|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Quarterly Period Ended September 30, 2018
|
|
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 18th 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
|
|
Smaller reporting
company
o
|
|
Emerging growth
company
o
|
Common Stock
|
77,724,487
|
|
Class B Common Stock
|
5,789,499
|
|
Total outstanding Common Stock
|
83,513,986
|
|
|
|
Page
Number
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,670,984
|
|
|
$
|
1,630,809
|
|
Marketable securities
|
208,555
|
|
|
4,995
|
|
||
Accounts receivable, net of allowance of $19,835 and $11,489, respectively
|
347,158
|
|
|
304,027
|
|
||
Other current assets
|
246,197
|
|
|
185,374
|
|
||
Total current assets
|
2,472,894
|
|
|
2,125,205
|
|
||
|
|
|
|
||||
Property and equipment, net of accumulated depreciation and amortization of $283,129 and $271,811, respectively
|
308,465
|
|
|
315,170
|
|
||
Goodwill
|
2,572,221
|
|
|
2,559,066
|
|
||
Intangible assets, net of accumulated amortization of $129,842 and $74,957,
respectively |
624,102
|
|
|
663,737
|
|
||
Long-term investments
|
217,615
|
|
|
64,977
|
|
||
Deferred income taxes
|
84,817
|
|
|
66,321
|
|
||
Other non-current assets
|
92,233
|
|
|
73,334
|
|
||
TOTAL ASSETS
|
$
|
6,372,347
|
|
|
$
|
5,867,810
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
76,193
|
|
|
76,571
|
|
||
Deferred revenue
|
381,397
|
|
|
342,483
|
|
||
Accrued expenses and other current liabilities
|
422,165
|
|
|
366,924
|
|
||
Total current liabilities
|
893,505
|
|
|
799,728
|
|
||
|
|
|
|
||||
Long-term debt, net
|
1,983,993
|
|
|
1,979,469
|
|
||
Income taxes payable
|
25,241
|
|
|
25,624
|
|
||
Deferred income taxes
|
34,861
|
|
|
35,070
|
|
||
Other long-term liabilities
|
36,625
|
|
|
38,229
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
69,530
|
|
|
42,867
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 262,040 and 260,624 shares, respectively, and outstanding 77,701 and 76,829 shares, respectively
|
262
|
|
|
261
|
|
||
Class B convertible common stock $.001 par value; authorized 400,000 shares; issued 16,157 shares and outstanding 5,789 shares
|
16
|
|
|
16
|
|
||
Additional paid-in capital
|
11,955,629
|
|
|
12,165,002
|
|
||
Retained earnings
|
1,067,042
|
|
|
595,038
|
|
||
Accumulated other comprehensive loss
|
(112,855
|
)
|
|
(103,568
|
)
|
||
Treasury stock 194,708 and 194,163 shares, respectively
|
(10,309,612
|
)
|
|
(10,226,721
|
)
|
||
Total IAC shareholders' equity
|
2,600,482
|
|
|
2,430,028
|
|
||
Noncontrolling interests
|
728,110
|
|
|
516,795
|
|
||
Total shareholders' equity
|
3,328,592
|
|
|
2,946,823
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
6,372,347
|
|
|
$
|
5,867,810
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
1,104,592
|
|
|
$
|
828,434
|
|
|
$
|
3,158,789
|
|
|
$
|
2,356,654
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
237,238
|
|
|
166,290
|
|
|
657,424
|
|
|
451,281
|
|
||||
Selling and marketing expense
|
386,802
|
|
|
352,879
|
|
|
1,159,294
|
|
|
1,023,394
|
|
||||
General and administrative expense
|
190,903
|
|
|
235,580
|
|
|
563,450
|
|
|
529,397
|
|
||||
Product development expense
|
77,740
|
|
|
70,645
|
|
|
230,122
|
|
|
180,835
|
|
||||
Depreciation
|
18,925
|
|
|
17,263
|
|
|
56,987
|
|
|
55,490
|
|
||||
Amortization of intangibles
|
20,152
|
|
|
4,366
|
|
|
60,293
|
|
|
22,151
|
|
||||
Total operating costs and expenses
|
931,760
|
|
|
847,023
|
|
|
2,727,570
|
|
|
2,262,548
|
|
||||
Operating income (loss)
|
172,832
|
|
|
(18,589
|
)
|
|
431,219
|
|
|
94,106
|
|
||||
Interest expense
|
(27,610
|
)
|
|
(25,036
|
)
|
|
(81,471
|
)
|
|
(74,556
|
)
|
||||
Other income (expense), net
|
8,113
|
|
|
(10,216
|
)
|
|
174,635
|
|
|
(7,700
|
)
|
||||
Earnings (loss) before income taxes
|
153,335
|
|
|
(53,841
|
)
|
|
524,383
|
|
|
11,850
|
|
||||
Income tax benefit
|
18,242
|
|
|
279,480
|
|
|
15,887
|
|
|
322,809
|
|
||||
Net earnings
|
171,577
|
|
|
225,639
|
|
|
540,270
|
|
|
334,659
|
|
||||
Net earnings attributable to noncontrolling interests
|
(25,803
|
)
|
|
(45,996
|
)
|
|
(105,061
|
)
|
|
(62,539
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
145,774
|
|
|
$
|
179,643
|
|
|
$
|
435,209
|
|
|
$
|
272,120
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
|
$
|
1.75
|
|
|
$
|
2.22
|
|
|
$
|
5.22
|
|
|
$
|
3.43
|
|
Diluted earnings per share
|
$
|
1.49
|
|
|
$
|
1.79
|
|
|
$
|
4.55
|
|
|
$
|
2.82
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
512
|
|
|
$
|
414
|
|
|
$
|
1,937
|
|
|
$
|
1,389
|
|
Selling and marketing expense
|
1,837
|
|
|
20,970
|
|
|
5,679
|
|
|
24,420
|
|
||||
General and administrative expense
|
44,242
|
|
|
94,432
|
|
|
134,743
|
|
|
153,123
|
|
||||
Product development expense
|
8,772
|
|
|
18,656
|
|
|
29,647
|
|
|
28,430
|
|
||||
Total stock-based compensation expense
|
$
|
55,363
|
|
|
$
|
134,472
|
|
|
$
|
172,006
|
|
|
$
|
207,362
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings
|
$
|
171,577
|
|
|
$
|
225,639
|
|
|
$
|
540,270
|
|
|
$
|
334,659
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(1,050
|
)
|
|
44,126
|
|
|
(12,233
|
)
|
|
84,824
|
|
||||
Change in unrealized gains and losses on available-for-sale securities (net of tax benefit of $4 for the three months ended September 30, 2018, and net of tax benefit of $3,846 for the nine months ended September 30, 2017)
|
(28
|
)
|
|
—
|
|
|
(15
|
)
|
|
(4,026
|
)
|
||||
Total other comprehensive (loss) income
|
(1,078
|
)
|
|
44,126
|
|
|
(12,248
|
)
|
|
80,798
|
|
||||
Comprehensive income, net of tax
|
170,499
|
|
|
269,765
|
|
|
528,022
|
|
|
415,457
|
|
||||
Components of comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
(25,803
|
)
|
|
(45,996
|
)
|
|
(105,061
|
)
|
|
(62,539
|
)
|
||||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
549
|
|
|
(6,901
|
)
|
|
2,632
|
|
|
(14,188
|
)
|
||||
Comprehensive income attributable to noncontrolling interests
|
(25,254
|
)
|
|
(52,897
|
)
|
|
(102,429
|
)
|
|
(76,727
|
)
|
||||
Comprehensive income attributable to IAC shareholders
|
$
|
145,245
|
|
|
$
|
216,868
|
|
|
$
|
425,593
|
|
|
$
|
338,730
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Class B
Convertible Common Stock $.001 Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
Common
Stock $.001 Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Loss |
|
|
|
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 at December 31, 2017
|
$
|
42,867
|
|
|
|
$
|
261
|
|
|
260,624
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,165,002
|
|
|
$
|
595,038
|
|
|
$
|
(103,568
|
)
|
|
$
|
(10,226,721
|
)
|
|
$
|
2,430,028
|
|
|
$
|
516,795
|
|
|
$
|
2,946,823
|
|
Cumulative effect of adoption of ASU No. 2014-09
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
3,410
|
|
|
40,205
|
|
||||||||||
Net earnings
|
34,481
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435,209
|
|
|
—
|
|
|
—
|
|
|
435,209
|
|
|
70,580
|
|
|
505,789
|
|
||||||||||
Other comprehensive loss, net of tax
|
(710
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,616
|
)
|
|
—
|
|
|
(9,616
|
)
|
|
(1,922
|
)
|
|
(11,538
|
)
|
||||||||||
Stock-based compensation expense
|
1,084
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,763
|
|
|
118,159
|
|
|
170,922
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,416
|
|
|
—
|
|
|
—
|
|
|
34,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,903
|
|
|
—
|
|
|
34,903
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|
(82,891
|
)
|
|
—
|
|
|
(82,891
|
)
|
||||||||||
Purchase of noncontrolling interests
|
(3,562
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,236
|
)
|
|
(1,236
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(372
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in Match Group
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270,149
|
)
|
|
—
|
|
|
347
|
|
|
—
|
|
|
(269,802
|
)
|
|
1,689
|
|
|
(268,113
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in ANGI Homeservices
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,530
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(29,548
|
)
|
|
6,006
|
|
|
(23,542
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
2,261
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,246
|
|
|
14,246
|
|
||||||||||
Other
|
(6,519
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
383
|
|
|
2,652
|
|
||||||||||
Balance at September 30, 2018
|
$
|
69,530
|
|
|
|
$
|
262
|
|
|
262,040
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,955,629
|
|
|
$
|
1,067,042
|
|
|
$
|
(112,855
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,600,482
|
|
|
$
|
728,110
|
|
|
$
|
3,328,592
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
540,270
|
|
|
$
|
334,659
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation expense
|
172,006
|
|
|
207,362
|
|
||
Amortization of intangibles
|
60,293
|
|
|
22,151
|
|
||
Depreciation
|
56,987
|
|
|
55,490
|
|
||
Bad debt expense
|
35,521
|
|
|
20,935
|
|
||
Deferred income taxes
|
(36,866
|
)
|
|
(344,120
|
)
|
||
Unrealized gains on equity securities, net
|
(126,444
|
)
|
|
—
|
|
||
Gains from the sale of investments and businesses, net
|
(27,240
|
)
|
|
(24,031
|
)
|
||
Other adjustments, net
|
12,677
|
|
|
35,662
|
|
||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|||
Accounts receivable
|
(78,665
|
)
|
|
(78,612
|
)
|
||
Other assets
|
(48,935
|
)
|
|
(17,326
|
)
|
||
Accounts payable and other liabilities
|
57,891
|
|
|
36,407
|
|
||
Income taxes payable and receivable
|
1,971
|
|
|
4,433
|
|
||
Deferred revenue
|
52,234
|
|
|
44,791
|
|
||
Net cash provided by operating activities
|
671,700
|
|
|
297,801
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(17,635
|
)
|
|
(69,113
|
)
|
||
Capital expenditures
|
(60,113
|
)
|
|
(56,519
|
)
|
||
Proceeds from maturities and sales of marketable debt securities
|
125,000
|
|
|
114,350
|
|
||
Purchases of marketable debt securities
|
(326,906
|
)
|
|
(24,909
|
)
|
||
Purchases of investments
|
(32,180
|
)
|
|
(9,105
|
)
|
||
Net proceeds from the sale of investments and businesses
|
28,630
|
|
|
125,220
|
|
||
Other, net
|
9,646
|
|
|
1,319
|
|
||
Net cash (used in) provided by investing activities
|
(273,558
|
)
|
|
81,243
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchases of IAC debt
|
(363
|
)
|
|
(31,590
|
)
|
||
Proceeds from issuance of Match Group debt
|
—
|
|
|
75,000
|
|
||
Principal payments on ANGI Homeservices debt
|
(10,313
|
)
|
|
—
|
|
||
Purchase of IAC treasury stock
|
(82,891
|
)
|
|
(56,424
|
)
|
||
Purchase of Match Group treasury stock
|
(86,239
|
)
|
|
—
|
|
||
Proceeds from the exercise of IAC stock options
|
38,903
|
|
|
69,065
|
|
||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
2,876
|
|
|
57,705
|
|
||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(3,011
|
)
|
|
(57,180
|
)
|
||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
(208,962
|
)
|
|
(228,978
|
)
|
||
Purchase of Match Group stock-based awards
|
—
|
|
|
(272,459
|
)
|
||
Purchase of noncontrolling interests
|
(4,798
|
)
|
|
(13,011
|
)
|
||
Acquisition-related contingent consideration payments
|
(185
|
)
|
|
(27,289
|
)
|
||
Debt issuance costs
|
—
|
|
|
(2,637
|
)
|
||
Other, net
|
(4,873
|
)
|
|
(5,002
|
)
|
||
Net cash used in financing activities
|
(359,856
|
)
|
|
(492,800
|
)
|
||
Total cash provided (used)
|
38,286
|
|
|
(113,756
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(207
|
)
|
|
9,401
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
38,079
|
|
|
(104,355
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
1,633,682
|
|
|
1,360,199
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
1,671,761
|
|
|
$
|
1,255,844
|
|
•
|
Match Group were
80.9%
, and
97.5%
, respectively. All references to "Match Group" or "MTCH" in this report are to Match Group, Inc.
|
•
|
ANGI Homeservices were
86.3%
, and
98.4%
, respectively. All reference to "ANGI Homeservices" or "ANGI" in this report are to ANGI Homeservices Inc.
|
•
|
Within ANGI, the effect of the adoption of ASU No. 2014-09 is that commissions paid to employees pursuant to certain sales incentive programs, which represent the incremental direct costs of obtaining a service professional contract, are now capitalized and amortized over the estimated life of a service professional (also referred to as the estimated customer relationship period). These costs were expensed as incurred prior to January 1, 2018. The cumulative effect of the adoption of ASU No. 2014-09 was the establishment of a current and non-current asset for capitalized sales commissions of
$29.7 million
and
$4.2 million
, respectively, and a related deferred tax liability of
$8.0 million
, resulting in a net increase to retained earnings of
$25.9 million
on January 1, 2018.
|
•
|
Within Applications, the primary effect of the adoption of ASU No. 2014-09 is to accelerate the recognition of the portion of the revenue of certain desktop applications sold by SlimWare that qualifies as functional intellectual property ("functional IP") under ASU No. 2014-09. This revenue was previously deferred and recognized over the applicable subscription term. The cumulative effect of the adoption of ASU No. 2014-09 for SlimWare was a reduction in deferred revenue of
$20.3 million
and the establishment of a deferred tax liability of
$4.9 million
, resulting in a net increase to retained earnings of
$15.5 million
on January 1, 2018.
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue by segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Match Group
|
$
|
443,943
|
|
|
$
|
443,943
|
|
|
$
|
—
|
|
|
$
|
1,272,506
|
|
|
$
|
1,272,506
|
|
|
$
|
—
|
|
ANGI Homeservices
|
303,116
|
|
|
303,116
|
|
|
—
|
|
|
853,249
|
|
|
853,249
|
|
|
—
|
|
||||||
Video
|
64,193
|
|
|
64,440
|
|
|
(247
|
)
|
|
193,112
|
|
|
194,049
|
|
|
(937
|
)
|
||||||
Applications
|
153,973
|
|
|
153,863
|
|
|
110
|
|
|
429,034
|
|
|
429,118
|
|
|
(84
|
)
|
||||||
Publishing
|
139,439
|
|
|
139,439
|
|
|
—
|
|
|
411,116
|
|
|
411,116
|
|
|
—
|
|
||||||
Inter-segment eliminations
|
(72
|
)
|
|
(72
|
)
|
|
—
|
|
|
(228
|
)
|
|
(228
|
)
|
|
—
|
|
||||||
Total
|
$
|
1,104,592
|
|
|
$
|
1,104,729
|
|
|
$
|
(137
|
)
|
|
$
|
3,158,789
|
|
|
$
|
3,159,810
|
|
|
$
|
(1,021
|
)
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Operating costs and expenses by segment:
|
|||||||||||||||||||||||
Match Group
|
$
|
304,048
|
|
|
$
|
304,048
|
|
|
$
|
—
|
|
|
$
|
870,213
|
|
|
$
|
870,213
|
|
|
$
|
—
|
|
ANGI Homeservices
|
269,601
|
|
|
269,352
|
|
|
249
|
|
|
807,228
|
|
|
815,190
|
|
|
(7,962
|
)
|
||||||
Video
|
74,443
|
|
|
74,756
|
|
|
(313
|
)
|
|
234,219
|
|
|
234,941
|
|
|
(722
|
)
|
||||||
Applications
|
120,932
|
|
|
119,962
|
|
|
970
|
|
|
337,455
|
|
|
335,184
|
|
|
2,271
|
|
||||||
Publishing
|
122,041
|
|
|
122,041
|
|
|
—
|
|
|
365,100
|
|
|
365,100
|
|
|
—
|
|
||||||
Corporate
|
40,695
|
|
|
40,695
|
|
|
—
|
|
|
113,355
|
|
|
113,355
|
|
|
—
|
|
||||||
Total
|
$
|
931,760
|
|
|
$
|
930,854
|
|
|
$
|
906
|
|
|
$
|
2,727,570
|
|
|
$
|
2,733,983
|
|
|
$
|
(6,413
|
)
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Operating income (loss) by segment:
|
|||||||||||||||||||||||
Match Group
|
$
|
139,895
|
|
|
$
|
139,895
|
|
|
$
|
—
|
|
|
$
|
402,293
|
|
|
$
|
402,293
|
|
|
$
|
—
|
|
ANGI Homeservices
|
33,515
|
|
|
33,764
|
|
|
(249
|
)
|
|
46,021
|
|
|
38,059
|
|
|
7,962
|
|
||||||
Video
|
(10,250
|
)
|
|
(10,316
|
)
|
|
66
|
|
|
(41,107
|
)
|
|
(40,892
|
)
|
|
(215
|
)
|
||||||
Applications
|
33,041
|
|
|
33,901
|
|
|
(860
|
)
|
|
91,579
|
|
|
93,934
|
|
|
(2,355
|
)
|
||||||
Publishing
|
17,398
|
|
|
17,398
|
|
|
—
|
|
|
46,016
|
|
|
46,016
|
|
|
—
|
|
||||||
Corporate
|
(40,767
|
)
|
|
(40,767
|
)
|
|
—
|
|
|
(113,583
|
)
|
|
(113,583
|
)
|
|
—
|
|
||||||
Total
|
$
|
172,832
|
|
|
$
|
173,875
|
|
|
$
|
(1,043
|
)
|
|
$
|
431,219
|
|
|
$
|
425,827
|
|
|
$
|
5,392
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net earnings
|
$
|
171,577
|
|
|
$
|
172,235
|
|
|
$
|
(658
|
)
|
|
$
|
540,270
|
|
|
$
|
536,119
|
|
|
$
|
4,151
|
|
|
September 30, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
1,670,984
|
|
|
$
|
1,630,809
|
|
|
$
|
1,255,317
|
|
|
$
|
1,329,187
|
|
Restricted cash included in other current assets
|
344
|
|
|
2,873
|
|
|
527
|
|
|
20,464
|
|
||||
Restricted cash included in other assets
|
433
|
|
|
—
|
|
|
—
|
|
|
10,548
|
|
||||
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
|
$
|
1,671,761
|
|
|
$
|
1,633,682
|
|
|
$
|
1,255,844
|
|
|
$
|
1,360,199
|
|
•
|
the Company has selected a software solution to implement ASU No. 2016-02;
|
•
|
the Company has input lease summaries into the software solution;
|
•
|
the Company is assessing the other inputs required in connection with the adoption of ASU No. 2016-02; and
|
•
|
the Company is developing its accounting policy, procedures and internal controls related to the new standard.
|
|
|
Three Months Ended
September 30, 2017 |
|
Nine Months Ended
September 30, 2017 |
||||
|
|
(In thousands, except per share data)
|
||||||
Revenue
|
|
$
|
898,584
|
|
|
$
|
2,571,613
|
|
Net earnings attributable to IAC shareholders
|
|
$
|
244,400
|
|
|
$
|
313,054
|
|
Basic earnings per share attributable to IAC shareholders
|
|
$
|
3.02
|
|
|
$
|
3.94
|
|
Diluted earnings per share attributable to IAC shareholders
|
|
$
|
2.80
|
|
|
$
|
3.70
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
Available-for-sale marketable debt securities
|
$
|
208,005
|
|
|
$
|
4,995
|
|
Marketable equity security
|
550
|
|
|
—
|
|
||
Total marketable securities
|
$
|
208,555
|
|
|
$
|
4,995
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Treasury discount notes
|
$
|
171,974
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
171,964
|
|
Commercial paper
|
36,041
|
|
|
—
|
|
|
—
|
|
|
36,041
|
|
||||
Total available-for-sale marketable debt securities
|
$
|
208,015
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
208,005
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial paper
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
Total available-for-sale marketable debt securities
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Proceeds from maturities and sales of available-for-sale marketable debt securities
|
$
|
115,000
|
|
|
$
|
15,000
|
|
|
$
|
125,000
|
|
|
$
|
114,350
|
|
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||
|
|
(In thousands)
|
||||||
Upward adjustments (gross unrealized gains)
|
|
$
|
—
|
|
|
$
|
128,786
|
|
Downward adjustments (including impairment) (gross unrealized losses)
|
|
—
|
|
|
(2,588
|
)
|
||
Total
|
|
$
|
—
|
|
|
$
|
126,198
|
|
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||
|
|
(In thousands)
|
||||||
Realized gains, net, for equity securities sold
|
|
$
|
702
|
|
|
$
|
27,874
|
|
Unrealized (losses) gains, net, on equity securities held
|
|
(115
|
)
|
|
126,444
|
|
||
Total gains recognized, net, in other income, net
|
|
$
|
587
|
|
|
$
|
154,318
|
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market 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.
|
|
September 30, 2018
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
745,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
745,046
|
|
Treasury discount notes
|
—
|
|
|
194,843
|
|
|
—
|
|
|
194,843
|
|
||||
Commercial paper
|
—
|
|
|
157,808
|
|
|
—
|
|
|
157,808
|
|
||||
Time deposits
|
—
|
|
|
105,034
|
|
|
—
|
|
|
105,034
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Treasury discount notes
|
—
|
|
|
171,964
|
|
|
—
|
|
|
171,964
|
|
||||
Commercial paper
|
—
|
|
|
36,041
|
|
|
—
|
|
|
36,041
|
|
||||
Marketable equity security
|
550
|
|
|
—
|
|
|
—
|
|
|
550
|
|
||||
Total
|
$
|
745,596
|
|
|
$
|
665,690
|
|
|
$
|
—
|
|
|
$
|
1,411,286
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,980
|
)
|
|
$
|
(1,980
|
)
|
|
December 31, 2017
|
||||||||||||||
|
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
|
$
|
780,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
780,425
|
|
Treasury discount notes
|
—
|
|
|
100,457
|
|
|
—
|
|
|
100,457
|
|
||||
Commercial paper
|
—
|
|
|
215,325
|
|
|
—
|
|
|
215,325
|
|
||||
Time deposits
|
—
|
|
|
60,000
|
|
|
—
|
|
|
60,000
|
|
||||
Certificates of deposit
|
—
|
|
|
6,195
|
|
|
—
|
|
|
6,195
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
4,995
|
|
|
—
|
|
|
4,995
|
|
||||
Total
|
$
|
780,425
|
|
|
$
|
386,972
|
|
|
$
|
—
|
|
|
$
|
1,167,397
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,647
|
)
|
|
$
|
(2,647
|
)
|
|
Contingent Consideration Arrangements
|
||||||
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Balance at July 1
|
$
|
(1,910
|
)
|
|
$
|
(24,829
|
)
|
Total net losses:
|
|
|
|
||||
Included in earnings:
|
|
|
|
||||
Fair value adjustments
|
(55
|
)
|
|
(60
|
)
|
||
Included in other comprehensive loss
|
(15
|
)
|
|
(332
|
)
|
||
Settlements
|
—
|
|
|
23,429
|
|
||
Balance at September 30
|
$
|
(1,980
|
)
|
|
$
|
(1,792
|
)
|
|
Contingent Consideration Arrangements
|
||||||
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(2,647
|
)
|
|
$
|
(33,871
|
)
|
Total net losses:
|
|
|
|
||||
Included in earnings:
|
|
|
|
||||
Fair value adjustments
|
(265
|
)
|
|
(4,945
|
)
|
||
Included in other comprehensive loss
|
(16
|
)
|
|
(1,405
|
)
|
||
Settlements
|
948
|
|
|
38,429
|
|
||
Balance at September 30
|
$
|
(1,980
|
)
|
|
$
|
(1,792
|
)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long-term debt
|
$
|
(13,750
|
)
|
|
$
|
(13,664
|
)
|
|
$
|
(13,750
|
)
|
|
$
|
(13,802
|
)
|
Long-term debt, net
(a)
|
(1,983,993
|
)
|
|
(2,353,160
|
)
|
|
(1,979,469
|
)
|
|
(2,168,108
|
)
|
(a)
|
At
September 30, 2018
and
December 31, 2017
, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of
$93.9 million
and
$109.1 million
, respectively
.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
MTCH Debt:
|
|
|
|
||||
MTCH Term Loan due November 16, 2022
|
$
|
425,000
|
|
|
$
|
425,000
|
|
6.375% Senior Notes due June 1, 2024 (the "6.375% MTCH Senior Notes"); interest payable each June 1 and December 1
|
400,000
|
|
|
400,000
|
|
||
5.00% Senior Notes due December 15, 2027 (the "5.00% MTCH Senior Notes"); interest payable each June 15 and December 15
|
450,000
|
|
|
450,000
|
|
||
Total MTCH long-term debt
|
1,275,000
|
|
|
1,275,000
|
|
||
Less: unamortized original issue discount
|
7,681
|
|
|
8,668
|
|
||
Less: unamortized debt issuance costs
|
12,231
|
|
|
13,636
|
|
||
Total MTCH debt, net
|
1,255,088
|
|
|
1,252,696
|
|
||
|
|
|
|
||||
ANGI Debt:
|
|
|
|
||||
ANGI Term Loan due November 1, 2022
|
264,688
|
|
|
275,000
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
2,483
|
|
|
2,938
|
|
||
Total ANGI debt, net
|
248,455
|
|
|
258,312
|
|
||
|
|
|
|
||||
IAC Debt:
|
|
|
|
||||
0.875% Exchangeable Senior Notes due October 1, 2022 (the "Exchangeable Notes"); interest payable each April 1 and October 1
|
517,500
|
|
|
517,500
|
|
||
4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15
|
34,489
|
|
|
34,859
|
|
||
Total IAC long-term debt
|
551,989
|
|
|
552,359
|
|
||
Less: unamortized original issue discount
|
57,356
|
|
|
67,158
|
|
||
Less: unamortized debt issuance costs
|
14,183
|
|
|
16,740
|
|
||
Total IAC debt, net
|
480,450
|
|
|
468,461
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
1,983,993
|
|
|
$
|
1,979,469
|
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of July 1
|
$
|
(112,730
|
)
|
|
$
|
13
|
|
|
$
|
(112,717
|
)
|
Other comprehensive loss
|
(111
|
)
|
|
(27
|
)
|
|
(138
|
)
|
|||
Balance as of September 30
|
$
|
(112,841
|
)
|
|
$
|
(14
|
)
|
|
$
|
(112,855
|
)
|
|
Three Months Ended September 30, 2017
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of July 1
|
$
|
(136,738
|
)
|
|
$
|
—
|
|
|
$
|
(136,738
|
)
|
Other comprehensive income
|
37,225
|
|
|
—
|
|
|
37,225
|
|
|||
Balance as of September 30
|
$
|
(99,513
|
)
|
|
$
|
—
|
|
|
$
|
(99,513
|
)
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Losses On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
Other comprehensive loss before reclassifications
|
(9,221
|
)
|
|
(14
|
)
|
|
(9,235
|
)
|
|||
Amounts reclassified to earnings
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net current period other comprehensive loss
|
(9,273
|
)
|
|
(14
|
)
|
|
(9,287
|
)
|
|||
Balance as of September 30
|
$
|
(112,841
|
)
|
|
$
|
(14
|
)
|
|
$
|
(112,855
|
)
|
|
Nine Months Ended September 30, 2017
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(170,149
|
)
|
|
$
|
4,026
|
|
|
$
|
(166,123
|
)
|
Other comprehensive income before reclassifications
|
69,951
|
|
|
7
|
|
|
69,958
|
|
|||
Amounts reclassified to earnings
|
685
|
|
|
(4,033
|
)
|
|
(3,348
|
)
|
|||
Net current period other comprehensive income (loss)
|
70,636
|
|
|
(4,026
|
)
|
|
66,610
|
|
|||
Balance as of September 30
|
$
|
(99,513
|
)
|
|
$
|
—
|
|
|
$
|
(99,513
|
)
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
171,577
|
|
|
$
|
171,577
|
|
|
$
|
225,639
|
|
|
$
|
225,639
|
|
Net earnings attributable to noncontrolling interests
|
(25,803
|
)
|
|
(25,803
|
)
|
|
(45,996
|
)
|
|
(45,996
|
)
|
||||
Impact from public subsidiaries' dilutive securities
(a)
|
—
|
|
|
(8,336
|
)
|
|
—
|
|
|
(23,749
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
145,774
|
|
|
$
|
137,438
|
|
|
$
|
179,643
|
|
|
$
|
155,894
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
83,433
|
|
|
83,433
|
|
|
80,817
|
|
|
80,817
|
|
||||
Dilutive securities
(a) (b) (c) (d)
|
—
|
|
|
8,542
|
|
|
—
|
|
|
6,379
|
|
||||
Denominator for earnings per share—weighted average shares
(a) (b) (c) (d)
|
83,433
|
|
|
91,975
|
|
|
80,817
|
|
|
87,196
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||
Earnings per share
|
$
|
1.75
|
|
|
$
|
1.49
|
|
|
$
|
2.22
|
|
|
$
|
1.79
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
540,270
|
|
|
$
|
540,270
|
|
|
$
|
334,659
|
|
|
$
|
334,659
|
|
Net earnings attributable to noncontrolling interests
|
(105,061
|
)
|
|
(105,061
|
)
|
|
(62,539
|
)
|
|
(62,539
|
)
|
||||
Impact from public subsidiaries' dilutive securities
(a)
|
—
|
|
|
(19,490
|
)
|
|
—
|
|
|
(34,104
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
435,209
|
|
|
$
|
415,719
|
|
|
$
|
272,120
|
|
|
$
|
238,016
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
83,342
|
|
|
83,342
|
|
|
79,369
|
|
|
79,369
|
|
||||
Dilutive securities
(a) (b) (c) (d)
|
—
|
|
|
8,076
|
|
|
—
|
|
|
5,133
|
|
||||
Denominator for earnings per share—weighted average shares
(a) (b) (c) (d)
|
83,342
|
|
|
91,418
|
|
|
79,369
|
|
|
84,502
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||
Earnings per share
|
$
|
5.22
|
|
|
$
|
4.55
|
|
|
$
|
3.43
|
|
|
$
|
2.82
|
|
(a)
|
For the three months ended
September 30, 2018
, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the nine months ended
September 30, 2018
, it is more dilutive for IAC to settle certain MTCH and ANGI equity awards. For the
three and nine months ended
September 30, 2017
, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards.
|
(b)
|
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants and subsidiary denominated equity, exchange of the Company's Exchangeable Notes and vesting of restricted stock units ("RSUs"). For both the
three and nine months ended
September 30, 2018
,
3.4 million
potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months ended September 30, 2017, there were
no
potentially dilutive securities excluded from the calculation of diluted earnings per share. For the nine months ended September 30, 2017 less than
0.1 million
potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
(c)
|
Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For both the
three and nine months ended
September 30, 2018
and 2017,
0.2 million
and
0.3 million
shares, respectively, underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
|
(d)
|
It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate
$152.18
per share exchange price per
$1,000
principal amount of the Exchangeable Notes. For the three and nine months ended September 30, 2018, the average price of IAC common stock exceeded
$152.18
and the dilutive impact of the Exchangeable Notes was
0.6 million
and
0.2 million
shares, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
443,943
|
|
|
$
|
343,418
|
|
|
$
|
1,272,506
|
|
|
$
|
951,754
|
|
ANGI Homeservices
|
303,116
|
|
|
181,717
|
|
|
853,249
|
|
|
513,173
|
|
||||
Video
|
64,193
|
|
|
78,338
|
|
|
193,112
|
|
|
184,097
|
|
||||
Applications
|
153,973
|
|
|
136,333
|
|
|
429,034
|
|
|
439,199
|
|
||||
Publishing
|
139,439
|
|
|
88,755
|
|
|
411,116
|
|
|
244,959
|
|
||||
Other
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
23,980
|
|
||||
Inter-segment eliminations
|
(72
|
)
|
|
(127
|
)
|
|
(228
|
)
|
|
(508
|
)
|
||||
Total
|
$
|
1,104,592
|
|
|
$
|
828,434
|
|
|
$
|
3,158,789
|
|
|
$
|
2,356,654
|
|
(a)
|
The 2017 results at the Other segment consists of the results of The Princeton Review prior to its sale on March 31, 2017.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Match Group
|
|
|
|
|
|
|
|
||||||||
Direct revenue:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
233,643
|
|
|
$
|
186,868
|
|
|
$
|
667,163
|
|
|
$
|
540,701
|
|
International
|
197,902
|
|
|
143,230
|
|
|
564,846
|
|
|
376,572
|
|
||||
Direct revenue
|
431,545
|
|
|
330,098
|
|
|
1,232,009
|
|
|
917,273
|
|
||||
Indirect revenue (principally advertising revenue)
|
12,398
|
|
|
13,320
|
|
|
40,497
|
|
|
34,481
|
|
||||
Total Match Group revenue
|
$
|
443,943
|
|
|
$
|
343,418
|
|
|
$
|
1,272,506
|
|
|
$
|
951,754
|
|
|
|
|
|
|
|
|
|
||||||||
ANGI Homeservices
|
|
|
|
|
|
|
|
||||||||
Marketplace:
|
|
|
|
|
|
|
|
||||||||
Consumer connection revenue
|
$
|
195,065
|
|
|
$
|
141,055
|
|
|
$
|
531,297
|
|
|
$
|
398,218
|
|
Membership subscription revenue
|
17,034
|
|
|
14,486
|
|
|
49,226
|
|
|
40,942
|
|
||||
Other revenue
|
950
|
|
|
1,060
|
|
|
2,869
|
|
|
2,840
|
|
||||
Marketplace revenue
|
213,049
|
|
|
156,601
|
|
|
583,392
|
|
|
442,000
|
|
||||
Advertising & Other revenue
|
73,545
|
|
|
10,503
|
|
|
216,733
|
|
|
28,667
|
|
||||
North America
|
286,594
|
|
|
167,104
|
|
|
800,125
|
|
|
470,667
|
|
||||
Consumer connection revenue
|
12,022
|
|
|
10,001
|
|
|
38,885
|
|
|
29,636
|
|
||||
Membership subscription revenue
|
4,217
|
|
|
4,320
|
|
|
13,405
|
|
|
12,198
|
|
||||
Other revenue
|
283
|
|
|
292
|
|
|
834
|
|
|
672
|
|
||||
Europe
|
16,522
|
|
|
14,613
|
|
|
53,124
|
|
|
42,506
|
|
||||
Total ANGI Homeservices revenue
|
$
|
303,116
|
|
|
$
|
181,717
|
|
|
$
|
853,249
|
|
|
$
|
513,173
|
|
|
|
|
|
|
|
|
|
||||||||
Video
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
$
|
33,964
|
|
|
$
|
28,348
|
|
|
$
|
101,031
|
|
|
$
|
79,947
|
|
Media production and distribution revenue
|
15,966
|
|
|
45,926
|
|
|
52,281
|
|
|
90,603
|
|
Advertising and other revenue
|
14,263
|
|
|
4,064
|
|
|
39,800
|
|
|
13,547
|
|
||||
Total Video revenue
|
$
|
64,193
|
|
|
$
|
78,338
|
|
|
$
|
193,112
|
|
|
$
|
184,097
|
|
|
|
|
|
|
|
|
|
||||||||
Applications
|
|
|
|
|
|
|
|
||||||||
Desktop
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
110,855
|
|
|
$
|
112,356
|
|
|
$
|
326,982
|
|
|
$
|
364,622
|
|
Other
|
3,410
|
|
|
1,574
|
|
|
7,223
|
|
|
4,795
|
|
||||
Advertising revenue
|
114,265
|
|
|
113,930
|
|
|
334,205
|
|
|
369,417
|
|
||||
Subscription and other revenue
|
4,277
|
|
|
8,692
|
|
|
16,355
|
|
|
25,889
|
|
||||
Total Desktop
|
118,542
|
|
|
122,622
|
|
|
350,560
|
|
|
395,306
|
|
||||
Mobile
|
|
|
|
|
|
|
|
||||||||
Subscription and other revenue
|
31,157
|
|
|
6,216
|
|
|
63,687
|
|
|
23,150
|
|
||||
Advertising revenue
|
4,274
|
|
|
7,495
|
|
|
14,787
|
|
|
20,743
|
|
||||
Total Mobile
|
35,431
|
|
|
13,711
|
|
|
78,474
|
|
|
43,893
|
|
||||
Total Applications revenue
|
$
|
153,973
|
|
|
$
|
136,333
|
|
|
$
|
429,034
|
|
|
$
|
439,199
|
|
|
|
|
|
|
|
|
|
||||||||
Publishing
|
|
|
|
|
|
|
|
||||||||
Premium Brands
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
11,526
|
|
|
$
|
11,956
|
|
|
$
|
37,517
|
|
|
$
|
32,553
|
|
Other
|
26,231
|
|
|
17,909
|
|
|
76,401
|
|
|
51,009
|
|
||||
Advertising revenue
|
37,757
|
|
|
29,865
|
|
|
113,918
|
|
|
83,562
|
|
||||
Other revenue
|
1,340
|
|
|
756
|
|
|
3,746
|
|
|
1,405
|
|
||||
Total Premium Brands
|
39,097
|
|
|
30,621
|
|
|
117,664
|
|
|
84,967
|
|
||||
Ask & Other
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
81,507
|
|
|
51,995
|
|
|
254,762
|
|
|
140,476
|
|
||||
Other
|
12,407
|
|
|
5,928
|
|
|
28,682
|
|
|
18,919
|
|
||||
Advertising revenue
|
93,914
|
|
|
57,923
|
|
|
283,444
|
|
|
159,395
|
|
||||
Other revenue
|
6,428
|
|
|
211
|
|
|
10,008
|
|
|
597
|
|
||||
Total Ask & Other
|
100,342
|
|
|
58,134
|
|
|
293,452
|
|
|
159,992
|
|
||||
Total Publishing revenue
|
$
|
139,439
|
|
|
$
|
88,755
|
|
|
$
|
411,116
|
|
|
$
|
244,959
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
738,599
|
|
|
$
|
577,362
|
|
|
$
|
2,104,750
|
|
|
$
|
1,670,980
|
|
All other countries
|
365,993
|
|
|
251,072
|
|
|
1,054,039
|
|
|
685,674
|
|
||||
Total
|
$
|
1,104,592
|
|
|
$
|
828,434
|
|
|
$
|
3,158,789
|
|
|
$
|
2,356,654
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
279,690
|
|
|
$
|
286,541
|
|
All other countries
|
28,775
|
|
|
28,629
|
|
||
Total
|
$
|
308,465
|
|
|
$
|
315,170
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
139,895
|
|
|
$
|
91,008
|
|
|
$
|
402,293
|
|
|
$
|
232,854
|
|
ANGI Homeservices
|
33,515
|
|
|
(112,505
|
)
|
|
46,021
|
|
|
(115,258
|
)
|
||||
Video
|
(10,250
|
)
|
|
(1,809
|
)
|
|
(41,107
|
)
|
|
(25,227
|
)
|
||||
Applications
|
33,041
|
|
|
29,386
|
|
|
91,579
|
|
|
101,288
|
|
||||
Publishing
|
17,398
|
|
|
5,677
|
|
|
46,016
|
|
|
(2,968
|
)
|
||||
Other
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,621
|
)
|
||||
Corporate
|
(40,767
|
)
|
|
(30,346
|
)
|
|
(113,583
|
)
|
|
(90,962
|
)
|
||||
Total
|
$
|
172,832
|
|
|
$
|
(18,589
|
)
|
|
$
|
431,219
|
|
|
$
|
94,106
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA:
(b)
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
165,039
|
|
|
$
|
119,564
|
|
|
$
|
478,341
|
|
|
$
|
315,705
|
|
ANGI Homeservices
|
$
|
77,700
|
|
|
$
|
(2,266
|
)
|
|
$
|
181,319
|
|
|
$
|
21,612
|
|
Video
|
$
|
(7,390
|
)
|
|
$
|
(822
|
)
|
|
$
|
(31,432
|
)
|
|
$
|
(22,386
|
)
|
Applications
|
$
|
34,989
|
|
|
$
|
31,077
|
|
|
$
|
97,145
|
|
|
$
|
106,556
|
|
Publishing
|
$
|
18,467
|
|
|
$
|
7,088
|
|
|
$
|
49,435
|
|
|
$
|
11,007
|
|
Other
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,532
|
)
|
Corporate
|
$
|
(21,478
|
)
|
|
$
|
(17,070
|
)
|
|
$
|
(54,038
|
)
|
|
$
|
(46,908
|
)
|
(b)
|
The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our businesses, and this measure is one of the primary metrics on which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
139,895
|
|
|
$
|
16,141
|
|
|
$
|
8,513
|
|
|
$
|
435
|
|
|
$
|
55
|
|
|
$
|
165,039
|
|
ANGI Homeservices
|
33,515
|
|
|
$
|
22,474
|
|
|
$
|
6,100
|
|
|
$
|
15,611
|
|
|
$
|
—
|
|
|
$
|
77,700
|
|
|
Video
|
(10,250
|
)
|
|
$
|
323
|
|
|
$
|
396
|
|
|
$
|
2,141
|
|
|
$
|
—
|
|
|
$
|
(7,390
|
)
|
|
Applications
|
33,041
|
|
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
1,331
|
|
|
$
|
—
|
|
|
$
|
34,989
|
|
|
Publishing
|
17,398
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
634
|
|
|
$
|
—
|
|
|
$
|
18,467
|
|
|
Corporate
|
(40,767
|
)
|
|
$
|
16,425
|
|
|
$
|
2,864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,478
|
)
|
|
Operating income
|
172,832
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(27,610
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
8,113
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
153,335
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
18,242
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
171,577
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(25,803
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
145,774
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
91,008
|
|
|
$
|
19,949
|
|
|
$
|
8,147
|
|
|
$
|
401
|
|
|
$
|
59
|
|
|
$
|
119,564
|
|
ANGI Homeservices
|
(112,505
|
)
|
|
$
|
103,980
|
|
|
$
|
3,491
|
|
|
$
|
2,768
|
|
|
$
|
—
|
|
|
$
|
(2,266
|
)
|
|
Video
|
(1,809
|
)
|
|
$
|
134
|
|
|
$
|
541
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
(822
|
)
|
|
Applications
|
29,386
|
|
|
$
|
—
|
|
|
$
|
1,155
|
|
|
$
|
536
|
|
|
$
|
—
|
|
|
$
|
31,077
|
|
|
Publishing
|
5,677
|
|
|
$
|
—
|
|
|
$
|
1,062
|
|
|
$
|
349
|
|
|
$
|
—
|
|
|
$
|
7,088
|
|
|
Corporate
|
(30,346
|
)
|
|
$
|
10,409
|
|
|
$
|
2,867
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17,070
|
)
|
|
Operating loss
|
(18,589
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(25,036
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other expense, net
|
(10,216
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Loss before income taxes
|
(53,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
279,480
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
225,639
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(45,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
179,643
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
402,293
|
|
|
$
|
49,810
|
|
|
$
|
25,059
|
|
|
$
|
914
|
|
|
$
|
265
|
|
|
$
|
478,341
|
|
ANGI Homeservices
|
46,021
|
|
|
$
|
69,433
|
|
|
$
|
18,170
|
|
|
$
|
47,695
|
|
|
$
|
—
|
|
|
$
|
181,319
|
|
|
Video
|
(41,107
|
)
|
|
$
|
1,747
|
|
|
$
|
1,518
|
|
|
$
|
6,410
|
|
|
$
|
—
|
|
|
$
|
(31,432
|
)
|
|
Applications
|
91,579
|
|
|
$
|
—
|
|
|
$
|
2,145
|
|
|
$
|
3,421
|
|
|
$
|
—
|
|
|
$
|
97,145
|
|
|
Publishing
|
46,016
|
|
|
$
|
—
|
|
|
$
|
1,566
|
|
|
$
|
1,853
|
|
|
$
|
—
|
|
|
$
|
49,435
|
|
|
Corporate
|
(113,583
|
)
|
|
$
|
51,016
|
|
|
$
|
8,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54,038
|
)
|
|
Operating income
|
431,219
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(81,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
174,635
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
524,383
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
15,887
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
540,270
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(105,061
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
435,209
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
232,854
|
|
|
$
|
53,627
|
|
|
$
|
23,619
|
|
|
$
|
1,208
|
|
|
$
|
4,397
|
|
|
$
|
315,705
|
|
ANGI Homeservices
|
(115,258
|
)
|
|
$
|
120,280
|
|
|
$
|
9,705
|
|
|
$
|
6,885
|
|
|
$
|
—
|
|
|
$
|
21,612
|
|
|
Video
|
(25,227
|
)
|
|
$
|
267
|
|
|
$
|
1,637
|
|
|
$
|
937
|
|
|
$
|
—
|
|
|
$
|
(22,386
|
)
|
|
Applications
|
101,288
|
|
|
$
|
—
|
|
|
$
|
3,087
|
|
|
$
|
1,633
|
|
|
$
|
548
|
|
|
$
|
106,556
|
|
|
Publishing
|
(2,968
|
)
|
|
$
|
—
|
|
|
$
|
4,011
|
|
|
$
|
9,964
|
|
|
$
|
—
|
|
|
$
|
11,007
|
|
|
Other
|
(5,621
|
)
|
|
$
|
1,729
|
|
|
$
|
836
|
|
|
$
|
1,524
|
|
|
$
|
—
|
|
|
$
|
(1,532
|
)
|
|
Corporate
|
(90,962
|
)
|
|
$
|
31,459
|
|
|
$
|
12,595
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(46,908
|
)
|
|
Operating income
|
94,106
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(74,556
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other expense, net
|
(7,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
11,850
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
322,809
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
334,659
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(62,539
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
272,120
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In thousands)
|
||||||
Other income (expense), net
|
$8,113
|
|
$(10,216)
|
|
$174,635
|
|
$(7,700)
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
739,157
|
|
|
$
|
—
|
|
|
$
|
931,827
|
|
|
$
|
—
|
|
|
$
|
1,670,984
|
|
Marketable securities
|
173,140
|
|
|
—
|
|
|
35,415
|
|
|
—
|
|
|
208,555
|
|
|||||
Accounts receivable, net of allowance
|
—
|
|
|
100,837
|
|
|
246,321
|
|
|
—
|
|
|
347,158
|
|
|||||
Other current assets
|
43,501
|
|
|
32,036
|
|
|
170,660
|
|
|
—
|
|
|
246,197
|
|
|||||
Intercompany receivables
|
—
|
|
|
1,225,467
|
|
|
—
|
|
|
(1,225,467
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
5,707
|
|
|
166,151
|
|
|
136,607
|
|
|
—
|
|
|
308,465
|
|
|||||
Goodwill
|
—
|
|
|
412,009
|
|
|
2,160,212
|
|
|
—
|
|
|
2,572,221
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
73,524
|
|
|
550,578
|
|
|
—
|
|
|
624,102
|
|
|||||
Investment in subsidiaries
|
1,888,607
|
|
|
198,380
|
|
|
—
|
|
|
(2,086,987
|
)
|
|
—
|
|
|||||
Other non-current assets
|
220,674
|
|
|
83,101
|
|
|
223,597
|
|
|
(132,707
|
)
|
|
394,665
|
|
|||||
Total assets
|
$
|
3,070,786
|
|
|
$
|
2,291,505
|
|
|
$
|
4,455,217
|
|
|
$
|
(3,445,161
|
)
|
|
$
|
6,372,347
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
884
|
|
|
38,487
|
|
|
36,822
|
|
|
—
|
|
|
76,193
|
|
|||||
Other current liabilities
|
39,385
|
|
|
91,104
|
|
|
673,073
|
|
|
—
|
|
|
803,562
|
|
|||||
Long-term debt, net
|
34,248
|
|
|
—
|
|
|
1,949,745
|
|
|
—
|
|
|
1,983,993
|
|
|||||
Income taxes payable
|
—
|
|
|
1,649
|
|
|
23,592
|
|
|
—
|
|
|
25,241
|
|
|||||
Intercompany liabilities
|
395,463
|
|
|
—
|
|
|
830,004
|
|
|
(1,225,467
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
324
|
|
|
18,059
|
|
|
185,810
|
|
|
(132,707
|
)
|
|
71,486
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
69,530
|
|
|
—
|
|
|
69,530
|
|
|||||
Shareholders' equity (deficit)
|
2,600,482
|
|
|
2,142,206
|
|
|
(55,219
|
)
|
|
(2,086,987
|
)
|
|
2,600,482
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
728,110
|
|
|
—
|
|
|
728,110
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,070,786
|
|
|
$
|
2,291,505
|
|
|
$
|
4,455,217
|
|
|
$
|
(3,445,161
|
)
|
|
$
|
6,372,347
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
585,639
|
|
|
$
|
—
|
|
|
$
|
1,045,170
|
|
|
$
|
—
|
|
|
$
|
1,630,809
|
|
Marketable securities
|
4,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,995
|
|
|||||
Accounts receivable, net of allowance
|
31
|
|
|
109,289
|
|
|
194,707
|
|
|
—
|
|
|
304,027
|
|
|||||
Other current assets
|
49,159
|
|
|
33,387
|
|
|
102,828
|
|
|
—
|
|
|
185,374
|
|
|||||
Intercompany receivables
|
—
|
|
|
668,703
|
|
|
—
|
|
|
(668,703
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
2,811
|
|
|
174,323
|
|
|
138,036
|
|
|
—
|
|
|
315,170
|
|
|||||
Goodwill
|
—
|
|
|
412,010
|
|
|
2,147,056
|
|
|
—
|
|
|
2,559,066
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
74,852
|
|
|
588,885
|
|
|
—
|
|
|
663,737
|
|
|||||
Investment in subsidiaries
|
2,077,898
|
|
|
554,998
|
|
|
—
|
|
|
(2,632,896
|
)
|
|
—
|
|
|||||
Other non-current assets
|
170,073
|
|
|
87,306
|
|
|
79,688
|
|
|
(132,435
|
)
|
|
204,632
|
|
|||||
Total assets
|
$
|
2,890,606
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,434,034
|
)
|
|
$
|
5,867,810
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
5,163
|
|
|
30,469
|
|
|
40,939
|
|
|
—
|
|
|
76,571
|
|
|||||
Other current liabilities
|
29,489
|
|
|
88,050
|
|
|
591,868
|
|
|
—
|
|
|
709,407
|
|
|||||
Long-term debt, net
|
34,572
|
|
|
—
|
|
|
1,944,897
|
|
|
—
|
|
|
1,979,469
|
|
|||||
Income taxes payable
|
16
|
|
|
1,605
|
|
|
24,003
|
|
|
—
|
|
|
25,624
|
|
|||||
Intercompany liabilities
|
390,827
|
|
|
—
|
|
|
277,876
|
|
|
(668,703
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
511
|
|
|
18,613
|
|
|
186,610
|
|
|
(132,435
|
)
|
|
73,299
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
42,867
|
|
|
—
|
|
|
42,867
|
|
|||||
Shareholders' equity
|
2,430,028
|
|
|
1,976,131
|
|
|
656,765
|
|
|
(2,632,896
|
)
|
|
2,430,028
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
516,795
|
|
|
—
|
|
|
516,795
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,890,606
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,434,034
|
)
|
|
$
|
5,867,810
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
212,892
|
|
|
$
|
891,771
|
|
|
$
|
(71
|
)
|
|
$
|
1,104,592
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
19
|
|
|
68,748
|
|
|
168,524
|
|
|
(53
|
)
|
|
237,238
|
|
|||||
Selling and marketing expense
|
225
|
|
|
79,865
|
|
|
306,747
|
|
|
(35
|
)
|
|
386,802
|
|
|||||
General and administrative expense
|
37,021
|
|
|
7,238
|
|
|
146,627
|
|
|
17
|
|
|
190,903
|
|
|||||
Product development expense
|
155
|
|
|
14,395
|
|
|
63,190
|
|
|
—
|
|
|
77,740
|
|
|||||
Depreciation
|
271
|
|
|
3,009
|
|
|
15,645
|
|
|
—
|
|
|
18,925
|
|
|||||
Amortization of intangibles
|
—
|
|
|
409
|
|
|
19,743
|
|
|
—
|
|
|
20,152
|
|
|||||
Total operating costs and expenses
|
37,691
|
|
|
173,664
|
|
|
720,476
|
|
|
(71
|
)
|
|
931,760
|
|
|||||
Operating (loss) income
|
(37,691
|
)
|
|
39,228
|
|
|
171,295
|
|
|
—
|
|
|
172,832
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
162,497
|
|
|
14,555
|
|
|
—
|
|
|
(177,052
|
)
|
|
—
|
|
|||||
Interest expense
|
(424
|
)
|
|
—
|
|
|
(27,186
|
)
|
|
—
|
|
|
(27,610
|
)
|
|||||
Other (expense) income, net
(a)
|
(3,812
|
)
|
|
29,367
|
|
|
3,826
|
|
|
(21,268
|
)
|
|
8,113
|
|
|||||
Earnings before income taxes
|
120,570
|
|
|
83,150
|
|
|
147,935
|
|
|
(198,320
|
)
|
|
153,335
|
|
|||||
Income tax benefit (provision)
|
25,204
|
|
|
310
|
|
|
(7,272
|
)
|
|
—
|
|
|
18,242
|
|
|||||
Net earnings
|
145,774
|
|
|
83,460
|
|
|
140,663
|
|
|
(198,320
|
)
|
|
171,577
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(25,803
|
)
|
|
—
|
|
|
(25,803
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
145,774
|
|
|
$
|
83,460
|
|
|
$
|
114,860
|
|
|
$
|
(198,320
|
)
|
|
$
|
145,774
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
145,245
|
|
|
$
|
92,277
|
|
|
$
|
122,765
|
|
|
$
|
(215,042
|
)
|
|
$
|
145,245
|
|
(a)
|
During the
three months ended
September 30, 2018, foreign cash of
$20 million
was repatriated to the U.S.
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
185,386
|
|
|
$
|
643,175
|
|
|
$
|
(127
|
)
|
|
$
|
828,434
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
—
|
|
|
41,741
|
|
|
124,676
|
|
|
(127
|
)
|
|
166,290
|
|
|||||
Selling and marketing expense
|
311
|
|
|
84,416
|
|
|
268,182
|
|
|
(30
|
)
|
|
352,879
|
|
|||||
General and administrative expense
|
32,060
|
|
|
15,404
|
|
|
188,086
|
|
|
30
|
|
|
235,580
|
|
|||||
Product development expense
|
592
|
|
|
13,145
|
|
|
56,908
|
|
|
—
|
|
|
70,645
|
|
|||||
Depreciation
|
407
|
|
|
4,338
|
|
|
12,518
|
|
|
—
|
|
|
17,263
|
|
|||||
Amortization of intangibles
|
—
|
|
|
350
|
|
|
4,016
|
|
|
—
|
|
|
4,366
|
|
|||||
Total operating costs and expenses
|
33,370
|
|
|
159,394
|
|
|
654,386
|
|
|
(127
|
)
|
|
847,023
|
|
|||||
Operating (loss) income
|
(33,370
|
)
|
|
25,992
|
|
|
(11,211
|
)
|
|
—
|
|
|
(18,589
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
203,817
|
|
|
489
|
|
|
—
|
|
|
(204,306
|
)
|
|
—
|
|
|||||
Interest expense
|
(5,484
|
)
|
|
—
|
|
|
(19,552
|
)
|
|
—
|
|
|
(25,036
|
)
|
|||||
Other (expense) income, net
|
(8,157
|
)
|
|
8,309
|
|
|
(10,368
|
)
|
|
—
|
|
|
(10,216
|
)
|
|||||
Earnings (loss) before income taxes
|
156,806
|
|
|
34,790
|
|
|
(41,131
|
)
|
|
(204,306
|
)
|
|
(53,841
|
)
|
|||||
Income tax benefit (provision)
|
22,837
|
|
|
(11,616
|
)
|
|
268,259
|
|
|
—
|
|
|
279,480
|
|
|||||
Net earnings
|
179,643
|
|
|
23,174
|
|
|
227,128
|
|
|
(204,306
|
)
|
|
225,639
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(45,996
|
)
|
|
—
|
|
|
(45,996
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
179,643
|
|
|
$
|
23,174
|
|
|
$
|
181,132
|
|
|
$
|
(204,306
|
)
|
|
$
|
179,643
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
216,868
|
|
|
$
|
3,682
|
|
|
$
|
225,089
|
|
|
$
|
(228,771
|
)
|
|
$
|
216,868
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
633,745
|
|
|
$
|
2,525,271
|
|
|
$
|
(227
|
)
|
|
$
|
3,158,789
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
170
|
|
|
186,187
|
|
|
471,227
|
|
|
(160
|
)
|
|
657,424
|
|
|||||
Selling and marketing expense
|
627
|
|
|
250,305
|
|
|
908,478
|
|
|
(116
|
)
|
|
1,159,294
|
|
|||||
General and administrative expense
|
100,082
|
|
|
36,878
|
|
|
426,441
|
|
|
49
|
|
|
563,450
|
|
|||||
Product development expense
|
1,371
|
|
|
42,815
|
|
|
185,936
|
|
|
—
|
|
|
230,122
|
|
|||||
Depreciation
|
803
|
|
|
9,475
|
|
|
46,709
|
|
|
—
|
|
|
56,987
|
|
|||||
Amortization of intangibles
|
—
|
|
|
1,328
|
|
|
58,965
|
|
|
—
|
|
|
60,293
|
|
|||||
Total operating costs and expenses
|
103,053
|
|
|
526,988
|
|
|
2,097,756
|
|
|
(227
|
)
|
|
2,727,570
|
|
|||||
Operating (loss) income
|
(103,053
|
)
|
|
106,757
|
|
|
427,515
|
|
|
—
|
|
|
431,219
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
517,349
|
|
|
19,282
|
|
|
—
|
|
|
(536,631
|
)
|
|
—
|
|
|||||
Interest expense
|
(1,276
|
)
|
|
—
|
|
|
(80,195
|
)
|
|
—
|
|
|
(81,471
|
)
|
|||||
Other (expense) income, net
(b)
|
(14,223
|
)
|
|
378,454
|
|
|
159,786
|
|
|
(349,382
|
)
|
|
174,635
|
|
|||||
Earnings before income taxes
|
398,797
|
|
|
504,493
|
|
|
507,106
|
|
|
(886,013
|
)
|
|
524,383
|
|
|||||
Income tax benefit (provision)
|
36,412
|
|
|
(22,815
|
)
|
|
2,290
|
|
|
—
|
|
|
15,887
|
|
|||||
Net earnings
|
435,209
|
|
|
481,678
|
|
|
509,396
|
|
|
(886,013
|
)
|
|
540,270
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(105,061
|
)
|
|
—
|
|
|
(105,061
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
435,209
|
|
|
$
|
481,678
|
|
|
$
|
404,335
|
|
|
$
|
(886,013
|
)
|
|
$
|
435,209
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
425,593
|
|
|
$
|
490,542
|
|
|
$
|
401,429
|
|
|
$
|
(891,971
|
)
|
|
$
|
425,593
|
|
(b)
|
During the
nine months ended
September 30, 2018, foreign cash of
$346 million
was repatriated to the U.S.
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
536,789
|
|
|
$
|
1,820,373
|
|
|
$
|
(508
|
)
|
|
$
|
2,356,654
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
160
|
|
|
104,580
|
|
|
346,975
|
|
|
(434
|
)
|
|
451,281
|
|
|||||
Selling and marketing expense
|
1,250
|
|
|
258,634
|
|
|
763,640
|
|
|
(130
|
)
|
|
1,023,394
|
|
|||||
General and administrative expense
|
93,974
|
|
|
45,779
|
|
|
389,588
|
|
|
56
|
|
|
529,397
|
|
|||||
Product development expense
|
2,098
|
|
|
42,324
|
|
|
136,413
|
|
|
—
|
|
|
180,835
|
|
|||||
Depreciation
|
1,290
|
|
|
17,355
|
|
|
36,845
|
|
|
—
|
|
|
55,490
|
|
|||||
Amortization of intangibles
|
—
|
|
|
10,102
|
|
|
12,049
|
|
|
—
|
|
|
22,151
|
|
|||||
Total operating costs and expenses
|
98,772
|
|
|
478,774
|
|
|
1,685,510
|
|
|
(508
|
)
|
|
2,262,548
|
|
|||||
Operating (loss) income
|
(98,772
|
)
|
|
58,015
|
|
|
134,863
|
|
|
—
|
|
|
94,106
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
346,655
|
|
|
2,512
|
|
|
—
|
|
|
(349,167
|
)
|
|
—
|
|
|||||
Interest expense
|
(16,960
|
)
|
|
—
|
|
|
(57,596
|
)
|
|
—
|
|
|
(74,556
|
)
|
|||||
Other (expense) income, net
|
(20,783
|
)
|
|
21,207
|
|
|
(8,124
|
)
|
|
—
|
|
|
(7,700
|
)
|
|||||
Earnings before income taxes
|
210,140
|
|
|
81,734
|
|
|
69,143
|
|
|
(349,167
|
)
|
|
11,850
|
|
|||||
Income tax benefit (provision)
|
61,980
|
|
|
(22,444
|
)
|
|
283,273
|
|
|
—
|
|
|
322,809
|
|
|||||
Net earnings
|
272,120
|
|
|
59,290
|
|
|
352,416
|
|
|
(349,167
|
)
|
|
334,659
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(62,539
|
)
|
|
—
|
|
|
(62,539
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
272,120
|
|
|
$
|
59,290
|
|
|
$
|
289,877
|
|
|
$
|
(349,167
|
)
|
|
$
|
272,120
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
338,730
|
|
|
$
|
46,025
|
|
|
$
|
373,997
|
|
|
$
|
(420,022
|
)
|
|
$
|
338,730
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(30,873
|
)
|
|
$
|
502,225
|
|
|
$
|
548,884
|
|
|
$
|
(348,536
|
)
|
|
$
|
671,700
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
(4,142
|
)
|
|
—
|
|
|
(13,493
|
)
|
|
—
|
|
|
(17,635
|
)
|
|||||
Capital expenditures
|
(3,960
|
)
|
|
(1,288
|
)
|
|
(54,865
|
)
|
|
—
|
|
|
(60,113
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|||||
Purchases of marketable debt securities
|
(292,090
|
)
|
|
—
|
|
|
(34,816
|
)
|
|
—
|
|
|
(326,906
|
)
|
|||||
Purchases of investments
|
(19,180
|
)
|
|
—
|
|
|
(13,000
|
)
|
|
—
|
|
|
(32,180
|
)
|
|||||
Net proceeds from the sale of investments and businesses
|
408
|
|
|
—
|
|
|
28,222
|
|
|
—
|
|
|
28,630
|
|
|||||
Other, net
|
(5,000
|
)
|
|
3,908
|
|
|
10,738
|
|
|
—
|
|
|
9,646
|
|
|||||
Net cash (used in) provided by investing activities
|
(198,964
|
)
|
|
2,620
|
|
|
(77,214
|
)
|
|
—
|
|
|
(273,558
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of IAC debt
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Principal payments on ANGI Homeservices debt
|
—
|
|
|
—
|
|
|
(10,313
|
)
|
|
—
|
|
|
(10,313
|
)
|
|||||
Purchase of IAC treasury stock
|
(82,891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|||||
Purchase of Match Group treasury stock
|
—
|
|
|
—
|
|
|
(86,239
|
)
|
|
—
|
|
|
(86,239
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
38,903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,903
|
|
|||||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
2,876
|
|
|
—
|
|
|
2,876
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(3,011
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,011
|
)
|
|||||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(208,962
|
)
|
|
—
|
|
|
(208,962
|
)
|
|||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(4,798
|
)
|
|
—
|
|
|
(4,798
|
)
|
|||||
Acquisition-related contingent consideration payments
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
(185
|
)
|
|||||
Intercompany
|
427,698
|
|
|
(504,845
|
)
|
|
(271,389
|
)
|
|
348,536
|
|
|
—
|
|
|||||
Other, net
|
2,674
|
|
|
—
|
|
|
(7,547
|
)
|
|
—
|
|
|
(4,873
|
)
|
|||||
Net cash provided by (used in) financing activities
|
383,010
|
|
|
(504,845
|
)
|
|
(586,557
|
)
|
|
348,536
|
|
|
(359,856
|
)
|
|||||
Total cash provided (used)
|
153,173
|
|
|
—
|
|
|
(114,887
|
)
|
|
—
|
|
|
38,286
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
345
|
|
|
—
|
|
|
(552
|
)
|
|
—
|
|
|
(207
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
153,518
|
|
|
—
|
|
|
(115,439
|
)
|
|
—
|
|
|
38,079
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
585,639
|
|
|
—
|
|
|
1,048,043
|
|
|
—
|
|
|
1,633,682
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
739,157
|
|
|
$
|
—
|
|
|
$
|
932,604
|
|
|
$
|
—
|
|
|
$
|
1,671,761
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(35,286
|
)
|
|
$
|
75,892
|
|
|
$
|
257,195
|
|
|
$
|
—
|
|
|
$
|
297,801
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,200
|
)
|
|
(66,913
|
)
|
|
—
|
|
|
(69,113
|
)
|
|||||
Capital expenditures
|
(337
|
)
|
|
(903
|
)
|
|
(55,279
|
)
|
|
—
|
|
|
(56,519
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
114,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,350
|
|
|||||
Purchases of marketable debt securities
|
(24,909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,909
|
)
|
|||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(9,105
|
)
|
|
—
|
|
|
(9,105
|
)
|
|||||
Net proceeds from the sale of businesses and investments
|
911
|
|
|
—
|
|
|
124,309
|
|
|
—
|
|
|
125,220
|
|
|||||
Intercompany
|
(123,893
|
)
|
|
—
|
|
|
—
|
|
|
123,893
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
307
|
|
|
1,012
|
|
|
—
|
|
|
1,319
|
|
|||||
Net cash (used in) provided by investing activities
|
(33,878
|
)
|
|
(2,796
|
)
|
|
(5,976
|
)
|
|
123,893
|
|
|
81,243
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of IAC debt
|
(31,590
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,590
|
)
|
|||||
Proceeds from the issuance of Match Group debt
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
75,000
|
|
|||||
Purchase of IAC treasury stock
|
(56,424
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,424
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
69,065
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,065
|
|
|||||
Proceeds from the exercise of Match Group stock options
|
—
|
|
|
—
|
|
|
57,705
|
|
|
—
|
|
|
57,705
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(57,180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,180
|
)
|
|||||
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(228,978
|
)
|
|
—
|
|
|
(228,978
|
)
|
|||||
Purchase of Match Group stock-based awards
|
—
|
|
|
—
|
|
|
(272,459
|
)
|
|
—
|
|
|
(272,459
|
)
|
|||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(13,011
|
)
|
|
—
|
|
|
(13,011
|
)
|
|||||
Acquisition-related contingent consideration payments
|
—
|
|
|
—
|
|
|
(27,289
|
)
|
|
—
|
|
|
(27,289
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(2,637
|
)
|
|
—
|
|
|
(2,637
|
)
|
|||||
Intercompany
|
73,095
|
|
|
(73,096
|
)
|
|
123,894
|
|
|
(123,893
|
)
|
|
—
|
|
|||||
Other, net
|
251
|
|
|
—
|
|
|
(5,253
|
)
|
|
—
|
|
|
(5,002
|
)
|
|||||
Net cash used in financing activities
|
(2,783
|
)
|
|
(73,096
|
)
|
|
(293,028
|
)
|
|
(123,893
|
)
|
|
(492,800
|
)
|
|||||
Total cash used
|
(71,947
|
)
|
|
—
|
|
|
(41,809
|
)
|
|
—
|
|
|
(113,756
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
81
|
|
|
—
|
|
|
9,320
|
|
|
—
|
|
|
9,401
|
|
|||||
Net decrease in cash, cash equivalents, and restricted cash
|
(71,866
|
)
|
|
—
|
|
|
(32,489
|
)
|
|
—
|
|
|
(104,355
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
573,784
|
|
|
—
|
|
|
786,415
|
|
|
—
|
|
|
1,360,199
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
501,918
|
|
|
$
|
—
|
|
|
$
|
753,926
|
|
|
$
|
—
|
|
|
$
|
1,255,844
|
|
•
|
the IAC Credit Facility was amended and restated, reducing the facility size from
$300 million
to
$250 million
, and now expires on November 5, 2023.
|
•
|
ANGI entered into a five-year
$250 million
revolving credit facility (the "ANGI Credit Facility"). The annual commitment fee on undrawn funds is currently
25
basis points and is based on the net leverage ratio most recently reported. Borrowings under the ANGI Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on ANGI's consolidated net leverage ratio. The terms of the ANGI Homeservices Credit Facility require ANGI to maintain a net leverage ratio of not more than
4.5
to
1.0
and a minimum interest coverage ratio of not less than
2.0
to
1.0
.
|
•
|
ANGI Term Loan was amended and restated, and is now due on November 5, 2023. Interest payments continue to be due at least quarterly through the term of the loan and quarterly principal payments of
1.25%
of the original principal amount in the first three years from the amendment date,
2.5%
in the fourth year and
3.75%
in the fifth year are required. The financial covenants are the same as those for the ANGI Credit Facility.
|
•
|
Match Group ("MTCH")
- is a leading provider of subscription dating products, operating a portfolio of brands, including Tinder, Match, PlentyOfFish and OkCupid.
|
•
|
ANGI Homeservices ("ANGI")
- connects millions of homeowners to home service professionals through its portfolio of digital home service brands, including HomeAdvisor and Angie's List.
|
•
|
Video
- consists of Vimeo, Electus, CollegeHumor, IAC Films and for periods prior to its transfer to the Applications segment effective April 1, 2018, Daily Burn.
|
•
|
Applications
- consists of
Desktop
, which includes our direct-to-consumer downloadable desktop applications and the business-to-business partnership operations, and
Mobile
, which includes Apalon, iTranslate and Daily Burn.
|
•
|
Publishing
- consists of
Premium Brands,
which is composed of Dotdash (including Investopedia), Dictionary.com and The Daily Beast, and
Ask & Other,
which is principally composed of the Ask Media Group, BlueCrew and CityGrid.
|
•
|
Other
- consists of The Princeton Review for the period prior to its sale on March 31, 2017.
|
•
|
North America
- consists of the financial results and metrics associated with users located in the United States and Canada.
|
•
|
International
- consists of the financial results and metrics associated with users located outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is received directly from end users of its products and includes both subscription and à la carte revenue.
|
•
|
Subscribers -
are users who purchase a subscription to one of MTCH's products. Users who purchase only à la carte features are not included in Subscribers.
|
•
|
Average Subscribers
- is the number of Subscribers at the end of each day in the relevant measurement period divided by the number of calendar days in that period.
|
•
|
Average Revenue per Subscriber ("ARPU")
- is Direct Revenue from Subscribers in the relevant measurement period (whether in the form of subscription or à
la carte revenue from Subscribers) divided by the Average Subscribers in such period and further divided by the number of calendar days in such period. Direct Revenue from users who are not Subscribers and have purchased only à la carte features is not included in ARPU.
|
•
|
Marketplace Revenue
- includes revenue from the HomeAdvisor domestic marketplace service, including consumer connection revenue for consumer matches and membership subscription revenue from service professionals. It excludes revenue from Angie's List, mHelpDesk, HomeStars and Felix.
|
•
|
Marketplace Service Requests
- are fully completed and submitted domestic customer service requests to HomeAdvisor.
|
•
|
Marketplace Paying Service Professionals ("Marketplace Paying SPs")
- are the number of HomeAdvisor domestic service professionals that had an active subscription and/or paid for consumer matches in the last month of the period. An active subscription is a subscription for which HomeAdvisor was recognizing revenue on the last day of the relevant period.
|
•
|
Vimeo Ending Subscribers
- are the number of subscribers to Vimeo's SaaS video tools at the end of the period.
|
•
|
Cost of revenue -
consists primarily of traffic acquisition costs and includes (i) the amortization of fees paid to Apple and Google related to the distribution and the facilitation of in-app purchases and (ii) payments made to partners who distribute our business-to-business customized browser-based applications and who integrate our paid listings into their websites. These payments include amounts based on revenue share and other arrangements. Cost of revenue also includes hosting fees, compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in data center operations and MTCH customer service functions, credit card processing fees, production costs related to media produced by Electus and other businesses within our Video segment, content costs, expenses associated with the operation of the Company's data centers and costs associated with publishing and distributing the
Angie's List Magazine
. For periods prior to the sale of The Princeton Review, cost of revenue also includes rent and cost for teachers and tutors.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures, which include online marketing, including fees paid to search engines, social media sites and third parties that distribute our direct-to-consumer downloadable desktop applications, offline marketing, which is primarily television advertising, and partner-related payments to those who direct traffic to the brands within our MTCH and ANGI segments, and compensation expense (including stock-based compensation expense) and other employee-related costs for ANGI's sales force and marketing personnel.
|
•
|
General and administrative expense -
consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources, and customer service functions (except for MTCH which includes customer service costs within cost of revenue), fees for professional services (including transaction-related costs related to acquisitions and the Combination), facilities costs, bad debt expense, software license and maintenance costs and acquisition-related contingent consideration fair value adjustments (described below). The customer service function at ANGI includes personnel who provide support to its service professionals and consumers.
|
•
|
Product development expense
-
consists primarily of compensation expense (including stock-based compensation expense) 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 and software license and maintenance costs.
|
•
|
Acquisition-related contingent consideration fair value adjustments
- relate to the portion of the purchase price of certain acquisitions that is contingent upon the future earnings performance and/or operating metrics of the acquired company. The fair value of the liability is estimated at the date of acquisition and adjusted each reporting period until the liability is settled. Significant changes in forecasted earnings and/or operating metrics will result in a significantly higher or lower fair value measurement. The changes in the estimated fair value of the contingent consideration arrangements during each reporting period, including the accretion of the discount if the arrangement is longer than one year, are recognized in “General and administrative expense” in the accompanying consolidated statement of operations.
|
•
|
Exchangeable Notes -
On October 2, 2017, a finance subsidiary of the Company issued $517.5 million aggregate principal of 0.875% Exchangeable Senior Notes due October 1, 2022, which notes are guaranteed by the Company and are exchangeable into shares of the Company's common stock. Interest is payable each April 1 and October 1. The outstanding balance of the Exchangeable Notes as of September 30, 2018 is
$517.5 million
. Each $1,000 of principal of the Exchangeable Notes is exchangeable for 6.5713 shares of the Company's common stock, which is equivalent to an exchange price of approximately $152.18 per share, subject to adjustment upon the occurrence of specified events. A portion of the proceeds were used to repay the outstanding balance of the 4.875% Senior Notes (described below).
|
•
|
4.75% Senior Notes
- IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15. The outstanding balance of the 4.75% Senior Notes as of September 30, 2018 is
$34.5 million
.
|
•
|
4.875% Senior Notes
- IAC's 4.875% Senior Notes due November 30, 2018. The outstanding balance of $361.9 million was redeemed on November 30, 2017 with a portion of the proceeds from the Exchangeable Notes.
|
•
|
6.75% MTCH Senior Notes
- MTCH's 6.75% Senior Notes with an outstanding balance of $445.2 million was redeemed on December 17, 2017 with the proceeds from the 5.00% MTCH Senior Notes (described below) and cash on hand.
|
•
|
MTCH Term Loan
- due November 16, 2022. The outstanding balance of the MTCH Term Loan as of September 30, 2018 is
$425 million
. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or
4.67%
at September 30, 2018.
|
•
|
6.375% MTCH Senior Notes
- MTCH's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1. The outstanding balance of the 6.375% MTCH Senior Notes as of September 30, 2018 is
$400 million
.
|
•
|
5.00% MTCH Senior Notes
- MTCH's 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15. The proceeds, along with cash on hand, were used to redeem the outstanding balance of the 6.75% MTCH Senior Notes. The outstanding balance of the 5.00% MTCH Senior Notes as of September 30, 2018 is
$450 million
.
|
•
|
ANGI Term Loan -
a five-year term loan entered into by ANGI on November 1, 2017 in the amount of $275 million. The outstanding balance of the ANGI Term Loan as of September 30, 2018 is
$264.7 million
. The ANGI Term Loan bears interest, payable quarterly, at LIBOR plus 2.00%, or
4.10%
at September 30, 2018 and has quarterly principal payments.
|
•
|
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
- is a non-GAAP financial measure. See "
Principles of Financial Reporting
" for the definition of Adjusted EBITDA.
|
•
|
IAC's revolving credit facility was amended and restated, reducing the facility size from
$300 million
to
$250 million
, and now expires November 5, 2023.
|
•
|
ANGI entered into a five-year
$250 million
revolving credit facility and the ANGI Term Loan was amended and restated, and is now due on November 5, 2023.
|
(i)
|
the combination on September 29, 2017 of the businesses comprising the Company's former HomeAdvisor segment and Angie's List, Inc. ("Angie's List") under a new publicly traded company called ANGI Homeservices Inc. (the "Combination"), which comprises the Company's ANGI Homeservices segment. Stock-based compensation expense related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, is expected to be approximately $20 million for the remainder of 2018, and approximately $35 million in 2019 and $20 million in 2020.
|
(ii)
|
the adoption of the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09,
Revenue from Contracts with Customers
, on January 1, 2018. For the three months ended September 30, 2018, the adoption of ASU No. 2014-09 decreased consolidated operating income by
$1.0 million
. For the nine months ended September 30, 2018, the adoption of ASU No. 2014-09 increased consolidated operating income by
$5.4 million
, due primarily to a reduction in sales commissions expense of
$8.0 million
at ANGI due to the capitalization and amortization of sales commissions. For the three and nine months ended September 30, 2018, the effect of ASU No. 2014-09 decreased consolidated revenue by
$0.1 million
and
$1.0 million
, respectively.
|
(iii)
|
the adoption of FASB ASU No. 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities,
on January 1, 2018. For the nine months ended September 30, 2018, the adoption of ASU No. 2016-01 increased other income (expense), net by $126.4 million, which includes gross unrealized gains related to the remeasurement of Company's remaining investments in an investee following the sale of a portion of the Company's investment during the second quarter of 2018.
|
(iv)
|
acquisitions in 2018 and 2017:
|
•
|
a controlling interest in Hinge in the second quarter of 2018 (reflected in the MTCH segment);
|
•
|
a controlling interest in HomeStars Inc. ("HomeStars") on February 8, 2017 (reflected in the ANGI Homeservices segment as part of the North America business);
|
•
|
a controlling interest in MyBuilder Limited ("MyBuilder") on March 24, 2017 (reflected in the ANGI Homeservices segment as part of the Europe business); and
|
•
|
Livestream on October 18, 2017 (reflected in the Video segment as part of Vimeo).
|
(v)
|
the transfer of Daily Burn from the Video segment to the Applications segment effective April 1, 2018.
|
(vi)
|
the sale of The Princeton Review on March 31, 2017 (reflected in the Other segment).
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
443,943
|
|
|
$
|
100,525
|
|
|
29%
|
|
$
|
343,418
|
|
|
$
|
1,272,506
|
|
|
$
|
320,752
|
|
|
34%
|
|
$
|
951,754
|
|
ANGI Homeservices
|
303,116
|
|
|
121,399
|
|
|
67%
|
|
181,717
|
|
|
853,249
|
|
|
340,076
|
|
|
66%
|
|
513,173
|
|
||||||
Video
|
64,193
|
|
|
(14,145
|
)
|
|
(18)%
|
|
78,338
|
|
|
193,112
|
|
|
9,015
|
|
|
5%
|
|
184,097
|
|
||||||
Applications
|
153,973
|
|
|
17,640
|
|
|
13%
|
|
136,333
|
|
|
429,034
|
|
|
(10,165
|
)
|
|
(2)%
|
|
439,199
|
|
||||||
Publishing
|
139,439
|
|
|
50,684
|
|
|
57%
|
|
88,755
|
|
|
411,116
|
|
|
166,157
|
|
|
68%
|
|
244,959
|
|
||||||
Other
*
|
—
|
|
|
—
|
|
|
—%
|
|
—
|
|
|
—
|
|
|
(23,980
|
)
|
|
NM
|
|
23,980
|
|
||||||
Inter-segment eliminations
|
(72
|
)
|
|
55
|
|
|
43%
|
|
(127
|
)
|
|
(228
|
)
|
|
280
|
|
|
55%
|
|
(508
|
)
|
||||||
Total
|
$
|
1,104,592
|
|
|
$
|
276,158
|
|
|
33%
|
|
$
|
828,434
|
|
|
$
|
3,158,789
|
|
|
$
|
802,135
|
|
|
34%
|
|
$
|
2,356,654
|
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$237,238
|
|
$70,948
|
|
43%
|
|
$166,290
|
As a percentage of revenue
|
21%
|
|
|
|
|
|
20%
|
•
|
The Publishing increase was due primarily to an increase of $42.2 million in traffic acquisition costs driven by higher revenue, primarily in international markets, at Ask & Other and an increase of $4.7 million in compensation expense.
|
•
|
The MTCH increase was due primarily to an increase of $32.3 million in in-app purchase fees as revenues are increasingly sourced through mobile app stores.
|
•
|
The ANGI increase was due primarily to increases of $2.5 million in traffic acquisition costs, $2.2 million in credit card processing fees, including $1.3 million, from the inclusion of Angie's List and higher Marketplace Revenue, $1.4 million in costs associated with publishing and distributing the
Angie's List Magazine
and $0.5 million in hosting fees, primarily from the inclusion of Angie's List.
|
•
|
The Video decrease was due primarily to a decrease of $29.1 million in production costs at our media and video businesses, driven primarily by lower revenue from IAC Films and a decline at Electus, partially offset by the expense from the inclusion of Livestream.
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$657,424
|
|
$206,143
|
|
46%
|
|
$451,281
|
As a percentage of revenue
|
21%
|
|
|
|
|
|
19%
|
•
|
The Publishing, MTCH and ANGI increases and the Video decrease were due primarily to the factors described above in the three-month discussion.
|
•
|
The Other decrease was due to the sale of The Princeton Review.
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$386,802
|
|
$33,923
|
|
10%
|
|
$352,879
|
As a percentage of revenue
|
35%
|
|
|
|
|
|
43%
|
•
|
The MTCH increase was due primarily to higher marketing expense of $12.2 million due primarily to increased investments in Pairs and OkCupid. Selling and marketing expense also reflects the inclusion of Hinge, which was acquired in the second quarter of 2018. As a percentage of revenue, selling and marketing expense decreased due primarily to the ongoing shift towards brands with lower marketing spend.
|
•
|
The Video increase was due primarily to increases in marketing expense of $3.3 million and $2.5 million at Vimeo and IAC Films, respectively, higher compensation expense of $2.8 million at Electus and $2.1 million of expense from the inclusion of Livestream, partially offset by a decrease of $0.9 million from Daily Burn, following its transfer to the Applications segment effective April 1, 2018.
|
•
|
The Applications increase was due primarily to higher online marketing expense of $9.5 million at Mobile.
|
•
|
The ANGI increase was due primarily to higher marketing expense of $10.2 million, reflecting the impact from the inclusion of Angie's List, and an increase in facilities costs of $2.2 million, partially offset by a reduction in compensation expense of $8.8 million. The increase in marketing expense was due primarily to increased investment in television spend. Compensation expense reflects a decrease of $18.8 million in stock-based compensation expense and the inclusion of $4.1 million in severance and retention costs in 2017 related to the Combination, partially offset by growth in the sales force. Stock-based compensation expense reflects decreases of $12.2 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($0.4 million in 2018 compared to $12.6 million in 2017) and $6.7 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.1 million in 2018 compared to $6.9 million in 2017). As a percentage of revenue, selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts at HomeAdvisor.
|
•
|
The Publishing decrease was due primarily to lower online marketing expense of $8.8 million, despite higher Ask & Other revenue, partially offset by an increase of $3.2 million in compensation expense due, in part, to increases in the sales force at Dotdash and The Daily Beast.
|
•
|
The ANGI increase was due primarily to increases in marketing expense of $51.5 million, compensation expense of $16.9 million and facilities costs of $4.4 million, all reflecting the impact from the inclusion of Angie's List. The increase in marketing expense is due primarily to increased investments in television spend and online marketing. Compensation expense increased due primarily to growth in the sales force, partially offset by a decrease in stock-based compensation expense of $17.8 million and the inclusion in 2017 of $4.1 million in severance and retention costs related to the Combination. The decrease in stock-based compensation expense reflects decreases of $11.5 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($1.2 million in 2018 compared to $12.6 million in 2017) and $6.4 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.5 million in 2018 compared to $6.9 million in 2017). Compensation expense in 2018 also reflects a reduction in sales commissions expense of
$8.0 million
due to the adoption of ASU No. 2014-09. As a percentage of revenue, selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts at HomeAdvisor.
|
•
|
The MTCH increase was due primarily to the factors described above in the three-month discussion. Higher marketing expense was further impacted by increased investments in Tinder and Meetic, partially offset by lower offline marketing spend at Match.
|
•
|
The Video increase was due primarily to increases in marketing expense of $9.5 million and $5.5 million at Vimeo and IAC Films, respectively, higher compensation expense of $8.5 million at Electus and $7.4 million of expense from the inclusion of Livestream, partially offset by a decrease of $6.8 million from Daily Burn, following its transfer to the Applications segment.
|
•
|
The Publishing increase was due primarily to higher online marketing expense of $9.2 million, principally related to higher Ask & Other revenue, and an increase of $7.9 million in compensation expense due, in part, to increases in the sales force at Dotdash and The Daily Beast, and an increase in severance.
|
•
|
The Other decrease was due to the sale of The Princeton Review.
|
•
|
The Applications decrease was due primarily to lower online marketing expense of $22.8 million at Desktop, partially offset by higher online marketing expense of $13.5 million at Mobile.
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$190,903
|
|
$(44,677)
|
|
(19)%
|
|
$235,580
|
As a percentage of revenue
|
17%
|
|
|
|
|
|
28%
|
•
|
The ANGI decrease was due primarily to lower compensation expense of $47.9 million. The decrease in compensation expense is due primarily to a decrease of $52.3 million in stock-based compensation expense and a decrease of $7.4 million in severance and retention costs related to the Combination ($0.3 million in 2018 compared to $7.7 million in 2017), partially offset by an increase in headcount following the Combination and existing business growth. The decrease in stock-based compensation expense reflects decreases of $40.3 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($12.9 million in 2018 compared to $53.1 million in 2017) and $11.2 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.9 million in 2018 compared to $12.1 million in 2017). General and administrative expense also reflects a reduction in transaction and integration-related costs principally related to the Combination of $12.6 million, partially offset by increases of $7.4 million in bad debt expense, due, in part, to higher Marketplace Revenue and $2.4 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List.
|
•
|
The MTCH decrease was due primarily to a decrease of $4.1 million in stock-based compensation expense due primarily to a decrease in expense related to a subsidiary denominated equity award issued to a non-employee, which was settled in the third quarter of 2017.
|
•
|
The Publishing decrease was due primarily to a favorable legal settlement of $4.8 million in the current year period.
|
•
|
The Corporate increase was due primarily to higher compensation costs, including an increase in stock-based compensation expense related to a mark-to-market adjustment.
|
•
|
The Corporate increase was due primarily to the factor described above in the three-month discussion.
|
•
|
The ANGI increase was due primarily to an increase of $14.2 million in bad debt expense due, in part, to higher Marketplace Revenue, increases of $7.4 million in software license and maintenance costs, $2.7 million in compensation expense and $2.4 million in facilities costs, all reflecting the impact from the inclusion of Angie's List, and an increase in customer service expense of $2.4 million, partially offset by a reduction in transaction and integration-related costs principally related to the Combination of $15.7 million. The increase in compensation expense is due primarily to an increase in headcount following the Combination and existing business growth, almost entirely offset by a decrease of $26.3 million in stock-based compensation expense and a decrease of $5.0 million in severance and retention costs related to the Combination ($2.7 million in 2018 compared to $7.7 million in 2017). The decrease in stock-based compensation expense reflects decreases of $15.1 million in expense due to the modification
|
•
|
The Video increase was due primarily to $5.4 million of expense from the inclusion of Livestream.
|
•
|
The Other decrease was due to the sale of The Princeton Review.
|
•
|
The MTCH decrease was due primarily to the factor described above in the three-month discussion, and a change of $4.1 million in acquisition-related contingent consideration fair value adjustments (expense of $0.3 million in 2018 compared to expense of $4.3 million in 2017), partially offset by an increase in compensation expense of $6.4 million, excluding stock-based compensation expense.
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$77,740
|
|
$7,095
|
|
10%
|
|
$70,645
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
9%
|
•
|
The MTCH increase was due primarily to an increase of $6.4 million in compensation expense, which includes $5.8 million related primarily to higher headcount at Tinder and $0.6 million in stock-based compensation expense due primarily to the issuance of new equity awards since 2017.
|
•
|
The Video increase was due primarily to $2.6 million of expense from the inclusion of Livestream.
|
•
|
The ANGI decrease was due primarily to a decrease of $7.2 million in compensation expense, partially offset by an increase of $1.2 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List. The decrease in compensation expense was due primarily to a decrease of $10.2 million in stock-based compensation expense resulting from the reduction in the modification charge related to the Combination, partially offset by increased headcount.
|
•
|
The MTCH increase was due primarily to the factors described above in the three-month discussion.
|
•
|
The ANGI increase was due primarily to increases of $5.3 million in compensation expense and $3.7 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List. The increase in
|
•
|
The Video increase was due primarily to the factor described above in the three-month discussion.
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$18,925
|
|
$1,662
|
|
10%
|
|
$17,263
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$56,987
|
|
$1,497
|
|
3%
|
|
$55,490
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
139,895
|
|
|
$
|
48,887
|
|
|
54%
|
|
$
|
91,008
|
|
|
$
|
402,293
|
|
|
$
|
169,439
|
|
|
73%
|
|
$
|
232,854
|
|
ANGI Homeservices
|
33,515
|
|
|
146,020
|
|
|
NM
|
|
(112,505
|
)
|
|
46,021
|
|
|
161,279
|
|
|
NM
|
|
(115,258
|
)
|
||||||
Video
|
(10,250
|
)
|
|
(8,441
|
)
|
|
(466)%
|
|
(1,809
|
)
|
|
(41,107
|
)
|
|
(15,880
|
)
|
|
(63)%
|
|
(25,227
|
)
|
||||||
Applications
|
33,041
|
|
|
3,655
|
|
|
12%
|
|
29,386
|
|
|
91,579
|
|
|
(9,709
|
)
|
|
(10)%
|
|
101,288
|
|
||||||
Publishing
|
17,398
|
|
|
11,721
|
|
|
206%
|
|
5,677
|
|
|
46,016
|
|
|
48,984
|
|
|
NM
|
|
(2,968
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—%
|
|
—
|
|
|
—
|
|
|
5,621
|
|
|
NM
|
|
(5,621
|
)
|
||||||
Corporate
|
(40,767
|
)
|
|
(10,421
|
)
|
|
(34)%
|
|
(30,346
|
)
|
|
(113,583
|
)
|
|
(22,621
|
)
|
|
(25)%
|
|
(90,962
|
)
|
||||||
Total
|
$
|
172,832
|
|
|
$
|
191,421
|
|
|
NM
|
|
$
|
(18,589
|
)
|
|
$
|
431,219
|
|
|
$
|
337,113
|
|
|
358%
|
|
$
|
94,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
16%
|
|
|
|
|
|
(2)%
|
|
14%
|
|
|
|
|
|
4%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
165,039
|
|
|
$
|
45,475
|
|
|
38%
|
|
$
|
119,564
|
|
|
$
|
478,341
|
|
|
$
|
162,636
|
|
|
52%
|
|
$
|
315,705
|
|
ANGI Homeservices
|
77,700
|
|
|
79,966
|
|
|
NM
|
|
(2,266
|
)
|
|
181,319
|
|
|
159,707
|
|
|
739%
|
|
21,612
|
|
||||||
Video
|
(7,390
|
)
|
|
(6,568
|
)
|
|
(799)%
|
|
(822
|
)
|
|
(31,432
|
)
|
|
(9,046
|
)
|
|
(40)%
|
|
(22,386
|
)
|
||||||
Applications
|
34,989
|
|
|
3,912
|
|
|
13%
|
|
31,077
|
|
|
97,145
|
|
|
(9,411
|
)
|
|
(9)%
|
|
106,556
|
|
||||||
Publishing
|
18,467
|
|
|
11,379
|
|
|
161%
|
|
7,088
|
|
|
49,435
|
|
|
38,428
|
|
|
349%
|
|
11,007
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—%
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
NM
|
|
(1,532
|
)
|
||||||
Corporate
|
(21,478
|
)
|
|
(4,408
|
)
|
|
(26)%
|
|
(17,070
|
)
|
|
(54,038
|
)
|
|
(7,130
|
)
|
|
(15)%
|
|
(46,908
|
)
|
||||||
Total
|
$
|
267,327
|
|
|
$
|
129,756
|
|
|
94%
|
|
$
|
137,571
|
|
|
$
|
720,770
|
|
|
$
|
336,716
|
|
|
88%
|
|
$
|
384,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
24%
|
|
|
|
|
|
17%
|
|
23%
|
|
|
|
|
|
16%
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$27,610
|
|
$2,574
|
|
10%
|
|
$25,036
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$81,471
|
|
$6,915
|
|
9%
|
|
$74,556
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Other income (expense), net
|
$8,113
|
|
$18,329
|
|
NM
|
|
$(10,216)
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Other income (expense), net
|
$174,635
|
|
$182,335
|
|
NM
|
|
$(7,700)
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Income tax benefit
|
$18,242
|
|
NM
|
|
NM
|
|
$279,480
|
Effective income tax rate
|
NM
|
|
|
|
|
|
NM
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Income tax benefit
|
$15,887
|
|
NM
|
|
NM
|
|
$322,809
|
Effective income tax rate
|
NM
|
|
|
|
|
|
NM
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Net earnings attributable to noncontrolling interests
|
$25,803
|
|
$(20,193)
|
|
(44)%
|
|
$45,996
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
(Dollars in thousands)
|
||||||
Net earnings attributable to noncontrolling interests
|
$105,061
|
|
$42,522
|
|
68%
|
|
$62,539
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
|
|
$
|
1,480,543
|
|
|
$
|
1,178,616
|
|
All other countries
(a)
|
|
190,441
|
|
|
452,193
|
|
||
Total cash and cash equivalents
|
|
1,670,984
|
|
|
1,630,809
|
|
||
Marketable securities (United States)
|
|
208,555
|
|
|
4,995
|
|
||
Total cash and cash equivalents and marketable securities
(b) (c)
|
|
$
|
1,879,539
|
|
|
$
|
1,635,804
|
|
MTCH Debt:
|
|
|
|
|
||||
MTCH Term Loan
|
|
$
|
425,000
|
|
|
$
|
425,000
|
|
6.375% MTCH Senior Notes
|
|
400,000
|
|
|
400,000
|
|
||
5.00% MTCH Senior Notes
|
|
450,000
|
|
|
450,000
|
|
||
Total MTCH long-term debt
|
|
1,275,000
|
|
|
1,275,000
|
|
||
Less: unamortized original issue discount
|
|
7,681
|
|
|
8,668
|
|
||
Less: unamortized debt issuance costs
|
|
12,231
|
|
|
13,636
|
|
||
Total MTCH debt, net
|
|
1,255,088
|
|
|
1,252,696
|
|
||
|
|
|
|
|
||||
ANGI Debt:
|
|
|
|
|
||||
ANGI Term Loan
|
|
264,688
|
|
|
275,000
|
|
||
Less: current portion of ANGI Term Loan
|
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
|
2,483
|
|
|
2,938
|
|
||
Total ANGI debt, net
|
|
248,455
|
|
|
258,312
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
Exchangeable Notes
|
|
517,500
|
|
|
517,500
|
|
||
4.75% Senior Notes
|
|
34,489
|
|
|
34,859
|
|
||
Total IAC long-term debt
|
|
551,989
|
|
|
552,359
|
|
||
Less: unamortized original issue discount
|
|
57,356
|
|
|
67,158
|
|
||
Less: unamortized debt issuance costs
|
|
14,183
|
|
|
16,740
|
|
||
Total IAC debt, net
|
|
480,450
|
|
|
468,461
|
|
||
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
1,983,993
|
|
|
$
|
1,979,469
|
|
(a)
|
At September 30, 2018, all of the Company’s international cash can be repatriated without significant tax consequences as it has been subjected to U.S. income taxes due to either the Transition Tax or tax on GILTI imposed by the Tax Act. During the nine months ended September 30, 2018, foreign cash of
$346 million
was repatriated to the U.S.
|
(b)
|
Cash and cash equivalents at September 30, 2018 and December 31, 2017 includes MTCH's domestic and international cash and cash equivalents of
$268.4 million
and
$134.2 million
; and
$203.5 million
and
$69.2 million
, respectively. MTCH is a separate and distinct legal entity with its own public shareholders and board of directors and has no obligation to provide the Company with funds. As a result, the Company cannot freely access the cash of MTCH and its subsidiaries.
|
(c)
|
Cash and cash equivalents at September 30, 2018 and December 31, 2017 includes ANGI's domestic and international cash and cash equivalents of
$272.3 million
and
$7.2 million
; and
$214.8 million
and
$6.7 million
, respectively. Marketable securities at September 30, 2018 include
$34.9 million
at ANGI. There are no marketable securities at December 31, 2017 at ANGI. ANGI is a separate and distinct legal entity with its own public shareholders and board of directors and has no obligation to provide the Company with funds. As a result, the Company cannot freely access the cash of ANGI and its subsidiaries.
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
671,700
|
|
|
$
|
297,801
|
|
Investing activities
|
(273,558
|
)
|
|
81,243
|
|
||
Financing activities
|
(359,856
|
)
|
|
(492,800
|
)
|
Period
|
(a)
Total
Number of Shares
Purchased
|
|
(b)
Average
Price Paid
Per Share
|
|
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs(1)
|
|
(d)
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Publicly
Announced
Plans or
Programs(2)
|
||||||||
July 2018
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
8,483,564
|
|
August 2018
|
447,338
|
|
|
|
$
|
152.41
|
|
|
|
447,338
|
|
|
|
8,036,226
|
|
September 2018
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
8,036,226
|
|
Total
|
447,338
|
|
|
|
$
|
—
|
|
|
|
447,338
|
|
|
|
8,036,226
|
|
(1)
|
Reflects repurchases made pursuant to the repurchase authorization previously announced in May 2016.
|
(2)
|
Represents the total number of shares of common stock that remained available for repurchase as of September 30, 2018 pursuant to the May 2016 repurchase authorization. IAC may purchase shares pursuant to this repurchase authorization 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.
|
(1)
|
Filed herewith.
|
(2)
|
Furnished herewith.
|
Dated:
|
November 9, 2018
|
|
|
|
|
|
IAC/INTERACTIVECORP
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
|
Glenn H. Schiffman
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
Signature
|
Title
|
|
Date
|
|
|
|
|
/s/ GLENN H. SCHIFFMAN
|
Executive Vice President and
Chief Financial Officer
|
|
November 9, 2018
|
Glenn H. Schiffman
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
September 30, 2018
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:
|
November 9, 2018
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
September 30, 2018
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:
|
November 9, 2018
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
September 30, 2018
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:
|
November 9, 2018
|
|
/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
September 30, 2018
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:
|
November 9, 2018
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2018
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:
|
November 9, 2018
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2018
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:
|
November 9, 2018
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
|