|
|
|
☒
|
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
|
78,800,508
|
|
Class B Common Stock
|
5,789,499
|
|
Total outstanding Common Stock
|
84,590,007
|
|
|
|
Page
Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,946,180
|
|
|
$
|
2,131,632
|
|
Marketable securities
|
157,174
|
|
|
123,665
|
|
||
Accounts receivable, net of allowance and reserves of $25,003 and $18,860, respectively
|
355,924
|
|
|
279,189
|
|
||
Other current assets
|
225,016
|
|
|
228,253
|
|
||
Total current assets
|
3,684,294
|
|
|
2,762,739
|
|
||
|
|
|
|
||||
Right-of-use assets
|
177,797
|
|
|
—
|
|
||
Property and equipment, net of accumulated depreciation and amortization of $308,987 and $286,798, respectively
|
361,664
|
|
|
318,800
|
|
||
Goodwill
|
2,852,986
|
|
|
2,726,859
|
|
||
Intangible assets, net of accumulated amortization of $196,563 and $136,405, respectively
|
603,702
|
|
|
631,422
|
|
||
Long-term investments
|
333,980
|
|
|
235,055
|
|
||
Deferred income taxes
|
170,299
|
|
|
64,786
|
|
||
Other non-current assets
|
120,069
|
|
|
134,924
|
|
||
TOTAL ASSETS
|
$
|
8,304,791
|
|
|
$
|
6,874,585
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
100,858
|
|
|
74,907
|
|
||
Deferred revenue
|
414,325
|
|
|
360,015
|
|
||
Accrued expenses and other current liabilities
|
507,348
|
|
|
434,886
|
|
||
Total current liabilities
|
1,036,281
|
|
|
883,558
|
|
||
|
|
|
|
||||
Long-term debt, net
|
3,111,882
|
|
|
2,245,548
|
|
||
Income taxes payable
|
36,297
|
|
|
37,584
|
|
||
Deferred income taxes
|
21,657
|
|
|
23,600
|
|
||
Other long-term liabilities
|
215,611
|
|
|
66,807
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
77,302
|
|
|
65,687
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 263,110 and 262,303 shares, respectively, and outstanding 78,770 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
|
11,761,711
|
|
|
12,022,387
|
|
||
Retained earnings
|
1,589,500
|
|
|
1,258,794
|
|
||
Accumulated other comprehensive loss
|
(144,604
|
)
|
|
(128,722
|
)
|
||
Treasury stock 194,708 shares
|
(10,309,612
|
)
|
|
(10,309,612
|
)
|
||
Total IAC shareholders' equity
|
2,897,274
|
|
|
2,843,125
|
|
||
Noncontrolling interests
|
908,487
|
|
|
708,676
|
|
||
Total shareholders' equity
|
3,805,761
|
|
|
3,551,801
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
8,304,791
|
|
|
$
|
6,874,585
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
1,246,874
|
|
|
$
|
1,104,592
|
|
|
$
|
3,539,375
|
|
|
$
|
3,158,789
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
296,385
|
|
|
237,238
|
|
|
832,845
|
|
|
657,424
|
|
||||
Selling and marketing expense
|
423,881
|
|
|
386,802
|
|
|
1,256,843
|
|
|
1,159,294
|
|
||||
General and administrative expense
|
207,880
|
|
|
190,903
|
|
|
647,010
|
|
|
563,450
|
|
||||
Product development expense
|
86,600
|
|
|
77,740
|
|
|
253,914
|
|
|
230,122
|
|
||||
Depreciation
|
23,090
|
|
|
18,925
|
|
|
63,152
|
|
|
56,987
|
|
||||
Amortization of intangibles
|
23,186
|
|
|
20,152
|
|
|
65,576
|
|
|
60,293
|
|
||||
Total operating costs and expenses
|
1,061,022
|
|
|
931,760
|
|
|
3,119,340
|
|
|
2,727,570
|
|
||||
Operating income
|
185,852
|
|
|
172,832
|
|
|
420,035
|
|
|
431,219
|
|
||||
Interest expense
|
(42,132
|
)
|
|
(27,610
|
)
|
|
(110,481
|
)
|
|
(81,471
|
)
|
||||
Other income, net
|
1,229
|
|
|
8,113
|
|
|
47,852
|
|
|
174,635
|
|
||||
Earnings before income taxes
|
144,949
|
|
|
153,335
|
|
|
357,406
|
|
|
524,383
|
|
||||
Income tax benefit
|
14,823
|
|
|
18,242
|
|
|
62,142
|
|
|
15,887
|
|
||||
Net earnings
|
159,772
|
|
|
171,577
|
|
|
419,548
|
|
|
540,270
|
|
||||
Net earnings attributable to noncontrolling interests
|
(31,228
|
)
|
|
(25,803
|
)
|
|
(88,842
|
)
|
|
(105,061
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
128,544
|
|
|
$
|
145,774
|
|
|
$
|
330,706
|
|
|
$
|
435,209
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
|
$
|
1.52
|
|
|
$
|
1.75
|
|
|
$
|
3.93
|
|
|
$
|
5.22
|
|
Diluted earnings per share
|
$
|
1.35
|
|
|
$
|
1.49
|
|
|
$
|
3.45
|
|
|
$
|
4.55
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
935
|
|
|
$
|
512
|
|
|
$
|
2,919
|
|
|
$
|
1,937
|
|
Selling and marketing expense
|
2,338
|
|
|
1,837
|
|
|
7,815
|
|
|
5,679
|
|
||||
General and administrative expense
|
36,883
|
|
|
44,242
|
|
|
131,842
|
|
|
134,743
|
|
||||
Product development expense
|
9,897
|
|
|
8,772
|
|
|
37,346
|
|
|
29,647
|
|
||||
Total stock-based compensation expense
|
$
|
50,053
|
|
|
$
|
55,363
|
|
|
$
|
179,922
|
|
|
$
|
172,006
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings
|
$
|
159,772
|
|
|
$
|
171,577
|
|
|
$
|
419,548
|
|
|
$
|
540,270
|
|
Other comprehensive loss, net of income taxes:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(23,053
|
)
|
|
(1,050
|
)
|
|
(20,647
|
)
|
|
(12,233
|
)
|
||||
Change in unrealized gains and losses on available-for-sale securities (a)
|
—
|
|
|
(28
|
)
|
|
(5
|
)
|
|
(15
|
)
|
||||
Total other comprehensive loss, net of income taxes
|
(23,053
|
)
|
|
(1,078
|
)
|
|
(20,652
|
)
|
|
(12,248
|
)
|
||||
Comprehensive income, net of income taxes
|
136,719
|
|
|
170,499
|
|
|
398,896
|
|
|
528,022
|
|
||||
Components of comprehensive income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
(31,228
|
)
|
|
(25,803
|
)
|
|
(88,842
|
)
|
|
(105,061
|
)
|
||||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
4,664
|
|
|
549
|
|
|
4,348
|
|
|
2,632
|
|
||||
Change in unrealized gains and losses of available-for-sale debt securities attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(26,564
|
)
|
|
(25,254
|
)
|
|
(84,493
|
)
|
|
(102,429
|
)
|
||||
Comprehensive income attributable to IAC shareholders
|
$
|
110,155
|
|
|
$
|
145,245
|
|
|
$
|
314,403
|
|
|
$
|
425,593
|
|
(a)
|
Net of income tax benefit of $4 for the three months ended September 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 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
|
|
Net (loss) earnings
|
(1,270
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,544
|
|
|
—
|
|
|
—
|
|
|
128,544
|
|
|
32,498
|
|
|
161,042
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(365
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,389
|
)
|
|
—
|
|
|
(18,389
|
)
|
|
(4,299
|
)
|
|
(22,688
|
)
|
||||||||||
Stock-based compensation expense
|
36
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,332
|
|
|
29,521
|
|
|
49,853
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
(55,036
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,036
|
)
|
|
—
|
|
|
(55,036
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(71
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(1,531
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
|
—
|
|
|
1,531
|
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,749
|
)
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
(23,259
|
)
|
|
(9,369
|
)
|
|
(32,628
|
)
|
||||||||||
Purchase of Match Group and ANGI Homeservices treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,779
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,779
|
)
|
|
—
|
|
|
(139,779
|
)
|
||||||||||
Equity component of exchangeable senior notes, net of deferred financing costs and deferred tax liabilities
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
||||||||||
Other
|
1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||||
Balance at September 30, 2019
|
$
|
77,302
|
|
|
|
$
|
263
|
|
|
263,110
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,761,711
|
|
|
$
|
1,589,500
|
|
|
$
|
(144,604
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,897,274
|
|
|
$
|
908,487
|
|
|
$
|
3,805,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
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
|
|
Net (loss) earnings
|
(275
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,774
|
|
|
—
|
|
|
—
|
|
|
145,774
|
|
|
26,078
|
|
|
171,852
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(424
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(529
|
)
|
|
—
|
|
|
(529
|
)
|
|
(125
|
)
|
|
(654
|
)
|
||||||||||
Stock-based compensation expense
|
284
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,748
|
|
|
38,331
|
|
|
55,079
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|
9,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,012
|
|
|
—
|
|
|
9,012
|
|
||||||||||
Purchase of IAC treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,178
|
)
|
|
(68,178
|
)
|
|
—
|
|
|
(68,178
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
59
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
(3,562
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
(418
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(2,221
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,221
|
|
|
—
|
|
|
2,221
|
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,480
|
)
|
|
—
|
|
|
391
|
|
|
—
|
|
|
(74,089
|
)
|
|
3,251
|
|
|
(70,838
|
)
|
||||||||||
Purchase of Match Group treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,433
|
)
|
|
—
|
|
|
(6,433
|
)
|
||||||||||
Other
|
(50
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
124
|
|
|
1
|
|
||||||||||
Balance at September 30, 2018
|
$
|
69,530
|
|
|
|
$
|
262
|
|
|
262,040
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,955,629
|
|
|
$
|
1,067,042
|
|
|
$
|
(112,855
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,600,482
|
|
|
$
|
728,110
|
|
|
$
|
3,328,592
|
|
|
|
|
|
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
|
4,625
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330,706
|
|
|
—
|
|
|
—
|
|
|
330,706
|
|
|
84,217
|
|
|
414,923
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(514
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,303
|
)
|
|
—
|
|
|
(16,303
|
)
|
|
(3,835
|
)
|
|
(20,138
|
)
|
||||||||||
Stock-based compensation expense
|
113
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,387
|
|
|
116,252
|
|
|
179,639
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
(78,059
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,058
|
)
|
|
—
|
|
|
(78,058
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(6,192
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
8,607
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,607
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,607
|
)
|
|
—
|
|
|
(8,607
|
)
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,661
|
)
|
|
—
|
|
|
421
|
|
|
—
|
|
|
(200,240
|
)
|
|
3,004
|
|
|
(197,236
|
)
|
||||||||||
Purchase of Match Group and ANGI Homeservices treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,636
|
)
|
|
—
|
|
|
(220,636
|
)
|
||||||||||
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
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320,998
|
|
|
—
|
|
|
320,998
|
|
||||||||||
Issuance of warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,520
|
|
|
—
|
|
|
166,520
|
|
||||||||||
Other
|
(33
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
173
|
|
|
(17
|
)
|
||||||||||
Balance at September 30, 2019
|
$
|
77,302
|
|
|
|
$
|
263
|
|
|
263,110
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,761,711
|
|
|
$
|
1,589,500
|
|
|
$
|
(144,604
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,897,274
|
|
|
$
|
908,487
|
|
|
$
|
3,805,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance at December 31, 2017
|
$
|
42,867
|
|
|
|
$
|
261
|
|
|
260,624
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,165,002
|
|
|
$
|
595,038
|
|
|
$
|
(103,568
|
)
|
|
$
|
(10,226,721
|
)
|
|
$
|
2,430,028
|
|
|
$
|
516,795
|
|
|
$
|
2,946,823
|
|
Cumulative effect of adoption of ASU No. 2014-09
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
3,410
|
|
|
40,205
|
|
||||||||||
Net earnings
|
34,481
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435,209
|
|
|
—
|
|
|
—
|
|
|
435,209
|
|
|
70,580
|
|
|
505,789
|
|
||||||||||
Other comprehensive loss, net of income taxes
|
(710
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,616
|
)
|
|
—
|
|
|
(9,616
|
)
|
|
(1,922
|
)
|
|
(11,538
|
)
|
||||||||||
Stock-based compensation expense
|
1,084
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,763
|
|
|
118,159
|
|
|
170,922
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,416
|
|
|
—
|
|
|
—
|
|
|
34,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,903
|
|
|
—
|
|
|
34,903
|
|
||||||||||
Purchase of IAC treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|
(82,891
|
)
|
|
—
|
|
|
(82,891
|
)
|
||||||||||
Purchase of noncontrolling interests
|
(3,562
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,236
|
)
|
|
(1,236
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(372
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213,440
|
)
|
|
—
|
|
|
329
|
|
|
—
|
|
|
(213,111
|
)
|
|
7,695
|
|
|
(205,416
|
)
|
||||||||||
Purchase of Match Group treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,239
|
)
|
|
—
|
|
|
(86,239
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
2,261
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,246
|
|
|
14,246
|
|
||||||||||
Other
|
(6,519
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
383
|
|
|
2,652
|
|
||||||||||
Balance at September 30, 2018
|
$
|
69,530
|
|
|
|
$
|
262
|
|
|
262,040
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,955,629
|
|
|
$
|
1,067,042
|
|
|
$
|
(112,855
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,600,482
|
|
|
$
|
728,110
|
|
|
$
|
3,328,592
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
419,548
|
|
|
$
|
540,270
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation expense
|
179,922
|
|
|
172,006
|
|
||
Amortization of intangibles
|
65,576
|
|
|
60,293
|
|
||
Depreciation
|
63,152
|
|
|
56,987
|
|
||
Bad debt expense
|
50,507
|
|
|
35,521
|
|
||
Deferred income taxes
|
(85,040
|
)
|
|
(36,866
|
)
|
||
Unrealized gains on equity securities, net
|
(24,181
|
)
|
|
(126,444
|
)
|
||
Losses (gains) from the sale of investments and businesses, net
|
6,028
|
|
|
(27,240
|
)
|
||
Other adjustments, net
|
29,381
|
|
|
12,677
|
|
||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|||
Accounts receivable
|
(133,492
|
)
|
|
(78,665
|
)
|
||
Other assets
|
11,324
|
|
|
(48,935
|
)
|
||
Accounts payable and other liabilities
|
53,957
|
|
|
57,891
|
|
||
Income taxes payable and receivable
|
(2,951
|
)
|
|
1,971
|
|
||
Deferred revenue
|
55,035
|
|
|
52,234
|
|
||
Net cash provided by operating activities
|
688,766
|
|
|
671,700
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(200,338
|
)
|
|
(17,635
|
)
|
||
Capital expenditures
|
(103,645
|
)
|
|
(60,113
|
)
|
||
Proceeds from maturities of marketable debt securities
|
163,500
|
|
|
125,000
|
|
||
Purchases of marketable debt securities
|
(39,740
|
)
|
|
(326,906
|
)
|
||
Net proceeds from the sale of businesses and investments
|
24,757
|
|
|
28,630
|
|
||
Purchases of investments
|
(250,095
|
)
|
|
(32,180
|
)
|
||
Other, net
|
(1,733
|
)
|
|
9,646
|
|
||
Net cash used in investing activities
|
(407,294
|
)
|
|
(273,558
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of IAC debt
|
1,150,000
|
|
|
—
|
|
||
Repurchases of IAC debt
|
(35,035
|
)
|
|
(363
|
)
|
||
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
|
(10,313
|
)
|
|
(10,313
|
)
|
||
Debt issuance costs
|
(27,815
|
)
|
|
(532
|
)
|
||
Purchase of IAC treasury stock
|
—
|
|
|
(82,891
|
)
|
||
Purchase of Match Group and ANGI Homeservices treasury stock
|
(209,715
|
)
|
|
(86,239
|
)
|
||
Proceeds from the exercise of IAC stock options
|
10,225
|
|
|
38,903
|
|
||
Proceeds from the exercise of ANGI Homeservices stock options
|
573
|
|
|
2,876
|
|
||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(88,269
|
)
|
|
(3,011
|
)
|
||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
(197,222
|
)
|
|
(208,962
|
)
|
||
Purchase of noncontrolling interests
|
(6,192
|
)
|
|
(4,798
|
)
|
||
Other, net
|
(3,799
|
)
|
|
(4,526
|
)
|
||
Net cash provided by (used in) financing activities
|
535,530
|
|
|
(359,856
|
)
|
||
Total cash provided
|
817,002
|
|
|
38,286
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(2,534
|
)
|
|
(207
|
)
|
||
Net increase in cash, cash equivalents, and restricted cash
|
814,468
|
|
|
38,079
|
|
||
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
|
$
|
2,948,153
|
|
|
$
|
1,671,761
|
|
•
|
Match Group were 80.8%, and 97.5%, respectively. All references to "Match Group" or "MTCH" in this report are to Match Group, Inc.
|
•
|
ANGI Homeservices were 83.7%, and 98.1%, respectively. All reference to "ANGI Homeservices" or "ANGI" in this report are to ANGI Homeservices Inc.
|
Leases
|
|
Balance Sheet Classification
|
|
September 30, 2019
|
||
|
|
|
|
(In thousands)
|
||
Assets:
|
|
|
|
|
||
Right-of-use assets
|
|
Right-of-use assets
|
|
$
|
177,797
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
33,029
|
|
|
Long-term lease liabilities
|
|
Other long-term liabilities
|
|
198,962
|
|
|
Total lease liabilities
|
|
|
|
$
|
231,991
|
|
Lease Cost
|
|
Income Statement Classification
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
|
|
|
|
(In thousands)
|
||||||
Fixed lease cost
|
|
Cost of revenue
|
|
$
|
975
|
|
|
$
|
3,181
|
|
Fixed lease cost
|
|
Selling and marketing expense
|
|
2,836
|
|
|
7,747
|
|
||
Fixed lease cost
|
|
General and administrative expense
|
|
7,424
|
|
|
24,014
|
|
||
Fixed lease cost
|
|
Product development expense
|
|
450
|
|
|
1,050
|
|
||
Total fixed lease cost (a)
|
|
|
|
11,685
|
|
|
35,992
|
|
||
Variable lease cost
|
|
Cost of revenue
|
|
90
|
|
|
354
|
|
||
Variable lease cost
|
|
Selling and marketing expense
|
|
337
|
|
|
1,007
|
|
||
Variable lease cost
|
|
General and administrative expense
|
|
1,799
|
|
|
5,487
|
|
||
Variable lease cost
|
|
Product development expense
|
|
74
|
|
|
173
|
|
||
Total variable lease cost
|
|
|
|
2,300
|
|
|
7,021
|
|
||
Net lease cost
|
|
|
|
$
|
13,985
|
|
|
$
|
43,013
|
|
Remainder of 2019
|
|
$
|
9,565
|
|
2020
|
|
46,199
|
|
|
2021
|
|
40,761
|
|
|
2022
|
|
33,659
|
|
|
2023
|
|
28,836
|
|
|
After 2023
|
|
249,912
|
|
|
Total
|
|
408,932
|
|
|
Less: Interest
|
|
176,941
|
|
|
Present value of lease liabilities
|
|
$
|
231,991
|
|
(b)
|
Lease payments exclude $6.0 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
|
(In thousands)
|
||||||
Other Information:
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease liabilities
|
$
|
6,699
|
|
|
$
|
59,857
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
10,719
|
|
|
$
|
34,433
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Marketable equity securities
|
$
|
157,174
|
|
|
$
|
419
|
|
Available-for-sale marketable debt securities
|
—
|
|
|
123,246
|
|
||
Total marketable securities
|
$
|
157,174
|
|
|
$
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Proceeds from maturities of available-for-sale marketable debt securities
|
$
|
—
|
|
|
$
|
115,000
|
|
|
$
|
163,500
|
|
|
$
|
125,000
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Upward adjustments (gross unrealized gains)
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
128,786
|
|
Downward adjustments including impairment (gross unrealized losses)
|
(543
|
)
|
|
—
|
|
|
(1,193
|
)
|
|
(2,588
|
)
|
||||
Total
|
$
|
(490
|
)
|
|
$
|
—
|
|
|
$
|
(1,140
|
)
|
|
$
|
126,198
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Realized (losses) gains, net, for equity securities sold
|
$
|
(8
|
)
|
|
$
|
702
|
|
|
$
|
2,136
|
|
|
$
|
27,874
|
|
Unrealized (losses) gains, net, on equity securities held
|
(5,066
|
)
|
|
(115
|
)
|
|
24,181
|
|
|
126,444
|
|
||||
Total (losses) gains recognized, net, in other income, net
|
$
|
(5,074
|
)
|
|
$
|
587
|
|
|
$
|
26,317
|
|
|
$
|
154,318
|
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
|
|
September 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
|
$
|
818,158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
818,158
|
|
Treasury discount notes
|
—
|
|
|
1,349,257
|
|
|
—
|
|
|
1,349,257
|
|
||||
Time deposits
|
—
|
|
|
145,035
|
|
|
—
|
|
|
145,035
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Marketable equity security
|
157,174
|
|
|
—
|
|
|
—
|
|
|
157,174
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Warrant
|
—
|
|
|
—
|
|
|
8,929
|
|
|
8,929
|
|
||||
Total
|
$
|
975,332
|
|
|
$
|
1,494,292
|
|
|
$
|
8,929
|
|
|
$
|
2,478,553
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13,664
|
)
|
|
$
|
(13,664
|
)
|
|
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
|
)
|
|
Three Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
Warrant
|
|
Contingent
Consideration Arrangements |
|
Contingent
Consideration Arrangements |
||||||
|
(In thousands)
|
||||||||||
Balance at July 1
|
$
|
—
|
|
|
$
|
(29,803
|
)
|
|
$
|
(1,910
|
)
|
Total net (losses) gains:
|
|
|
|
|
|
||||||
Included in earnings:
|
|
|
|
|
|
||||||
Fair value adjustments
|
(8,689
|
)
|
|
16,139
|
|
|
(55
|
)
|
|||
Included in other comprehensive loss
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
Fair value date of acquisition
|
17,618
|
|
|
—
|
|
|
—
|
|
|||
Balance at September 30
|
$
|
8,929
|
|
|
$
|
(13,664
|
)
|
|
$
|
(1,980
|
)
|
|
Nine Months Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
Warrant
|
|
Contingent
Consideration Arrangements |
|
Contingent
Consideration Arrangements |
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
—
|
|
|
$
|
(28,631
|
)
|
|
$
|
(2,647
|
)
|
Total net (losses) gains:
|
|
|
|
|
|
||||||
Included in earnings:
|
|
|
|
|
|
||||||
Fair value adjustments
|
(8,689
|
)
|
|
12,993
|
|
|
(265
|
)
|
|||
Included in other comprehensive loss
|
—
|
|
|
(14
|
)
|
|
(16
|
)
|
|||
Fair value at date of acquisition
|
17,618
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
1,988
|
|
|
948
|
|
|||
Balance at September 30
|
$
|
8,929
|
|
|
$
|
(13,664
|
)
|
|
$
|
(1,980
|
)
|
|
September 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)
|
(3,111,882
|
)
|
|
(3,934,574
|
)
|
|
(2,245,548
|
)
|
|
(2,460,204
|
)
|
(a)
|
At September 30, 2019 and December 31, 2018, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $417.8 million and $88.9 million, respectively.
|
|
September 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
|
350,000
|
|
|
—
|
|
||
Total MTCH long-term debt
|
1,625,000
|
|
|
1,535,000
|
|
||
Less: unamortized original issue discount
|
6,586
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
15,786
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
1,602,628
|
|
|
1,515,911
|
|
||
|
|
|
|
||||
ANGI Debt:
|
|
|
|
||||
ANGI Term Loan due November 5, 2023
|
250,938
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
1,942
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
235,246
|
|
|
244,971
|
|
||
|
|
|
|
||||
IAC Debt:
|
|
|
|
||||
0.875% Exchangeable Senior Notes due October 1, 2022 (the "2022 Exchangeable Notes"); interest payable each April 1 and October 1
|
517,500
|
|
|
517,500
|
|
||
0.875% Exchangeable Senior Notes due June 15, 2026 (the "2026 Exchangeable Notes"); 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 "2030 Exchangeable Notes"); interest payable each January 15 and July 15; commencing on January 15, 2020
|
575,000
|
|
|
—
|
|
||
4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15
|
—
|
|
|
34,489
|
|
||
Total IAC long-term debt
|
1,667,500
|
|
|
551,989
|
|
||
Less: unamortized original issue discount
|
362,390
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
31,102
|
|
|
13,298
|
|
||
Total IAC debt, net
|
1,274,008
|
|
|
484,666
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
3,111,882
|
|
|
$
|
2,245,548
|
|
|
|
Number of shares of the Company's Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable*
|
|
Approximate Equivalent Exchange Price per Share*
|
|
Exchangeable Date
|
||
2022 Exchangeable Notes
|
|
6.5713
|
|
$
|
152.18
|
|
|
July 1, 2022
|
2026 Exchangeable Notes
|
|
3.3028
|
|
$
|
302.77
|
|
|
March 15, 2026
|
2030 Exchangeable Notes
|
|
3.4323
|
|
$
|
291.35
|
|
|
October 15, 2029
|
|
|
2022 Exchangeable Notes
|
|
2026 Exchangeable Notes
|
|
2030 Exchangeable Notes
|
||||||
September 30, 2019
|
|
|
|
|
|
|
||||||
Liability component:
|
|
|
|
|
|
|
||||||
Principal
|
|
$
|
517,500
|
|
|
$
|
575,000
|
|
|
$
|
575,000
|
|
Less: unamortized original issue discount
|
|
44,259
|
|
|
133,188
|
|
|
184,943
|
|
|||
Net carrying value of the liability component
|
|
$
|
473,241
|
|
|
$
|
441,812
|
|
|
$
|
390,057
|
|
|
|
|
|
|
|
|
||||||
Equity component
|
|
$
|
70,363
|
|
|
$
|
138,796
|
|
|
$
|
189,213
|
|
|
|
|
|
|
|
|
||||||
|
|
2022 Exchangeable Notes
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
|
|
|
||||||
Liability component:
|
|
|
|
|
|
|
||||||
Principal
|
|
$
|
517,500
|
|
|
|
|
|
||||
Less: unamortized original issue discount
|
|
54,025
|
|
|
|
|
|
|||||
Net carrying value of the liability component
|
|
$
|
463,475
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Equity component
|
|
$
|
70,363
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
||||||||||
|
|
2022 Exchangeable Notes
|
|
2026 Exchangeable Notes
|
|
2030 Exchangeable Notes
|
||||||
Contractual interest expense
|
|
$
|
1,132
|
|
|
$
|
1,258
|
|
|
$
|
2,875
|
|
Amortization of original issue discount
|
|
3,006
|
|
|
4,109
|
|
|
3,124
|
|
|||
Amortization of debt issuance costs
|
|
375
|
|
|
294
|
|
|
148
|
|
|||
Total interest expense recognized
|
|
$
|
4,513
|
|
|
$
|
5,661
|
|
|
$
|
6,147
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||
|
|
2022 Exchangeable Notes
|
|
2026 Exchangeable Notes
|
|
2030 Exchangeable Notes
|
||||||
Contractual interest expense
|
|
$
|
3,396
|
|
|
$
|
1,705
|
|
|
$
|
3,897
|
|
Amortization of original issue discount
|
|
9,765
|
|
|
5,608
|
|
|
4,270
|
|
|||
Amortization of debt issuance costs
|
|
2,117
|
|
|
425
|
|
|
233
|
|
|||
Total interest expense recognized
|
|
$
|
15,278
|
|
|
$
|
7,738
|
|
|
$
|
8,400
|
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||
|
|
2022 Exchangeable Notes
|
||||||
Contractual interest expense
|
|
$
|
1,138
|
|
|
$
|
3,396
|
|
Amortization of original issue discount
|
|
3,299
|
|
|
9,802
|
|
||
Amortization of debt issuance costs
|
|
865
|
|
|
2,619
|
|
||
Total interest expense recognized
|
|
$
|
5,302
|
|
|
$
|
15,817
|
|
|
|
Number of Shares*
|
|
Approximate Equivalent Exchange Price per Share*
|
|||
2022 Exchangeable Notes Hedge
|
|
3.4
|
|
|
$
|
152.18
|
|
2026 Exchangeable Notes Hedge
|
|
1.9
|
|
|
$
|
302.77
|
|
2030 Exchangeable Notes Hedge
|
|
2.0
|
|
|
$
|
291.35
|
|
|
|
Number of Shares*
|
|
Strike Price per Share*
|
|||
2022 Exchangeable Notes Warrants
|
|
3.4
|
|
|
$
|
229.70
|
|
2026 Exchangeable Notes Warrants
|
|
1.9
|
|
|
$
|
457.02
|
|
2030 Exchangeable Notes Warrants
|
|
2.0
|
|
|
$
|
457.02
|
|
Remainder of 2019
|
$
|
3,438
|
|
2020
|
13,750
|
|
|
2021
|
13,750
|
|
|
2022
|
970,000
|
|
|
2023
|
192,500
|
|
|
After 2023
|
2,350,000
|
|
|
Total
|
3,543,438
|
|
|
Less: current portion of long-term debt
|
13,750
|
|
|
Less: unamortized original issue discount
|
368,976
|
|
|
Less: unamortized debt issuance costs
|
48,830
|
|
|
Total long-term debt, net
|
$
|
3,111,882
|
|
|
Three Months Ended September 30, 2019
|
||||||
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive Loss
|
||||
|
(In thousands)
|
||||||
Balance as of July 1
|
$
|
(125,705
|
)
|
|
$
|
(125,705
|
)
|
Other comprehensive loss
|
(18,389
|
)
|
|
(18,389
|
)
|
||
Net current period other comprehensive loss
|
(18,389
|
)
|
|
(18,389
|
)
|
||
Allocation of accumulated other comprehensive loss related to the noncontrolling interests
|
(510
|
)
|
|
(510
|
)
|
||
Balance as of September 30
|
$
|
(144,604
|
)
|
|
$
|
(144,604
|
)
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of July 1
|
$
|
(112,730
|
)
|
|
$
|
13
|
|
|
$
|
(112,717
|
)
|
Other comprehensive loss
|
(502
|
)
|
|
(27
|
)
|
|
(529
|
)
|
|||
Net current period other comprehensive loss
|
(502
|
)
|
|
(27
|
)
|
|
(529
|
)
|
|||
Allocation of accumulated other comprehensive income related to the noncontrolling interests
|
391
|
|
|
—
|
|
|
391
|
|
|||
Balance as of September 30
|
$
|
(112,841
|
)
|
|
$
|
(14
|
)
|
|
$
|
(112,855
|
)
|
|
Nine Months Ended September 30, 2019
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) 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 loss
|
(16,299
|
)
|
|
(4
|
)
|
|
(16,303
|
)
|
|||
Net current period other comprehensive loss
|
(16,299
|
)
|
|
(4
|
)
|
|
(16,303
|
)
|
|||
Allocation of accumulated other comprehensive income related to the noncontrolling interests
|
421
|
|
|
—
|
|
|
421
|
|
|||
Balance as of September 30
|
$
|
(144,604
|
)
|
|
$
|
—
|
|
|
$
|
(144,604
|
)
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Losses On Available-For-Sale Debt Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance as of January 1
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
Other comprehensive loss before reclassifications
|
(9,550
|
)
|
|
(14
|
)
|
|
(9,564
|
)
|
|||
Amounts reclassified to earnings
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net current period other comprehensive loss
|
(9,602
|
)
|
|
(14
|
)
|
|
(9,616
|
)
|
|||
Allocation of accumulated other comprehensive income related to the noncontrolling interests
|
329
|
|
|
—
|
|
|
329
|
|
|||
Balance as of September 30
|
$
|
(112,841
|
)
|
|
$
|
(14
|
)
|
|
$
|
(112,855
|
)
|
|
Three Months Ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
159,772
|
|
|
$
|
159,772
|
|
|
$
|
171,577
|
|
|
$
|
171,577
|
|
Net earnings attributable to noncontrolling interests
|
(31,228
|
)
|
|
(31,228
|
)
|
|
(25,803
|
)
|
|
(25,803
|
)
|
||||
Impact from publicly-traded subsidiaries' dilutive securities (a)
|
—
|
|
|
(7,342
|
)
|
|
—
|
|
|
(8,336
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
128,544
|
|
|
$
|
121,202
|
|
|
$
|
145,774
|
|
|
$
|
137,438
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
84,393
|
|
|
84,393
|
|
|
83,433
|
|
|
83,433
|
|
||||
Dilutive securities(a) (b) (c) (d)
|
—
|
|
|
5,095
|
|
|
—
|
|
|
8,542
|
|
||||
Denominator for earnings per share—weighted average shares (a) (b) (c) (d)
|
84,393
|
|
|
89,488
|
|
|
83,433
|
|
|
91,975
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||
Earnings per share
|
$
|
1.52
|
|
|
$
|
1.35
|
|
|
$
|
1.75
|
|
|
$
|
1.49
|
|
(a)
|
IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three and nine months ended September 30, 2019 and for the three months ended September 30, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the nine months ended September 30, 2018, it is more dilutive for IAC to settle certain MTCH and ANGI equity awards.
|
(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 the three and nine months ended September 30, 2019, 7.7 million and 11.2 million, respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended
|
(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 nine months ended September 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 nine months ended September 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 2022 Exchangeable Notes, the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, respectively. The average price of IAC common stock was $238.90 and $223.32 for the three and nine months ended September 30, 2019, respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 1.2 million and 1.1 million shares, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
541,493
|
|
|
$
|
443,943
|
|
|
$
|
1,504,091
|
|
|
$
|
1,272,506
|
|
ANGI Homeservices
|
357,358
|
|
|
303,116
|
|
|
1,004,697
|
|
|
853,249
|
|
||||
Vimeo
|
52,145
|
|
|
40,304
|
|
|
141,439
|
|
|
115,432
|
|
||||
Dotdash
|
40,285
|
|
|
30,053
|
|
|
111,974
|
|
|
90,841
|
|
||||
Applications
|
126,071
|
|
|
153,973
|
|
|
402,557
|
|
|
429,034
|
|
||||
Emerging & Other
|
129,581
|
|
|
133,345
|
|
|
374,871
|
|
|
398,026
|
|
||||
Inter-segment eliminations
|
(59
|
)
|
|
(142
|
)
|
|
(254
|
)
|
|
(299
|
)
|
||||
Total
|
$
|
1,246,874
|
|
|
$
|
1,104,592
|
|
|
$
|
3,539,375
|
|
|
$
|
3,158,789
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Match Group
|
|
|
|
|
|
|
|
||||||||
Direct revenue:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
268,863
|
|
|
$
|
233,643
|
|
|
$
|
758,135
|
|
|
$
|
667,163
|
|
International
|
262,086
|
|
|
197,902
|
|
|
714,076
|
|
|
564,846
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Total Direct revenue
|
530,949
|
|
|
431,545
|
|
|
1,472,211
|
|
|
1,232,009
|
|
||||
Indirect revenue (principally advertising revenue)
|
10,544
|
|
|
12,398
|
|
|
31,880
|
|
|
40,497
|
|
||||
Total Match Group revenue
|
$
|
541,493
|
|
|
$
|
443,943
|
|
|
$
|
1,504,091
|
|
|
$
|
1,272,506
|
|
|
|
|
|
|
|
|
|
||||||||
ANGI Homeservices
|
|
|
|
|
|
|
|
||||||||
Marketplace:
|
|
|
|
|
|
|
|
||||||||
Consumer connection revenue
|
$
|
252,552
|
|
|
$
|
195,065
|
|
|
$
|
695,370
|
|
|
$
|
531,297
|
|
Membership subscription revenue
|
16,237
|
|
|
17,034
|
|
|
49,239
|
|
|
49,226
|
|
||||
Other revenue
|
1,727
|
|
|
950
|
|
|
5,360
|
|
|
2,869
|
|
||||
Total Marketplace revenue
|
270,516
|
|
|
213,049
|
|
|
749,969
|
|
|
583,392
|
|
||||
Advertising and other revenue
|
68,628
|
|
|
73,545
|
|
|
195,569
|
|
|
216,733
|
|
||||
Total North America revenue
|
339,144
|
|
|
286,594
|
|
|
945,538
|
|
|
800,125
|
|
||||
Consumer connection revenue
|
14,125
|
|
|
12,022
|
|
|
46,480
|
|
|
38,885
|
|
||||
Membership subscription revenue
|
3,465
|
|
|
4,217
|
|
|
10,820
|
|
|
13,405
|
|
||||
Advertising and other revenue
|
624
|
|
|
283
|
|
|
1,859
|
|
|
834
|
|
||||
Total Europe revenue
|
18,214
|
|
|
16,522
|
|
|
59,159
|
|
|
53,124
|
|
||||
Total ANGI Homeservices revenue
|
$
|
357,358
|
|
|
$
|
303,116
|
|
|
$
|
1,004,697
|
|
|
$
|
853,249
|
|
|
|
|
|
|
|
|
|
||||||||
Vimeo
|
|
|
|
|
|
|
|
||||||||
Platform revenue
|
$
|
52,145
|
|
|
$
|
37,245
|
|
|
$
|
139,160
|
|
|
$
|
106,470
|
|
Hardware revenue
|
—
|
|
|
3,059
|
|
|
2,279
|
|
|
8,962
|
|
||||
Total Vimeo revenue
|
$
|
52,145
|
|
|
$
|
40,304
|
|
|
$
|
141,439
|
|
|
$
|
115,432
|
|
|
|
|
|
|
|
|
|
||||||||
Dotdash
|
|
|
|
|
|
|
|
||||||||
Advertising revenue
|
$
|
29,158
|
|
|
$
|
23,949
|
|
|
$
|
84,171
|
|
|
$
|
71,714
|
|
Affiliate commerce commission and other revenue
|
11,127
|
|
|
6,104
|
|
|
27,803
|
|
|
19,127
|
|
||||
Total Dotdash revenue
|
$
|
40,285
|
|
|
$
|
30,053
|
|
|
$
|
111,974
|
|
|
$
|
90,841
|
|
|
|
|
|
|
|
|
|
||||||||
Applications
|
|
|
|
|
|
|
|
||||||||
Desktop:
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
68,076
|
|
|
$
|
110,855
|
|
|
$
|
234,211
|
|
|
$
|
326,982
|
|
Other advertising revenue
|
3,179
|
|
|
3,416
|
|
|
9,373
|
|
|
7,223
|
|
||||
Total advertising revenue
|
71,255
|
|
|
114,271
|
|
|
243,584
|
|
|
334,205
|
|
||||
Subscription and other revenue
|
3,613
|
|
|
4,271
|
|
|
12,109
|
|
|
16,355
|
|
||||
Total Desktop revenue
|
74,868
|
|
|
118,542
|
|
|
255,693
|
|
|
350,560
|
|
||||
Mosaic Group:
|
|
|
|
|
|
|
|
||||||||
Subscription and other revenue
|
49,079
|
|
|
31,157
|
|
|
139,907
|
|
|
63,687
|
|
||||
Advertising revenue
|
2,124
|
|
|
4,274
|
|
|
6,957
|
|
|
14,787
|
|
||||
Total Mosaic Group revenue
|
51,203
|
|
|
35,431
|
|
|
146,864
|
|
|
78,474
|
|
||||
Total Applications revenue
|
$
|
126,071
|
|
|
$
|
153,973
|
|
|
$
|
402,557
|
|
|
$
|
429,034
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging & Other
|
|
|
|
|
|
|
|
||||||||
Advertising revenue:
|
|
|
|
|
|
|
|
||||||||
Google advertising revenue
|
$
|
101,609
|
|
|
$
|
84,955
|
|
|
$
|
303,207
|
|
|
$
|
266,061
|
|
Other advertising revenue
|
11,955
|
|
|
20,918
|
|
|
27,231
|
|
|
50,986
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Total advertising revenue
|
113,564
|
|
|
105,873
|
|
|
330,438
|
|
|
317,047
|
|
||||
Other revenue
|
16,017
|
|
|
27,472
|
|
|
44,433
|
|
|
80,979
|
|
||||
Total Emerging & Other revenue
|
$
|
129,581
|
|
|
$
|
133,345
|
|
|
$
|
374,871
|
|
|
$
|
398,026
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
807,188
|
|
|
$
|
738,599
|
|
|
$
|
2,293,664
|
|
|
$
|
2,104,750
|
|
All other countries
|
439,686
|
|
|
365,993
|
|
|
1,245,711
|
|
|
1,054,039
|
|
||||
Total
|
$
|
1,246,874
|
|
|
$
|
1,104,592
|
|
|
$
|
3,539,375
|
|
|
$
|
3,158,789
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
336,055
|
|
|
$
|
289,756
|
|
All other countries
|
25,609
|
|
|
29,044
|
|
||
Total
|
$
|
361,664
|
|
|
$
|
318,800
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
176,604
|
|
|
$
|
139,895
|
|
|
$
|
468,330
|
|
|
$
|
402,293
|
|
ANGI Homeservices
|
24,726
|
|
|
33,515
|
|
|
32,488
|
|
|
46,021
|
|
||||
Vimeo
|
(11,155
|
)
|
|
(6,161
|
)
|
|
(40,555
|
)
|
|
(25,502
|
)
|
||||
Dotdash
|
3,695
|
|
|
2,416
|
|
|
13,752
|
|
|
6,946
|
|
||||
Applications
|
39,099
|
|
|
33,041
|
|
|
85,422
|
|
|
91,579
|
|
||||
Emerging & Other
|
(1,821
|
)
|
|
10,893
|
|
|
(6,130
|
)
|
|
23,465
|
|
||||
Corporate
|
(45,296
|
)
|
|
(40,767
|
)
|
|
(133,272
|
)
|
|
(113,583
|
)
|
||||
Total
|
$
|
185,852
|
|
|
$
|
172,832
|
|
|
$
|
420,035
|
|
|
$
|
431,219
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA (a):
|
|
|
|
|
|
|
|
||||||||
Match Group
|
$
|
206,131
|
|
|
$
|
165,039
|
|
|
$
|
564,720
|
|
|
$
|
478,341
|
|
ANGI Homeservices
|
$
|
58,923
|
|
|
$
|
77,700
|
|
|
$
|
147,534
|
|
|
$
|
181,319
|
|
Vimeo
|
$
|
(7,997
|
)
|
|
$
|
(4,229
|
)
|
|
$
|
(33,661
|
)
|
|
$
|
(19,644
|
)
|
Dotdash
|
$
|
7,026
|
|
|
$
|
3,071
|
|
|
$
|
22,551
|
|
|
$
|
8,914
|
|
Applications
|
$
|
25,433
|
|
|
$
|
34,989
|
|
|
$
|
80,440
|
|
|
$
|
97,145
|
|
Emerging & Other
|
$
|
(1,529
|
)
|
|
$
|
12,235
|
|
|
$
|
(5,141
|
)
|
|
$
|
28,733
|
|
Corporate
|
$
|
(21,945
|
)
|
|
$
|
(21,478
|
)
|
|
$
|
(60,751
|
)
|
|
$
|
(54,038
|
)
|
(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 September 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
|
$
|
176,604
|
|
|
$
|
20,805
|
|
|
$
|
8,081
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
206,131
|
|
ANGI Homeservices
|
24,726
|
|
|
$
|
8,784
|
|
|
$
|
11,244
|
|
|
$
|
14,169
|
|
|
$
|
—
|
|
|
$
|
58,923
|
|
|
Vimeo
|
(11,155
|
)
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
3,119
|
|
|
$
|
—
|
|
|
$
|
(7,997
|
)
|
|
Dotdash
|
3,695
|
|
|
$
|
—
|
|
|
$
|
216
|
|
|
$
|
3,115
|
|
|
$
|
—
|
|
|
$
|
7,026
|
|
|
Applications
|
39,099
|
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
2,142
|
|
|
$
|
(16,139
|
)
|
|
$
|
25,433
|
|
|
Emerging & Other
|
(1,821
|
)
|
|
$
|
—
|
|
|
$
|
292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,529
|
)
|
|
Corporate
|
(45,296
|
)
|
|
$
|
20,464
|
|
|
$
|
2,887
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,945
|
)
|
|
Operating income
|
185,852
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(42,132
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
1,229
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
144,949
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
14,823
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
159,772
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(31,228
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
128,544
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
139,895
|
|
|
$
|
16,141
|
|
|
$
|
8,513
|
|
|
$
|
435
|
|
|
$
|
55
|
|
|
$
|
165,039
|
|
ANGI Homeservices
|
33,515
|
|
|
$
|
22,474
|
|
|
$
|
6,100
|
|
|
$
|
15,611
|
|
|
$
|
—
|
|
|
$
|
77,700
|
|
|
Vimeo
|
(6,161
|
)
|
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
1,641
|
|
|
$
|
—
|
|
|
$
|
(4,229
|
)
|
|
Dotdash
|
2,416
|
|
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
3,071
|
|
|
Applications
|
33,041
|
|
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
1,331
|
|
|
$
|
—
|
|
|
$
|
34,989
|
|
|
Emerging & Other
|
10,893
|
|
|
$
|
323
|
|
|
$
|
294
|
|
|
$
|
725
|
|
|
$
|
—
|
|
|
$
|
12,235
|
|
|
Corporate
|
(40,767
|
)
|
|
$
|
16,425
|
|
|
$
|
2,864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,478
|
)
|
|
Operating income
|
172,832
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(27,610
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
8,113
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
153,335
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
18,242
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
171,577
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(25,803
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
145,774
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 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
|
$
|
468,330
|
|
|
$
|
70,817
|
|
|
$
|
24,109
|
|
|
$
|
1,464
|
|
|
$
|
—
|
|
|
$
|
564,720
|
|
ANGI Homeservices
|
32,488
|
|
|
$
|
45,586
|
|
|
$
|
27,039
|
|
|
$
|
42,421
|
|
|
$
|
—
|
|
|
$
|
147,534
|
|
|
Vimeo
|
(40,555
|
)
|
|
$
|
—
|
|
|
$
|
364
|
|
|
$
|
6,530
|
|
|
$
|
—
|
|
|
$
|
(33,661
|
)
|
|
Dotdash
|
13,752
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
8,139
|
|
|
$
|
—
|
|
|
$
|
22,551
|
|
|
Applications
|
85,422
|
|
|
$
|
—
|
|
|
$
|
1,139
|
|
|
$
|
6,872
|
|
|
$
|
(12,993
|
)
|
|
$
|
80,440
|
|
|
Emerging & Other
|
(6,130
|
)
|
|
$
|
—
|
|
|
$
|
839
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
(5,141
|
)
|
|
Corporate
|
(133,272
|
)
|
|
$
|
63,519
|
|
|
$
|
9,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(60,751
|
)
|
|
Operating income
|
420,035
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(110,481
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
47,852
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
357,406
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
62,142
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
419,548
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(88,842
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
330,706
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted
EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
402,293
|
|
|
$
|
49,810
|
|
|
$
|
25,059
|
|
|
$
|
914
|
|
|
$
|
265
|
|
|
$
|
478,341
|
|
ANGI Homeservices
|
46,021
|
|
|
$
|
69,433
|
|
|
$
|
18,170
|
|
|
$
|
47,695
|
|
|
$
|
—
|
|
|
$
|
181,319
|
|
|
Vimeo
|
(25,502
|
)
|
|
$
|
—
|
|
|
$
|
947
|
|
|
$
|
4,911
|
|
|
$
|
—
|
|
|
$
|
(19,644
|
)
|
|
Dotdash
|
6,946
|
|
|
$
|
—
|
|
|
$
|
741
|
|
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
8,914
|
|
|
Applications
|
91,579
|
|
|
$
|
—
|
|
|
$
|
2,145
|
|
|
$
|
3,421
|
|
|
$
|
—
|
|
|
$
|
97,145
|
|
|
Emerging & Other
|
23,465
|
|
|
$
|
1,747
|
|
|
$
|
1,396
|
|
|
$
|
2,125
|
|
|
$
|
—
|
|
|
$
|
28,733
|
|
|
Corporate
|
(113,583
|
)
|
|
$
|
51,016
|
|
|
$
|
8,529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54,038
|
)
|
|
Operating income
|
431,219
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(81,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
174,635
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
524,383
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
15,887
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
540,270
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(105,061
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
435,209
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
2,946,180
|
|
|
$
|
2,131,632
|
|
|
$
|
1,670,984
|
|
|
$
|
1,630,809
|
|
Restricted cash included in other current assets
|
1,570
|
|
|
1,633
|
|
|
344
|
|
|
2,873
|
|
||||
Restricted cash included in other non-current assets
|
403
|
|
|
420
|
|
|
433
|
|
|
—
|
|
||||
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
|
$
|
2,948,153
|
|
|
$
|
2,133,685
|
|
|
$
|
1,671,761
|
|
|
$
|
1,633,682
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(In thousands)
|
||||||
Other income, net
|
$1,229
|
|
$8,113
|
|
$47,852
|
|
$174,635
|
•
|
Match Group ("MTCH") - is a leading provider of subscription dating products, with a portfolio of dating brands, including Tinder, Match, PlentyOfFish and OkCupid. At September 30, 2019, IAC’s economic and voting interest in MTCH were 80.8% 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. 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. (the "Combination"). At September 30, 2019, IAC’s economic and voting interest in ANGI were 83.7% and 98.1%, 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: 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, IAC Films and NurseFly, a temporary healthcare staffing platform acquired on June 26, 2019; 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.
|
•
|
Marketplace Revenue - includes revenue from the HomeAdvisor and Handy domestic marketplace, including consumer connection revenue for consumer matches, revenue from completed jobs sourced through the HomeAdvisor and Handy platforms and membership subscription revenue from service professionals. 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 (which includes Fixd Repair, LLC and Fixd Services LLC, a home warranty and service company 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 HomeAdvisor and Handy platforms.
|
•
|
Marketplace Paying Service Professionals ("Marketplace Paying SPs") - are the number of HomeAdvisor and Handy domestic service professionals that paid for consumer matches or completed a job sourced through the HomeAdvisor and Handy platforms in the last month of the period and/or had an active HomeAdvisor membership subscription 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 - included sales of our live streaming accessories. Vimeo sold its hardware business in the first quarter of 2019.
|
•
|
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, a video creation service enabling businesses to create short-form videos 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 stock-based compensation expense) and other employee-related costs for personnel engaged in data center operations and MTCH customer care functions, payments made to workers staffed by Bluecrew, credit card processing fees, production costs related to IAC Films, College Humor Media and, for periods prior to its sale on October 29, 2018, Electus, content costs and expenses associated with the operation of the Company's data centers.
|
•
|
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), rent expense, 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 September 30, 2019 is $425.0 million. The MTCH Term Loan bears interest at LIBOR plus 2.50% and was 4.66% and 5.09% at September 30, 2019 and December 31, 2018, respectively.
|
•
|
MTCH Credit Facility - The MTCH $500 million revolving credit facility expires on December 7, 2023. At September 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
|
•
|
6.375% MTCH Senior Notes - MTCH's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1. The outstanding balance of the 6.375% MTCH Senior Notes as of September 30, 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 September 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. 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 September 30, 2019 is $350.0 million.
|
•
|
ANGI Term Loan - due November 5, 2023. The outstanding balance of the ANGI Term Loan as of September 30, 2019 is $250.9 million. At both September 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 3.53% and approximately 4.00% at September 30, 2019 and December 31, 2018, respectively.
|
•
|
ANGI Credit Facility - The ANGI $250 million revolving credit facility expires on November 5, 2023. At September 30, 2019 and December 31, 2018, there were no outstanding borrowings under the ANGI Credit Facility.
|
•
|
2022 Exchangeable Notes - On October 2, 2017, IAC FinanceCo, Inc., a subsidiary of the Company, issued $517.5 million aggregate principal amount of 0.875% Exchangeable Senior Notes due October 1, 2022, which are exchangeable into shares of the Company's common stock. Interest is payable each April 1 and October 1. The outstanding balance of the 2022 Exchangeable Notes as of September 30, 2019 is $517.5 million.
|
•
|
2026 Exchangeable Notes - During the second quarter of 2019, IAC FinanceCo 2, Inc., a subsidiary of the Company, issued $575.0 million aggregate principal amount of 0.875% Exchangeable Senior Notes due June 15, 2026, which 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 2026 Exchangeable Notes as of September 30, 2019 is $575.0 million.
|
•
|
2030 Exchangeable Notes - During the second quarter of 2019, IAC FinanceCo 3, Inc., a subsidiary of the Company, issued $575.0 million aggregate principal amount of 2.00% Exchangeable Senior Notes due January 15, 2030, which 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 2030 Exchangeable Notes as of September 30, 2019 is $575.0 million.
|
•
|
4.75% Senior Notes - IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15. On August 23, 2019, the Company redeemed all outstanding 4.75% Senior Notes for $34.5 million plus a premium of $0.5 million and accrued interest of $0.3 million.
|
•
|
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 September 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
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Match Group
|
$
|
541,493
|
|
|
$
|
97,550
|
|
|
22
|
%
|
|
$
|
443,943
|
|
|
$
|
1,504,091
|
|
|
$
|
231,585
|
|
|
18
|
%
|
|
$
|
1,272,506
|
|
ANGI Homeservices
|
357,358
|
|
|
54,242
|
|
|
18
|
%
|
|
303,116
|
|
|
1,004,697
|
|
|
151,448
|
|
|
18
|
%
|
|
853,249
|
|
||||||
Vimeo
|
52,145
|
|
|
11,841
|
|
|
29
|
%
|
|
40,304
|
|
|
141,439
|
|
|
26,007
|
|
|
23
|
%
|
|
115,432
|
|
||||||
Dotdash
|
40,285
|
|
|
10,232
|
|
|
34
|
%
|
|
30,053
|
|
|
111,974
|
|
|
21,133
|
|
|
23
|
%
|
|
90,841
|
|
||||||
Applications
|
126,071
|
|
|
(27,902
|
)
|
|
(18
|
)%
|
|
153,973
|
|
|
402,557
|
|
|
(26,477
|
)
|
|
(6
|
)%
|
|
429,034
|
|
||||||
Emerging & Other
|
129,581
|
|
|
(3,764
|
)
|
|
(3
|
)%
|
|
133,345
|
|
|
374,871
|
|
|
(23,155
|
)
|
|
(6
|
)%
|
|
398,026
|
|
||||||
Inter-segment eliminations
|
(59
|
)
|
|
83
|
|
|
58
|
%
|
|
(142
|
)
|
|
(254
|
)
|
|
45
|
|
|
15
|
%
|
|
(299
|
)
|
||||||
Total
|
$
|
1,246,874
|
|
|
$
|
142,282
|
|
|
13
|
%
|
|
$
|
1,104,592
|
|
|
$
|
3,539,375
|
|
|
$
|
380,586
|
|
|
12
|
%
|
|
$
|
3,158,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Match Group
|
$
|
176,604
|
|
|
$
|
36,709
|
|
|
26
|
%
|
|
$
|
139,895
|
|
|
$
|
468,330
|
|
|
$
|
66,037
|
|
|
16
|
%
|
|
$
|
402,293
|
|
ANGI Homeservices
|
24,726
|
|
|
(8,789
|
)
|
|
(26
|
)%
|
|
33,515
|
|
|
32,488
|
|
|
(13,533
|
)
|
|
(29
|
)%
|
|
46,021
|
|
||||||
Vimeo
|
(11,155
|
)
|
|
(4,994
|
)
|
|
(81
|
)%
|
|
(6,161
|
)
|
|
(40,555
|
)
|
|
(15,053
|
)
|
|
(59
|
)%
|
|
(25,502
|
)
|
||||||
Dotdash
|
3,695
|
|
|
1,279
|
|
|
53
|
%
|
|
2,416
|
|
|
13,752
|
|
|
6,806
|
|
|
98
|
%
|
|
6,946
|
|
||||||
Applications
|
39,099
|
|
|
6,058
|
|
|
18
|
%
|
|
33,041
|
|
|
85,422
|
|
|
(6,157
|
)
|
|
(7
|
)%
|
|
91,579
|
|
||||||
Emerging & Other
|
(1,821
|
)
|
|
(12,714
|
)
|
|
NM
|
|
|
10,893
|
|
|
(6,130
|
)
|
|
(29,595
|
)
|
|
NM
|
|
|
23,465
|
|
||||||
Corporate
|
(45,296
|
)
|
|
(4,529
|
)
|
|
(11
|
)%
|
|
(40,767
|
)
|
|
(133,272
|
)
|
|
(19,689
|
)
|
|
(17
|
)%
|
|
(113,583
|
)
|
||||||
Total
|
$
|
185,852
|
|
|
$
|
13,020
|
|
|
8
|
%
|
|
$
|
172,832
|
|
|
$
|
420,035
|
|
|
$
|
(11,184
|
)
|
|
(3
|
)%
|
|
$
|
431,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Match Group
|
$
|
206,131
|
|
|
$
|
41,092
|
|
|
25
|
%
|
|
$
|
165,039
|
|
|
$
|
564,720
|
|
|
$
|
86,379
|
|
|
18
|
%
|
|
$
|
478,341
|
|
ANGI Homeservices
|
58,923
|
|
|
(18,777
|
)
|
|
(24
|
)%
|
|
77,700
|
|
|
147,534
|
|
|
(33,785
|
)
|
|
(19
|
)%
|
|
181,319
|
|
||||||
Vimeo
|
(7,997
|
)
|
|
(3,768
|
)
|
|
(89
|
)%
|
|
(4,229
|
)
|
|
(33,661
|
)
|
|
(14,017
|
)
|
|
(71
|
)%
|
|
(19,644
|
)
|
||||||
Dotdash
|
7,026
|
|
|
3,955
|
|
|
129
|
%
|
|
3,071
|
|
|
22,551
|
|
|
13,637
|
|
|
153
|
%
|
|
8,914
|
|
||||||
Applications
|
25,433
|
|
|
(9,556
|
)
|
|
(27
|
)%
|
|
34,989
|
|
|
80,440
|
|
|
(16,705
|
)
|
|
(17
|
)%
|
|
97,145
|
|
||||||
Emerging & Other
|
(1,529
|
)
|
|
(13,764
|
)
|
|
NM
|
|
|
12,235
|
|
|
(5,141
|
)
|
|
(33,874
|
)
|
|
NM
|
|
|
28,733
|
|
||||||
Corporate
|
(21,945
|
)
|
|
(467
|
)
|
|
(2
|
)%
|
|
(21,478
|
)
|
|
(60,751
|
)
|
|
(6,713
|
)
|
|
(12
|
)%
|
|
(54,038
|
)
|
||||||
Total
|
$
|
266,042
|
|
|
$
|
(1,285
|
)
|
|
—
|
%
|
|
$
|
267,327
|
|
|
$
|
715,692
|
|
|
$
|
(5,078
|
)
|
|
(1
|
)%
|
|
$
|
720,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Revenue increased $142.3 million, or 13%, to $1.2 billion, due to growth from MTCH of $97.6 million and ANGI of $54.2 million, increases of $11.8 million from Vimeo and $10.2 million from Dotdash, partially offset by decreases of $27.9 million from Applications and $3.8 million from Emerging & Other.
|
•
|
Operating income increased $13.0 million, or 8%, to $185.9 million, despite a decrease in Adjusted EBITDA of $1.3 million, described below, due primarily to a change of $16.2 million in acquisition-related contingent consideration fair value adjustments (income of $16.1 million in 2019 compared to expense of $0.1 million in 2018) and a decrease of $5.3 million in stock-based compensation expense, partially offset by increases of $4.2 million in depreciation and $3.0 million in amortization of intangibles. The decrease in stock-based compensation expense was due primarily to a decrease of $8.6 million in modification and acceleration charges related to the Combination ($7.5 million in 2019 compared to $16.0 million in 2018) and the reversal of $7.6 million in cumulative expense related to certain performance-based awards in
|
•
|
Adjusted EBITDA decreased $1.3 million to $266.0 million, despite growth of $41.1 million from MTCH and $4.0 million from Dotdash, due primarily to decreases of $18.8 million from ANGI and $9.6 million from Applications, a loss of $1.5 million in 2019 from Emerging & Other compared to a profit of $12.2 million in 2018, and increased losses of $3.8 million from Vimeo.
|
•
|
Revenue increased $380.6 million, or 12%, to $3.5 billion, due to growth from MTCH of $231.6 million and ANGI of $151.4 million, increases of $26.0 million from Vimeo and $21.1 million from Dotdash, partially offset by a decrease of $26.5 million from Applications and $23.2 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 $11.2 million, or 3%, to $420.0 million, due to a decrease in Adjusted EBITDA of $5.1 million, described below, increases of $7.9 million in stock-based compensation expense, $6.2 million in depreciation and $5.3 million in amortization of intangibles, partially offset by a change of $13.3 million in acquisition-related contingent consideration fair value adjustments (income of $13.0 million in 2019 compared to expense of $0.3 million in 2018). The increase in stock-based compensation expense was due primarily to 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, the issuance of new equity awards since 2018, including those issued in connection with recent acquisitions, and modification charges at MTCH and Corporate, partially offset by a decrease of $26.6 million in modification and acceleration charges related to the Combination ($25.2 million in 2019 compared to $51.9 million in 2018), the reversal of $7.6 million in cumulative expense related to certain performance-based awards in the current period that are no longer expected to vest and a net decrease in a mark-to-market adjustment. The increase in amortization of intangibles was due primarily to recent acquisitions, partially offset by lower expense from the Combination.
|
•
|
Adjusted EBITDA decreased $5.1 million, or 1%, to $715.7 million, despite growth of $86.4 million from MTCH and $13.6 million from Dotdash, due primarily to decreases of $33.8 million from ANGI and $16.7 million from Applications, a loss of $5.1 million in 2019 from Emerging & Other compared to a profit of $28.7 million in 2018, and increased losses of $14.0 million and $6.7 million from Vimeo and Corporate, respectively.
|
Acquisitions:
|
|
Reportable Segment:
|
|
Acquisition Date:
|
Bluecrew - controlling interest
|
|
Emerging & Other
|
|
February 26, 2018
|
Hinge - controlling interest *
|
|
MTCH
|
|
Second quarter of 2018
|
iTranslate
|
|
Applications
|
|
March 15, 2018
|
TelTech
|
|
Applications
|
|
October 22, 2018
|
Handy
|
|
ANGI
|
|
October 19, 2018
|
Fixd Repair
|
|
ANGI
|
|
January 25, 2019
|
Magisto
|
|
Vimeo
|
|
May 28, 2019
|
NurseFly - controlling interest
|
|
Emerging & Other
|
|
June 26, 2019
|
Dispositions:
|
|
Reportable Segment:
|
|
Sale Date:
|
Electus
|
|
Emerging & Other
|
|
October 29, 2018
|
Dictionary.com
|
|
Emerging & Other
|
|
November 13, 2018
|
Felix
|
|
ANGI
|
|
December 31, 2018
|
CityGrid
|
|
Emerging & Other
|
|
December 31, 2018
|
Vimeo's hardware business
|
|
Vimeo
|
|
March 29, 2019
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
541,493
|
|
|
$
|
97,550
|
|
|
22%
|
|
$
|
443,943
|
|
|
$
|
1,504,091
|
|
|
$
|
231,585
|
|
|
18%
|
|
$
|
1,272,506
|
|
ANGI Homeservices
|
357,358
|
|
|
54,242
|
|
|
18%
|
|
303,116
|
|
|
1,004,697
|
|
|
151,448
|
|
|
18%
|
|
853,249
|
|
||||||
Vimeo
|
52,145
|
|
|
11,841
|
|
|
29%
|
|
40,304
|
|
|
141,439
|
|
|
26,007
|
|
|
23%
|
|
115,432
|
|
||||||
Dotdash
|
40,285
|
|
|
10,232
|
|
|
34%
|
|
30,053
|
|
|
111,974
|
|
|
21,133
|
|
|
23%
|
|
90,841
|
|
||||||
Applications
|
126,071
|
|
|
(27,902
|
)
|
|
(18)%
|
|
153,973
|
|
|
402,557
|
|
|
(26,477
|
)
|
|
(6)%
|
|
429,034
|
|
||||||
Emerging & Other
|
129,581
|
|
|
(3,764
|
)
|
|
(3)%
|
|
133,345
|
|
|
374,871
|
|
|
(23,155
|
)
|
|
(6)%
|
|
398,026
|
|
||||||
Inter-segment eliminations
|
(59
|
)
|
|
83
|
|
|
58%
|
|
(142
|
)
|
|
(254
|
)
|
|
45
|
|
|
15%
|
|
(299
|
)
|
||||||
Total
|
$
|
1,246,874
|
|
|
$
|
142,282
|
|
|
13%
|
|
$
|
1,104,592
|
|
|
$
|
3,539,375
|
|
|
$
|
380,586
|
|
|
12%
|
|
$
|
3,158,789
|
|
•
|
MTCH revenue increased 22% to $541.5 million driven by International Direct Revenue growth of $64.2 million, or 32%, and North America Direct Revenue growth of $35.2 million, or 15%. Both International and North America Direct Revenue growth were driven by higher Average Subscribers, up 29% to 4.9 million and 10% to 4.7 million, respectively, due primarily to growth in Subscribers at Tinder and, to a lesser extent, Hinge, with Pairs also contributing to international growth. Total ARPU increased 4% driven by increases of 5% in North America ARPU, due to Tinder, as Subscribers purchased premium subscriptions, and 3% in International ARPU, which was unfavorably impacted by the strengthening of the U.S. dollar relative to the Euro, British Pound ("GBP") and certain other currencies.
|
•
|
ANGI revenue increased 18% to $357.4 million driven by the Marketplace growth of $57.5 million, or 27%, and growth of $1.7 million, or 10%, at the European businesses, partially offset by a decrease of $4.9 million, or 7%, in Advertising & Other Revenue. Advertising & Other Revenue decreased due primarily to the sale of Felix on December 31, 2018, partially offset by the contribution from Fixd Repair, acquired on January 25, 2019. Marketplace Revenue growth was driven by a 19% increase in Marketplace Service Requests to 7.6 million and a 10% increase in Marketplace Paying SPs to 226,000, reflecting, in part, the contribution from Handy. Revenue growth at the European businesses was driven by growth across several countries, partially offset by the unfavorable impact from the strengthening of the U.S. dollar relative to the Euro and GBP.
|
•
|
Vimeo revenue grew 29% to $52.1 million due to Platform Revenue growth of $14.9 million, or 40%, partially offset by the inclusion in 2018 of $3.1 million of Hardware Revenue. The hardware business was sold in the first quarter of 2019. Platform Revenue growth was driven by a 30% increase in Vimeo Ending Subscribers to 1.2 million and a 7% increase in average revenue per subscriber, including the contribution from Magisto.
|
•
|
Dotdash revenue increased 34% to $40.3 million due to 44% higher traffic resulting in strong advertising growth, as well as growth in affiliate commerce commission revenue.
|
•
|
Applications revenue decreased 18% to $126.1 million, despite an increase of $15.8 million, or 45%, at Mosaic Group, due to a decrease of $43.7 million, or 37%, at Desktop. The decrease at Desktop was driven by lower consumer queries and continuing partnership declines. The increase at Mosaic Group was driven primarily by the contribution from TelTech, growth of 14% related to the ongoing transition to subscription products and new products.
|
•
|
Emerging & Other revenue decreased 3% to $129.6 million due primarily to the sales of Electus, Dictionary.com and CityGrid in the fourth quarter of 2018 and lower revenue at IAC Films and College Humor Media, partially offset by higher revenue at Ask Media Group due to growth in paid traffic, primarily in international markets, and at Bluecrew.
|
•
|
MTCH revenue increased 18% to $1.5 billion driven by International Direct Revenue growth of $149.2 million, or 26%, and North America Direct Revenue growth of $91.0 million, or 14%. Both International and North America Direct Revenue growth were due primarily to the factors described above in the three-month discussion.
|
•
|
ANGI revenue increased 18% to $1.0 billion driven by the Marketplace growth of $166.6 million, or 29%, and growth of $6.0 million, or 11%, at the European businesses, partially offset by a decrease of $21.2 million, or 10%, in Advertising & Other Revenue driven primarily by the factors described above in the three-month discussion. Marketplace Service Requests increased 17% to 21.3 million, reflecting, in part, the contribution from Handy.
|
•
|
Vimeo revenue grew 23% to $141.4 million due to Platform Revenue growth of $32.7 million, or 31%, partially offset by lower Hardware Revenue of $6.7 million due to the sale of the hardware business in the first quarter of 2019.
|
•
|
Dotdash revenue increased 23% to $112.0 million due to the factors described above in the three-month discussion.
|
•
|
Applications revenue decreased 6% to $402.6 million, despite an increase of $68.4 million, or 87%, at Mosaic Group, due to a decrease of $94.9 million, or 27%, at Desktop. The decrease at Desktop and the increase at Mosaic Group were driven by the factors described above in the three-month discussion. Mosaic Group revenue was further driven by the acquisition of iTranslate on March 15, 2018 and the transfer of Daily Burn from the Emerging & Other segment effective April 1, 2018.
|
•
|
Emerging & Other revenue decreased 6% to $374.9 million due primarily to the sales of Electus, Dictionary.com and CityGrid in the fourth quarter of 2018 and lower revenue at IAC Films, as well as from the transfer of Daily Burn to Mosaic Group, partially offset by higher revenue at Ask Media Group due to growth in paid traffic, primarily in international markets, and the contribution from Bluecrew.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$296,385
|
|
$59,147
|
|
25%
|
|
$237,238
|
|
$832,845
|
|
$175,421
|
|
27%
|
|
$657,424
|
As a percentage of revenue
|
24%
|
|
|
|
|
|
21%
|
|
24%
|
|
|
|
|
|
21%
|
•
|
The MTCH increase was due primarily to increases of $19.6 million in in-app purchase fees paid to Apple and Google as MTCH's revenue continues to be increasingly sourced through mobile app stores, $7.3 million in hosting fees and $3.8 million in compensation expense related to increased customer care personnel. Many brands in MTCH's portfolio have historically offered subscribers a variety of payment methods to purchase subscriptions and à la carte features. Beginning the second quarter of 2019, Tinder began offering 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.
|
•
|
The Emerging & Other increase was due primarily to an increase of $30.5 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 $3.4 million in payments made to workers staffed by Bluecrew, principally due to higher revenue, partially offset by a decrease of $6.9 million in production costs, driven primarily by the sale of Electus in 2018 and lower revenue from IAC Films, and the sale of CityGrid in 2018.
|
•
|
The Vimeo increase was due primarily to an increase of $2.6 million in hosting fees and the inclusion of expense from Magisto, partially offset by the sale of the hardware business.
|
•
|
The Dotdash increase was due primarily to an increase in content costs.
|
•
|
The MTCH increase was due primarily to increases of $63.9 million in in-app purchase fees paid to Apple and Google, $14.9 million in hosting fees and $7.7 million in compensation expense.
|
•
|
The Emerging & Other increase was due primarily to an increase of $98.7 million in traffic acquisition costs, principally driven by higher revenue at Ask Media Group, and an increase of $17.2 million in payments made to workers staffed by Bluecrew, partially offset by a decrease of $23.7 million in production costs, driven by the sale of Electus in 2018 and lower revenue from IAC Films, the sale of CityGrid in 2018 and the transfer of Daily Burn to Mosaic Group.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Selling and marketing expense
|
$423,881
|
|
$37,079
|
|
10%
|
|
$386,802
|
|
$1,256,843
|
|
$97,549
|
|
8%
|
|
$1,159,294
|
As a percentage of revenue
|
34%
|
|
|
|
|
|
35%
|
|
36%
|
|
|
|
|
|
37%
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $43.7 million and compensation expense of $5.9 million as well as $9.7 million of expense from the inclusion of Handy, acquired on October 19, 2018, and Fixd Repair. The increase in advertising expense was due primarily to increased online marketing and television spend. The efficiency of online marketing spend was negatively impacted by traffic sourced through Google. Service requests from free search engine traffic declined from the prior year, while service requests from paid search engine marketing increased, and were considerably more expensive than the prior year on average. While we expect this trend to continue for the balance of 2019, we expect the year over year increase in average cost of service requests from paid search engine marketing in 2020 to be more modest due, in part, to changes we recently implemented. Compensation expense increased due primarily to growth in the sales force.
|
•
|
The Vimeo increase was due primarily to higher marketing of $3.6 million, due primarily to expense from the inclusion of Magisto, and an increase in compensation expense of $2.8 million, due, in part, to growth in the sales force.
|
•
|
The MTCH increase was due primarily to increases in spending for various marketing campaigns at Tinder, Match, Hinge and Pairs. As a percentage of revenue, selling and marketing expense decreased due primarily to continued revenue growth from brands with lower marketing spend.
|
•
|
The Applications decrease was due primarily to lower online marketing of $22.9 million as we mitigate the negative impact on revenue from Google's Chrome Web Store policy changes as well as recent changes to policies under the Services Agreement.
|
•
|
The Emerging & Other decrease was due primarily to decreases in marketing of $7.9 million at Ask Media Group, driven by a shift in revenue resulting in the payment of traffic acquisition costs, and $2.5 million at IAC Films, and the sale of Electus, partially offset by an increase in compensation expense of $0.7 million at Bluecrew.
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $108.9 million and compensation expense of $17.1 million as well as $23.8 million of expense from the inclusion of Handy and Fixd Repair. The increase in advertising expense was due primarily to increased online marketing and television spend. The efficiency of online marketing spend was negatively impacted by traffic sourced through Google as described above in the three-month discussion. Compensation expense increased due primarily to growth in the sales force
|
•
|
The Vimeo increase was due primarily to increases in marketing of $14.2 million and compensation expense of $6.3 million due primarily to the factors described above in the three-month discussion. The increase in marketing was further impacted by a brand campaign in the first half of 2019.
|
•
|
The MTCH increase was due primarily to increases in spending for various marketing campaigns at Tinder, Hinge and Pairs.
|
•
|
The Emerging & Other decrease was due primarily to decreases in marketing of $42.7 million at Ask Media Group and $5.1 million at IAC Films, the sales of Electus, CityGrid and Dictionary.com, and the transfer of Daily Burn to Mosaic Group, partially offset by increases in compensation expense of $2.2 million at Bluecrew and marketing of $1.8 million at College Humor Media.
|
•
|
The Applications decrease was due primarily to lower online marketing of $49.5 million at Desktop as we mitigate the negative impact on revenue from Google's Chrome Web Store policy changes as well as recent changes to policies under the Services Agreement, partially offset by higher online marketing of $23.0 million at Mosaic Group due primarily to increases at iTranslate and Daily Burn, and expense from the inclusion of TelTech.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
General and administrative expense
|
$207,880
|
|
$16,977
|
|
9%
|
|
$190,903
|
|
$647,010
|
|
$83,560
|
|
15%
|
|
$563,450
|
As a percentage of revenue
|
17%
|
|
|
|
|
|
17%
|
|
18%
|
|
|
|
|
|
18%
|
•
|
The MTCH increase was due primarily to increases of $14.8 million in legal fees, $2.7 million in non-income taxes, primarily related to the recently enacted French digital services tax, which is retroactive to the beginning of 2019, and $1.8 million in compensation expense related to an increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily due to the issuance of new equity awards since the prior year period.
|
•
|
The Corporate increase was due primarily to an increase in stock-based compensation expense due primarily to the issuance of new equity awards since the prior year period and higher professional fees, including $1.0 million in costs related to the Separation.
|
•
|
The Vimeo increase was due primarily to an increase of $1.2 million in compensation expense due primarily to higher headcount and expense from the inclusion of Magisto.
|
•
|
The Applications decrease was due primarily to income of $16.1 million in acquisition-related contingent consideration fair value adjustments, partially offset by an increase of $2.5 million in compensation due primarily to recent acquisitions.
|
•
|
The MTCH increase was due primarily to increases of $27.3 million in legal fees, $12.8 million in compensation expense, including an increase in stock-based compensation expense and headcount, and $4.3 million in non-income taxes. The increase in stock-based compensation expense was due to the factor described above in the three-month discussion and the impact from a modification charge in the second quarter of 2019.
|
•
|
The Corporate increase was due primarily to an increase in stock-based compensation expense and higher professional fees, including $1.0 million in costs related to the Separation. The increase in stock-based compensation expense was due primarily to the factor described above in the three-month discussion and from modification charges in the second quarter of 2019, partially offset by a net decrease in a mark-to-market adjustment.
|
•
|
The ANGI increase was due primarily to $22.7 million of expense from the inclusion of Handy and Fixd Repair, including $6.8 million of stock-based compensation expense related to awards issued in connection with these acquisitions, an increase of $14.4 million in bad debt expense due to higher Marketplace Revenue, and increases of $2.4 million in software license and maintenance costs and $1.6 million in facilities costs, partially offset by a decrease of $24.3 million in compensation expense and the inclusion in 2018 of $3.6 million in integration-related costs in connection with the Combination. The decrease in compensation expense was due primarily to a decrease of $30.0 million in stock-based compensation expense reflecting a decrease of $24.4 million in expense due to the modification and acceleration charges related to the Combination ($20.9 million in 2019 compared to $45.3 million in 2018) and the reversal of $7.3 million in cumulative expense related to certain performance-based awards in the current period that are no longer expected to vest, partially offset by the issuance of new equity awards since 2018.
|
•
|
The Emerging & Other decrease was due primarily to sales of Electus and Dictionary.com in 2018 and the transfer of Daily Burn to Mosaic Group, partially offset by an increase in compensation expense of $2.7 million from Bluecrew. General and administrative expense was further impacted by the inclusion in 2018 of a $4.8 million favorable legal settlement.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Product development expense
|
$86,600
|
|
$8,860
|
|
11%
|
|
$77,740
|
|
$253,914
|
|
$23,792
|
|
10%
|
|
$230,122
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
7%
|
|
7%
|
|
|
|
|
|
7%
|
•
|
The Vimeo increase was due primarily to an increase of $2.3 million in compensation expense due primarily to higher headcount and expense from the inclusion of Magisto.
|
•
|
The MTCH increase was due primarily to an increase of $2.0 million in compensation expense, including an increase of $1.5 million in stock-based compensation expense, due primarily to new equity awards associated with higher headcount at Tinder.
|
•
|
The Dotdash increase was due primarily to an increase of $2.4 million in compensation expense due primarily to higher headcount and an increase in expense for contractors engaged in content development.
|
•
|
The Applications increase was due primarily to expense from the inclusion of TelTech.
|
•
|
The MTCH increase was due primarily to an increase of $13.4 million in compensation expense, including an increase of $8.4 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 $4.6 million in compensation expense due primarily to higher headcount and an increase in expense for contractors engaged in content development.
|
•
|
The Vimeo increase was due primarily to an increase of $3.1 million in compensation expense due primarily to higher headcount and expense from the inclusion of Magisto.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Depreciation
|
$23,090
|
|
$4,165
|
|
22%
|
|
$18,925
|
|
$63,152
|
|
$6,165
|
|
11%
|
|
$56,987
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
2%
|
|
|
|
|
|
2%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
176,604
|
|
|
$
|
36,709
|
|
|
26%
|
|
$
|
139,895
|
|
|
$
|
468,330
|
|
|
$
|
66,037
|
|
|
16%
|
|
$
|
402,293
|
|
ANGI Homeservices
|
24,726
|
|
|
(8,789
|
)
|
|
(26)%
|
|
33,515
|
|
|
32,488
|
|
|
(13,533
|
)
|
|
(29)%
|
|
46,021
|
|
||||||
Vimeo
|
(11,155
|
)
|
|
(4,994
|
)
|
|
(81)%
|
|
(6,161
|
)
|
|
(40,555
|
)
|
|
(15,053
|
)
|
|
(59)%
|
|
(25,502
|
)
|
||||||
Dotdash
|
3,695
|
|
|
1,279
|
|
|
53%
|
|
2,416
|
|
|
13,752
|
|
|
6,806
|
|
|
98%
|
|
6,946
|
|
||||||
Applications
|
39,099
|
|
|
6,058
|
|
|
18%
|
|
33,041
|
|
|
85,422
|
|
|
(6,157
|
)
|
|
(7)%
|
|
91,579
|
|
||||||
Emerging & Other
|
(1,821
|
)
|
|
(12,714
|
)
|
|
NM
|
|
10,893
|
|
|
(6,130
|
)
|
|
(29,595
|
)
|
|
NM
|
|
23,465
|
|
||||||
Corporate
|
(45,296
|
)
|
|
(4,529
|
)
|
|
(11)%
|
|
(40,767
|
)
|
|
(133,272
|
)
|
|
(19,689
|
)
|
|
(17)%
|
|
(113,583
|
)
|
||||||
Total
|
$
|
185,852
|
|
|
$
|
13,020
|
|
|
8%
|
|
$
|
172,832
|
|
|
$
|
420,035
|
|
|
$
|
(11,184
|
)
|
|
(3)%
|
|
$
|
431,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
15%
|
|
|
|
|
|
16%
|
|
12%
|
|
|
|
|
|
14%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
206,131
|
|
|
$
|
41,092
|
|
|
25%
|
|
$
|
165,039
|
|
|
$
|
564,720
|
|
|
$
|
86,379
|
|
|
18%
|
|
$
|
478,341
|
|
ANGI Homeservices
|
58,923
|
|
|
(18,777
|
)
|
|
(24)%
|
|
77,700
|
|
|
147,534
|
|
|
(33,785
|
)
|
|
(19)%
|
|
181,319
|
|
||||||
Vimeo
|
(7,997
|
)
|
|
(3,768
|
)
|
|
(89)%
|
|
(4,229
|
)
|
|
(33,661
|
)
|
|
(14,017
|
)
|
|
(71)%
|
|
(19,644
|
)
|
||||||
Dotdash
|
7,026
|
|
|
3,955
|
|
|
129%
|
|
3,071
|
|
|
22,551
|
|
|
13,637
|
|
|
153%
|
|
8,914
|
|
||||||
Applications
|
25,433
|
|
|
(9,556
|
)
|
|
(27)%
|
|
34,989
|
|
|
80,440
|
|
|
(16,705
|
)
|
|
(17)%
|
|
97,145
|
|
||||||
Emerging & Other
|
(1,529
|
)
|
|
(13,764
|
)
|
|
NM
|
|
12,235
|
|
|
(5,141
|
)
|
|
(33,874
|
)
|
|
NM
|
|
28,733
|
|
||||||
Corporate
|
(21,945
|
)
|
|
(467
|
)
|
|
(2)%
|
|
(21,478
|
)
|
|
(60,751
|
)
|
|
(6,713
|
)
|
|
(12)%
|
|
(54,038
|
)
|
||||||
Total
|
$
|
266,042
|
|
|
$
|
(1,285
|
)
|
|
—%
|
|
$
|
267,327
|
|
|
$
|
715,692
|
|
|
$
|
(5,078
|
)
|
|
(1)%
|
|
$
|
720,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
21%
|
|
|
|
|
|
24%
|
|
20%
|
|
|
|
|
|
23%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Interest expense
|
$42,132
|
|
$14,522
|
|
53%
|
|
$27,610
|
|
$110,481
|
|
$29,010
|
|
36%
|
|
$81,471
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Other income, net
|
$1,229
|
|
$(6,884)
|
|
(85)%
|
|
$8,113
|
|
$47,852
|
|
$(126,783)
|
|
(73)%
|
|
$174,635
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Income tax benefit
|
$14,823
|
|
$(3,419)
|
|
(19)%
|
|
$18,242
|
|
$62,142
|
|
$46,255
|
|
291%
|
|
$15,887
|
Effective income tax rate
|
NM
|
|
|
|
|
|
NM
|
|
NM
|
|
|
|
|
|
NM
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||||||||||
Net earnings attributable to noncontrolling interests
|
$31,228
|
|
$5,425
|
|
21%
|
|
$25,803
|
|
$88,842
|
|
$(16,219)
|
|
(15)%
|
|
$105,061
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings attributable to IAC shareholders
|
$
|
128,544
|
|
|
$
|
145,774
|
|
|
$
|
330,706
|
|
|
$
|
435,209
|
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
31,228
|
|
|
25,803
|
|
|
88,842
|
|
|
105,061
|
|
||||
Income tax benefit
|
(14,823
|
)
|
|
(18,242
|
)
|
|
(62,142
|
)
|
|
(15,887
|
)
|
||||
Other income, net
|
(1,229
|
)
|
|
(8,113
|
)
|
|
(47,852
|
)
|
|
(174,635
|
)
|
||||
Interest expense
|
42,132
|
|
|
27,610
|
|
|
110,481
|
|
|
81,471
|
|
||||
Operating income
|
185,852
|
|
|
172,832
|
|
|
420,035
|
|
|
431,219
|
|
||||
Stock-based compensation expense
|
50,053
|
|
|
55,363
|
|
|
179,922
|
|
|
172,006
|
|
||||
Depreciation
|
23,090
|
|
|
18,925
|
|
|
63,152
|
|
|
56,987
|
|
||||
Amortization of intangibles
|
23,186
|
|
|
20,152
|
|
|
65,576
|
|
|
60,293
|
|
||||
Acquisition-related contingent consideration fair value adjustments
|
(16,139
|
)
|
|
55
|
|
|
(12,993
|
)
|
|
265
|
|
||||
Adjusted EBITDA
|
$
|
266,042
|
|
|
$
|
267,327
|
|
|
$
|
715,692
|
|
|
$
|
720,770
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
MTCH, Cash and cash equivalents:
|
|
|
|
|
||||
United States
|
|
$
|
220,175
|
|
|
$
|
83,851
|
|
All other countries
|
|
146,272
|
|
|
103,096
|
|
||
Total MTCH cash and cash equivalents
|
|
366,447
|
|
|
186,947
|
|
||
|
|
|
|
|
||||
ANGI, Cash and cash equivalents and marketable securities:
|
|
|
|
|
||||
United States
|
|
390,535
|
|
|
328,795
|
|
||
All other countries
|
|
12,379
|
|
|
8,189
|
|
||
Total cash and cash equivalents
|
|
402,914
|
|
|
336,984
|
|
||
Marketable securities (United States)
|
|
—
|
|
|
24,947
|
|
||
Total ANGI cash and cash equivalents and marketable securities
|
|
402,914
|
|
|
361,931
|
|
||
|
|
|
|
|
||||
IAC, Cash and cash equivalents and marketable securities:
|
|
|
|
|
||||
United States
|
|
2,077,372
|
|
|
1,558,636
|
|
||
All other countries
|
|
99,447
|
|
|
49,065
|
|
||
Total cash and cash equivalents
|
|
2,176,819
|
|
|
1,607,701
|
|
||
Marketable securities (United States)
|
|
157,174
|
|
|
98,718
|
|
||
Total IAC cash and cash equivalents and marketable securities
|
|
2,333,993
|
|
|
1,706,419
|
|
||
|
|
|
|
|
||||
Total cash and cash equivalents and marketable securities
|
|
$
|
3,103,354
|
|
|
$
|
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
|
|
6,586
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
|
15,786
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
|
1,602,628
|
|
|
1,515,911
|
|
||
|
|
|
|
|
||||
ANGI Debt:
|
|
|
|
|
||||
ANGI Term Loan
|
|
250,938
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
|
1,942
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
|
235,246
|
|
|
244,971
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
2022 Exchangeable Notes
|
|
517,500
|
|
|
517,500
|
|
||
2026 Exchangeable Notes
|
|
575,000
|
|
|
—
|
|
||
2030 Exchangeable Notes
|
|
575,000
|
|
|
—
|
|
||
4.75% Senior Notes
|
|
—
|
|
|
34,489
|
|
||
Total IAC long-term debt
|
|
1,667,500
|
|
|
551,989
|
|
||
Less: unamortized original issue discount
|
|
362,390
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
|
31,102
|
|
|
13,298
|
|
||
Total IAC debt, net
|
|
1,274,008
|
|
|
484,666
|
|
||
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
3,111,882
|
|
|
$
|
2,245,548
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
688,766
|
|
|
$
|
671,700
|
|
Investing activities
|
(407,294
|
)
|
|
(273,558
|
)
|
||
Financing activities
|
535,530
|
|
|
(359,856
|
)
|
|
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)
|
$
|
129,874
|
|
|
$
|
271,099
|
|
|
$
|
1,727,153
|
|
|
$
|
2,190,656
|
|
|
$
|
4,318,782
|
|
Operating leases(c)
|
44,765
|
|
|
79,896
|
|
|
57,243
|
|
|
232,989
|
|
|
414,893
|
|
|||||
Purchase obligations(d)
|
24,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,656
|
|
|||||
Total contractual obligations
|
$
|
199,295
|
|
|
$
|
350,995
|
|
|
$
|
1,784,396
|
|
|
$
|
2,423,645
|
|
|
$
|
4,758,331
|
|
(a)
|
The Company has excluded $63.5 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 September 30, 2019 consists of $2.9 billion bearing interest at fixed rates and $675.9 million bearing interest at variable rates. The variable rate instruments consist of a $425.0 million MTCH Term Loan and a $250.9 million ANGI Term Loan. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or 4.66%, at September 30, 2019. The ANGI Term Loan bears interest at LIBOR plus 1.50%, or 3.53% at September 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.
|
•
|
the redemption, on August 23, 2019, of all of the Company's outstanding 4.75% Senior Notes of $34.5 million, which was prior to their maturity date of December 15, 2022;
|
•
|
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 (together with the 2022 Exchangeable Notes the "Exchangeable Notes"); 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.
|
Exhibit
Number
|
Description
|
Location
|
3.1
|
Restated Certificate of Incorporation of IAC/InterActiveCorp.
|
|
3.2
|
Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp (dated as of August 20, 2008).
|
|
3.3
|
Amended and Restated By-Laws of IAC/InterActiveCorp (amended and restated as of December 1, 2010).
|
|
3.4
|
Certificate of Designations of Series C Cumulative Preferred Stock.
|
|
3.5
|
Certificate of Designations of Series D Cumulative Preferred Stock.
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
|
|
|
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
|
|
|
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:
|
November 7, 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
|
|
November 7, 2019
|
Glenn H. Schiffman
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 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:
|
November 7, 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 September 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:
|
November 7, 2019
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 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:
|
November 7, 2019
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
November 7, 2019
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
November 7, 2019
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
November 7, 2019
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
|