|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Quarterly Period Ended June 30, 2016
|
|
Or
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from__________to__________
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
59-2712887
(I.R.S. Employer
Identification No.)
|
555 West 18
th
Street, New York, New York 10011
(Address of registrant's principal executive offices)
|
||
(212) 314-7300
(Registrant's telephone number, including area code)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
Smaller reporting company
o
|
Common Stock
|
73,786,540
|
|
Class B Common Stock
|
5,789,499
|
|
Total outstanding Common Stock
|
79,576,039
|
|
|
|
Page
Number
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,245,984
|
|
|
$
|
1,481,447
|
|
Marketable securities
|
79,208
|
|
|
39,200
|
|
||
Accounts receivable, net of allowance of $16,802 and $16,528, respectively
|
189,491
|
|
|
250,077
|
|
||
Other current assets
|
278,185
|
|
|
174,286
|
|
||
Total current assets
|
1,792,868
|
|
|
1,945,010
|
|
||
|
|
|
|
||||
Property and equipment, net of accumulated depreciation and amortization of $312,916 and $284,494, respectively
|
306,999
|
|
|
302,817
|
|
||
Goodwill
|
1,937,675
|
|
|
2,245,364
|
|
||
Intangible assets, net
|
395,262
|
|
|
440,828
|
|
||
Long-term investments
|
127,318
|
|
|
137,386
|
|
||
Other non-current assets
|
99,900
|
|
|
117,286
|
|
||
TOTAL ASSETS
|
$
|
4,660,022
|
|
|
$
|
5,188,691
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
50,000
|
|
|
$
|
40,000
|
|
Accounts payable, trade
|
61,749
|
|
|
86,883
|
|
||
Deferred revenue
|
285,733
|
|
|
258,412
|
|
||
Accrued expenses and other current liabilities
|
294,724
|
|
|
383,251
|
|
||
Total current liabilities
|
692,206
|
|
|
768,546
|
|
||
|
|
|
|
||||
Long-term debt, net of current portion
|
1,655,259
|
|
|
1,726,954
|
|
||
Income taxes payable
|
33,083
|
|
|
33,692
|
|
||
Deferred income taxes
|
259,738
|
|
|
348,773
|
|
||
Other long-term liabilities
|
82,382
|
|
|
64,510
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
38,421
|
|
|
30,391
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000,000 shares; issued 255,255,243 and 254,014,976 shares, respectively and outstanding 73,752,254 and 77,245,709 shares, respectively
|
255
|
|
|
254
|
|
||
Class B convertible common stock $.001 par value; authorized 400,000,000 shares; issued 16,157,499 shares and outstanding 5,789,499 shares
|
16
|
|
|
16
|
|
||
Additional paid-in capital
|
11,862,670
|
|
|
11,486,315
|
|
||
Retained earnings
|
144,901
|
|
|
331,394
|
|
||
Accumulated other comprehensive loss
|
(117,407
|
)
|
|
(152,103
|
)
|
||
Treasury stock 191,870,989 and 187,137,267 shares, respectively
|
(10,075,985
|
)
|
|
(9,861,350
|
)
|
||
Total IAC shareholders' equity
|
1,814,450
|
|
|
1,804,526
|
|
||
Noncontrolling interests
|
84,483
|
|
|
411,299
|
|
||
Total shareholders' equity
|
1,898,933
|
|
|
2,215,825
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
4,660,022
|
|
|
$
|
5,188,691
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
745,439
|
|
|
$
|
771,132
|
|
|
$
|
1,564,618
|
|
|
$
|
1,543,644
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
170,397
|
|
|
177,963
|
|
|
364,131
|
|
|
364,700
|
|
||||
Selling and marketing expense
|
295,525
|
|
|
324,710
|
|
|
677,866
|
|
|
687,192
|
|
||||
General and administrative expense
|
152,135
|
|
|
129,349
|
|
|
288,377
|
|
|
244,143
|
|
||||
Product development expense
|
49,911
|
|
|
46,430
|
|
|
105,741
|
|
|
91,687
|
|
||||
Depreciation
|
17,575
|
|
|
15,500
|
|
|
33,370
|
|
|
31,068
|
|
||||
Amortization of intangibles
|
36,975
|
|
|
14,411
|
|
|
50,795
|
|
|
26,966
|
|
||||
Goodwill impairment
|
275,367
|
|
|
—
|
|
|
275,367
|
|
|
—
|
|
||||
Total operating costs and expenses
|
997,885
|
|
|
708,363
|
|
|
1,795,647
|
|
|
1,445,756
|
|
||||
Operating (loss) income
|
(252,446
|
)
|
|
62,769
|
|
|
(231,029
|
)
|
|
97,888
|
|
||||
Interest expense
|
(27,644
|
)
|
|
(15,214
|
)
|
|
(55,504
|
)
|
|
(29,278
|
)
|
||||
Other (expense) income, net
|
(7,192
|
)
|
|
(1,638
|
)
|
|
8,705
|
|
|
5,350
|
|
||||
(Loss) earnings from continuing operations before income taxes
|
(287,282
|
)
|
|
45,917
|
|
|
(277,828
|
)
|
|
73,960
|
|
||||
Income tax benefit
|
96,740
|
|
|
11,968
|
|
|
95,220
|
|
|
5,788
|
|
||||
(Loss) earnings from continuing operations
|
(190,542
|
)
|
|
57,885
|
|
|
(182,608
|
)
|
|
79,748
|
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
(28
|
)
|
||||
Net (loss) earnings
|
(190,542
|
)
|
|
57,732
|
|
|
(182,608
|
)
|
|
79,720
|
|
||||
Net (earnings) loss attributable to noncontrolling interests
|
(4,233
|
)
|
|
1,573
|
|
|
(3,885
|
)
|
|
5,990
|
|
||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(194,775
|
)
|
|
$
|
59,305
|
|
|
$
|
(186,493
|
)
|
|
$
|
85,710
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
|
|||||||||
Basic (loss) earnings
per share from continuing operations
|
$
|
(2.45
|
)
|
|
$
|
0.72
|
|
|
$
|
(2.31
|
)
|
|
$
|
1.03
|
|
Diluted (loss) earnings per share from continuing operations
|
$
|
(2.45
|
)
|
|
$
|
0.68
|
|
|
$
|
(2.31
|
)
|
|
$
|
0.98
|
|
Basic (loss) earnings
per share
|
$
|
(2.45
|
)
|
|
$
|
0.72
|
|
|
$
|
(2.31
|
)
|
|
$
|
1.03
|
|
Diluted (loss) earnings
per share
|
$
|
(2.45
|
)
|
|
$
|
0.68
|
|
|
$
|
(2.31
|
)
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
—
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
694
|
|
|
$
|
294
|
|
|
$
|
1,307
|
|
|
$
|
539
|
|
Selling and marketing expense
|
1,690
|
|
|
3,119
|
|
|
3,561
|
|
|
4,842
|
|
||||
General and administrative expense
|
20,516
|
|
|
20,039
|
|
|
41,709
|
|
|
34,637
|
|
||||
Product development expense
|
4,864
|
|
|
2,497
|
|
|
12,372
|
|
|
4,842
|
|
||||
Total stock-based compensation expense
|
$
|
27,764
|
|
|
$
|
25,949
|
|
|
$
|
58,949
|
|
|
$
|
44,860
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net (loss) earnings
|
$
|
(190,542
|
)
|
|
$
|
57,732
|
|
|
$
|
(182,608
|
)
|
|
$
|
79,720
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
(a)
|
(3,341
|
)
|
|
8,613
|
|
|
12,404
|
|
|
(48,001
|
)
|
||||
Change in unrealized gains and losses of available-for-sale securities (net of tax benefits of $482 and $783 for the three and six months ended June 30, 2016, respectively, and net of tax benefits of $126 and $182 for the three and six months ended June 30, 2015, respectively)
(b)
|
(3,782
|
)
|
|
3,615
|
|
|
1,655
|
|
|
4,249
|
|
||||
Total other comprehensive (loss) income, net of tax
|
(7,123
|
)
|
|
12,228
|
|
|
14,059
|
|
|
(43,752
|
)
|
||||
Comprehensive (loss) income
|
(197,665
|
)
|
|
69,960
|
|
|
(168,549
|
)
|
|
35,968
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(3,553
|
)
|
|
2,323
|
|
|
(4,379
|
)
|
|
7,147
|
|
||||
Comprehensive (loss) income attributable to IAC shareholders
|
$
|
(201,218
|
)
|
|
$
|
72,283
|
|
|
$
|
(172,928
|
)
|
|
$
|
43,115
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Class B
Convertible
Common
Stock $.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
Common
Stock $.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings
|
|
|
Treasury
Stock
|
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||||||||||||
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
|
|
||||||||||||||||||||||||||||||||||||||||
Balance of December 31, 2015
|
$
|
30,391
|
|
|
|
$
|
254
|
|
|
254,015
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,486,315
|
|
|
$
|
331,394
|
|
|
$
|
(152,103
|
)
|
|
$
|
(9,861,350
|
)
|
|
$
|
1,804,526
|
|
|
$
|
411,299
|
|
|
$
|
2,215,825
|
|
Net (loss) earnings for the six months ended June 30, 2016
|
(2,584
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186,493
|
)
|
|
—
|
|
|
—
|
|
|
(186,493
|
)
|
|
6,469
|
|
|
(180,024
|
)
|
||||||||||
Other comprehensive income, net of tax
|
22
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,565
|
|
|
—
|
|
|
13,565
|
|
|
472
|
|
|
14,037
|
|
||||||||||
Stock-based compensation expense
|
816
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,937
|
|
|
26,510
|
|
|
54,447
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,240
|
|
|
—
|
|
|
—
|
|
|
(12,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,704
|
)
|
|
—
|
|
|
(12,704
|
)
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,327
|
|
|
—
|
|
|
20,327
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,635
|
)
|
|
(214,635
|
)
|
|
—
|
|
|
(214,635
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(2,411
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
13,388
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,966
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,966
|
)
|
|
—
|
|
|
(12,966
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,857
|
|
|
2,857
|
|
||||||||||
Reallocation of shareholders' equity balances related to the noncontrolling interests created in the Match Group initial public offering
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342,507
|
|
|
—
|
|
|
21,131
|
|
|
—
|
|
|
363,638
|
|
|
(363,638
|
)
|
|
—
|
|
||||||||||
Changes in noncontrolling interests of Match Group due to the issuance of its common stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
937
|
|
|
—
|
|
||||||||||
Noncontrolling interests created in a recent acquisition
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,222
|
|
|
—
|
|
|
12,222
|
|
||||||||||
Other
|
(1,201
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(423
|
)
|
|
(453
|
)
|
||||||||||
Balance as of June 30, 2016
|
$
|
38,421
|
|
|
|
$
|
255
|
|
|
255,255
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,862,670
|
|
|
$
|
144,901
|
|
|
$
|
(117,407
|
)
|
|
$
|
(10,075,985
|
)
|
|
$
|
1,814,450
|
|
|
$
|
84,483
|
|
|
$
|
1,898,933
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
||||
(Loss) earnings from continuing operations
|
$
|
(182,608
|
)
|
|
$
|
79,748
|
|
Adjustments to reconcile (loss) earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
||||
Stock-based compensation expense
|
58,949
|
|
|
44,860
|
|
||
Depreciation
|
33,370
|
|
|
31,068
|
|
||
Amortization of intangibles
|
50,795
|
|
|
26,966
|
|
||
Goodwill impairment
|
275,367
|
|
|
—
|
|
||
Excess tax benefits from stock-based awards
|
(21,871
|
)
|
|
(36,465
|
)
|
||
Deferred income taxes
|
(90,902
|
)
|
|
7,260
|
|
||
Equity in losses of unconsolidated affiliates
|
414
|
|
|
477
|
|
||
Acquisition-related contingent consideration fair value adjustments
|
10,470
|
|
|
(16,946
|
)
|
||
Gains on sale of businesses and investments, net
|
(13,137
|
)
|
|
(144
|
)
|
||
Other adjustments, net
|
20,869
|
|
|
9,013
|
|
||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
47,855
|
|
|
2,710
|
|
||
Other assets
|
(20,053
|
)
|
|
(6,458
|
)
|
||
Accounts payable and other current liabilities
|
(88,150
|
)
|
|
(33,413
|
)
|
||
Income taxes payable
|
(48,028
|
)
|
|
(63,304
|
)
|
||
Deferred revenue
|
32,589
|
|
|
40,407
|
|
||
Net cash provided by operating activities attributable to continuing operations
|
65,929
|
|
|
85,779
|
|
||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(2,524
|
)
|
|
(43,286
|
)
|
||
Capital expenditures
|
(35,133
|
)
|
|
(26,816
|
)
|
||
Purchase of time deposits
|
(87,500
|
)
|
|
—
|
|
||
Proceeds from maturities of time deposits
|
87,500
|
|
|
—
|
|
||
Proceeds from maturities and sales of marketable debt securities
|
32,500
|
|
|
14,613
|
|
||
Purchases of marketable debt securities
|
(79,366
|
)
|
|
(93,134
|
)
|
||
Purchases of investments
|
(5,056
|
)
|
|
(12,840
|
)
|
||
Net proceeds from the sale of businesses and investments
|
103,735
|
|
|
6,203
|
|
||
Other, net
|
4,815
|
|
|
2,396
|
|
||
Net cash provided by (used in) investing activities attributable to continuing operations
|
18,971
|
|
|
(152,864
|
)
|
||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
||||
Purchase of treasury stock
|
(214,635
|
)
|
|
(200,000
|
)
|
||
Proceeds from Match Group 2016 Senior Notes offering
|
400,000
|
|
|
—
|
|
||
Principal payments on Match Group Term Loan
|
(410,000
|
)
|
|
—
|
|
||
Debt issuance costs
|
(4,621
|
)
|
|
—
|
|
||
Repurchase of Senior Notes
|
(61,110
|
)
|
|
—
|
|
||
Dividends
|
—
|
|
|
(56,729
|
)
|
||
Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes
|
(13,097
|
)
|
|
(20,656
|
)
|
||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes
|
2,176
|
|
|
—
|
|
||
Excess tax benefits from stock-based awards
|
21,871
|
|
|
36,465
|
|
||
Purchase of noncontrolling interests
|
(2,411
|
)
|
|
(15,338
|
)
|
||
Acquisition-related contingent consideration payments
|
(2,150
|
)
|
|
(5,705
|
)
|
||
Increase in restricted cash related to bond redemptions
|
(30,002
|
)
|
|
—
|
|
||
Other, net
|
(488
|
)
|
|
430
|
|
||
Net cash used in financing activities attributable to continuing operations
|
(314,467
|
)
|
|
(261,533
|
)
|
||
Total cash used in continuing operations
|
(229,567
|
)
|
|
(328,618
|
)
|
||
Total cash used in discontinued operations
|
—
|
|
|
(243
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(5,896
|
)
|
|
(5,135
|
)
|
||
Net decrease in cash and cash equivalents
|
(235,463
|
)
|
|
(333,996
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,481,447
|
|
|
990,405
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,245,984
|
|
|
$
|
656,409
|
|
|
(In thousands)
|
|
Weighted-Average Useful Life
(Years)
|
||
Indefinite-lived trade name
|
$
|
66,300
|
|
|
Indefinite
|
Customer relationships
|
10,100
|
|
|
Less than 1
|
|
New registrants
|
3,100
|
|
|
Less than 1
|
|
Non-compete agreement
|
3,000
|
|
|
5
|
|
Developed technology
|
1,600
|
|
|
2
|
|
Total intangible assets acquired
|
$
|
84,100
|
|
|
|
|
Three Months Ended
June 30, 2015
|
|
Six Months Ended
June 30, 2015
|
||||
|
(In thousands, except
per share data)
|
||||||
Revenue
|
$
|
790,486
|
|
|
$
|
1,575,155
|
|
Net earnings attributable to IAC shareholders
|
$
|
62,746
|
|
|
$
|
89,947
|
|
Basic earnings per share attributable to IAC shareholders
|
$
|
0.76
|
|
|
$
|
1.08
|
|
Diluted earnings per share attributable to IAC shareholders
|
$
|
0.72
|
|
|
$
|
1.02
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
1,937,675
|
|
|
$
|
2,245,364
|
|
Intangible assets with indefinite lives
|
336,078
|
|
|
380,137
|
|
||
Intangible assets with definite lives, net
|
59,184
|
|
|
60,691
|
|
||
Total goodwill and intangible assets, net
|
$
|
2,332,937
|
|
|
$
|
2,686,192
|
|
|
Balance at
December 31, 2015 |
|
Additions
|
|
Deductions
|
|
Impairment
|
|
Foreign
Exchange Translation |
|
Balance at
June 30, 2016 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,293,109
|
|
|
$
|
603
|
|
|
$
|
(2,983
|
)
|
|
$
|
—
|
|
|
$
|
16,448
|
|
|
$
|
1,307,177
|
|
HomeAdvisor
|
150,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
150,354
|
|
||||||
Publishing
|
277,192
|
|
|
—
|
|
|
(1,968
|
)
|
|
(275,367
|
)
|
|
143
|
|
|
—
|
|
||||||
Applications
|
447,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
||||||
Video
|
15,590
|
|
|
9,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,239
|
|
||||||
Other
|
61,980
|
|
|
—
|
|
|
(55,117
|
)
|
|
—
|
|
|
800
|
|
|
7,663
|
|
||||||
Total
|
$
|
2,245,364
|
|
|
$
|
10,252
|
|
|
$
|
(60,068
|
)
|
|
$
|
(275,367
|
)
|
|
$
|
17,494
|
|
|
$
|
1,937,675
|
|
|
Balance at
December 31, 2014 |
|
Additions
|
|
Impairment
|
|
Foreign
Exchange Translation |
|
Allocation of IAC's former Search & Applications Segment Goodwill Based on Relative Fair Value
|
|
Balance at
December 31, 2015 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Search & Applications
(a)
|
$
|
774,822
|
|
|
$
|
1,450
|
|
|
$
|
—
|
|
|
$
|
(1,230
|
)
|
|
$
|
(775,042
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Match Group
|
791,474
|
|
|
547,910
|
|
|
—
|
|
|
(46,275
|
)
|
|
—
|
|
|
1,293,109
|
|
||||||
HomeAdvisor
|
151,321
|
|
|
—
|
|
|
—
|
|
|
(1,070
|
)
|
|
—
|
|
|
150,251
|
|
||||||
Publishing
|
—
|
|
|
3,504
|
|
|
—
|
|
|
963
|
|
|
272,725
|
|
|
277,192
|
|
||||||
Applications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
|
447,242
|
|
||||||
Video
|
15,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,590
|
|
||||||
Other
|
21,719
|
|
|
—
|
|
|
(14,056
|
)
|
|
(758
|
)
|
|
55,075
|
|
|
61,980
|
|
||||||
Total
|
$
|
1,754,926
|
|
|
$
|
552,864
|
|
|
$
|
(14,056
|
)
|
|
$
|
(48,370
|
)
|
|
$
|
—
|
|
|
$
|
2,245,364
|
|
|
June 30, 2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Trade names
|
$
|
65,746
|
|
|
$
|
(42,385
|
)
|
|
$
|
23,361
|
|
|
3.2
|
Content
|
62,082
|
|
|
(53,228
|
)
|
|
8,854
|
|
|
4.1
|
|||
Technology
|
56,474
|
|
|
(39,205
|
)
|
|
17,269
|
|
|
3.3
|
|||
Customer lists
|
28,443
|
|
|
(22,709
|
)
|
|
5,734
|
|
|
2.2
|
|||
Advertiser and supplier relationships and other
|
10,346
|
|
|
(6,380
|
)
|
|
3,966
|
|
|
4.3
|
|||
Total
|
$
|
223,091
|
|
|
$
|
(163,907
|
)
|
|
$
|
59,184
|
|
|
3.4
|
|
December 31, 2015
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Content
|
$
|
62,082
|
|
|
$
|
(48,937
|
)
|
|
$
|
13,145
|
|
|
4.1
|
Technology
|
55,487
|
|
|
(37,012
|
)
|
|
18,475
|
|
|
3.2
|
|||
Trade names
|
32,123
|
|
|
(26,268
|
)
|
|
5,855
|
|
|
2.5
|
|||
Customer lists
|
28,836
|
|
|
(13,078
|
)
|
|
15,758
|
|
|
2.1
|
|||
Advertiser and supplier relationships and other
|
15,709
|
|
|
(8,251
|
)
|
|
7,458
|
|
|
4.2
|
|||
Total
|
$
|
194,237
|
|
|
$
|
(133,546
|
)
|
|
$
|
60,691
|
|
|
3.3
|
For the twelve months ending June 30,
|
(In thousands)
|
||
2017
|
$
|
32,581
|
|
2018
|
14,896
|
|
|
2019
|
7,044
|
|
|
2020
|
4,463
|
|
|
2021
|
200
|
|
|
Total
|
$
|
59,184
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
29,614
|
|
|
$
|
45
|
|
|
$
|
(15
|
)
|
|
$
|
29,644
|
|
Treasury discount notes
|
44,949
|
|
|
23
|
|
|
—
|
|
|
44,972
|
|
||||
Total debt securities
|
74,563
|
|
|
68
|
|
|
(15
|
)
|
|
74,616
|
|
||||
Equity security
|
4,385
|
|
|
207
|
|
|
—
|
|
|
4,592
|
|
||||
Total marketable securities
|
$
|
78,948
|
|
|
$
|
275
|
|
|
$
|
(15
|
)
|
|
$
|
79,208
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
27,765
|
|
|
$
|
—
|
|
|
$
|
(187
|
)
|
|
$
|
27,578
|
|
Equity security
|
8,659
|
|
|
2,963
|
|
|
—
|
|
|
11,622
|
|
||||
Total marketable securities
|
$
|
36,424
|
|
|
$
|
2,963
|
|
|
$
|
(187
|
)
|
|
$
|
39,200
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
(In thousands)
|
||||||
Due in one year or less
|
$
|
69,536
|
|
|
$
|
69,551
|
|
Due after one year through five years
|
5,027
|
|
|
5,065
|
|
||
Total
|
$
|
74,563
|
|
|
$
|
74,616
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
$
|
44,216
|
|
|
$
|
8,563
|
|
|
$
|
54,216
|
|
|
$
|
14,613
|
|
Gross realized gains
|
3,125
|
|
|
5
|
|
|
3,125
|
|
|
5
|
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.
|
|
June 30, 2016
|
||||||||||||||
|
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
|
$
|
523,659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
523,659
|
|
Time deposits
|
—
|
|
|
125,192
|
|
|
—
|
|
|
125,192
|
|
||||
Treasury discount notes
|
62,496
|
|
|
—
|
|
|
—
|
|
|
62,496
|
|
||||
Commercial paper
|
—
|
|
|
93,989
|
|
|
—
|
|
|
93,989
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
29,644
|
|
|
—
|
|
|
29,644
|
|
||||
Treasury discount notes
|
44,972
|
|
|
—
|
|
|
—
|
|
|
44,972
|
|
||||
Equity security
|
4,592
|
|
|
—
|
|
|
—
|
|
|
4,592
|
|
||||
Total
|
$
|
635,719
|
|
|
$
|
248,825
|
|
|
$
|
—
|
|
|
$
|
884,544
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(45,526
|
)
|
|
$
|
(45,526
|
)
|
|
December 31, 2015
|
||||||||||||||
|
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
|
$
|
601,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
601,848
|
|
Time deposits
|
—
|
|
|
125,038
|
|
|
—
|
|
|
125,038
|
|
||||
Commercial paper
|
—
|
|
|
302,418
|
|
|
—
|
|
|
302,418
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
27,578
|
|
|
—
|
|
|
27,578
|
|
||||
Equity security
|
11,622
|
|
|
—
|
|
|
—
|
|
|
11,622
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Auction rate security
|
—
|
|
|
—
|
|
|
4,050
|
|
|
4,050
|
|
||||
Marketable equity security
|
7,542
|
|
|
—
|
|
|
—
|
|
|
7,542
|
|
||||
Total
|
$
|
621,012
|
|
|
$
|
455,034
|
|
|
$
|
4,050
|
|
|
$
|
1,080,096
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33,873
|
)
|
|
$
|
(33,873
|
)
|
|
Three Months Ended June 30,
|
||||||||||
|
2016
|
|
2015
|
||||||||
|
Contingent
Consideration
Arrangements
|
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangements
|
||||||
|
(In thousands)
|
||||||||||
Balance at April 1
|
$
|
(37,243
|
)
|
|
$
|
6,190
|
|
|
$
|
(20,964
|
)
|
Total net (losses) gains:
|
|
|
|
|
|
|
|||||
Included in earnings:
|
|
|
|
|
|
||||||
Fair value adjustments
|
(6,801
|
)
|
|
—
|
|
|
9,950
|
|
|||
Foreign currency exchange losses
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Included in other comprehensive (loss) income
|
(3,375
|
)
|
|
440
|
|
|
384
|
|
|||
Fair value at date of acquisition
|
55
|
|
|
—
|
|
|
(26,749
|
)
|
|||
Settlements
|
1,838
|
|
|
—
|
|
|
5,525
|
|
|||
Balance at June 30
|
$
|
(45,526
|
)
|
|
$
|
6,630
|
|
|
$
|
(31,858
|
)
|
|
Six Months Ended June 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangements
|
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangements
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 1
|
$
|
4,050
|
|
|
$
|
(33,873
|
)
|
|
$
|
6,070
|
|
|
$
|
(30,140
|
)
|
Total net (losses) gains:
|
|
|
|
|
|
|
|
||||||||
Included in earnings:
|
|
|
|
|
|
|
|
||||||||
Fair value adjustments
|
—
|
|
|
(10,470
|
)
|
|
—
|
|
|
16,946
|
|
||||
Foreign currency exchange gains
|
—
|
|
|
—
|
|
|
—
|
|
|
626
|
|
||||
Included in other comprehensive income (loss)
|
5,950
|
|
|
(5,281
|
)
|
|
560
|
|
|
2,117
|
|
||||
Fair value at date of acquisition
|
|
|
|
1,948
|
|
|
—
|
|
|
(27,112
|
)
|
||||
Settlements
|
—
|
|
|
2,150
|
|
|
—
|
|
|
5,705
|
|
||||
Proceeds from sale
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at June 30
|
$
|
—
|
|
|
$
|
(45,526
|
)
|
|
$
|
6,630
|
|
|
$
|
(31,858
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long-term debt
|
$
|
(50,000
|
)
|
|
$
|
(52,025
|
)
|
|
$
|
(40,000
|
)
|
|
$
|
(39,850
|
)
|
Long-term debt, net of current portion
|
(1,655,259
|
)
|
|
(1,722,286
|
)
|
|
(1,726,954
|
)
|
|
(1,761,601
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Match Group Debt:
|
|
|
|
||||
6.375% Senior Notes due June 1, 2024 (the "2016 Match Group Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016
|
$
|
400,000
|
|
|
$
|
—
|
|
6.75% Senior Notes due December 15, 2022 (the "2015 Match Group Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016
|
445,172
|
|
|
445,172
|
|
||
Match Group Term Loan due November 16, 2022
(a)
|
390,000
|
|
|
800,000
|
|
||
Total Match Group long-term debt
|
1,235,172
|
|
|
1,245,172
|
|
||
Less: Current maturities of Match Group long-term debt
|
—
|
|
|
40,000
|
|
||
Less: Unamortized original issue discount and original issue premium, net
|
5,308
|
|
|
11,691
|
|
||
Less: Unamortized debt issuance costs
|
15,076
|
|
|
16,610
|
|
||
Total Match Group debt, net of current maturities
|
1,214,788
|
|
|
1,176,871
|
|
||
|
|
|
|
|
|
||
IAC Debt:
|
|
|
|
|
|
||
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commenced May 30, 2014
|
445,003
|
|
|
500,000
|
|
||
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013
|
48,619
|
|
|
54,732
|
|
||
Total IAC long-term debt
|
493,622
|
|
|
554,732
|
|
||
Less: Current portion of IAC long-term debt
|
50,000
|
|
|
—
|
|
||
Less: Unamortized debt issuance costs
|
3,151
|
|
|
4,649
|
|
||
Total IAC debt, net of current portion
|
440,471
|
|
|
550,083
|
|
||
|
|
|
|
||||
Total long-term debt, net of current portion
|
$
|
1,655,259
|
|
|
$
|
1,726,954
|
|
Year
|
|
Percentage
|
|
2019
|
|
104.781
|
%
|
2020
|
|
103.188
|
%
|
2021
|
|
101.594
|
%
|
2022 and thereafter
|
|
100.000
|
%
|
|
Three Months Ended June 30, 2016
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of April 1
|
$
|
(118,485
|
)
|
|
$
|
7,521
|
|
|
$
|
(110,964
|
)
|
Other comprehensive loss before reclassifications, net of tax benefit of $0.5 million related to unrealized losses on available-for-sale securities
|
(5,588
|
)
|
|
(683
|
)
|
|
(6,271
|
)
|
|||
Amounts reclassified to earnings
|
2,461
|
|
|
(2,633
|
)
|
(a)
|
(172
|
)
|
|||
Net current period other comprehensive loss
|
(3,127
|
)
|
|
(3,316
|
)
|
|
(6,443
|
)
|
|||
Balance as of June 30
|
$
|
(121,612
|
)
|
|
$
|
4,205
|
|
|
$
|
(117,407
|
)
|
|
Three Months Ended June 30, 2015
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of April 1
|
$
|
(143,182
|
)
|
|
$
|
(91
|
)
|
|
$
|
(143,273
|
)
|
Other comprehensive income, net of tax benefit of $0.2 million related to unrealized losses on available-for-sale securities
|
9,287
|
|
|
3,528
|
|
|
12,815
|
|
|||
Amounts reclassified to earnings related to unrealized losses on available-for-sale securities, net of a tax benefit of $0.1 million
|
—
|
|
|
163
|
|
|
163
|
|
|||
Net current period other comprehensive income
|
9,287
|
|
|
3,691
|
|
|
12,978
|
|
|||
Balance as of June 30
|
$
|
(133,895
|
)
|
|
$
|
3,600
|
|
|
$
|
(130,295
|
)
|
|
Six Months Ended June 30, 2016
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(154,645
|
)
|
|
$
|
2,542
|
|
|
$
|
(152,103
|
)
|
Other comprehensive income before reclassifications, net of tax benefit of $0.8 million related to unrealized losses on available-for-sale securities
|
1,594
|
|
|
4,754
|
|
|
6,348
|
|
|||
Amounts reclassified to earnings
|
9,850
|
|
|
(2,633
|
)
|
(b)
|
7,217
|
|
|||
Net current period other comprehensive income
|
11,444
|
|
|
2,121
|
|
|
13,565
|
|
|||
Reallocation of accumulated other comprehensive loss (income) related to the noncontrolling interests created in the Match Group initial public offering
|
21,589
|
|
|
(458
|
)
|
|
21,131
|
|
|||
Balance as of June 30
|
$
|
(121,612
|
)
|
|
$
|
4,205
|
|
|
$
|
(117,407
|
)
|
|
Six Months Ended June 30, 2015
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(86,848
|
)
|
|
$
|
(852
|
)
|
|
$
|
(87,700
|
)
|
Other comprehensive (loss) income, net of tax benefit of $0.3 million related to unrealized losses on available-for-sale securities
|
(47,047
|
)
|
|
4,289
|
|
|
(42,758
|
)
|
|||
Amounts reclassified to earnings related to unrealized losses on available-for-sale securities, net of a tax benefit of $0.1 million
|
—
|
|
|
$
|
163
|
|
|
163
|
|
||
Net current period other comprehensive (loss) income
|
(47,047
|
)
|
|
4,452
|
|
|
(42,595
|
)
|
|||
Balance as of June 30
|
$
|
(133,895
|
)
|
|
$
|
3,600
|
|
|
$
|
(130,295
|
)
|
|
Three Months Ended June 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings from continuing operations
|
$
|
(190,542
|
)
|
|
$
|
(190,542
|
)
|
|
$
|
57,885
|
|
|
$
|
57,885
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(4,233
|
)
|
|
(4,233
|
)
|
|
1,573
|
|
|
1,573
|
|
||||
Impact from Match Group's dilutive securities
(a)(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Loss) earnings from continuing operations attributable to IAC shareholders
|
(194,775
|
)
|
|
(194,775
|
)
|
|
59,458
|
|
|
59,458
|
|
||||
Loss from discontinued operations attributable to IAC shareholders
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
(153
|
)
|
||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(194,775
|
)
|
|
$
|
(194,775
|
)
|
|
$
|
59,305
|
|
|
$
|
59,305
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
79,523
|
|
|
79,523
|
|
|
82,416
|
|
|
82,416
|
|
||||
Dilutive securities including subsidiary denominated equity, stock options and RSUs
(c)(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,674
|
|
||||
Denominator for earnings per share—weighted average shares
(c)(d)
|
79,523
|
|
|
79,523
|
|
|
82,416
|
|
|
87,090
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share from continuing operations
|
$
|
(2.45
|
)
|
|
$
|
(2.45
|
)
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Loss) earnings per share
|
$
|
(2.45
|
)
|
|
$
|
(2.45
|
)
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings from continuing operations
|
$
|
(182,608
|
)
|
|
$
|
(182,608
|
)
|
|
$
|
79,748
|
|
|
$
|
79,748
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(3,885
|
)
|
|
(3,885
|
)
|
|
5,990
|
|
|
5,990
|
|
||||
Impact from Match Group's dilutive securities
(a)(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Loss) earnings from continuing operations attributable to IAC shareholders
|
(186,493
|
)
|
|
(186,493
|
)
|
|
85,738
|
|
|
85,738
|
|
||||
Loss from discontinued operations attributable to IAC shareholders
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(186,493
|
)
|
|
$
|
(186,493
|
)
|
|
$
|
85,710
|
|
|
$
|
85,710
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
80,775
|
|
|
80,775
|
|
|
82,932
|
|
|
82,932
|
|
||||
Dilutive securities including subsidiary denominated equity, stock options and RSUs
(c)(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,989
|
|
||||
Denominator for earnings per share—weighted average shares
(c)(d)
|
80,775
|
|
|
80,775
|
|
|
82,932
|
|
|
87,921
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share from continuing operations
|
$
|
(2.31
|
)
|
|
$
|
(2.31
|
)
|
|
$
|
1.03
|
|
|
$
|
0.98
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
(Loss) earnings per share
|
$
|
(2.31
|
)
|
|
$
|
(2.31
|
)
|
|
$
|
1.03
|
|
|
$
|
0.97
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
301,119
|
|
|
$
|
248,817
|
|
|
$
|
586,402
|
|
|
$
|
483,886
|
|
HomeAdvisor
|
130,173
|
|
|
94,150
|
|
|
241,662
|
|
|
169,994
|
|
||||
Publishing
|
85,291
|
|
|
154,447
|
|
|
251,293
|
|
|
333,472
|
|
||||
Applications
|
143,157
|
|
|
190,801
|
|
|
302,953
|
|
|
388,268
|
|
||||
Video
|
47,311
|
|
|
40,720
|
|
|
102,406
|
|
|
87,192
|
|
||||
Other
|
38,484
|
|
|
42,318
|
|
|
80,116
|
|
|
81,171
|
|
||||
Inter-segment eliminations
|
(96
|
)
|
|
(121
|
)
|
|
(214
|
)
|
|
(339
|
)
|
||||
Total
|
$
|
745,439
|
|
|
$
|
771,132
|
|
|
$
|
1,564,618
|
|
|
$
|
1,543,644
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
73,668
|
|
|
$
|
40,522
|
|
|
$
|
102,856
|
|
|
$
|
67,562
|
|
HomeAdvisor
|
11,910
|
|
|
1,589
|
|
|
13,824
|
|
|
(2,408
|
)
|
||||
Publishing
|
(316,934
|
)
|
|
10,160
|
|
|
(310,158
|
)
|
|
29,536
|
|
||||
Applications
|
18,921
|
|
|
52,631
|
|
|
46,599
|
|
|
91,537
|
|
||||
Video
|
(5,039
|
)
|
|
(10,457
|
)
|
|
(22,524
|
)
|
|
(30,926
|
)
|
||||
Other
|
(1,686
|
)
|
|
(399
|
)
|
|
(1,788
|
)
|
|
(940
|
)
|
||||
Corporate
|
(33,286
|
)
|
|
(31,277
|
)
|
|
(59,838
|
)
|
|
(56,473
|
)
|
||||
Total
|
$
|
(252,446
|
)
|
|
$
|
62,769
|
|
|
$
|
(231,029
|
)
|
|
$
|
97,888
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA:
(a)
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
100,120
|
|
|
$
|
63,448
|
|
|
$
|
164,706
|
|
|
$
|
96,698
|
|
HomeAdvisor
|
15,016
|
|
|
4,700
|
|
|
19,982
|
|
|
3,864
|
|
||||
Publishing
|
(11,845
|
)
|
|
17,337
|
|
|
(431
|
)
|
|
43,990
|
|
||||
Applications
|
29,082
|
|
|
49,095
|
|
|
60,140
|
|
|
94,644
|
|
||||
Video
|
(3,975
|
)
|
|
(12,135
|
)
|
|
(20,876
|
)
|
|
(31,841
|
)
|
||||
Other
|
(944
|
)
|
|
878
|
|
|
115
|
|
|
1,600
|
|
||||
Corporate
|
(15,418
|
)
|
|
(14,644
|
)
|
|
(25,714
|
)
|
|
(25,119
|
)
|
||||
Total
|
$
|
112,036
|
|
|
$
|
108,679
|
|
|
$
|
197,922
|
|
|
$
|
183,836
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Segment Assets:
(b)
|
|
|
|
||||
Match Group
|
$
|
411,832
|
|
|
$
|
329,269
|
|
HomeAdvisor
|
51,937
|
|
|
32,112
|
|
||
Publishing
|
457,116
|
|
|
390,951
|
|
||
Applications
|
94,192
|
|
|
108,997
|
|
||
Video
|
92,268
|
|
|
90,671
|
|
||
Other
|
26,229
|
|
|
64,550
|
|
||
Corporate
|
1,193,511
|
|
|
1,485,949
|
|
||
Total
|
$
|
2,327,085
|
|
|
$
|
2,502,499
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
549,725
|
|
|
$
|
566,224
|
|
|
$
|
1,154,216
|
|
|
$
|
1,136,237
|
|
All other countries
|
195,714
|
|
|
204,908
|
|
|
410,402
|
|
|
407,407
|
|
||||
Total
|
$
|
745,439
|
|
|
$
|
771,132
|
|
|
$
|
1,564,618
|
|
|
$
|
1,543,644
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
283,208
|
|
|
$
|
279,913
|
|
All other countries
|
23,791
|
|
|
22,904
|
|
||
Total
|
$
|
306,999
|
|
|
$
|
302,817
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill
Impairment
|
|
Adjusted
EBITDA
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
73,668
|
|
|
$
|
12,698
|
|
|
$
|
8,090
|
|
|
$
|
6,419
|
|
|
$
|
(755
|
)
|
|
$
|
—
|
|
|
$
|
100,120
|
|
HomeAdvisor
|
11,910
|
|
|
408
|
|
|
1,925
|
|
|
773
|
|
|
—
|
|
|
—
|
|
|
15,016
|
|
|||||||
Publishing
|
(316,934
|
)
|
|
—
|
|
|
2,148
|
|
|
27,574
|
|
|
—
|
|
|
275,367
|
|
|
(11,845
|
)
|
|||||||
Applications
|
18,921
|
|
|
—
|
|
|
1,082
|
|
|
1,523
|
|
|
7,556
|
|
|
—
|
|
|
29,082
|
|
|||||||
Video
|
(5,039
|
)
|
|
—
|
|
|
477
|
|
|
587
|
|
|
—
|
|
|
—
|
|
|
(3,975
|
)
|
|||||||
Other
|
(1,686
|
)
|
|
—
|
|
|
643
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
|||||||
Corporate
|
(33,286
|
)
|
|
14,658
|
|
|
3,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,418
|
)
|
|||||||
Total
|
(252,446
|
)
|
|
$
|
27,764
|
|
|
$
|
17,575
|
|
|
$
|
36,975
|
|
|
$
|
6,801
|
|
|
$
|
275,367
|
|
|
$
|
112,036
|
|
|
Interest expense
|
(27,644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other expense, net
|
(7,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from continuing operations before income taxes
|
(287,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefit
|
96,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from continuing operations
|
(190,542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from discontinued operations, net of tax
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
(190,542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to noncontrolling interests
|
(4,233
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to IAC shareholders
|
$
|
(194,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
40,522
|
|
|
$
|
11,626
|
|
|
$
|
6,622
|
|
|
$
|
5,901
|
|
|
$
|
(1,223
|
)
|
|
$
|
63,448
|
|
HomeAdvisor
|
1,589
|
|
|
420
|
|
|
1,589
|
|
|
1,102
|
|
|
—
|
|
|
4,700
|
|
||||||
Publishing
|
10,160
|
|
|
—
|
|
|
2,423
|
|
|
4,754
|
|
|
—
|
|
|
17,337
|
|
||||||
Applications
|
52,631
|
|
|
—
|
|
|
1,188
|
|
|
1,573
|
|
|
(6,297
|
)
|
|
49,095
|
|
||||||
Video
|
(10,457
|
)
|
|
147
|
|
|
226
|
|
|
379
|
|
|
(2,430
|
)
|
|
(12,135
|
)
|
||||||
Other
|
(399
|
)
|
|
—
|
|
|
575
|
|
|
702
|
|
|
—
|
|
|
878
|
|
||||||
Corporate
|
(31,277
|
)
|
|
13,756
|
|
|
2,877
|
|
|
—
|
|
|
—
|
|
|
(14,644
|
)
|
||||||
Total
|
62,769
|
|
|
$
|
25,949
|
|
|
$
|
15,500
|
|
|
$
|
14,411
|
|
|
$
|
(9,950
|
)
|
|
$
|
108,679
|
|
|
Interest expense
|
(15,214
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other expense, net
|
(1,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations before income taxes
|
45,917
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
11,968
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations
|
57,885
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of tax
|
(153
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
57,732
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to noncontrolling interests
|
1,573
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
59,305
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill
Impairment
|
|
Adjusted
EBITDA
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
102,856
|
|
|
$
|
30,196
|
|
|
$
|
14,577
|
|
|
$
|
14,671
|
|
|
$
|
2,406
|
|
|
$
|
—
|
|
|
$
|
164,706
|
|
HomeAdvisor
|
13,824
|
|
|
815
|
|
|
3,798
|
|
|
1,545
|
|
|
—
|
|
|
—
|
|
|
19,982
|
|
|||||||
Publishing
|
(310,158
|
)
|
|
—
|
|
|
4,337
|
|
|
30,023
|
|
|
—
|
|
|
275,367
|
|
|
(431
|
)
|
|||||||
Applications
|
46,599
|
|
|
—
|
|
|
2,231
|
|
|
3,054
|
|
|
8,256
|
|
|
—
|
|
|
60,140
|
|
|||||||
Video
|
(22,524
|
)
|
|
—
|
|
|
875
|
|
|
965
|
|
|
(192
|
)
|
|
—
|
|
|
(20,876
|
)
|
|||||||
Other
|
(1,788
|
)
|
|
—
|
|
|
1,366
|
|
|
537
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|||||||
Corporate
|
(59,838
|
)
|
|
27,938
|
|
|
6,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,714
|
)
|
|||||||
Total
|
(231,029
|
)
|
|
$
|
58,949
|
|
|
$
|
33,370
|
|
|
$
|
50,795
|
|
|
$
|
10,470
|
|
|
$
|
275,367
|
|
|
$
|
197,922
|
|
|
Interest expense
|
(55,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net
|
8,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from continuing operations before income taxes
|
(277,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefit
|
95,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from continuing operations
|
(182,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from discontinued operations, net of tax
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
(182,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to noncontrolling interests
|
(3,885
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to IAC shareholders
|
$
|
(186,493
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
67,562
|
|
|
$
|
17,925
|
|
|
$
|
13,667
|
|
|
$
|
9,778
|
|
|
$
|
(12,234
|
)
|
|
$
|
96,698
|
|
HomeAdvisor
|
(2,408
|
)
|
|
840
|
|
|
3,140
|
|
|
2,292
|
|
|
—
|
|
|
3,864
|
|
||||||
Publishing
|
29,536
|
|
|
—
|
|
|
4,930
|
|
|
9,524
|
|
|
—
|
|
|
43,990
|
|
||||||
Applications
|
91,537
|
|
|
—
|
|
|
2,230
|
|
|
3,154
|
|
|
(2,277
|
)
|
|
94,644
|
|
||||||
Video
|
(30,926
|
)
|
|
294
|
|
|
424
|
|
|
802
|
|
|
(2,435
|
)
|
|
(31,841
|
)
|
||||||
Other
|
(940
|
)
|
|
—
|
|
|
1,124
|
|
|
1,416
|
|
|
—
|
|
|
1,600
|
|
||||||
Corporate
|
(56,473
|
)
|
|
25,801
|
|
|
5,553
|
|
|
—
|
|
|
—
|
|
|
(25,119
|
)
|
||||||
Total
|
97,888
|
|
|
$
|
44,860
|
|
|
$
|
31,068
|
|
|
$
|
26,966
|
|
|
$
|
(16,946
|
)
|
|
$
|
183,836
|
|
|
Interest expense
|
(29,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
5,350
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations before income taxes
|
73,960
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
5,788
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations
|
79,748
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss from discontinued operations, net of tax
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
79,720
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss attributable to noncontrolling interests
|
5,990
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
85,710
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets |
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Match Group
|
$
|
411,832
|
|
|
$
|
1,307,177
|
|
|
$
|
246,894
|
|
|
$
|
18,241
|
|
|
$
|
1,984,144
|
|
HomeAdvisor
|
51,937
|
|
|
150,354
|
|
|
600
|
|
|
4,193
|
|
|
207,084
|
|
|||||
Publishing
|
457,116
|
|
|
—
|
|
|
15,004
|
|
|
24,362
|
|
|
496,482
|
|
|||||
Applications
|
94,192
|
|
|
447,242
|
|
|
60,600
|
|
|
4,910
|
|
|
606,944
|
|
|||||
Video
|
92,268
|
|
|
25,239
|
|
|
1,800
|
|
|
7,378
|
|
|
126,685
|
|
|||||
Other
|
26,229
|
|
|
7,663
|
|
|
11,180
|
|
|
100
|
|
|
45,172
|
|
|||||
Corporate
(a)
|
1,193,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,193,511
|
|
|||||
Total
|
$
|
2,327,085
|
|
|
$
|
1,937,675
|
|
|
$
|
336,078
|
|
|
$
|
59,184
|
|
|
$
|
4,660,022
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets |
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Match Group
|
$
|
329,269
|
|
|
$
|
1,293,109
|
|
|
$
|
243,697
|
|
|
$
|
32,711
|
|
|
$
|
1,898,786
|
|
HomeAdvisor
|
32,112
|
|
|
150,251
|
|
|
600
|
|
|
5,727
|
|
|
188,690
|
|
|||||
Publishing
|
390,951
|
|
|
277,192
|
|
|
59,805
|
|
|
7,849
|
|
|
735,797
|
|
|||||
Applications
|
108,997
|
|
|
447,242
|
|
|
60,600
|
|
|
7,964
|
|
|
624,803
|
|
|||||
Video
|
90,671
|
|
|
15,590
|
|
|
1,800
|
|
|
3,343
|
|
|
111,404
|
|
|||||
Other
|
64,550
|
|
|
61,980
|
|
|
13,635
|
|
|
3,097
|
|
|
143,262
|
|
|||||
Corporate
(a)
|
1,485,949
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,485,949
|
|
|||||
Total
|
$
|
2,502,499
|
|
|
$
|
2,245,364
|
|
|
$
|
380,137
|
|
|
$
|
60,691
|
|
|
$
|
5,188,691
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
(Losses) gains on sale of businesses and investments
|
$
|
(1,563
|
)
|
|
$
|
(42
|
)
|
|
$
|
13,137
|
|
(a)
|
$
|
144
|
|
Foreign currency exchange gains (losses)
|
8,644
|
|
|
(1,311
|
)
|
|
13,139
|
|
|
4,537
|
|
||||
Interest income
|
1,116
|
|
|
1,242
|
|
|
2,762
|
|
|
2,473
|
|
||||
Impairment on long-term investments
|
(400
|
)
|
|
(500
|
)
|
|
(2,702
|
)
|
|
(500
|
)
|
||||
Loss on bond redemption
|
(1,714
|
)
|
|
—
|
|
|
(3,113
|
)
|
|
—
|
|
||||
Loss on partial extinguishment of Match Group Term Loan
|
(11,056
|
)
|
|
—
|
|
|
(11,056
|
)
|
|
—
|
|
||||
Other
|
(2,219
|
)
|
|
(1,027
|
)
|
|
(3,462
|
)
|
|
(1,304
|
)
|
||||
Total
|
$
|
(7,192
|
)
|
|
$
|
(1,638
|
)
|
|
$
|
8,705
|
|
|
$
|
5,350
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
680,859
|
|
|
$
|
—
|
|
|
$
|
565,125
|
|
|
$
|
—
|
|
|
$
|
1,245,984
|
|
Marketable securities
|
79,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,208
|
|
|||||
Accounts receivable, net
|
—
|
|
|
88,726
|
|
|
100,765
|
|
|
—
|
|
|
189,491
|
|
|||||
Other current assets
|
124,877
|
|
|
44,075
|
|
|
109,233
|
|
|
—
|
|
|
278,185
|
|
|||||
Intercompany receivables
|
—
|
|
|
634,253
|
|
|
1,157,945
|
|
|
(1,792,198
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
5,190
|
|
|
193,923
|
|
|
107,886
|
|
|
—
|
|
|
306,999
|
|
|||||
Goodwill
|
—
|
|
|
529,403
|
|
|
1,408,272
|
|
|
—
|
|
|
1,937,675
|
|
|||||
Intangible assets, net
|
—
|
|
|
106,734
|
|
|
288,528
|
|
|
—
|
|
|
395,262
|
|
|||||
Investment in subsidiaries
|
3,520,513
|
|
|
597,981
|
|
|
—
|
|
|
(4,118,494
|
)
|
|
—
|
|
|||||
Other non-current assets
|
51,803
|
|
|
104,751
|
|
|
179,700
|
|
|
(109,036
|
)
|
|
227,218
|
|
|||||
Total assets
|
$
|
4,462,450
|
|
|
$
|
2,299,846
|
|
|
$
|
3,917,454
|
|
|
$
|
(6,019,728
|
)
|
|
$
|
4,660,022
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
Accounts payable, trade
|
3,089
|
|
|
37,191
|
|
|
21,469
|
|
|
—
|
|
|
61,749
|
|
|||||
Other current liabilities
|
28,622
|
|
|
105,392
|
|
|
446,443
|
|
|
—
|
|
|
580,457
|
|
|||||
Long-term debt, net of current portion
|
440,471
|
|
|
—
|
|
|
1,214,788
|
|
|
—
|
|
|
1,655,259
|
|
|||||
Income taxes payable
|
445
|
|
|
3,937
|
|
|
28,701
|
|
|
—
|
|
|
33,083
|
|
|||||
Intercompany liabilities
|
1,792,198
|
|
|
—
|
|
|
—
|
|
|
(1,792,198
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
333,175
|
|
|
18,671
|
|
|
99,310
|
|
|
(109,036
|
)
|
|
342,120
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
38,421
|
|
|
—
|
|
|
38,421
|
|
|||||
IAC shareholders' equity
|
1,814,450
|
|
|
2,134,655
|
|
|
1,983,839
|
|
|
(4,118,494
|
)
|
|
1,814,450
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
84,483
|
|
|
—
|
|
|
84,483
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
4,462,450
|
|
|
$
|
2,299,846
|
|
|
$
|
3,917,454
|
|
|
$
|
(6,019,728
|
)
|
|
$
|
4,660,022
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
1,073,053
|
|
|
$
|
—
|
|
|
$
|
408,394
|
|
|
$
|
—
|
|
|
$
|
1,481,447
|
|
Marketable securities
|
27,578
|
|
|
—
|
|
|
11,622
|
|
|
—
|
|
|
39,200
|
|
|||||
Accounts receivable, net
|
33
|
|
|
115,280
|
|
|
134,764
|
|
|
—
|
|
|
250,077
|
|
|||||
Other current assets
|
30,813
|
|
|
46,128
|
|
|
97,345
|
|
|
—
|
|
|
174,286
|
|
|||||
Intercompany receivables
|
—
|
|
|
637,324
|
|
|
963,146
|
|
|
(1,600,470
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
4,432
|
|
|
198,890
|
|
|
99,495
|
|
|
—
|
|
|
302,817
|
|
|||||
Goodwill
|
—
|
|
|
776,569
|
|
|
1,468,795
|
|
|
—
|
|
|
2,245,364
|
|
|||||
Intangible assets, net
|
—
|
|
|
135,817
|
|
|
305,011
|
|
|
—
|
|
|
440,828
|
|
|||||
Investment in subsidiaries
|
3,128,765
|
|
|
466,601
|
|
|
—
|
|
|
(3,595,366
|
)
|
|
—
|
|
|||||
Other non-current assets
|
84,368
|
|
|
11,258
|
|
|
174,038
|
|
|
(14,992
|
)
|
|
254,672
|
|
|||||
Total assets
|
$
|
4,349,042
|
|
|
$
|
2,387,867
|
|
|
$
|
3,662,610
|
|
|
$
|
(5,210,828
|
)
|
|
$
|
5,188,691
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Accounts payable, trade
|
4,711
|
|
|
42,104
|
|
|
40,068
|
|
|
—
|
|
|
86,883
|
|
|||||
Other current liabilities
|
62,833
|
|
|
140,077
|
|
|
438,753
|
|
|
—
|
|
|
641,663
|
|
|||||
Long-term debt, net of current portion
|
550,083
|
|
|
—
|
|
|
1,176,871
|
|
|
—
|
|
|
1,726,954
|
|
|||||
Income taxes payable
|
152
|
|
|
3,435
|
|
|
30,105
|
|
|
—
|
|
|
33,692
|
|
|||||
Intercompany liabilities
|
1,600,470
|
|
|
—
|
|
|
—
|
|
|
(1,600,470
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
326,267
|
|
|
18,160
|
|
|
83,848
|
|
|
(14,992
|
)
|
|
413,283
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
30,391
|
|
|
—
|
|
|
30,391
|
|
|||||
IAC shareholders' equity
|
1,804,526
|
|
|
2,184,091
|
|
|
1,411,275
|
|
|
(3,595,366
|
)
|
|
1,804,526
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
411,299
|
|
|
—
|
|
|
411,299
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
4,349,042
|
|
|
$
|
2,387,867
|
|
|
$
|
3,662,610
|
|
|
$
|
(5,210,828
|
)
|
|
$
|
5,188,691
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
322,969
|
|
|
$
|
426,355
|
|
|
$
|
(3,885
|
)
|
|
$
|
745,439
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
381
|
|
|
69,374
|
|
|
101,274
|
|
|
(632
|
)
|
|
170,397
|
|
|||||
Selling and marketing expense
|
871
|
|
|
162,835
|
|
|
135,080
|
|
|
(3,261
|
)
|
|
295,525
|
|
|||||
General and administrative expense
|
24,860
|
|
|
43,842
|
|
|
83,425
|
|
|
8
|
|
|
152,135
|
|
|||||
Product development expense
|
1,739
|
|
|
20,098
|
|
|
28,074
|
|
|
—
|
|
|
49,911
|
|
|||||
Depreciation
|
415
|
|
|
7,215
|
|
|
9,945
|
|
|
—
|
|
|
17,575
|
|
|||||
Amortization of intangibles
|
—
|
|
|
27,098
|
|
|
9,877
|
|
|
—
|
|
|
36,975
|
|
|||||
Goodwill impairment
|
—
|
|
|
253,245
|
|
|
22,122
|
|
|
—
|
|
|
275,367
|
|
|||||
Total operating costs and expenses
|
28,266
|
|
|
583,707
|
|
|
389,797
|
|
|
(3,885
|
)
|
|
997,885
|
|
|||||
Operating (loss) income
|
(28,266
|
)
|
|
(260,738
|
)
|
|
36,558
|
|
|
—
|
|
|
(252,446
|
)
|
|||||
Equity in losses of unconsolidated affiliates
|
(150,210
|
)
|
|
(18,821
|
)
|
|
—
|
|
|
169,031
|
|
|
—
|
|
|||||
Interest expense
|
(6,996
|
)
|
|
—
|
|
|
(20,648
|
)
|
|
—
|
|
|
(27,644
|
)
|
|||||
Other (expense) income, net
|
(18,989
|
)
|
|
1,874
|
|
|
9,923
|
|
|
—
|
|
|
(7,192
|
)
|
|||||
(Loss) earnings from continuing operations before income taxes
|
(204,461
|
)
|
|
(277,685
|
)
|
|
25,833
|
|
|
169,031
|
|
|
(287,282
|
)
|
|||||
Income tax benefit (provision)
|
9,686
|
|
|
93,393
|
|
|
(6,339
|
)
|
|
—
|
|
|
96,740
|
|
|||||
(Loss) earnings from continuing operations
|
(194,775
|
)
|
|
(184,292
|
)
|
|
19,494
|
|
|
169,031
|
|
|
(190,542
|
)
|
|||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) earnings
|
(194,775
|
)
|
|
(184,292
|
)
|
|
19,494
|
|
|
169,031
|
|
|
(190,542
|
)
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4,233
|
)
|
|
—
|
|
|
(4,233
|
)
|
|||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(194,775
|
)
|
|
$
|
(184,292
|
)
|
|
$
|
15,261
|
|
|
$
|
169,031
|
|
|
$
|
(194,775
|
)
|
Comprehensive (loss) income attributable to IAC shareholders
|
$
|
(201,218
|
)
|
|
$
|
(171,896
|
)
|
|
$
|
8,957
|
|
|
$
|
162,939
|
|
|
$
|
(201,218
|
)
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
397,941
|
|
|
$
|
376,079
|
|
|
$
|
(2,888
|
)
|
|
$
|
771,132
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
294
|
|
|
81,348
|
|
|
96,514
|
|
|
(193
|
)
|
|
177,963
|
|
|||||
Selling and marketing expense
|
1,010
|
|
|
204,791
|
|
|
121,611
|
|
|
(2,702
|
)
|
|
324,710
|
|
|||||
General and administrative expense
|
33,942
|
|
|
39,149
|
|
|
56,251
|
|
|
7
|
|
|
129,349
|
|
|||||
Product development expense
|
2,330
|
|
|
20,974
|
|
|
23,126
|
|
|
—
|
|
|
46,430
|
|
|||||
Depreciation
|
426
|
|
|
6,755
|
|
|
8,319
|
|
|
—
|
|
|
15,500
|
|
|||||
Amortization of intangibles
|
—
|
|
|
4,182
|
|
|
10,229
|
|
|
—
|
|
|
14,411
|
|
|||||
Total operating costs and expenses
|
38,002
|
|
|
357,199
|
|
|
316,050
|
|
|
(2,888
|
)
|
|
708,363
|
|
|||||
Operating (loss) income
|
(38,002
|
)
|
|
40,742
|
|
|
60,029
|
|
|
—
|
|
|
62,769
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
75,197
|
|
|
14,415
|
|
|
—
|
|
|
(89,612
|
)
|
|
—
|
|
|||||
Interest expense
|
(12,992
|
)
|
|
(2,160
|
)
|
|
(62
|
)
|
|
—
|
|
|
(15,214
|
)
|
|||||
Other (expense) income, net
|
(7,506
|
)
|
|
16,177
|
|
|
(10,309
|
)
|
|
—
|
|
|
(1,638
|
)
|
|||||
Earnings from continuing operations before income taxes
|
16,697
|
|
|
69,174
|
|
|
49,658
|
|
|
(89,612
|
)
|
|
45,917
|
|
|||||
Income tax benefit (provision)
|
42,761
|
|
|
(21,597
|
)
|
|
(9,196
|
)
|
|
—
|
|
|
11,968
|
|
|||||
Earnings from continuing operations
|
59,458
|
|
|
47,577
|
|
|
40,462
|
|
|
(89,612
|
)
|
|
57,885
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(153
|
)
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(153
|
)
|
|||||
Net earnings
|
59,305
|
|
|
47,577
|
|
|
40,465
|
|
|
(89,615
|
)
|
|
57,732
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,573
|
|
|
—
|
|
|
1,573
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
59,305
|
|
|
$
|
47,577
|
|
|
$
|
42,038
|
|
|
$
|
(89,615
|
)
|
|
$
|
59,305
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
72,283
|
|
|
$
|
48,886
|
|
|
$
|
51,085
|
|
|
$
|
(99,971
|
)
|
|
$
|
72,283
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
707,479
|
|
|
$
|
863,902
|
|
|
$
|
(6,763
|
)
|
|
$
|
1,564,618
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
592
|
|
|
142,191
|
|
|
222,591
|
|
|
(1,243
|
)
|
|
364,131
|
|
|||||
Selling and marketing expense
|
1,760
|
|
|
371,606
|
|
|
310,036
|
|
|
(5,536
|
)
|
|
677,866
|
|
|||||
General and administrative expense
|
43,833
|
|
|
83,714
|
|
|
160,814
|
|
|
16
|
|
|
288,377
|
|
|||||
Product development expense
|
3,118
|
|
|
44,516
|
|
|
58,107
|
|
|
—
|
|
|
105,741
|
|
|||||
Depreciation
|
852
|
|
|
14,188
|
|
|
18,330
|
|
|
—
|
|
|
33,370
|
|
|||||
Amortization of intangibles
|
—
|
|
|
29,083
|
|
|
21,712
|
|
|
—
|
|
|
50,795
|
|
|||||
Goodwill impairment
|
—
|
|
|
253,245
|
|
|
22,122
|
|
|
—
|
|
|
275,367
|
|
|||||
Total operating costs and expenses
|
50,155
|
|
|
938,543
|
|
|
813,712
|
|
|
(6,763
|
)
|
|
1,795,647
|
|
|||||
Operating (loss) income
|
(50,155
|
)
|
|
(231,064
|
)
|
|
50,190
|
|
|
—
|
|
|
(231,029
|
)
|
|||||
Equity in losses of unconsolidated affiliates
|
(116,667
|
)
|
|
(10,961
|
)
|
|
—
|
|
|
127,628
|
|
|
—
|
|
|||||
Interest expense
|
(14,414
|
)
|
|
—
|
|
|
(41,090
|
)
|
|
—
|
|
|
(55,504
|
)
|
|||||
Other (expense) income, net
|
(28,972
|
)
|
|
5,978
|
|
|
31,699
|
|
|
—
|
|
|
8,705
|
|
|||||
(Loss) earnings from continuing operations before income taxes
|
(210,208
|
)
|
|
(236,047
|
)
|
|
40,799
|
|
|
127,628
|
|
|
(277,828
|
)
|
|||||
Income tax benefit (provision)
|
23,715
|
|
|
80,177
|
|
|
(8,672
|
)
|
|
—
|
|
|
95,220
|
|
|||||
(Loss) earnings from continuing operations
|
(186,493
|
)
|
|
(155,870
|
)
|
|
32,127
|
|
|
127,628
|
|
|
(182,608
|
)
|
|||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) earnings
|
(186,493
|
)
|
|
(155,870
|
)
|
|
32,127
|
|
|
127,628
|
|
|
(182,608
|
)
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3,885
|
)
|
|
—
|
|
|
(3,885
|
)
|
|||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(186,493
|
)
|
|
$
|
(155,870
|
)
|
|
$
|
28,242
|
|
|
$
|
127,628
|
|
|
$
|
(186,493
|
)
|
Comprehensive (loss) income attributable to IAC shareholders
|
$
|
(172,928
|
)
|
|
$
|
(136,977
|
)
|
|
$
|
37,659
|
|
|
$
|
99,318
|
|
|
$
|
(172,928
|
)
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
812,355
|
|
|
$
|
736,508
|
|
|
$
|
(5,219
|
)
|
|
$
|
1,543,644
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
539
|
|
|
166,787
|
|
|
197,814
|
|
|
(440
|
)
|
|
364,700
|
|
|||||
Selling and marketing expense
|
2,065
|
|
|
418,156
|
|
|
271,764
|
|
|
(4,793
|
)
|
|
687,192
|
|
|||||
General and administrative expense
|
58,006
|
|
|
74,083
|
|
|
112,040
|
|
|
14
|
|
|
244,143
|
|
|||||
Product development expense
|
4,507
|
|
|
41,572
|
|
|
45,608
|
|
|
—
|
|
|
91,687
|
|
|||||
Depreciation
|
827
|
|
|
13,380
|
|
|
16,861
|
|
|
—
|
|
|
31,068
|
|
|||||
Amortization of intangibles
|
—
|
|
|
8,363
|
|
|
18,603
|
|
|
—
|
|
|
26,966
|
|
|||||
Total operating costs and expenses
|
65,944
|
|
|
722,341
|
|
|
662,690
|
|
|
(5,219
|
)
|
|
1,445,756
|
|
|||||
Operating (loss) income
|
(65,944
|
)
|
|
90,014
|
|
|
73,818
|
|
|
—
|
|
|
97,888
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
137,931
|
|
|
2,868
|
|
|
—
|
|
|
(140,799
|
)
|
|
—
|
|
|||||
Interest expense
|
(25,982
|
)
|
|
(3,198
|
)
|
|
(98
|
)
|
|
—
|
|
|
(29,278
|
)
|
|||||
Other (expense) income, net
|
(16,859
|
)
|
|
25,633
|
|
|
(3,424
|
)
|
|
—
|
|
|
5,350
|
|
|||||
Earnings from continuing operations before income taxes
|
29,146
|
|
|
115,317
|
|
|
70,296
|
|
|
(140,799
|
)
|
|
73,960
|
|
|||||
Income tax benefit (provision)
|
56,592
|
|
|
(44,375
|
)
|
|
(6,429
|
)
|
|
—
|
|
|
5,788
|
|
|||||
Earnings from continuing operations
|
85,738
|
|
|
70,942
|
|
|
63,867
|
|
|
(140,799
|
)
|
|
79,748
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(28
|
)
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(28
|
)
|
|||||
Net earnings
|
85,710
|
|
|
70,942
|
|
|
63,870
|
|
|
(140,802
|
)
|
|
79,720
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
5,990
|
|
|
—
|
|
|
5,990
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
85,710
|
|
|
$
|
70,942
|
|
|
$
|
69,860
|
|
|
$
|
(140,802
|
)
|
|
$
|
85,710
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
43,115
|
|
|
$
|
66,457
|
|
|
$
|
22,172
|
|
|
$
|
(88,629
|
)
|
|
$
|
43,115
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(83,685
|
)
|
|
$
|
76,888
|
|
|
$
|
72,726
|
|
|
$
|
65,929
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(2,524
|
)
|
|
(2,524
|
)
|
||||
Capital expenditures
|
(299
|
)
|
|
(11,256
|
)
|
|
(23,578
|
)
|
|
(35,133
|
)
|
||||
Purchase of time deposits
|
—
|
|
|
—
|
|
|
(87,500
|
)
|
|
(87,500
|
)
|
||||
Proceeds from maturities of time deposits
|
—
|
|
|
—
|
|
|
87,500
|
|
|
87,500
|
|
||||
Proceeds from maturities and sales of marketable debt securities
|
32,500
|
|
|
—
|
|
|
—
|
|
|
32,500
|
|
||||
Purchases of marketable debt securities
|
(79,366
|
)
|
|
—
|
|
|
—
|
|
|
(79,366
|
)
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(5,056
|
)
|
|
(5,056
|
)
|
||||
Net proceeds from the sale of businesses and investments
|
10,000
|
|
|
—
|
|
|
93,735
|
|
|
103,735
|
|
||||
Other, net
|
—
|
|
|
158
|
|
|
4,657
|
|
|
4,815
|
|
||||
Net cash (used in) provided by investing activities attributable to continuing operations
|
(37,165
|
)
|
|
(11,098
|
)
|
|
67,234
|
|
|
18,971
|
|
||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Purchase of treasury stock
|
(214,635
|
)
|
|
—
|
|
|
—
|
|
|
(214,635
|
)
|
||||
Proceeds from Match Group 2016 Senior Notes offering
|
—
|
|
|
—
|
|
|
400,000
|
|
|
400,000
|
|
||||
Principal payments on Match Group Term Loan
|
—
|
|
|
—
|
|
|
(410,000
|
)
|
|
(410,000
|
)
|
||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(4,621
|
)
|
|
(4,621
|
)
|
||||
Repurchase of Senior Notes
|
(61,110
|
)
|
|
—
|
|
|
—
|
|
|
(61,110
|
)
|
||||
Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes
|
(13,097
|
)
|
|
—
|
|
|
—
|
|
|
(13,097
|
)
|
||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
—
|
|
|
2,176
|
|
|
2,176
|
|
||||
Excess tax benefits from stock-based awards
|
16,651
|
|
|
—
|
|
|
5,220
|
|
|
21,871
|
|
||||
Purchase of noncontrolling interests
|
(1,400
|
)
|
|
—
|
|
|
(1,011
|
)
|
|
(2,411
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(321
|
)
|
|
(1,829
|
)
|
|
(2,150
|
)
|
||||
Increase in restricted cash related to bond redemptions
|
(30,002
|
)
|
|
—
|
|
|
—
|
|
|
(30,002
|
)
|
||||
Intercompany
|
31,974
|
|
|
(65,469
|
)
|
|
33,495
|
|
|
—
|
|
||||
Other, net
|
275
|
|
|
—
|
|
|
(763
|
)
|
|
(488
|
)
|
||||
Net cash (used in) provided by financing activities attributable to continuing operations
|
(271,344
|
)
|
|
(65,790
|
)
|
|
22,667
|
|
|
(314,467
|
)
|
||||
Total cash (used in) provided by continuing operations
|
(392,194
|
)
|
|
—
|
|
|
162,627
|
|
|
(229,567
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(5,896
|
)
|
|
(5,896
|
)
|
||||
Net (decrease) increase in cash and cash equivalents
|
(392,194
|
)
|
|
—
|
|
|
156,731
|
|
|
(235,463
|
)
|
||||
Cash and cash equivalents at beginning of period
|
1,073,053
|
|
|
—
|
|
|
408,394
|
|
|
1,481,447
|
|
||||
Cash and cash equivalents at end of period
|
$
|
680,859
|
|
|
$
|
—
|
|
|
$
|
565,125
|
|
|
$
|
1,245,984
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(107,149
|
)
|
|
$
|
129,741
|
|
|
$
|
63,187
|
|
|
$
|
85,779
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,574
|
)
|
|
(40,712
|
)
|
|
(43,286
|
)
|
||||
Capital expenditures
|
(988
|
)
|
|
(11,533
|
)
|
|
(14,295
|
)
|
|
(26,816
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
14,613
|
|
|
—
|
|
|
—
|
|
|
14,613
|
|
||||
Purchases of marketable debt securities
|
(93,134
|
)
|
|
—
|
|
|
—
|
|
|
(93,134
|
)
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(12,840
|
)
|
|
(12,840
|
)
|
||||
Net proceeds from the sale of businesses and investments
|
—
|
|
|
—
|
|
|
6,203
|
|
|
6,203
|
|
||||
Other, net
|
3,613
|
|
|
48
|
|
|
(1,265
|
)
|
|
2,396
|
|
||||
Net cash used in investing activities attributable to continuing operations
|
(75,896
|
)
|
|
(14,059
|
)
|
|
(62,909
|
)
|
|
(152,864
|
)
|
||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Purchase of treasury stock
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
||||
Dividends
|
(56,729
|
)
|
|
—
|
|
|
—
|
|
|
(56,729
|
)
|
||||
Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes
|
(20,656
|
)
|
|
—
|
|
|
—
|
|
|
(20,656
|
)
|
||||
Excess tax benefits from stock-based awards
|
19,064
|
|
|
—
|
|
|
17,401
|
|
|
36,465
|
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(15,338
|
)
|
|
(15,338
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(195
|
)
|
|
(5,510
|
)
|
|
(5,705
|
)
|
||||
Intercompany
|
107,529
|
|
|
(115,487
|
)
|
|
7,958
|
|
|
—
|
|
||||
Other, net
|
166
|
|
|
—
|
|
|
264
|
|
|
430
|
|
||||
Net cash (used in) provided by financing activities attributable to continuing operations
|
(150,626
|
)
|
|
(115,682
|
)
|
|
4,775
|
|
|
(261,533
|
)
|
||||
Total cash (used in) provided by continuing operations
|
(333,671
|
)
|
|
—
|
|
|
5,053
|
|
|
(328,618
|
)
|
||||
Total cash (used in) provided by discontinued operations
|
(246
|
)
|
|
—
|
|
|
3
|
|
|
(243
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(5,135
|
)
|
|
(5,135
|
)
|
||||
Net decrease in cash and cash equivalents
|
(333,917
|
)
|
|
—
|
|
|
(79
|
)
|
|
(333,996
|
)
|
||||
Cash and cash equivalents at beginning of period
|
762,231
|
|
|
—
|
|
|
228,174
|
|
|
990,405
|
|
||||
Cash and cash equivalents at end of period
|
$
|
428,314
|
|
|
$
|
—
|
|
|
$
|
228,095
|
|
|
$
|
656,409
|
|
•
|
Reportable Segments
|
◦
|
Match Group
- consists of
Dating,
which includes all Dating businesses globally, and
Non-dating
, which consists of The Princeton Review.
|
◦
|
HomeAdvisor
- is a leading nationwide home services digital marketplace that helps connect consumers with home professionals.
|
◦
|
Publishing
- consists of
Premium Brands,
which includes About.com, Dictionary.com, Investopedia and The Daily Beast; and
Ask & Other,
which includes Ask.com, CityGrid and ASKfm. ASKfm was sold on June 30, 2016.
|
◦
|
Applications
- consists of
Consumer
, which includes our direct-to-consumer downloadable desktop applications, including SlimWare, and Apalon, which houses our mobile operations; and
Partnerships
, which includes our business-to-business partnership operations.
|
◦
|
Video
- consists primarily of Vimeo and Daily Burn, as well as Electus, IAC Films, CollegeHumor and Notional.
|
◦
|
Other
- consists of ShoeBuy and PriceRunner. PriceRunner was sold on March 18, 2016.
|
•
|
Dating North America
- consists of the financial results of the Dating businesses for customers located in the United States and Canada.
|
•
|
Dating International
- consists of the financial results of the Dating businesses for customers located outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is directly received by Match Group from an end user of its products.
|
•
|
Average PMC
- is calculated by summing the number of paid subscribers, or paid member count ("PMC"), at the end of each day in the relevant measurement period and dividing it by the number of calendar days in that period.
|
•
|
Average Revenue per Paying User ("ARPPU")
- is Direct Revenue in the relevant measurement period divided by the Average PMC in such period divided by the number of calendar days in such period.
|
•
|
Service Requests
- are fully completed and submitted customer service requests on HomeAdvisor.
|
•
|
Paying Service Professionals ("Paying SPs")
- are the number of service professionals that had an active membership or paid for leads in the last month of the period.
|
•
|
Cost of revenue -
consists primarily of traffic acquisition costs and includes payments made to partners who distribute our Partnerships customized browser-based applications, integrate our paid listings into their websites and fees related to the distribution and the facilitation of in-app purchase of product features. These payments include amounts based on revenue share and other arrangements. Cost of revenue also includes ShoeBuy's cost of products sold and shipping and handling costs, production costs related to media produced by Electus and other businesses within our Video segment, expenses associated with the operation of the Company's data centers, including compensation (including stock-based compensation) and other employee-related costs, hosting fees, credit card processing fees and content acquisition costs and rent.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures and compensation (including stock-based compensation) and other employee-related costs for personnel engaged in selling and marketing, sales support and customer service functions. Advertising expenditures include online marketing, including fees paid to search engines and third parties that distribute our Consumer downloadable desktop applications, offline marketing, which is primarily television advertising and partner-related payments to those who direct traffic to the Match Group brands.
|
•
|
General and administrative expense -
consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources, fees for professional services and facilities costs.
|
•
|
Product development expense
-
consists primarily of compensation (including stock-based compensation) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.
|
•
|
2012 Senior Notes
- IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15, which commenced June 15, 2013; a portion of which were exchanged for the 2015 Match Group Senior Notes on November 16, 2015.
|
•
|
2013 Senior Notes
- IAC's 4.875% Senior Notes due November 30, 2018, with interest payable each May 30 and November 30, which commenced May 30, 2014.
|
•
|
Match Exchange Offer
- Match Group exchanged $445 million of 2015 Match Group Senior Notes for a substantially like amount of 2012 Senior Notes on November 16, 2015.
|
•
|
2015 Match Group Senior Notes
- Match Group's 6.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15; which were issued in exchange for 2012 Senior Notes on November 16, 2015.
|
•
|
Match Group Term Loan
- an $800 million, seven-year term loan received by Match Group on November 16, 2015. On March 31, 2016, a $10 million principal payment was made. On June 1, 2016, Match Group issued $400 million of 6.375% Senior Notes (described below). The proceeds from the offering were used to repay a portion of the $790 million of indebtedness outstanding under the Match Group Term Loan. At June 30, 2016, a balance of $390 million is outstanding.
|
•
|
2016 Match Group Senior Notes
- Match Group's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1, commencing on December 1, 2016.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||
Match Group
|
$
|
301,119
|
|
|
$
|
52,302
|
|
|
21
|
%
|
|
$
|
248,817
|
|
|
$
|
586,402
|
|
|
$
|
102,516
|
|
|
21
|
%
|
|
$
|
483,886
|
|
HomeAdvisor
|
130,173
|
|
|
36,023
|
|
|
38
|
%
|
|
94,150
|
|
|
241,662
|
|
|
71,668
|
|
|
42
|
%
|
|
169,994
|
|
||||||
Publishing
|
85,291
|
|
|
(69,156
|
)
|
|
(45
|
)%
|
|
154,447
|
|
|
251,293
|
|
|
(82,179
|
)
|
|
(25
|
)%
|
|
333,472
|
|
||||||
Applications
|
143,157
|
|
|
(47,644
|
)
|
|
(25
|
)%
|
|
190,801
|
|
|
302,953
|
|
|
(85,315
|
)
|
|
(22
|
)%
|
|
388,268
|
|
||||||
Video
|
47,311
|
|
|
6,591
|
|
|
16
|
%
|
|
40,720
|
|
|
102,406
|
|
|
15,214
|
|
|
17
|
%
|
|
87,192
|
|
||||||
Other
|
38,484
|
|
|
(3,834
|
)
|
|
(9
|
)%
|
|
42,318
|
|
|
80,116
|
|
|
(1,055
|
)
|
|
(1
|
)%
|
|
81,171
|
|
||||||
Inter-segment eliminations
|
(96
|
)
|
|
25
|
|
|
20
|
%
|
|
(121
|
)
|
|
(214
|
)
|
|
125
|
|
|
37
|
%
|
|
(339
|
)
|
||||||
Total
|
$
|
745,439
|
|
|
$
|
(25,693
|
)
|
|
(3
|
)%
|
|
$
|
771,132
|
|
|
$
|
1,564,618
|
|
|
$
|
20,974
|
|
|
1
|
%
|
|
$
|
1,543,644
|
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$170,397
|
|
$(7,566)
|
|
(4)%
|
|
$177,963
|
As a percentage of revenue
|
23%
|
|
|
|
|
|
23%
|
•
|
The Applications decrease was due primarily to a reduction of $15.0 million in traffic acquisition costs driven by a decline in revenue at Partnerships.
|
•
|
The Publishing decrease was due primarily to a reduction of $8.1 million in traffic acquisition costs driven by a decline in revenue at Ask.com and certain legacy businesses.
|
•
|
The Match Group increase was due primarily to a significant increase in in-app purchase fees across multiple brands, including Tinder, and the acquisitions of PlentyOfFish (acquired October 2015) and Eureka (acquired April 2015).
|
•
|
The Video increase was due primarily to a net increase in production costs at our media and video businesses and an increase in hosting fees related to Vimeo's subscription growth and expanded On Demand catalog.
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$364,131
|
|
$(569)
|
|
—%
|
|
$364,700
|
As a percentage of revenue
|
23%
|
|
|
|
|
|
24%
|
•
|
The Applications and Publishing decreases and the Match Group and Video increases were due primarily to the factors described above in the three-month discussion.
|
•
|
The Match Group increase was further impacted by higher hosting fees driven by growth in users and product features.
|
•
|
The Other increase was due primarily to an increase in cost of products sold at ShoeBuy resulting from increased sales, partially offset by the sale of PriceRunner.
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$295,525
|
|
$(29,185)
|
|
(9)%
|
|
$324,710
|
As a percentage of revenue
|
40%
|
|
|
|
|
|
42%
|
•
|
The Publishing decrease was due primarily to a reduction of $31.8 million in online marketing, resulting from a decline in revenue, partially offset by $1.9 million in restructuring costs in the current year period.
|
•
|
The Applications decrease was due primarily to a decline of $11.6 million in online marketing, principally related to lower anticipated search revenue from our downloadable desktop applications at Consumer.
|
•
|
The Video decrease was due primarily to a reduction of $5.4 million in online marketing driven primarily by Vimeo.
|
•
|
The HomeAdvisor increase was due primarily to higher online and offline marketing of $10.6 million and $8.2 million in compensation due, in part, to an increase in the sales force at HomeAdvisor domestic.
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$677,866
|
|
$(9,326)
|
|
(1)%
|
|
$687,192
|
As a percentage of revenue
|
43%
|
|
|
|
|
|
45%
|
•
|
The Publishing, Applications and Video decreases and the HomeAdvisor increase were due primarily to the factors described above in the three-month discussion.
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$152,135
|
|
$22,786
|
|
18%
|
|
$129,349
|
As a percentage of revenue
|
20%
|
|
|
|
|
|
17%
|
•
|
The Applications increase was due primarily to expense of $7.6 million included in the current year period related to the amount of contingent consideration expected to be paid in connection with an acquisition, which is now exceeding our previous expectations, versus income of $6.3 million in the prior year period. General and administrative expense was further impacted by $2.0 million in restructuring costs in the current year period.
|
•
|
The HomeAdvisor increase was due primarily to higher compensation due, in part, to increased headcount and an increase in bad debt expense.
|
•
|
The Video increase was due primarily to income of $2.4 million in the prior year period related to acquisition-related contingent consideration fair value adjustments and an increase in compensation at Vimeo due, in part, to increased headcount.
|
•
|
The Publishing decrease was due primarily to a reduction in bad debt expense.
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$288,377
|
|
$44,234
|
|
18%
|
|
$244,143
|
As a percentage of revenue
|
18%
|
|
|
|
|
|
16%
|
•
|
The Match Group increase was due primarily to a change in acquisition-related contingent consideration fair value adjustments and a $6.9 million increase in stock-based compensation expense due to the issuance of new equity awards since the prior year. The change in the acquisition-related contingent consideration fair value adjustments was due to expense of $2.4 million in the amount of contingent consideration expected to be paid in connection with the Eureka acquisition, compared to income of $12.2 million in the amount of contingent consideration expected to be paid in connection with the acquisition of Twoo, which was included in the prior year.
|
•
|
The Applications, HomeAdvisor and Video increases and the Publishing decrease were due primarily to the factors described above in the three-month discussion.
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$49,911
|
|
$3,481
|
|
7%
|
|
$46,430
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
6%
|
•
|
The Match Group increase was primarily related to an increase of $1.6 million in stock-based compensation expense, investment in headcount at Tinder, and from the acquisitions of PlentyOfFish and Eureka in 2015.
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$105,741
|
|
$14,054
|
|
15%
|
|
$91,687
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
6%
|
•
|
The Match Group increase was due primarily to the factors described above in the three-month discussion. Stock based compensation was impacted by the issuance of new equity awards since the prior year and the modification of certain equity awards.
|
•
|
The Publishing increase was due primarily to an increase in compensation due, in part, to restructuring costs in the current year period.
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$17,575
|
|
$2,075
|
|
13%
|
|
$15,500
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$33,370
|
|
$2,302
|
|
7%
|
|
$31,068
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
73,668
|
|
|
$
|
33,146
|
|
|
82%
|
|
$
|
40,522
|
|
|
$
|
102,856
|
|
|
$
|
35,294
|
|
|
52%
|
|
$
|
67,562
|
|
HomeAdvisor
|
11,910
|
|
|
10,321
|
|
|
650%
|
|
1,589
|
|
|
13,824
|
|
|
16,232
|
|
|
NM
|
|
(2,408
|
)
|
||||||
Publishing
|
(316,934
|
)
|
|
(327,094
|
)
|
|
NM
|
|
10,160
|
|
|
(310,158
|
)
|
|
(339,694
|
)
|
|
NM
|
|
29,536
|
|
||||||
Applications
|
18,921
|
|
|
(33,710
|
)
|
|
(64)%
|
|
52,631
|
|
|
46,599
|
|
|
(44,938
|
)
|
|
(49)%
|
|
91,537
|
|
||||||
Video
|
(5,039
|
)
|
|
5,418
|
|
|
52%
|
|
(10,457
|
)
|
|
(22,524
|
)
|
|
8,402
|
|
|
27%
|
|
(30,926
|
)
|
||||||
Other
|
(1,686
|
)
|
|
(1,287
|
)
|
|
(323)%
|
|
(399
|
)
|
|
(1,788
|
)
|
|
(848
|
)
|
|
(90)%
|
|
(940
|
)
|
||||||
Corporate
|
(33,286
|
)
|
|
(2,009
|
)
|
|
(6)%
|
|
(31,277
|
)
|
|
(59,838
|
)
|
|
(3,365
|
)
|
|
(6)%
|
|
(56,473
|
)
|
||||||
Total
|
$
|
(252,446
|
)
|
|
$
|
(315,215
|
)
|
|
NM
|
|
$
|
62,769
|
|
|
$
|
(231,029
|
)
|
|
$
|
(328,917
|
)
|
|
NM
|
|
$
|
97,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
NM
|
|
|
|
|
|
8%
|
|
NM
|
|
|
|
|
|
6%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
100,120
|
|
|
$
|
36,672
|
|
|
58%
|
|
$
|
63,448
|
|
|
$
|
164,706
|
|
|
$
|
68,008
|
|
|
70%
|
|
$
|
96,698
|
|
HomeAdvisor
|
15,016
|
|
|
10,316
|
|
|
219%
|
|
4,700
|
|
|
19,982
|
|
|
16,118
|
|
|
417%
|
|
3,864
|
|
||||||
Publishing
|
(11,845
|
)
|
|
(29,182
|
)
|
|
NM
|
|
17,337
|
|
|
(431
|
)
|
|
(44,421
|
)
|
|
NM
|
|
43,990
|
|
||||||
Applications
|
29,082
|
|
|
(20,013
|
)
|
|
(41)%
|
|
49,095
|
|
|
60,140
|
|
|
(34,504
|
)
|
|
(36)%
|
|
94,644
|
|
||||||
Video
|
(3,975
|
)
|
|
8,160
|
|
|
67%
|
|
(12,135
|
)
|
|
(20,876
|
)
|
|
10,965
|
|
|
34%
|
|
(31,841
|
)
|
||||||
Other
|
(944
|
)
|
|
(1,822
|
)
|
|
NM
|
|
878
|
|
|
115
|
|
|
(1,485
|
)
|
|
(93)%
|
|
1,600
|
|
||||||
Corporate
|
(15,418
|
)
|
|
(774
|
)
|
|
(5)%
|
|
(14,644
|
)
|
|
(25,714
|
)
|
|
(595
|
)
|
|
(2)%
|
|
(25,119
|
)
|
||||||
Total
|
$
|
112,036
|
|
|
$
|
3,357
|
|
|
3%
|
|
$
|
108,679
|
|
|
$
|
197,922
|
|
|
$
|
14,086
|
|
|
8%
|
|
$
|
183,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
15%
|
|
|
|
|
|
14%
|
|
13%
|
|
|
|
|
|
12%
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$(27,644)
|
|
$12,430
|
|
82%
|
|
$(15,214)
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$(55,504)
|
|
$26,226
|
|
90%
|
|
$(29,278)
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Other expense, net
|
$(7,192)
|
|
$(5,554)
|
|
(339)%
|
|
$(1,638)
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Other income, net
|
$8,705
|
|
$3,355
|
|
63%
|
|
$5,350
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Income tax benefit
|
$96,740
|
|
NM
|
|
NM
|
|
$11,968
|
Effective income tax rate
|
34%
|
|
|
|
|
|
NM
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||
Income tax benefit
|
$95,220
|
|
NM
|
|
NM
|
|
$5,788
|
Effective income tax rate
|
34%
|
|
|
|
|
|
NM
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
(1)
|
|
$
|
754,768
|
|
|
$
|
1,109,331
|
|
All other countries
(2) (3)
|
|
491,216
|
|
|
372,116
|
|
||
Total cash and cash equivalents
|
|
1,245,984
|
|
|
1,481,447
|
|
||
Marketable securities (United States)
(4)
|
|
79,208
|
|
|
39,200
|
|
||
Total cash and cash equivalents and marketable securities
(5)
|
|
$
|
1,325,192
|
|
|
$
|
1,520,647
|
|
Match Group Debt:
|
|
|
|
|
||||
6.375% Senior Notes due June 1, 2024 (the "2016 Match Group Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016
|
|
$
|
400,000
|
|
|
$
|
—
|
|
6.75% Senior Notes due December 15, 2022 (the "2015 Match Group Senior Notes"); interest payable each June 15 and December 15 which commenced June 15, 2016
|
|
445,172
|
|
|
445,172
|
|
||
Match Group Term Loan due November 16, 2022
(6) (7)
|
|
390,000
|
|
|
800,000
|
|
||
Total Match Group long-term debt
|
|
1,235,172
|
|
|
1,245,172
|
|
||
Less: Current maturities of Match Group long-term debt
|
|
—
|
|
|
40,000
|
|
||
Less: Unamortized original issue discount and original issue premium, net
|
|
5,308
|
|
|
11,691
|
|
||
Less: Unamortized debt issuance costs
|
|
15,076
|
|
|
16,610
|
|
||
Total Match Group debt, net of current maturities
|
|
1,214,788
|
|
|
1,176,871
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commenced May 30, 2014
|
|
445,003
|
|
|
500,000
|
|
||
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013
|
|
48,619
|
|
|
54,732
|
|
||
Total IAC long-term debt
|
|
493,622
|
|
|
554,732
|
|
||
Less: Current portion of IAC long-term debt
|
|
50,000
|
|
|
—
|
|
||
Less: Unamortized debt issuance costs
|
|
3,151
|
|
|
4,649
|
|
||
Total IAC debt, net of current portion
|
|
440,471
|
|
|
550,083
|
|
||
|
|
|
|
|
||||
Total long-term debt, net of current portion
|
|
$
|
1,655,259
|
|
|
$
|
1,726,954
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
|
$
|
65,929
|
|
|
$
|
85,779
|
|
Net cash provided by (used in) investing activities
|
|
18,971
|
|
|
(152,864
|
)
|
||
Net cash used in financing activities
|
|
(314,467
|
)
|
|
(261,533
|
)
|
(1)
|
Reflects repurchases made pursuant to the repurchase authorization previously announced in April 2013.
|
(2)
|
Represents the total number of shares of common stock that remained available for repurchase as of June 30, 2016 pursuant to the April 2013 and/or May 2016 repurchase authorizations, as applicable. IAC may purchase shares pursuant to these repurchase authorizations over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
|
Exhibit
Number
|
Description
|
Location
|
|
3.1
|
|
Restated Certificate of Incorporation of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A/A, filed on August 12, 2005.
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 22, 2008.
|
3.3
|
|
Amended and Restated By-Laws of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
|
4.1
|
|
Indenture, dated as of June 1, 2016, between Match Group, Inc. and Computershare Trust Company, N.A., as trustee.
|
Exhibit 4.1 to Match Group, Inc.'s Current Report on Form 8-K, filed on June 2, 2016.
|
4.2
|
|
Registration Rights Agreement, dated as of June 1, 2016, between Match Group, Inc. and J.P. Morgan Securities LLC.
|
Exhibit 4.2 to Match Group, Inc.'s Current Report on Form 8-K, filed on June 2, 2016.
|
10.1
|
|
Amendment No.1 to Employee Matters Agreement, dated as of April 13, 2016, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
Exhibit 99.2 to the Schedule 13D filed by IAC/InterActiveCorp on April 14, 2016.
|
10.2
|
|
Employment Agreement, dated as of April 7, 2016, by and between Glenn H. Schiffman and IAC/InterActiveCorp.
(1)(2)
|
|
31.1
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
(2)
|
|
31.2
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
(2)
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|
31.3
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|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
(2)
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|
32.1
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|
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
(3)
|
|
32.2
|
|
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.
(3)
|
|
32.3
|
|
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.
(3)
|
|
101.INS
|
|
XBRL Instance
|
|
101.SCH
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|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
(1)
|
Reflects management contract and compensatory plan.
|
(2)
|
Filed herewith.
|
(3)
|
Furnished herewith.
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Dated:
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August 9, 2016
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IAC/INTERACTIVECORP
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||
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By:
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/s/ GLENN H. SCHIFFMAN
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Glenn H. Schiffman
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Executive Vice President and Chief Financial Officer
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Signature
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Title
|
|
Date
|
|
|
|
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/s/ GLENN H. SCHIFFMAN
|
Executive Vice President and
Chief Financial Officer
|
|
August 9, 2016
|
Glenn H. Schiffman
|
|
|
|
If to the Company:
|
c/o IAC/InterActiveCorp
555 West 18 th Street, 6 th Floor New York, NY 10011 Attention: General Counsel |
If to Executive:
|
At the most recent address for Executive on file at the Company.
|
2.
|
CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
June 30, 2016
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 9, 2016
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
June 30, 2016
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 9, 2016
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
June 30, 2016
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 9, 2016
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2016
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
August 9, 2016
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2016
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
August 9, 2016
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2016
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
August 9, 2016
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
|