Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000891103 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 0-20570 | |
Entity Registrant Name | IAC/INTERACTIVECORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-2712887 | |
Entity Address, Address Line One | 555 West 18th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 212 | |
Local Phone Number | 314-7300 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | IAC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 78,800,508 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,789,499 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 2,946,180 | $ 2,131,632 |
Marketable securities | 157,174 | 123,665 |
Accounts receivable, net of allowance and reserves of $25,003 and $18,860, respectively | 355,924 | 279,189 |
Other current assets | 225,016 | 228,253 |
Total current assets | 3,684,294 | 2,762,739 |
Right-of-use assets | 177,797 | 0 |
Property and equipment, net of accumulated depreciation and amortization of $308,987 and $286,798, respectively | 361,664 | 318,800 |
Goodwill | 2,852,986 | 2,726,859 |
Intangible assets, net of accumulated amortization of $196,563 and $136,405, respectively | 603,702 | 631,422 |
Long-term investments | 333,980 | 235,055 |
Deferred income taxes | 170,299 | 64,786 |
Other non-current assets | 120,069 | 134,924 |
TOTAL ASSETS | 8,304,791 | 6,874,585 |
LIABILITIES: | ||
Current portion of long-term debt | 13,750 | 13,750 |
Accounts payable, trade | 100,858 | 74,907 |
Deferred revenue | 414,325 | 360,015 |
Accrued expenses and other current liabilities | 507,348 | 434,886 |
Total current liabilities | 1,036,281 | 883,558 |
Long-term debt, net | 3,111,882 | 2,245,548 |
Income taxes payable | 36,297 | 37,584 |
Deferred income taxes | 21,657 | 23,600 |
Other long-term liabilities | 215,611 | 66,807 |
Redeemable noncontrolling interests | 77,302 | 65,687 |
Commitments and contingencies | ||
Additional paid-in capital | 11,761,711 | 12,022,387 |
Retained earnings | 1,589,500 | 1,258,794 |
Accumulated other comprehensive loss | (144,604) | (128,722) |
Treasury stock 194,708 shares | (10,309,612) | (10,309,612) |
Total IAC shareholders' equity | 2,897,274 | 2,843,125 |
Noncontrolling interests | 908,487 | 708,676 |
Total shareholders' equity | 3,805,761 | 3,551,801 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 8,304,791 | 6,874,585 |
Common stock $.001 par value; authorized 1,600,000 shares; issued 263,110 and 262,303 shares, respectively, and outstanding 78,770 and 77,963 shares, respectively | ||
Common stock | 263 | 262 |
Class B convertible common stock $.001 par value; authorized 400,000 shares; issued 16,157 shares and outstanding 5,789 shares | ||
Common stock | $ 16 | $ 16 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Allowance for accounts receivable | $ 25,003 | $ 18,860 |
Accumulated depreciation and amortization of property and equipment | 308,987 | 286,798 |
Accumulated amortization of intangible assets | $ 196,563 | $ 136,405 |
Treasury stock (shares) | 194,708,000 | 194,708,000 |
Common stock $.001 par value; authorized 1,600,000 shares; issued 263,110 and 262,303 shares, respectively, and outstanding 78,770 and 77,963 shares, respectively | ||
Par value of common stock (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (shares) | 263,110,000 | 262,303,000 |
Common stock outstanding (shares) | 78,770,000 | 77,963,000 |
Class B convertible common stock $.001 par value; authorized 400,000 shares; issued 16,157 shares and outstanding 5,789 shares | ||
Par value of common stock (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 400,000,000 | 400,000,000 |
Common stock issued (shares) | 16,157,000 | 16,157,000 |
Common stock outstanding (shares) | 5,789,000 | 5,789,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 1,246,874 | $ 1,104,592 | $ 3,539,375 | $ 3,158,789 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 296,385 | 237,238 | 832,845 | 657,424 |
Selling and marketing expense | 423,881 | 386,802 | 1,256,843 | 1,159,294 |
General and administrative expense | 207,880 | 190,903 | 647,010 | 563,450 |
Product development expense | 86,600 | 77,740 | 253,914 | 230,122 |
Depreciation | 23,090 | 18,925 | 63,152 | 56,987 |
Amortization of intangibles | 23,186 | 20,152 | 65,576 | 60,293 |
Total operating costs and expenses | 1,061,022 | 931,760 | 3,119,340 | 2,727,570 |
Operating Income (Loss) | 185,852 | 172,832 | 420,035 | 431,219 |
Interest expense | (42,132) | (27,610) | (110,481) | (81,471) |
Other income, net | 1,229 | 8,113 | 47,852 | 174,635 |
Earnings before income taxes | 144,949 | 153,335 | 357,406 | 524,383 |
Income tax benefit | 14,823 | 18,242 | 62,142 | 15,887 |
Net earnings | 159,772 | 171,577 | 419,548 | 540,270 |
Net earnings attributable to noncontrolling interests | (31,228) | (25,803) | (88,842) | (105,061) |
Net earnings attributable to IAC shareholders | $ 128,544 | $ 145,774 | $ 330,706 | $ 435,209 |
Earnings per share attributable to IAC shareholders: | ||||
Basic earnings per share (USD per share) | $ 1.52 | $ 1.75 | $ 3.93 | $ 5.22 |
Diluted earnings per share (USD per share) | $ 1.35 | $ 1.49 | $ 3.45 | $ 4.55 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 50,053 | $ 55,363 | $ 179,922 | $ 172,006 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 935 | 512 | 2,919 | 1,937 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 2,338 | 1,837 | 7,815 | 5,679 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 36,883 | 44,242 | 131,842 | 134,743 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 9,897 | $ 8,772 | $ 37,346 | $ 29,647 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings | $ 159,772 | $ 171,577 | $ 419,548 | $ 540,270 | |
Other comprehensive loss, net of income taxes: | |||||
Change in foreign currency translation adjustment | (23,053) | (1,050) | (20,647) | (12,233) | |
Change in unrealized gains and losses of available-for-sale securities | [1] | 0 | (28) | (5) | (15) |
Total other comprehensive loss, net of income taxes | (23,053) | (1,078) | (20,652) | (12,248) | |
Comprehensive income, net of income taxes | 136,719 | 170,499 | 398,896 | 528,022 | |
Components of comprehensive income attributable to noncontrolling interests: | |||||
Net earnings attributable to noncontrolling interests | (31,228) | (25,803) | (88,842) | (105,061) | |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 4,664 | 549 | 4,348 | 2,632 | |
Change in unrealized gains and losses of available-for-sale debt securities attributable to noncontrolling interests | 0 | 0 | 1 | 0 | |
Comprehensive income attributable to noncontrolling interests | (26,564) | (25,254) | (84,493) | (102,429) | |
Comprehensive income attributable to IAC shareholders | $ 110,155 | $ 145,245 | $ 314,403 | $ 425,593 | |
[1] | Net of income tax benefit of $4 for the three months ended September 30, 2018 . |
CONSOLIDATED STATEMENT OF COM_2
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Tax provision related to change in unrealized gains and losses of available-for-sale debt securities | $ 4 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Total IAC Shareholders' Equity | Common StockCommon Stock $.001 Par Value | Common StockClass B Convertible Common Stock $.001 Par Value | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests | Match Group and ANGI Homeservices | Match Group and ANGI HomeservicesTotal IAC Shareholders' Equity | Match Group and ANGI HomeservicesAdditional Paid-in Capital | Match Group and ANGI HomeservicesAccumulated Other Comprehensive Loss | Match Group and ANGI HomeservicesNoncontrolling Interests | Match Group | Match GroupTotal IAC Shareholders' Equity | Match GroupAdditional Paid-in Capital |
Balance at beginning of period at Dec. 31, 2017 | $ 42,867 | |||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||
Net (loss) earnings | 34,481 | |||||||||||||||||
Other comprehensive loss, net of income taxes | (710) | |||||||||||||||||
Stock-based compensation expense | 1,084 | |||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (372) | |||||||||||||||||
Noncontrolling interests created in acquisitions | $ 14,246 | 2,261 | $ 14,246 | |||||||||||||||
Other | (6,519) | |||||||||||||||||
Balance at end of period at Sep. 30, 2018 | 69,530 | |||||||||||||||||
Balance at beginning of period at Dec. 31, 2017 | 2,946,823 | $ 2,430,028 | $ 261 | $ 16 | $ 12,165,002 | $ 595,038 | $ (103,568) | $ (10,226,721) | 516,795 | |||||||||
Balance at beginning of period (shares) at Dec. 31, 2017 | 260,624,000 | 16,157,000 | ||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||
Net (loss) earnings | 505,789 | 435,209 | 435,209 | 70,580 | ||||||||||||||
Other comprehensive loss, net of income taxes | (11,538) | (9,616) | (9,616) | (1,922) | ||||||||||||||
Stock-based compensation expense | 170,922 | 52,763 | 52,763 | 118,159 | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 34,903 | 34,903 | $ 1 | 34,902 | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 1,416,000 | |||||||||||||||||
Purchase of treasury stock | (82,891) | (82,891) | (82,891) | $ (86,239) | $ (86,239) | $ (86,239) | ||||||||||||
Purchase of redeemable noncontrolling interests | (1,236) | (3,562) | (1,236) | |||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 372 | 372 | 372 | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests | $ (205,416) | $ (213,111) | $ (213,440) | $ 329 | $ 7,695 | |||||||||||||
Noncontrolling interests created in acquisitions | 14,246 | 2,261 | 14,246 | |||||||||||||||
Other | 2,652 | 2,269 | 2,269 | 383 | ||||||||||||||
Balance at end of period at Sep. 30, 2018 | 3,328,592 | 2,600,482 | $ 262 | $ 16 | 11,955,629 | 1,067,042 | (112,855) | (10,309,612) | 728,110 | |||||||||
Balance at end of period (shares) at Sep. 30, 2018 | 262,040,000 | 16,157,000 | ||||||||||||||||
Balance at beginning of period at Jun. 30, 2018 | 75,719 | |||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||
Net (loss) earnings | (275) | |||||||||||||||||
Other comprehensive loss, net of income taxes | (424) | |||||||||||||||||
Stock-based compensation expense | 284 | |||||||||||||||||
Purchase of redeemable noncontrolling interests | 59 | |||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (2,221) | |||||||||||||||||
Other | (50) | |||||||||||||||||
Balance at end of period at Sep. 30, 2018 | 69,530 | |||||||||||||||||
Balance at beginning of period at Jun. 30, 2018 | 3,236,948 | 2,576,079 | $ 262 | $ 16 | 12,008,684 | 921,268 | (112,717) | (10,241,434) | 660,869 | |||||||||
Balance at beginning of period (shares) at Jun. 30, 2018 | 261,757,000 | 16,157,000 | ||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||
Net (loss) earnings | 171,852 | 145,774 | 145,774 | 26,078 | ||||||||||||||
Other comprehensive loss, net of income taxes | (654) | (529) | (529) | (125) | ||||||||||||||
Stock-based compensation expense | 55,079 | 16,748 | 16,748 | 38,331 | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | 9,012 | 9,012 | 9,012 | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 283,000 | |||||||||||||||||
Purchase of treasury stock | (68,178) | (68,178) | (68,178) | $ (6,433) | $ (6,433) | $ (6,433) | ||||||||||||
Purchase of redeemable noncontrolling interests | (418) | (3,562) | (418) | |||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 2,221 | 2,221 | 2,221 | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests | (70,838) | (74,089) | (74,480) | 391 | 3,251 | |||||||||||||
Other | 1 | (123) | (123) | 124 | ||||||||||||||
Balance at end of period at Sep. 30, 2018 | 3,328,592 | 2,600,482 | $ 262 | $ 16 | 11,955,629 | 1,067,042 | (112,855) | (10,309,612) | 728,110 | |||||||||
Balance at end of period (shares) at Sep. 30, 2018 | 262,040,000 | 16,157,000 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | 65,687 | 65,687 | ||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||
Net (loss) earnings | 4,625 | |||||||||||||||||
Other comprehensive loss, net of income taxes | (514) | |||||||||||||||||
Stock-based compensation expense | 113 | |||||||||||||||||
Purchase of redeemable noncontrolling interests | (6,192) | |||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 8,607 | |||||||||||||||||
Noncontrolling interests created in acquisitions | 5,009 | |||||||||||||||||
Other | (33) | |||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 77,302 | 77,302 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | 3,551,801 | 2,843,125 | $ 262 | $ 16 | 12,022,387 | 1,258,794 | (128,722) | (10,309,612) | 708,676 | |||||||||
Balance at beginning of period (shares) at Dec. 31, 2018 | 262,303,000 | 16,157,000 | ||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||
Net (loss) earnings | 414,923 | 330,706 | 330,706 | 84,217 | ||||||||||||||
Other comprehensive loss, net of income taxes | (20,138) | (16,303) | (16,303) | (3,835) | ||||||||||||||
Stock-based compensation expense | 179,639 | 63,387 | 63,387 | 116,252 | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (78,058) | (78,058) | $ 1 | (78,059) | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 807,000 | |||||||||||||||||
Purchase of treasury stock | (220,636) | (220,636) | (220,636) | |||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (8,607) | (8,607) | (8,607) | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests | (197,236) | (200,240) | (200,661) | 421 | 3,004 | |||||||||||||
Noncontrolling interests created in acquisitions | 5,009 | |||||||||||||||||
Purchase of exchangeable note hedges | (303,428) | (303,428) | (303,428) | |||||||||||||||
Equity component of exchangeable senior notes, net of deferred financing costs and deferred tax liabilities | 320,998 | 320,998 | 320,998 | |||||||||||||||
Issuance of warrants | 166,520 | 166,520 | 166,520 | |||||||||||||||
Other | (17) | (190) | (190) | 173 | ||||||||||||||
Balance at end of period at Sep. 30, 2019 | 3,805,761 | 2,897,274 | $ 263 | $ 16 | 11,761,711 | 1,589,500 | (144,604) | (10,309,612) | 908,487 | |||||||||
Balance at end of period (shares) at Sep. 30, 2019 | 263,110,000 | 16,157,000 | ||||||||||||||||
Balance at beginning of period at Jun. 30, 2019 | 80,502 | |||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||
Net (loss) earnings | (1,270) | |||||||||||||||||
Other comprehensive loss, net of income taxes | (365) | |||||||||||||||||
Stock-based compensation expense | 36 | |||||||||||||||||
Purchase of redeemable noncontrolling interests | (71) | |||||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (1,531) | |||||||||||||||||
Other | 1 | |||||||||||||||||
Balance at end of period at Sep. 30, 2019 | 77,302 | $ 77,302 | ||||||||||||||||
Balance at beginning of period at Jun. 30, 2019 | 3,843,597 | 2,983,461 | $ 263 | $ 16 | 11,957,543 | 1,460,956 | (125,705) | (10,309,612) | 860,136 | |||||||||
Balance at beginning of period (shares) at Jun. 30, 2019 | 262,789,000 | 16,157,000 | ||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||||||||||
Net (loss) earnings | 161,042 | 128,544 | 128,544 | 32,498 | ||||||||||||||
Other comprehensive loss, net of income taxes | (22,688) | (18,389) | (18,389) | (4,299) | ||||||||||||||
Stock-based compensation expense | 49,853 | 20,332 | 20,332 | 29,521 | ||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (55,036) | (55,036) | (55,036) | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 321,000 | |||||||||||||||||
Purchase of treasury stock | (139,779) | (139,779) | (139,779) | |||||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 1,531 | 1,531 | 1,531 | |||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests | $ (32,628) | $ (23,259) | $ (22,749) | $ (510) | $ (9,369) | |||||||||||||
Equity component of exchangeable senior notes, net of deferred financing costs and deferred tax liabilities | (130) | (130) | (130) | |||||||||||||||
Other | (1) | (1) | (1) | |||||||||||||||
Balance at end of period at Sep. 30, 2019 | $ 3,805,761 | $ 2,897,274 | $ 263 | $ 16 | $ 11,761,711 | $ 1,589,500 | $ (144,604) | $ (10,309,612) | $ 908,487 | |||||||||
Balance at end of period (shares) at Sep. 30, 2019 | 263,110,000 | 16,157,000 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) | Sep. 30, 2019$ / shares |
Common Stock $.001 Par Value | |
Par value of common stock (USD per share) | $ 0.001 |
Class B Convertible Common Stock $.001 Par Value | |
Par value of common stock (USD per share) | 0.001 |
Common Stock | Common Stock $.001 Par Value | |
Par value of common stock (USD per share) | 0.001 |
Common Stock | Class B Convertible Common Stock $.001 Par Value | |
Par value of common stock (USD per share) | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net earnings | $ 419,548 | $ 540,270 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Stock-based compensation expense | 179,922 | 172,006 |
Amortization of intangibles | 65,576 | 60,293 |
Depreciation | 63,152 | 56,987 |
Bad debt expense | 50,507 | 35,521 |
Deferred income taxes | (85,040) | (36,866) |
Unrealized gains on equity securities, net | (24,181) | (126,444) |
Losses (gains) from the sale of investments and businesses, net | 6,028 | (27,240) |
Other adjustments, net | 29,381 | 12,677 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts receivable | (133,492) | (78,665) |
Other assets | 11,324 | (48,935) |
Accounts payable and other liabilities | 53,957 | 57,891 |
Income taxes payable and receivable | (2,951) | 1,971 |
Deferred revenue | 55,035 | 52,234 |
Net cash provided by operating activities | 688,766 | 671,700 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (200,338) | (17,635) |
Capital expenditures | (103,645) | (60,113) |
Proceeds from maturities of marketable debt securities | 163,500 | 125,000 |
Purchases of marketable debt securities | (39,740) | (326,906) |
Net proceeds from the sale of businesses and investments | 24,757 | 28,630 |
Purchases of investments | (250,095) | (32,180) |
Other, net | (1,733) | 9,646 |
Net cash used in investing activities | (407,294) | (273,558) |
Cash flows from financing activities: | ||
Repurchases of IAC debt | (35,035) | (363) |
Purchase of exchangeable note hedges | (303,428) | 0 |
Proceeds from issuance of warrants | 166,520 | 0 |
Debt issuance costs | (27,815) | (532) |
Purchase of noncontrolling interests | (6,192) | (4,798) |
Other, net | (3,799) | (4,526) |
Net cash provided by (used in) financing activities | 535,530 | (359,856) |
Total cash provided | 817,002 | 38,286 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,534) | (207) |
Net increase in cash, cash equivalents, and restricted cash | 814,468 | 38,079 |
Cash, cash equivalents, and restricted cash at beginning of period | 2,133,685 | 1,633,682 |
Cash, cash equivalents, and restricted cash at end of period | 2,948,153 | 1,671,761 |
IAC/InterActiveCorp | ||
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 1,150,000 | 0 |
Purchase of treasury stock | (82,891) | |
Proceeds from the exercise of stock options | 10,225 | 38,903 |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (88,269) | (3,011) |
Match Group and ANGI Homeservices | ||
Cash flows from financing activities: | ||
Purchase of treasury stock | (209,715) | (86,239) |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (197,222) | (208,962) |
Match Group | ||
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 40,000 | 0 |
Proceeds from Match Group 2019 Senior Notes offering | 350,000 | 0 |
Principal payments on debt | (300,000) | 0 |
ANGI Homeservices | ||
Cash flows from financing activities: | ||
Principal payments on debt | (10,313) | (10,313) |
Proceeds from the exercise of stock options | $ 573 | $ 2,876 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations IAC has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish, OkCupid and Hinge, and ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy, and operates Vimeo and Dotdash, among many other online businesses. On October 10, 2019, IAC made a preliminary proposal to a special committee of disinterested directors formed by the Match Group Board of Directors for a transaction that would result in the full separation of Match Group from IAC. The proposed separation transaction (the "Separation"), if completed, would result in two independent public companies, referred to herein as "New Match" and "New IAC." IAC would no longer have an ownership stake in Match Group following the Separation and IAC stockholders would receive shares of both New Match and New IAC in the transaction. As used herein, "IAC," the "Company," "we," "our" or "us" and similar terms refer to IAC/InterActiveCorp and its subsidiaries (unless the context requires otherwise). As of September 30, 2019 , IAC’s economic and voting interest in: • Match Group were 80.8% , and 97.5% , respectively. All references to "Match Group" or "MTCH" in this report are to Match Group, Inc. • ANGI Homeservices were 83.7% , and 98.1% , respectively. All reference to "ANGI Homeservices" or "ANGI" in this report are to ANGI Homeservices Inc. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . Accounting for Investments and Equity Securities Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet. At September 30, 2019 and December 31, 2018 , the Company did not have any investments accounted for using the equity method. Investments in equity securities, other than those of our consolidated subsidiaries and those accounted for under the equity method, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board's ("FASB") issued Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , following its adoption on January 1, 2018, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income (expense), net. Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents and marketable debt securities; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; the fair value of acquisition-related contingent consideration arrangements; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to our customers and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. The Company's disaggregated revenue disclosures are presented in " Note 8—Segment Information ." Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2018 are $360.0 million and $1.7 million , respectively. During the nine months ended September 30, 2019, the Company recognized $346.5 million of revenue that was included in the deferred revenue balance as of December 31, 2018. During the nine months ended September 30, 2018, the Company recognized $317.2 million of revenue that was included in the deferred revenue balance as of January 1, 2018. The current and non-current deferred revenue balances at September 30, 2019 are $414.3 million and $1.4 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. For sales incentive programs where the customer relationship period is one year or less, the Company has elected the practical expedient to expense the costs as incurred. The amount of capitalized sales commissions where the customer relationship period is greater than one year is $43.2 million and $40.5 million at September 30, 2019 and December 31, 2018 , respectively. Certain Risks and Concentrations—Services Agreement with Google A meaningful portion of the Company's revenue is attributable to a services agreement with Google (the "Services Agreement"). In addition, the Company earns certain other advertising revenue from Google that is not attributable to the Services Agreement. For the three and nine months ended September 30, 2019 , consolidated revenue earned from Google was $182.5 million and $574.7 million , respectively, representing 15% and 16% , respectively, of the Company's consolidated revenue. For the three and nine months ended September 30, 2018 , consolidated revenue earned from Google was $204.4 million and $620.7 million , representing 19% and 20% , respectively, of the Company's consolidated revenue. Accounts receivable related to revenue earned from Google totaled $61.9 million and $69.1 million at September 30, 2019 and December 31, 2018 , respectively. Revenue attributable to the Services Agreement is earned by the Desktop business within the Applications segment and Ask Media Group within the Emerging & Other segment. For the three and nine months ended September 30, 2019 , revenue from the Services Agreement of $68.1 million and $234.1 million , respectively, was earned within the Applications segment and $100.3 million and $298.4 million , respectively, within the Emerging & Other segment. For the three and nine months ended September 30, 2018 , revenue from the Services Agreement of $110.8 million and $326.7 million , respectively, was earned within the Applications segment and $79.9 million and $248.2 million , respectively, within the Emerging & Other segment. The current Services Agreement expires on March 31, 2020. On February 11, 2019, the Company and Google amended the Services Agreement, effective as of April 1, 2020. The amendment extends the expiration date of the agreement to March 31, 2023 ; provided that during September 2020 and during each September thereafter, either party may, after discussion with the other party, terminate the services agreement, effective on September 30 of the year following the year such notice is given. The Company believes that the amended agreement, taken as a whole, is comparable to the Company’s currently existing agreement with Google. The Services Agreement requires that the Company comply with certain guidelines promulgated by Google. Google may generally unilaterally update its policies and guidelines without advance notice. These updates may be specific to the Services Agreement or could be more general and thereby impact the Company as well as other companies. These policy and guideline updates could in turn require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. On May 31, 2019, Google announced industry-wide policy changes, which became effective on July 1, 2019, related to all extensions distributed through the Chrome Web Store. This industry-wide change, combined with recent changes to polices under the Services Agreement, have had a negative impact on the expected future results of operations of the Desktop business. As of September 30, 2019 , the goodwill balance of the Desktop reporting unit and the carrying value of the related intangible asset are $265.1 million and $28.9 million , respectively. The fair values of the Desktop reporting unit and the related intangible asset approximate their carrying values, therefore, a modest reduction in the fair values of the Desktop reporting unit or the related intangible asset would result in an impairment charge, which would be equal to the excess of the carrying value over the fair value of such assets. Adoption of ASU No. 2016-02, Leases (Topic 842) The Company adopted ASU No. 2016-02, Leases (Topic 842) ("ASC 842") effective January 1, 2019. ASC 842 superseded previously existing guidance on accounting for leases and generally requires all leases to be recognized in the statement of financial position. The adoption of ASC 842 resulted in the recognition of $154.7 million of right-of-use assets ("ROU assets") and related lease liabilities as of January 1, 2019, with no cumulative effect adjustment. The adoption of ASC 842 had no impact on the Company’s consolidated results of operations or cash flows. The Company adopted ASC 842 prospectively and, therefore, did not revise comparative period information or disclosure. In addition, the Company elected the package of practical expedients permitted under ASC 842. See " Note 2—Leases " for additional information on the adoption of ASC 842. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases land, office space, data center facilities and equipment used in connection with its operations under various operating leases, the majority of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from these leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company's and its publicly-traded subsidiaries' respective incremental borrowing rates on the lease commencement date or January 1, 2019 for leases that commenced prior to that date. The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less ("short-term leases") are not recorded on the accompanying consolidated balance sheet. Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases Balance Sheet Classification September 30, 2019 (In thousands) Assets: Right-of-use assets Right-of-use assets $ 177,797 Liabilities: Current lease liabilities Accrued expenses and other current liabilities 33,029 Long-term lease liabilities Other long-term liabilities 198,962 Total lease liabilities $ 231,991 Lease Cost Income Statement Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In thousands) Fixed lease cost Cost of revenue $ 975 $ 3,181 Fixed lease cost Selling and marketing expense 2,836 7,747 Fixed lease cost General and administrative expense 7,424 24,014 Fixed lease cost Product development expense 450 1,050 Total fixed lease cost (a) 11,685 35,992 Variable lease cost Cost of revenue 90 354 Variable lease cost Selling and marketing expense 337 1,007 Variable lease cost General and administrative expense 1,799 5,487 Variable lease cost Product development expense 74 173 Total variable lease cost 2,300 7,021 Net lease cost $ 13,985 $ 43,013 _____________________ (a) Includes approximately $1.1 million and $4.2 million of short-term lease cost and $0.6 million and $1.6 million of sublease income for the three and nine months ended September 30, 2019 , respectively. Maturities of lease liabilities as of September 30, 2019 (in thousands) (b) : Remainder of 2019 $ 9,565 2020 46,199 2021 40,761 2022 33,659 2023 28,836 After 2023 249,912 Total 408,932 Less: Interest 176,941 Present value of lease liabilities $ 231,991 _____________________ (b) Lease payments exclude $6.0 million of legally binding minimum lease payments for leases signed but not yet commenced. The following are the weighted average assumptions used for lease term and discount rate as of September 30, 2019 : Remaining lease term 15.2 years Discount rate 6.02 % Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In thousands) Other Information: Right-of-use assets obtained in exchange for lease liabilities $ 6,699 $ 59,857 Cash paid for amounts included in the measurement of lease liabilities $ 10,719 $ 34,433 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs. Included in the income tax benefit for the three months ended September 30, 2019 is a benefit of $3.6 million due to a lower estimated annual effective income tax rate from that applied to ordinary income through the six months ended June 30, 2019. The lower estimated annual effective income tax rate was primarily due to an increase in estimated research credits. For the three and nine months ended September 30, 2019 , the Company recorded an income tax benefit, despite pre-tax income, of $14.8 million and $62.1 million , respectively, due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards and research credits. For the three and nine months ended September 30, 2018 , the Company recorded an income tax benefit, despite pre-tax income, of $18.2 million and $15.9 million , respectively, due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, a reduction in the Transition Tax described below, and research credits. The Tax Cuts and Jobs Act subjected to U.S. taxation certain previously deferred earnings of foreign subsidiaries as of December 31, 2017 (“Transition Tax”). The Company was able to make a reasonable estimate of the Transition Tax and recorded a provisional tax expense in the fourth quarter of 2017. In the third quarter of 2018, the Company finalized this calculation, which resulted in a $9.2 million reduction in the Transition Tax. The net reduction in the Transition Tax was due primarily to the utilization of additional foreign tax credits and a reduction in state taxes, partially offset by additional taxable earnings and profits of our foreign subsidiaries based on Internal Revenue Service ("IRS") guidance. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material. The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The IRS is currently auditing the Company’s federal income tax returns for the years ended December 31, 2010 through 2016. The statute of limitations for the years 2010 through 2012 has been extended to July 31, 2020 and the statute of limitations for the years 2013 through 2015 has been extended to December 31, 2020. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from examination of prior year tax returns. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. At September 30, 2019 and December 31, 2018 , unrecognized tax benefits, including interest and penalties, are $68.3 million and $52.3 million , respectively. Unrecognized tax benefits, including interest, at September 30, 2019 increased by $16.0 million due primarily to research credits. If unrecognized tax benefits at September 30, 2019 are subsequently recognized, $63.5 million , net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2018 was $49.1 million . The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $24.5 million by September 30, 2020, due to expirations of statutes of limitations or other settlements; of this amount, $24.3 million would reduce the income tax provision. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Marketable Securities At September 30, 2019 and December 31, 2018 , the fair value of marketable securities are as follows: September 30, 2019 December 31, 2018 (In thousands) Marketable equity securities $ 157,174 $ 419 Available-for-sale marketable debt securities — 123,246 Total marketable securities $ 157,174 $ 123,665 The Company has an investment in Pinterest, which is carried at fair value following its initial public offering in April 2019. Prior to this, the Company accounted for its investment in Pinterest as an equity security without a readily determinable fair value. Unrealized gains or losses related to the Company's investment in Pinterest is included in "Other income, net" in the accompanying consolidated statement of operations. For the three and nine months ended September 30, 2019 , the Company recognized an unrealized loss of $4.6 million and an unrealized gain of $25.3 million , respectively. At December 31, 2018 , current available-for-sale marketable debt securities were as follows: Amortized Gross Gross 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 The following table presents the proceeds from maturities of available-for-sale marketable debt securities: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Proceeds from maturities of available-for-sale marketable debt securities $ — $ 115,000 $ 163,500 $ 125,000 The specific-identification method is used to determine the cost of available-for-sale marketable debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings. There were no gross realized gains or losses from the sales of available-for-sale marketable debt securities for the three and nine months ended September 30, 2019 and 2018 . Equity securities without readily determinable fair values At September 30, 2019 and December 31, 2018 , the carrying values of the Company's investments in equity securities without readily determinable fair values totaled $334.0 million and $235.1 million , respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. All gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income, net" in the accompanying consolidated statement of operations. In the third quarter of 2019, the Company made a $250 million investment in Turo, a peer-to-peer car sharing marketplace. As part of its investment, the Company received a warrant that is net settleable at the Company's option and is recorded at fair value each reporting period with any change included in "Other income, net" in the accompany consolidated statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table below as Level 3. The warrant is included in "Other non-current assets" in the accompanying consolidated balance sheet. The following table presents a summary of realized and unrealized gains and losses recorded in other income (expense), net, as adjustments to the carrying value of equity securities without readily determinable fair values held as of September 30, 2019 and 2018 . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Upward adjustments (gross unrealized gains) $ 53 $ — $ 53 $ 128,786 Downward adjustments including impairment (gross unrealized losses) (543 ) — (1,193 ) (2,588 ) Total $ (490 ) $ — $ (1,140 ) $ 126,198 The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, 2019 were $0.3 million and $3.0 million , respectively. Realized and unrealized gains and losses for the Company's marketable equity securities and investments without readily determinable fair values for the three and nine months ended September 30, 2019 and 2018 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Realized (losses) gains, net, for equity securities sold $ (8 ) $ 702 $ 2,136 $ 27,874 Unrealized (losses) gains, net, on equity securities held (5,066 ) (115 ) 24,181 126,444 Total (losses) gains recognized, net, in other income, net $ (5,074 ) $ 587 $ 26,317 $ 154,318 Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: • 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. The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2019 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 818,158 $ — $ — $ 818,158 Treasury discount notes — 1,349,257 — 1,349,257 Time deposits — 145,035 — 145,035 Marketable securities: Marketable equity security 157,174 — — 157,174 Other non-current assets: Warrant — — 8,929 8,929 Total $ 975,332 $ 1,494,292 $ 8,929 $ 2,478,553 Liabilities: Contingent consideration arrangement $ — $ — $ (13,664 ) $ (13,664 ) December 31, 2018 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 880,815 $ — $ — $ 880,815 Treasury discount notes — 561,733 — 561,733 Commercial paper — 162,417 — 162,417 Time deposits — 90,036 — 90,036 Marketable securities: Treasury discount notes — 112,291 — 112,291 Commercial paper — 10,955 — 10,955 Marketable equity security 419 — — 419 Total $ 881,234 $ 937,432 $ — $ 1,818,666 Liabilities: Contingent consideration arrangements $ — $ — $ (28,631 ) $ (28,631 ) The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2019 2018 Warrant Contingent Contingent (In thousands) Balance at July 1 $ — $ (29,803 ) $ (1,910 ) Total net (losses) gains: Included in earnings: Fair value adjustments (8,689 ) 16,139 (55 ) Included in other comprehensive loss — — (15 ) Fair value date of acquisition 17,618 — — Balance at September 30 $ 8,929 $ (13,664 ) $ (1,980 ) Nine Months Ended September 30, 2019 2018 Warrant Contingent Contingent (In thousands) Balance at January 1 $ — $ (28,631 ) $ (2,647 ) Total net (losses) gains: Included in earnings: Fair value adjustments (8,689 ) 12,993 (265 ) Included in other comprehensive loss — (14 ) (16 ) Fair value at date of acquisition 17,618 — — Settlements — 1,988 948 Balance at September 30 $ 8,929 $ (13,664 ) $ (1,980 ) Contingent Consideration Arrangements At September 30, 2019 , the Company has one outstanding contingent consideration arrangement related to a business acquisition. The arrangement has a total maximum contingent payment of $45.0 million . At September 30, 2019 , the gross fair value of this arrangement, before unamortized discount, is $22.3 million . During the first quarter of 2019 , the Company paid $2.0 million to settle a contingent consideration arrangement that was outstanding at December 31, 2018. Generally, our contingent consideration arrangements are based upon financial performance and/or operating metric targets and the Company generally determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, if the arrangements are initially long-term in nature, applying a discount rate that appropriately captures the risks associated with the obligations to determine the net amount reflected in the consolidated financial statements. The fair value of the contingent consideration arrangement at September 30, 2019 reflects a discount rate of 25% . The fair values of the contingent consideration arrangements at December 31, 2018 reflect discount rates ranging from 12% to 25% . The fair value of contingent consideration arrangements is sensitive to changes in the expected achievement of the applicable targets and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in "General and administrative expense" in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at September 30, 2019 and December 31, 2018 includes a current portion of $2.0 million and $2.0 million , respectively, and a non-current portion of $11.7 million and $26.6 million , respectively. The current and non-current portions of the contingent consideration liability are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet. Assets measured at fair value on a nonrecurring basis The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company's financial assets, comprising equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2019 December 31, 2018 Carrying Fair Carrying Fair (In thousands) Current portion of long-term debt $ (13,750 ) $ (13,681 ) $ (13,750 ) $ (12,753 ) Long-term debt, net (a) (3,111,882 ) (3,934,574 ) (2,245,548 ) (2,460,204 ) _____________________ (a) At September 30, 2019 and December 31, 2018 , the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $417.8 million and $88.9 million , respectively . At September 30, 2019 and December 31, 2018 , the fair value of long-term debt is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. At December 31, 2018, the Company considered the outstanding borrowings under the MTCH's $500 million revolving credit facility ("MTCH Credit Facility"), which has a variable interest rate, to have a fair value equal to its carrying value. The outstanding borrowings under the MTCH Credit Facility were repaid with a portion of the net proceeds from MTCH's $350 million aggregate principal amount of its 5.625% Senior Notes issued on February 15, 2019. See " Note 5—Long-term Debt |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT At September 30, 2019 and December 31, 2018 , long-term debt consists of: September 30, 2019 December 31, 2018 (In thousands) MTCH Debt: MTCH Term Loan due November 16, 2022 $ 425,000 $ 425,000 MTCH Credit Facility due December 7, 2023 — 260,000 6.375% Senior Notes due June 1, 2024 (the "6.375% MTCH Senior Notes"); interest payable each June 1 and December 1 400,000 400,000 5.00% Senior Notes due December 15, 2027 (the "5.00% MTCH Senior Notes"); interest payable each June 15 and December 15 450,000 450,000 5.625% Senior Notes due February 15, 2029 (the "5.625% MTCH Senior Notes"); interest payable each February 15 and August 15 350,000 — Total MTCH long-term debt 1,625,000 1,535,000 Less: unamortized original issue discount 6,586 7,352 Less: unamortized debt issuance costs 15,786 11,737 Total MTCH debt, net 1,602,628 1,515,911 ANGI Debt: ANGI Term Loan due November 5, 2023 250,938 261,250 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,942 2,529 Total ANGI debt, net 235,246 244,971 IAC Debt: 0.875% Exchangeable Senior Notes due October 1, 2022 (the "2022 Exchangeable Notes"); interest payable each April 1 and October 1 517,500 517,500 0.875% Exchangeable Senior Notes due June 15, 2026 (the "2026 Exchangeable Notes"); interest payable each June 15 and December 15; commencing on December 15, 2019 575,000 — 2.00% Exchangeable Senior Notes due January 15, 2030 (the "2030 Exchangeable Notes"); interest payable each January 15 and July 15; commencing on January 15, 2020 575,000 — 4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15 — 34,489 Total IAC long-term debt 1,667,500 551,989 Less: unamortized original issue discount 362,390 54,025 Less: unamortized debt issuance costs 31,102 13,298 Total IAC debt, net 1,274,008 484,666 Total long-term debt, net $ 3,111,882 $ 2,245,548 MTCH Senior Notes The 6.375% MTCH Senior Notes were issued on June 1, 2016 and are currently redeemable. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date. The 5.00% MTCH Senior Notes were issued on December 4, 2017. At any time prior to December 15, 2022, the 5.00% MTCH Senior Notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date. On February 15, 2019, MTCH issued its 5.625% Senior Notes. 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. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date. The indentures governing the 6.375% and 5.00% MTCH Senior Notes contain covenants that would limit MTCH's ability to pay dividends, make distributions or repurchase MTCH stock in the event a default has occurred or MTCH's consolidated leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0 . At September 30, 2019 , there were no limitations pursuant thereto. There are additional covenants in those indentures that limit MTCH's ability and the ability of its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MTCH is not in compliance with certain ratios set forth therein, and (ii) incur liens, enter into agreements restricting MTCH subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets. The indenture governing the 5.625% MTCH Senior Notes is less restrictive than the indentures governing the 6.375% and 5.00% MTCH Senior Notes and generally only limits MTCH's ability and the ability of its subsidiaries to, among other things, create liens on assets and limits MTCH's ability to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. MTCH's Senior Notes are ranked equally with each other. MTCH Term Loan and MTCH Credit Facility At both September 30, 2019 and December 31, 2018 , the outstanding balance on the MTCH Term Loan was $425.0 million . The MTCH Term Loan bears interest at LIBOR plus 2.50% , and was 4.66% and 5.09% at September 30, 2019 and December 31, 2018 , respectively. The MTCH Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the credit agreement. Interest payments are due at least quarterly through the term of the loan. At September 30, 2019 , there were no outstanding borrowings under the MTCH Credit Facility. At December 31, 2018, the outstanding borrowings under the MTCH Credit Facility were $260.0 million , which bore interest at LIBOR plus 1.50% , or approximately 4.00% , and were repaid with a portion of the net proceeds from the 5.625% MTCH Senior Notes, described above. MTCH's Credit Facility expires on December 7, 2023. The annual commitment fee on undrawn funds is based on the MTCH consolidated net leverage ratio and is 25 basis points at both September 30, 2019 and December 31, 2018 , respectively. Borrowings under the MTCH Credit Facility bear interest, at MTCH's option, at a base rate or LIBOR, in each case plus an applicable margin, which is based on MTCH's consolidated net leverage ratio. The terms of the MTCH Credit Facility require MTCH to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0 (in each case as defined in the credit agreement). The MTCH Term Loan and MTCH Credit Facility contain covenants that would limit MTCH’s ability to pay dividends, make distributions or repurchase MTCH stock in the event MTCH’s secured net leverage ratio exceeds 2.0 to 1.0 , while the MTCH Term Loan remains outstanding and, thereafter, if the consolidated net leverage ratio exceeds 4.0 to 1.0 , or in the event a default has occurred. There are additional covenants under these MTCH debt agreements that limit the ability of MTCH and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the MTCH Credit Facility and MTCH Term Loan are unconditionally guaranteed by certain MTCH wholly-owned domestic subsidiaries and are secured by the stock of certain MTCH domestic and foreign subsidiaries. The MTCH Term Loan and outstanding borrowings, if any, under the MTCH Credit Facility rank equally with each other, and have priority over the MTCH Senior Notes to the extent of the value of the assets securing the borrowings under the MTCH credit agreement. ANGI Term Loan and ANGI Credit Facility At September 30, 2019 and December 31, 2018 , the outstanding balance on the ANGI Term Loan was $250.9 million and $261.3 million , respectively. At both September 30, 2019 and December 31, 2018 , the ANGI Term Loan bears interest at LIBOR plus 1.50% . The spread over LIBOR is subject to change in future periods based on ANGI's consolidated net leverage ratio. The interest rate was 3.53% and approximately 4.00% at September 30, 2019 and December 31, 2018 , respectively. Interest payments are due at least quarterly through the term of the loan. Additionally, there are quarterly principal payments of $3.4 million through December 31, 2021, $6.9 million for the one-year period ending December 31, 2022 and $10.3 million through maturity of the loan when the final amount of $161.6 million is due. The ANGI Term Loan requires ANGI to maintain a consolidated net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0 (in each case as defined in the credit agreement). The ANGI Term Loan also contains covenants that would limit ANGI’s ability to pay dividends, make distributions or repurchase ANGI stock in the event a default has occurred or ANGI’s consolidated net leverage ratio exceeds 4.25 to 1.0 . There are additional covenants under the ANGI Term Loan that limit the ability of ANGI and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. On November 5, 2018, ANGI entered into a five -year $250 million revolving credit facility (the "ANGI Credit Facility"). At September 30, 2019 and December 31, 2018 , there were no outstanding borrowings under the ANGI Credit Facility. The annual commitment fee on undrawn funds is based on ANGI's consolidated net leverage ratio most recently reported and is 25 basis points at both September 30, 2019 and December 31, 2018 . Borrowings under the ANGI Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is based on ANGI's consolidated net leverage ratio. The financial and other covenants are the same as those for the ANGI Term Loan. The ANGI Term Loan and ANGI Credit Facility are guaranteed by ANGI's wholly-owned material domestic subsidiaries and are secured by substantially all assets of ANGI and the guarantors, subject to certain exceptions. IAC Exchangeable Notes Exchangeable Notes On October 2, 2017, IAC FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 2022 Exchangeable Notes. During the second quarter of 2019, IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively. The net proceeds from the sales of the 2026 Exchangeable Notes and the 2030 Exchangeable Notes were approximately $1.1 billion , after deducting fees and expenses. A portion of the net proceeds from the offerings were used to pay the net premium of $136.9 million on the 2026 Exchangeable Notes Hedge and Warrants and the 2030 Exchangeable Notes Hedge and Warrants (described below). The remainder will be used for general corporate purposes. The 2022, 2026 and 2030 Exchangeable Notes (collectively the "Exchangeable Notes") are guaranteed by the Company. At September 30, 2019 , the Company, excluding MTCH and ANGI, held $2.3 billion in cash and cash equivalents and marketable securities, which is in excess of $1.7 billion of the Exchangeable Notes outstanding. The following table presents detail of the exchangeable feature: 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 _____________________ * Subject to adjustment upon the occurrence of specified events. The Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days during the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five -business day period after any five -consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described under the indentures governing the respective Exchangeable Notes. On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the Company, in its sole discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1) shares of the Company's common stock, (2) cash or (3) a combination of cash and shares of the Company's common stock. It is the Company's intention to settle the Exchangeable Notes with cash equal to the face amount of the notes upon exchange; any shares issued would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below). The Company’s 2022 Exchangeable Notes are currently exchangeable; during the three and nine months ended September 30, 2019, no notes were exchanged. The if-converted value of the 2022 Exchangeable Notes exceeded its principal amount of $517.5 million by $223.7 million and $105.0 million based on the Company's stock price on September 30, 2019 and December 31, 2018 , respectively. Additionally, each of IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc. may redeem for cash all or any portion of its applicable notes, at its option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the common stock underlying the respective notes has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. We separately account for the debt and equity components of the Exchangeable Notes, and therefore, the Company recorded an original issue discount and corresponding increase to additional paid-in capital, which is the fair value attributed to the exchange feature of each series of debt at issuance. The Company is amortizing the original issue discount and the debt issuance costs utilizing the effective interest method over the life of the Exchangeable Notes. The effective interest rates for the 2022, 2026 and 2030 Exchangeable Notes are 4.73% , 5.35% and 6.59% , respectively. The following table sets forth the components of the Exchangeable Notes as of September 30, 2019 and December 31, 2018 (in thousands): 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes September 30, 2019 Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 44,259 133,188 184,943 Net carrying value of the liability component $ 473,241 $ 441,812 $ 390,057 Equity component $ 70,363 $ 138,796 $ 189,213 2022 Exchangeable Notes December 31, 2018 Liability component: Principal $ 517,500 Less: unamortized original issue discount 54,025 Net carrying value of the liability component $ 463,475 Equity component $ 70,363 The following table sets forth interest expense recognized related to the Exchangeable Notes (in thousands): Three Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes Contractual interest expense $ 1,132 $ 1,258 $ 2,875 Amortization of original issue discount 3,006 4,109 3,124 Amortization of debt issuance costs 375 294 148 Total interest expense recognized $ 4,513 $ 5,661 $ 6,147 Nine Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes Contractual interest expense $ 3,396 $ 1,705 $ 3,897 Amortization of original issue discount 9,765 5,608 4,270 Amortization of debt issuance costs 2,117 425 233 Total interest expense recognized $ 15,278 $ 7,738 $ 8,400 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 2022 Exchangeable Notes Contractual interest expense $ 1,138 $ 3,396 Amortization of original issue discount 3,299 9,802 Amortization of debt issuance costs 865 2,619 Total interest expense recognized $ 5,302 $ 15,817 Exchangeable Notes Hedge and Warrants In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share set forth below (the "Exchangeable Notes Hedge"), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below (the "Exchangeable Notes Warrants"). The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company's common stock upon any exchange of notes and/or offset any cash payment IAC FinanceCo, Inc., IAC FinanceCo 2, Inc. or IAC FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company's common stock to the extent that the market price per share of the Company common stock exceeds their respective strike prices. The following tables presents details of the Exchangeable Notes Hedges and Warrants (shares in millions): 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 _____________________ * Subject to adjustment upon the occurrence of specified events. IAC Senior Notes On August 23, 2019, the Company redeemed all outstanding 4.75% Senior Notes for $34.5 million plus a premium of $0.5 million and accrued interest of $0.3 million . IAC Credit Facility As of September 30, 2019 , IAC has a $250 million revolving credit facility (the "IAC Credit Facility"), under which IAC Group, LLC, a subsidiary of the Company, is the borrower ("Borrower"), that expires on November 5, 2023. At September 30, 2019 and December 31, 2018 , there were no outstanding borrowings under the IAC Credit Facility. The annual commitment fee on undrawn funds is based on the consolidated net leverage ratio (as defined in the agreement) most recently reported, and is 20 basis points at both September 30, 2019 and December 31, 2018 . Borrowings under the IAC Credit Facility bear interest, at the Borrower's option, at a base rate or LIBOR, in each case, plus an applicable margin, which is determined by reference to a pricing grid based on the Borrower's consolidated net leverage ratio. The terms of the IAC Credit Facility require that the Borrower maintain a consolidated net leverage ratio of not more than 3.25 to 1.0 before the date on which the Borrower no longer holds majority of the outstanding voting stock of each of ANGI and MTCH ("Trigger Date") and no greater than 2.75 to 1.0 on or after the Trigger Date. The terms of the IAC Credit Facility also restrict the Borrower's ability to incur additional indebtedness. Borrowings under the IAC Credit Facility are unconditionally guaranteed by certain of our wholly-owned domestic subsidiaries and are also secured by the stock of certain of our domestic and foreign subsidiaries, including the shares of MTCH and ANGI owned by the Borrower. Maturities of long-term debt as of September 30, 2019 (in thousands): Remainder of 2019 $ 3,438 2020 13,750 2021 13,750 2022 970,000 2023 192,500 After 2023 2,350,000 Total 3,543,438 Less: current portion of long-term debt 13,750 Less: unamortized original issue discount 368,976 Less: unamortized debt issuance costs 48,830 Total long-term debt, net $ 3,111,882 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings: Three Months Ended September 30, 2019 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (125,705 ) $ (125,705 ) Other comprehensive loss (18,389 ) (18,389 ) Net current period other comprehensive loss (18,389 ) (18,389 ) Allocation of accumulated other comprehensive loss related to the noncontrolling interests (510 ) (510 ) Balance as of September 30 $ (144,604 ) $ (144,604 ) Three Months Ended September 30, 2018 Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of July 1 $ (112,730 ) $ 13 $ (112,717 ) Other comprehensive loss (502 ) (27 ) (529 ) Net current period other comprehensive loss (502 ) (27 ) (529 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 391 — 391 Balance as of September 30 $ (112,841 ) $ (14 ) $ (112,855 ) Nine Months Ended September 30, 2019 Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (128,726 ) $ 4 $ (128,722 ) Other comprehensive loss (16,299 ) (4 ) (16,303 ) Net current period other comprehensive loss (16,299 ) (4 ) (16,303 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 421 — 421 Balance as of September 30 $ (144,604 ) $ — $ (144,604 ) Nine Months Ended September 30, 2018 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (103,568 ) $ — $ (103,568 ) Other comprehensive loss before reclassifications (9,550 ) (14 ) (9,564 ) Amounts reclassified to earnings (52 ) — (52 ) Net current period other comprehensive loss (9,602 ) (14 ) (9,616 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 329 — 329 Balance as of September 30 $ (112,841 ) $ (14 ) $ (112,855 ) The amount reclassified out of foreign currency translation adjustment into earnings for the nine months ended September 30, 2018 relate to the liquidation of an international subsidiary. At both September 30, 2019 and 2018 , there was no tax benefit or provision on the accumulated other comprehensive loss. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders: Three Months Ended September 30, 2019 2018 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings $ 159,772 $ 159,772 $ 171,577 $ 171,577 Net earnings attributable to noncontrolling interests (31,228 ) (31,228 ) (25,803 ) (25,803 ) Impact from publicly-traded subsidiaries' dilutive securities (a) — (7,342 ) — (8,336 ) Net earnings attributable to IAC shareholders $ 128,544 $ 121,202 $ 145,774 $ 137,438 Denominator: Weighted average basic shares outstanding 84,393 84,393 83,433 83,433 Dilutive securities (a) (b) (c) (d) — 5,095 — 8,542 Denominator for earnings per share—weighted average shares (a) (b) (c) (d) 84,393 89,488 83,433 91,975 Earnings per share attributable to IAC shareholders: Earnings per share $ 1.52 $ 1.35 $ 1.75 $ 1.49 Nine Months Ended September 30, 2019 2018 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings $ 419,548 $ 419,548 $ 540,270 $ 540,270 Net earnings attributable to noncontrolling interests (88,842 ) (88,842 ) (105,061 ) (105,061 ) Impact from publicly-traded subsidiaries' dilutive securities (a) — (20,174 ) — (19,490 ) Net earnings attributable to IAC shareholders $ 330,706 $ 310,532 $ 435,209 $ 415,719 Denominator: Weighted average basic shares outstanding 84,147 84,147 83,342 83,342 Dilutive securities (a) (b) (c) (d) — 5,799 — 8,076 Denominator for earnings per share—weighted average shares (a) (b) (c) (d) 84,147 89,946 83,342 91,418 Earnings per share attributable to IAC shareholders: Earnings per share $ 3.93 $ 3.45 $ 5.22 $ 4.55 _____________________ (a) IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three and nine months ended September 30, 2019 and for the three months ended September 30, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the nine months ended September 30, 2018 , it is more dilutive for IAC to settle certain MTCH and ANGI equity awards. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants and subsidiary denominated equity, exchange of the Company's Exchangeable Notes and vesting of restricted stock units. For the three and nine months ended September 30, 2019 , 7.7 million and 11.2 million , respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended September 30, 2018 , 3.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based stock units ("PSUs") are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For both three and nine months ended September 30, 2019 , 0.3 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. For both the three and nine months ended September 30, 2018 , 0.2 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. (d) It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate $152.18 , $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, respectively. The average price of IAC common stock was $238.90 and $223.32 for the three and nine months ended September 30, 2019 , respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 1.2 million and 1.1 million shares, respectively. For the three and nine months ended September 30, 2018 , the average price of IAC common stock was $181.60 and $160.85 , respectively, and the dilutive impact of the 2022 Exchangeable Notes was 0.6 million and 0.2 million |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with: how the chief operating decision maker views the businesses; how the businesses are organized as to segment management; and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics or, in the case of the Emerging & Other reportable segment, do not meet the quantitative thresholds that require presentation as separate reportable segments. The following table presents revenue by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenue: Match Group $ 541,493 $ 443,943 $ 1,504,091 $ 1,272,506 ANGI Homeservices 357,358 303,116 1,004,697 853,249 Vimeo 52,145 40,304 141,439 115,432 Dotdash 40,285 30,053 111,974 90,841 Applications 126,071 153,973 402,557 429,034 Emerging & Other 129,581 133,345 374,871 398,026 Inter-segment eliminations (59 ) (142 ) (254 ) (299 ) Total $ 1,246,874 $ 1,104,592 $ 3,539,375 $ 3,158,789 The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Match Group Direct revenue: North America $ 268,863 $ 233,643 $ 758,135 $ 667,163 International 262,086 197,902 714,076 564,846 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Total Direct revenue 530,949 431,545 1,472,211 1,232,009 Indirect revenue (principally advertising revenue) 10,544 12,398 31,880 40,497 Total Match Group revenue $ 541,493 $ 443,943 $ 1,504,091 $ 1,272,506 ANGI Homeservices Marketplace: Consumer connection revenue $ 252,552 $ 195,065 $ 695,370 $ 531,297 Membership subscription revenue 16,237 17,034 49,239 49,226 Other revenue 1,727 950 5,360 2,869 Total Marketplace revenue 270,516 213,049 749,969 583,392 Advertising and other revenue 68,628 73,545 195,569 216,733 Total North America revenue 339,144 286,594 945,538 800,125 Consumer connection revenue 14,125 12,022 46,480 38,885 Membership subscription revenue 3,465 4,217 10,820 13,405 Advertising and other revenue 624 283 1,859 834 Total Europe revenue 18,214 16,522 59,159 53,124 Total ANGI Homeservices revenue $ 357,358 $ 303,116 $ 1,004,697 $ 853,249 Vimeo Platform revenue $ 52,145 $ 37,245 $ 139,160 $ 106,470 Hardware revenue — 3,059 2,279 8,962 Total Vimeo revenue $ 52,145 $ 40,304 $ 141,439 $ 115,432 Dotdash Advertising revenue $ 29,158 $ 23,949 $ 84,171 $ 71,714 Affiliate commerce commission and other revenue 11,127 6,104 27,803 19,127 Total Dotdash revenue $ 40,285 $ 30,053 $ 111,974 $ 90,841 Applications Desktop: Advertising revenue: Google advertising revenue $ 68,076 $ 110,855 $ 234,211 $ 326,982 Other advertising revenue 3,179 3,416 9,373 7,223 Total advertising revenue 71,255 114,271 243,584 334,205 Subscription and other revenue 3,613 4,271 12,109 16,355 Total Desktop revenue 74,868 118,542 255,693 350,560 Mosaic Group: Subscription and other revenue 49,079 31,157 139,907 63,687 Advertising revenue 2,124 4,274 6,957 14,787 Total Mosaic Group revenue 51,203 35,431 146,864 78,474 Total Applications revenue $ 126,071 $ 153,973 $ 402,557 $ 429,034 Emerging & Other Advertising revenue: Google advertising revenue $ 101,609 $ 84,955 $ 303,207 $ 266,061 Other advertising revenue 11,955 20,918 27,231 50,986 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Total advertising revenue 113,564 105,873 330,438 317,047 Other revenue 16,017 27,472 44,433 80,979 Total Emerging & Other revenue $ 129,581 $ 133,345 $ 374,871 $ 398,026 Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenue: United States $ 807,188 $ 738,599 $ 2,293,664 $ 2,104,750 All other countries 439,686 365,993 1,245,711 1,054,039 Total $ 1,246,874 $ 1,104,592 $ 3,539,375 $ 3,158,789 September 30, December 31, (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 336,055 $ 289,756 All other countries 25,609 29,044 Total $ 361,664 $ 318,800 The following tables present operating income (loss) and Adjusted EBTIDA by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Operating Income (Loss): Match Group $ 176,604 $ 139,895 $ 468,330 $ 402,293 ANGI Homeservices 24,726 33,515 32,488 46,021 Vimeo (11,155 ) (6,161 ) (40,555 ) (25,502 ) Dotdash 3,695 2,416 13,752 6,946 Applications 39,099 33,041 85,422 91,579 Emerging & Other (1,821 ) 10,893 (6,130 ) 23,465 Corporate (45,296 ) (40,767 ) (133,272 ) (113,583 ) Total $ 185,852 $ 172,832 $ 420,035 $ 431,219 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Adjusted EBITDA (a) : Match Group $ 206,131 $ 165,039 $ 564,720 $ 478,341 ANGI Homeservices $ 58,923 $ 77,700 $ 147,534 $ 181,319 Vimeo $ (7,997 ) $ (4,229 ) $ (33,661 ) $ (19,644 ) Dotdash $ 7,026 $ 3,071 $ 22,551 $ 8,914 Applications $ 25,433 $ 34,989 $ 80,440 $ 97,145 Emerging & Other $ (1,529 ) $ 12,235 $ (5,141 ) $ 28,733 Corporate $ (21,945 ) $ (21,478 ) $ (60,751 ) $ (54,038 ) _____________________ (a) The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our businesses, and this measure is one of the primary metrics on which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. The following tables reconcile operating income (loss) to Adjusted EBITDA for the Company's reportable segments: Three Months Ended September 30, 2019 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 176,604 $ 20,805 $ 8,081 $ 641 $ — $ 206,131 ANGI Homeservices 24,726 $ 8,784 $ 11,244 $ 14,169 $ — $ 58,923 Vimeo (11,155 ) $ — $ 39 $ 3,119 $ — $ (7,997 ) Dotdash 3,695 $ — $ 216 $ 3,115 $ — $ 7,026 Applications 39,099 $ — $ 331 $ 2,142 $ (16,139 ) $ 25,433 Emerging & Other (1,821 ) $ — $ 292 $ — $ — $ (1,529 ) Corporate (45,296 ) $ 20,464 $ 2,887 $ — $ — $ (21,945 ) Operating income 185,852 Interest expense (42,132 ) Other income, net 1,229 Earnings before income taxes 144,949 Income tax benefit 14,823 Net earnings 159,772 Net earnings attributable to noncontrolling interests (31,228 ) Net earnings attributable to IAC shareholders $ 128,544 Three Months Ended September 30, 2018 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 139,895 $ 16,141 $ 8,513 $ 435 $ 55 $ 165,039 ANGI Homeservices 33,515 $ 22,474 $ 6,100 $ 15,611 $ — $ 77,700 Vimeo (6,161 ) $ — $ 291 $ 1,641 $ — $ (4,229 ) Dotdash 2,416 $ — $ 246 $ 409 $ — $ 3,071 Applications 33,041 $ — $ 617 $ 1,331 $ — $ 34,989 Emerging & Other 10,893 $ 323 $ 294 $ 725 $ — $ 12,235 Corporate (40,767 ) $ 16,425 $ 2,864 $ — $ — $ (21,478 ) Operating income 172,832 Interest expense (27,610 ) Other income, net 8,113 Earnings before income taxes 153,335 Income tax benefit 18,242 Net earnings 171,577 Net earnings attributable to noncontrolling interests (25,803 ) Net earnings attributable to IAC shareholders $ 145,774 Nine Months Ended September 30, 2019 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 468,330 $ 70,817 $ 24,109 $ 1,464 $ — $ 564,720 ANGI Homeservices 32,488 $ 45,586 $ 27,039 $ 42,421 $ — $ 147,534 Vimeo (40,555 ) $ — $ 364 $ 6,530 $ — $ (33,661 ) Dotdash 13,752 $ — $ 660 $ 8,139 $ — $ 22,551 Applications 85,422 $ — $ 1,139 $ 6,872 $ (12,993 ) $ 80,440 Emerging & Other (6,130 ) $ — $ 839 $ 150 $ — $ (5,141 ) Corporate (133,272 ) $ 63,519 $ 9,002 $ — $ — $ (60,751 ) Operating income 420,035 Interest expense (110,481 ) Other income, net 47,852 Earnings before income taxes 357,406 Income tax benefit 62,142 Net earnings 419,548 Net earnings attributable to noncontrolling interests (88,842 ) Net earnings attributable to IAC shareholders $ 330,706 Nine Months Ended September 30, 2018 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 402,293 $ 49,810 $ 25,059 $ 914 $ 265 $ 478,341 ANGI Homeservices 46,021 $ 69,433 $ 18,170 $ 47,695 $ — $ 181,319 Vimeo (25,502 ) $ — $ 947 $ 4,911 $ — $ (19,644 ) Dotdash 6,946 $ — $ 741 $ 1,227 $ — $ 8,914 Applications 91,579 $ — $ 2,145 $ 3,421 $ — $ 97,145 Emerging & Other 23,465 $ 1,747 $ 1,396 $ 2,125 $ — $ 28,733 Corporate (113,583 ) $ 51,016 $ 8,529 $ — $ — $ (54,038 ) Operating income 431,219 Interest expense (81,471 ) Other income, net 174,635 Earnings before income taxes 524,383 Income tax benefit 15,887 Net earnings 540,270 Net earnings attributable to noncontrolling interests (105,061 ) Net earnings attributable to IAC shareholders $ 435,209 |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | CONSOLIDATED FINANCIAL STATEMENT DETAILS Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 (In thousands) Cash and cash equivalents $ 2,946,180 $ 2,131,632 $ 1,670,984 $ 1,630,809 Restricted cash included in other current assets 1,570 1,633 344 2,873 Restricted cash included in other non-current assets 403 420 433 — Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows $ 2,948,153 $ 2,133,685 $ 1,671,761 $ 1,633,682 Restricted cash at September 30, 2019 and December 31, 2018 primarily consists of a cash collateralized letter of credit and a deposit related to corporate credit cards. Restricted cash at December 31, 2017 primarily supports a letter of credit to a supplier, which was released to the Company in the second quarter of 2018. Other income, net Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Other income, net $1,229 $8,113 $47,852 $174,635 For the three months ended September 30, 2019 and 2018 Other income, net in 2019 includes: $15.9 million of interest income; an unrealized reduction of $8.7 million in the estimated fair value of a warrant; and a $4.6 million unrealized loss related to our investment in Pinterest, which is carried at fair value following its initial public offering in April 2019. Other income, net in 2018 includes: interest income of $8.1 million ; and $0.8 million in net foreign currency exchange gains due primarily to the strengthening of the U.S. dollar relative to the British Pound during the three months ended September 30, 2018. For the nine months ended September 30, 2019 and 2018 Other income, net in 2019 includes: $42.8 million of interest income; a $25.3 million unrealized gain related to our investment in Pinterest; an unrealized reduction of $8.7 million in the estimated fair value of a warrant; a realized loss of $8.2 million related to the sale of Vimeo's hardware business in the first quarter of 2019; and a $1.3 million mark-to-market charge pertaining to a subsidiary denominated equity instrument. Other income, net in 2018 includes: a $26.8 million realized gain on the sale of certain Pinterest shares held by the Company and a $128.8 million unrealized gain to adjust our remaining interest in Pinterest to fair value in accordance with ASU No. 2016-01, which was adopted effective January 1, 2018; $20.2 million of interest income; and $2.9 million in net foreign currency exchange gains due primarily to the strengthening of the U.S. dollar relative to the British Pound during the nine months ended September 30, 2018. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See " Note 3—Income Taxes " for additional information related to income tax contingencies. Tinder Optionholder Litigation against IAC and Match Group On August 14, 2018, ten then-current and former employees of Match Group, LLC or Tinder, Inc. ("Tinder"), an operating business of Match Group, filed a lawsuit in New York state court against IAC and Match Group. See Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc. , No. 654038/2018 (Supreme Court, New York County). The complaint alleges that in 2017, the defendants: (i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. The complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Match Group only), and interference with prospective economic advantage, and seeks compensatory damages in the amount of at least $2 billion , as well as punitive damages. On August 31, 2018, four plaintiffs who were still employed by Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs. On October 9, 2018, the defendants filed a motion to dismiss the complaint on various grounds, including that the 2017 valuation of Tinder by the investment banks was an expert determination any challenge to which is both time-barred under applicable law and available only on narrow substantive grounds that the plaintiffs have not pleaded in their complaint; the plaintiffs opposed the motion. On June 13, 2019, the court issued a decision and order (i) granting the motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichment, (ii) granting the motion to dismiss the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and (iii) otherwise denying the motion to dismiss. On June 21, 2019, the defendants filed a notice of appeal from the court’s partial denial of their motion to dismiss, and the parties thereafter briefed the appeal. On October 29, 2019, the Appellate Division, First Department, issued an order affirming the lower court’s decision. On June 3, 2019, the defendants filed a second motion to dismiss based upon certain provisions of the plaintiffs' agreement with a litigation funding firm; the plaintiffs have opposed the motion, which remains pending. Document discovery is largely complete, and deposition discovery is in abeyance pursuant to the court’s suggestion that the parties pursue mediation of their dispute. IAC and Match Group believe that the allegations in this lawsuit are without merit and will continue to defend vigorously against it. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations IAC has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish, OkCupid and Hinge, and ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy, and operates Vimeo and Dotdash, among many other online businesses. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. |
Accounting for Investments and Equity Securities | Accounting for Investments and Equity Securities Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet. At September 30, 2019 and December 31, 2018 , the Company did not have any investments accounted for using the equity method. Investments in equity securities, other than those of our consolidated subsidiaries and those accounted for under the equity method, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board's ("FASB") issued Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , following its adoption on January 1, 2018, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income (expense), net. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents and marketable debt securities; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; the fair value of acquisition-related contingent consideration arrangements; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. |
General Revenue Recognition | General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to our customers and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. The Company's disaggregated revenue disclosures are presented in " Note 8—Segment Information ." Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2018 are $360.0 million and $1.7 million , respectively. During the nine months ended September 30, 2019, the Company recognized $346.5 million of revenue that was included in the deferred revenue balance as of December 31, 2018. During the nine months ended September 30, 2018, the Company recognized $317.2 million of revenue that was included in the deferred revenue balance as of January 1, 2018. The current and non-current deferred revenue balances at September 30, 2019 are $414.3 million and $1.4 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Practical Expedients and Exemptions As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. |
Certain Risks and Concentrations - Services Agreement with Google | Certain Risks and Concentrations—Services Agreement with Google |
Adoption of ASU No. 2016-02, Leases (Topic 842) | Adoption of ASU No. 2016-02, Leases (Topic 842) The Company adopted ASU No. 2016-02, Leases (Topic 842) ("ASC 842") effective January 1, 2019. ASC 842 superseded previously existing guidance on accounting for leases and generally requires all leases to be recognized in the statement of financial position. The adoption of ASC 842 resulted in the recognition of $154.7 million of right-of-use assets ("ROU assets") and related lease liabilities as of January 1, 2019, with no cumulative effect adjustment. The adoption of ASC 842 had no impact on the Company’s consolidated results of operations or cash flows. The Company adopted ASC 842 prospectively and, therefore, did not revise comparative period information or disclosure. In addition, the Company elected the package of practical expedients permitted under ASC 842. See " Note 2—Leases " for additional information on the adoption of ASC 842. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information of Leases | Leases Balance Sheet Classification September 30, 2019 (In thousands) Assets: Right-of-use assets Right-of-use assets $ 177,797 Liabilities: Current lease liabilities Accrued expenses and other current liabilities 33,029 Long-term lease liabilities Other long-term liabilities 198,962 Total lease liabilities $ 231,991 |
Schedule of Lease Cost and Other Information | Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In thousands) Other Information: Right-of-use assets obtained in exchange for lease liabilities $ 6,699 $ 59,857 Cash paid for amounts included in the measurement of lease liabilities $ 10,719 $ 34,433 Lease Cost Income Statement Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (In thousands) Fixed lease cost Cost of revenue $ 975 $ 3,181 Fixed lease cost Selling and marketing expense 2,836 7,747 Fixed lease cost General and administrative expense 7,424 24,014 Fixed lease cost Product development expense 450 1,050 Total fixed lease cost (a) 11,685 35,992 Variable lease cost Cost of revenue 90 354 Variable lease cost Selling and marketing expense 337 1,007 Variable lease cost General and administrative expense 1,799 5,487 Variable lease cost Product development expense 74 173 Total variable lease cost 2,300 7,021 Net lease cost $ 13,985 $ 43,013 _____________________ (a) Includes approximately $1.1 million and $4.2 million of short-term lease cost and $0.6 million and $1.6 million of sublease income for the three and nine months ended September 30, 2019 , respectively. |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of September 30, 2019 (in thousands) (b) : Remainder of 2019 $ 9,565 2020 46,199 2021 40,761 2022 33,659 2023 28,836 After 2023 249,912 Total 408,932 Less: Interest 176,941 Present value of lease liabilities $ 231,991 _____________________ (b) Lease payments exclude $6.0 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Schedule of Weighted-Average Lease Term and Discount Rate of Leases | The following are the weighted average assumptions used for lease term and discount rate as of September 30, 2019 : Remaining lease term 15.2 years Discount rate 6.02 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Marketable Securities | At September 30, 2019 and December 31, 2018 , the fair value of marketable securities are as follows: September 30, 2019 December 31, 2018 (In thousands) Marketable equity securities $ 157,174 $ 419 Available-for-sale marketable debt securities — 123,246 Total marketable securities $ 157,174 $ 123,665 |
Schedule of Current Available-for-sale Marketable Securities | At December 31, 2018 , current available-for-sale marketable debt securities were as follows: Amortized Gross Gross 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 |
Schedule of Proceeds from Maturities and Sales of Available-for-sale Marketable Debt Securities | The following table presents the proceeds from maturities of available-for-sale marketable debt securities: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Proceeds from maturities of available-for-sale marketable debt securities $ — $ 115,000 $ 163,500 $ 125,000 |
Schedule of Realized and Unrealized Gains and Losses | The following table presents a summary of realized and unrealized gains and losses recorded in other income (expense), net, as adjustments to the carrying value of equity securities without readily determinable fair values held as of September 30, 2019 and 2018 . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Upward adjustments (gross unrealized gains) $ 53 $ — $ 53 $ 128,786 Downward adjustments including impairment (gross unrealized losses) (543 ) — (1,193 ) (2,588 ) Total $ (490 ) $ — $ (1,140 ) $ 126,198 Realized and unrealized gains and losses for the Company's marketable equity securities and investments without readily determinable fair values for the three and nine months ended September 30, 2019 and 2018 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Realized (losses) gains, net, for equity securities sold $ (8 ) $ 702 $ 2,136 $ 27,874 Unrealized (losses) gains, net, on equity securities held (5,066 ) (115 ) 24,181 126,444 Total (losses) gains recognized, net, in other income, net $ (5,074 ) $ 587 $ 26,317 $ 154,318 |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2019 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 818,158 $ — $ — $ 818,158 Treasury discount notes — 1,349,257 — 1,349,257 Time deposits — 145,035 — 145,035 Marketable securities: Marketable equity security 157,174 — — 157,174 Other non-current assets: Warrant — — 8,929 8,929 Total $ 975,332 $ 1,494,292 $ 8,929 $ 2,478,553 Liabilities: Contingent consideration arrangement $ — $ — $ (13,664 ) $ (13,664 ) December 31, 2018 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 880,815 $ — $ — $ 880,815 Treasury discount notes — 561,733 — 561,733 Commercial paper — 162,417 — 162,417 Time deposits — 90,036 — 90,036 Marketable securities: Treasury discount notes — 112,291 — 112,291 Commercial paper — 10,955 — 10,955 Marketable equity security 419 — — 419 Total $ 881,234 $ 937,432 $ — $ 1,818,666 Liabilities: Contingent consideration arrangements $ — $ — $ (28,631 ) $ (28,631 ) |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2019 2018 Warrant Contingent Contingent (In thousands) Balance at July 1 $ — $ (29,803 ) $ (1,910 ) Total net (losses) gains: Included in earnings: Fair value adjustments (8,689 ) 16,139 (55 ) Included in other comprehensive loss — — (15 ) Fair value date of acquisition 17,618 — — Balance at September 30 $ 8,929 $ (13,664 ) $ (1,980 ) Nine Months Ended September 30, 2019 2018 Warrant Contingent Contingent (In thousands) Balance at January 1 $ — $ (28,631 ) $ (2,647 ) Total net (losses) gains: Included in earnings: Fair value adjustments (8,689 ) 12,993 (265 ) Included in other comprehensive loss — (14 ) (16 ) Fair value at date of acquisition 17,618 — — Settlements — 1,988 948 Balance at September 30 $ 8,929 $ (13,664 ) $ (1,980 ) |
Schedule of Carrying Value and the Fair Value of Financial Instruments Measured at Fair Value Only for Disclosure Purposes | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2019 December 31, 2018 Carrying Fair Carrying Fair (In thousands) Current portion of long-term debt $ (13,750 ) $ (13,681 ) $ (13,750 ) $ (12,753 ) Long-term debt, net (a) (3,111,882 ) (3,934,574 ) (2,245,548 ) (2,460,204 ) _____________________ (a) At September 30, 2019 and December 31, 2018 , the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $417.8 million and $88.9 million , respectively . |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table sets forth the components of the Exchangeable Notes as of September 30, 2019 and December 31, 2018 (in thousands): 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes September 30, 2019 Liability component: Principal $ 517,500 $ 575,000 $ 575,000 Less: unamortized original issue discount 44,259 133,188 184,943 Net carrying value of the liability component $ 473,241 $ 441,812 $ 390,057 Equity component $ 70,363 $ 138,796 $ 189,213 2022 Exchangeable Notes December 31, 2018 Liability component: Principal $ 517,500 Less: unamortized original issue discount 54,025 Net carrying value of the liability component $ 463,475 Equity component $ 70,363 The following table sets forth interest expense recognized related to the Exchangeable Notes (in thousands): Three Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes Contractual interest expense $ 1,132 $ 1,258 $ 2,875 Amortization of original issue discount 3,006 4,109 3,124 Amortization of debt issuance costs 375 294 148 Total interest expense recognized $ 4,513 $ 5,661 $ 6,147 Nine Months Ended September 30, 2019 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes Contractual interest expense $ 3,396 $ 1,705 $ 3,897 Amortization of original issue discount 9,765 5,608 4,270 Amortization of debt issuance costs 2,117 425 233 Total interest expense recognized $ 15,278 $ 7,738 $ 8,400 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 2022 Exchangeable Notes Contractual interest expense $ 1,138 $ 3,396 Amortization of original issue discount 3,299 9,802 Amortization of debt issuance costs 865 2,619 Total interest expense recognized $ 5,302 $ 15,817 The following table presents detail of the exchangeable feature: 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 _____________________ * Subject to adjustment upon the occurrence of specified events. At September 30, 2019 and December 31, 2018 , long-term debt consists of: September 30, 2019 December 31, 2018 (In thousands) MTCH Debt: MTCH Term Loan due November 16, 2022 $ 425,000 $ 425,000 MTCH Credit Facility due December 7, 2023 — 260,000 6.375% Senior Notes due June 1, 2024 (the "6.375% MTCH Senior Notes"); interest payable each June 1 and December 1 400,000 400,000 5.00% Senior Notes due December 15, 2027 (the "5.00% MTCH Senior Notes"); interest payable each June 15 and December 15 450,000 450,000 5.625% Senior Notes due February 15, 2029 (the "5.625% MTCH Senior Notes"); interest payable each February 15 and August 15 350,000 — Total MTCH long-term debt 1,625,000 1,535,000 Less: unamortized original issue discount 6,586 7,352 Less: unamortized debt issuance costs 15,786 11,737 Total MTCH debt, net 1,602,628 1,515,911 ANGI Debt: ANGI Term Loan due November 5, 2023 250,938 261,250 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,942 2,529 Total ANGI debt, net 235,246 244,971 IAC Debt: 0.875% Exchangeable Senior Notes due October 1, 2022 (the "2022 Exchangeable Notes"); interest payable each April 1 and October 1 517,500 517,500 0.875% Exchangeable Senior Notes due June 15, 2026 (the "2026 Exchangeable Notes"); interest payable each June 15 and December 15; commencing on December 15, 2019 575,000 — 2.00% Exchangeable Senior Notes due January 15, 2030 (the "2030 Exchangeable Notes"); interest payable each January 15 and July 15; commencing on January 15, 2020 575,000 — 4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15 — 34,489 Total IAC long-term debt 1,667,500 551,989 Less: unamortized original issue discount 362,390 54,025 Less: unamortized debt issuance costs 31,102 13,298 Total IAC debt, net 1,274,008 484,666 Total long-term debt, net $ 3,111,882 $ 2,245,548 |
Schedule of Exchangeable Notes Hedges and Warrants | The following tables presents details of the Exchangeable Notes Hedges and Warrants (shares in millions): 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 _____________________ * Subject to adjustment upon the occurrence of specified events. |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt as of September 30, 2019 (in thousands): Remainder of 2019 $ 3,438 2020 13,750 2021 13,750 2022 970,000 2023 192,500 After 2023 2,350,000 Total 3,543,438 Less: current portion of long-term debt 13,750 Less: unamortized original issue discount 368,976 Less: unamortized debt issuance costs 48,830 Total long-term debt, net $ 3,111,882 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings: Three Months Ended September 30, 2019 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (125,705 ) $ (125,705 ) Other comprehensive loss (18,389 ) (18,389 ) Net current period other comprehensive loss (18,389 ) (18,389 ) Allocation of accumulated other comprehensive loss related to the noncontrolling interests (510 ) (510 ) Balance as of September 30 $ (144,604 ) $ (144,604 ) Three Months Ended September 30, 2018 Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of July 1 $ (112,730 ) $ 13 $ (112,717 ) Other comprehensive loss (502 ) (27 ) (529 ) Net current period other comprehensive loss (502 ) (27 ) (529 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 391 — 391 Balance as of September 30 $ (112,841 ) $ (14 ) $ (112,855 ) Nine Months Ended September 30, 2019 Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (128,726 ) $ 4 $ (128,722 ) Other comprehensive loss (16,299 ) (4 ) (16,303 ) Net current period other comprehensive loss (16,299 ) (4 ) (16,303 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 421 — 421 Balance as of September 30 $ (144,604 ) $ — $ (144,604 ) Nine Months Ended September 30, 2018 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (103,568 ) $ — $ (103,568 ) Other comprehensive loss before reclassifications (9,550 ) (14 ) (9,564 ) Amounts reclassified to earnings (52 ) — (52 ) Net current period other comprehensive loss (9,602 ) (14 ) (9,616 ) Allocation of accumulated other comprehensive income related to the noncontrolling interests 329 — 329 Balance as of September 30 $ (112,841 ) $ (14 ) $ (112,855 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders: Three Months Ended September 30, 2019 2018 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings $ 159,772 $ 159,772 $ 171,577 $ 171,577 Net earnings attributable to noncontrolling interests (31,228 ) (31,228 ) (25,803 ) (25,803 ) Impact from publicly-traded subsidiaries' dilutive securities (a) — (7,342 ) — (8,336 ) Net earnings attributable to IAC shareholders $ 128,544 $ 121,202 $ 145,774 $ 137,438 Denominator: Weighted average basic shares outstanding 84,393 84,393 83,433 83,433 Dilutive securities (a) (b) (c) (d) — 5,095 — 8,542 Denominator for earnings per share—weighted average shares (a) (b) (c) (d) 84,393 89,488 83,433 91,975 Earnings per share attributable to IAC shareholders: Earnings per share $ 1.52 $ 1.35 $ 1.75 $ 1.49 Nine Months Ended September 30, 2019 2018 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings $ 419,548 $ 419,548 $ 540,270 $ 540,270 Net earnings attributable to noncontrolling interests (88,842 ) (88,842 ) (105,061 ) (105,061 ) Impact from publicly-traded subsidiaries' dilutive securities (a) — (20,174 ) — (19,490 ) Net earnings attributable to IAC shareholders $ 330,706 $ 310,532 $ 435,209 $ 415,719 Denominator: Weighted average basic shares outstanding 84,147 84,147 83,342 83,342 Dilutive securities (a) (b) (c) (d) — 5,799 — 8,076 Denominator for earnings per share—weighted average shares (a) (b) (c) (d) 84,147 89,946 83,342 91,418 Earnings per share attributable to IAC shareholders: Earnings per share $ 3.93 $ 3.45 $ 5.22 $ 4.55 _____________________ (a) IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three and nine months ended September 30, 2019 and for the three months ended September 30, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the nine months ended September 30, 2018 , it is more dilutive for IAC to settle certain MTCH and ANGI equity awards. (b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants and subsidiary denominated equity, exchange of the Company's Exchangeable Notes and vesting of restricted stock units. For the three and nine months ended September 30, 2019 , 7.7 million and 11.2 million , respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended September 30, 2018 , 3.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c) Market-based awards and performance-based stock units ("PSUs") are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For both three and nine months ended September 30, 2019 , 0.3 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. For both the three and nine months ended September 30, 2018 , 0.2 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. (d) It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate $152.18 , $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, respectively. The average price of IAC common stock was $238.90 and $223.32 for the three and nine months ended September 30, 2019 , respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 1.2 million and 1.1 million shares, respectively. For the three and nine months ended September 30, 2018 , the average price of IAC common stock was $181.60 and $160.85 , respectively, and the dilutive impact of the 2022 Exchangeable Notes was 0.6 million and 0.2 million |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present operating income (loss) and Adjusted EBTIDA by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Operating Income (Loss): Match Group $ 176,604 $ 139,895 $ 468,330 $ 402,293 ANGI Homeservices 24,726 33,515 32,488 46,021 Vimeo (11,155 ) (6,161 ) (40,555 ) (25,502 ) Dotdash 3,695 2,416 13,752 6,946 Applications 39,099 33,041 85,422 91,579 Emerging & Other (1,821 ) 10,893 (6,130 ) 23,465 Corporate (45,296 ) (40,767 ) (133,272 ) (113,583 ) Total $ 185,852 $ 172,832 $ 420,035 $ 431,219 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Adjusted EBITDA (a) : Match Group $ 206,131 $ 165,039 $ 564,720 $ 478,341 ANGI Homeservices $ 58,923 $ 77,700 $ 147,534 $ 181,319 Vimeo $ (7,997 ) $ (4,229 ) $ (33,661 ) $ (19,644 ) Dotdash $ 7,026 $ 3,071 $ 22,551 $ 8,914 Applications $ 25,433 $ 34,989 $ 80,440 $ 97,145 Emerging & Other $ (1,529 ) $ 12,235 $ (5,141 ) $ 28,733 Corporate $ (21,945 ) $ (21,478 ) $ (60,751 ) $ (54,038 ) _____________________ (a) The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our businesses, and this measure is one of the primary metrics on which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. The following table presents revenue by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenue: Match Group $ 541,493 $ 443,943 $ 1,504,091 $ 1,272,506 ANGI Homeservices 357,358 303,116 1,004,697 853,249 Vimeo 52,145 40,304 141,439 115,432 Dotdash 40,285 30,053 111,974 90,841 Applications 126,071 153,973 402,557 429,034 Emerging & Other 129,581 133,345 374,871 398,026 Inter-segment eliminations (59 ) (142 ) (254 ) (299 ) Total $ 1,246,874 $ 1,104,592 $ 3,539,375 $ 3,158,789 |
Schedule of Disaggregation of Revenue | The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Match Group Direct revenue: North America $ 268,863 $ 233,643 $ 758,135 $ 667,163 International 262,086 197,902 714,076 564,846 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Total Direct revenue 530,949 431,545 1,472,211 1,232,009 Indirect revenue (principally advertising revenue) 10,544 12,398 31,880 40,497 Total Match Group revenue $ 541,493 $ 443,943 $ 1,504,091 $ 1,272,506 ANGI Homeservices Marketplace: Consumer connection revenue $ 252,552 $ 195,065 $ 695,370 $ 531,297 Membership subscription revenue 16,237 17,034 49,239 49,226 Other revenue 1,727 950 5,360 2,869 Total Marketplace revenue 270,516 213,049 749,969 583,392 Advertising and other revenue 68,628 73,545 195,569 216,733 Total North America revenue 339,144 286,594 945,538 800,125 Consumer connection revenue 14,125 12,022 46,480 38,885 Membership subscription revenue 3,465 4,217 10,820 13,405 Advertising and other revenue 624 283 1,859 834 Total Europe revenue 18,214 16,522 59,159 53,124 Total ANGI Homeservices revenue $ 357,358 $ 303,116 $ 1,004,697 $ 853,249 Vimeo Platform revenue $ 52,145 $ 37,245 $ 139,160 $ 106,470 Hardware revenue — 3,059 2,279 8,962 Total Vimeo revenue $ 52,145 $ 40,304 $ 141,439 $ 115,432 Dotdash Advertising revenue $ 29,158 $ 23,949 $ 84,171 $ 71,714 Affiliate commerce commission and other revenue 11,127 6,104 27,803 19,127 Total Dotdash revenue $ 40,285 $ 30,053 $ 111,974 $ 90,841 Applications Desktop: Advertising revenue: Google advertising revenue $ 68,076 $ 110,855 $ 234,211 $ 326,982 Other advertising revenue 3,179 3,416 9,373 7,223 Total advertising revenue 71,255 114,271 243,584 334,205 Subscription and other revenue 3,613 4,271 12,109 16,355 Total Desktop revenue 74,868 118,542 255,693 350,560 Mosaic Group: Subscription and other revenue 49,079 31,157 139,907 63,687 Advertising revenue 2,124 4,274 6,957 14,787 Total Mosaic Group revenue 51,203 35,431 146,864 78,474 Total Applications revenue $ 126,071 $ 153,973 $ 402,557 $ 429,034 Emerging & Other Advertising revenue: Google advertising revenue $ 101,609 $ 84,955 $ 303,207 $ 266,061 Other advertising revenue 11,955 20,918 27,231 50,986 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Total advertising revenue 113,564 105,873 330,438 317,047 Other revenue 16,017 27,472 44,433 80,979 Total Emerging & Other revenue $ 129,581 $ 133,345 $ 374,871 $ 398,026 |
Schedule of Revenue and Long-lived Assets, Excluding Goodwill and Intangible Assets, by Geography | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenue: United States $ 807,188 $ 738,599 $ 2,293,664 $ 2,104,750 All other countries 439,686 365,993 1,245,711 1,054,039 Total $ 1,246,874 $ 1,104,592 $ 3,539,375 $ 3,158,789 September 30, December 31, (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 336,055 $ 289,756 All other countries 25,609 29,044 Total $ 361,664 $ 318,800 |
Schedule of Reconciliation of Operating Income to Adjusted EBITDA | The following tables reconcile operating income (loss) to Adjusted EBITDA for the Company's reportable segments: Three Months Ended September 30, 2019 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 176,604 $ 20,805 $ 8,081 $ 641 $ — $ 206,131 ANGI Homeservices 24,726 $ 8,784 $ 11,244 $ 14,169 $ — $ 58,923 Vimeo (11,155 ) $ — $ 39 $ 3,119 $ — $ (7,997 ) Dotdash 3,695 $ — $ 216 $ 3,115 $ — $ 7,026 Applications 39,099 $ — $ 331 $ 2,142 $ (16,139 ) $ 25,433 Emerging & Other (1,821 ) $ — $ 292 $ — $ — $ (1,529 ) Corporate (45,296 ) $ 20,464 $ 2,887 $ — $ — $ (21,945 ) Operating income 185,852 Interest expense (42,132 ) Other income, net 1,229 Earnings before income taxes 144,949 Income tax benefit 14,823 Net earnings 159,772 Net earnings attributable to noncontrolling interests (31,228 ) Net earnings attributable to IAC shareholders $ 128,544 Three Months Ended September 30, 2018 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 139,895 $ 16,141 $ 8,513 $ 435 $ 55 $ 165,039 ANGI Homeservices 33,515 $ 22,474 $ 6,100 $ 15,611 $ — $ 77,700 Vimeo (6,161 ) $ — $ 291 $ 1,641 $ — $ (4,229 ) Dotdash 2,416 $ — $ 246 $ 409 $ — $ 3,071 Applications 33,041 $ — $ 617 $ 1,331 $ — $ 34,989 Emerging & Other 10,893 $ 323 $ 294 $ 725 $ — $ 12,235 Corporate (40,767 ) $ 16,425 $ 2,864 $ — $ — $ (21,478 ) Operating income 172,832 Interest expense (27,610 ) Other income, net 8,113 Earnings before income taxes 153,335 Income tax benefit 18,242 Net earnings 171,577 Net earnings attributable to noncontrolling interests (25,803 ) Net earnings attributable to IAC shareholders $ 145,774 Nine Months Ended September 30, 2019 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 468,330 $ 70,817 $ 24,109 $ 1,464 $ — $ 564,720 ANGI Homeservices 32,488 $ 45,586 $ 27,039 $ 42,421 $ — $ 147,534 Vimeo (40,555 ) $ — $ 364 $ 6,530 $ — $ (33,661 ) Dotdash 13,752 $ — $ 660 $ 8,139 $ — $ 22,551 Applications 85,422 $ — $ 1,139 $ 6,872 $ (12,993 ) $ 80,440 Emerging & Other (6,130 ) $ — $ 839 $ 150 $ — $ (5,141 ) Corporate (133,272 ) $ 63,519 $ 9,002 $ — $ — $ (60,751 ) Operating income 420,035 Interest expense (110,481 ) Other income, net 47,852 Earnings before income taxes 357,406 Income tax benefit 62,142 Net earnings 419,548 Net earnings attributable to noncontrolling interests (88,842 ) Net earnings attributable to IAC shareholders $ 330,706 Nine Months Ended September 30, 2018 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) Match Group $ 402,293 $ 49,810 $ 25,059 $ 914 $ 265 $ 478,341 ANGI Homeservices 46,021 $ 69,433 $ 18,170 $ 47,695 $ — $ 181,319 Vimeo (25,502 ) $ — $ 947 $ 4,911 $ — $ (19,644 ) Dotdash 6,946 $ — $ 741 $ 1,227 $ — $ 8,914 Applications 91,579 $ — $ 2,145 $ 3,421 $ — $ 97,145 Emerging & Other 23,465 $ 1,747 $ 1,396 $ 2,125 $ — $ 28,733 Corporate (113,583 ) $ 51,016 $ 8,529 $ — $ — $ (54,038 ) Operating income 431,219 Interest expense (81,471 ) Other income, net 174,635 Earnings before income taxes 524,383 Income tax benefit 15,887 Net earnings 540,270 Net earnings attributable to noncontrolling interests (105,061 ) Net earnings attributable to IAC shareholders $ 435,209 |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 (In thousands) Cash and cash equivalents $ 2,946,180 $ 2,131,632 $ 1,670,984 $ 1,630,809 Restricted cash included in other current assets 1,570 1,633 344 2,873 Restricted cash included in other non-current assets 403 420 433 — Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows $ 2,948,153 $ 2,133,685 $ 1,671,761 $ 1,633,682 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: September 30, 2019 December 31, 2018 September 30, 2018 December 31, 2017 (In thousands) Cash and cash equivalents $ 2,946,180 $ 2,131,632 $ 1,670,984 $ 1,630,809 Restricted cash included in other current assets 1,570 1,633 344 2,873 Restricted cash included in other non-current assets 403 420 433 — Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows $ 2,948,153 $ 2,133,685 $ 1,671,761 $ 1,633,682 |
Schedule of Other Income, Net | Other income, net Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Other income, net $1,229 $8,113 $47,852 $174,635 |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenue and Other [Line Items] | ||||||
Current deferred revenue | $ 414,325 | $ 414,325 | $ 360,015 | |||
Non-current deferred revenue | 1,400 | 1,400 | 1,700 | |||
Deferred revenue recognized during period | 346,500 | $ 317,200 | ||||
Capitalized sales commissions where customer relationship period is greater than one year | 43,200 | 43,200 | 40,500 | |||
Consolidated revenue | 1,246,874 | $ 1,104,592 | 3,539,375 | 3,158,789 | ||
Accounts receivable related to revenue earned | 355,924 | 355,924 | 279,189 | |||
Goodwill balance | 2,852,986 | 2,852,986 | 2,726,859 | |||
Carrying value of related intangible asset | 603,702 | 603,702 | 631,422 | |||
ROU assets | 177,797 | 177,797 | 0 | |||
Related lease liabilities | 231,991 | 231,991 | ||||
Google Inc. | Revenue | Customer concentration risk | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | $ 182,500 | $ 204,400 | $ 574,700 | $ 620,700 | ||
Concentration risk (as a percent) | 15.00% | 19.00% | 16.00% | 20.00% | ||
Google Inc. | Revenue | Customer concentration risk | Applications | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | $ 68,100 | $ 110,800 | $ 234,100 | $ 326,700 | ||
Google Inc. | Revenue | Customer concentration risk | Emerging & Other | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 100,300 | $ 79,900 | 298,400 | $ 248,200 | ||
Google Inc. | Accounts Receivable | Customer concentration risk | ||||||
Revenue and Other [Line Items] | ||||||
Accounts receivable related to revenue earned | $ 61,900 | $ 61,900 | $ 69,100 | |||
Accounting Standards Update 2016-02 | ||||||
Revenue and Other [Line Items] | ||||||
ROU assets | $ 154,700 | |||||
Related lease liabilities | $ 154,700 | |||||
Match Group | ||||||
Revenue and Other [Line Items] | ||||||
Economic interest (as a percent) | 80.80% | 80.80% | ||||
Voting interest (as a percent) | 97.50% | 97.50% | ||||
ANGI Homeservices | ||||||
Revenue and Other [Line Items] | ||||||
Economic interest (as a percent) | 83.70% | 83.70% | ||||
Voting interest (as a percent) | 98.10% | 98.10% | ||||
Desktop reporting unit | Applications | ||||||
Revenue and Other [Line Items] | ||||||
Goodwill balance | $ 265,100 | $ 265,100 | ||||
Carrying value of related intangible asset | $ 28,900 | $ 28,900 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Right-of-use assets | $ 177,797 | $ 0 |
Liabilities: | ||
Current lease liabilities | 33,029 | |
Long-term lease liabilities | 198,962 | |
Total lease liabilities | $ 231,991 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | $ 11,685 | $ 35,992 |
Variable lease cost | 2,300 | 7,021 |
Net lease cost | 13,985 | 43,013 |
Short-term lease cost | 1,100 | 4,200 |
Sublease income | 600 | 1,600 |
Cost of revenue | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 975 | 3,181 |
Variable lease cost | 90 | 354 |
Selling and marketing expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 2,836 | 7,747 |
Variable lease cost | 337 | 1,007 |
General and administrative expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 7,424 | 24,014 |
Variable lease cost | 1,799 | 5,487 |
Product development expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 450 | 1,050 |
Variable lease cost | $ 74 | $ 173 |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liabilities Maturities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 9,565 |
2020 | 46,199 |
2021 | 40,761 |
2022 | 33,659 |
2023 | 28,836 |
After 2023 | 249,912 |
Total | 408,932 |
Remainder of 2019 | 176,941 |
Present value of lease liabilities | 231,991 |
Lease payments for leases signed but not yet commenced | $ 6,000 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Term and Discount Rate (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Remaining lease term | 15 years 2 months 12 days |
Discount rate | 6.02% |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Other Information: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 6,699 | $ 59,857 |
Cash paid for amounts included in the measurement of lease liabilities | $ 10,719 | $ 34,433 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Benefit due to lower estimated annual effective income tax rate | $ 3,600 | ||||
Income tax provision (benefit) | (14,823) | $ (18,242) | $ (62,142) | $ (15,887) | |
Reduction in the Transition Tax | $ 9,200 | ||||
Unrecognized tax benefits, including interest and penalties | 68,300 | 68,300 | $ 52,300 | ||
Increase to unrecognized tax benefits, inclding interest, due principally to research credits | 16,000 | ||||
Unrecognized tax benefits, if subsequently recognized would reduce income tax expense | 63,500 | 63,500 | $ 49,100 | ||
Decrease in unrecognized tax benefit, reasonably possible within twelve months | 24,500 | 24,500 | |||
Decrease in unrecognized tax benefit, reasonably possible within twelve months which would reduce the income tax provision | $ 24,300 | $ 24,300 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Feb. 15, 2019USD ($) | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Unrealized (loss) gain on marketable equity security | $ (4,600,000) | $ 25,300,000 | |||||
Gross realized gains | 0 | $ 0 | 0 | $ 0 | |||
Gross realized losses | 0 | $ 0 | 0 | $ 0 | |||
Assets measured at fair value on a nonrecurring basis | |||||||
Equity securities without readily determinable fair values | 334,000,000 | 334,000,000 | $ 235,100,000 | ||||
Total upward adjustments to equity securities without readily determinable fair value | 300,000 | 300,000 | |||||
Total downward adjustments to equity securities without readily determinable fair value | 3,000,000 | 3,000,000 | |||||
Contingent Consideration Arrangements | |||||||
Total maximum contingent payment | 45,000,000 | 45,000,000 | |||||
Gross fair value, before unamortized discount | 22,300,000 | 22,300,000 | |||||
Payment to settle contingent consideration arrangement | $ 2,000,000 | ||||||
Current portion | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Non-current portion | 11,700,000 | 11,700,000 | 26,600,000 | ||||
Match Group | |||||||
Contingent Consideration Arrangements | |||||||
Aggregate principal amount | 1,625,000,000 | 1,625,000,000 | 1,535,000,000 | ||||
Match Group | Credit Facility | MTCH Credit Facility | |||||||
Contingent Consideration Arrangements | |||||||
Face amount of debt instrument | 500,000,000 | ||||||
Aggregate principal amount | 0 | 0 | 260,000,000 | ||||
Match Group | Senior Notes | 5.625% MTCH Senior Notes | |||||||
Contingent Consideration Arrangements | |||||||
Aggregate principal amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | $ 0 | |||
Stated interest rate (as a percent) | 5.625% | 5.625% | 5.625% | ||||
Measurement Input, Discount Rate | Contingent Consideration Arrangements | |||||||
Contingent Consideration Arrangements | |||||||
Contingent consideration, discount rate | 0.25 | 0.25 | |||||
Minimum | Measurement Input, Discount Rate | Contingent Consideration Arrangements | |||||||
Contingent Consideration Arrangements | |||||||
Contingent consideration, discount rate | 0.12 | ||||||
Maximum | Measurement Input, Discount Rate | Contingent Consideration Arrangements | |||||||
Contingent Consideration Arrangements | |||||||
Contingent consideration, discount rate | 0.25 | ||||||
Turo | |||||||
Contingent Consideration Arrangements | |||||||
Equity method investments | $ 250,000,000 | $ 250,000,000 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Marketable equity securities | $ 157,174 | $ 419 |
Available-for-sale marketable debt securities | 0 | 123,246 |
Total marketable securities | $ 157,174 | $ 123,665 |
FINANCIAL INSTRUMENTS - Current
FINANCIAL INSTRUMENTS - Current Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Marketable Securities | ||
Amortized Cost | $ 123,246 | |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (3) | |
Fair Value | $ 0 | 123,246 |
Treasury discount notes | ||
Schedule of Available-for-sale Marketable Securities | ||
Amortized Cost | 112,291 | |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (3) | |
Fair Value | 112,291 | |
Commercial paper | ||
Schedule of Available-for-sale Marketable Securities | ||
Amortized Cost | 10,955 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 10,955 |
FINANCIAL INSTRUMENTS - Proceed
FINANCIAL INSTRUMENTS - Proceeds from Maturities and Sales of Current Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||||
Proceeds from maturities of available-for-sale marketable debt securities | $ 0 | $ 115,000 | $ 163,500 | $ 125,000 |
FINANCIAL INSTRUMENTS - Realize
FINANCIAL INSTRUMENTS - Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||||
Upward adjustments (gross unrealized gains) | $ 53 | $ 0 | $ 53 | $ 128,786 |
Downward adjustments including impairment (gross unrealized losses) | (543) | 0 | (1,193) | (2,588) |
Total | (490) | 0 | (1,140) | 126,198 |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||||
Realized (losses) gains, net, for equity securities sold | (8) | 702 | 2,136 | 27,874 |
Unrealized (losses) gains, net, on equity securities held | (5,066) | (115) | 24,181 | 126,444 |
Total (losses) gains recognized, net, in other income, net | $ (5,074) | $ 587 | $ 26,317 | $ 154,318 |
FINANCIAL INSTRUMENTS - Assets
FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Marketable securities | $ 0 | $ 123,246 |
Marketable equity security | 157,174 | 419 |
Other non-current assets | 120,069 | 134,924 |
Total assets | 2,478,553 | 1,818,666 |
Liabilities: | ||
Contingent consideration arrangement | (13,664) | (28,631) |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets | 975,332 | 881,234 |
Liabilities: | ||
Contingent consideration arrangement | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 1,494,292 | 937,432 |
Liabilities: | ||
Contingent consideration arrangement | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 8,929 | 0 |
Liabilities: | ||
Contingent consideration arrangement | (13,664) | (28,631) |
Money market funds | ||
Assets: | ||
Cash equivalents | 818,158 | 880,815 |
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 818,158 | 880,815 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Treasury discount notes | ||
Assets: | ||
Cash equivalents | 1,349,257 | 561,733 |
Marketable securities | 112,291 | |
Treasury discount notes | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | |
Treasury discount notes | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 1,349,257 | 561,733 |
Marketable securities | 112,291 | |
Treasury discount notes | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | |
Time deposits | ||
Assets: | ||
Cash equivalents | 145,035 | 90,036 |
Time deposits | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 145,035 | 90,036 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Commercial paper | ||
Assets: | ||
Cash equivalents | 162,417 | |
Marketable securities | 10,955 | |
Commercial paper | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 162,417 | |
Marketable securities | 10,955 | |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Marketable equity security | ||
Assets: | ||
Marketable equity security | 157,174 | 419 |
Marketable equity security | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Marketable equity security | 157,174 | 419 |
Marketable equity security | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Marketable equity security | 0 | 0 |
Marketable equity security | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Marketable equity security | 0 | $ 0 |
Warrant | ||
Assets: | ||
Other non-current assets | 8,929 | |
Warrant | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Other non-current assets | 0 | |
Warrant | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Other non-current assets | 0 | |
Warrant | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Other non-current assets | $ 8,929 |
FINANCIAL INSTRUMENTS - Changes
FINANCIAL INSTRUMENTS - Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Contingent Consideration Arrangements | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Balance at beginning of period | $ 29,803 | $ (1,910) | $ 28,631 | $ (2,647) |
Fair value adjustments | 16,139 | (55) | 12,993 | (265) |
Included in other comprehensive loss | 0 | (15) | (14) | (16) |
Fair value date of acquisition | 0 | 0 | 0 | 0 |
Settlements | 1,988 | 948 | ||
Balance at end of period | 13,664 | $ (1,980) | 13,664 | $ (1,980) |
Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||||
Balance at beginning of period | 0 | 0 | ||
Fair value adjustments | (8,689) | (8,689) | ||
Included in other comprehensive loss | 0 | 0 | ||
Fair value date of acquisition | 17,618 | 17,618 | ||
Settlements | 0 | |||
Balance at end of period | $ 8,929 | $ 8,929 |
FINANCIAL INSTRUMENTS - Carryin
FINANCIAL INSTRUMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | $ (13,750) | $ (13,750) |
Long-term debt, net | (3,111,882) | (2,245,548) |
Unamortized original issue discount and debt issuance costs | 417,800 | 88,900 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | (13,750) | (13,750) |
Long-term debt, net | (3,111,882) | (2,245,548) |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | (13,681) | (12,753) |
Long-term debt, net | $ (3,934,574) | $ (2,460,204) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Feb. 15, 2019 | Dec. 31, 2018 | Dec. 04, 2017 | Jun. 01, 2016 |
Debt Instrument [Line Items] | |||||
Less: unamortized original issue discount | $ (368,976) | ||||
Less: current portion of ANGI Term Loan | 13,750 | $ 13,750 | |||
Less: unamortized debt issuance costs | 48,830 | ||||
Long-term debt, net | 3,111,882 | 2,245,548 | |||
Match Group | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 1,625,000 | 1,535,000 | |||
Less: unamortized original issue discount | 6,586 | 7,352 | |||
Less: unamortized debt issuance costs | 15,786 | 11,737 | |||
Long-term debt, net | 1,602,628 | 1,515,911 | |||
Match Group | Term Loan | MTCH Term Loan due November 16, 2022 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 425,000 | 425,000 | |||
Match Group | Credit Facility | MTCH Credit Facility due December 7, 2023 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 0 | 260,000 | |||
Match Group | Senior Notes | 6.375% MTCH Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 400,000 | 400,000 | |||
Stated interest rate (as a percent) | 6.375% | 6.375% | |||
Match Group | Senior Notes | 5.00% MTCH Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 450,000 | 450,000 | |||
Stated interest rate (as a percent) | 5.00% | 5.00% | |||
Match Group | Senior Notes | 5.625% MTCH Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 350,000 | $ 350,000 | 0 | ||
Stated interest rate (as a percent) | 5.625% | 5.625% | |||
ANGI Homeservices | |||||
Debt Instrument [Line Items] | |||||
Less: current portion of ANGI Term Loan | $ 13,750 | 13,750 | |||
Less: unamortized debt issuance costs | 1,942 | 2,529 | |||
Long-term debt, net | 235,246 | 244,971 | |||
ANGI Homeservices | Term Loan | ANGI Term Loan due November 5, 2023 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 250,938 | 261,250 | |||
IAC | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 1,667,500 | 551,989 | |||
Less: unamortized original issue discount | 362,390 | 54,025 | |||
Less: unamortized debt issuance costs | 31,102 | 13,298 | |||
Long-term debt, net | 1,274,008 | 484,666 | |||
IAC | Senior Notes | 2022 Exchangeable Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 517,500 | 517,500 | |||
Less: unamortized original issue discount | $ 44,259 | 54,025 | |||
Stated interest rate (as a percent) | 0.875% | ||||
IAC | Senior Notes | 2026 Exchangeable Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 575,000 | 0 | |||
Less: unamortized original issue discount | $ 133,188 | ||||
Stated interest rate (as a percent) | 0.875% | ||||
IAC | Senior Notes | 2030 Exchangeable Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 575,000 | 0 | |||
Less: unamortized original issue discount | $ 184,943 | ||||
Stated interest rate (as a percent) | 2.00% | ||||
IAC | Senior Notes | 4.75% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 0 | $ 34,489 | |||
Stated interest rate (as a percent) | 4.75% | 4.75% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Aug. 23, 2019USD ($) | May 21, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 05, 2018USD ($) | Oct. 02, 2017USD ($) | Sep. 30, 2019USD ($) | Nov. 05, 2023USD ($) | Nov. 05, 2022USD ($) | Dec. 31, 2018USD ($) | Nov. 05, 2021USD ($) | Jun. 03, 2019USD ($) | Feb. 15, 2019USD ($) | Dec. 04, 2017 | Jun. 01, 2016 |
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance of debt instrument | $ 3,543,438,000 | |||||||||||||
Net unamortized discount (premium) | (368,976,000) | |||||||||||||
Cash And Cash Equivalents And Marketable Securities | 2,300,000,000 | |||||||||||||
IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net unamortized discount (premium) | $ 54,025,000 | 362,390,000 | $ 54,025,000 | |||||||||||
Debt redeemed | 551,989,000 | 1,667,500,000 | 551,989,000 | |||||||||||
IAC Credit Facility | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings outstanding of credit facility | $ 0 | $ 0 | $ 0 | |||||||||||
Annual commitment fee on undrawn funds, basis points (as a percent) | 0.20% | 0.20% | ||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||||
IAC Credit Facility | Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum leverage ratio | 2.75 | 3.25 | ||||||||||||
Match Group | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net unamortized discount (premium) | $ 7,352,000 | $ 6,586,000 | $ 7,352,000 | |||||||||||
Debt redeemed | 1,535,000,000 | $ 1,625,000,000 | $ 1,535,000,000 | |||||||||||
Match Group | MTCH Term Loan due November 16, 2022 | Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Leverage ratio limiting ability to pay dividends, make distributions, or repurchase stock | 4 | |||||||||||||
Match Group | MTCH Credit Facility due December 7, 2023 | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Annual commitment fee on undrawn funds, basis points (as a percent) | 0.25% | 0.25% | ||||||||||||
Match Group | MTCH Credit Facility due December 7, 2023 | Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Leverage ratio limiting ability to pay dividends, make distributions, or repurchase stock | 2 | |||||||||||||
ANGI Homeservices | ANGI Homeservices Credit Facility | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Borrowings outstanding of credit facility | 0 | $ 0 | $ 0 | |||||||||||
Annual commitment fee on undrawn funds, basis points (as a percent) | 0.25% | 0.25% | ||||||||||||
Debt instrument term | 5 years | |||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||||
Senior Notes | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance of debt instrument | $ 517,500,000 | |||||||||||||
Senior Notes | 6.375% MTCH Senior Notes | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum leverage ratio | 5 | |||||||||||||
Senior Notes | 0.875% Exchangeable Notes due 2026 & 2.00% Exchangeable Notes due 2030 | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from issuance of debt after fees and expenses | $ 1,100,000,000 | |||||||||||||
Net unamortized discount (premium) | $ (136,900,000) | |||||||||||||
Period of reported sale price of common stock (trading days) | 5 days | |||||||||||||
Period of consecutive reported sale price of common stock (trading days) | 5 days | |||||||||||||
Senior Notes | 2026 Exchangeable Notes | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 0.875% | |||||||||||||
Outstanding balance of debt instrument | $ 441,812,000 | |||||||||||||
Effective interest rate (as a percent) | 5.35% | |||||||||||||
Face amount of debt instrument | $ 575,000,000 | |||||||||||||
Net unamortized discount (premium) | 133,188,000 | |||||||||||||
Debt redeemed | 0 | $ 575,000,000 | $ 0 | |||||||||||
Senior Notes | 2030 Exchangeable Notes | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 2.00% | |||||||||||||
Outstanding balance of debt instrument | $ 390,057,000 | $ 75,000,000 | ||||||||||||
Effective interest rate (as a percent) | 6.59% | |||||||||||||
Face amount of debt instrument | $ 575,000,000 | |||||||||||||
Net unamortized discount (premium) | 184,943,000 | |||||||||||||
Debt redeemed | 0 | $ 575,000,000 | 0 | |||||||||||
Senior Notes | 2022 Exchangeable Notes | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 0.875% | |||||||||||||
Outstanding balance of debt instrument | 463,475,000 | $ 473,241,000 | 463,475,000 | |||||||||||
Effective interest rate (as a percent) | 4.73% | |||||||||||||
Net unamortized discount (premium) | 54,025,000 | $ 44,259,000 | 54,025,000 | |||||||||||
Period of reported sale price of common stock (trading days) | 20 days | 5 days | ||||||||||||
Period of consecutive reported sale price of common stock (trading days) | 30 days | 5 days | ||||||||||||
Exchange price on applicable trading day (as a percent) | 130.00% | |||||||||||||
Amount of product relative to last reported price (as a percent) | 98.00% | |||||||||||||
If-converted value in excess of principal | $ 223,700,000 | 105,000,000 | ||||||||||||
Debt redeemed | $ 517,500,000 | $ 517,500,000 | $ 517,500,000 | |||||||||||
Senior Notes | 4.75% Senior Notes | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | |||||||||||
Debt redeemed | $ 34,489,000 | $ 0 | $ 34,489,000 | |||||||||||
Premium for debt redeemed | $ 500,000 | |||||||||||||
Accrued interest paid | $ 300,000 | |||||||||||||
Senior Notes | Match Group | 6.375% MTCH Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 6.375% | 6.375% | ||||||||||||
Debt redeemed | 400,000,000 | $ 400,000,000 | 400,000,000 | |||||||||||
Senior Notes | Match Group | 5.00% MTCH Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 5.00% | 5.00% | ||||||||||||
Debt redeemed | 450,000,000 | $ 450,000,000 | 450,000,000 | |||||||||||
Senior Notes | Match Group | 5.625% MTCH Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (as a percent) | 5.625% | 5.625% | ||||||||||||
Debt redeemed | 0 | $ 350,000,000 | 0 | $ 350,000,000 | ||||||||||
Senior Notes | IAC FinanceCo 2, Inc.& IAC FinanceCo 3, Inc. | 0.875% Exchangeable Notes due 2026 & 2.00% Exchangeable Notes due 2030 | IAC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Period of reported sale price of common stock (trading days) | 20 days | |||||||||||||
Period of consecutive reported sale price of common stock (trading days) | 30 days | |||||||||||||
Exchange price on applicable trading day (as a percent) | 130.00% | |||||||||||||
Redemption price (as a percent) | 100.00% | |||||||||||||
Term Loan | Match Group | MTCH Term Loan due November 16, 2022 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance of debt instrument | 425,000,000 | $ 425,000,000 | $ 425,000,000 | |||||||||||
Basis spread on variable rate (as a percent) | 4.66% | 5.09% | ||||||||||||
Debt redeemed | 425,000,000 | $ 425,000,000 | $ 425,000,000 | |||||||||||
Term Loan | Match Group | MTCH Term Loan due November 16, 2022 | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 2.50% | |||||||||||||
Term Loan | ANGI Homeservices | ANGI Term Loan due November 5, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance of debt instrument | 261,300,000 | $ 250,900,000 | $ 261,300,000 | |||||||||||
Basis spread on variable rate (as a percent) | 3.53% | 4.00% | ||||||||||||
Debt redeemed | 261,250,000 | $ 250,938,000 | $ 261,250,000 | |||||||||||
Term Loan | ANGI Homeservices | ANGI Term Loan due November 5, 2023 | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Quarterly repayments of principal | $ 10,300,000 | $ 6,900,000 | $ 3,400,000 | |||||||||||
Final principal payment | $ 161,600,000 | |||||||||||||
Term Loan | ANGI Homeservices | ANGI Term Loan due November 5, 2023 | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 1.50% | 1.50% | ||||||||||||
Term Loan | ANGI Homeservices | ANGI Term Loan due November 5, 2023 | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum leverage ratio | 4.5 | |||||||||||||
Leverage ratio limiting ability to pay dividends, make distributions, or repurchase stock | 4.25 | |||||||||||||
Term Loan | ANGI Homeservices | ANGI Term Loan due November 5, 2023 | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum interest coverage ratio | 2 | |||||||||||||
Credit Facility | Match Group | MTCH Credit Facility due December 7, 2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding balance of debt instrument | $ 260,000,000 | $ 260,000,000 | ||||||||||||
Borrowings outstanding of credit facility | $ 0 | |||||||||||||
Effective interest rate (as a percent) | 4.00% | 4.00% | ||||||||||||
Face amount of debt instrument | $ 500,000,000 | $ 500,000,000 | ||||||||||||
Debt redeemed | $ 260,000,000 | $ 0 | $ 260,000,000 | |||||||||||
Credit Facility | Match Group | MTCH Credit Facility due December 7, 2023 | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||||||||||
Credit Facility | Match Group | MTCH Credit Facility due December 7, 2023 | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum leverage ratio | 5 | |||||||||||||
Credit Facility | Match Group | MTCH Credit Facility due December 7, 2023 | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum interest coverage ratio | 2 |
LONG-TERM DEBT - Exchangeable N
LONG-TERM DEBT - Exchangeable Notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 03, 2019 | Dec. 31, 2018 | Oct. 02, 2017 | |
Liability component: | |||||||
Less: unamortized original issue discount | $ (368,976,000) | $ (368,976,000) | |||||
Total | 3,543,438,000 | $ 3,543,438,000 | |||||
Senior Notes | 2022 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 152.18 | ||||||
Senior Notes | 2026 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Approximate Equivalent Exchange Price per Share (USD per share) | 302.77 | ||||||
Senior Notes | 2030 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 291.35 | ||||||
IAC | |||||||
Liability component: | |||||||
Principal | 1,667,500,000 | $ 1,667,500,000 | $ 551,989,000 | ||||
Less: unamortized original issue discount | 362,390,000 | $ 362,390,000 | 54,025,000 | ||||
IAC | Senior Notes | |||||||
Liability component: | |||||||
Total | $ 517,500,000 | ||||||
IAC | Senior Notes | 2022 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares of the Company's Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable | 6.5713 | ||||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 152.18 | ||||||
Liability component: | |||||||
Principal | 517,500,000 | $ 517,500,000 | 517,500,000 | ||||
Less: unamortized original issue discount | 44,259,000 | 44,259,000 | 54,025,000 | ||||
Total | 473,241,000 | 473,241,000 | 463,475,000 | ||||
Equity component | 70,363,000 | 70,363,000 | 70,363,000 | ||||
Interest expense recognized related to the Exchangeable Notes | |||||||
Contractual interest expense | 1,132,000 | $ 1,138,000 | 3,396,000 | $ 3,396,000 | |||
Amortization of original issue discount | 3,006,000 | 3,299,000 | 9,765,000 | 9,802,000 | |||
Amortization of debt issuance costs | 375,000 | 865,000 | 2,117,000 | 2,619,000 | |||
Total interest expense recognized | $ 4,513,000 | $ 5,302,000 | $ 15,278,000 | $ 15,817,000 | |||
IAC | Senior Notes | 2022 Exchangeable Notes | Exchangeable Notes Hedge | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 3,400,000 | 3,400,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 152.18 | $ 152.18 | |||||
IAC | Senior Notes | 2022 Exchangeable Notes | Exchangeable Notes Warrants | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 3,400,000 | 3,400,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 229.70 | $ 229.70 | |||||
IAC | Senior Notes | 2026 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares of the Company's Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable | 3.3028 | ||||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 302.77 | ||||||
Liability component: | |||||||
Principal | $ 575,000,000 | $ 575,000,000 | 0 | ||||
Less: unamortized original issue discount | 133,188,000 | 133,188,000 | |||||
Total | 441,812,000 | 441,812,000 | |||||
Equity component | 138,796,000 | 138,796,000 | |||||
Interest expense recognized related to the Exchangeable Notes | |||||||
Contractual interest expense | 1,258,000 | 1,705,000 | |||||
Amortization of original issue discount | 4,109,000 | 5,608,000 | |||||
Amortization of debt issuance costs | 294,000 | 425,000 | |||||
Total interest expense recognized | $ 5,661,000 | $ 7,738,000 | |||||
IAC | Senior Notes | 2026 Exchangeable Notes | Exchangeable Notes Hedge | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 1,900,000 | 1,900,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 302.77 | $ 302.77 | |||||
IAC | Senior Notes | 2026 Exchangeable Notes | Exchangeable Notes Warrants | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 1,900,000 | 1,900,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 457.02 | $ 457.02 | |||||
IAC | Senior Notes | 2030 Exchangeable Notes | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares of the Company's Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable | 3.4323 | ||||||
Approximate Equivalent Exchange Price per Share (USD per share) | $ 291.35 | ||||||
Liability component: | |||||||
Principal | $ 575,000,000 | $ 575,000,000 | $ 0 | ||||
Less: unamortized original issue discount | 184,943,000 | 184,943,000 | |||||
Total | 390,057,000 | 390,057,000 | $ 75,000,000 | ||||
Equity component | 189,213,000 | 189,213,000 | |||||
Interest expense recognized related to the Exchangeable Notes | |||||||
Contractual interest expense | 2,875,000 | 3,897,000 | |||||
Amortization of original issue discount | 3,124,000 | 4,270,000 | |||||
Amortization of debt issuance costs | 148,000 | 233,000 | |||||
Total interest expense recognized | $ 6,147,000 | $ 8,400,000 | |||||
IAC | Senior Notes | 2030 Exchangeable Notes | Exchangeable Notes Hedge | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 2,000,000 | 2,000,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 291.35 | $ 291.35 | |||||
IAC | Senior Notes | 2030 Exchangeable Notes | Exchangeable Notes Warrants | |||||||
Exchangeable Notes Hedges and Warrants | |||||||
Number of Shares | 2,000,000 | 2,000,000 | |||||
Approximate Equivalent Exchange Price/Strike Price per Share (USD per share) | $ 457.02 | $ 457.02 |
LONG-TERM DEBT - Maturities (De
LONG-TERM DEBT - Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Remainder of 2019 | $ 3,438 | |
2020 | 13,750 | |
2021 | 13,750 | |
2022 | 970,000 | |
2023 | 192,500 | |
After 2023 | 2,350,000 | |
Total | 3,543,438 | |
Less: current portion of long-term debt | 13,750 | $ 13,750 |
Less: unamortized original issue discount | 368,976 | |
Less: unamortized debt issuance costs | (48,830) | |
Total long-term debt, net | $ 3,111,882 | $ 2,245,548 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | $ 3,843,597,000 | $ 3,236,948,000 | $ 3,551,801,000 | $ 2,946,823,000 |
Total other comprehensive loss, net of income taxes | (23,053,000) | (1,078,000) | (20,652,000) | (12,248,000) |
Balance at end of period | 3,805,761,000 | 3,328,592,000 | 3,805,761,000 | 3,328,592,000 |
Tax provision (benefit) on accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Foreign Currency Translation Adjustment attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (125,705,000) | (112,730,000) | (128,726,000) | (103,568,000) |
Balance at end of period | (144,604,000) | (112,841,000) | (144,604,000) | (112,841,000) |
Foreign Currency Translation Adjustment including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss | (18,389,000) | (502,000) | (16,299,000) | (9,550,000) |
Amounts reclassified to earnings | (52,000) | |||
Total other comprehensive loss, net of income taxes | (18,389,000) | (502,000) | (16,299,000) | (9,602,000) |
Foreign Currency Translation Adjustment attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive loss, net of income taxes | (510,000) | 391,000 | 421,000 | 329,000 |
Unrealized Gains on Available-for-Sale Debt Securities attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | 13,000 | 4,000 | 0 | |
Balance at end of period | 0 | (14,000) | 0 | (14,000) |
Unrealized Gains on Available-for-Sale Debt Securities including Portion Attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss | (27,000) | (4,000) | (14,000) | |
Amounts reclassified to earnings | 0 | |||
Total other comprehensive loss, net of income taxes | (27,000) | (4,000) | (14,000) | |
Unrealized Gains on Available-for-Sale Debt Securities attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive loss, net of income taxes | 0 | 0 | 0 | |
Accumulated Other Comprehensive (Loss) Income attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (125,705,000) | (112,717,000) | (128,722,000) | (103,568,000) |
Balance at end of period | (144,604,000) | (112,855,000) | (144,604,000) | (112,855,000) |
Accumulated Other Comprehensive (Loss) Income including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss | (18,389,000) | (529,000) | (16,303,000) | (9,564,000) |
Amounts reclassified to earnings | (52,000) | |||
Total other comprehensive loss, net of income taxes | (18,389,000) | (529,000) | (16,303,000) | (9,616,000) |
Accumulated Other Comprehensive (Loss) Income attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive loss, net of income taxes | $ (510,000) | $ 391,000 | $ 421,000 | $ 329,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: Basic | ||||
Net earnings | $ 159,772 | $ 171,577 | $ 419,548 | $ 540,270 |
Net earnings attributable to noncontrolling interests | (31,228) | (25,803) | (88,842) | (105,061) |
Net earnings attributable to IAC shareholders | 128,544 | 145,774 | 330,706 | 435,209 |
Numerator: Diluted | ||||
Net earnings | 159,772 | 171,577 | 419,548 | 540,270 |
Net earnings attributable to noncontrolling interests | (31,228) | (25,803) | (88,842) | (105,061) |
Impact from publicly-traded subsidiaries' dilutive securities | (7,342) | (8,336) | (20,174) | (19,490) |
Net earnings attributable to IAC shareholders | $ 121,202 | $ 137,438 | $ 310,532 | $ 415,719 |
Denominator: Basic | ||||
Weighted average basic shares outstanding (shares) | 84,393 | 83,433 | 84,147 | 83,342 |
Denominator: Diluted | ||||
Weighted average basic shares outstanding (shares) | 84,393 | 83,433 | 84,147 | 83,342 |
Dilutive securities (shares) | 5,095 | 8,542 | 5,799 | 8,076 |
Denominator for earnings per share - weighted average shares (shares) | 89,488 | 91,975 | 89,946 | 91,418 |
Earnings per share attributable to IAC shareholders: Basic | ||||
Earnings per share (USD per share) | $ 1.52 | $ 1.75 | $ 3.93 | $ 5.22 |
Earnings per share attributable to IAC shareholders: Diluted | ||||
Earnings per share (USD per share) | 1.35 | 1.49 | 3.45 | 4.55 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Average share price (USD per share) | $ 238.90 | $ 181.60 | $ 223.32 | $ 160.85 |
Stock options, warrants, and subsidiary denominated equity exchange of Exchangeable Notes and vesting of RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (less than or equal to) (shares) | 7,700 | 3,400 | 11,200 | 3,400 |
Market-based awards and PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (less than or equal to) (shares) | 300 | 200 | 300 | 200 |
Senior Notes | 2022 Exchangeable Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (less than or equal to) (shares) | 1,200 | 600 | 1,100 | 200 |
Exchange price per share (USD per share) | $ 152.18 | |||
Senior Notes | 2026 Exchangeable Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Exchange price per share (USD per share) | 302.77 | |||
Senior Notes | 2030 Exchangeable Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Exchange price per share (USD per share) | $ 291.35 |
SEGMENT INFORMATION - Financial
SEGMENT INFORMATION - Financial Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,246,874 | $ 1,104,592 | $ 3,539,375 | $ 3,158,789 |
Operating income (loss) | 185,852 | 172,832 | 420,035 | 431,219 |
Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 541,493 | 443,943 | 1,504,091 | 1,272,506 |
Operating income (loss) | 176,604 | 139,895 | 468,330 | 402,293 |
Adjusted EBITDA | 206,131 | 165,039 | 564,720 | 478,341 |
Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 357,358 | 303,116 | 1,004,697 | 853,249 |
Operating income (loss) | 24,726 | 33,515 | 32,488 | 46,021 |
Adjusted EBITDA | 58,923 | 77,700 | 147,534 | 181,319 |
Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 52,145 | 40,304 | 141,439 | 115,432 |
Operating income (loss) | (11,155) | (6,161) | (40,555) | (25,502) |
Adjusted EBITDA | (7,997) | (4,229) | (33,661) | (19,644) |
Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 40,285 | 30,053 | 111,974 | 90,841 |
Operating income (loss) | 3,695 | 2,416 | 13,752 | 6,946 |
Adjusted EBITDA | 7,026 | 3,071 | 22,551 | 8,914 |
Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 126,071 | 153,973 | 402,557 | 429,034 |
Operating income (loss) | 39,099 | 33,041 | 85,422 | 91,579 |
Adjusted EBITDA | 25,433 | 34,989 | 80,440 | 97,145 |
Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 129,581 | 133,345 | 374,871 | 398,026 |
Operating income (loss) | (1,821) | 10,893 | (6,130) | 23,465 |
Adjusted EBITDA | (1,529) | 12,235 | (5,141) | 28,733 |
Inter-segment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (59) | (142) | (254) | (299) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (45,296) | (40,767) | (133,272) | (113,583) |
Adjusted EBITDA | $ (21,945) | $ (21,478) | $ (60,751) | $ (54,038) |
SEGMENT INFORMATION - Revenue D
SEGMENT INFORMATION - Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,246,874 | $ 1,104,592 | $ 3,539,375 | $ 3,158,789 |
Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 541,493 | 443,943 | 1,504,091 | 1,272,506 |
Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 357,358 | 303,116 | 1,004,697 | 853,249 |
Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 52,145 | 40,304 | 141,439 | 115,432 |
Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 40,285 | 30,053 | 111,974 | 90,841 |
Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 126,071 | 153,973 | 402,557 | 429,034 |
Operating segments | Applications | Mosaic Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 51,203 | 35,431 | 146,864 | 78,474 |
Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 129,581 | 133,345 | 374,871 | 398,026 |
North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 339,144 | 286,594 | 945,538 | 800,125 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 439,686 | 365,993 | 1,245,711 | 1,054,039 |
Europe | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18,214 | 16,522 | 59,159 | 53,124 |
Direct revenue | Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 530,949 | 431,545 | 1,472,211 | 1,232,009 |
Direct revenue | North America | Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 268,863 | 233,643 | 758,135 | 667,163 |
Direct revenue | International | Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 262,086 | 197,902 | 714,076 | 564,846 |
Indirect revenue (principally advertising revenue) | Operating segments | Match Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 10,544 | 12,398 | 31,880 | 40,497 |
Total Marketplace revenue | North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 270,516 | 213,049 | 749,969 | 583,392 |
Consumer connection revenue | North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 252,552 | 195,065 | 695,370 | 531,297 |
Membership subscription revenue | North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 16,237 | 17,034 | 49,239 | 49,226 |
Other revenue | North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,727 | 950 | 5,360 | 2,869 |
Advertising and other revenue | North America | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 68,628 | 73,545 | 195,569 | 216,733 |
Advertising and other revenue | Europe | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 624 | 283 | 1,859 | 834 |
Consumer connection revenue | Europe | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14,125 | 12,022 | 46,480 | 38,885 |
Membership subscription revenue | Europe | Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,465 | 4,217 | 10,820 | 13,405 |
Platform revenue | Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 52,145 | 37,245 | 139,160 | 106,470 |
Hardware revenue | Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 3,059 | 2,279 | 8,962 |
Advertising revenue | Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 29,158 | 23,949 | 84,171 | 71,714 |
Advertising revenue | Operating segments | Applications | Mosaic Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,124 | 4,274 | 6,957 | 14,787 |
Advertising revenue | Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 113,564 | 105,873 | 330,438 | 317,047 |
Google advertising revenue | Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 101,609 | 84,955 | 303,207 | 266,061 |
Other advertising revenue | Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,955 | 20,918 | 27,231 | 50,986 |
Affiliate commerce commission and other revenue | Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,127 | 6,104 | 27,803 | 19,127 |
Total Desktop revenue | Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 74,868 | 118,542 | 255,693 | 350,560 |
Total advertising revenue | Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 71,255 | 114,271 | 243,584 | 334,205 |
Google advertising revenue | Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 68,076 | 110,855 | 234,211 | 326,982 |
Other advertising revenue | Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,179 | 3,416 | 9,373 | 7,223 |
Subscription and other revenue | Operating segments | Applications | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,613 | 4,271 | 12,109 | 16,355 |
Subscription and other revenue | Operating segments | Applications | Mosaic Group | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 49,079 | 31,157 | 139,907 | 63,687 |
Other revenue | Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 16,017 | $ 27,472 | $ 44,433 | $ 80,979 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information about Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue and long-lived assets by geography | |||||
Revenue | $ 1,246,874 | $ 1,104,592 | $ 3,539,375 | $ 3,158,789 | |
Long-lived assets (excluding goodwill and intangible assets) | 361,664 | 361,664 | $ 318,800 | ||
United States | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 807,188 | 738,599 | 2,293,664 | 2,104,750 | |
Long-lived assets (excluding goodwill and intangible assets) | 336,055 | 336,055 | 289,756 | ||
All other countries | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 439,686 | $ 365,993 | 1,245,711 | $ 1,054,039 | |
Long-lived assets (excluding goodwill and intangible assets) | $ 25,609 | $ 25,609 | $ 29,044 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Operating Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | $ 185,852 | $ 172,832 | $ 420,035 | $ 431,219 |
Stock-Based Compensation Expense | 50,053 | 55,363 | 179,922 | 172,006 |
Depreciation | 23,090 | 18,925 | 63,152 | 56,987 |
Amortization of Intangibles | 23,186 | 20,152 | 65,576 | 60,293 |
Interest expense | (42,132) | (27,610) | (110,481) | (81,471) |
Other income, net | 1,229 | 8,113 | 47,852 | 174,635 |
Earnings before income taxes | 144,949 | 153,335 | 357,406 | 524,383 |
Income tax benefit | 14,823 | 18,242 | 62,142 | 15,887 |
Net earnings | 159,772 | 171,577 | 419,548 | 540,270 |
Net earnings attributable to noncontrolling interests | (31,228) | (25,803) | (88,842) | (105,061) |
Net earnings attributable to IAC shareholders | 128,544 | 145,774 | 330,706 | 435,209 |
Operating segments | Match Group | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | 176,604 | 139,895 | 468,330 | 402,293 |
Stock-Based Compensation Expense | 20,805 | 16,141 | 70,817 | 49,810 |
Depreciation | 8,081 | 8,513 | 24,109 | 25,059 |
Amortization of Intangibles | 641 | 435 | 1,464 | 914 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 55 | 0 | 265 |
Adjusted EBITDA | 206,131 | 165,039 | 564,720 | 478,341 |
Operating segments | ANGI Homeservices | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | 24,726 | 33,515 | 32,488 | 46,021 |
Stock-Based Compensation Expense | 8,784 | 22,474 | 45,586 | 69,433 |
Depreciation | 11,244 | 6,100 | 27,039 | 18,170 |
Amortization of Intangibles | 14,169 | 15,611 | 42,421 | 47,695 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 58,923 | 77,700 | 147,534 | 181,319 |
Operating segments | Vimeo | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | (11,155) | (6,161) | (40,555) | (25,502) |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 |
Depreciation | 39 | 291 | 364 | 947 |
Amortization of Intangibles | 3,119 | 1,641 | 6,530 | 4,911 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | (7,997) | (4,229) | (33,661) | (19,644) |
Operating segments | Dotdash | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | 3,695 | 2,416 | 13,752 | 6,946 |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 |
Depreciation | 216 | 246 | 660 | 741 |
Amortization of Intangibles | 3,115 | 409 | 8,139 | 1,227 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 7,026 | 3,071 | 22,551 | 8,914 |
Operating segments | Applications | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | 39,099 | 33,041 | 85,422 | 91,579 |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 |
Depreciation | 331 | 617 | 1,139 | 2,145 |
Amortization of Intangibles | 2,142 | 1,331 | 6,872 | 3,421 |
Acquisition-related Contingent Consideration Fair Value Adjustments | (16,139) | 0 | (12,993) | 0 |
Adjusted EBITDA | 25,433 | 34,989 | 80,440 | 97,145 |
Operating segments | Emerging & Other | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | (1,821) | 10,893 | (6,130) | 23,465 |
Stock-Based Compensation Expense | 0 | 323 | 0 | 1,747 |
Depreciation | 292 | 294 | 839 | 1,396 |
Amortization of Intangibles | 0 | 725 | 150 | 2,125 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | (1,529) | 12,235 | (5,141) | 28,733 |
Corporate | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Operating Income (Loss) | (45,296) | (40,767) | (133,272) | (113,583) |
Stock-Based Compensation Expense | 20,464 | 16,425 | 63,519 | 51,016 |
Depreciation | 2,887 | 2,864 | 9,002 | 8,529 |
Amortization of Intangibles | 0 | 0 | 0 | 0 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 |
Adjusted EBITDA | $ (21,945) | $ (21,478) | $ (60,751) | $ (54,038) |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Variable Interest Entity [Line Items] | ||||
Interest income | $ 15,900 | $ 8,100 | $ 42,800 | $ 20,200 |
Unrealized gain (loss) | (5,066) | (115) | 24,181 | 126,444 |
Net foreign currency exchange gains | 800 | 2,900 | ||
Realized loss | (8,200) | |||
Mark-to-market charge | 1,300 | |||
Realized gain | (8) | $ 702 | 2,136 | 27,874 |
Variable Interest Entity [Line Items] | ||||
Unrealized reduction to estimated fair value of warrant | 8,700 | |||
Unrealized gain (loss) | $ 4,600 | 25,300 | 128,800 | |
Realized gain | $ 26,800 | |||
Warrant | ||||
Variable Interest Entity [Line Items] | ||||
Unrealized gain (loss) | $ (8,700) |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 2,946,180 | $ 2,131,632 | $ 1,670,984 | $ 1,630,809 |
Restricted cash included in other current assets | 1,570 | 1,633 | 344 | 2,873 |
Restricted cash included in other non-current assets | 403 | 420 | 433 | 0 |
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows | $ 2,948,153 | $ 2,133,685 | $ 1,671,761 | $ 1,633,682 |
CONSOLIDATED FINANCIAL STATEM_5
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Other income, net | $ 1,229 | $ 8,113 | $ 47,852 | $ 174,635 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | Jun. 13, 2019plaintiff | Aug. 31, 2018plaintiff | Aug. 14, 2018USD ($)plaintiff | Sep. 30, 2019USD ($)lawsuit |
Loss Contingencies [Line Items] | ||||
Loss contingency reserve | $ | $ 0 | |||
Number of lawsuits with possible material impact (one or more) | lawsuit | 1 | |||
Tinder Optionholder Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of plaintiffs | 6 | 6 | 10 | |
Number of plaintiffs who filed a notice of discontinuance of their claims without prejudice | 4 | |||
Number of plaintiffs that were granted motion to dismiss merger-related claim for breach of contract | 2 | |||
Tinder Optionholder Litigation | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ | $ 2,000,000,000 |
Uncategorized Items - iac-20199
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 40,205,000 |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 36,795,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 36,795,000 |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 3,410,000 |