|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from__________to__________
|
|
Delaware
|
|
59-2712887
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of each class
|
|
Trading Symbol
|
|
Name of exchange on which registered
|
Common Stock, par value $0.001
|
|
IAC
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
Common Stock
|
78,509,401
|
|
Class B Common Stock
|
5,789,499
|
|
Total outstanding Common Stock
|
84,298,900
|
|
|
|
Page
Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,151,959
|
|
|
$
|
2,131,632
|
|
Marketable securities
|
161,749
|
|
|
123,665
|
|
||
Accounts receivable, net of allowance and reserves of $24,699 and $18,860, respectively
|
365,495
|
|
|
279,189
|
|
||
Other current assets
|
234,884
|
|
|
228,253
|
|
||
Total current assets
|
3,914,087
|
|
|
2,762,739
|
|
||
|
|
|
|
||||
Right-of-use assets
|
180,290
|
|
|
—
|
|
||
Property and equipment, net of accumulated depreciation and amortization of $298,113 and $286,798, respectively
|
361,550
|
|
|
318,800
|
|
||
Goodwill
|
2,892,962
|
|
|
2,726,859
|
|
||
Intangible assets, net of accumulated amortization of $175,570 and $136,405, respectively
|
628,418
|
|
|
631,422
|
|
||
Long-term investments
|
101,958
|
|
|
235,055
|
|
||
Deferred income taxes
|
115,988
|
|
|
64,786
|
|
||
Other non-current assets
|
103,852
|
|
|
134,924
|
|
||
TOTAL ASSETS
|
$
|
8,299,105
|
|
|
$
|
6,874,585
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
104,392
|
|
|
74,907
|
|
||
Deferred revenue
|
402,218
|
|
|
360,015
|
|
||
Accrued expenses and other current liabilities
|
433,102
|
|
|
434,886
|
|
||
Total current liabilities
|
953,462
|
|
|
883,558
|
|
||
|
|
|
|
||||
Long-term debt, net
|
3,138,531
|
|
|
2,245,548
|
|
||
Income taxes payable
|
36,533
|
|
|
37,584
|
|
||
Deferred income taxes
|
23,010
|
|
|
23,600
|
|
||
Other long-term liabilities
|
223,470
|
|
|
66,807
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
80,502
|
|
|
65,687
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 262,789 and 262,303 shares, respectively, and outstanding 78,449 and 77,963 shares, respectively
|
263
|
|
|
262
|
|
||
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
|
11,957,543
|
|
|
12,022,387
|
|
||
Retained earnings
|
1,460,956
|
|
|
1,258,794
|
|
||
Accumulated other comprehensive loss
|
(125,705
|
)
|
|
(128,722
|
)
|
||
Treasury stock 194,708 shares
|
(10,309,612
|
)
|
|
(10,309,612
|
)
|
||
Total IAC shareholders' equity
|
2,983,461
|
|
|
2,843,125
|
|
||
Noncontrolling interests
|
860,136
|
|
|
708,676
|
|
||
Total shareholders' equity
|
3,843,597
|
|
|
3,551,801
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
8,299,105
|
|
|
$
|
6,874,585
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
1,186,658
|
|
|
$
|
1,059,122
|
|
|
$
|
2,292,501
|
|
|
$
|
2,054,197
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
276,389
|
|
|
218,224
|
|
|
536,460
|
|
|
420,186
|
|
||||
Selling and marketing expense
|
411,102
|
|
|
369,660
|
|
|
832,962
|
|
|
772,492
|
|
||||
General and administrative expense
|
225,514
|
|
|
188,363
|
|
|
439,130
|
|
|
372,547
|
|
||||
Product development expense
|
78,614
|
|
|
75,445
|
|
|
167,314
|
|
|
152,382
|
|
||||
Depreciation
|
21,091
|
|
|
18,805
|
|
|
40,062
|
|
|
38,062
|
|
||||
Amortization of intangibles
|
19,638
|
|
|
20,188
|
|
|
42,390
|
|
|
40,141
|
|
||||
Total operating costs and expenses
|
1,032,348
|
|
|
890,685
|
|
|
2,058,318
|
|
|
1,795,810
|
|
||||
Operating income
|
154,310
|
|
|
168,437
|
|
|
234,183
|
|
|
258,387
|
|
||||
Interest expense
|
(37,206
|
)
|
|
(27,356
|
)
|
|
(68,349
|
)
|
|
(53,861
|
)
|
||||
Other income, net
|
45,972
|
|
|
171,141
|
|
|
46,623
|
|
|
166,522
|
|
||||
Earnings before income taxes
|
163,076
|
|
|
312,222
|
|
|
212,457
|
|
|
371,048
|
|
||||
Income tax (provision) benefit
|
(16,285
|
)
|
|
(31,368
|
)
|
|
47,319
|
|
|
(2,355
|
)
|
||||
Net earnings
|
146,791
|
|
|
280,854
|
|
|
259,776
|
|
|
368,693
|
|
||||
Net earnings attributable to noncontrolling interests
|
(33,324
|
)
|
|
(62,501
|
)
|
|
(57,614
|
)
|
|
(79,258
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
113,467
|
|
|
$
|
218,353
|
|
|
$
|
202,162
|
|
|
$
|
289,435
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
|
$
|
1.35
|
|
|
$
|
2.61
|
|
|
$
|
2.41
|
|
|
$
|
3.47
|
|
Diluted earnings per share
|
$
|
1.19
|
|
|
$
|
2.32
|
|
|
$
|
2.10
|
|
|
$
|
3.05
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
695
|
|
|
$
|
715
|
|
|
$
|
1,984
|
|
|
$
|
1,425
|
|
Selling and marketing expense
|
2,760
|
|
|
2,077
|
|
|
5,477
|
|
|
3,842
|
|
||||
General and administrative expense
|
49,949
|
|
|
44,875
|
|
|
94,959
|
|
|
90,501
|
|
||||
Product development expense
|
9,021
|
|
|
9,894
|
|
|
27,449
|
|
|
20,875
|
|
||||
Total stock-based compensation expense
|
$
|
62,425
|
|
|
$
|
57,561
|
|
|
$
|
129,869
|
|
|
$
|
116,643
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings
|
$
|
146,791
|
|
|
$
|
280,854
|
|
|
$
|
259,776
|
|
|
$
|
368,693
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
1,097
|
|
|
(46,576
|
)
|
|
2,406
|
|
|
(11,183
|
)
|
||||
Change in unrealized gains and losses of available-for-sale debt securities (a)
|
(6
|
)
|
|
13
|
|
|
(5
|
)
|
|
13
|
|
||||
Total other comprehensive income (loss), net of income taxes
|
1,091
|
|
|
(46,563
|
)
|
|
2,401
|
|
|
(11,170
|
)
|
||||
Comprehensive income, net of income taxes
|
147,882
|
|
|
234,291
|
|
|
262,177
|
|
|
357,523
|
|
||||
Components of comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
(33,324
|
)
|
|
(62,501
|
)
|
|
(57,614
|
)
|
|
(79,258
|
)
|
||||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
—
|
|
|
9,119
|
|
|
(316
|
)
|
|
2,083
|
|
||||
Change in unrealized gains and losses of available-for-sale debt securities attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(33,324
|
)
|
|
(53,382
|
)
|
|
(57,929
|
)
|
|
(77,175
|
)
|
||||
Comprehensive income attributable to IAC shareholders
|
$
|
114,558
|
|
|
$
|
180,909
|
|
|
$
|
204,248
|
|
|
$
|
280,348
|
|
(a)
|
Net of income tax provision of $4 for both the three and six months ended June 30, 2018.
|
|
|
|
|
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 March 31, 2019
|
$
|
71,914
|
|
|
|
$
|
263
|
|
|
262,629
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,868,424
|
|
|
$
|
1,347,489
|
|
|
$
|
(126,719
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,779,861
|
|
|
$
|
791,475
|
|
|
$
|
3,571,336
|
|
Net earnings
|
6,946
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,467
|
|
|
—
|
|
|
—
|
|
|
113,467
|
|
|
26,378
|
|
|
139,845
|
|
||||||||||
Other comprehensive (loss) income, net of income taxes
|
(335
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
|
1,091
|
|
|
335
|
|
|
1,426
|
|
||||||||||
Stock-based compensation expense
|
35
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,890
|
|
|
39,494
|
|
|
62,384
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
(18,112
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,112
|
)
|
|
—
|
|
|
(18,112
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(2,939
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(104
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and treasury stock repurchases
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,169
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(87,248
|
)
|
|
(103
|
)
|
|
(87,351
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,642
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(12,640
|
)
|
|
2,384
|
|
|
(10,256
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
5,009
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of exchangeable note hedges
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,428
|
)
|
|
—
|
|
|
(303,428
|
)
|
||||||||||
Equity component of exchangeable senior notes, net of deferred financing costs and deferred tax liabilities
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,128
|
|
|
—
|
|
|
321,128
|
|
||||||||||
Issuance of warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
166,520
|
|
||||||||||
Other
|
(24
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
173
|
|
|
1
|
|
||||||||||
Balance at June 30, 2019
|
$
|
80,502
|
|
|
|
$
|
263
|
|
|
262,789
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,957,543
|
|
|
$
|
1,460,956
|
|
|
$
|
(125,705
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,983,461
|
|
|
$
|
860,136
|
|
|
$
|
3,843,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance at March 31, 2018
|
$
|
47,099
|
|
|
|
$
|
261
|
|
|
261,396
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,093,006
|
|
|
$
|
702,915
|
|
|
$
|
(74,950
|
)
|
|
$
|
(10,226,721
|
)
|
|
$
|
2,494,527
|
|
|
$
|
587,864
|
|
|
$
|
3,082,391
|
|
Net earnings
|
35,715
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,353
|
|
|
—
|
|
|
—
|
|
|
218,353
|
|
|
26,786
|
|
|
245,139
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(865
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,444
|
)
|
|
—
|
|
|
(37,444
|
)
|
|
(8,254
|
)
|
|
(45,698
|
)
|
||||||||||
Stock-based compensation expense
|
390
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,801
|
|
|
38,370
|
|
|
57,171
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|
616
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,713
|
)
|
|
(14,713
|
)
|
|
—
|
|
|
(14,713
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(59
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(549
|
)
|
|
(549
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(1,554
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
1,554
|
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and treasury stock repurchases
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,043
|
)
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
|
(83,352
|
)
|
|
(1,699
|
)
|
|
(85,051
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,064
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(22,078
|
)
|
|
3,931
|
|
|
(18,147
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
1,474
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,246
|
|
|
14,246
|
|
||||||||||
Other
|
(6,481
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
174
|
|
|
(11
|
)
|
||||||||||
Balance at June 30, 2018
|
$
|
75,719
|
|
|
|
$
|
262
|
|
|
261,757
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,008,684
|
|
|
$
|
921,268
|
|
|
$
|
(112,717
|
)
|
|
$
|
(10,241,434
|
)
|
|
$
|
2,576,079
|
|
|
$
|
660,869
|
|
|
$
|
3,236,948
|
|
|
|
|
|
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, 2018
|
$
|
65,687
|
|
|
|
$
|
262
|
|
|
262,303
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,022,387
|
|
|
$
|
1,258,794
|
|
|
$
|
(128,722
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,843,125
|
|
|
$
|
708,676
|
|
|
$
|
3,551,801
|
|
Net earnings
|
5,895
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,162
|
|
|
—
|
|
|
—
|
|
|
202,162
|
|
|
51,719
|
|
|
253,881
|
|
||||||||||
Other comprehensive (loss) income, net of income taxes
|
(149
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,086
|
|
|
—
|
|
|
2,086
|
|
|
464
|
|
|
2,550
|
|
||||||||||
Stock-based compensation expense
|
77
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,055
|
|
|
86,731
|
|
|
129,786
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
(23,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,022
|
)
|
|
—
|
|
|
(23,022
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(6,121
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
10,138
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,138
|
)
|
|
—
|
|
|
(10,138
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and treasury stock repurchases
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221,030
|
)
|
|
—
|
|
|
922
|
|
|
—
|
|
|
(220,108
|
)
|
|
881
|
|
|
(219,227
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,739
|
)
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(37,730
|
)
|
|
11,492
|
|
|
(26,238
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
5,009
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of exchangeable note hedges
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,428
|
)
|
|
—
|
|
|
(303,428
|
)
|
||||||||||
Equity component of exchangeable senior notes, net of deferred financing costs and deferred tax liabilities
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,128
|
|
|
—
|
|
|
321,128
|
|
||||||||||
Issuance of warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
166,520
|
|
||||||||||
Other
|
(34
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
173
|
|
|
(16
|
)
|
||||||||||
Balance at June 30, 2019
|
$
|
80,502
|
|
|
|
$
|
263
|
|
|
262,789
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,957,543
|
|
|
$
|
1,460,956
|
|
|
$
|
(125,705
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,983,461
|
|
|
$
|
860,136
|
|
|
$
|
3,843,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
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
|
34,756
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289,435
|
|
|
—
|
|
|
—
|
|
|
289,435
|
|
|
44,502
|
|
|
333,937
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(286
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,087
|
)
|
|
—
|
|
|
(9,087
|
)
|
|
(1,797
|
)
|
|
(10,884
|
)
|
||||||||||
Stock-based compensation expense
|
800
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,015
|
|
|
79,828
|
|
|
115,843
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,133
|
|
|
—
|
|
|
—
|
|
|
25,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,891
|
|
|
—
|
|
|
25,891
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,713
|
)
|
|
(14,713
|
)
|
|
—
|
|
|
(14,713
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(59
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(818
|
)
|
|
(818
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
1,849
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
|
(1,849
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and treasury stock repurchases
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,764
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(194,809
|
)
|
|
(285
|
)
|
|
(195,094
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,002
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(24,019
|
)
|
|
4,729
|
|
|
(19,290
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
2,261
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,246
|
|
|
14,246
|
|
||||||||||
Other
|
(6,469
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,392
|
|
|
259
|
|
|
2,651
|
|
||||||||||
Balance at June 30, 2018
|
$
|
75,719
|
|
|
|
$
|
262
|
|
|
261,757
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,008,684
|
|
|
$
|
921,268
|
|
|
$
|
(112,717
|
)
|
|
$
|
(10,241,434
|
)
|
|
$
|
2,576,079
|
|
|
$
|
660,869
|
|
|
$
|
3,236,948
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
259,776
|
|
|
$
|
368,693
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation expense
|
129,869
|
|
|
116,643
|
|
||
Amortization of intangibles
|
42,390
|
|
|
40,141
|
|
||
Depreciation
|
40,062
|
|
|
38,062
|
|
||
Bad debt expense
|
33,408
|
|
|
20,865
|
|
||
Deferred income taxes
|
(57,169
|
)
|
|
(11,258
|
)
|
||
Unrealized gains on equity securities, net
|
(29,247
|
)
|
|
(126,559
|
)
|
||
Losses (gains) from the sale of investments and businesses, net
|
6,242
|
|
|
(27,172
|
)
|
||
Other adjustments, net
|
20,175
|
|
|
8,591
|
|
||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|||
Accounts receivable
|
(124,957
|
)
|
|
(60,185
|
)
|
||
Other assets
|
3,482
|
|
|
(38,195
|
)
|
||
Accounts payable and other liabilities
|
(1,764
|
)
|
|
1,063
|
|
||
Income taxes payable and receivable
|
(7,956
|
)
|
|
3,467
|
|
||
Deferred revenue
|
41,497
|
|
|
45,646
|
|
||
Net cash provided by operating activities
|
355,808
|
|
|
379,802
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(201,026
|
)
|
|
(17,513
|
)
|
||
Capital expenditures
|
(76,623
|
)
|
|
(39,696
|
)
|
||
Proceeds from maturities of marketable debt securities
|
163,500
|
|
|
10,000
|
|
||
Purchases of marketable debt securities
|
(39,740
|
)
|
|
(124,397
|
)
|
||
Net proceeds from the sale of businesses and investments
|
23,373
|
|
|
27,540
|
|
||
Purchases of investments
|
—
|
|
|
(31,180
|
)
|
||
Other, net
|
(2,156
|
)
|
|
9,599
|
|
||
Net cash used in investing activities
|
(132,672
|
)
|
|
(165,647
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of IAC debt
|
1,150,000
|
|
|
—
|
|
||
Purchase of exchangeable note hedges
|
(303,428
|
)
|
|
—
|
|
||
Proceeds from issuance of warrants
|
166,520
|
|
|
—
|
|
||
Borrowings under Match Group Credit Facility
|
40,000
|
|
|
—
|
|
||
Proceeds from Match Group 2019 Senior Notes offering
|
350,000
|
|
|
—
|
|
||
Principal payments on Match Group Credit Facility
|
(300,000
|
)
|
|
—
|
|
||
Principal payments on ANGI Homeservices Term Loan
|
(6,875
|
)
|
|
(6,875
|
)
|
||
Debt issuance costs
|
(26,361
|
)
|
|
(532
|
)
|
||
Purchase of IAC treasury stock
|
—
|
|
|
(7,869
|
)
|
||
Purchase of Match Group treasury stock
|
(76,086
|
)
|
|
(73,943
|
)
|
||
Proceeds from the exercise of IAC stock options
|
9,767
|
|
|
27,317
|
|
||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
573
|
|
|
2,125
|
|
||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(32,789
|
)
|
|
(495
|
)
|
||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
(164,710
|
)
|
|
(136,727
|
)
|
||
Purchase of noncontrolling interests
|
(6,121
|
)
|
|
(877
|
)
|
||
Other, net
|
(3,719
|
)
|
|
(4,829
|
)
|
||
Net cash provided by (used in) financing activities
|
796,771
|
|
|
(202,705
|
)
|
||
Total cash provided
|
1,019,907
|
|
|
11,450
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
361
|
|
|
44
|
|
||
Net increase in cash, cash equivalents, and restricted cash
|
1,020,268
|
|
|
11,494
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
2,133,685
|
|
|
1,633,682
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
3,153,953
|
|
|
$
|
1,645,176
|
|
•
|
Match Group were 80.4%, and 97.5%, respectively. All references to "Match Group" or "MTCH" in this report are to Match Group, Inc.
|
•
|
ANGI Homeservices were 83.1%, and 98.0%, respectively. All reference to "ANGI Homeservices" or "ANGI" in this report are to ANGI Homeservices Inc.
|
Leases
|
|
Balance Sheet Classification
|
|
June 30, 2019
|
||
|
|
|
|
(In thousands)
|
||
Assets:
|
|
|
|
|
||
Right-of-use assets
|
|
Right-of-use assets
|
|
$
|
180,290
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
32,635
|
|
|
Long-term lease liabilities
|
|
Other long-term liabilities
|
|
201,708
|
|
|
Total lease liabilities
|
|
|
|
$
|
234,343
|
|
Lease Cost
|
|
Income Statement Classification
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
|
|
|
(In thousands)
|
||||||
Fixed lease cost
|
|
Cost of revenue
|
|
$
|
1,131
|
|
|
$
|
2,206
|
|
Fixed lease cost
|
|
Selling and marketing expense
|
|
3,002
|
|
|
4,911
|
|
||
Fixed lease cost
|
|
General and administrative expense
|
|
9,400
|
|
|
16,590
|
|
||
Fixed lease cost
|
|
Product development expense
|
|
282
|
|
|
600
|
|
||
Total fixed lease cost (a)
|
|
|
|
13,815
|
|
|
24,307
|
|
||
Variable lease cost
|
|
Cost of revenue
|
|
107
|
|
|
264
|
|
||
Variable lease cost
|
|
Selling and marketing expense
|
|
366
|
|
|
670
|
|
||
Variable lease cost
|
|
General and administrative expense
|
|
1,884
|
|
|
3,688
|
|
||
Variable lease cost
|
|
Product development expense
|
|
45
|
|
|
99
|
|
||
Total variable lease cost
|
|
|
|
2,402
|
|
|
4,721
|
|
||
Net lease cost
|
|
|
|
$
|
16,217
|
|
|
$
|
29,028
|
|
Remainder of 2019
|
|
$
|
20,503
|
|
2020
|
|
45,081
|
|
|
2021
|
|
38,724
|
|
|
2022
|
|
31,829
|
|
|
2023
|
|
28,491
|
|
|
After 2023
|
|
249,573
|
|
|
Total
|
|
414,201
|
|
|
Less: Interest
|
|
179,858
|
|
|
Present value of lease liabilities
|
|
$
|
234,343
|
|
(b)
|
Lease payments exclude $1.1 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
(In thousands)
|
||||||
Other Information:
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease liabilities
|
$
|
24,888
|
|
|
$
|
53,158
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
10,539
|
|
|
$
|
23,714
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Marketable equity securities
|
$
|
161,749
|
|
|
$
|
419
|
|
Available-for-sale marketable debt securities
|
—
|
|
|
123,246
|
|
||
Total marketable securities
|
$
|
161,749
|
|
|
$
|
123,665
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Treasury discount notes
|
$
|
112,291
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
112,291
|
|
Commercial paper
|
10,955
|
|
|
—
|
|
|
—
|
|
|
10,955
|
|
||||
Total available-for-sale marketable debt securities
|
$
|
123,246
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
123,246
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Proceeds from maturities of available-for-sale marketable debt securities
|
$
|
40,000
|
|
|
$
|
5,000
|
|
|
$
|
163,500
|
|
|
$
|
10,000
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Upward adjustments (gross unrealized gains)
|
$
|
—
|
|
|
$
|
128,786
|
|
|
$
|
—
|
|
|
$
|
128,786
|
|
Downward adjustments including impairment (gross unrealized losses)
|
(500
|
)
|
|
(2,396
|
)
|
|
(650
|
)
|
|
(2,588
|
)
|
||||
Total
|
$
|
(500
|
)
|
|
$
|
126,390
|
|
|
$
|
(650
|
)
|
|
$
|
126,198
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Realized gains, net, for equity securities sold
|
$
|
2,066
|
|
|
$
|
27,275
|
|
|
$
|
2,144
|
|
|
$
|
27,172
|
|
Unrealized gains, net, on equity securities held
|
29,369
|
|
|
126,414
|
|
|
29,247
|
|
|
126,559
|
|
||||
Total gains recognized, net, in other income, net
|
$
|
31,435
|
|
|
$
|
153,689
|
|
|
$
|
31,391
|
|
|
$
|
153,731
|
|
•
|
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.
|
|
June 30, 2019
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,754,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,754,220
|
|
Treasury discount notes
|
—
|
|
|
711,877
|
|
|
—
|
|
|
711,877
|
|
||||
Time deposits
|
—
|
|
|
145,036
|
|
|
—
|
|
|
145,036
|
|
||||
Commercial paper
|
—
|
|
|
30,956
|
|
|
—
|
|
|
30,956
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Marketable equity security
|
161,749
|
|
|
—
|
|
|
—
|
|
|
161,749
|
|
||||
Total
|
$
|
1,915,969
|
|
|
$
|
887,869
|
|
|
$
|
—
|
|
|
$
|
2,803,838
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(29,803
|
)
|
|
$
|
(29,803
|
)
|
|
December 31, 2018
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
880,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
880,815
|
|
Treasury discount notes
|
—
|
|
|
561,733
|
|
|
—
|
|
|
561,733
|
|
||||
Commercial paper
|
—
|
|
|
162,417
|
|
|
—
|
|
|
162,417
|
|
||||
Time deposits
|
—
|
|
|
90,036
|
|
|
—
|
|
|
90,036
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Treasury discount notes
|
—
|
|
|
112,291
|
|
|
—
|
|
|
112,291
|
|
||||
Commercial paper
|
—
|
|
|
10,955
|
|
|
—
|
|
|
10,955
|
|
||||
Marketable equity security
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
||||
Total
|
$
|
881,234
|
|
|
$
|
937,432
|
|
|
$
|
—
|
|
|
$
|
1,818,666
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,631
|
)
|
|
$
|
(28,631
|
)
|
|
Contingent Consideration Arrangements
|
||||||
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Balance at April 1
|
$
|
(28,186
|
)
|
|
$
|
(1,965
|
)
|
Total net (losses) gains:
|
|
|
|
||||
Included in earnings:
|
|
|
|
||||
Fair value adjustments
|
(1,617
|
)
|
|
(54
|
)
|
||
Included in other comprehensive income
|
—
|
|
|
109
|
|
||
Balance at June 30
|
$
|
(29,803
|
)
|
|
$
|
(1,910
|
)
|
|
Contingent Consideration Arrangements
|
||||||
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(28,631
|
)
|
|
$
|
(2,647
|
)
|
Total net losses:
|
|
|
|
||||
Included in earnings:
|
|
|
|
||||
Fair value adjustments
|
(3,146
|
)
|
|
(210
|
)
|
||
Included in other comprehensive loss
|
(14
|
)
|
|
(1
|
)
|
||
Settlements
|
1,988
|
|
|
948
|
|
||
Balance at June 30
|
$
|
(29,803
|
)
|
|
$
|
(1,910
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long-term debt
|
$
|
(13,750
|
)
|
|
$
|
(13,681
|
)
|
|
$
|
(13,750
|
)
|
|
$
|
(12,753
|
)
|
Long-term debt, net(a)
|
(3,138,531
|
)
|
|
(3,914,422
|
)
|
|
(2,245,548
|
)
|
|
(2,460,204
|
)
|
(a)
|
At June 30, 2019 and December 31, 2018, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $429.1 million and $88.9 million, respectively.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
MTCH Debt:
|
|
|
|
||||
MTCH Term Loan due November 16, 2022
|
$
|
425,000
|
|
|
$
|
425,000
|
|
MTCH Credit Facility due December 7, 2023
|
—
|
|
|
260,000
|
|
||
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
|
|
||
5.625% Senior Notes due February 15, 2029 (the "5.625% MTCH Senior Notes"); interest payable each February 15 and August 15, commencing on August 15, 2019
|
350,000
|
|
|
—
|
|
||
Total MTCH long-term debt
|
1,625,000
|
|
|
1,535,000
|
|
||
Less: unamortized original issue discount
|
6,695
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
15,698
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
1,602,607
|
|
|
1,515,911
|
|
||
|
|
|
|
||||
ANGI Debt:
|
|
|
|
||||
ANGI Term Loan due November 5, 2023
|
254,375
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
2,268
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
238,357
|
|
|
244,971
|
|
||
|
|
|
|
||||
IAC Debt:
|
|
|
|
||||
0.875% Exchangeable Senior Notes due October 1, 2022 (the "0.875% Exchangeable Notes due 2022"); 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
|
|
|
34,489
|
|
||
0.875% Exchangeable Senior Notes due June 15, 2026 (the "0.875% Exchangeable Notes due 2026"); interest payable each June 15 and December 15; commencing on December 15, 2019
|
575,000
|
|
|
—
|
|
||
2.00% Exchangeable Senior Notes due January 15, 2030 (the "2.00% Exchangeable Notes due 2030"); interest payable each January 15 and July 15; commencing on January 15, 2020
|
575,000
|
|
|
—
|
|
||
Total IAC long-term debt
|
1,701,989
|
|
|
551,989
|
|
||
Less: unamortized original issue discount
|
372,629
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
31,793
|
|
|
13,298
|
|
||
Total IAC debt, net
|
1,297,567
|
|
|
484,666
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
3,138,531
|
|
|
$
|
2,245,548
|
|
Remainder of 2019
|
$
|
6,875
|
|
2020
|
13,750
|
|
|
2021
|
13,750
|
|
|
2022
|
1,004,489
|
|
|
2023
|
192,500
|
|
|
After 2023
|
2,350,000
|
|
|
Total
|
3,581,364
|
|
|
Less: current portion of long-term debt
|
13,750
|
|
|
Less: unamortized original issue discount
|
379,324
|
|
|
Less: unamortized debt issuance costs
|
49,759
|
|
|
Total long-term debt, net
|
$
|
3,138,531
|
|
|
Three Months Ended June 30, 2019
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of April 1
|
$
|
(126,725
|
)
|
|
$
|
6
|
|
|
$
|
(126,719
|
)
|
Other comprehensive income (loss)
|
1,097
|
|
|
(6
|
)
|
|
1,091
|
|
|||
Net current period other comprehensive income (loss)
|
1,097
|
|
|
(6
|
)
|
|
1,091
|
|
|||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
|||
Balance as of June 30
|
$
|
(125,705
|
)
|
|
$
|
—
|
|
|
$
|
(125,705
|
)
|
|
Three Months Ended June 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of April 1
|
$
|
(74,950
|
)
|
|
$
|
—
|
|
|
$
|
(74,950
|
)
|
Other comprehensive (loss) income before reclassifications
|
(37,266
|
)
|
|
13
|
|
|
(37,253
|
)
|
|||
Amounts reclassified to earnings
|
(191
|
)
|
|
—
|
|
|
(191
|
)
|
|||
Net current period other comprehensive (loss) income
|
(37,457
|
)
|
|
13
|
|
|
(37,444
|
)
|
|||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests
|
(323
|
)
|
|
—
|
|
|
(323
|
)
|
|||
Balance as of June 30
|
$
|
(112,730
|
)
|
|
$
|
13
|
|
|
$
|
(112,717
|
)
|
|
Six Months Ended June 30, 2019
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(128,726
|
)
|
|
$
|
4
|
|
|
$
|
(128,722
|
)
|
Other comprehensive income (loss)
|
2,090
|
|
|
(4
|
)
|
|
2,086
|
|
|||
Net current period other comprehensive income (loss)
|
2,090
|
|
|
(4
|
)
|
|
2,086
|
|
|||
Allocation of accumulated other comprehensive income related to the noncontrolling interests
|
931
|
|
|
—
|
|
|
931
|
|
|||
Balance as of June 30
|
$
|
(125,705
|
)
|
|
$
|
—
|
|
|
$
|
(125,705
|
)
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
Other comprehensive (loss) income before reclassifications
|
(9,048
|
)
|
|
13
|
|
|
(9,035
|
)
|
|||
Amounts reclassified to earnings
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net current period other comprehensive (loss) income
|
(9,100
|
)
|
|
13
|
|
|
(9,087
|
)
|
|||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Balance as of June 30
|
$
|
(112,730
|
)
|
|
$
|
13
|
|
|
$
|
(112,717
|
)
|
|
Three Months Ended June 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
146,791
|
|
|
$
|
146,791
|
|
|
$
|
280,854
|
|
|
$
|
280,854
|
|
Net earnings attributable to noncontrolling interests
|
(33,324
|
)
|
|
(33,324
|
)
|
|
(62,501
|
)
|
|
(62,501
|
)
|
||||
Impact from publicly-traded subsidiaries' dilutive securities (a)
|
—
|
|
|
(6,136
|
)
|
|
—
|
|
|
(6,994
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
113,467
|
|
|
$
|
107,331
|
|
|
$
|
218,353
|
|
|
$
|
211,359
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
84,139
|
|
|
84,139
|
|
|
83,604
|
|
|
83,604
|
|
||||
Dilutive securities(a) (b) (c) (d)
|
—
|
|
|
5,965
|
|
|
—
|
|
|
7,330
|
|
||||
Denominator for earnings per share—weighted average shares (a) (b) (c) (d)
|
84,139
|
|
|
90,104
|
|
|
83,604
|
|
|
90,934
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||
Earnings per share
|
$
|
1.35
|
|
|
$
|
1.19
|
|
|
$
|
2.61
|
|
|
$
|
2.32
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
259,776
|
|
|
$
|
259,776
|
|
|
$
|
368,693
|
|
|
$
|
368,693
|
|
Net earnings attributable to noncontrolling interests
|
(57,614
|
)
|
|
(57,614
|
)
|
|
(79,258
|
)
|
|
(79,258
|
)
|
||||
Impact from publicly-traded subsidiaries' dilutive securities (a)
|
—
|
|
|
(12,832
|
)
|
|
—
|
|
|
(12,569
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
202,162
|
|
|
$
|
189,330
|
|
|
$
|
289,435
|
|
|
$
|
276,866
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
84,023
|
|
|
84,023
|
|
|
83,296
|
|
|
83,296
|
|
||||
Dilutive securities (a) (b) (c) (d)
|
—
|
|
|
6,205
|
|
|
—
|
|
|
7,438
|
|
||||
Denominator for earnings per share—weighted average shares (a) (b) (c) (d)
|
84,023
|
|
|
90,228
|
|
|
83,296
|
|
|
90,734
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||
Earnings per share
|
$
|
2.41
|
|
|
$
|
2.10
|
|
|
$
|
3.47
|
|
|
$
|
3.05
|
|
(a)
|
IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three and six months ended June 30, 2019, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the three and six months ended June 30, 2018, it is more dilutive for IAC to settle certain MTCH and ANGI 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. For both the three and six months ended June 30, 2019, 11.2 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 and six months ended June 30, 2018, 3.4 million and 6.9 million potentially dilutive securities, respectively, 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 three and six months ended June 30, 2019, 0.3 million shares 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. For both the three and six months ended June 30, 2018, 0.2 million shares 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, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 0.875% Exchangeable Notes due 2022, the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030, respectively. The average price of IAC common stock was $223.29 and $215.28 for the three and six months ended June 30, 2019, respectively, and the dilutive impact of the 0.875% Exchangeable Notes due 2022, which is the only series of Exchangeable Notes that is currently dilutive, was 1.1 million and 1.0 million shares, respectively.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
497,973
|
|
|
$
|
421,196
|
|
|
$
|
962,598
|
|
|
$
|
828,563
|
|
ANGI Homeservices
|
343,896
|
|
|
294,822
|
|
|
647,339
|
|
|
550,133
|
|
||||
Vimeo
|
45,713
|
|
|
39,560
|
|
|
89,294
|
|
|
75,128
|
|
||||
Dotdash
|
37,728
|
|
|
30,757
|
|
|
71,689
|
|
|
60,788
|
|
||||
Applications
|
132,937
|
|
|
143,074
|
|
|
276,486
|
|
|
275,061
|
|
||||
Emerging & Other
|
128,542
|
|
|
129,796
|
|
|
245,290
|
|
|
264,681
|
|
||||
Inter-segment eliminations
|
(131
|
)
|
|
(83
|
)
|
|
(195
|
)
|
|
(157
|
)
|
||||
Total
|
$
|
1,186,658
|
|
|
$
|
1,059,122
|
|
|
$
|
2,292,501
|
|
|
$
|
2,054,197
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Match Group
|
|
|
|
|
|
|
|
||||||||
Direct revenue:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
251,499
|
|
|
$
|
222,163
|
|
|
$
|
489,272
|
|
|
$
|
433,520
|
|
International
|
235,801
|
|
|
185,564
|
|
|
451,990
|
|
|
366,944
|
|
||||
Total Direct revenue
|
487,300
|
|
|
407,727
|
|
|
941,262
|
|
|
800,464
|
|
||||
Indirect revenue (principally advertising revenue)
|
10,673
|
|
|
13,469
|
|
|
21,336
|
|
|
28,099
|
|
||||
Total Match Group revenue
|
$
|
497,973
|
|
|
$
|
421,196
|
|
|
$
|
962,598
|
|
|
$
|
828,563
|
|
|
|
|
|
|
|
|
|
||||||||
ANGI Homeservices
|
|
|
|
|
|
|
|
||||||||
Marketplace:
|
|
|
|
|
|
|
|
||||||||
Consumer connection revenue
|
$
|
241,236
|
|
|
$
|
187,172
|
|
|
$
|
442,818
|
|
|
$
|
336,232
|
|
Membership subscription revenue
|
16,485
|
|
|
16,565
|
|
|
33,002
|
|
|
32,192
|
|
||||
Other revenue
|
1,807
|
|
|
998
|
|
|
3,633
|
|
|
1,919
|
|
||||
Total Marketplace revenue
|
259,528
|
|
|
204,735
|
|
|
479,453
|
|
|
370,343
|
|
||||
Advertising and other revenue
|
64,872
|
|
|
72,770
|
|
|
126,941
|
|
|
143,188
|
|
||||
Total North America revenue
|
324,400
|
|
|
277,505
|
|
|
606,394
|
|
|
513,531
|
|
||||
Consumer connection revenue
|
15,232
|
|
|
12,496
|
|
|
32,355
|
|
|
26,863
|
|
||||
Membership subscription revenue
|
3,613
|
|
|
4,517
|
|
|
7,355
|
|
|
9,188
|
|
||||
Advertising and other revenue
|
651
|
|
|
304
|
|
|
1,235
|
|
|
551
|
|
||||
Total Europe revenue
|
19,496
|
|
|
17,317
|
|
|
40,945
|
|
|
36,602
|
|
||||
Total ANGI Homeservices revenue
|
$
|
343,896
|
|
|
$
|
294,822
|
|
|
$
|
647,339
|
|
|
$
|
550,133
|
|
|
|
|
|
|
|
|
|
||||||||
Vimeo
|
|
|
|
|
|
|
|
||||||||
Platform revenue
|
$
|
45,713
|
|
|
$
|
36,293
|
|
|
$
|
87,015
|
|
|
$
|
69,225
|
|
Hardware revenue
|
—
|
|
|
3,267
|
|
|
2,279
|
|
|
5,903
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Total Vimeo revenue
|
$
|
45,713
|
|
|
$
|
39,560
|
|
|
$
|
89,294
|
|
|
$
|
75,128
|
|
|
|
|
|
|
|
|
|
||||||||
Dotdash
|
|
|
|
|
|
|
|
||||||||
Advertising revenue
|
$
|
29,005
|
|
|
$
|
24,552
|
|
|
$
|
55,013
|
|
|
$
|
47,765
|
|
Affiliate commerce commission and other revenue
|
8,723
|
|
|
6,205
|
|
|
16,676
|
|
|
13,023
|
|
||||
Total Dotdash revenue
|
$
|
37,728
|
|
|
$
|
30,757
|
|
|
$
|
71,689
|
|
|
$
|
60,788
|
|
|
|
|
|
|
|
|
|
||||||||
Applications
|
|
|
|
|
|
|
|
||||||||
Desktop:
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
78,085
|
|
|
$
|
107,550
|
|
|
$
|
166,135
|
|
|
$
|
216,127
|
|
Other advertising revenue
|
2,846
|
|
|
2,112
|
|
|
6,194
|
|
|
3,807
|
|
||||
Total advertising revenue
|
80,931
|
|
|
109,662
|
|
|
172,329
|
|
|
219,934
|
|
||||
Subscription and other revenue
|
3,908
|
|
|
4,768
|
|
|
8,496
|
|
|
12,084
|
|
||||
Total Desktop revenue
|
84,839
|
|
|
114,430
|
|
|
180,825
|
|
|
232,018
|
|
||||
Mosaic Group:
|
|
|
|
|
|
|
|
||||||||
Subscription and other revenue
|
45,680
|
|
|
23,521
|
|
|
90,828
|
|
|
32,530
|
|
||||
Advertising revenue
|
2,418
|
|
|
5,123
|
|
|
4,833
|
|
|
10,513
|
|
||||
Total Mosaic Group revenue
|
48,098
|
|
|
28,644
|
|
|
95,661
|
|
|
43,043
|
|
||||
Total Applications revenue
|
$
|
132,937
|
|
|
$
|
143,074
|
|
|
$
|
276,486
|
|
|
$
|
275,061
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging & Other
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
105,325
|
|
|
$
|
88,355
|
|
|
$
|
201,598
|
|
|
$
|
181,106
|
|
Other advertising revenue
|
8,299
|
|
|
16,799
|
|
|
15,276
|
|
|
30,068
|
|
||||
Total advertising revenue
|
113,624
|
|
|
105,154
|
|
|
216,874
|
|
|
211,174
|
|
||||
Other revenue
|
14,918
|
|
|
24,642
|
|
|
28,416
|
|
|
53,507
|
|
||||
Total Emerging & Other revenue
|
$
|
128,542
|
|
|
$
|
129,796
|
|
|
$
|
245,290
|
|
|
$
|
264,681
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
774,095
|
|
|
$
|
708,571
|
|
|
$
|
1,486,476
|
|
|
$
|
1,366,151
|
|
All other countries
|
412,563
|
|
|
350,551
|
|
|
806,025
|
|
|
688,046
|
|
||||
Total
|
$
|
1,186,658
|
|
|
$
|
1,059,122
|
|
|
$
|
2,292,501
|
|
|
$
|
2,054,197
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
334,439
|
|
|
$
|
289,756
|
|
All other countries
|
27,111
|
|
|
29,044
|
|
||
Total
|
$
|
361,550
|
|
|
$
|
318,800
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
172,898
|
|
|
$
|
150,165
|
|
|
$
|
291,726
|
|
|
$
|
262,398
|
|
ANGI Homeservices
|
11,403
|
|
|
23,262
|
|
|
7,762
|
|
|
12,506
|
|
||||
Vimeo
|
(11,616
|
)
|
|
(9,593
|
)
|
|
(29,400
|
)
|
|
(19,341
|
)
|
||||
Dotdash
|
7,010
|
|
|
1,339
|
|
|
10,057
|
|
|
4,530
|
|
||||
Applications
|
20,967
|
|
|
33,077
|
|
|
46,323
|
|
|
58,538
|
|
||||
Emerging & Other
|
(1,789
|
)
|
|
6,079
|
|
|
(4,309
|
)
|
|
12,572
|
|
||||
Corporate
|
(44,563
|
)
|
|
(35,892
|
)
|
|
(87,976
|
)
|
|
(72,816
|
)
|
||||
Total
|
$
|
154,310
|
|
|
$
|
168,437
|
|
|
$
|
234,183
|
|
|
$
|
258,387
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA(a):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
203,522
|
|
|
$
|
175,561
|
|
|
$
|
358,589
|
|
|
$
|
313,302
|
|
ANGI Homeservices
|
$
|
51,432
|
|
|
$
|
66,979
|
|
|
$
|
88,611
|
|
|
$
|
103,619
|
|
Vimeo
|
$
|
(9,464
|
)
|
|
$
|
(7,631
|
)
|
|
$
|
(25,664
|
)
|
|
$
|
(15,415
|
)
|
Dotdash
|
$
|
8,375
|
|
|
$
|
1,994
|
|
|
$
|
15,525
|
|
|
$
|
5,843
|
|
Applications
|
$
|
25,319
|
|
|
$
|
35,404
|
|
|
$
|
55,007
|
|
|
$
|
62,156
|
|
Emerging & Other
|
$
|
(1,517
|
)
|
|
$
|
8,290
|
|
|
$
|
(3,612
|
)
|
|
$
|
16,498
|
|
Corporate
|
$
|
(18,586
|
)
|
|
$
|
(15,552
|
)
|
|
$
|
(38,806
|
)
|
|
$
|
(32,560
|
)
|
(a)
|
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 because it excludes the impact of these expenses.
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
172,898
|
|
|
$
|
22,015
|
|
|
$
|
8,197
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
203,522
|
|
ANGI Homeservices
|
11,403
|
|
|
$
|
17,520
|
|
|
$
|
8,796
|
|
|
$
|
13,713
|
|
|
$
|
—
|
|
|
$
|
51,432
|
|
|
Vimeo
|
(11,616
|
)
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
2,020
|
|
|
$
|
—
|
|
|
$
|
(9,464
|
)
|
|
Dotdash
|
7,010
|
|
|
$
|
—
|
|
|
$
|
218
|
|
|
$
|
1,147
|
|
|
$
|
—
|
|
|
$
|
8,375
|
|
|
Applications
|
20,967
|
|
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
2,346
|
|
|
$
|
1,617
|
|
|
$
|
25,319
|
|
|
Emerging & Other
|
(1,789
|
)
|
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,517
|
)
|
|
Corporate
|
(44,563
|
)
|
|
$
|
22,890
|
|
|
$
|
3,087
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18,586
|
)
|
|
Operating income
|
154,310
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(37,206
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
45,972
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
163,076
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(16,285
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
146,791
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(33,324
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
113,467
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 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
|
$
|
150,165
|
|
|
$
|
16,706
|
|
|
$
|
8,399
|
|
|
$
|
237
|
|
|
$
|
54
|
|
|
$
|
175,561
|
|
ANGI Homeservices
|
23,262
|
|
|
$
|
22,053
|
|
|
$
|
5,886
|
|
|
$
|
15,778
|
|
|
$
|
—
|
|
|
$
|
66,979
|
|
|
Vimeo
|
(9,593
|
)
|
|
$
|
—
|
|
|
$
|
321
|
|
|
$
|
1,641
|
|
|
$
|
—
|
|
|
$
|
(7,631
|
)
|
|
Dotdash
|
1,339
|
|
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
1,994
|
|
|
Applications
|
33,077
|
|
|
$
|
—
|
|
|
$
|
773
|
|
|
$
|
1,554
|
|
|
$
|
—
|
|
|
$
|
35,404
|
|
|
Emerging & Other
|
6,079
|
|
|
$
|
1,293
|
|
|
$
|
349
|
|
|
$
|
569
|
|
|
$
|
—
|
|
|
$
|
8,290
|
|
|
Corporate
|
(35,892
|
)
|
|
$
|
17,509
|
|
|
$
|
2,831
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,552
|
)
|
|
Operating income
|
168,437
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(27,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
171,141
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
312,222
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(31,368
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
280,854
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(62,501
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
218,353
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
291,726
|
|
|
$
|
50,012
|
|
|
$
|
16,028
|
|
|
$
|
823
|
|
|
$
|
—
|
|
|
$
|
358,589
|
|
ANGI Homeservices
|
7,762
|
|
|
$
|
36,802
|
|
|
$
|
15,795
|
|
|
$
|
28,252
|
|
|
$
|
—
|
|
|
$
|
88,611
|
|
|
Vimeo
|
(29,400
|
)
|
|
$
|
—
|
|
|
$
|
325
|
|
|
$
|
3,411
|
|
|
$
|
—
|
|
|
$
|
(25,664
|
)
|
|
Dotdash
|
10,057
|
|
|
$
|
—
|
|
|
$
|
444
|
|
|
$
|
5,024
|
|
|
$
|
—
|
|
|
$
|
15,525
|
|
|
Applications
|
46,323
|
|
|
$
|
—
|
|
|
$
|
808
|
|
|
$
|
4,730
|
|
|
$
|
3,146
|
|
|
$
|
55,007
|
|
|
Emerging & Other
|
(4,309
|
)
|
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
(3,612
|
)
|
|
Corporate
|
(87,976
|
)
|
|
$
|
43,055
|
|
|
$
|
6,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(38,806
|
)
|
|
Operating income
|
234,183
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(68,349
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
46,623
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
212,457
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
47,319
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
259,776
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(57,614
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
202,162
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 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
|
$
|
262,398
|
|
|
$
|
33,669
|
|
|
$
|
16,546
|
|
|
$
|
479
|
|
|
$
|
210
|
|
|
$
|
313,302
|
|
ANGI Homeservices
|
12,506
|
|
|
$
|
46,959
|
|
|
$
|
12,070
|
|
|
$
|
32,084
|
|
|
$
|
—
|
|
|
$
|
103,619
|
|
|
Vimeo
|
(19,341
|
)
|
|
$
|
—
|
|
|
$
|
656
|
|
|
$
|
3,270
|
|
|
$
|
—
|
|
|
$
|
(15,415
|
)
|
|
Dotdash
|
4,530
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
818
|
|
|
$
|
—
|
|
|
$
|
5,843
|
|
|
Applications
|
58,538
|
|
|
$
|
—
|
|
|
$
|
1,528
|
|
|
$
|
2,090
|
|
|
$
|
—
|
|
|
$
|
62,156
|
|
|
Emerging & Other
|
12,572
|
|
|
$
|
1,424
|
|
|
$
|
1,102
|
|
|
$
|
1,400
|
|
|
$
|
—
|
|
|
$
|
16,498
|
|
|
Corporate
|
(72,816
|
)
|
|
$
|
34,591
|
|
|
$
|
5,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(32,560
|
)
|
|
Operating income
|
258,387
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(53,861
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
166,522
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
371,048
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(2,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
368,693
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(79,258
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
289,435
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
3,151,959
|
|
|
$
|
2,131,632
|
|
|
$
|
1,644,829
|
|
|
$
|
1,630,809
|
|
Restricted cash included in other current assets
|
1,574
|
|
|
1,633
|
|
|
347
|
|
|
2,873
|
|
||||
Restricted cash included in other non-current assets
|
420
|
|
|
420
|
|
|
—
|
|
|
—
|
|
||||
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
|
$
|
3,153,953
|
|
|
$
|
2,133,685
|
|
|
$
|
1,645,176
|
|
|
$
|
1,633,682
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(In thousands)
|
||||||
Other income, net
|
$45,972
|
|
$171,141
|
|
$46,623
|
|
$166,522
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
2,133,905
|
|
|
$
|
—
|
|
|
$
|
1,018,054
|
|
|
$
|
—
|
|
|
$
|
3,151,959
|
|
Marketable securities
|
—
|
|
|
—
|
|
|
161,749
|
|
|
—
|
|
|
161,749
|
|
|||||
Accounts receivable, net of allowance and reserves
|
—
|
|
|
90,545
|
|
|
274,950
|
|
|
—
|
|
|
365,495
|
|
|||||
Other current assets
|
24,852
|
|
|
38,163
|
|
|
172,650
|
|
|
(781
|
)
|
|
234,884
|
|
|||||
Intercompany receivables
|
—
|
|
|
1,414,117
|
|
|
133,953
|
|
|
(1,548,070
|
)
|
|
—
|
|
|||||
Right-of-use assets
|
10,861
|
|
|
40,151
|
|
|
155,833
|
|
|
(26,555
|
)
|
|
180,290
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
6,962
|
|
|
171,593
|
|
|
182,995
|
|
|
—
|
|
|
361,550
|
|
|||||
Goodwill
|
—
|
|
|
412,009
|
|
|
2,480,953
|
|
|
—
|
|
|
2,892,962
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
43,712
|
|
|
584,706
|
|
|
—
|
|
|
628,418
|
|
|||||
Investment in subsidiaries
|
2,132,545
|
|
|
427,476
|
|
|
—
|
|
|
(2,560,021
|
)
|
|
—
|
|
|||||
Other non-current assets
|
294,891
|
|
|
88,523
|
|
|
97,554
|
|
|
(159,170
|
)
|
|
321,798
|
|
|||||
Total assets
|
$
|
4,604,016
|
|
|
$
|
2,726,289
|
|
|
$
|
5,263,397
|
|
|
$
|
(4,294,597
|
)
|
|
$
|
8,299,105
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
2,079
|
|
|
43,999
|
|
|
58,314
|
|
|
—
|
|
|
104,392
|
|
|||||
Other current liabilities
|
25,552
|
|
|
83,694
|
|
|
731,436
|
|
|
(5,362
|
)
|
|
835,320
|
|
|||||
Long-term debt, net
|
34,291
|
|
|
—
|
|
|
3,104,240
|
|
|
—
|
|
|
3,138,531
|
|
|||||
Income taxes payable
|
—
|
|
|
1,612
|
|
|
34,921
|
|
|
—
|
|
|
36,533
|
|
|||||
Intercompany liabilities
|
1,548,070
|
|
|
—
|
|
|
—
|
|
|
(1,548,070
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
10,563
|
|
|
54,227
|
|
|
362,834
|
|
|
(181,144
|
)
|
|
246,480
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
80,502
|
|
|
—
|
|
|
80,502
|
|
|||||
Shareholders' equity
|
2,983,461
|
|
|
2,542,757
|
|
|
17,264
|
|
|
(2,560,021
|
)
|
|
2,983,461
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
860,136
|
|
|
—
|
|
|
860,136
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
4,604,016
|
|
|
$
|
2,726,289
|
|
|
$
|
5,263,397
|
|
|
$
|
(4,294,597
|
)
|
|
$
|
8,299,105
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
1,018,082
|
|
|
$
|
—
|
|
|
$
|
1,113,550
|
|
|
$
|
—
|
|
|
$
|
2,131,632
|
|
Marketable securities
|
98,299
|
|
|
—
|
|
|
25,366
|
|
|
—
|
|
|
123,665
|
|
|||||
Accounts receivable, net of allowance and reserves
|
—
|
|
|
99,970
|
|
|
179,219
|
|
|
—
|
|
|
279,189
|
|
|||||
Other current assets
|
39,449
|
|
|
29,222
|
|
|
171,682
|
|
|
(12,100
|
)
|
|
228,253
|
|
|||||
Intercompany receivables
|
—
|
|
|
1,423,456
|
|
|
—
|
|
|
(1,423,456
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
6,526
|
|
|
163,281
|
|
|
148,993
|
|
|
—
|
|
|
318,800
|
|
|||||
Goodwill
|
—
|
|
|
412,009
|
|
|
2,314,850
|
|
|
—
|
|
|
2,726,859
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
43,914
|
|
|
587,508
|
|
|
—
|
|
|
631,422
|
|
|||||
Investment in subsidiaries
|
1,897,699
|
|
|
214,519
|
|
|
—
|
|
|
(2,112,218
|
)
|
|
—
|
|
|||||
Other non-current assets
|
274,789
|
|
|
94,290
|
|
|
251,315
|
|
|
(185,629
|
)
|
|
434,765
|
|
|||||
Total assets
|
$
|
3,334,844
|
|
|
$
|
2,480,661
|
|
|
$
|
4,792,483
|
|
|
$
|
(3,733,403
|
)
|
|
$
|
6,874,585
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
1,304
|
|
|
36,293
|
|
|
37,310
|
|
|
—
|
|
|
74,907
|
|
|||||
Other current liabilities
|
41,721
|
|
|
95,405
|
|
|
669,875
|
|
|
(12,100
|
)
|
|
794,901
|
|
|||||
Long-term debt, net
|
34,262
|
|
|
—
|
|
|
2,211,286
|
|
|
—
|
|
|
2,245,548
|
|
|||||
Income taxes payable
|
15
|
|
|
1,707
|
|
|
35,862
|
|
|
—
|
|
|
37,584
|
|
|||||
Intercompany liabilities
|
414,156
|
|
|
—
|
|
|
1,009,300
|
|
|
(1,423,456
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
261
|
|
|
18,181
|
|
|
257,594
|
|
|
(185,629
|
)
|
|
90,407
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
65,687
|
|
|
—
|
|
|
65,687
|
|
|||||
Shareholders' equity (deficit)
|
2,843,125
|
|
|
2,329,075
|
|
|
(216,857
|
)
|
|
(2,112,218
|
)
|
|
2,843,125
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
708,676
|
|
|
—
|
|
|
708,676
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,334,844
|
|
|
$
|
2,480,661
|
|
|
$
|
4,792,483
|
|
|
$
|
(3,733,403
|
)
|
|
$
|
6,874,585
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
200,963
|
|
|
$
|
985,825
|
|
|
$
|
(130
|
)
|
|
$
|
1,186,658
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
19
|
|
|
90,383
|
|
|
186,065
|
|
|
(78
|
)
|
|
276,389
|
|
|||||
Selling and marketing expense
|
384
|
|
|
55,710
|
|
|
355,086
|
|
|
(78
|
)
|
|
411,102
|
|
|||||
General and administrative expense
|
39,634
|
|
|
11,270
|
|
|
174,589
|
|
|
21
|
|
|
225,514
|
|
|||||
Product development expense
|
469
|
|
|
13,353
|
|
|
64,787
|
|
|
5
|
|
|
78,614
|
|
|||||
Depreciation
|
432
|
|
|
2,914
|
|
|
17,745
|
|
|
—
|
|
|
21,091
|
|
|||||
Amortization of intangibles
|
—
|
|
|
1,148
|
|
|
18,490
|
|
|
—
|
|
|
19,638
|
|
|||||
Total operating costs and expenses
|
40,938
|
|
|
174,778
|
|
|
816,762
|
|
|
(130
|
)
|
|
1,032,348
|
|
|||||
Operating (loss) income
|
(40,938
|
)
|
|
26,185
|
|
|
169,063
|
|
|
—
|
|
|
154,310
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
145,997
|
|
|
4,542
|
|
|
—
|
|
|
(150,539
|
)
|
|
—
|
|
|||||
Interest expense
|
(424
|
)
|
|
—
|
|
|
(36,782
|
)
|
|
—
|
|
|
(37,206
|
)
|
|||||
Other (expense) income, net
|
(7,801
|
)
|
|
12,741
|
|
|
52,755
|
|
|
(11,723
|
)
|
|
45,972
|
|
|||||
Earnings before income taxes
|
96,834
|
|
|
43,468
|
|
|
185,036
|
|
|
(162,262
|
)
|
|
163,076
|
|
|||||
Income tax benefit (provision)
|
16,633
|
|
|
(4,136
|
)
|
|
(28,782
|
)
|
|
—
|
|
|
(16,285
|
)
|
|||||
Net earnings
|
113,467
|
|
|
39,332
|
|
|
156,254
|
|
|
(162,262
|
)
|
|
146,791
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(33,324
|
)
|
|
—
|
|
|
(33,324
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
113,467
|
|
|
$
|
39,332
|
|
|
$
|
122,930
|
|
|
$
|
(162,262
|
)
|
|
$
|
113,467
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
114,558
|
|
|
$
|
39,117
|
|
|
$
|
124,408
|
|
|
$
|
(163,525
|
)
|
|
$
|
114,558
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
207,964
|
|
|
$
|
851,240
|
|
|
$
|
(82
|
)
|
|
$
|
1,059,122
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
75
|
|
|
61,215
|
|
|
156,991
|
|
|
(57
|
)
|
|
218,224
|
|
|||||
Selling and marketing expense
|
189
|
|
|
80,302
|
|
|
289,205
|
|
|
(36
|
)
|
|
369,660
|
|
|||||
General and administrative expense
|
31,652
|
|
|
14,259
|
|
|
142,441
|
|
|
11
|
|
|
188,363
|
|
|||||
Product development expense
|
564
|
|
|
14,151
|
|
|
60,730
|
|
|
—
|
|
|
75,445
|
|
|||||
Depreciation
|
266
|
|
|
3,126
|
|
|
15,413
|
|
|
—
|
|
|
18,805
|
|
|||||
Amortization of intangibles
|
—
|
|
|
410
|
|
|
19,778
|
|
|
—
|
|
|
20,188
|
|
|||||
Total operating costs and expenses
|
32,746
|
|
|
173,463
|
|
|
684,558
|
|
|
(82
|
)
|
|
890,685
|
|
|||||
Operating (loss) income
|
(32,746
|
)
|
|
34,501
|
|
|
166,682
|
|
|
—
|
|
|
168,437
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
252,102
|
|
|
5,054
|
|
|
—
|
|
|
(257,156
|
)
|
|
—
|
|
|||||
Interest expense
|
(423
|
)
|
|
—
|
|
|
(26,933
|
)
|
|
—
|
|
|
(27,356
|
)
|
|||||
Other income, net (a)
|
6,436
|
|
|
62,204
|
|
|
153,770
|
|
|
(51,269
|
)
|
|
171,141
|
|
|||||
Earnings before income taxes
|
225,369
|
|
|
101,759
|
|
|
293,519
|
|
|
(308,425
|
)
|
|
312,222
|
|
|||||
Income tax provision
|
(7,016
|
)
|
|
(12,159
|
)
|
|
(12,193
|
)
|
|
—
|
|
|
(31,368
|
)
|
|||||
Net earnings
|
218,353
|
|
|
89,600
|
|
|
281,326
|
|
|
(308,425
|
)
|
|
280,854
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(62,501
|
)
|
|
—
|
|
|
(62,501
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
218,353
|
|
|
$
|
89,600
|
|
|
$
|
218,825
|
|
|
$
|
(308,425
|
)
|
|
$
|
218,353
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
180,909
|
|
|
$
|
89,304
|
|
|
$
|
173,337
|
|
|
$
|
(262,641
|
)
|
|
$
|
180,909
|
|
(a)
|
During the three months ended June 30, 2018, foreign cash of $50.0 million was repatriated to the U.S.
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
399,893
|
|
|
$
|
1,892,803
|
|
|
$
|
(195
|
)
|
|
$
|
2,292,501
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
43
|
|
|
172,529
|
|
|
364,031
|
|
|
(143
|
)
|
|
536,460
|
|
|||||
Selling and marketing expense
|
746
|
|
|
113,676
|
|
|
718,648
|
|
|
(108
|
)
|
|
832,962
|
|
|||||
General and administrative expense
|
77,893
|
|
|
21,804
|
|
|
339,382
|
|
|
51
|
|
|
439,130
|
|
|||||
Product development expense
|
1,116
|
|
|
25,390
|
|
|
140,803
|
|
|
5
|
|
|
167,314
|
|
|||||
Depreciation
|
810
|
|
|
5,836
|
|
|
33,416
|
|
|
—
|
|
|
40,062
|
|
|||||
Amortization of intangibles
|
—
|
|
|
5,025
|
|
|
37,365
|
|
|
—
|
|
|
42,390
|
|
|||||
Total operating costs and expenses
|
80,608
|
|
|
344,260
|
|
|
1,633,645
|
|
|
(195
|
)
|
|
2,058,318
|
|
|||||
Operating (loss) income
|
(80,608
|
)
|
|
55,633
|
|
|
259,158
|
|
|
—
|
|
|
234,183
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
261,437
|
|
|
5,610
|
|
|
—
|
|
|
(267,047
|
)
|
|
—
|
|
|||||
Interest expense
|
(848
|
)
|
|
—
|
|
|
(67,501
|
)
|
|
—
|
|
|
(68,349
|
)
|
|||||
Other (expense) income, net
|
(9,698
|
)
|
|
26,592
|
|
|
53,175
|
|
|
(23,446
|
)
|
|
46,623
|
|
|||||
Earnings before income taxes
|
170,283
|
|
|
87,835
|
|
|
244,832
|
|
|
(290,493
|
)
|
|
212,457
|
|
|||||
Income tax benefit (provision)
|
31,879
|
|
|
(9,259
|
)
|
|
24,699
|
|
|
—
|
|
|
47,319
|
|
|||||
Net earnings
|
202,162
|
|
|
78,576
|
|
|
269,531
|
|
|
(290,493
|
)
|
|
259,776
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(57,614
|
)
|
|
—
|
|
|
(57,614
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
202,162
|
|
|
$
|
78,576
|
|
|
$
|
211,917
|
|
|
$
|
(290,493
|
)
|
|
$
|
202,162
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
204,248
|
|
|
$
|
78,572
|
|
|
$
|
214,508
|
|
|
$
|
(293,080
|
)
|
|
$
|
204,248
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
420,853
|
|
|
$
|
1,633,500
|
|
|
$
|
(156
|
)
|
|
$
|
2,054,197
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
151
|
|
|
117,439
|
|
|
302,703
|
|
|
(107
|
)
|
|
420,186
|
|
|||||
Selling and marketing expense
|
402
|
|
|
170,440
|
|
|
601,731
|
|
|
(81
|
)
|
|
772,492
|
|
|||||
General and administrative expense
|
63,061
|
|
|
29,640
|
|
|
279,814
|
|
|
32
|
|
|
372,547
|
|
|||||
Product development expense
|
1,216
|
|
|
28,420
|
|
|
122,746
|
|
|
—
|
|
|
152,382
|
|
|||||
Depreciation
|
532
|
|
|
6,466
|
|
|
31,064
|
|
|
—
|
|
|
38,062
|
|
|||||
Amortization of intangibles
|
—
|
|
|
919
|
|
|
39,222
|
|
|
—
|
|
|
40,141
|
|
|||||
Total operating costs and expenses
|
65,362
|
|
|
353,324
|
|
|
1,377,280
|
|
|
(156
|
)
|
|
1,795,810
|
|
|||||
Operating (loss) income
|
(65,362
|
)
|
|
67,529
|
|
|
256,220
|
|
|
—
|
|
|
258,387
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
354,852
|
|
|
4,727
|
|
|
—
|
|
|
(359,579
|
)
|
|
—
|
|
|||||
Interest expense
|
(852
|
)
|
|
—
|
|
|
(53,009
|
)
|
|
—
|
|
|
(53,861
|
)
|
|||||
Other (expense) income, net (a)
|
(10,411
|
)
|
|
349,087
|
|
|
155,960
|
|
|
(328,114
|
)
|
|
166,522
|
|
|||||
Earnings before income taxes
|
278,227
|
|
|
421,343
|
|
|
359,171
|
|
|
(687,693
|
)
|
|
371,048
|
|
|||||
Income tax benefit (provision)
|
11,208
|
|
|
(23,125
|
)
|
|
9,562
|
|
|
—
|
|
|
(2,355
|
)
|
|||||
Net earnings
|
289,435
|
|
|
398,218
|
|
|
368,733
|
|
|
(687,693
|
)
|
|
368,693
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(79,258
|
)
|
|
—
|
|
|
(79,258
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
289,435
|
|
|
$
|
398,218
|
|
|
$
|
289,475
|
|
|
$
|
(687,693
|
)
|
|
$
|
289,435
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
280,348
|
|
|
$
|
398,265
|
|
|
$
|
278,664
|
|
|
$
|
(676,929
|
)
|
|
$
|
280,348
|
|
(a)
|
During the six months ended June 30, 2018, foreign cash of $326.0 million was repatriated to the U.S.
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(54,883
|
)
|
|
$
|
92,299
|
|
|
$
|
341,838
|
|
|
$
|
(23,446
|
)
|
|
$
|
355,808
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(7,215
|
)
|
|
(193,811
|
)
|
|
—
|
|
|
(201,026
|
)
|
|||||
Capital expenditures
|
(1,408
|
)
|
|
(14,104
|
)
|
|
(61,111
|
)
|
|
—
|
|
|
(76,623
|
)
|
|||||
Proceeds from maturities of marketable debt securities
|
138,500
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
163,500
|
|
|||||
Purchases of marketable debt securities
|
(39,740
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,740
|
)
|
|||||
Net proceeds from the sale of businesses and investments
|
170
|
|
|
39
|
|
|
23,164
|
|
|
—
|
|
|
23,373
|
|
|||||
Other, net
|
—
|
|
|
(3,270
|
)
|
|
1,114
|
|
|
—
|
|
|
(2,156
|
)
|
|||||
Net cash provided by (used in) investing activities
|
97,522
|
|
|
(24,550
|
)
|
|
(205,644
|
)
|
|
—
|
|
|
(132,672
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of IAC debt
|
—
|
|
|
—
|
|
|
1,150,000
|
|
|
—
|
|
|
1,150,000
|
|
|||||
Purchase of exchangeable note hedges
|
—
|
|
|
—
|
|
|
(303,428
|
)
|
|
—
|
|
|
(303,428
|
)
|
|||||
Proceeds from issuance of warrants
|
166,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|||||
Borrowings under Match Group Credit Facility
|
—
|
|
|
—
|
|
|
40,000
|
|
|
—
|
|
|
40,000
|
|
|||||
Proceeds from Match Group 2019 Senior Notes offering
|
—
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|||||
Principal payments on Match Group Credit Facility
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|
—
|
|
|
(300,000
|
)
|
|||||
Principal payments on ANGI Homeservices Term Loan
|
—
|
|
|
—
|
|
|
(6,875
|
)
|
|
—
|
|
|
(6,875
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(26,361
|
)
|
|
—
|
|
|
(26,361
|
)
|
|||||
Purchase of Match Group treasury stock
|
—
|
|
|
—
|
|
|
(76,086
|
)
|
|
—
|
|
|
(76,086
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
9,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,767
|
|
|||||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
573
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(32,789
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,789
|
)
|
|||||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(164,710
|
)
|
|
—
|
|
|
(164,710
|
)
|
|||||
Purchase of noncontrolling interests
|
(3,182
|
)
|
|
—
|
|
|
(2,939
|
)
|
|
—
|
|
|
(6,121
|
)
|
|||||
Distribution to IAC pursuant to the ANGI tax sharing agreement
|
11,355
|
|
|
—
|
|
|
(11,355
|
)
|
|
—
|
|
|
—
|
|
|||||
Intercompany
|
921,515
|
|
|
(67,749
|
)
|
|
(877,212
|
)
|
|
23,446
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(3,719
|
)
|
|
—
|
|
|
(3,719
|
)
|
|||||
Net cash provided by (used in) financing activities
|
1,073,186
|
|
|
(67,749
|
)
|
|
(232,112
|
)
|
|
23,446
|
|
|
796,771
|
|
|||||
Total cash provided (used)
|
1,115,825
|
|
|
—
|
|
|
(95,918
|
)
|
|
—
|
|
|
1,019,907
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(2
|
)
|
|
—
|
|
|
363
|
|
|
—
|
|
|
361
|
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
1,115,823
|
|
|
—
|
|
|
(95,555
|
)
|
|
—
|
|
|
1,020,268
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
1,018,082
|
|
|
—
|
|
|
1,115,603
|
|
|
—
|
|
|
2,133,685
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
2,133,905
|
|
|
$
|
—
|
|
|
$
|
1,020,048
|
|
|
$
|
—
|
|
|
$
|
3,153,953
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(24,698
|
)
|
|
$
|
418,153
|
|
|
$
|
314,884
|
|
|
$
|
(328,537
|
)
|
|
$
|
379,802
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
(4,142
|
)
|
|
—
|
|
|
(13,371
|
)
|
|
—
|
|
|
(17,513
|
)
|
|||||
Capital expenditures
|
(2,200
|
)
|
|
(847
|
)
|
|
(36,649
|
)
|
|
—
|
|
|
(39,696
|
)
|
|||||
Proceeds from maturities of marketable debt securities
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||||
Purchases of marketable debt securities
|
(124,397
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,397
|
)
|
|||||
Net proceeds from the sale of investments and businesses
|
408
|
|
|
—
|
|
|
27,132
|
|
|
—
|
|
|
27,540
|
|
|||||
Purchases of investments
|
(18,180
|
)
|
|
—
|
|
|
(13,000
|
)
|
|
—
|
|
|
(31,180
|
)
|
|||||
Other, net
|
(5,000
|
)
|
|
3,884
|
|
|
10,715
|
|
|
—
|
|
|
9,599
|
|
|||||
Net cash (used in) provided by investing activities
|
(143,511
|
)
|
|
3,037
|
|
|
(25,173
|
)
|
|
—
|
|
|
(165,647
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments on ANGI Homeservices Term Loan
|
—
|
|
|
—
|
|
|
(6,875
|
)
|
|
—
|
|
|
(6,875
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(532
|
)
|
|
—
|
|
|
(532
|
)
|
|||||
Purchase of IAC treasury stock
|
(7,869
|
)
|
|
|
|
|
|
|
|
(7,869
|
)
|
||||||||
Purchase of Match Group treasury stock
|
—
|
|
|
—
|
|
|
(73,943
|
)
|
|
—
|
|
|
(73,943
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
27,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,317
|
|
|||||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
2,125
|
|
|
—
|
|
|
2,125
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
|||||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(136,727
|
)
|
|
—
|
|
|
(136,727
|
)
|
|||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(877
|
)
|
|
—
|
|
|
(877
|
)
|
|||||
Intercompany
|
375,167
|
|
|
(421,190
|
)
|
|
(282,514
|
)
|
|
328,537
|
|
|
—
|
|
|||||
Other, net
|
2,311
|
|
|
—
|
|
|
(7,140
|
)
|
|
—
|
|
|
(4,829
|
)
|
|||||
Net cash provided by (used in) financing activities
|
396,431
|
|
|
(421,190
|
)
|
|
(506,483
|
)
|
|
328,537
|
|
|
(202,705
|
)
|
|||||
Total cash provided (used)
|
228,222
|
|
|
—
|
|
|
(216,772
|
)
|
|
—
|
|
|
11,450
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
11
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
44
|
|
|||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
228,233
|
|
|
—
|
|
|
(216,739
|
)
|
|
—
|
|
|
11,494
|
|
|||||
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
|
$
|
813,872
|
|
|
$
|
—
|
|
|
$
|
831,304
|
|
|
$
|
—
|
|
|
$
|
1,645,176
|
|
•
|
Match Group ("MTCH") - is a leading provider of subscription dating products, with a portfolio of dating brands, including Tinder, Match, PlentyOfFish and OkCupid. At June 30, 2019, IAC’s economic and voting interest in MTCH were 80.4% and 97.5%, respectively.
|
•
|
ANGI Homeservices ("ANGI") - connects quality home service pros across 500 different categories, from repairing and remodeling to cleaning and landscaping, with consumers through category-transforming products with brands such as HomeAdvisor, Angie’s List, Handy and Fixd Repair. At June 30, 2019, IAC’s economic and voting interest in ANGI were 83.1% and 98.0%, respectively.
|
•
|
Vimeo - operates a global video platform for creative professionals, marketers and enterprises to connect with their audiences, customers and employees.
|
•
|
Dotdash - is a portfolio of digital brands providing expert information and inspiration in select vertical content categories.
|
•
|
Applications - consists of Desktop, which includes our direct-to-consumer downloadable desktop applications and the business-to-business partnership operations, and Mosaic Group, which is a leading provider of global subscription mobile applications comprised of the following businesses that we own and operate: Apalon, iTranslate, TelTech and Daily Burn, transferred from the Emerging & Other segment effective April 1, 2018.
|
•
|
Emerging & Other - consists of Ask Media Group, Bluecrew, The Daily Beast, College Humor Media and IAC Films; it also includes Daily Burn, for periods prior to its transfer to Mosaic Group, and CityGrid, Dictionary.com and Electus, for periods prior to the sales of these businesses.
|
•
|
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.
|
•
|
Combination - On September 29, 2017, IAC's HomeAdvisor business and Angie's List, Inc. ("Angie's List") combined under a new publicly-traded company called ANGI Homeservices Inc.
|
•
|
Marketplace Revenue - includes revenue from the HomeAdvisor and Handy domestic marketplace, including consumer connection revenue for consumer matches, membership subscription revenue from HomeAdvisor service professionals and revenue from completed jobs sourced through the Handy platform. It excludes revenue from Angie's List, mHelpDesk, HomeStars, Fixd Repair and Felix.
|
•
|
Advertising & Other Revenue - includes Angie’s List revenue (revenue from service professionals under contract for advertising and membership subscription fees from consumers) as well as revenue from mHelpDesk, HomeStars, Fixd Repair (acquired on January 25, 2019) and, for periods prior to its sale on December 31, 2018, Felix.
|
•
|
Marketplace Service Requests - are fully completed and submitted domestic customer service requests to HomeAdvisor and completed jobs sourced through the Handy platform.
|
•
|
Marketplace Paying Service Professionals ("Marketplace Paying SPs") - are the number of HomeAdvisor and Handy domestic service professionals that had an active subscription and/or paid for consumer matches or completed a job sourced through the Handy platform in the last month of the period. An active HomeAdvisor subscription is a subscription for which HomeAdvisor was recognizing revenue on the last day of the relevant period.
|
•
|
Platform Revenue - primarily includes revenue from Software-as-a-Service ("SaaS") subscription fees and other related revenue from Vimeo subscribers.
|
•
|
Hardware Revenue - includes sales of our live streaming accessories. Vimeo sold its hardware business in the first quarter of 2019 (see "2019 Developments" below).
|
•
|
Vimeo Ending Subscribers - is the number of subscribers to Vimeo's SaaS video tools at the end of the period (including the addition of subscribers from Magisto, which was acquired on May 28, 2019).
|
•
|
Cost of revenue - consists primarily of traffic acquisition costs and includes (i) the amortization of in-app purchase fees 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. In-app purchase fees are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and product features through the in-app payment systems provided by Apple and Google. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements. Cost of revenue also includes hosting fees, compensation expense (including
|
•
|
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), 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 financial performance and/or operating metric targets 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 financial performance 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.
|
•
|
MTCH Term Loan - due November 16, 2022. The outstanding balance of the MTCH Term Loan as of June 30, 2019 is $425.0 million. The MTCH Term Loan bears interest at LIBOR plus 2.50% and was 4.90% and 5.09% at June 30, 2019 and December 31, 2018, respectively.
|
•
|
MTCH Credit Facility - The MTCH $500 million revolving credit facility expires on December 7, 2023. At June 30, 2019, there were no outstanding borrowings under the MTCH Credit Facility. At December 31, 2018, the outstanding borrowings under the MTCH Credit Facility were $260.0 million, which bore interest at LIBOR plus 1.50%, or approximately 4.00%. The MTCH Credit Facility was repaid with a portion of the net proceeds from the 5.625% MTCH Senior Notes issued on February 15, 2019 (described below).
|
•
|
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 June 30, 2019 is $400.0 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 outstanding balance of the 5.00% MTCH Senior Notes as of June 30, 2019 is $450.0 million.
|
•
|
5.625% MTCH Senior Notes - On February 15, 2019, MTCH issued $350 million aggregate principal amount of its 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15; commencing on August 15, 2019. The proceeds were used to repay outstanding borrowings under the MTCH Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. The outstanding balance of the 5.625% MTCH Senior Notes as of June 30, 2019 is $350.0 million.
|
•
|
ANGI Term Loan - due November 5, 2023. The outstanding balance of the ANGI Term Loan as of June 30, 2019 is $254.4 million. At both June 30, 2019 and December 31, 2018, the ANGI Term Loan bears interest at LIBOR plus 1.50% and has quarterly principal payments. The interest rate was approximately 4.00% at both June 30, 2019 and December 31, 2018.
|
•
|
ANGI Credit Facility - The ANGI $250 million revolving credit facility expires on November 5, 2023. At June 30, 2019 and December 31, 2018, there were no outstanding borrowings under the ANGI Credit Facility.
|
•
|
0.875% Exchangeable Notes due 2022 - On October 2, 2017, IAC FinanceCo, Inc., a 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 0.875% Exchangeable Notes due 2022 as of June 30, 2019 is $517.5 million. Each $1,000 of principal of the 0.875% Exchangeable Notes due 2022 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.
|
•
|
0.875% Exchangeable Notes due 2026 - During the second quarter of 2019, IAC FinanceCo 2, Inc., a subsidiary of the Company, issued $575.0 million aggregate principal of 0.875% Exchangeable Senior Notes due June 15, 2026. The 0.875% Exchangeable Notes due 2026 are guaranteed by the Company and are exchangeable into shares of the Company's common stock. A portion of the net proceeds were used to pay the net premium on the exchangeable note hedge transactions and the remainder will be used for general corporate purposes. Interest is payable each June 15 and December 15; commencing on December 15, 2019. The outstanding balance of the 0.875% Exchangeable Notes due 2026 as of June 30, 2019 is $575.0 million. Each $1,000 of principal of the 0.875% Exchangeable Notes due 2026 is exchangeable for 3.3028 shares of the Company's common stock, which is equivalent to an exchange price of approximately $302.77 per share, subject to adjustment upon the occurrence of specified events.
|
•
|
2.00% Exchangeable Notes due 2030 - During the second quarter of 2019, IAC FinanceCo 3, Inc., a subsidiary of the Company, issued $575.0 million aggregate principal of 2.00% Exchangeable Senior Notes due January 15, 2030. The 2.00% Exchangeable Notes due 2030 are guaranteed by the Company and are exchangeable into shares of the Company's common stock. A portion of the net proceeds were used to pay the net premium on the exchangeable note hedge transactions and the remainder will be used for general corporate purposes. Interest is payable each January 15 and July 15; commencing on January 15, 2020. The outstanding balance of the 2.00% Exchangeable Notes due 2030 as of June 30, 2019 is $575.0 million. Each $1,000 of principal of the 2.00% Exchangeable Notes due 2030 is exchangeable for 3.4323 shares of the Company's common stock, which is equivalent to an exchange price of approximately $291.35 per share, subject to adjustment upon the occurrence of specified events.
|
•
|
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 June 30, 2019 is $34.5 million. On July 24, 2019, the Company issued a notice to redeem all outstanding 4.75% Senior Notes.
|
•
|
IAC Credit Facility - The IAC $250 million revolving credit facility, under which IAC Group, LLC, a subsidiary of the Company, is the borrower, expires on November 5, 2023. At June 30, 2019 and December 31, 2018, there were no outstanding borrowings under the IAC Credit Facility.
|
•
|
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 and a reconciliation of net earnings attributable to IAC shareholders to operating income to consolidated Adjusted EBITDA for the three and six months ended June 30, 2019 and 2018.
|
•
|
Revenue increased $127.5 million, or 12%, to $1.2 billion, due to growth from MTCH of $76.8 million and ANGI of $49.1 million, increases of $7.0 million from Dotdash and $6.2 million from Vimeo, partially offset by decreases of $10.1 million from Applications and $1.3 million from Emerging & Other due, in part, to the sales of Electus, Dictionary.com and CityGrid in the fourth quarter of 2018.
|
•
|
Operating income decreased $14.1 million, or 8%, to $154.3 million, due to a decrease in Adjusted EBITDA of $6.0 million, described below, increases of $4.9 million in stock-based compensation expense and $2.3 million in depreciation and a change of $1.6 million in acquisition-related contingent consideration fair value adjustments, partially offset by a decrease of $0.6 million in amortization of intangibles. The increase in stock-based compensation expense was due primarily to modification charges at MTCH and Corporate, and the issuance of new equity awards since the prior year period, including those issued in connection with recent acquisitions, partially offset by a decrease of $8.5 million in modification and acceleration charges related to the Combination ($8.2 million in 2019 compared to $16.7 million in 2018).
|
•
|
Adjusted EBITDA decreased $6.0 million, or 2%, to $259.1 million, despite growth of $28.0 million from MTCH and $6.4 million from Dotdash, due primarily to decreases of $15.5 million from ANGI and $10.1 million from Applications, a loss of $1.5 million in 2019 from Emerging & Other compared to a profit of $8.3 million in 2018, and increased losses of $3.0 million and $1.8 million from Corporate and Vimeo, respectively.
|
•
|
Revenue increased $238.3 million, or 12%, to $2.3 billion, due to growth from MTCH of $134.0 million and ANGI of $97.2 million, increases of $14.2 million from Vimeo, $10.9 million from Dotdash and $1.4 million from Applications, partially offset by a decrease of $19.4 million from Emerging & Other due, in part, to the sales of Electus, Dictionary.com and CityGrid in the fourth quarter of 2018.
|
•
|
Operating income decreased $24.2 million, or 9%, to $234.2 million, due to a decrease in Adjusted EBITDA of $3.8 million, described below, an increase of $13.2 million in stock-based compensation expense, a change of $2.9 million in acquisition-related contingent consideration fair value adjustments, and increases of $2.2 million in amortization of intangibles and $2.0 million in depreciation. The increase in stock-based compensation expense was due primarily to modification charges at MTCH and Corporate, and the issuance of new equity awards since the prior year period, including those issued in connection with recent acquisitions, as well as an expense of $9.4 million related to the vesting of certain awards for which the market condition was met in the first quarter of 2019, partially offset by a decrease of $18.1 million in modification and acceleration charges related to the Combination ($17.8 million in 2019 compared to $35.8 million in 2018). The increase in amortization of intangibles was due primarily to recent acquisitions, partially offset by lower expense from the Combination.
|
•
|
Adjusted EBITDA decreased $3.8 million, or 1%, to $449.7 million, despite growth of $45.3 million from MTCH and $9.7 million from Dotdash, due primarily to decreases of $15.0 million from ANGI and $7.1 million from Applications, a loss of $3.6 million in 2019 from Emerging & Other compared to a profit of $16.5 million in 2018, and increased losses of $10.2 million and $6.2 million from Vimeo and Corporate, respectively.
|
(i)
|
acquisitions and dispositions
|
Acquisitions:
|
|
Reportable Segment:
|
|
Acquisition Date:
|
Bluecrew - controlling interest
|
|
Emerging & Other
|
|
February 26, 2018
|
iTranslate
|
|
Applications
|
|
March 15, 2018
|
TelTech
|
|
Applications
|
|
October 22, 2018
|
Handy
|
|
ANGI
|
|
October 19, 2018
|
(ii)
|
the transfer of Daily Burn from the Emerging & Other segment to the Applications segment (within Mosaic Group) effective April 1, 2018.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
497,973
|
|
|
$
|
76,777
|
|
|
18%
|
|
$
|
421,196
|
|
|
$
|
962,598
|
|
|
$
|
134,035
|
|
|
16%
|
|
$
|
828,563
|
|
ANGI Homeservices
|
343,896
|
|
|
49,074
|
|
|
17%
|
|
294,822
|
|
|
647,339
|
|
|
97,206
|
|
|
18%
|
|
550,133
|
|
||||||
Vimeo
|
45,713
|
|
|
6,153
|
|
|
16%
|
|
39,560
|
|
|
89,294
|
|
|
14,166
|
|
|
19%
|
|
75,128
|
|
||||||
Dotdash
|
37,728
|
|
|
6,971
|
|
|
23%
|
|
30,757
|
|
|
71,689
|
|
|
10,901
|
|
|
18%
|
|
60,788
|
|
||||||
Applications
|
132,937
|
|
|
(10,137
|
)
|
|
(7)%
|
|
143,074
|
|
|
276,486
|
|
|
1,425
|
|
|
1%
|
|
275,061
|
|
||||||
Emerging & Other
|
128,542
|
|
|
(1,254
|
)
|
|
(1)%
|
|
129,796
|
|
|
245,290
|
|
|
(19,391
|
)
|
|
(7)%
|
|
264,681
|
|
||||||
Inter-segment eliminations
|
(131
|
)
|
|
(48
|
)
|
|
(58)%
|
|
(83
|
)
|
|
(195
|
)
|
|
(38
|
)
|
|
(25)%
|
|
(157
|
)
|
||||||
Total
|
$
|
1,186,658
|
|
|
$
|
127,536
|
|
|
12%
|
|
$
|
1,059,122
|
|
|
$
|
2,292,501
|
|
|
$
|
238,304
|
|
|
12%
|
|
$
|
2,054,197
|
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$276,389
|
|
$58,165
|
|
27%
|
|
$218,224
|
As a percentage of revenue
|
23%
|
|
|
|
|
|
21%
|
•
|
The Emerging & Other increase was due primarily to an increase of $35.2 million in traffic acquisition costs, principally driven by an increase at Ask Media Group in the proportion of revenue that results in the payment of traffic acquisition costs and an increase of $6.2 million in payments made to workers staffed by Bluecrew, principally due to higher revenue, partially offset by a decrease of $7.0 million in production costs, driven primarily by the sale of Electus, and the sale of CityGrid in 2018.
|
•
|
The MTCH increase was due primarily to increases of $23.0 million in in-app purchase fees paid to Apple and Google as MTCH's revenues are increasingly sourced through mobile app stores, $4.0 million in hosting fees and $1.6 million in compensation expense. Many brands in MTCH's portfolio have historically offered subscribers a variety of payment methods to purchase subscriptions and à la carte features. Tinder began to offer subscribers an alternative payment method to Google's in-app payment system similar to the payment alternatives other brands in our portfolio have historically offered to subscribers through our mobile apps on Android. If MTCH continues to offer these alternative payment methods to Tinder subscribers, depending on adoption levels, MTCH may see a reduction in Google in-app purchases fees as a percentage of Android revenue in the future.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$536,460
|
|
$116,274
|
|
28%
|
|
$420,186
|
As a percentage of revenue
|
23%
|
|
|
|
|
|
20%
|
•
|
The Emerging & Other increase was due primarily to an increase of $68.2 million in traffic acquisition costs, principally driven by higher revenue at Ask Media Group, and an increase of $13.8 million in payments made to workers staffed by Bluecrew, principally due to higher revenue, which was acquired on February 26, 2018, partially offset by a decrease of $17.2 million in production costs, driven primarily by the sale of Electus and lower revenue from IAC Films, the sale of CityGrid in 2018 and the transfer of Daily Burn to Mosaic Group.
|
•
|
The MTCH increase was due primarily to increases of $44.3 million in in-app purchase fees paid to Apple and Google, $7.6 million in hosting fees and $3.9 million in compensation expense.
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$411,102
|
|
$41,442
|
|
11%
|
|
$369,660
|
As a percentage of revenue
|
35%
|
|
|
|
|
|
35%
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $39.2 million and compensation expense of $5.7 million as well as $8.8 million of expense from the inclusion of Handy, acquired on October 19, 2018, and Fixd Repair, acquired on January 25, 2019. The increase in advertising expense was due primarily to increased investments in online marketing and television spend. Efficiency of online marketing spend was negatively impacted by traffic sourced through Google. Service requests from free search engine traffic were down from the prior year, while service requests from paid search engine marketing efforts were up, and were considerably more expensive than the prior year. We expect this trend to continue for the near-term. Compensation expense increased due primarily to growth in the sales force.
|
•
|
The Vimeo increase was due primarily to an increase in marketing of $2.6 million related to a brand campaign in 2019 and an increase in compensation expense of $2.0 million, due, in part, to growth in the sales force.
|
•
|
The Emerging & Other decrease was due primarily to a decrease in marketing of $14.0 million at Ask Media Group driven by a shift in revenue resulting in the payment of traffic acquisition costs and the sale of Electus.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$832,962
|
|
$60,470
|
|
8%
|
|
$772,492
|
As a percentage of revenue
|
36%
|
|
|
|
|
|
38%
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $65.1 million and compensation expense of $11.2 million as well as $14.1 million of expense from the inclusion of Handy and Fixd Repair. The increases in advertising expense and compensation expense are due to the factors described above in the three-month discussion.
|
•
|
The Vimeo increase was due primarily to increases in marketing of $10.6 million and compensation expense of $3.4 million due primarily to the factors described above in the three-month discussion.
|
•
|
The Emerging & Other decrease was due primarily to a decrease in marketing of $34.8 million at Ask Media Group, the sales of Electus, Dictionary.com and CityGrid, the transfer of Daily Burn to Mosaic Group, and a decrease in offline marketing of $2.6 million at IAC Films, partially offset by an increase in compensation expense of $1.5 million at Bluecrew.
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$225,514
|
|
$37,151
|
|
20%
|
|
$188,363
|
As a percentage of revenue
|
19%
|
|
|
|
|
|
18%
|
•
|
The MTCH increase was due primarily to increases of $8.6 million in legal and other professional fees, $7.9 million in compensation expense related to an increase in stock-based compensation expense and higher headcount, $1.1 million in non-income taxes and $0.9 million in rent expense due to growth at Tinder. The increase in stock-based compensation expense is primarily due to a modification charge in 2019 and the issuance of new equity awards since the prior year period.
|
•
|
The ANGI increase was due primarily to $7.3 million of expense from the inclusion of Handy and Fixd Repair, including $2.5 million of stock-based compensation expense related to new awards issued in connection with these acquisitions, an increase of $6.7 million in bad debt expense due, in part, to higher Marketplace Revenue, and increases of $1.3 million in facilities costs and $0.8 million in software license and maintenance costs, partially offset by a decrease of $6.3 million in compensation expense and the inclusion in 2018 of $0.8 million in integration-related costs in connection with the Combination. The decrease in compensation expense was due primarily to a decrease of $7.1 million in stock-based compensation expense reflecting a decrease of $8.1 million in expense due to the modification and acceleration charges related to the Combination ($6.7 million in 2019 compared to $14.8 million in 2018), partially offset by the issuance of new equity awards since 2018.
|
•
|
The Corporate increase was due primarily to higher compensation costs, driven by an increase in stock-based compensation expense due primarily to the issuance of new equity awards since the prior year period and modification charges in 2019, and higher professional fees.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$439,130
|
|
$66,583
|
|
18%
|
|
$372,547
|
As a percentage of revenue
|
19%
|
|
|
|
|
|
18%
|
•
|
The MTCH increase was due primarily to increases of $13.8 million in legal and other professional fees, $11.0 million in compensation expense, including an increase in stock-based compensation expense, $1.6 million in non-income taxes and $2.0 million in rent expense due primarily to the factors described above in the three-month discussion.
|
•
|
The ANGI increase was due primarily to $14.8 million of expense from the inclusion of Handy and Fixd Repair, including $5.0 million of stock-based compensation expense related to new awards issued in connection with these acquisitions, an increase of $11.6 million in bad debt expense due, in part, to higher Marketplace Revenue, and increases of $1.5 million in software license and maintenance costs and $1.2 million in facilities costs, partially offset by a decrease of $12.0 million in compensation expense and the inclusion in 2018 of $3.3 million in integration-related costs in connection with the Combination. The decrease in compensation expense was due primarily to a decrease of $15.3 million in stock-based compensation expense reflecting a decrease of $16.9 million in expense due to the modification and acceleration charges related to the Combination ($14.7 million in 2019 compared to $31.5 million in 2018), partially offset by the issuance of new equity awards since 2018.
|
•
|
The Corporate increase was due primarily to the factors described above in the three-month discussion.
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$78,614
|
|
$3,169
|
|
4%
|
|
$75,445
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
7%
|
•
|
The Dotdash increase was due primarily to an increase of $1.3 million in compensation expense, primarily for contractors engaged in content development.
|
•
|
The ANGI increase was due primarily to $1.5 million of expense from the inclusion of Handy.
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$167,314
|
|
$14,932
|
|
10%
|
|
$152,382
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
7%
|
•
|
The MTCH increase was due primarily to an increase of $11.3 million in compensation expense, including an increase of $6.9 million in stock-based compensation expense, due primarily to expense related to the vesting of certain awards for which the market condition was met in the first quarter of 2019, and higher headcount at Tinder.
|
•
|
The Dotdash increase was due primarily to an increase of $2.2 million in compensation expense due primarily to the factor described above in the three-month discussion.
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$21,091
|
|
$2,286
|
|
12%
|
|
$18,805
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$40,062
|
|
$2,000
|
|
5%
|
|
$38,062
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
172,898
|
|
|
$
|
22,733
|
|
|
15%
|
|
$
|
150,165
|
|
|
$
|
291,726
|
|
|
$
|
29,328
|
|
|
11%
|
|
$
|
262,398
|
|
ANGI Homeservices
|
11,403
|
|
|
(11,859
|
)
|
|
(51)%
|
|
23,262
|
|
|
7,762
|
|
|
(4,744
|
)
|
|
(38)%
|
|
12,506
|
|
||||||
Vimeo
|
(11,616
|
)
|
|
(2,023
|
)
|
|
(21)%
|
|
(9,593
|
)
|
|
(29,400
|
)
|
|
(10,059
|
)
|
|
(52)%
|
|
(19,341
|
)
|
||||||
Dotdash
|
7,010
|
|
|
5,671
|
|
|
424%
|
|
1,339
|
|
|
10,057
|
|
|
5,527
|
|
|
122%
|
|
4,530
|
|
||||||
Applications
|
20,967
|
|
|
(12,110
|
)
|
|
(37)%
|
|
33,077
|
|
|
46,323
|
|
|
(12,215
|
)
|
|
(21)%
|
|
58,538
|
|
||||||
Emerging & Other
|
(1,789
|
)
|
|
(7,868
|
)
|
|
NM
|
|
6,079
|
|
|
(4,309
|
)
|
|
(16,881
|
)
|
|
NM
|
|
12,572
|
|
||||||
Corporate
|
(44,563
|
)
|
|
(8,671
|
)
|
|
(24)%
|
|
(35,892
|
)
|
|
(87,976
|
)
|
|
(15,160
|
)
|
|
(21)%
|
|
(72,816
|
)
|
||||||
Total
|
$
|
154,310
|
|
|
$
|
(14,127
|
)
|
|
(8)%
|
|
$
|
168,437
|
|
|
$
|
234,183
|
|
|
$
|
(24,204
|
)
|
|
(9)%
|
|
$
|
258,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
13%
|
|
|
|
|
|
16%
|
|
10%
|
|
|
|
|
|
13%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
203,522
|
|
|
$
|
27,961
|
|
|
16%
|
|
$
|
175,561
|
|
|
$
|
358,589
|
|
|
$
|
45,287
|
|
|
14%
|
|
$
|
313,302
|
|
ANGI Homeservices
|
51,432
|
|
|
(15,547
|
)
|
|
(23)%
|
|
66,979
|
|
|
88,611
|
|
|
(15,008
|
)
|
|
(14)%
|
|
103,619
|
|
||||||
Vimeo
|
(9,464
|
)
|
|
(1,833
|
)
|
|
(24)%
|
|
(7,631
|
)
|
|
(25,664
|
)
|
|
(10,249
|
)
|
|
(66)%
|
|
(15,415
|
)
|
||||||
Dotdash
|
8,375
|
|
|
6,381
|
|
|
320%
|
|
1,994
|
|
|
15,525
|
|
|
9,682
|
|
|
166%
|
|
5,843
|
|
||||||
Applications
|
25,319
|
|
|
(10,085
|
)
|
|
(28)%
|
|
35,404
|
|
|
55,007
|
|
|
(7,149
|
)
|
|
(12)%
|
|
62,156
|
|
||||||
Emerging & Other
|
(1,517
|
)
|
|
(9,807
|
)
|
|
NM
|
|
8,290
|
|
|
(3,612
|
)
|
|
(20,110
|
)
|
|
NM
|
|
16,498
|
|
||||||
Corporate
|
(18,586
|
)
|
|
(3,034
|
)
|
|
(20)%
|
|
(15,552
|
)
|
|
(38,806
|
)
|
|
(6,246
|
)
|
|
(19)%
|
|
(32,560
|
)
|
||||||
Total
|
$
|
259,081
|
|
|
$
|
(5,964
|
)
|
|
(2)%
|
|
$
|
265,045
|
|
|
$
|
449,650
|
|
|
$
|
(3,793
|
)
|
|
(1)%
|
|
$
|
453,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
22%
|
|
|
|
|
|
25%
|
|
20%
|
|
|
|
|
|
22%
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$37,206
|
|
$9,850
|
|
36%
|
|
$27,356
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$68,349
|
|
$14,488
|
|
27%
|
|
$53,861
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Other income, net
|
$45,972
|
|
$(125,169)
|
|
(73)%
|
|
$171,141
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Other income, net
|
$46,623
|
|
$(119,899)
|
|
(72)%
|
|
$166,522
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Income tax provision
|
$(16,285)
|
|
$15,083
|
|
48%
|
|
$(31,368)
|
Effective income tax rate
|
10%
|
|
|
|
|
|
10%
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Income tax benefit (provision)
|
$47,319
|
|
$49,674
|
|
NM
|
|
$(2,355)
|
Effective income tax rate
|
NM
|
|
|
|
|
|
1%
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Net earnings attributable to noncontrolling interests
|
$33,324
|
|
$(29,177)
|
|
(47)%
|
|
$62,501
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Net earnings attributable to noncontrolling interests
|
$57,614
|
|
$(21,644)
|
|
(27)%
|
|
$79,258
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings attributable to IAC shareholders
|
$
|
113,467
|
|
|
$
|
218,353
|
|
|
$
|
202,162
|
|
|
$
|
289,435
|
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
33,324
|
|
|
62,501
|
|
|
57,614
|
|
|
79,258
|
|
||||
Income tax provision (benefit)
|
16,285
|
|
|
31,368
|
|
|
(47,319
|
)
|
|
2,355
|
|
||||
Other income, net
|
(45,972
|
)
|
|
(171,141
|
)
|
|
(46,623
|
)
|
|
(166,522
|
)
|
||||
Interest expense
|
37,206
|
|
|
27,356
|
|
|
68,349
|
|
|
53,861
|
|
||||
Operating income
|
154,310
|
|
|
168,437
|
|
|
234,183
|
|
|
258,387
|
|
||||
Stock-based compensation expense
|
62,425
|
|
|
57,561
|
|
|
129,869
|
|
|
116,643
|
|
||||
Depreciation
|
21,091
|
|
|
18,805
|
|
|
40,062
|
|
|
38,062
|
|
||||
Amortization of intangibles
|
19,638
|
|
|
20,188
|
|
|
42,390
|
|
|
40,141
|
|
||||
Acquisition-related contingent consideration fair value adjustments
|
1,617
|
|
|
54
|
|
|
3,146
|
|
|
210
|
|
||||
Adjusted EBITDA
|
$
|
259,081
|
|
|
$
|
265,045
|
|
|
$
|
449,650
|
|
|
$
|
453,443
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
MTCH, Cash and cash equivalents:
|
|
|
|
|
||||
United States
|
|
$
|
142,123
|
|
|
$
|
83,851
|
|
All other countries
|
|
124,251
|
|
|
103,096
|
|
||
Total MTCH cash and cash equivalents
|
|
266,374
|
|
|
186,947
|
|
||
|
|
|
|
|
||||
ANGI, Cash and cash equivalents and marketable securities:
|
|
|
|
|
||||
United States
|
|
370,057
|
|
|
328,795
|
|
||
All other countries
|
|
10,506
|
|
|
8,189
|
|
||
Total cash and cash equivalents
|
|
380,563
|
|
|
336,984
|
|
||
Marketable securities (United States)
|
|
—
|
|
|
24,947
|
|
||
Total ANGI cash and cash equivalents and marketable securities
|
|
380,563
|
|
|
361,931
|
|
||
|
|
|
|
|
||||
IAC, Cash and cash equivalents and marketable securities:
|
|
|
|
|
||||
United States
|
|
2,423,161
|
|
|
1,558,636
|
|
||
All other countries
|
|
81,861
|
|
|
49,065
|
|
||
Total cash and cash equivalents
|
|
2,505,022
|
|
|
1,607,701
|
|
||
Marketable securities (United States)
|
|
161,749
|
|
|
98,718
|
|
||
Total IAC cash and cash equivalents and marketable securities
|
|
2,666,771
|
|
|
1,706,419
|
|
||
|
|
|
|
|
||||
Total cash and cash equivalents and marketable securities
|
|
$
|
3,313,708
|
|
|
$
|
2,255,297
|
|
MTCH Debt:
|
|
|
|
|
||||
MTCH Term Loan
|
|
$
|
425,000
|
|
|
$
|
425,000
|
|
MTCH Credit Facility
|
|
—
|
|
|
260,000
|
|
||
6.375% MTCH Senior Notes
|
|
400,000
|
|
|
400,000
|
|
||
5.00% MTCH Senior Notes
|
|
450,000
|
|
|
450,000
|
|
||
5.625% MTCH Senior Notes
|
|
350,000
|
|
|
—
|
|
||
Total MTCH long-term debt
|
|
1,625,000
|
|
|
1,535,000
|
|
||
Less: unamortized original issue discount
|
|
6,695
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
|
15,698
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
|
1,602,607
|
|
|
1,515,911
|
|
||
|
|
|
|
|
||||
ANGI Debt:
|
|
|
|
|
||||
ANGI Term Loan
|
|
254,375
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
|
2,268
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
|
238,357
|
|
|
244,971
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
0.875% Exchangeable Notes due 2022
|
|
517,500
|
|
|
517,500
|
|
||
4.75% Senior Notes
|
|
34,489
|
|
|
34,489
|
|
||
0.875% Exchangeable Notes due 2026
|
|
575,000
|
|
|
—
|
|
||
2.00% Exchangeable Notes due 2030
|
|
575,000
|
|
|
—
|
|
||
Total IAC long-term debt
|
|
1,701,989
|
|
|
551,989
|
|
||
Less: unamortized original issue discount
|
|
372,629
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
|
31,793
|
|
|
13,298
|
|
||
Total IAC debt, net
|
|
1,297,567
|
|
|
484,666
|
|
||
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
3,138,531
|
|
|
$
|
2,245,548
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
355,808
|
|
|
$
|
379,802
|
|
Investing activities
|
(132,672
|
)
|
|
(165,647
|
)
|
||
Financing activities
|
796,771
|
|
|
(202,705
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations(a)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt(b)
|
$
|
126,508
|
|
|
$
|
274,358
|
|
|
$
|
1,777,605
|
|
|
$
|
2,206,250
|
|
|
$
|
4,384,721
|
|
Operating leases(c)
|
43,733
|
|
|
77,800
|
|
|
56,709
|
|
|
237,070
|
|
|
415,312
|
|
|||||
Purchase obligations(d)
|
35,370
|
|
|
1,785
|
|
|
—
|
|
|
—
|
|
|
37,155
|
|
|||||
Total contractual obligations
|
$
|
205,611
|
|
|
$
|
353,943
|
|
|
$
|
1,834,314
|
|
|
$
|
2,443,320
|
|
|
$
|
4,837,188
|
|
(a)
|
The Company has excluded $48.6 million in unrecognized tax benefits and related interest from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see "Note 3—Income Taxes" to the consolidated financial statements included in "Item 1—Consolidated Financial Statements."
|
(b)
|
Represents contractual amounts due including interest on both fixed and variable rate instruments. Long-term debt at June 30, 2019 consists of $2.9 billion bearing interest at fixed rates and $679.4 million bearing interest at variable rates. The variable rate instruments consist of a $425.0 million MTCH Term Loan and a $254.4 million ANGI Term Loan. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or 4.90%, at June 30, 2019. The ANGI Term Loan bears interest at LIBOR plus 1.50%, or approximately 4.00% at June 30, 2019. The amount of interest ultimately paid on the MTCH and ANGI term loans may differ based on changes in interest rates. For additional information on long-term debt arrangements, see "Note 5—Long-term Debt" to the consolidated financial statements included in "Item 1—Consolidated Financial Statements."
|
(c)
|
The Company leases land, office space, data center facilities and equipment used in connection with operations under various operating leases, the majority of which contain escalation clauses. Operating leases obligations include legally binding minimum lease payments for leases signed but not yet commenced. The Company is also committed to pay a portion of the related operating expenses under certain lease agreements. These operating expenses are not included in the table above. For additional information on operating leases, see "Note 2—Leases" to the consolidated financial statements included in "Item 1—Consolidated Financial Statements."
|
(d)
|
The purchase obligations principally include web hosting commitments.
|
•
|
IAC FinanceCo 2, Inc.’s issuance during the second quarter of 2019, of $575.0 million aggregate principal amount of its 0.875% Exchangeable Senior Notes due June 15, 2026 and IAC FinanceCo 3, Inc.’s issuance during the second quarter of 2019, of $575.0 million aggregate principal amount of its 2.00% Exchangeable Senior Notes due January 15, 2030; and
|
•
|
MTCH's issuance, on February 15, 2019, of $350 million aggregate principal amount of its 5.625% Senior Notes due February 15, 2029; a portion of the proceeds were used to repay outstanding borrowings under the MTCH Credit Facility.
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
|
|
|
101.INS
|
Inline XBRL Instance (1)
|
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema (1)
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation (1)
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition (1)
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Labels (1)
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation (1)
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
(1)
|
Filed herewith.
|
(2)
|
Furnished herewith.
|
Dated:
|
August 8, 2019
|
|
|
|
|
|
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
|
|
August 8, 2019
|
Glenn H. Schiffman
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2019 of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 8, 2019
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2019 of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 8, 2019
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2019 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
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b)
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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.
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Dated:
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August 8, 2019
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/s/ GLENN H. SCHIFFMAN
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Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
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(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2019
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/s/ BARRY DILLER
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Barry Diller
Chairman and Senior Executive
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(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 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
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2019
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/s/ JOSEPH LEVIN
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Joseph Levin
Chief Executive Officer
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(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 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
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2019
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/s/ GLENN H. SCHIFFMAN
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Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
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