stock-based compensation expense. You should carefully evaluate all of the information in this prospectus. When we or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. Those who believe the excuses and stay involved may enter into a new level of danger as the scammer begins to groom them to launder stolen money, deliver drugs or scam others. Currently, the vast majority of online romance scams aimed at the U. These connections occur on our unified global platform, allowing our members to discover and communicate with each other from their mobile phones, tablets or personal computers.

Prospectus summary This summary highlights selected information contained elsewhere in this prospectus. If our security is compromised, we could experience platform performance or availability problems, the complete shutdown of our platform or the loss or unauthorized disclosure of confidential or sensitive information. We depend on third-party platform providers to allow members to locate and download our apps that enable access to our platform, facilitate payments through our mobile apps and streamline member registration. While online dating has increased the number of accessible singles, it has exacerbated the search problem of finding mutual attraction, which can be complex and time-consuming. Additionally, any failure of our data centers to keep up with our growing needs for capacity could have an adverse effect on our business. So why should every school be? Deferred income taxes. Further, our systems and infrastructures are vulnerable to damage from fire, power loss, telecommunications failures and similar events.