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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from__________to__________
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Delaware
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59-2712887
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(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer Identification No.)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $0.001
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IAC
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Common Stock
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78,970,141
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Class B Common Stock
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5,789,499
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Total
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84,759,640
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Page
Number
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•
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our ability to continue to increase consumer acceptance and adoption of dating products, particularly in emerging markets and other parts of the world where the stigma is beginning to erode;
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•
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continued growth in Internet access and smart phone adoption in certain regions of the world, particularly emerging markets;
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•
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the continued strength of Match Group brands;
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•
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the breadth and depth of Match Group active user communities relative to those of its competitors;
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•
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our ability to evolve our dating products and develop new products in response to competitor offerings, user requirements, social trends, the ever-evolving technological landscape and the ever-changing regulatory landscape (in particular, as it relates to the regulation of consumer digital media platforms);
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•
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our ability to efficiently acquire new users for our dating products;
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•
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the size, quality, diversity and stability of our network of service professionals and the breadth of our online directory listings;
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•
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our ability to consistently generate service requests and jobs through the Marketplace and leads through our online directories that convert into revenue for service professionals in a cost-effective manner;
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•
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our ability to increasingly engage with consumers directly through our platforms, including our various mobile applications (rather than through search engine marketing or via free search engine referrals);
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•
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the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and service professionals, as well as our continued ability to introduce new products and services that resonate with consumers and service professionals generally;
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•
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our ability to continue to build and maintain awareness of, and trust in and loyalty to, our various brands, particularly our Angie’s List, HomeAdvisor and Handy brands; and
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•
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the quality and consistency of the service professional pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.
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•
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the quality of its technology platforms, video tools and user experience;
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•
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whether its SaaS premium subscription plans resonate with customers, particularly with SMBs and enterprises;
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•
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its ability to drive visitors to its platforms and acquire paid subscribers in a sustainable manner through various forms of direct marketing or direct sales.
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•
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its ability to retain existing subscribers by continuing to provide a compelling value proposition and convert non-paying users into subscribers;
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•
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the continued ability of users to distribute Vimeo-hosted content across third-party platforms and the prominence and visibility of such content within search engine results and social media platforms;
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•
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its ability to host and stream high-bandwidth video on a scalable platform; and
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•
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the recognition and strength of the Vimeo brand relative to competitor brands.
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•
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the Verywell family of brands, providing information and resources through which users can explore a full spectrum of health and wellness topics, from comprehensive information on medical conditions to advice on fitness, nutrition, mental health, pregnancy and more;
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•
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the Spruce family of brands, providing information and resources relating to home decor, home repair, recipes, cooking techniques, pets and crafts, as well as practical, real-life tips and inspiration to help users create their best home;
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•
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the Balance family of brands, providing information and resources relating to personal finance, career and small business topics that makes personal finance easy to understand and where users can find clear, practical, and straightforward personal financial advice;
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•
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Investopedia, an online resource that provides investment and personal finance education, information and resources;
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•
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Lifewire, a leading online technology information property that provides expert-created, real-world technology information, resources and content with informative visuals and straightforward instruction that help users fix tech gadgets, learn how to perform specific tech tasks, and find the best tech products;
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•
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TripSavvy, a travel website written by real experts (not anonymous reviewers) where users can find useful travel advice and inspiration from destinations around the world;
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•
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Byrdie and MyDomaine, beauty and lifestyle websites where users can find beauty and style advice and curated home-design inspiration, fresh recipes and healthy relationship;
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•
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Brides, a leading online resource that inspires and guides users as they make decisions from pre-engagement to honeymoon and is committed to bringing its users an inclusive look at the world of weddings with every type of couple, every type of wedding and every type of celebration;
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•
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Liquor.com, a lifestyle website featuring award-winning articles, hand-selected recipes, bar guides and more;
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•
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TreeHugger.com, a leading online resource for news and information related to sustainability, as well as green news, solutions, and product information;
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•
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Mother Nature Network, a leading online resource for news and information related to the environment and responsible living; and
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•
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ThoughtCo, a leading online information and reference site with a focus on expert-created education content where users can find answers to questions and information regarding a broad range of disciplines, including science, technology and math, languages, and the humanities and the arts;
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•
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its ability to maintain industry-leading monetization solutions for desktop browser applications in response to evolving technology and changing requirements from operators of large platforms, including Google;
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•
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the size and stability of its global base of installed desktop application products and the ability to grow this base;
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the continued creation of desktop browser applications that resonate with consumers, which depends upon the continued ability to bundle attractive features, content and services (some of which may be owned by third parties);
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•
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its ability to differentiate its desktop browser applications from those of competitors; and
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its ability to market and distribute desktop browser applications through direct to consumer (primarily the Chrome Web Store) and third-party channels in a cost-effective manner.
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the continued growth of consumer adoption of free and paid mobile applications generally and related engagement levels;
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•
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its ability to market and distribute its mobile applications through third party digital app stores, including the Google Play Store and the Apple App Store, in a cost-effective manner;
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•
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its ability to introduce new and enhanced mobile applications in response to competitor offerings, consumer preferences, platform demands, social trends and evolving technological landscape.
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Ask Media Group, through which we provide general search services, and to a lesser extent, content, through a variety of owned and operated websites that help users find the information they need;
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•
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Care.com, a leading global platform for finding and managing family care, designed to me the evolving needs of today's families and caregivers, and provider of household payroll and tax services, customized corporate benefits packages covering the care needs of working families and innovative new ways for caregivers to be paid and obtain professional benefits;
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•
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Bluecrew, a technology driven platform exclusively for flexible W-2 work, with job seekers turning to Bluecrew for sustainable and reliable employment that fits their schedules across a broad range of industries, including warehousing, logistics, e-commerce, events, delivery and hospitality;
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•
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The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors; and
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IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally.
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•
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successfully integrate the operations, as well as the various functions and systems, of acquired businesses with our existing operations, functions and systems;
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compliance challenges due to differences in laws and regulatory environments, particularly in the case of privacy, data security and intermediary liability laws, rules and regulations;
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limit our respective abilities to obtain additional financing to fund working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
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limit our respective abilities to use operating cash flow in other areas of our respective businesses because we must dedicate a substantial portion of these funds to service indebtedness;
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limit our respective abilities to compete with other companies who are not as highly leveraged;
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restrict any one or more of us from making strategic acquisitions, developing properties or exploiting business opportunities;
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restrict the way in which one or more of us conducts business;
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expose one or more of us to potential events of default, which if not cured or waived, could have a material adverse effect on our business, financial condition and operating results;
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increase our respective vulnerabilities to a downturn in general economic conditions or in pricing of our various products and services; and
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our respective future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
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the future ability of IAC, Match Group and ANGI Homeservices to borrow under our respective revolving credit facilities, which will depend on, among other things, our ability to comply with the covenants governing our respective indebtedness.
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(a)
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We recognized items that affected the comparability of results for the years 2019 and 2018, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."
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Match Group ("MTCH") - is a leading provider of subscription dating products, with a portfolio of dating brands, including Tinder, Match, PlentyOfFish and OkCupid. At December 31, 2019, IAC’s economic interest and voting interest in MTCH were 80.7% and 97.5%, respectively.
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•
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ANGI Homeservices ("ANGI") - connects quality home service professionals across 500 different categories, from repairing and remodeling to cleaning and landscaping, with consumers through category-transforming products under 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 December 31, 2019, IAC’s economic interest and voting interest in ANGI were 84.1% and 98.1%, respectively.
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•
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Vimeo - operates a global video platform for creative professionals, small and medium businesses ("SMBs"), organizations and enterprises to connect with their audiences, customers and employees.
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•
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Dotdash - is a portfolio of digital brands providing expert information and inspiration in select vertical content categories.
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•
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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, effective April 1, 2018 upon its transfer from Emerging & Other, Daily Burn.
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•
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Emerging & Other - consists of Ask Media Group, Bluecrew, NurseFly, a temporary healthcare staffing platform acquired on June 26, 2019, The Daily Beast, College Humor Media and IAC Films; it also includes Daily Burn, for periods prior to its transfer to Mosaic Group, and CityGrid, Dictionary.com and Electus, for periods prior to the sales of these businesses in the fourth quarter of 2018.
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•
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North America - consists of the financial results and metrics associated with users located in the United States and Canada.
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•
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International - consists of the financial results and metrics associated with users located outside of the United States and Canada.
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•
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Direct Revenue - is revenue that is received directly from end users of its products and includes both subscription and à la carte revenue.
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•
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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.
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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.
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•
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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.
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•
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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 service professional membership subscription revenue. It excludes revenue from Angie's List, mHelpDesk, HomeStars, Fixd Repair and Felix.
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•
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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, a home warranty and service company, acquired on January 25, 2019, and, for periods prior to its sale on December 31, 2018, Felix.
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•
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Marketplace Service Requests - are fully completed and submitted domestic customer service requests to HomeAdvisor and completed jobs sourced through the HomeAdvisor and Handy platforms.
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•
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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.
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•
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Platform Revenue - primarily includes revenue from Software-as-a-Service ("SaaS") subscription fees and other related revenue from Vimeo subscribers.
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•
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Hardware Revenue - includes sales of our live streaming accessories. Vimeo sold its hardware business on March 29, 2019.
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•
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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 consumers and businesses to create short-form videos acquired on May 28, 2019).
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•
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Display Advertising Revenue - primarily includes revenue generated from display advertisements sold both directly through our sales team and via programmatic exchanges.
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•
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Performance Marketing Revenue - primarily includes affiliate commerce and performance marketing commissions generated when consumers are directed from our properties to third-party service providers. Affiliate commerce commissions are generated when a consumer completes a transaction. Performance marketing commissions are generated on a cost-per-click or cost-per-new account basis.
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•
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Cost of revenue - consists primarily of traffic acquisition costs, which includes (i) the amortization of in-app purchase fees and (ii) payments made to partners who direct traffic to our Ask Media Group websites, 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
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•
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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.
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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 the Separation, defined below, and 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.
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•
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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.
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•
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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.
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•
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MTCH Term Loan - due November 16, 2022. The outstanding balance of the MTCH Term Loan as of December 31, 2019 is $425.0 million. The MTCH Term Loan bears interest at LIBOR plus 2.50% and was 4.44% and 5.09% at December 31, 2019 and 2018, respectively.
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•
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MTCH Credit Facility - MTCH's $500 million revolving credit facility expires on December 7, 2023. At December 31, 2019, there were no outstanding borrowings under the MTCH Credit Facility. At December 31, 2018, the outstanding borrowings under the MTCH Credit Facility were $260.0 million, which bore interest at LIBOR plus 1.50%, or 4.00%. The MTCH Credit Facility was repaid with a portion of the net proceeds from the 5.625% MTCH Senior Notes issued on February 15, 2019 (described below).
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•
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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 December 31, 2019 is $400.0 million.
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•
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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 December 31, 2019 is $450.0 million.
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•
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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 December 31, 2019 is $350.0 million.
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•
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ANGI Term Loan - due November 5, 2023. The outstanding balance of the ANGI Term Loan as of December 31, 2019, is $247.5 million. At both December 31, 2019 and 2018, the ANGI Term Loan bears interest at LIBOR plus 1.50% and has quarterly principal payments. The interest rate was 3.25% and approximately 4.00% at December 31, 2019 and 2018, respectively.
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•
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ANGI Credit Facility - The ANGI $250 million revolving credit facility expires on November 5, 2023. At December 31, 2019 and 2018, there were no outstanding borrowings under the ANGI Credit Facility.
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•
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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 December 31, 2019 is $517.5 million.
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•
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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. The outstanding balance of the 2026 Exchangeable Notes as of December 31, 2019 is $575.0 million.
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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 December 31, 2019 is $575.0 million.
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•
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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.
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•
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IAC Credit Facility - The IAC $250 million revolving credit facility, under which IAC Group, LLC, a subsidiary of the Company, is the borrower, expires on November 5, 2023. At December 31, 2019 and 2018, there were no outstanding borrowings under the IAC Credit Facility.
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•
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Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") - is a non-GAAP financial measure. See "Principles of Financial Reporting" for the definition of Adjusted EBITDA and a reconciliation of net earnings attributable to IAC shareholders to operating income to consolidated Adjusted EBITDA for the years ended December 31, 2019 and 2018.
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Years Ended December 31,
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|||||||||||||
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2019
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$ Change
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% Change
|
|
2018
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Match Group
|
$
|
2,051,258
|
|
|
$
|
321,408
|
|
|
19
|
%
|
|
$
|
1,729,850
|
|
ANGI Homeservices
|
1,326,205
|
|
|
193,964
|
|
|
17
|
%
|
|
1,132,241
|
|
|||
Vimeo
|
196,015
|
|
|
36,374
|
|
|
23
|
%
|
|
159,641
|
|
|||
Dotdash
|
167,594
|
|
|
36,603
|
|
|
28
|
%
|
|
130,991
|
|
|||
Applications
|
519,459
|
|
|
(62,828
|
)
|
|
(11
|
)%
|
|
582,287
|
|
|||
Emerging & Other
|
496,832
|
|
|
(31,418
|
)
|
|
(6
|
)%
|
|
528,250
|
|
|||
Inter-segment elimination
|
(308
|
)
|
|
60
|
|
|
16
|
%
|
|
(368
|
)
|
|||
Total
|
$
|
4,757,055
|
|
|
$
|
494,163
|
|
|
12
|
%
|
|
$
|
4,262,892
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
|||||||
Match Group
|
$
|
648,531
|
|
|
$
|
95,237
|
|
|
17
|
%
|
|
$
|
553,294
|
|
ANGI Homeservices
|
38,645
|
|
|
(25,261
|
)
|
|
(40
|
)%
|
|
63,906
|
|
|||
Vimeo
|
(51,921
|
)
|
|
(16,327
|
)
|
|
(46
|
)%
|
|
(35,594
|
)
|
|||
Dotdash
|
29,021
|
|
|
10,243
|
|
|
55
|
%
|
|
18,778
|
|
|||
Applications
|
113,569
|
|
|
18,735
|
|
|
20
|
%
|
|
94,834
|
|
|||
Emerging & Other
|
(13,012
|
)
|
|
(42,976
|
)
|
|
NM
|
|
|
29,964
|
|
|||
Corporate
|
(183,500
|
)
|
|
(23,457
|
)
|
|
(15
|
)%
|
|
(160,043
|
)
|
|||
Total
|
$
|
581,333
|
|
|
$
|
16,194
|
|
|
3
|
%
|
|
$
|
565,139
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|||||||
Match Group
|
$
|
779,432
|
|
|
$
|
125,501
|
|
|
19
|
%
|
|
$
|
653,931
|
|
ANGI Homeservices
|
202,297
|
|
|
(45,209
|
)
|
|
(18
|
)%
|
|
247,506
|
|
|||
Vimeo
|
(41,790
|
)
|
|
(13,745
|
)
|
|
(49
|
)%
|
|
(28,045
|
)
|
|||
Dotdash
|
39,601
|
|
|
18,217
|
|
|
85
|
%
|
|
21,384
|
|
|||
Applications
|
103,551
|
|
|
(28,286
|
)
|
|
(21
|
)%
|
|
131,837
|
|
|||
Emerging & Other
|
(7,756
|
)
|
|
(43,934
|
)
|
|
NM
|
|
|
36,178
|
|
|||
Corporate
|
(88,640
|
)
|
|
(14,623
|
)
|
|
(20
|
)%
|
|
(74,017
|
)
|
|||
Total
|
$
|
986,695
|
|
|
$
|
(2,079
|
)
|
|
—
|
%
|
|
$
|
988,774
|
|
•
|
Revenue increased $494.2 million, or 12%, to $4.8 billion, due to growth from MTCH of $321.4 million and ANGI of $194.0 million, increases of $36.6 million from Dotdash and $36.4 million from Vimeo, partially offset by decreases of $62.8 million from Applications and $31.4 million from Emerging & Other due, in part, to the sales of Electus, Dictionary.com and CityGrid in the fourth quarter of 2018.
|
•
|
Operating income increased $16.2 million, or 3%, to $581.3 million, despite the decrease in Adjusted EBITDA of $2.1 million, described below, due primarily to a change of $21.2 million in acquisition-related contingent consideration fair value adjustments (income of $19.7 million in 2019 compared to expense of $1.5 million in 2018) and a decrease of $15.8 million in amortization of intangibles, partially offset by increases of $13.0 million in depreciation and $2.4 million in stock-based compensation expense and a $3.3 million goodwill impairment charge related to the College Humor Media business. The income from acquisition-related contingent consideration fair value adjustments in 2019 is due to the decrease in the expected amount of contingent consideration to be paid in connection with a previous acquisition. The decrease in amortization of intangibles was due primarily to the inclusion in 2018 of an impairment charge of $27.7 million at Applications related to a trade name at the Desktop business and lower expense from the Combination, partially offset by recent acquisitions and a $6.6 million impairment charge related to a trade name at MTCH. The increase in depreciation was due primarily to the development of capitalized software to support ANGI's products and services, as well as leasehold improvements related to additional office space at ANGI. The increase in stock-based compensation expense was due primarily to the issuance of new equity awards since 2018, including those issued in connection with recent acquisitions, 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 and modification charges at MTCH and Corporate, partially offset by a decrease of $38.0 million in modification and acceleration charges related to the Combination ($32.6 million in 2019 compared to $70.6 million in 2018), a net decrease in a mark-to-market adjustment and the reversal of $7.6 million in cumulative expense in 2019 related to certain performance-based awards that did not vest.
|
•
|
Adjusted EBITDA decreased $2.1 million to $986.7 million, despite growth of $125.5 million from MTCH and $18.2 million from Dotdash, due primarily to decreases of $45.2 million from ANGI and $28.3 million from Applications, a loss of $7.8 million in 2019 from Emerging & Other compared to a profit of $36.2 million in 2018, and increased losses of $14.6 million and $13.7 million from Corporate and Vimeo, 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
|
Fixed 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
|
|
Years Ended December 31,
|
|||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Match Group
|
$
|
2,051,258
|
|
|
$
|
321,408
|
|
|
19
|
%
|
|
$
|
1,729,850
|
|
ANGI Homeservices
|
1,326,205
|
|
|
193,964
|
|
|
17
|
%
|
|
1,132,241
|
|
|||
Vimeo
|
196,015
|
|
|
36,374
|
|
|
23
|
%
|
|
159,641
|
|
|||
Dotdash
|
167,594
|
|
|
36,603
|
|
|
28
|
%
|
|
130,991
|
|
|||
Applications
|
519,459
|
|
|
(62,828
|
)
|
|
(11
|
)%
|
|
582,287
|
|
|||
Emerging & Other
|
496,832
|
|
|
(31,418
|
)
|
|
(6
|
)%
|
|
528,250
|
|
|||
Inter-segment elimination
|
(308
|
)
|
|
60
|
|
|
16
|
%
|
|
(368
|
)
|
|||
Total
|
$
|
4,757,055
|
|
|
$
|
494,163
|
|
|
12
|
%
|
|
$
|
4,262,892
|
|
•
|
MTCH revenue increased 19% to $2.1 billion driven by International Direct Revenue growth of $208.3 million, or 27%, and North America Direct Revenue growth of $121.7 million, or 13%. Both International and North America Direct Revenue growth were driven by higher Average Subscribers, up 27% to 4.7 million and 9% to 4.6 million, respectively, due primarily to continued growth in Subscribers at Tinder and Hinge, with Pairs contributing to international growth. Total ARPU increased 2% driven by an increase of 4% in North America ARPU, due to Tinder, as Subscribers purchased more premium subscriptions. International ARPU 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 17% to $1.3 billion driven by Marketplace Revenue growth of $210.7 million, or 27%, the growth of $6.2 million, or 9%, at the European businesses, partially offset by a decrease of $23.0 million, or 8%, 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 17% increase in Marketplace Service Requests to 27.4 million and a 3% increase in Marketplace Paying SPs to 220,000, 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 23% to $196.0 million due to Platform Revenue growth of $47.1 million, or 32%, partially offset by lower Hardware Revenue of $10.7 million due to the sale of the hardware business 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 10% increase in average revenue per subscriber, including the contribution from Magisto, acquired May 28, 2019.
|
•
|
Dotdash revenue increased 28% to $167.6 million due to 22% higher Display Advertising Revenue and growth of 51% in Performance Marketing Revenue. Higher Display Advertising Revenue was due primarily to a 26% increase in traffic.
|
•
|
Applications revenue decreased 11% to $519.5 million, despite an increase $75.7 million, or 61%, in Mosaic Group, due to a decrease of $138.5 million, or 30%, at Desktop. The decrease at Desktop was driven by lower queries and continuing partnership declines. The increase at Mosaic Group was driven by the acquisitions of TelTech and iTranslate, on October 22, 2018 and March 15, 2018, respectively, growth of 12% related to the ongoing transition to subscription products and new products and the transfer of Daily Burn from the Emerging & Other segment effective April 1, 2018.
|
•
|
Emerging & Other revenue decreased 6% to $496.8 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.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$1,127,420
|
|
$216,274
|
|
24%
|
|
$911,146
|
As a percentage of revenue
|
24%
|
|
|
|
|
|
21%
|
•
|
The MTCH increase was due primarily to an increase of $80.1 million in in-app purchase fees paid to Apple and Google as MTCH's revenue continues to be increasingly sourced through mobile app stores, $21.9 million in hosting fees and $11.2 million in compensation expense related to increased customer care personnel.
|
•
|
The Emerging & Other increase was due primarily to an increase of $116.9 million in traffic acquisition costs, principally driven by higher revenue at Ask Media Group, and an increase of $16.0 million in payments made to workers staffed by Bluecrew, partially offset by a decrease of $27.0 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.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$1,629,623
|
|
$110,183
|
|
7%
|
|
$1,519,440
|
As a percentage of revenue
|
34%
|
|
|
|
|
|
36%
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $135.9 million and compensation expense of $24.4 million as well as $29.2 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. In 2019, the proportion of service requests through Google free traffic declined while service requests through Google paid traffic increased. In addition, paid service requests were considerably more expensive on average than in 2018. We have implemented new processes in the second half of 2019 and we expect the year over year increase in 2020 to be more modest, particularly in the back half of the year. As our new processes are fully in place, we are increasingly more focused on profitability targets of our paid service requests than the cost of each service request. Compensation expense increased due primarily to growth in the sales force.
|
•
|
The Vimeo increase was due primarily to higher marketing of $15.3 million, due primarily to expense from the inclusion of Magisto and a brand campaign in the first half of 2019, and an increase in compensation expense of $9.1 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, Hinge and Pairs, partially offset by lower marketing spend at Meetic, Match and PlentyOfFish. As a percentage of revenue, selling and marketing expense decreased due primarily to continued revenue growth from brands with relatively lower marketing spend.
|
•
|
The Emerging & Other decrease was due primarily to decreases in marketing of $50.2 million at Ask Media Group, driven by a shift in revenue resulting in the payment of traffic acquisition costs, and $5.9 million at IAC Films, the sales of Electus, CityGrid and Dictionary.com, and the transfer of Daily Burn to Mosaic Group, partially offset by an increase in compensation expense of $2.9 million at Bluecrew.
|
•
|
The Applications decrease was due primarily to lower online marketing of $63.7 million at Desktop as we mitigated the negative impact on revenue from Google's Chrome Web Store policy changes as well as other changes to policies under the Services Agreement, both of which occurred in 2019, partially offset by higher online marketing of $13.3 million at Mosaic Group due primarily to expense from the inclusion of TelTech and increases at iTranslate and Daily Burn.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$888,950
|
|
$114,871
|
|
15%
|
|
$774,079
|
As a percentage of revenue
|
19%
|
|
|
|
|
|
18%
|
•
|
The MTCH increase was due primarily to increases of $38.1 million in legal fees, $19.0 million in compensation expense, including an increase in stock-based compensation expense and headcount, and $4.7 million in non-income taxes, primarily related to the recently enacted French digital services tax, which is retroactive to the beginning of 2019. The increase in stock-based compensation expense was due to the issuance of new equity awards since the prior year period and the impact from modification charges during 2019.
|
•
|
The ANGI increase was due primarily to $30.4 million of expense from the inclusion of Handy and Fixd Repair, including $9.5 million of stock-based compensation expense related to awards issued in connection with these acquisitions, an increase of $16.8 million in bad debt expense due to higher Marketplace Revenue, and increase of $3.0 million in software license and maintenance costs, partially offset by a decrease of $26.5 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 $37.1 million in stock-based compensation expense reflecting a decrease of $33.8 million in expense due to the modification and acceleration charges related to the Combination ($27.2 million in 2019 compared to $61.0 million in 2018) and the reversal of $7.3 million in cumulative expense in 2019 related to certain performance-based awards that did not vest, partially offset by the issuance of new equity awards since 2018.
|
•
|
The Corporate increase was due primarily to an increase in stock-based compensation expense and higher professional fees, including $7.9 million in costs related to the Separation. The increase in stock-based compensation expense was due primarily to the issuance of new equity awards since the prior year period and from modification charges in 2019, partially offset by a net decrease in a mark-to-market adjustment.
|
•
|
The Vimeo increase was due primarily to an increase of $5.3 million in compensation expense due primarily to higher headcount, expense from the inclusion of Magisto and a charge of $2.1 million related to vacating office space.
|
•
|
The Applications decrease was due primarily to a change of $20.9 million in acquisition-related contingent consideration fair value adjustments (income of $19.7 million in 2019 compared to expense of $1.1 million in 2018), partially offset by an increase of $9.3 million in compensation expense due primarily to recent acquisitions. The income from acquisition-related contingent consideration fair value adjustments in 2019 is due to the decrease in the expected amount of contingent consideration to be paid in connection with a previous acquisition.
|
•
|
The Emerging & Other decrease was due primarily to sales of Electus, Dictionary.com and CityGrid 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 and $1.7 million in transaction costs related to the Care.com acquisition, which closed on February 11, 2020.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$345,417
|
|
$36,088
|
|
12%
|
|
$309,329
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
7%
|
•
|
The MTCH increase was due primarily to an increase of $18.6 million in compensation expense, including an increase of $10.3 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 2019, and higher headcount at Tinder.
|
•
|
The Dotdash increase was due primarily to an increase of $7.4 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 $6.4 million in compensation expense due primarily to higher headcount and expense from the inclusion of Magisto.
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$88,399
|
|
$13,039
|
|
17%
|
|
$75,360
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
|||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Match Group
|
$
|
648,531
|
|
|
$
|
95,237
|
|
|
17
|
%
|
|
$
|
553,294
|
|
ANGI Homeservices
|
38,645
|
|
|
(25,261
|
)
|
|
(40
|
)%
|
|
63,906
|
|
|||
Vimeo
|
(51,921
|
)
|
|
(16,327
|
)
|
|
(46
|
)%
|
|
(35,594
|
)
|
|||
Dotdash
|
29,021
|
|
|
10,243
|
|
|
55
|
%
|
|
18,778
|
|
|||
Applications
|
113,569
|
|
|
18,735
|
|
|
20
|
%
|
|
94,834
|
|
|||
Emerging & Other
|
(13,012
|
)
|
|
(42,976
|
)
|
|
NM
|
|
|
29,964
|
|
|||
Corporate
|
(183,500
|
)
|
|
(23,457
|
)
|
|
(15
|
)%
|
|
(160,043
|
)
|
|||
Total
|
$
|
581,333
|
|
|
$
|
16,194
|
|
|
3
|
%
|
|
$
|
565,139
|
|
|
|
|
|
|
|
|
|
|||||||
As a percentage of revenue
|
12%
|
|
|
|
|
|
13%
|
|
Years Ended December 31,
|
|||||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Match Group
|
$
|
779,432
|
|
|
$
|
125,501
|
|
|
19
|
%
|
|
$
|
653,931
|
|
ANGI Homeservices
|
202,297
|
|
|
(45,209
|
)
|
|
(18
|
)%
|
|
247,506
|
|
|||
Vimeo
|
(41,790
|
)
|
|
(13,745
|
)
|
|
(49
|
)%
|
|
(28,045
|
)
|
|||
Dotdash
|
39,601
|
|
|
18,217
|
|
|
85
|
%
|
|
21,384
|
|
|||
Applications
|
103,551
|
|
|
(28,286
|
)
|
|
(21
|
)%
|
|
131,837
|
|
|||
Emerging & Other
|
(7,756
|
)
|
|
(43,934
|
)
|
|
NM
|
|
|
36,178
|
|
|||
Corporate
|
(88,640
|
)
|
|
(14,623
|
)
|
|
(20
|
)%
|
|
(74,017
|
)
|
|||
Total
|
$
|
986,695
|
|
|
$
|
(2,079
|
)
|
|
—
|
%
|
|
$
|
988,774
|
|
|
|
|
|
|
|
|
|
|||||||
As a percentage of revenue
|
21%
|
|
|
|
|
|
23%
|
•
|
MTCH Adjusted EBITDA increased 19% to $779.4 million due primarily to the increase of $321.4 million in revenue due to growth at Tinder and lower selling and marketing expense as a percentage of revenue, partially offset by higher in-app purchase fees as revenue continues to be increasingly sourced through mobile app stores and higher legal fees.
|
•
|
ANGI Adjusted EBITDA decreased 18% to $202.3 million, despite higher revenue, due primarily to higher selling and marketing expense as a percentage of revenue, an increase of $16.8 million in bad debt expense due to higher Marketplace Revenue, investments in Fixd Repair and Handy, partially offset by the inclusion in 2018 of $9.0 million in costs related to the Combination (including deferred revenue write-offs, severance, retention and integration-related costs).
|
•
|
Vimeo Adjusted EBITDA loss increased 49% to a loss of $41.8 million, despite higher revenue, due primarily to higher marketing, including expense from the inclusion of Magisto and a brand campaign in the first half of 2019, as
|
•
|
Dotdash Adjusted EBITDA increased 85% to $39.6 million due primarily to higher revenue and lower operating expenses as a percentage of revenue, partially offset by a charge of $2.6 million related to the early termination of a lease.
|
•
|
Applications Adjusted EBITDA decreased 21% to $103.6 million due primarily to a decrease in revenue, partially offset by lower selling and marketing expense as a percentage of revenue.
|
•
|
Emerging & Other Adjusted EBITDA decreased to a loss of $7.8 million from a profit of $36.2 million in 2018 due primarily to reduced profits at Ask Media Group, reflecting an increase in traffic acquisition costs, partially offset by lower marketing, increased investments in Bluecrew and College Humor Media, and the sales of Dictionary.com and CityGrid, partially offset by the transfer of Daily Burn to Mosaic Group.
|
•
|
Corporate Adjusted EBITDA loss increased 20% to $88.6 million due primarily to higher professional fees, including $7.9 million in costs related to the Separation.
|
|
Years Ended December 31,
|
||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||
|
(Dollars in thousands)
|
||||||||
Interest expense
|
$153,563
|
|
$44,236
|
|
40%
|
|
$
|
109,327
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Other income (expense), net
|
$66,741
|
|
$(239,005)
|
|
(78)%
|
|
$305,746
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
|
(Dollars in thousands)
|
||||||
Income tax benefit (provision)
|
$49,309
|
|
NM
|
|
NM
|
|
$(3,811)
|
Effective income tax rate
|
NM
|
|
|
|
|
|
1%
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
$ Change
|
|
% Change
|
|
2018
|
||||
|
(Dollars in thousands)
|
||||||||||
Net earnings attributable to noncontrolling interests
|
$
|
112,689
|
|
|
$(18,097)
|
|
(14)%
|
|
$
|
130,786
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net earnings attributable to IAC shareholders
|
$
|
431,131
|
|
|
$
|
626,961
|
|
Add back:
|
|
|
|
||||
Net earnings attributable to noncontrolling interests
|
112,689
|
|
|
130,786
|
|
||
Income tax (benefit) provision
|
(49,309
|
)
|
|
3,811
|
|
||
Other (income) expense, net
|
(66,741
|
)
|
|
(305,746
|
)
|
||
Interest expense
|
153,563
|
|
|
109,327
|
|
||
Operating income
|
581,333
|
|
|
565,139
|
|
||
Stock-based compensation expense
|
240,788
|
|
|
238,420
|
|
||
Depreciation
|
88,399
|
|
|
75,360
|
|
||
Amortization of intangibles
|
92,595
|
|
|
108,399
|
|
||
Acquisition-related contingent consideration fair value adjustments
|
(19,738
|
)
|
|
1,456
|
|
||
Goodwill impairment
|
3,318
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
986,695
|
|
|
$
|
988,774
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
MTCH cash and cash equivalents:
|
|
|
|
||||
United States
|
$
|
322,267
|
|
|
$
|
83,851
|
|
All other countries
|
143,409
|
|
|
103,096
|
|
||
Total MTCH cash and cash equivalents
|
465,676
|
|
|
186,947
|
|
||
|
|
|
|
||||
ANGI cash and cash equivalents and marketable securities:
|
|
|
|
||||
United States
|
377,648
|
|
|
328,795
|
|
||
All other countries
|
12,917
|
|
|
8,189
|
|
||
Total cash and cash equivalents
|
390,565
|
|
|
336,984
|
|
||
Marketable securities (United States)
|
—
|
|
|
24,947
|
|
||
Total ANGI cash and cash equivalents and marketable securities
|
390,565
|
|
|
361,931
|
|
||
|
|
|
|
||||
IAC (excluding MTCH and ANGI) cash and cash equivalents and marketable securities:
|
|
|
|
||||
United States
|
$
|
2,226,344
|
|
|
$
|
1,558,636
|
|
All other countries
|
56,710
|
|
|
49,065
|
|
||
Total cash and cash equivalents
|
2,283,054
|
|
|
1,607,701
|
|
||
Marketable securities (United States)
|
19,993
|
|
|
98,718
|
|
||
Total IAC (excluding MTCH and ANGI) cash and cash equivalents and marketable securities
|
2,303,047
|
|
|
1,706,419
|
|
||
|
|
|
|
||||
Total cash and cash equivalents and marketable securities
|
$
|
3,159,288
|
|
|
$
|
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
|
6,282
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
15,235
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
1,603,483
|
|
|
1,515,911
|
|
||
|
|
|
|
||||
ANGI debt:
|
|
|
|
||||
ANGI Term Loan
|
247,500
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
1,804
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
231,946
|
|
|
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
|
351,605
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
29,752
|
|
|
13,298
|
|
||
Total IAC debt, net
|
1,286,143
|
|
|
484,666
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
3,121,572
|
|
|
$
|
2,245,548
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
937,939
|
|
|
$
|
988,128
|
|
Investing activities
|
(329,529
|
)
|
|
(173,440
|
)
|
||
Financing activities
|
399,831
|
|
|
(312,798
|
)
|
•
|
IAC will contribute the cash and cash equivalents held by IAC (except for cash held by ANGI and MTCH) to New IAC. Had the Separation been consummated on December 31, 2019, the approximate amount that would have been contributed as of December 31, 2019 is $1.8 billion. Following this contribution, New IAC’s cash and cash equivalents and marketable securities balance would have been approximately $2.7 billion.
|
•
|
MTCH has agreed to make a loan to IAC in an aggregate principal amount equal to the product of (i) $3.00 and (ii) the number of shares of MTCH capital stock outstanding immediately prior to the effective time of the Separation (the ‘‘Match loan’’). As part of the Separation, all MTCH stockholders, other than IAC, in respect of each share of MTCH common stock held, may elect to receive either $3.00 in cash or an additional $3.00 worth of New Match common stock. IAC will contribute the proceeds of the Match loan, less an amount equal to the product of $3.00 multiplied by the aggregate number of shares of MTCH capital stock in respect of which MTCH holders have made a valid cash election, to New IAC. Based on shares outstanding on December 31, 2019, New IAC will receive a contribution of approximately $680 million, assuming all non-IAC MTCH shareholders elect to receive $3.00 in cash and an additional amount of approximately $163 million if all non-IAC MTCH shareholders elect to receive additional MTCH shares. Following the Separation, the Match loan will remain as the obligation of New Match payable to MTCH; New IAC will not have any obligations with regards to the Match loan.
|
•
|
New Match will own certain IAC financing subsidiaries that are the issuers of approximately $1.7 billion aggregate principal amount of currently outstanding Exchangeable Notes.
|
•
|
New IAC’s debt immediately following the consummation of the Separation will relate solely to the ANGI Term Loan, which would have been $245.7 million as of December 31, 2019.
|
|
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)
|
$
|
130,076
|
|
|
$
|
1,215,337
|
|
|
$
|
754,534
|
|
|
$
|
2,176,890
|
|
|
$
|
4,276,837
|
|
Operating leases(c)
|
44,177
|
|
|
80,164
|
|
|
61,805
|
|
|
249,090
|
|
|
435,236
|
|
|||||
Purchase obligations(d)
|
119,116
|
|
|
81,423
|
|
|
—
|
|
|
—
|
|
|
200,539
|
|
|||||
Total contractual obligations
|
$
|
293,369
|
|
|
$
|
1,376,924
|
|
|
$
|
816,339
|
|
|
$
|
2,425,980
|
|
|
$
|
4,912,612
|
|
(a)
|
The Company has excluded $69.2 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 8—Consolidated Financial Statements and Supplementary Data."
|
(b)
|
Represents contractual amounts due including interest on both fixed and variable rate instruments. Long-term debt at December 31, 2019 consists of $2.9 billion bearing interest at fixed rates and $0.7 billion bearing interest at variable rates. The variable rate instruments consist of a $425.0 million MTCH Term Loan and a $247.5 million ANGI Term Loan. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or 4.44%, at December 31, 2019. The ANGI Term Loan bears interest at LIBOR plus 1.50%, or 3.25% at December 31, 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 7—Long-term Debt" to the consolidated financial statements included in "Item 8—Consolidated Financial Statements and Supplementary Data."
|
(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 lease 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 13—Leases" to the consolidated financial statements included in "Item 8—Consolidated Financial Statements and Supplementary Data."
|
(d)
|
The purchase obligations primarily consist of payments for cloud computing arrangements, advertising commitments, and a remaining payment related to a 50% interest in a corporate aircraft. For additional information on purchase obligations, see "Note 14—Commitments and Contingencies" to the consolidated financial statements included in "Item 8—Consolidated Financial Statements and Supplementary Data."
|
•
|
MTCH's October 1, 2019 market capitalization of $20.0 billion exceeded its carrying value by approximately $19.8 billion and MTCH's strong operating performance.
|
•
|
ANGI's October 1, 2019 market capitalization of $3.6 billion exceeded its carrying value by approximately $2.2 billion.
|
•
|
The Company prepared valuations of the Vimeo, Mosaic Group, Bluecrew and Nursefly reporting units primarily in connection with the issuance and/or settlement of equity awards that are denominated in the equity of these businesses subsequent to January 1, 2019. The valuations were prepared time proximate to, however, not as of, October 1, 2019. The fair value of each of these businesses was in excess of its October 1, 2019 carrying value.
|
Business Combinations - Valuation of Acquired Intangible Assets
|
|
|
|
Description of the Matter
|
During the year ended December 31, 2019, the Company completed business combinations for total consideration, net of cash acquired, of $205.7 million. As disclosed in Note 2 to the consolidated financial statements, the purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill.
Auditing management’s allocation of the purchase price of business combinations required complex auditor judgment due to the significant measurement uncertainty in determining the fair value of the identifiable intangible assets acquired. In particular, the fair value of estimates for identifiable intangible assets were sensitive to changes in assumptions, including discount rates, revenue growth rates, royalty rates and the projected cash flow terminal growth rates. These assumptions relate to the future performance of the acquired businesses and are affected by such factors as expected future market or economic conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its accounting for business combinations. For example, we tested controls over the Company’s process to identify and measure acquired intangible assets as well as controls over management's review of the significant assumptions described above.
To test the estimated fair value of the identifiable intangible assets acquired, our audit procedures included, among others, assessing the completeness of the identifiable intangible assets acquired, assessing the valuation methodologies and testing the significant assumptions described above and underlying data used by the Company. For example, we compared the significant assumptions used by management to the historical results of the acquired businesses as well as to current industry and economic trends. We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the identifiable intangible assets resulting from changes in the assumptions. In addition, we involved an internal valuation specialist to assist in evaluating the methodologies used and the significant assumptions applied in developing the fair value estimates.
|
|
|
Stock-Based Compensation
|
|
|
|
Description of the Matter
|
During the year ended December 31, 2019, the Company recorded stock-based compensation expense of $240.8 million. As discussed in Note 11 to the consolidated financial statements, the Company issues various types of equity awards, including stock options, restricted stock units, performance-based stock units, market-based awards and equity instruments denominated in the shares of certain subsidiaries.
Auditing the Company's accounting for stock-based compensation required complex auditor judgment due to the number and the variety of the types of equity awards, the prevalence of modifications, the subjectivity of assumptions used to value stock-based awards (e.g. expected term), the frequent use of performance-based vesting conditions and the existence of awards denominated in the shares of certain subsidiaries.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,139,295
|
|
|
$
|
2,131,632
|
|
Marketable securities
|
19,993
|
|
|
123,665
|
|
||
Accounts receivable, net of allowance and reserves of $24,726 and $18,860, respectively
|
298,334
|
|
|
279,189
|
|
||
Other current assets
|
249,367
|
|
|
228,253
|
|
||
Total current assets
|
3,706,989
|
|
|
2,762,739
|
|
||
|
|
|
|
|
|||
Right-of-use assets, net
|
167,801
|
|
|
—
|
|
||
Property and equipment, net
|
371,353
|
|
|
318,800
|
|
||
Goodwill
|
2,854,462
|
|
|
2,726,859
|
|
||
Intangible assets, net
|
578,474
|
|
|
631,422
|
|
||
Long-term investments
|
353,052
|
|
|
235,055
|
|
||
Deferred income taxes
|
167,054
|
|
|
64,786
|
|
||
Other non-current assets
|
133,640
|
|
|
134,924
|
|
||
TOTAL ASSETS
|
$
|
8,332,825
|
|
|
$
|
6,874,585
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
94,356
|
|
|
74,907
|
|
||
Deferred revenue
|
397,490
|
|
|
360,015
|
|
||
Accrued expenses and other current liabilities
|
502,003
|
|
|
434,886
|
|
||
Total current liabilities
|
1,007,599
|
|
|
883,558
|
|
||
|
|
|
|
|
|||
Long-term debt, net
|
3,121,572
|
|
|
2,245,548
|
|
||
Income taxes payable
|
36,489
|
|
|
37,584
|
|
||
Deferred income taxes
|
21,388
|
|
|
23,600
|
|
||
Other long-term liabilities
|
202,932
|
|
|
66,807
|
|
||
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
44,527
|
|
|
65,687
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 263,230 and 262,303 shares, respectively, and outstanding 78,890 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
|
11,683,799
|
|
|
12,022,387
|
|
||
Retained earnings
|
1,689,925
|
|
|
1,258,794
|
|
||
Accumulated other comprehensive loss
|
(136,349
|
)
|
|
(128,722
|
)
|
||
Treasury stock 194,708 shares
|
(10,309,612
|
)
|
|
(10,309,612
|
)
|
||
Total IAC shareholders' equity
|
2,928,042
|
|
|
2,843,125
|
|
||
Noncontrolling interests
|
970,276
|
|
|
708,676
|
|
||
Total shareholders' equity
|
3,898,318
|
|
|
3,551,801
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
8,332,825
|
|
|
$
|
6,874,585
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
4,757,055
|
|
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
1,127,420
|
|
|
911,146
|
|
|
651,008
|
|
|||
Selling and marketing expense
|
1,629,623
|
|
|
1,519,440
|
|
|
1,381,221
|
|
|||
General and administrative expense
|
888,950
|
|
|
774,079
|
|
|
719,257
|
|
|||
Product development expense
|
345,417
|
|
|
309,329
|
|
|
250,879
|
|
|||
Depreciation
|
88,399
|
|
|
75,360
|
|
|
74,265
|
|
|||
Amortization of intangibles
|
92,595
|
|
|
108,399
|
|
|
42,143
|
|
|||
Goodwill impairment
|
3,318
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
4,175,722
|
|
|
3,697,753
|
|
|
3,118,773
|
|
|||
Operating income
|
581,333
|
|
|
565,139
|
|
|
188,466
|
|
|||
Interest expense
|
(153,563
|
)
|
|
(109,327
|
)
|
|
(105,295
|
)
|
|||
Other income (expense), net
|
66,741
|
|
|
305,746
|
|
|
(16,213
|
)
|
|||
Earnings before income taxes
|
494,511
|
|
|
761,558
|
|
|
66,958
|
|
|||
Income tax benefit (provision)
|
49,309
|
|
|
(3,811
|
)
|
|
291,050
|
|
|||
Net earnings
|
543,820
|
|
|
757,747
|
|
|
358,008
|
|
|||
Net earnings attributable to noncontrolling interests
|
(112,689
|
)
|
|
(130,786
|
)
|
|
(53,084
|
)
|
|||
Net earnings attributable to IAC shareholders
|
$
|
431,131
|
|
|
$
|
626,961
|
|
|
$
|
304,924
|
|
|
|
|
|
|
|
||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
5.12
|
|
|
$
|
7.52
|
|
|
$
|
3.81
|
|
Diluted earnings per share
|
$
|
4.50
|
|
|
$
|
6.59
|
|
|
$
|
3.18
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
3,767
|
|
|
$
|
2,482
|
|
|
$
|
1,881
|
|
Selling and marketing expense
|
10,298
|
|
|
7,943
|
|
|
31,318
|
|
|||
General and administrative expense
|
178,298
|
|
|
188,510
|
|
|
192,957
|
|
|||
Product development expense
|
48,425
|
|
|
39,485
|
|
|
38,462
|
|
|||
Total stock-based compensation expense
|
$
|
240,788
|
|
|
$
|
238,420
|
|
|
$
|
264,618
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
543,820
|
|
|
$
|
757,747
|
|
|
$
|
358,008
|
|
Other comprehensive (loss) income, net of income taxes:
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
(9,961
|
)
|
|
(31,411
|
)
|
|
80,269
|
|
|||
Change in unrealized gains and losses on available-for-sale securities (net of tax benefit of $3,846 in 2017)
|
(5
|
)
|
|
5
|
|
|
(4,026
|
)
|
|||
Total other comprehensive (loss) income, net of income taxes
|
(9,966
|
)
|
|
(31,406
|
)
|
|
76,243
|
|
|||
Comprehensive income, net of income taxes
|
533,854
|
|
|
726,341
|
|
|
434,251
|
|
|||
Components of comprehensive (income) loss attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net earnings attributable to noncontrolling interests
|
(112,689
|
)
|
|
(130,786
|
)
|
|
(53,084
|
)
|
|||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
2,023
|
|
|
6,129
|
|
|
(13,797
|
)
|
|||
Change in unrealized gains and losses of available-for-sale securities attributable to noncontrolling interests
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(110,665
|
)
|
|
(124,658
|
)
|
|
(66,881
|
)
|
|||
Comprehensive income attributable to IAC shareholders
|
$
|
423,189
|
|
|
$
|
601,683
|
|
|
$
|
367,370
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
32,827
|
|
|
|
$
|
256
|
|
|
255,672
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,921,559
|
|
|
$
|
290,114
|
|
|
$
|
(166,123
|
)
|
|
$
|
(10,176,600
|
)
|
|
$
|
1,869,222
|
|
|
$
|
141,448
|
|
|
$
|
2,010,670
|
|
Net earnings
|
3,620
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304,924
|
|
|
—
|
|
|
—
|
|
|
304,924
|
|
|
49,464
|
|
|
354,388
|
|
||||||||||
Other comprehensive income, net of income tax
|
1,291
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,446
|
|
|
—
|
|
|
62,446
|
|
|
12,506
|
|
|
74,952
|
|
||||||||||
Stock-based compensation expense
|
2,017
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,333
|
|
|
180,055
|
|
|
246,388
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
5
|
|
|
4,952
|
|
|
—
|
|
|
—
|
|
|
(10,509
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,504
|
)
|
|
—
|
|
|
(10,504
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,121
|
)
|
|
(50,121
|
)
|
|
—
|
|
|
(50,121
|
)
|
||||||||||
Distributions to and purchases of redeemable noncontrolling interests
|
(20,461
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
|
(848
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
6,341
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
—
|
|
|
(6,341
|
)
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(472,106
|
)
|
|
—
|
|
|
109
|
|
|
—
|
|
|
(471,997
|
)
|
|
(705
|
)
|
|
(472,702
|
)
|
||||||||||
Acquisition of Angie's List and creation of noncontrolling interests in ANGI Homeservices
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645,475
|
|
|
133,996
|
|
|
779,471
|
|
||||||||||
Noncontrolling interests created in acquisitions
|
17,758
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of exchangeable note hedge
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,365
|
)
|
|
—
|
|
|
(74,365
|
)
|
||||||||||
Equity component of exchangeable debt issuance, net of deferred financing costs and deferred tax asset
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,158
|
|
|
—
|
|
|
71,158
|
|
||||||||||
Issuance of warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,650
|
|
|
—
|
|
|
23,650
|
|
||||||||||
Other
|
(526
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
879
|
|
|
1,027
|
|
||||||||||
Balance as of 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
|
33,897
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
626,961
|
|
|
—
|
|
|
—
|
|
|
626,961
|
|
|
96,889
|
|
|
723,850
|
|
||||||||||
Other comprehensive loss, net of income tax
|
(702
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,278
|
)
|
|
—
|
|
|
(25,278
|
)
|
|
(5,426
|
)
|
|
(30,704
|
)
|
||||||||||
Stock-based compensation expense
|
1,138
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,311
|
|
|
161,971
|
|
|
237,282
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,679
|
|
|
—
|
|
|
—
|
|
|
21,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,786
|
|
|
—
|
|
|
21,786
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|
(82,891
|
)
|
|
—
|
|
|
(82,891
|
)
|
||||||||||
Distributions to and purchases of noncontrolling interests
|
(14,785
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,364
|
)
|
|
(9,364
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
4,098
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,098
|
)
|
|
—
|
|
|
(4,098
|
)
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,377
|
)
|
|
—
|
|
|
124
|
|
|
—
|
|
|
(236,253
|
)
|
|
35,559
|
|
|
(200,694
|
)
|
||||||||||
Dividends paid to Match Group noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,126
|
)
|
|
(105,126
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
2,261
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,307
|
|
|
14,307
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Other
|
(3,087
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
(339
|
)
|
|
425
|
|
||||||||||
Balance as of 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
|
2,835
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431,131
|
|
|
—
|
|
|
—
|
|
|
431,131
|
|
|
109,854
|
|
|
540,985
|
|
||||||||||
Other comprehensive income (loss), net of income tax
|
39
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,942
|
)
|
|
|
|
(7,942
|
)
|
|
(2,063
|
)
|
|
(10,005
|
)
|
|||||||||||
Stock-based compensation expense
|
148
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,619
|
|
|
155,457
|
|
|
238,076
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
927
|
|
|
—
|
|
|
—
|
|
|
(82,463
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,462
|
)
|
|
—
|
|
|
(82,462
|
)
|
||||||||||
Distributions to and purchases of redeemable noncontrolling interests
|
(40,432
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
11,554
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,554
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,554
|
)
|
|
—
|
|
|
(11,554
|
)
|
||||||||||
Issuance of Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,897
|
)
|
|
—
|
|
|
315
|
|
|
—
|
|
|
(236,582
|
)
|
|
(1,794
|
)
|
|
(238,376
|
)
|
||||||||||
Purchase of Match Group and ANGI Homeservices treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274,302
|
)
|
|
—
|
|
|
(274,302
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
4,781
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
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
|
(85
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
146
|
|
|
65
|
|
||||||||||
Balance as of December 31, 2019
|
$
|
44,527
|
|
|
|
$
|
263
|
|
|
263,230
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,683,799
|
|
|
$
|
1,689,925
|
|
|
$
|
(136,349
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,928,042
|
|
|
$
|
970,276
|
|
|
$
|
3,898,318
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
543,820
|
|
|
$
|
757,747
|
|
|
$
|
358,008
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
240,788
|
|
|
238,420
|
|
|
264,618
|
|
|||
Amortization of intangibles
|
92,595
|
|
|
108,399
|
|
|
42,143
|
|
|||
Depreciation
|
88,399
|
|
|
75,360
|
|
|
74,265
|
|
|||
Bad debt expense
|
65,803
|
|
|
48,445
|
|
|
28,930
|
|
|||
Goodwill impairment
|
3,318
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(80,101
|
)
|
|
(34,679
|
)
|
|
(285,278
|
)
|
|||
Gains on equity securities, net
|
(37,581
|
)
|
|
(152,044
|
)
|
|
(34,927
|
)
|
|||
Losses (gains) from the sale of businesses, net
|
8,239
|
|
|
(119,955
|
)
|
|
2,254
|
|
|||
Other adjustments, net
|
45,546
|
|
|
15,763
|
|
|
61,647
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(91,435
|
)
|
|
(34,828
|
)
|
|
(115,169
|
)
|
|||
Other assets
|
(17,661
|
)
|
|
(44,557
|
)
|
|
5,688
|
|
|||
Accounts payable and other liabilities
|
41,882
|
|
|
53,555
|
|
|
(25,289
|
)
|
|||
Income taxes payable and receivable
|
(3,287
|
)
|
|
27,034
|
|
|
655
|
|
|||
Deferred revenue
|
37,614
|
|
|
49,468
|
|
|
39,154
|
|
|||
Net cash provided by operating activities
|
937,939
|
|
|
988,128
|
|
|
416,699
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(205,726
|
)
|
|
(64,496
|
)
|
|
(146,553
|
)
|
|||
Capital expenditures
|
(136,652
|
)
|
|
(85,634
|
)
|
|
(75,523
|
)
|
|||
Proceeds from maturities of marketable debt securities
|
163,500
|
|
|
333,600
|
|
|
114,350
|
|
|||
Purchases of marketable debt securities
|
(59,639
|
)
|
|
(449,676
|
)
|
|
(29,891
|
)
|
|||
Net proceeds from the sale of businesses and investments
|
165,124
|
|
|
136,719
|
|
|
185,778
|
|
|||
Purchases of investments
|
(253,663
|
)
|
|
(52,980
|
)
|
|
(9,106
|
)
|
|||
Other, net
|
(2,473
|
)
|
|
9,027
|
|
|
2,994
|
|
|||
Net cash (used in) provided by investing activities
|
(329,529
|
)
|
|
(173,440
|
)
|
|
42,049
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of IAC debt
|
1,150,000
|
|
|
—
|
|
|
517,500
|
|
|||
Repurchases of IAC debt
|
(35,035
|
)
|
|
(363
|
)
|
|
(393,464
|
)
|
|||
Purchase of exchangeable note hedges
|
(303,428
|
)
|
|
—
|
|
|
(74,365
|
)
|
|||
Proceeds from issuance of warrants
|
166,520
|
|
|
—
|
|
|
23,650
|
|
|||
Proceeds from issuance of Match Group debt
|
350,000
|
|
|
260,000
|
|
|
525,000
|
|
|||
Borrowings under Match Group Credit facility
|
40,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on Match Group debt
|
—
|
|
|
—
|
|
|
(445,172
|
)
|
|||
Principal payments on Match Group Credit facility
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowing under ANGI Homeservices Term Loan
|
—
|
|
|
—
|
|
|
275,000
|
|
|||
Principal payments on ANGI Homeservices Term Loan
|
(13,750
|
)
|
|
(13,750
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(27,815
|
)
|
|
(5,449
|
)
|
|
(33,744
|
)
|
|||
Purchase of IAC treasury stock
|
—
|
|
|
(82,891
|
)
|
|
(56,424
|
)
|
|||
Purchase of Match Group and ANGI Homeservices treasury stock
|
(273,258
|
)
|
|
(133,455
|
)
|
|
—
|
|
|||
Proceeds from the exercise of IAC stock options
|
10,682
|
|
|
41,700
|
|
|
82,397
|
|
|||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
573
|
|
|
4,705
|
|
|
61,095
|
|
|||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(93,145
|
)
|
|
(18,982
|
)
|
|
(93,832
|
)
|
|||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
(238,461
|
)
|
|
(237,564
|
)
|
|
(264,323
|
)
|
|||
Purchase of Match Group stock-based awards
|
—
|
|
|
—
|
|
|
(272,459
|
)
|
|||
Dividends paid to Match Group noncontrolling interests
|
—
|
|
|
(105,126
|
)
|
|
—
|
|
|||
Distributions to and purchases of noncontrolling interests
|
(29,184
|
)
|
|
(22,498
|
)
|
|
(20,184
|
)
|
|||
Acquisition-related contingent consideration payments
|
—
|
|
|
(185
|
)
|
|
(27,289
|
)
|
|||
Other, net
|
(3,868
|
)
|
|
1,060
|
|
|
(255
|
)
|
|||
Net cash provided by (used in) financing activities
|
399,831
|
|
|
(312,798
|
)
|
|
(196,869
|
)
|
|||
Total cash provided
|
1,008,241
|
|
|
501,890
|
|
|
261,879
|
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(1,568
|
)
|
|
(1,887
|
)
|
|
11,604
|
|
|||
Net increase in cash and cash equivalents and restricted cash
|
1,006,673
|
|
|
500,003
|
|
|
273,483
|
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
2,133,685
|
|
|
1,633,682
|
|
|
1,360,199
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
$
|
3,140,358
|
|
|
$
|
2,133,685
|
|
|
$
|
1,633,682
|
|
•
|
Ask Media Group, a collection of websites providing general search services, and to a lesser extent, content that help users find the information they need;
|
•
|
Bluecrew, a technology driven staffing platform exclusively for flexible W-2 work, which we acquired a controlling interest in on February 26, 2018;
|
•
|
NurseFly, a platform to efficiently connect temporary healthcare professionals with job opportunities, which we acquired a controlling interest in on June 26, 2019;
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors;
|
•
|
College Humor Media, a provider of digital content, including its subscription only property, Dropout.tv;
|
•
|
IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally; and
|
•
|
For periods prior to their sales:
|
◦
|
CityGrid, an advertising network that integrated local content and advertising for distribution to affiliated and third-party publishers across web and mobile platforms, sold December 31, 2018.
|
◦
|
Dictionary.com, an online and mobile dictionary and thesaurus service, sold November 13, 2018.
|
◦
|
Electus, including Notional, a provider of production and producer services for both unscripted and scripted television and digital content, primarily for initial sale and distribution in the United States, sold October 29, 2018.
|
◦
|
The Princeton Review, a provider of educational test preparation, academic tutoring and college counseling services, sold on March 31, 2017.
|
•
|
Within ANGI, the effect of the adoption of ASU No. 2014-09 was that commissions paid to employees pursuant to certain sales incentive programs, which represent the incremental direct costs of obtaining a service professional contract, are now capitalized and amortized over the estimated life of a service professional (also referred to as the estimated customer relationship period). These costs were expensed as incurred prior to January 1, 2018. The cumulative effect of the adoption of ASU No. 2014-09 was the establishment of a current and non-current asset for capitalized sales commissions of $29.7 million and $4.2 million, respectively, and a related deferred tax liability of $8.0 million, resulting in a net increase to retained earnings of $25.9 million on January 1, 2018.
|
•
|
Within Applications, the primary effect of the adoption of ASU No. 2014-09 was to accelerate the recognition of the portion of the revenue of certain desktop applications sold by SlimWare that qualify as functional intellectual property ("functional IP") under ASU No. 2014-09. This revenue was previously deferred and recognized over the applicable subscription term. The cumulative effect of the adoption of ASU No. 2014-09 for SlimWare was a reduction in deferred revenue of $20.3 million and the establishment of a deferred tax liability of $4.9 million, resulting in a net increase to retained earnings of $15.5 million on January 1, 2018.
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||
|
(In thousands)
|
||||||||||
Revenue by segment:
|
|
|
|
|
|
||||||
Match Group
|
$
|
1,729,850
|
|
|
$
|
1,729,850
|
|
|
$
|
—
|
|
ANGI Homeservices
|
1,132,241
|
|
|
1,132,241
|
|
|
—
|
|
|||
Vimeo
|
159,641
|
|
|
160,931
|
|
|
(1,290
|
)
|
|||
Dotdash
|
130,991
|
|
|
130,991
|
|
|
—
|
|
|||
Applications
|
582,287
|
|
|
581,492
|
|
|
795
|
|
|||
Emerging & Other
|
528,250
|
|
|
528,250
|
|
|
—
|
|
|||
Inter-segment eliminations
|
(368
|
)
|
|
(368
|
)
|
|
—
|
|
|||
Total
|
$
|
4,262,892
|
|
|
$
|
4,263,387
|
|
|
$
|
(495
|
)
|
|
|
|
|
|
|
||||||
Operating costs and expenses by segment:
|
|||||||||||
Match Group
|
$
|
1,176,556
|
|
|
$
|
1,176,556
|
|
|
$
|
—
|
|
ANGI Homeservices
|
1,068,335
|
|
|
1,073,275
|
|
|
(4,940
|
)
|
|||
Vimeo
|
195,235
|
|
|
196,212
|
|
|
(977
|
)
|
|||
Dotdash
|
112,213
|
|
|
112,213
|
|
|
—
|
|
|||
Applications
|
487,453
|
|
|
484,644
|
|
|
2,809
|
|
|||
Emerging & Other
|
498,286
|
|
|
498,286
|
|
|
—
|
|
|||
Corporate
|
159,675
|
|
|
159,675
|
|
|
—
|
|
|||
Total
|
$
|
3,697,753
|
|
|
$
|
3,700,861
|
|
|
$
|
(3,108
|
)
|
|
|
|
|
|
|
||||||
Operating income (loss) by segment:
|
|||||||||||
Match Group
|
$
|
553,294
|
|
|
$
|
553,294
|
|
|
$
|
—
|
|
ANGI Homeservices
|
63,904
|
|
|
58,964
|
|
|
4,940
|
|
|||
Vimeo
|
(35,594
|
)
|
|
(35,281
|
)
|
|
(313
|
)
|
|||
Dotdash
|
18,778
|
|
|
18,778
|
|
|
—
|
|
|||
Applications
|
94,834
|
|
|
96,848
|
|
|
(2,014
|
)
|
|||
Emerging & Other
|
29,964
|
|
|
29,964
|
|
|
—
|
|
|||
Corporate
|
(160,043
|
)
|
|
(160,043
|
)
|
|
—
|
|
|||
Total
|
$
|
565,137
|
|
|
$
|
562,524
|
|
|
$
|
2,613
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
757,747
|
|
|
$
|
755,741
|
|
|
$
|
2,006
|
|
Asset Category
|
Estimated
Useful Lives
|
Buildings and leasehold improvements
|
3 to 39 Years
|
Capitalized software and computer equipment
|
2 to 3 Years
|
Furniture and other equipment
|
3 to 12 Years
|
•
|
MTCH's October 1, 2019 market capitalization of $20.0 billion exceeded its carrying value by approximately $19.8 billion and MTCH's strong operating performance.
|
•
|
ANGI's October 1, 2019 market capitalization of $3.6 billion exceeded its carrying value by approximately $2.2 billion.
|
•
|
The Company prepared valuations of the Vimeo, Mosaic Group, Bluecrew and Nursefly reporting units primarily in connection with the issuance and/or settlement of equity awards that are denominated in the equity of these businesses subsequent to January 1, 2019. The valuations were prepared time proximate to, however, not as of, October 1, 2019. The fair value of each of these businesses was in excess of its October 1, 2019 carrying value.
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See "Note 6—Financial Instruments and Fair Value Measurements" for a discussion of fair value measurements made using Level 3 inputs.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
370,073
|
|
|
$
|
630,417
|
|
|
$
|
(52,606
|
)
|
Foreign
|
124,438
|
|
|
131,141
|
|
|
119,564
|
|
|||
Total
|
$
|
494,511
|
|
|
$
|
761,558
|
|
|
$
|
66,958
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
278
|
|
|
$
|
(2,849
|
)
|
|
$
|
(31,844
|
)
|
State
|
807
|
|
|
2,569
|
|
|
1,964
|
|
|||
Foreign
|
29,707
|
|
|
38,770
|
|
|
24,108
|
|
|||
Current income tax provision (benefit)
|
30,792
|
|
|
38,490
|
|
|
(5,772
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(52,985
|
)
|
|
(21,792
|
)
|
|
(255,477
|
)
|
|||
State
|
(25,128
|
)
|
|
172
|
|
|
(28,364
|
)
|
|||
Foreign
|
(1,988
|
)
|
|
(13,059
|
)
|
|
(1,437
|
)
|
|||
Deferred income tax benefit
|
(80,101
|
)
|
|
(34,679
|
)
|
|
(285,278
|
)
|
|||
Income tax (benefit) provision
|
$
|
(49,309
|
)
|
|
$
|
3,811
|
|
|
$
|
(291,050
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
340,472
|
|
|
$
|
291,639
|
|
Tax credit carryforwards
|
117,286
|
|
|
89,397
|
|
||
Stock-based compensation
|
79,108
|
|
|
82,698
|
|
||
Long-term lease liabilities
|
52,748
|
|
|
—
|
|
||
Other
|
71,328
|
|
|
53,631
|
|
||
Total deferred tax assets
|
660,942
|
|
|
517,365
|
|
||
Less valuation allowance
|
(129,620
|
)
|
|
(115,853
|
)
|
||
Net deferred tax assets
|
531,322
|
|
|
401,512
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Investment in subsidiaries
|
(235,920
|
)
|
|
(238,650
|
)
|
||
Intangible assets
|
(70,830
|
)
|
|
(77,669
|
)
|
||
Right-of-use assets
|
(39,226
|
)
|
|
—
|
|
||
Investment in Pinterest
|
—
|
|
|
(22,927
|
)
|
||
Other
|
(39,680
|
)
|
|
(21,080
|
)
|
||
Total deferred tax liabilities
|
(385,656
|
)
|
|
(360,326
|
)
|
||
Net deferred tax assets
|
$
|
145,666
|
|
|
$
|
41,186
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Income tax provision at the federal statutory rate of 21% (35% for 2017)
|
$
|
103,847
|
|
|
$
|
159,927
|
|
|
$
|
23,435
|
|
State income taxes, net of effect of federal tax benefit
|
6,146
|
|
|
16,794
|
|
|
782
|
|
|||
Stock-based compensation
|
(135,179
|
)
|
|
(129,654
|
)
|
|
(358,901
|
)
|
|||
Research credits
|
(33,377
|
)
|
|
(14,276
|
)
|
|
(6,947
|
)
|
|||
Realization of certain deferred tax assets
|
(9,281
|
)
|
|
(13,200
|
)
|
|
(3,133
|
)
|
|||
Foreign income taxed at a different statutory tax rate
|
(3,333
|
)
|
|
(3,206
|
)
|
|
(14,725
|
)
|
|||
Deferred tax adjustment for enacted changes in tax laws and rates
|
890
|
|
|
(7,488
|
)
|
|
705
|
|
|||
Non-deductible impairments for certain cost method investments
|
—
|
|
|
—
|
|
|
2,669
|
|
|||
Transition tax
|
—
|
|
|
(9,190
|
)
|
|
62,667
|
|
|||
Withholding taxes
|
7,304
|
|
|
5,165
|
|
|
562
|
|
|||
Other, net
|
13,674
|
|
|
(1,061
|
)
|
|
1,836
|
|
|||
Income tax (benefit) provision
|
$
|
(49,309
|
)
|
|
$
|
3,811
|
|
|
$
|
(291,050
|
)
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
48,875
|
|
|
$
|
36,732
|
|
|
$
|
38,372
|
|
Additions based on tax positions related to the current year
|
14,000
|
|
|
10,334
|
|
|
2,050
|
|
|||
Additions for tax positions of prior years
|
8,949
|
|
|
4,716
|
|
|
1,994
|
|
|||
Reductions for tax positions of prior years
|
(289
|
)
|
|
(400
|
)
|
|
(3,761
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expiration of applicable statutes of limitations
|
(1,302
|
)
|
|
(2,507
|
)
|
|
(1,923
|
)
|
|||
Balance at December 31
|
$
|
70,233
|
|
|
$
|
48,875
|
|
|
$
|
36,732
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Class A common stock
|
$
|
763,684
|
|
Cash consideration for holders who elected to receive $8.50 in cash per share of Angie's List common stock
|
1,913
|
|
|
Fair value of vested and pro rata portion of unvested stock options attributable to pre-combination services
|
11,749
|
|
|
Fair value of the pro rata portion of unvested restricted stock units attributable to pre-combination services
|
4,038
|
|
|
Total purchase price
|
$
|
781,384
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
44,270
|
|
Other current assets
|
11,280
|
|
|
Property and equipment
|
16,341
|
|
|
Goodwill
|
543,674
|
|
|
Intangible assets
|
317,300
|
|
|
Total assets
|
932,865
|
|
|
Deferred revenue
|
(32,595
|
)
|
|
Other current liabilities
|
(46,150
|
)
|
|
Long-term debt—related party
|
(61,498
|
)
|
|
Deferred income taxes
|
(9,833
|
)
|
|
Other long-term liabilities
|
(1,405
|
)
|
|
Net assets acquired
|
$
|
781,384
|
|
|
Angie's List
|
||||
|
(In thousands)
|
|
Weighted-Average Useful Life
(Years)
|
||
Indefinite-lived trade name and trademarks
|
$
|
137,000
|
|
|
Indefinite
|
Service professionals
|
90,500
|
|
|
3
|
|
Developed technology
|
63,900
|
|
|
6
|
|
Memberships
|
15,900
|
|
|
3
|
|
User base
|
10,000
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
317,300
|
|
|
|
|
Year Ended
December 31, 2017
|
||
|
(In thousands, except per share data)
|
||
Revenue
|
$
|
3,529,600
|
|
Net earnings attributable to IAC shareholders
|
$
|
364,496
|
|
Basic earnings per share attributable to IAC shareholders
|
$
|
4.55
|
|
Diluted earnings per share attributable to IAC shareholders
|
$
|
4.27
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
2,854,462
|
|
|
$
|
2,726,859
|
|
Intangible assets with indefinite lives
|
446,495
|
|
|
458,104
|
|
||
Intangible assets with definite lives, net of accumulated amortization
|
131,979
|
|
|
173,318
|
|
||
Total goodwill and intangible assets, net
|
$
|
3,432,936
|
|
|
$
|
3,358,281
|
|
|
Balance at
December 31, 2018 |
|
Additions
|
|
(Deductions)
|
|
Impairment
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2019 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,245,013
|
|
|
$
|
3,553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,726
|
)
|
|
$
|
1,239,840
|
|
ANGI Homeservices
|
892,800
|
|
|
18,326
|
|
|
(29,267
|
)
|
|
—
|
|
|
192
|
|
|
882,051
|
|
||||||
Vimeo
|
77,152
|
|
|
142,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,374
|
|
||||||
Applications:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Desktop
|
265,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,146
|
|
||||||
Mosaic Group
|
239,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
239,602
|
|
||||||
Total Applications
|
504,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
504,748
|
|
||||||
Emerging & Other
|
7,002
|
|
|
4,765
|
|
|
—
|
|
|
(3,318
|
)
|
|
—
|
|
|
8,449
|
|
||||||
Total
|
$
|
2,726,859
|
|
|
$
|
168,866
|
|
|
$
|
(29,267
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
(8,678
|
)
|
|
$
|
2,854,462
|
|
|
Balance at
December 31, 2017 |
|
Additions
|
|
(Deductions)
|
|
Transfers In/(Out)
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2018 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,247,899
|
|
|
$
|
11,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,073
|
)
|
|
$
|
1,245,013
|
|
ANGI Homeservices
|
768,317
|
|
|
142,768
|
|
|
(14,373
|
)
|
|
—
|
|
|
(3,912
|
)
|
|
892,800
|
|
||||||
Vimeo
|
77,303
|
|
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|
77,152
|
|
||||||
Applications:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Desktop
|
265,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,146
|
|
||||||
Mosaic Group
|
182,096
|
|
|
50,784
|
|
|
—
|
|
|
7,323
|
|
|
$
|
(457
|
)
|
|
239,746
|
|
|||||
Total Applications
|
447,242
|
|
|
50,784
|
|
|
—
|
|
|
7,323
|
|
|
(457
|
)
|
|
504,892
|
|
||||||
Emerging & Other
|
18,305
|
|
|
3,684
|
|
|
(7,664
|
)
|
|
(7,323
|
)
|
|
—
|
|
|
7,002
|
|
||||||
Total
|
$
|
2,559,066
|
|
|
$
|
208,423
|
|
|
$
|
(22,188
|
)
|
|
$
|
—
|
|
|
$
|
(18,442
|
)
|
|
$
|
2,726,859
|
|
|
December 31, 2019
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Technology
|
$
|
154,052
|
|
|
$
|
(79,358
|
)
|
|
$
|
74,694
|
|
|
4.6
|
Service professional relationships
|
99,651
|
|
|
(76,445
|
)
|
|
23,206
|
|
|
2.9
|
|||
Customer lists and user base
|
44,548
|
|
|
(24,488
|
)
|
|
20,060
|
|
|
3.3
|
|||
Trade names
|
19,074
|
|
|
(13,068
|
)
|
|
6,006
|
|
|
3.2
|
|||
Memberships
|
15,900
|
|
|
(11,940
|
)
|
|
3,960
|
|
|
3.0
|
|||
Other
|
13,952
|
|
|
(9,899
|
)
|
|
4,053
|
|
|
3.7
|
|||
Total
|
$
|
347,177
|
|
|
$
|
(215,198
|
)
|
|
$
|
131,979
|
|
|
3.8
|
|
December 31, 2018
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Technology
|
$
|
143,303
|
|
|
$
|
(53,199
|
)
|
|
$
|
90,104
|
|
|
4.7
|
Service professional relationships
|
99,528
|
|
|
(44,674
|
)
|
|
54,854
|
|
|
2.9
|
|||
Customer lists and user base
|
30,099
|
|
|
(15,126
|
)
|
|
14,973
|
|
|
2.9
|
|||
Memberships
|
15,900
|
|
|
(6,640
|
)
|
|
9,260
|
|
|
3.0
|
|||
Trade names
|
12,393
|
|
|
(9,393
|
)
|
|
3,000
|
|
|
3.3
|
|||
Other
|
8,500
|
|
|
(7,373
|
)
|
|
1,127
|
|
|
4.8
|
|||
Total
|
$
|
309,723
|
|
|
$
|
(136,405
|
)
|
|
$
|
173,318
|
|
|
3.8
|
Years Ending December 31,
|
(In thousands)
|
||
2020
|
$
|
63,844
|
|
2021
|
27,454
|
|
|
2022
|
22,781
|
|
|
2023
|
12,870
|
|
|
2024
|
1,766
|
|
|
Thereafter
|
3,264
|
|
|
Total
|
$
|
131,979
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Available-for-sale marketable debt securities
|
$
|
19,993
|
|
|
$
|
123,246
|
|
Marketable equity security
|
—
|
|
|
419
|
|
||
Total marketable securities
|
$
|
19,993
|
|
|
$
|
123,665
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial paper
|
$
|
19,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,993
|
|
Total available-for-sale marketable debt securities
|
$
|
19,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,993
|
|
|
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
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Proceeds from maturities of available-for-sale marketable debt securities
|
$
|
163,500
|
|
|
$
|
333,600
|
|
|
$
|
114,350
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Equity securities without readily determinable fair values
|
$
|
353,052
|
|
|
$
|
235,055
|
|
Total long-term investments
|
$
|
353,052
|
|
|
$
|
235,055
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Upward adjustments (gross unrealized gains)
|
$
|
19,698
|
|
|
$
|
128,986
|
|
Downward adjustments including impairments (gross unrealized losses)
|
(5,193
|
)
|
|
(4,931
|
)
|
||
Total
|
$
|
14,505
|
|
|
$
|
124,055
|
|
|
Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Realized gains, net, for equity securities sold
|
$
|
23,076
|
|
|
$
|
27,874
|
|
Unrealized gains, net, on equity securities held
|
14,505
|
|
|
124,170
|
|
||
Total gains recognized, net, in other income (expense), net
|
$
|
37,581
|
|
|
$
|
152,044
|
|
|
December 31, 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
|
$
|
2,164,576
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,164,576
|
|
Treasury discount notes
|
—
|
|
|
199,896
|
|
|
—
|
|
|
199,896
|
|
||||
Time deposits
|
—
|
|
|
128,075
|
|
|
—
|
|
|
128,075
|
|
||||
Commercial paper
|
—
|
|
|
29,960
|
|
|
—
|
|
|
29,960
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
19,993
|
|
|
—
|
|
|
19,993
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|||||||
Warrant
|
—
|
|
|
—
|
|
|
8,495
|
|
|
8,495
|
|
||||
Total
|
$
|
2,164,576
|
|
|
$
|
377,924
|
|
|
$
|
8,495
|
|
|
$
|
2,550,995
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,918
|
)
|
|
$
|
(6,918
|
)
|
|
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
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
Warrant
|
|
Contingent
Consideration Arrangements |
|
Contingent
Consideration Arrangements |
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
—
|
|
|
$
|
(28,631
|
)
|
|
$
|
(2,647
|
)
|
Fair value at date of acquisition
|
17,618
|
|
|
—
|
|
|
(25,521
|
)
|
|||
Total net (losses) gains:
|
|
|
|
|
|
||||||
Included in earnings:
|
|
|
|
|
|
||||||
Fair value adjustments
|
(9,123
|
)
|
|
19,739
|
|
|
(1,456
|
)
|
|||
Included in other comprehensive (loss) income
|
—
|
|
|
(14
|
)
|
|
45
|
|
|||
Settlements
|
—
|
|
|
1,988
|
|
|
948
|
|
|||
Balance at December 31
|
$
|
8,495
|
|
|
$
|
(6,918
|
)
|
|
$
|
(28,631
|
)
|
|
December 31, 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)
|
(3,121,572
|
)
|
|
(4,136,988
|
)
|
|
(2,245,548
|
)
|
|
(2,460,204
|
)
|
(a)
|
At December 31, 2019 and 2018, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $404.7 million and $88.9 million, respectively.
|
|
December 31,
|
||||||
|
2019
|
|
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
|
6,282
|
|
|
7,352
|
|
||
Less: unamortized debt issuance costs
|
15,235
|
|
|
11,737
|
|
||
Total MTCH debt, net
|
1,603,483
|
|
|
1,515,911
|
|
||
|
|
|
|
||||
ANGI Debt:
|
|
|
|
||||
ANGI Term Loan due November 5, 2023
|
247,500
|
|
|
261,250
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
1,804
|
|
|
2,529
|
|
||
Total ANGI debt, net
|
231,946
|
|
|
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
|
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
|
351,605
|
|
|
54,025
|
|
||
Less: unamortized debt issuance costs
|
29,752
|
|
|
13,298
|
|
||
Total IAC debt, net
|
1,286,143
|
|
|
484,666
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
3,121,572
|
|
|
$
|
2,245,548
|
|
Year
|
Percentage
|
|
2019
|
104.781
|
%
|
2020
|
103.188
|
%
|
2021
|
101.594
|
%
|
2022 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2022
|
102.500
|
%
|
2023
|
101.667
|
%
|
2024
|
100.833
|
%
|
2025 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2024
|
102.813
|
%
|
2025
|
101.875
|
%
|
2026
|
100.938
|
%
|
2027 and thereafter
|
100.000
|
%
|
|
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
|
||||||
December 31, 2019
|
|
|
|
|
|
|
||||||
Liability component:
|
|
|
|
|
|
|
||||||
Principal
|
|
$
|
517,500
|
|
|
$
|
575,000
|
|
|
$
|
575,000
|
|
Less: unamortized original issue discount
|
|
40,768
|
|
|
129,037
|
|
|
181,800
|
|
|||
Net carrying value of the liability component
|
|
$
|
476,732
|
|
|
$
|
445,963
|
|
|
$
|
393,200
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
||||||||||
|
|
2022 Exchangeable Notes
|
|
2026 Exchangeable Notes
|
|
2030 Exchangeable Notes
|
||||||
Contractual interest expense
|
|
$
|
4,528
|
|
|
$
|
2,963
|
|
|
$
|
6,772
|
|
Amortization of original issue discount
|
|
13,256
|
|
|
9,759
|
|
|
7,413
|
|
|||
Amortization of debt issuance costs
|
|
2,981
|
|
|
758
|
|
|
420
|
|
|||
Total interest expense recognized
|
|
$
|
20,765
|
|
|
$
|
13,480
|
|
|
$
|
14,605
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
Year Ended December 31, 2018
|
|
||||||||||
|
|
2022 Exchangeable Notes
|
|
|
|
|
||||||
Contractual interest expense
|
|
$
|
4,528
|
|
|
|
|
|
||||
Amortization of original issue discount
|
|
13,134
|
|
|
|
|
|
|||||
Amortization of debt issuance costs
|
|
3,489
|
|
|
|
|
|
|||||
Total interest expense recognized
|
|
$
|
21,151
|
|
|
|
|
|
|
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
|
|
Years Ending December 31,
|
(In thousands)
|
||
2020
|
$
|
13,750
|
|
2021
|
13,750
|
|
|
2022
|
970,000
|
|
|
2023
|
192,500
|
|
|
2024
|
400,000
|
|
|
Thereafter
|
1,950,000
|
|
|
Total
|
3,540,000
|
|
|
Less: current portion of long-term debt
|
13,750
|
|
|
Less: unamortized original issue discount
|
357,887
|
|
|
Less: unamortized debt issuance costs
|
46,791
|
|
|
Total long-term debt, net
|
$
|
3,121,572
|
|
|
Year Ended December 31, 2019
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(128,726
|
)
|
|
$
|
4
|
|
|
$
|
(128,722
|
)
|
Other comprehensive loss
|
(7,938
|
)
|
|
(4
|
)
|
|
(7,942
|
)
|
|||
Net current period other comprehensive loss
|
(7,938
|
)
|
|
(4
|
)
|
|
(7,942
|
)
|
|||
Allocation of accumulated other comprehensive loss related to noncontrolling interests
|
315
|
|
|
—
|
|
|
315
|
|
|||
Balance at December 31
|
$
|
(136,349
|
)
|
|
$
|
—
|
|
|
$
|
(136,349
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
Other comprehensive (loss) income before reclassifications
|
(25,230
|
)
|
|
4
|
|
|
(25,226
|
)
|
|||
Amounts reclassified to earnings
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net current period other comprehensive (loss) income
|
(25,282
|
)
|
|
4
|
|
|
(25,278
|
)
|
|||
Allocation of accumulated other comprehensive loss related to noncontrolling interests
|
124
|
|
|
—
|
|
|
124
|
|
|||
Balance at December 31
|
$
|
(128,726
|
)
|
|
$
|
4
|
|
|
$
|
(128,722
|
)
|
|
Year Ended December 31, 2017
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(170,149
|
)
|
|
$
|
4,026
|
|
|
$
|
(166,123
|
)
|
Other comprehensive income before reclassifications
|
65,799
|
|
|
7
|
|
|
65,806
|
|
|||
Amounts reclassified to earnings
|
673
|
|
|
(4,033
|
)
|
|
(3,360
|
)
|
|||
Net current period other comprehensive income (loss)
|
66,472
|
|
|
(4,026
|
)
|
|
62,446
|
|
|||
Allocation of accumulated other comprehensive loss related to noncontrolling interests
|
109
|
|
|
—
|
|
|
109
|
|
|||
Balance at December 31
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
$
|
543,820
|
|
|
$
|
543,820
|
|
|
$
|
757,747
|
|
|
$
|
757,747
|
|
|
$
|
358,008
|
|
|
$
|
358,008
|
|
Net earnings attributable to noncontrolling interests
|
(112,689
|
)
|
|
(112,689
|
)
|
|
(130,786
|
)
|
|
(130,786
|
)
|
|
(53,084
|
)
|
|
(53,084
|
)
|
||||||
Impact from public subsidiaries' dilutive securities(a)
|
—
|
|
|
(26,063
|
)
|
|
—
|
|
|
(25,228
|
)
|
|
—
|
|
|
(33,531
|
)
|
||||||
Net earnings attributable to IAC shareholders
|
$
|
431,131
|
|
|
$
|
405,068
|
|
|
$
|
626,961
|
|
|
$
|
601,733
|
|
|
$
|
304,924
|
|
|
$
|
271,393
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average basic shares outstanding
|
84,261
|
|
|
84,261
|
|
|
83,407
|
|
|
83,407
|
|
|
80,089
|
|
|
80,089
|
|
||||||
Dilutive securities(a) (b) (c) (d) (e)
|
—
|
|
|
5,782
|
|
|
—
|
|
|
7,915
|
|
|
—
|
|
|
5,221
|
|
||||||
Denominator for earnings per share—weighted average shares(a) (b) (c) (d) (e)
|
84,261
|
|
|
90,043
|
|
|
83,407
|
|
|
91,322
|
|
|
80,089
|
|
|
85,310
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||||||||||
Earnings per share
|
$
|
5.12
|
|
|
$
|
4.50
|
|
|
$
|
7.52
|
|
|
$
|
6.59
|
|
|
$
|
3.81
|
|
|
$
|
3.18
|
|
(a)
|
IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the years ended December 31, 2019 and 2017, it is more dilutive for MTCH to settle these MTCH equity awards. For the year ended December 31, 2018, it is more dilutive for IAC to settle these MTCH equity awards. For the years ended December 31, 2019, 2018 and 2017, it is more dilutive for IAC to settle these 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 ("RSUs"). For the years ended December 31, 2019, 2018 and 2017, 11.1 million, 3.5 million, and 6.9 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
(c)
|
Market-based awards and performance-based stock units ("PSUs") are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2019, 2018 and 2017, 0.2 million, 0.1 million and 0.1 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 $223.89 and $167.61 for the years ended December 31, 2019 and 2018, respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 1.1 million and 0.3 million shares, respectively. For the year ended December 31, 2017, the 2022 Exchangeable Notes were anti-dilutive as the average price of IAC common stock was $100.54.
|
(e)
|
See "Note 11—Stock-based Compensation" for additional information on equity instruments denominated in the shares of certain subsidiaries.
|
|
December 31, 2019
|
|||||||||||
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
|||||
|
(Shares and intrinsic value in thousands)
|
|||||||||||
Options outstanding at January 1, 2019
|
5,814
|
|
|
$
|
62.97
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(911
|
)
|
|
53.41
|
|
|
|
|
|
|
||
Forfeited
|
(15
|
)
|
|
101.01
|
|
|
|
|
|
|
||
Expired
|
(1
|
)
|
|
124.29
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2019
|
4,887
|
|
|
$
|
64.63
|
|
|
5.3
|
|
$
|
901,629
|
|
Options exercisable
|
3,851
|
|
|
$
|
62.83
|
|
|
4.9
|
|
$
|
717,388
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Outstanding at
December 31, 2019 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
|
Exercisable at
December 31, 2019 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
||||||
|
(Shares in thousands)
|
||||||||||||||||
$20.01 to $30.00
|
3
|
|
|
0.1
|
|
$
|
21.60
|
|
|
3
|
|
|
0.1
|
|
$
|
21.60
|
|
$30.01 to $40.00
|
363
|
|
|
1.3
|
|
32.39
|
|
|
363
|
|
|
1.3
|
|
32.39
|
|
||
$40.01 to $50.00
|
1,124
|
|
|
5.2
|
|
42.96
|
|
|
840
|
|
|
4.8
|
|
43.32
|
|
||
$50.01 to $60.00
|
142
|
|
|
2.2
|
|
59.89
|
|
|
141
|
|
|
2.2
|
|
59.90
|
|
||
$60.01 to $70.00
|
916
|
|
|
5.4
|
|
65.87
|
|
|
796
|
|
|
5.1
|
|
65.97
|
|
||
$70.01 to $80.00
|
1,755
|
|
|
6.4
|
|
75.29
|
|
|
1,206
|
|
|
6.0
|
|
74.99
|
|
||
$80.01 to $90.00
|
500
|
|
|
5.3
|
|
84.31
|
|
|
500
|
|
|
5.3
|
|
84.31
|
|
||
Greater than $90.01
|
84
|
|
|
8.2
|
|
150.23
|
|
|
2
|
|
|
7.6
|
|
104.13
|
|
||
|
4,887
|
|
|
5.3
|
|
$
|
64.63
|
|
|
3,851
|
|
|
4.9
|
|
$
|
62.83
|
|
|
Years Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Expected volatility
|
27
|
%
|
|
29
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
2.0
|
%
|
Expected term
|
6.2 years
|
|
|
5.2 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
RSUs
|
|
MSUs
|
|
PSUs
|
|||||||||||||||
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value |
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value |
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value |
|||||||||
|
(Shares in thousands)
|
|||||||||||||||||||
Unvested at January 1, 2019
|
459
|
|
|
$
|
115.12
|
|
|
—
|
|
|
$
|
—
|
|
|
113
|
|
|
$
|
76.00
|
|
Granted
|
63
|
|
|
220.77
|
|
|
159
|
|
|
153.43
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(304
|
)
|
|
118.25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(16
|
)
|
|
194.10
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
76.00
|
|
|||
Unvested at December 31, 2019
|
202
|
|
|
$
|
132.37
|
|
|
159
|
|
|
$
|
153.43
|
|
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Match Group
|
$
|
2,051,258
|
|
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
ANGI Homeservices
|
1,326,205
|
|
|
1,132,241
|
|
|
736,386
|
|
|||
Vimeo
|
196,015
|
|
|
159,641
|
|
|
103,332
|
|
|||
Dotdash
|
167,594
|
|
|
130,991
|
|
|
90,890
|
|
|||
Applications
|
519,459
|
|
|
582,287
|
|
|
577,998
|
|
|||
Emerging & Other
|
496,832
|
|
|
528,250
|
|
|
468,589
|
|
|||
Inter-segment elimination
|
(308
|
)
|
|
(368
|
)
|
|
(617
|
)
|
|||
Total
|
$
|
4,757,055
|
|
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Match Group
|
|
|
|
|
|
||||||
Direct revenue:
|
|
|
|
|
|
||||||
North America
|
$
|
1,024,161
|
|
|
$
|
902,478
|
|
|
$
|
741,334
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
International
|
983,013
|
|
|
774,693
|
|
|
539,915
|
|
|||
Total Direct revenue
|
2,007,174
|
|
|
1,677,171
|
|
|
1,281,249
|
|
|||
Indirect revenue (principally advertising revenue)
|
44,084
|
|
|
52,679
|
|
|
49,412
|
|
|||
Total Match Group revenue
|
$
|
2,051,258
|
|
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
|
|
|
|
|
||||||
Supplemental information on Direct revenue
|
|
|
|
|
|
||||||
Tinder
|
$
|
1,152,045
|
|
|
$
|
805,316
|
|
|
$
|
403,216
|
|
Other brands
|
855,129
|
|
|
871,855
|
|
|
878,033
|
|
|||
Total Direct revenue
|
$
|
2,007,174
|
|
|
$
|
1,677,171
|
|
|
$
|
1,281,249
|
|
|
|
|
|
|
|
||||||
ANGI Homeservices
|
|
|
|
|
|
||||||
Marketplace:
|
|
|
|
|
|
||||||
Consumer connection revenue
|
$
|
913,533
|
|
|
$
|
704,341
|
|
|
$
|
521,481
|
|
Service professional membership subscription revenue
|
64,706
|
|
|
66,214
|
|
|
56,135
|
|
|||
Other revenue
|
6,971
|
|
|
3,940
|
|
|
3,798
|
|
|||
Total Marketplace revenue
|
985,210
|
|
|
774,495
|
|
|
581,414
|
|
|||
Advertising and other revenue
|
264,682
|
|
|
287,676
|
|
|
97,483
|
|
|||
Total North America revenue
|
1,249,892
|
|
|
1,062,171
|
|
|
678,897
|
|
|||
Consumer connection revenue
|
59,611
|
|
|
50,913
|
|
|
40,009
|
|
|||
Service professional membership subscription revenue
|
14,231
|
|
|
17,362
|
|
|
16,596
|
|
|||
Advertising and other revenue
|
2,471
|
|
|
1,795
|
|
|
884
|
|
|||
Total Europe revenue
|
76,313
|
|
|
70,070
|
|
|
57,489
|
|
|||
Total ANGI Homeservices revenue
|
$
|
1,326,205
|
|
|
$
|
1,132,241
|
|
|
$
|
736,386
|
|
|
|
|
|
|
|
||||||
Vimeo
|
|
|
|
|
|
||||||
Platform revenue
|
$
|
193,736
|
|
|
$
|
146,665
|
|
|
$
|
99,650
|
|
Hardware revenue
|
2,279
|
|
|
12,976
|
|
|
3,682
|
|
|||
Total Vimeo revenue
|
$
|
196,015
|
|
|
$
|
159,641
|
|
|
$
|
103,332
|
|
|
|
|
|
|
|
||||||
Dotdash
|
|
|
|
|
|
||||||
Display advertising revenue
|
$
|
126,487
|
|
|
$
|
103,704
|
|
|
$
|
76,316
|
|
Performance marketing revenue
|
41,107
|
|
|
27,287
|
|
|
14,574
|
|
|||
Total Dotdash revenue
|
$
|
167,594
|
|
|
$
|
130,991
|
|
|
$
|
90,890
|
|
|
|
|
|
|
|
||||||
Applications
|
|
|
|
|
|
||||||
Desktop:
|
|
|
|
|
|
||||||
Advertising revenue:
|
|
|
|
|
|
||||||
Google advertising revenue
|
$
|
291,215
|
|
|
$
|
426,964
|
|
|
$
|
480,774
|
|
Non-Google advertising revenue
|
13,162
|
|
|
10,992
|
|
|
6,762
|
|
|||
Total advertising revenue
|
304,377
|
|
|
437,956
|
|
|
487,536
|
|
|||
Subscription and other revenue
|
15,858
|
|
|
20,815
|
|
|
34,613
|
|
|||
Total Desktop revenue
|
320,235
|
|
|
458,771
|
|
|
522,149
|
|
|||
Mosaic Group:
|
|
|
|
|
|
||||||
Subscription and other revenue
|
189,878
|
|
|
104,975
|
|
|
27,980
|
|
|||
Advertising revenue
|
9,346
|
|
|
18,541
|
|
|
27,869
|
|
|||
Total Mosaic Group revenue
|
199,224
|
|
|
123,516
|
|
|
55,849
|
|
|||
Total Applications revenue
|
$
|
519,459
|
|
|
$
|
582,287
|
|
|
$
|
577,998
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Emerging & Other
|
|
|
|
|
|
||||||
Advertising revenue:
|
|
|
|
|
|
||||||
Google advertising revenue
|
$
|
391,709
|
|
|
$
|
357,752
|
|
|
$
|
225,576
|
|
Non-Google advertising revenue
|
45,750
|
|
|
66,733
|
|
|
53,911
|
|
|||
Total advertising revenue
|
437,459
|
|
|
424,485
|
|
|
279,487
|
|
|||
Other revenue
|
59,373
|
|
|
103,765
|
|
|
169,497
|
|
|||
Test preparation revenue
|
—
|
|
|
—
|
|
|
19,605
|
|
|||
Total Emerging & Other revenue
|
$
|
496,832
|
|
|
$
|
528,250
|
|
|
$
|
468,589
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
3,070,487
|
|
|
$
|
2,824,928
|
|
|
$
|
2,323,050
|
|
All other countries
|
1,686,568
|
|
|
1,437,964
|
|
|
984,189
|
|
|||
Total
|
$
|
4,757,055
|
|
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
345,937
|
|
|
$
|
289,756
|
|
All other countries
|
25,416
|
|
|
29,044
|
|
||
Total
|
$
|
371,353
|
|
|
$
|
318,800
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Match Group
|
$
|
648,531
|
|
|
$
|
553,294
|
|
|
$
|
360,517
|
|
ANGI Homeservices
|
38,645
|
|
|
63,906
|
|
|
(149,176
|
)
|
|||
Vimeo
|
(51,921
|
)
|
|
(35,594
|
)
|
|
(27,328
|
)
|
|||
Dotdash
|
29,021
|
|
|
18,778
|
|
|
(15,694
|
)
|
|||
Applications
|
113,569
|
|
|
94,834
|
|
|
130,176
|
|
|||
Emerging & Other
|
(13,012
|
)
|
|
29,964
|
|
|
17,412
|
|
|||
Corporate
|
(183,500
|
)
|
|
(160,043
|
)
|
|
(127,441
|
)
|
|||
Total
|
$
|
581,333
|
|
|
$
|
565,139
|
|
|
$
|
188,466
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA:(a)
|
|
|
|
|
|
||||||
Match Group
|
$
|
779,432
|
|
|
$
|
653,931
|
|
|
$
|
468,941
|
|
ANGI Homeservices
|
$
|
202,297
|
|
|
$
|
247,506
|
|
|
$
|
37,858
|
|
Vimeo
|
$
|
(41,790
|
)
|
|
$
|
(28,045
|
)
|
|
$
|
(23,607
|
)
|
Dotdash
|
$
|
39,601
|
|
|
$
|
21,384
|
|
|
$
|
(2,763
|
)
|
Applications
|
$
|
103,551
|
|
|
$
|
131,837
|
|
|
$
|
136,757
|
|
Emerging & Other
|
$
|
(7,756
|
)
|
|
$
|
36,178
|
|
|
$
|
25,862
|
|
Corporate
|
$
|
(88,640
|
)
|
|
$
|
(74,017
|
)
|
|
$
|
(67,755
|
)
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||||||
|
Operating
Income (Loss) |
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles |
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill Impairment
|
|
Adjusted EBITDA
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
648,531
|
|
|
$
|
89,724
|
|
|
$
|
32,450
|
|
|
$
|
8,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
779,432
|
|
ANGI Homeservices
|
38,645
|
|
|
$
|
68,255
|
|
|
$
|
39,915
|
|
|
$
|
55,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202,297
|
|
|
Vimeo
|
(51,921
|
)
|
|
$
|
—
|
|
|
$
|
478
|
|
|
$
|
9,653
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(41,790
|
)
|
|
Dotdash
|
29,021
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
$
|
9,606
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,601
|
|
|
Applications
|
113,569
|
|
|
$
|
—
|
|
|
$
|
1,443
|
|
|
$
|
8,277
|
|
|
$
|
(19,738
|
)
|
|
$
|
—
|
|
|
$
|
103,551
|
|
|
Emerging & Other
|
(13,012
|
)
|
|
$
|
—
|
|
|
$
|
1,088
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
3,318
|
|
|
$
|
(7,756
|
)
|
|
Corporate
|
(183,500
|
)
|
|
$
|
82,809
|
|
|
$
|
12,051
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(88,640
|
)
|
|
Total
|
581,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest expense
|
(153,563
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net
|
66,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings before income taxes
|
494,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefit
|
49,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings
|
543,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to noncontrolling interests
|
(112,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to IAC shareholders
|
$
|
431,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 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
|
$
|
553,294
|
|
|
$
|
66,031
|
|
|
$
|
32,968
|
|
|
$
|
1,318
|
|
|
$
|
320
|
|
|
$
|
653,931
|
|
ANGI Homeservices
|
63,906
|
|
|
$
|
97,078
|
|
|
$
|
24,310
|
|
|
$
|
62,212
|
|
|
$
|
—
|
|
|
$
|
247,506
|
|
|
Vimeo
|
(35,594
|
)
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
6,349
|
|
|
$
|
—
|
|
|
$
|
(28,045
|
)
|
|
Dotdash
|
18,778
|
|
|
$
|
—
|
|
|
$
|
969
|
|
|
$
|
1,637
|
|
|
$
|
—
|
|
|
$
|
21,384
|
|
|
Applications
|
94,834
|
|
|
$
|
—
|
|
|
$
|
2,601
|
|
|
$
|
33,266
|
|
|
1,136
|
|
|
$
|
131,837
|
|
||
Emerging & Other
|
29,964
|
|
|
$
|
919
|
|
|
$
|
1,678
|
|
|
$
|
3,617
|
|
|
$
|
—
|
|
|
$
|
36,178
|
|
|
Corporate
|
(160,043
|
)
|
|
$
|
74,392
|
|
|
$
|
11,634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(74,017
|
)
|
|
Total
|
565,139
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(109,327
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
305,746
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
761,558
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(3,811
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
757,747
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(130,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
626,961
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
360,517
|
|
|
$
|
69,090
|
|
|
$
|
32,613
|
|
|
$
|
1,468
|
|
|
$
|
5,253
|
|
|
$
|
468,941
|
|
ANGI Homeservices
|
(149,176
|
)
|
|
$
|
149,230
|
|
|
$
|
14,543
|
|
|
$
|
23,261
|
|
|
$
|
—
|
|
|
$
|
37,858
|
|
|
Vimeo
|
(27,328
|
)
|
|
$
|
—
|
|
|
$
|
1,408
|
|
|
$
|
2,313
|
|
|
$
|
—
|
|
|
$
|
(23,607
|
)
|
|
Dotdash
|
(15,694
|
)
|
|
$
|
—
|
|
|
$
|
2,255
|
|
|
$
|
10,676
|
|
|
$
|
—
|
|
|
$
|
(2,763
|
)
|
|
Applications
|
130,176
|
|
|
$
|
—
|
|
|
$
|
3,863
|
|
|
$
|
2,170
|
|
|
$
|
548
|
|
|
$
|
136,757
|
|
|
Emerging & Other
|
17,412
|
|
|
$
|
2,130
|
|
|
$
|
4,065
|
|
|
$
|
2,255
|
|
|
$
|
—
|
|
|
$
|
25,862
|
|
|
Corporate
|
(127,441
|
)
|
|
$
|
44,168
|
|
|
$
|
15,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(67,755
|
)
|
|
Total
|
188,466
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(105,295
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other expense, net
|
(16,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
66,958
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
291,050
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
358,008
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(53,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
304,924
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Match Group
|
$
|
38,754
|
|
|
$
|
30,954
|
|
|
$
|
28,833
|
|
ANGI Homeservices
|
68,804
|
|
|
46,976
|
|
|
26,837
|
|
|||
Vimeo
|
2,801
|
|
|
209
|
|
|
109
|
|
|||
Dotdash
|
—
|
|
|
102
|
|
|
825
|
|
|||
Applications
|
85
|
|
|
111
|
|
|
227
|
|
|||
Emerging & Other
|
345
|
|
|
1,119
|
|
|
852
|
|
|||
Corporate
|
25,863
|
|
|
6,163
|
|
|
17,840
|
|
|||
Total
|
$
|
136,652
|
|
|
$
|
85,634
|
|
|
$
|
75,523
|
|
Leases
|
|
Balance Sheet Classification
|
|
December 31, 2019
|
||
|
|
|
|
(In thousands)
|
||
Assets:
|
|
|
|
|
||
Right-of-use assets
|
|
Right-of-use assets, net
|
|
$
|
167,801
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
33,118
|
|
|
Long-term lease liabilities
|
|
Other long-term liabilities
|
|
190,772
|
|
|
Total lease liabilities
|
|
|
|
$
|
223,890
|
|
Lease Cost
|
|
Income Statement Classification
|
|
Year Ended December 31, 2019
|
||
|
|
|
|
(In thousands)
|
||
Fixed lease cost
|
|
Cost of revenue
|
|
$
|
4,106
|
|
Fixed lease cost
|
|
Selling and marketing expense
|
|
10,641
|
|
|
Fixed lease cost
|
|
General and administrative expense
|
|
34,639
|
|
|
Fixed lease cost
|
|
Product development expense
|
|
1,541
|
|
|
Total fixed lease cost(a)
|
|
|
|
50,927
|
|
|
Variable lease cost
|
|
Cost of revenue
|
|
441
|
|
|
Variable lease cost
|
|
Selling and marketing expense
|
|
1,573
|
|
|
Variable lease cost
|
|
General and administrative expense
|
|
7,853
|
|
|
Variable lease cost
|
|
Product development expense
|
|
391
|
|
|
Total variable lease cost
|
|
|
|
10,258
|
|
|
Net lease cost
|
|
|
|
$
|
61,185
|
|
Years Ended December 31,
|
|
|
||
2020
|
|
$
|
43,902
|
|
2021
|
|
40,567
|
|
|
2022
|
|
32,135
|
|
|
2023
|
|
28,607
|
|
|
2024
|
|
25,594
|
|
|
Thereafter
|
|
226,734
|
|
|
Total
|
|
397,539
|
|
|
Less: Interest
|
|
173,649
|
|
|
Present value of lease liabilities
|
|
$
|
223,890
|
|
|
|
Year Ended December 31, 2019
|
||
|
|
(In thousands)
|
||
Other information:
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities
|
|
$
|
66,408
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
49,117
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
|
Total
Amounts
Committed
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
119,116
|
|
|
$
|
81,423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,539
|
|
•
|
A Master Transaction Agreement, under which MTCH agrees to assume all of the assets and liabilities related to its business and agrees to indemnify IAC against any losses arising out of any breach by MTCH of the Master Transaction Agreement or other IPO related agreements;
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of MTCH common stock and (ii) anti-dilution rights with respect to MTCH common stock;
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and MTCH after the IPO with respect to a range of compensation (including stock-based compensation) and benefit issues;
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and MTCH with respect to tax liabilities and benefits, entitlement to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes; and
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to MTCH, including, among others, (i) assistance with certain legal, finance, internal audit, treasury, information technology support, insurance and tax affairs, including assistance with certain public company reporting obligations; (ii) payroll processing services; (iii) tax compliance services; and (iv) such other services as to which IAC and MTCH may agree, and MTCH agrees to provide IAC informational technology services and such other services as to which IAC and MTCH may agree.
|
•
|
A Contribution Agreement under which the Company separated its HomeAdvisor business from its other businesses and caused the HomeAdvisor business to be transferred to ANGI prior to the Combination. Under the Contribution
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of ANGI common stock owned by IAC; (ii) anti-dilution rights with respect to ANGI common stock; and (iii) specified board matters with respect to designation of ANGI directors;
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to ANGI, including, among others, (i) assistance with certain legal, M&A, human resources, finance, risk management, internal audit and treasury functions, health and wellness, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations; (ii) accounting, controllership and payroll processing services; (iii) investor relations services; (iv) tax compliance services; and (v) such other services as to which IAC and ANGI may agree.
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and ANGI with respect to tax matters, including taxes attributable to ANGI, entitlement to refunds, allocation of tax attributes, preparation of tax returns, certain tax elections, control of tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes; and
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and ANGI after the closing of the Combination with respect to a range of compensation (including stock-based compensation) and benefit issues. Pursuant to this agreement, the Compensation Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards in the event of a distribution of ANGI capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes. Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of ANGI Class A Common Stock, which ANGI would be obligated to assume and which would be dilutive to ANGI's stockholders.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
97,609
|
|
|
$
|
55,586
|
|
Capitalized costs to obtain a contract with a customer
|
71,548
|
|
|
69,817
|
|
||
Capitalized downloadable search toolbar costs, net
|
21,985
|
|
|
33,365
|
|
||
Income taxes receivable
|
9,308
|
|
|
10,132
|
|
||
Other
|
48,917
|
|
|
59,353
|
|
||
Other current assets
|
$
|
249,367
|
|
|
$
|
228,253
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Property and equipment, net:
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
270,509
|
|
|
$
|
249,026
|
|
Capitalized software and computer equipment
|
268,927
|
|
|
229,083
|
|
||
Furniture and other equipment
|
93,082
|
|
|
86,694
|
|
||
Land
|
11,591
|
|
|
11,591
|
|
||
Projects in progress
|
51,603
|
|
|
29,204
|
|
||
Property and equipment
|
695,712
|
|
|
605,598
|
|
||
Accumulated depreciation and amortization
|
(324,359
|
)
|
|
(286,798
|
)
|
||
Property and equipment, net
|
$
|
371,353
|
|
|
$
|
318,800
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
153,705
|
|
|
$
|
137,583
|
|
Accrued advertising expense
|
91,470
|
|
|
105,520
|
|
||
Other
|
256,828
|
|
|
191,783
|
|
||
Accrued expenses and other current liabilities
|
$
|
502,003
|
|
|
$
|
434,886
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net
|
$
|
66,741
|
|
|
$
|
305,746
|
|
|
$
|
(16,213
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
3,139,295
|
|
|
$
|
2,131,632
|
|
|
$
|
1,630,809
|
|
|
$
|
1,329,187
|
|
Restricted cash included in other current assets
|
654
|
|
|
1,633
|
|
|
2,873
|
|
|
20,464
|
|
||||
Restricted cash included in other assets
|
409
|
|
|
420
|
|
|
—
|
|
|
10,548
|
|
||||
Total cash and cash equivalents and restricted cash as shown on the consolidated statement of cash flows
|
$
|
3,140,358
|
|
|
$
|
2,133,685
|
|
|
$
|
1,633,682
|
|
|
$
|
1,360,199
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
96,730
|
|
|
$
|
90,485
|
|
|
$
|
92,461
|
|
Income tax payments
|
39,515
|
|
|
45,154
|
|
|
35,598
|
|
|||
Income tax refunds
|
(5,436
|
)
|
|
(33,698
|
)
|
|
(42,025
|
)
|
|
Quarter Ended
March 31 (a)
|
|
Quarter Ended
June 30 (a)
|
|
Quarter Ended
September 30 (a)
|
|
Quarter Ended
December 31(a)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,105,843
|
|
|
$
|
1,186,658
|
|
|
$
|
1,246,874
|
|
|
$
|
1,217,680
|
|
Cost of revenue
|
260,071
|
|
|
276,389
|
|
|
296,385
|
|
|
294,575
|
|
||||
Operating income
|
79,873
|
|
|
154,310
|
|
|
185,852
|
|
|
161,298
|
|
||||
Net earnings
|
112,985
|
|
|
146,791
|
|
|
159,772
|
|
|
124,272
|
|
||||
Net earnings attributable to IAC shareholders
|
88,695
|
|
|
113,467
|
|
|
128,544
|
|
|
100,425
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings per share(f)
|
$
|
1.06
|
|
|
$
|
1.35
|
|
|
$
|
1.52
|
|
|
$
|
1.19
|
|
Diluted earnings per share(f)
|
$
|
0.91
|
|
|
$
|
1.19
|
|
|
$
|
1.35
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
March 31(b)
|
|
Quarter Ended
June 30(c)
|
|
Quarter Ended
September 30(d)
|
|
Quarter Ended
December 31(e)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
995,075
|
|
|
$
|
1,059,122
|
|
|
$
|
1,104,592
|
|
|
$
|
1,104,103
|
|
Cost of revenue
|
201,962
|
|
|
218,224
|
|
|
237,238
|
|
|
253,722
|
|
||||
Operating income
|
89,950
|
|
|
168,437
|
|
|
172,832
|
|
|
133,920
|
|
||||
Net earnings
|
87,839
|
|
|
280,854
|
|
|
171,577
|
|
|
217,477
|
|
||||
Net earnings attributable to IAC shareholders
|
71,082
|
|
|
218,353
|
|
|
145,774
|
|
|
191,752
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings per share(f)
|
$
|
0.86
|
|
|
$
|
2.61
|
|
|
$
|
1.75
|
|
|
$
|
2.29
|
|
Diluted earnings per share(f)
|
$
|
0.71
|
|
|
$
|
2.32
|
|
|
$
|
1.49
|
|
|
$
|
2.04
|
|
(a)
|
The first, second, third and fourth quarters of 2019 include after-tax stock-based compensation expense of $2.2 million, $1.9 million, $1.7 million, and $1.7 million, respectively, related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination.
|
(b)
|
The first quarter of 2018 includes after-tax stock-based compensation expense of $14.6 million related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination, as well as after-tax costs of $4.1 million related to the Combination (including $2.8 million of deferred revenue write-offs).
|
(c)
|
The second quarter of 2018 includes:
|
i.
|
after-tax stock-based compensation expense of $12.8 million related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination, as well as after-tax costs of $2.0 million related to the Combination (including $1.8 million of deferred revenue write-offs).
|
ii.
|
after-tax realized and unrealized gains of $133.3 million related to the sale of a certain equity investment.
|
(d)
|
The third quarter of 2018 includes after-tax stock-based compensation expense of $12.3 million related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination.
|
(e)
|
The fourth quarter of 2018 includes:
|
i.
|
after-tax stock-based compensation expense of $14.4 million related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination.
|
ii.
|
combined after-tax gains of $92.5 million related to the sales of Dictionary.com, Electus, Felix and CityGrid.
|
iii.
|
after-tax impairment charges related to indefinite-lived intangible assets of $21.3 million.
|
(f)
|
Quarterly per share amounts may not add to the related annual per share amount because of differences in the average common shares outstanding during each period.
|
Schedule
Number
|
|
|
II
|
|
Valuation and Qualifying Accounts.
|
Exhibit
No.
|
|
Description
|
|
Location
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie’s List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.
|
|
|
2.2
|
|
|
Transaction Agreement, dated as of December 19, 2019, by and among IAC/InterActiveCorp, Match Group, Inc., IAC Holdings, Inc. and Valentine Merger Sub Inc.
|
|
|
2.3
|
|
|
Agreement and Plan or Merger by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. and Care.com, Inc., dated December 20, 2019.
|
|
|
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.
|
|
|
|
|
Description of Securities(1).
|
|
|
|
4.2
|
|
|
Indenture for 0.875% Senior Exchangeable Notes due 2022, dated as of October 2, 2017, among IAC FinanceCo, Inc., IAC/InterActiveCorp and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.3
|
|
|
Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.4
|
|
|
Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.5
|
|
|
Indenture for 6.375% Senior Notes, dated June 1, 2016, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.6
|
|
|
Indenture for 5.00% Senior Notes, dated as of December 4, 2017, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.7
|
|
|
Indenture for 5.625% Senior Notes, dated as of February 15, 2019, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
4.8
|
|
|
Registration Rights Agreement, dated as of October 2, 2017, among IAC/InterActiveCorp, IAC FinanceCo, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
|
|
|
4.9
|
|
|
Registration Rights Agreement, dated as of May 28, 2019, among IAC/InterActiveCorp, IAC FinanceCo 2, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
|
|
|
4.10
|
|
|
Registration Rights Agreement, dated as of May 28, 2019, among IAC/InterActiveCorp, IAC FinanceCo 3, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
|
|
|
10.1
|
|
|
Amended and Restated Governance Agreement, dated as of August 9, 2005, among the Registrant, Liberty Media Corporation and Barry Diller.
|
|
|
10.2
|
|
|
Letter Agreement, dated as of December 1, 2010, by and among the Registrant, Liberty Media Corporation, Liberty USA Holdings, LLC and Barry Diller.
|
|
|
10.3
|
|
|
Letter Agreement, dated as of December 1, 2010, by and between the Registrant and Barry Diller.
|
|
|
10.4
|
|
|
IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(2)
|
|
|
10.5
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(2)
|
|
|
10.6
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(2)
|
|
|
10.7
|
|
|
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
|
10.8
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
|
10.9
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
|
10.10
|
|
|
IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.11
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.12
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.13
|
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(2)
|
|
|
10.14
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(2)
|
|
|
10.15
|
|
|
Summary of Non-Employee Director Compensation Arrangements.(2)
|
|
|
10.16
|
|
|
2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(2)
|
|
10.17
|
|
|
Equity and Bonus Compensation Arrangement, dated as of August 24, 1995, between Barry Diller and the Registrant.(2)
|
|
|
10.18
|
|
|
Employment Agreement between Joseph Levin and the Registrant, dated as of November 21, 2017.(2)
|
|
|
10.19
|
|
|
Second Amended and Restated Employment Agreement between Victor A. Kaufman and the Registrant, dated as of March 15, 2012.(2)
|
|
|
10.20
|
|
|
Employment Agreement between Glenn H. Schiffman and the Registrant, dated as of April 7, 2016.(2)
|
|
|
10.21
|
|
|
Employment Agreement between Mark Stein and the Registrant, dated as of June 28, 2018.(2)
|
|
|
10.22
|
|
|
Employment Agreement between Gregg Winiarski and the Registrant, dated as of February 26, 2010.(2)
|
|
|
10.23
|
|
|
Google Services Agreement, dated as of October 26, 2015, between the Registrant and Google Inc.(3)
|
|
|
10.24
|
|
|
Amendment No. 3 to Google Services Agreement, dated as of February 11, 2019 (with an effective date of April 1, 2020), between the Registrant and Google LLC.(3)
|
|
|
10.25
|
|
|
Second Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among IAC Group, LLC, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10.26
|
|
|
Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.27
|
|
|
Amendment No. 3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.28
|
|
|
Amendment No. 4, dated as of August 14, 2017, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended December 8, 2016, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.29
|
|
|
Amendment No. 5, dated as of December 7, 2018, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended December 8, 2016 and as further amended August 14, 2017, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.30
|
|
|
Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among ANGI Homeservices Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
10.31
|
|
|
Master Transaction Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc..
|
|
|
10.32
|
|
|
Employee Matters Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.33
|
|
|
Amendment No.1 to Employee Matters Agreement, dated as of April 13, 2016, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.34
|
|
|
Investor Rights Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.35
|
|
|
Tax Sharing Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.36
|
|
|
Services Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.37
|
|
|
Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.38
|
|
|
Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.39
|
|
|
Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.40
|
|
|
Tax Sharing Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.41
|
|
|
Services Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
|
|
Subsidiaries of the Registrant as of December 31, 2019.(1)
|
|
|
|
|
|
Consent of Ernst & Young LLP.(1)
|
|
|
|
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|
|
|
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|
|
|
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(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 of 2002.(4)
|
|
|
|
|
|
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 of 2002.(4)
|
|
|
|
|
|
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 of 2002.(4)
|
|
|
|
101.INS
|
|
|
Inline XBRL Instance (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
|
|
|
XBRL Taxonomy Extension Presentation(1)
|
|
|
104.00
|
|
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
|
|
|
(1)
|
Filed herewith.
|
(2)
|
Reflects management contracts and management and director compensatory plans.
|
(3)
|
Certain portions of this document have been omitted pursuant to a confidential treatment request.
|
(4)
|
Furnished herewith.
|
February 27, 2020
|
|
IAC/INTERACTIVECORP
|
||
|
|
By:
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
|
Glenn H. Schiffman
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ BARRY DILLER
|
|
Chairman of the Board, Senior Executive and Director
|
Barry Diller
|
|
|
|
|
|
/s/ JOSEPH LEVIN
|
|
Chief Executive Officer and Director
|
Joseph Levin
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Vice Chairman and Director
|
Victor A. Kaufman
|
|
|
/s/ GLENN H. SCHIFFMAN
|
|
Executive Vice President and Chief Financial Officer
|
Glenn H. Schiffman
|
|
|
|
|
|
/s/ MICHAEL H. SCHWERDTMAN
|
|
Senior Vice President and Controller (Chief Accounting Officer)
|
Michael H. Schwerdtman
|
|
|
|
|
|
/s/ CHELSEA CLINTON
|
|
Director
|
Chelsea Clinton
|
|
|
|
|
|
/s/ MICHAEL D. EISNER
|
|
Director
|
Michael D. Eisner
|
|
|
|
|
|
/s/ BONNIE S. HAMMER
|
|
Director
|
Bonnie S. Hammer
|
|
|
|
|
|
|
|
|
/s/ BRYAN LOURD
|
|
Director
|
Bryan Lourd
|
|
|
|
|
|
/s/ DAVID S. ROSENBLATT
|
|
Director
|
David S. Rosenblatt
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
Director
|
Alan G. Spoon
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
/s/ RICHARD F. ZANNINO
|
|
Director
|
Richard F. Zannino
|
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
18,860
|
|
|
$
|
65,803
|
|
(a)
|
$
|
238
|
|
|
$
|
(60,175
|
)
|
(b)
|
$
|
24,726
|
|
Deferred tax valuation allowance
|
115,853
|
|
|
15,404
|
|
(c)
|
(1,637
|
)
|
(d)
|
—
|
|
|
129,620
|
|
|||||
Other reserves
|
7,734
|
|
|
|
|
|
|
|
|
7,961
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
11,489
|
|
|
$
|
48,445
|
|
(a)
|
$
|
(573
|
)
|
|
$
|
(40,501
|
)
|
(b)
|
$
|
18,860
|
|
Deferred tax valuation allowance
|
132,598
|
|
|
(20,746
|
)
|
(e)
|
4,001
|
|
(f)
|
—
|
|
|
115,853
|
|
|||||
Other reserves
|
2,544
|
|
|
|
|
|
|
|
|
7,734
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
16,405
|
|
|
$
|
28,930
|
|
(a)
|
$
|
(1,006
|
)
|
|
$
|
(32,840
|
)
|
(b)
|
$
|
11,489
|
|
Sales returns accrual
|
80
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|||||
Deferred tax valuation allowance
|
88,170
|
|
|
38,144
|
|
(g)
|
6,284
|
|
(h)
|
—
|
|
|
132,598
|
|
|||||
Other reserves
|
2,822
|
|
|
|
|
|
|
|
|
2,544
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense.
|
(b)
|
Write-off of fully reserved accounts receivable.
|
(c)
|
Amount is primarily related to an increase in foreign NOLs partially offset by a net decrease in unbenefited capital losses.
|
(d)
|
Amount is primarily related to currency translation adjustments on foreign NOLs.
|
(e)
|
Amount is primarily related to a decrease in foreign tax credits subject to a valuation allowance and the realization of previously unbenefited capital losses, partially offset by an increase in state NOLs and foreign interest deduction carryforwards.
|
(f)
|
Amount is primarily related to acquired federal and state NOLs, partially offset by currency translation adjustments on foreign NOLs.
|
(g)
|
Amount is due primarily to the establishment of foreign NOLs related to an acquisition.
|
(h)
|
Amount is primarily related to acquired state NOLs, acquired foreign tax credits and currency translation adjustments on foreign NOLs.
|
Entity
|
|
Jurisdiction of Formation
|
|
|
|
24apps GmbH
|
|
Austria
|
8831-8833 Sunset, LLC
|
|
Delaware
|
About Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
About International
|
|
Cayman Islands
|
About, Inc.
|
|
Delaware
|
Accellab, LLC
|
|
Delaware
|
Affinity Apps LLC
|
|
Delaware
|
AHWC, Inc.
|
|
Delaware
|
AL Real Estate Holdings, LLC
|
|
Indiana
|
ANGI Homeservices Inc.
|
|
Delaware
|
Angie’s List, Inc.
|
|
Delaware
|
Apalon Apps LLC
|
|
Republic of Belarus
|
Apalon, LLC
|
|
Delaware
|
APN, LLC
|
|
Delaware
|
Applications Partner, LLC
|
|
Delaware
|
Ask Applications, Inc.
|
|
Delaware
|
Ask Media Group, LLC
|
|
Delaware
|
BlueCrew, Inc.
|
|
Delaware
|
BlueCrew, LLC
|
|
Delaware
|
Buzz Merger Sub Inc.
|
|
Delaware
|
Buzz Technologies, Inc.
|
|
Washington
|
Comedy News Ventures, Inc.
|
|
Delaware
|
Connect, Inc.
|
|
Delaware
|
Connected Ventures, LLC
|
|
Delaware
|
ConsumerSearch, Inc.
|
|
Delaware
|
CraftJack Inc.
|
|
Illinois
|
CV Acquisition Corp.
|
|
Delaware
|
Daily Burn, Inc.
|
|
Delaware
|
DatingDirect.com Limited
|
|
England and Wales
|
Delightful.com, LLC
|
|
Delaware
|
Diamond Dogs, LLC
|
|
Delaware
|
Epic Enterprises LLC
|
|
New Jersey
|
Eureka, Inc.
|
|
Japan
|
Falcon Holdings II, LLC
|
|
Delaware
|
Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
Fixd Repair, LLC
|
|
Texas
|
Fixd Services, LLC
|
|
Texas
|
FriendScout24 GmbH
|
|
Germany
|
Handy Platform Limited
|
|
Ireland
|
Handy Technologies, Inc.
|
|
Delaware
|
HandyBook Canada ULC
|
|
Canada
|
Entity
|
|
Jurisdiction of Formation
|
Harmonica for IT S.A.E.
|
|
Egypt
|
Harmonica IT, Inc.
|
|
Delaware
|
Hinge, Inc.
|
|
Delaware
|
HLVP Follow On Fund GP, LLC
|
|
Delaware
|
HLVP Follow On Fund, L.P.
|
|
Delaware
|
HLVP I GP, LLC
|
|
Delaware
|
HLVP I, L.P.
|
|
Delaware
|
HLVP II GP, LLC
|
|
Delaware
|
HLVP II Token, LLC
|
|
Delaware
|
HLVP II, L.P.
|
|
Delaware
|
HLVP III GP, LLC
|
|
Delaware
|
HLVP III, L.P.
|
|
Delaware
|
Home Advisor Limited
|
|
England and Wales
|
HomeAdvisor GmbH
|
|
Germany
|
HomeAdvisor International, LLC
|
|
Delaware
|
HomeAdvisor, Inc.
|
|
Delaware
|
HomeStars, Inc.
|
|
Canada
|
HowAboutWe, LLC
|
|
Delaware
|
HSN Capital LLC
|
|
Delaware
|
HSN, LLC
|
|
Delaware
|
HTRF Ventures, LLC
|
|
Delaware
|
Humor Rainbow, Inc.
|
|
New York
|
IAC 19th St. Holdings, LLC
|
|
Delaware
|
IAC Applications Holding Limited Partnership
|
|
Ireland
|
IAC Applications, LLC
|
|
Delaware
|
IAC Falcon Holdings, LLC
|
|
Delaware
|
IAC Family Foundation, Inc.
|
|
Delaware
|
IAC FinanceCo 2, Inc.
|
|
Delaware
|
IAC FinanceCo 3, Inc.
|
|
Delaware
|
IAC FinanceCo, Inc.
|
|
Delaware
|
IAC Group, LLC
|
|
Delaware
|
IAC Holdings, Inc.
|
|
Delaware
|
IAC NewCo LLC
|
|
Delaware
|
IAC Publishing Holding Limited Partnership
|
|
Ireland
|
IAC Search & Media B.V.
|
|
Netherlands
|
IAC Search & Media Brands, Inc.
|
|
California
|
IAC Search & Media Europe Limited
|
|
Ireland
|
IAC Search & Media Finance Co.
|
|
Cayman Islands
|
IAC Search & Media International, Inc.
|
|
Delaware
|
IAC Search & Media Massachusetts, Inc.
|
|
Massachusetts
|
IAC Search & Media Technologies FinanceCo II
|
|
Cayman Islands
|
IAC Search & Media Technologies Limited
|
|
Ireland
|
IAC Search & Media UK Limited
|
|
United Kingdom
|
IAC Search & Media Washington, LLC
|
|
Washington
|
IAC Search & Media, Inc.
|
|
Delaware
|
IAC Search, LLC
|
|
Delaware
|
IAC Shopping International, Inc.
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
IAC Work, LLC
|
|
Delaware
|
IAC/Expedia Global, LLC
|
|
Delaware
|
IACF Developments LLC
|
|
Delaware
|
ImproveNet, Inc.
|
|
Delaware
|
Inflight Entertainment, LLC
|
|
Delaware
|
INKD LLC
|
|
Delaware
|
InstantAction, LLC
|
|
Delaware
|
InterActiveCorp Films, Inc.
|
|
Delaware
|
InterActiveCorp Films, LLC
|
|
Delaware
|
InterCaptiveCorp, Ltd.
|
|
Bermuda
|
Investopedia Canada, Inc.
|
|
Canada
|
Investopedia LLC
|
|
Delaware
|
iTranslate GmbH
|
|
Austria
|
Livestream LLC
|
|
New York
|
M8 Singlesnet LLC
|
|
Delaware
|
Mash Dating, LLC
|
|
Delaware
|
Massive Media Europe NV
|
|
Belgium
|
Massive Media Limited
|
|
England and Wales
|
Massive Media Match NV
|
|
Belgium
|
Match Group Apps, LLC
|
|
Delaware
|
Match Group Europe Limited
|
|
England and Wales
|
Match Group, Inc.
|
|
Delaware
|
Match Group, LLC
|
|
Delaware
|
Match ProfilePro, LLC
|
|
Delaware
|
Match.com Europe Limited
|
|
England and Wales
|
Match.com Events LLC
|
|
Delaware
|
Match.com Foreign Holdings II Limited
|
|
England and Wales
|
Match.com Foreign Holdings III Limited
|
|
England and Wales
|
Match.com Foreign Holdings Limited
|
|
England and Wales
|
Match.com Global Investments S.à r.l.
|
|
Luxembourg
|
Match.com Global Services Limited
|
|
England and Wales
|
Match.com HK Limited
|
|
Hong Kong
|
Match.com International Holdings, Inc.
|
|
Delaware
|
Match.com International II Limited
|
|
England and Wales
|
Match.com International Limited
|
|
England and Wales
|
Match.com Internet Financial Services DAC
|
|
Ireland
|
Match.com Investments, Inc.
|
|
Cayman Island
|
Match.com Japan KK
|
|
Japan
|
Match.com LatAm Limited
|
|
England and Wales
|
Match.com Luxembourg S.à r.l.
|
|
Luxembourg
|
Match.com Nordic AB
|
|
Sweden
|
Match.com Offshore Holdings, Ltd
|
|
Mauritius
|
Match.com Pegasus Limited
|
|
England and Wales
|
Matchcom Mexico, S. de R.L., de C.V.
|
|
Mexico
|
Meetic Espana, SLU
|
|
Spain
|
Meetic Italia SRL
|
|
Italy
|
Meetic Netherlands BV
|
|
Netherlands
|
Entity
|
|
Jurisdiction of Formation
|
Meetic SAS
|
|
France
|
MG France Services SAS
|
|
France
|
MG Japan Services GK
|
|
Japan
|
MG Korea Services Limited
|
|
South Korea
|
MG Services Alpha LLC
|
|
Delaware
|
MG Services Beta LLC
|
|
Delaware
|
MG SGP Services Pte Ltd.
|
|
Singapore
|
Mhelpdesk, Inc.
|
|
Delaware
|
Mile High Insights, LLC
|
|
Delaware
|
MM LatAm, LLC
|
|
Delaware
|
Mojo Acquisition Corp.
|
|
Delaware
|
Mojo Finance Co.
|
|
Cayman Islands
|
Mosaic Group Holdings, LLC
|
|
Delaware
|
MTCH India Services Private Limited
|
|
India
|
MTCH Technology Services Ltd.
|
|
Ireland
|
MyBuilder Limited
|
|
England and Wales
|
MyBuilder Plus Limited
|
|
England and Wales
|
MyHammer AG
|
|
Germany
|
MyHammer Holding AG
|
|
Germany
|
Neu.de GmbH
|
|
Germany
|
Nexus Dating Limited
|
|
England and Wales
|
NRelate LLC
|
|
Delaware
|
NurseFly, Inc.
|
|
Delaware
|
Out to Lunch Productions, LLC
|
|
Delaware
|
Pairs Blancheur, Inc.
|
|
Japan
|
Parperfeito Comunicacao SA
|
|
Brazil
|
Pearl US 1 LLC
|
|
Delaware
|
Pearl US 2 LLC
|
|
Delaware
|
People Media, Inc.
|
|
Delaware
|
People Media, LLC
|
|
Arizona
|
Plentyoffish Media ULC
|
|
British Columbia
|
Plentyoffish Media, LLC
|
|
Delaware
|
Pretty Fun Therapy SAS
|
|
France
|
Pronto, LLC
|
|
Delaware
|
Publishing Partner, LLC
|
|
Delaware
|
Search Floor, Inc.
|
|
California
|
ServiceMagic Canada Inc.
|
|
Canada
|
ServiceMagic Europe S.à r.l.
|
|
Luxembourg
|
ServiceMagic GmbH
|
|
Germany
|
ServiceMagic International S.à r.l.
|
|
Luxembourg
|
Shanghai Huike Network Technology Co., Ltd.
|
|
People’s Republic of China
|
Shoptouch, Inc.
|
|
Delaware
|
Slimware Utilities Holdings, Inc.
|
|
Delaware
|
SpeedDate.com, LLC
|
|
Delaware
|
Spotlight Studios, LLC
|
|
Delaware
|
Starnet Interactive, Inc.
|
|
Delaware
|
Styleclick, Inc.
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
TDB Holdings, Inc.
|
|
Delaware
|
TelTech Systems, Inc.
|
|
Delaware
|
The Daily Beast Company LLC
|
|
Delaware
|
The IAC Foundation, Inc.
|
|
Delaware
|
Thriveport, LLC
|
|
California
|
Tinder Development, LLC
|
|
Delaware
|
TMC Realty, L.L.C.
|
|
Delaware
|
TPR/Tutor Holdings, LLC
|
|
Delaware
|
Travaux.com S.à.r.l.
|
|
France
|
USA Video Distribution LLC
|
|
Delaware
|
USANi LLC
|
|
Delaware
|
USANi Sub LLC
|
|
Delaware
|
Valentine Merger Sub HoldCo LLC
|
|
Delaware
|
Valentine Merger Sub LLC
|
|
Delaware
|
VHX Corporation
|
|
Delaware
|
Vimeo FinanceCo, LLC
|
|
Delaware
|
Vimeo Israel Ltd.
|
|
Israel
|
Vimeo Technologies Private Limited
|
|
India
|
Vimeo UK Limited
|
|
England and Wales
|
Vimeo Ukraine Technologies LLC
|
|
Ukraine
|
Vimeo, Inc.
|
|
Delaware
|
Wanderspot LLC
|
|
Washington
|
We are Mop! Limited
|
|
England and Wales
|
Weather or Not Apps, LLC
|
|
Delaware
|
Werkspot BV
|
|
Netherlands
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 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
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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.
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Dated:
|
February 27, 2020
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 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:
|
February 27, 2020
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 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
|
Dated:
|
February 27, 2020
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 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:
|
February 27, 2020
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 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:
|
February 27, 2020
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 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:
|
February 27, 2020
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|