Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2020shares | |
Cover [Abstract] | |
Entity Central Index Key | 0001800227 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2020 |
Document Transition Report | false |
Entity File Number | 333-236420-01 |
Entity Registrant Name | IAC HOLDINGS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 84-3727412 |
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 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 0 |
COMBINED BALANCE SHEET
COMBINED BALANCE SHEET - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 2,029,071 | $ 839,796 |
Short-term investments | 20,000 | 0 |
Marketable securities | 49,912 | 0 |
Accounts receivable, net of allowance and reserves of $28,075 and $24,148, respectively | 207,581 | 181,875 |
Note receivable—related party | 27,172 | 55,251 |
Other current assets | 147,714 | 152,334 |
Total current assets | 2,481,450 | 1,229,256 |
Property, capitalized software and equipment, net of accumulated depreciation and amortization | 271,477 | 305,414 |
Goodwill | 1,816,723 | 1,616,867 |
Intangible assets, net of accumulated amortization | 452,096 | 350,150 |
Long-term investments | 296,491 | 347,975 |
Other non-current assets | 273,009 | 247,746 |
TOTAL ASSETS | 5,591,246 | 4,097,408 |
LIABILITIES: | ||
Current portion of long-term debt | 13,750 | 13,750 |
Accounts payable, trade | 90,983 | 72,452 |
Deferred revenue | 215,671 | 178,647 |
Accrued expenses and other current liabilities | 342,875 | 320,473 |
Total current liabilities | 663,279 | 585,322 |
Long-term debt, net | 228,643 | 231,946 |
Income taxes payable | 6,076 | 6,410 |
Deferred income taxes | 64,697 | 44,459 |
Other long-term liabilities | 189,547 | 180,307 |
Redeemable noncontrolling interests | 42,152 | 43,818 |
Commitments and contingencies | ||
PARENT'S EQUITY: | ||
Invested capital | 3,935,166 | 2,547,251 |
Accumulated other comprehensive loss | (17,926) | (12,226) |
IAC/InterActiveCorp equity in IAC Holdings, Inc. and subsidiaries | 3,917,240 | 2,535,025 |
Noncontrolling interests | 479,612 | 470,121 |
Total parent's equity | 4,396,852 | 3,005,146 |
TOTAL LIABILITIES AND PARENT'S EQUITY | $ 5,591,246 | $ 4,097,408 |
COMBINED BALANCE SHEET (Parenth
COMBINED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance and reserves for credit loss | $ 28,075 | $ 24,148 |
COMBINED STATEMENT OF OPERATION
COMBINED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 684,124 | $ 641,220 |
Operating costs and expenses: | ||
Cost of revenue (exclusive of depreciation shown separately below) | 179,327 | 139,848 |
Selling and marketing expense | 308,207 | 303,198 |
General and administrative expense | 173,741 | 154,451 |
Product development expense | 61,963 | 44,425 |
Depreciation | 15,492 | 11,140 |
Amortization of intangibles | 45,759 | 22,341 |
Goodwill impairment | 211,973 | 0 |
Total operating costs and expenses | 996,462 | 675,403 |
Operating loss | (312,338) | (34,183) |
Interest expense | (2,217) | (3,267) |
Other expense, net | (57,448) | (5,417) |
Loss before income taxes | (372,003) | (42,867) |
Income tax benefit | 41,432 | 29,194 |
Net loss | (330,571) | (13,673) |
Net loss (earnings) attributable to noncontrolling interests | 2,372 | (574) |
Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. | (328,199) | (14,247) |
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 37,181 | 34,675 |
Cost of revenue | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 18 | 24 |
Selling and marketing expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 1,276 | 1,321 |
General and administrative expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | 33,646 | 30,467 |
Product development expense | ||
Stock-based compensation expense by function: | ||
Stock-based compensation expense | $ 2,241 | $ 2,863 |
COMBINED STATEMENT OF COMPREHEN
COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (330,571) | $ (13,673) |
Other comprehensive (loss) income, net of income taxes: | ||
Change in foreign currency translation adjustment | (6,630) | 2,088 |
Change in unrealized gains and losses on available-for-sale marketable debt securities | (12) | (3) |
Total other comprehensive (loss) income, net of income taxes | (6,642) | 2,085 |
Comprehensive loss, net of income taxes | (337,213) | (11,588) |
Components of comprehensive loss (income) attributable to noncontrolling interests: | ||
Net loss (earnings) attributable to noncontrolling interests | 2,372 | (574) |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 979 | (463) |
Change in unrealized gains and losses of available-for-sale marketable debt securities attributable to noncontrolling interests | 0 | (1) |
Comprehensive loss (income) attributable to noncontrolling interests | 3,351 | (1,038) |
Comprehensive loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. | $ (333,862) | $ (12,626) |
COMBINED STATEMENT OF PARENTS'
COMBINED STATEMENT OF PARENTS' EQUITY - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Total IAC/ InterActiveCorp Equity in IAC Holdings, Inc. | Invested Capital | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2018 | $ 65,687 | |||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net loss | (1,051) | |||||
Other comprehensive income (loss), net of income taxes | 186 | |||||
Stock-based compensation expense | 42 | |||||
Purchase of redeemable noncontrolling interests | (3,182) | |||||
Adjustment of redeemable noncontrolling interests to fair value | 10,242 | |||||
Other | (10) | |||||
Balance at end of period at Mar. 31, 2019 | 71,914 | |||||
Balance at beginning of period at Dec. 31, 2018 | $ 2,684,400 | $ 2,284,042 | $ 2,296,583 | $ (12,541) | $ 400,358 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) earnings | (12,622) | (14,247) | (14,247) | 1,625 | ||
Other comprehensive income (loss), net of income taxes | 1,899 | 1,621 | 1,621 | 278 | ||
Stock-based compensation expense | 34,633 | 15,393 | 15,393 | 19,240 | ||
Adjustment of redeemable noncontrolling interests to fair value | (10,242) | (10,242) | (10,242) | |||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | (15,982) | (25,090) | (25,097) | 7 | 9,108 | |
Net increase (decrease) in IAC/InterActiveCorp's investment in IAC Holdings, Inc. | (21,213) | (21,213) | (21,213) | |||
Balance at end of period at Mar. 31, 2019 | 2,660,873 | 2,230,264 | 2,241,177 | (10,913) | 430,609 | |
Balance at beginning of period at Dec. 31, 2019 | 43,818 | 43,818 | ||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net loss | (1,032) | |||||
Other comprehensive income (loss), net of income taxes | 99 | |||||
Stock-based compensation expense | 15 | |||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||
Adjustment of redeemable noncontrolling interests to fair value | 2,418 | |||||
Other | (1) | |||||
Balance at end of period at Mar. 31, 2020 | 42,152 | $ 42,152 | ||||
Balance at beginning of period at Dec. 31, 2019 | 3,005,146 | 2,535,025 | 2,547,251 | (12,226) | 470,121 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) earnings | (329,539) | (328,199) | (328,199) | (1,340) | ||
Other comprehensive income (loss), net of income taxes | (6,741) | (5,663) | (5,663) | (1,078) | ||
Stock-based compensation expense | 33,600 | 11,389 | 11,389 | 22,211 | ||
Adjustment of redeemable noncontrolling interests to fair value | (2,418) | (2,418) | (2,418) | |||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | (3,343) | 6,959 | 6,996 | (37) | (10,302) | |
Purchase of ANGI Homeservices treasury stock | (38,971) | (38,971) | (38,971) | |||
Net increase (decrease) in IAC/InterActiveCorp's investment in IAC Holdings, Inc. | 1,739,118 | 1,739,118 | 1,739,118 | |||
Balance at end of period at Mar. 31, 2020 | $ 4,396,852 | $ 3,917,240 | $ 3,935,166 | $ (17,926) | $ 479,612 |
COMBINED STATEMENT OF CASH FLOW
COMBINED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (330,571) | $ (13,673) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 37,181 | 34,675 |
Amortization of intangibles | 45,759 | 22,341 |
Depreciation | 15,492 | 11,140 |
Bad debt expense | 19,929 | 15,009 |
Goodwill impairment | 211,973 | 0 |
Deferred income taxes | (13,759) | (29,945) |
Losses on equity securities, net | 51,473 | 240 |
Other adjustments, net | 10,354 | 12,105 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts receivable | (27,216) | (40,270) |
Other assets | 310 | 4,682 |
Accounts payable and other liabilities | (7,971) | (31,821) |
Income taxes payable and receivable | 1,564 | 1,107 |
Deferred revenue | 24,653 | 17,004 |
Net cash provided by operating activities | 39,171 | 2,594 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (532,857) | (21,555) |
Capital expenditures | (14,810) | (15,924) |
Proceeds from maturities of marketable debt securities | 0 | 25,000 |
Net proceeds from the sale of businesses and investments | 1,476 | 20,276 |
Decrease in notes receivable—related party | 27,691 | 0 |
Other, net | (110) | (2,137) |
Net cash (used in) provided by investing activities | (518,610) | 5,660 |
Cash flows from financing activities: | ||
Principal payments on ANGI Homeservices Term Loan | (3,438) | (3,438) |
Principal payments on related-party debt | 0 | (2,500) |
Purchase of ANGI Homeservices treasury stock | (38,512) | 0 |
Proceeds from the exercise of ANGI Homeservices stock options | 0 | 573 |
Withholding taxes paid on behalf of ANGI Homeservices employees on net settled stock-based awards | (3,222) | (16,544) |
Purchase of noncontrolling interests | (3,165) | (3,182) |
Transfers from (to) IAC/InterActiveCorp | 1,720,618 | (38,856) |
Other, net | (465) | 0 |
Net cash provided by (used in) financing activities | 1,671,816 | (63,947) |
Total cash provided (used) | 1,192,377 | (55,693) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (2,897) | 325 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 1,189,480 | (55,368) |
Cash and cash equivalents and restricted cash at beginning of period | 840,732 | 886,836 |
Cash and cash equivalents and restricted cash at end of period | $ 2,030,212 | $ 831,468 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Separation On December 19, 2019, IAC/InterActiveCorp ("IAC") entered into a Transaction Agreement (as amended as of April 28, 2020, the "Transaction Agreement") with Match Group, Inc. ("MTCH"), IAC Holdings, Inc., a direct wholly owned subsidiary of IAC ("New IAC" or the "Company"), and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of IAC. Subject to the terms and conditions set forth in the Transaction Agreement, if the transactions contemplated by the Transaction Agreement are consummated, the businesses of MTCH will be separated from the remaining businesses of IAC through a series of transactions that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed Match Group, Inc. ("New Match") and which will own the businesses of MTCH and certain IAC financing subsidiaries, and (2) New IAC, which will be renamed IAC/InterActiveCorp and which will own IAC's other businesses—and the pre-transaction stockholders of MTCH (other than IAC) owning shares in New Match. Completion of the separation, which is expected to occur in the second quarter of 2020, is subject to a number of conditions, including approval by a majority of the disinterested shareholders of MTCH, approval of IAC’s shareholders and other customary conditions and approvals. This transaction is referred to as the "Separation". Basis of Presentation and Combination In connection with the Separation, IAC Holdings, Inc. was incorporated as a Delaware corporation in November 2019. IAC Holdings, Inc. does not engage in any business or other activities other than in connection with the Separation. In contemplation of the Separation: (1) effective January 1, 2020, all employees of the IAC/InterActiveCorp legal entity became employees of the IAC Holdings, Inc. legal entity and (2) during the first quarter of 2020, IAC contributed $1.1 billion in cash to IAC Holdings, Inc. in connection with the transfer of the centrally-managed U.S. treasury function from January 1, 2020 to IAC Holdings, Inc. The legal entity financial statements of IAC Holdings, Inc. are included in " Note 12 - IAC Holdings, Inc. Legal Entity Financial Statements ". The historical combined financial statements of IAC Holdings, Inc. and the businesses comprising New IAC have been derived from the consolidated financial statements and accounting records of IAC. The combined financial statements reflect the historical financial position, results of operations and cash flows of IAC Holdings, Inc. and the businesses comprising New IAC since their respective dates of acquisition by IAC and the allocation to New IAC of certain IAC corporate expenses relating to New IAC based on the historical financial statements and accounting records of IAC. For the purpose of these financial statements, income taxes have been computed as if the entities comprising New IAC filed tax returns on a standalone, separate basis. The financial statements have been prepared on a combined, rather than consolidated, basis as the final steps of the legal reorganization, which will result in the contribution of all the entities that will comprise New IAC as of the date of the Separation, are not yet complete. As used herein, ‘‘New IAC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’ and similar terms in these historical combined financial statements refer to IAC Holdings, Inc. and the businesses comprising New IAC (unless the context requires otherwise). The Company prepares its combined financial statements in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’). All intercompany transactions and balances between and among the Company and the entities comprising the Company have been eliminated. All intercompany transactions between (i) New IAC and (ii) IAC and its subsidiaries are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as ‘‘Invested capital.’’ In management’s opinion, the assumptions underlying the historical combined financial statements of the Company, including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect the expenses that we may have incurred as an independent, stand-alone company for the periods presented. The accompanying unaudited combined financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited combined financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim combined financial statements should be read in conjunction with the annual audited combined financial statements of the Company and notes thereto for the year ended December 31, 2019 . COVID-19 Update The Company's business could be materially and adversely affected by the outbreak of COVID-19, which has been declared a "pandemic" by the World Health Organization. Through March 31, 2020, the Company's ANGI Homeservices business has experienced a decline in demand for home services requests, driven primarily by decreases in demand in certain categories of jobs (particularly non-essential projects) and decreases in demand in regions most affected by the COVID-19 outbreak, which the Company attributes both to the unwillingness of consumers to interact with service professionals face-to-face or have service professionals in their homes, and to lower levels of consumer confidence and discretionary income generally. In addition, with respect to the Company's ad-supported businesses, the Company has experienced a meaningful decrease in advertising rates across the Company's various properties (as much as 30% year over year). In connection with the first quarter close of its books, the Company determined that the effects of COVID-19 were an indicator of possible impairment for certain of its assets. The Company determined, as of March 31, 2020 , the fair value for those assets for which COVID-19 was deemed to be an indicator of possible impairment and identified the following impairments: • a $212.0 million impairment related to the goodwill of the Desktop reporting unit; • a $21.4 million impairment related to certain indefinite-lived intangible assets of the Desktop reporting unit; • a $51.5 million impairment of certain equity securities without readily determinable fair values; and • a $7.5 million impairment of a note receivable and a warrant related to certain investees. The extent to which developments related to the COVID-19 outbreak and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the speed of contagion, the development and implementation of effective preventative measures and possible treatments, the scope of governmental and other restrictions on travel, non-essential services and other activity, and public reactions to these developments. For example, these developments and measures have resulted in rapid and adverse changes to the operating environment in which we do business, as well as significant uncertainty concerning the near and long term economic ramifications of the COVID-19 outbreak, which have adversely impacted our ability to forecast our results and respond in a timely and effective manner to trends related to the COVID-19 outbreak. The longer the global outbreak and measures designed to curb the spread of the virus continue to adversely affect levels of consumer confidence, discretionary spending and the willingness of consumers to interact with other consumers, vendors and service providers face-to-face (and in turn, adversely affect demand for the Company’s various products and services), the greater the adverse impact is likely to be on the Company’s business, financial condition and results of operations and the more limited will be the Company’s ability to try and make up for delayed or lost revenues. Nature of Operations The Company operates Vimeo, Dotdash and Care.com, among many other online businesses, and has majority ownership of ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy. ANGI Homeservices Our ANGI Homeservices segment includes the North American (United States and Canada) and European businesses and operations of ANGI Homeservices Inc. (‘‘ANGI’’). On September 29, 2017, the Company’s HomeAdvisor business and Angie’s List Inc. (‘‘Angie’s List’’) combined under a new publicly traded company called ANGI Homeservices Inc. (the ‘‘Combination’’). At March 31, 2020 , the Company’s economic interest and voting interest in ANGI were 84.9% and 98.3% , respectively. ANGI Homeservices Inc. connects quality home service professionals across 500 different categories, from repairing and remodeling to cleaning and landscaping, with consumers. Approximately 250,000 domestic service professionals find work through ANGI and consumers turn to at least one of our brands to find a professional for more than 25 million projects each year. ANGI has established category-transforming products with brands such as HomeAdvisor, Angie’s List, Handy and Fixd Repair. On January 25, 2019, ANGI completed the acquisition of Fixd Repair, a home warranty and service company. ANGI also owns and operates Handy, a leading platform in the United States for connecting individuals looking for household services (primarily cleaning and handyman services) with top-quality, pre-screened independent service professionals, and mHelpDesk, a provider of cloud-based field service software for small to mid-size businesses. In addition to its market-leading U.S. operations, ANGI owns leading home services online marketplaces in France (Travaux), Germany (MyHammer), Netherlands (Werkspot), United Kingdom (MyBuilder Limited or ‘‘MyBuilder,’’ which we acquired a controlling interest in on March 24, 2017), Canada (HomeStars Inc. or ‘‘HomeStars,’’ which we acquired a controlling interest in on February 8, 2017) and Italy (Instapro), as well as operations in Austria (MyHammer). Vimeo Vimeo operates a global video platform for creative professionals, small and medium businesses (‘‘SMBs’’), organizations and enterprises to connect with their audiences, customers and employees. Vimeo provides cloud-based Software-as-a-Service (‘‘SaaS’’) offerings that allow customers to create, host, stream, monetize, analyze and distribute videos online and across devices. Vimeo also sold live streaming accessories through its hardware business, which was sold on March 29, 2019. On May 28, 2019, Vimeo completed the acquisition of Magisto, a video creation service enabling consumers and businesses to create short-form videos. Dotdash Dotdash is a portfolio of digital publishing brands providing expert information and inspiration in select vertical content categories. Applications Our Applications segment consists of our Desktop business and Mosaic Group, our mobile business. Through these businesses, we are a leading provider of global, advertising-driven desktop and subscription-based mobile applications. Through our Desktop business, we own and operate a portfolio of desktop browser applications that provide users with access to a wide variety of online content, tools and services. We provide users who download our desktop browser applications with new tab search services, as well as the option of default browser search services. We distribute our desktop browser applications to consumers free of charge on an opt-in basis directly through direct to consumer (primarily Chrome Web Store) and partnership distribution channels. Through Mosaic Group, we are a leading provider of global subscription mobile applications through Apalon, iTranslate and TelTech. Apalon is a leading mobile development company with one of the largest and most popular application portfolios worldwide. iTranslate develops and distributes some of the world’s most downloaded mobile translation applications, enabling users to read, write, speak and learn foreign languages anywhere in the world. TelTech develops and distributes unique and innovative mobile communications applications that help protect consumer privacy. Ask Media Group Ask Media Group is a collection of websites providing general search services, and to a lesser extent, content that help users find the information they need. Emerging & Other Our Emerging & Other segment primarily includes: • Care.com, a leading global platform for finding and managing family care, designed to meet the evolving needs of today’s families and caregivers, and provider of household payroll and tax services and customized corporate benefits packages covering the care needs of working families, which was acquired on February 11, 2020; • Bluecrew, a technology driven staffing platform exclusively for flexible W-2 work; • NurseFly, a platform to efficiently connect temporary healthcare professionals with job opportunities, which we acquired a controlling interest in on June 26, 2019; • The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors; • College Humor Media, a provider of digital content, including its subscription only property, Dropout.tv, for periods prior to its sale on March 16, 2020; and • IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally. Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its combined 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 carrying value of right-of-use assets ("ROU assets"); the useful lives and recoverability of definite-lived intangible assets and property, capitalized software 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. Accounting for Investments in Equity Securities Investments in equity securities, other than those of the Company's combined subsidiaries and those accounted for under the equity method, if applicable, are accounted for at fair value or under the measurement alternative of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , 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 the Company considers 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 its investments in equity securities, which require judgment and the use of estimates. When the Company's 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. See " Note 5 - Financial Instruments and Fair Value Measurements " for additional information on the impairments of certain equity securities without readily determinable fair values recorded in the quarter ended March 31, 2020 . In the event the Company has 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 combined balance sheet. At March 31, 2020 and December 31, 2019 , the Company did not have any investments accounted for using the equity method. General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to the Company's 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 ." Prior to January 1, 2020, ANGI's Handy business recorded revenue on a net basis. Effective January 1, 2020, the Company modified the Handy terms and conditions so that Handy, rather than the service professional, has the contractual relationship with the consumer to deliver the service and Handy, rather than the consumer, has the contractual relationship with the service professional. Consumers request services and pay for such services directly through the Handy platform and then Handy fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. This change in contractual terms requires gross revenue accounting treatment effective January 1, 2020. Also, in the case of certain tasks, HomeAdvisor provides a pre-priced product offering, pursuant to which consumers can request services through a HomeAdvisor platform and pay HomeAdvisor for the services directly. HomeAdvisor then fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. Revenue from HomeAdvisor’s pre-priced product offering is also recorded on a gross basis effective January 1, 2020. In addition to changing the presentation of revenue to gross from net, the timing of revenue recognition will change for pre-priced jobs and will be later than the timing of existing consumer connection revenue for HomeAdvisor because the Company will not be able to record revenue, generally, until the service professional completes the job on the Company's behalf. The change to gross revenue reporting for Handy and HomeAdvisor’s pre-priced product offering, effective January 1, 2020, resulted in an increase in revenue of $15.2 million during the three months ended March 31, 2020 . 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 the Company's performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2019 are $178.6 million and $1.3 million , respectively. During the three months ended March 31, 2020 , the Company recognized $90.9 million of revenue that was included in the deferred revenue balance as of December 31, 2019 . During the three months ended March 31, 2019 , the Company recognized $76.0 million of revenue that was included in the deferred revenue balance as of December 31, 2018. The current and non-current deferred revenue balances at March 31, 2020 are $215.7 million and $1.3 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying combined 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 the Company has 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 $47.5 million and $42.4 million at March 31, 2020 and December 31, 2019 , respectively. Allowance for Doubtful Accounts and Revenue Reserve The following table presents the changes in the allowance for doubtful accounts for three months ended March 31, 2020 : Three Months Ended March 31, 2020 (In thousands) Balance at January 1 $ 20,257 Current period provision of bad debt 19,193 Write-offs charged against the allowance (16,528 ) Recoveries collected 736 Balance at March 31 $ 23,658 The revenue reserve was $4.4 million and $3.9 million at March 31, 2020 and December 31, 2019 , respectively. The total allowance for doubtful accounts and revenue reserve was $28.1 million and $24.1 million as of March 31, 2020 and December 31, 2019 , respectively. Certain Risks and Concentrations—Services Agreement with Google IAC and Google are party to a services agreement (the "Services Agreement"). If the Separation is consummated, IAC shall assign the Services Agreement to the Company. A meaningful portion of the Company's revenue is attributable to 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 months ended March 31, 2020 and 2019 , total revenue earned from Google was $138.9 million and $195.8 million , representing 20% and 31% , respectively, of the Company's combined revenue. Accounts receivable related to revenue earned from Google totaled $48.7 million and $53.0 million at March 31, 2020 and December 31, 2019 , respectively. Revenue attributable to the Services Agreement is earned by the Desktop business within the Applications segment and by the Ask Media Group segment. For the three months ended March 31, 2020 and 2019 , revenue earned from the Services Agreement was $46.1 million and $88.1 million , respectively, within the Applications segment and $80.5 million and $94.8 million , respectively, within the Ask Media Group segment. The current Services Agreement was scheduled to expire on March 31, 2020. On February 11, 2019, IAC 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. IAC believes that the amended agreement, taken as a whole, is comparable to the pre-amendment 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 the Company's products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on the Company's combined financial condition and results of operations, particularly the Desktop business and Ask Media Group. From time to time, Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have negatively impacted the Desktop business and Google may do so in the future. Adoption of New Accounting Pronouncements Adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company adopted ASU No. 2016-13 effective January 1, 2020. The standard significantly changes how entities measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 replaces the “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. The Company adopted ASU No. 2016-13 using the modified retrospective approach and there was no cumulative effect arising from the adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's combined financial statements. Adoption of ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company adopted ASU No. 2019-12 effective January 1, 2020, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted ASU No. 2019-12 on January 1, 2020 using the modified retrospective basis for those amendments that are not applied on a prospective basis. The adoption of ASU No. 2019-12 did not have a material impact on the Company's combined financial statements. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, current and deferred income tax benefit/provision have been computed for the entities comprising the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the accompanying combined statements of cash flows. 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 the Company's 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. We have calculated the provision for income taxes during the March 31, 2020 period by applying an estimate of the annual effective tax rate for the full fiscal year to ordinary loss (pretax loss excluding unusual or infrequently occurring discrete items) for the reporting period. We have used a discrete effective tax rate method to calculate domestic taxes for the three months ended March 31, 2019. We determined that since small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three months ended March 31, 2019. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on the Company's preliminary analysis of the CARES Act, New IAC expects to avail itself of the following: • a refund of federal income taxes due to a five-year carryback of net operating loss incurred in 2019; • accelerated depreciation deductions; and • a deferral of 2020 employer social security payroll taxes. The Company continues to review and consider worldwide government programs related to the COVID-19 pandemic; however, the Company does not expect the impact of these programs to be material. For the three months ended March 31, 2020, the Company recorded an income tax benefit of $41.4 million which represents an effective income tax rate of 11% . The effective income tax rate is lower than the statutory rate of 21% due primarily to the non-deductible portion of Desktop goodwill impairment charge and unbenefited losses related to other investments, partially offset by a revaluation of net operating loss deferred taxes due to the CARES Act. For the three months ended March 31, 2019, the Company recorded an income tax benefit of $29.2 million which represents an effective income tax rate of 68% . The effective income tax rate is higher than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards. Upon the Separation, the Company will be allocated a portion of tax attributes related to the IAC consolidated federal and state tax filings pursuant to the Internal Revenue Code and applicable state law. This allocation will require that the Company’s net deferred tax liability (computed on an as if standalone, separate return basis) be adjusted as of the Separation date with a corresponding adjustment to additional paid-in capital. The final allocation of tax attributes and resulting adjustment to the Company’s deferred taxes will be impacted by multiple factors, including, but not limited to, the ultimate date of the Separation and the amount of taxable income or loss generated by the IAC consolidated tax group in the year of the Separation. 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 as a result of previously filed separate company and consolidated tax returns with IAC. 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 Internal Revenue Service ("IRS") has substantially completed its audit of IAC’s federal income tax returns for the years ended December 31, 2010 through 2016, which includes the operations of the Company, resulting in reductions to the research credits claimed. The IRS is expected to begin an audit of the year ended December 31, 2017 in the second quarter of 2020. The statute of limitations for the years 2010 through 2012 has been extended to November 30, 2020 and the statute of limitations for the years 2013 through 2016 has been extended to March 31, 2021. 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. The Company considers many factors when evaluating and estimating its 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 March 31, 2020 and December 31, 2019 , unrecognized tax benefits, including interest and penalties, are $16.7 million and $20.3 million , respectively. Unrecognized tax benefits, including interest and penalties, at March 31, 2020 decreased by $3.6 million due primarily to the effective settlement of certain prior year tax positions with the IRS relating to research credits. If unrecognized tax benefits at March 31, 2020 are subsequently recognized, $15.3 million , net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2019 was $18.9 million . The Company believes it is reasonably possible that its unrecognized tax benefits could decrease by $6.4 million by March 31, 2021, due primarily to expirations of statutes of limitations and other settlements, $6.2 million of which would reduce the income tax provision. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION Care.com On February 11, 2020, IAC acquired 100% of Care.com, a leading global platform for finding and managing family care, for a total purchase price of $627.5 million , which includes cash consideration of $587.0 million paid by the Company and the settlement of all outstanding vested employee equity awards for $40.5 million paid by Care.com prior to the completion of the acquisition. The Company's purchase accounting is not yet complete, including the determination of purchase price and the allocation of purchase price to the fair value of assets acquired and liabilities assumed. These preliminary values are subject to revision and are not expected to be finalized until the fourth quarter of 2020 . The financial results of Care.com are included in the Company's combined financial statements, within the Emerging & Other segment, beginning February 11, 2020 . For the three months ended March 31, 2020 , the Company included $18.5 million of revenue and $12.3 million of net loss in its combined statement of operations related to Care.com. The net loss of Care.com reflects a reduction in revenue of $8.7 million due to the write-off of deferred revenue related to the acquisition and $4.8 million in transaction-related costs, including severance. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Care.com (In thousands) Cash and cash equivalents $ 57,873 Short-term investments 20,000 Accounts receivable 20,292 Other current assets 5,678 Property and equipment 2,894 Goodwill 416,869 Intangible assets 145,300 Other non-current assets 26,852 Total assets 695,758 Deferred revenue (13,422 ) Other current liabilities (36,400 ) Deferred income taxes (33,960 ) Other non-current liabilities (25,001 ) Net assets acquired $ 586,975 IAC acquired Care.com because it is complementary to other marketplace businesses of New IAC. The purchase price was based on the expected financial performance of Care.com, not on the value of the net identifiable assets at the time of acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The preliminary estimated fair values of the identifiable intangible assets acquired at the date of acquisition are as follows: Care.com (In thousands) Useful Life Indefinite-lived trade name and trademarks $ 59,400 Indefinite Developed technology 49,700 5 Customer relationships 35,400 2 - 7 Provider relationships 800 4 Total identifiable intangible assets acquired $ 145,300 Other current assets, other non-current assets, other current liabilities and other non-current liabilities of Care.com were reviewed and adjusted to their fair values at the date of acquisition, as necessary. The fair values of the trade name and developed technology were determined using an income approach that utilized the relief from royalty methodology. The fair values of customer relationships and provider relationships were determined using an income approach that utilized the excess earnings methodology. The valuations of the intangible assets incorporate significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows and the determination of royalty and discount rates. The amount attributed to goodwill is not tax deductible. Unaudited pro forma financial information The unaudited pro forma financial information in the table below presents the combined results of the Company and Care.com as if this acquisition had occurred on January 1, 2019. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2019. For the three months ended March 31, 2020 , pro forma adjustments include a reduction in transaction related costs (including stock-based compensation expense related to the acceleration of vesting of outstanding employee equity awards) of $60.9 million because they are one-time in nature and will not have a continuing impact on operations and an increase in revenue of $8.7 million related to deferred revenue written off as a part of the acquisition. For the three months ended March 31, 2019 , pro forma adjustments include an increase in amortization of intangibles of $4.0 million and a decrease of $7.7 million related to the deferred revenue written off as a part of the acquisition. Three Months Ended March 31, 2020 2019 (In thousands) Revenue $ 718,763 $ 686,904 Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (320,955 ) $ (24,705 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net are as follows: March 31, December 31, 2020 2019 (In thousands) Goodwill $ 1,816,723 $ 1,616,867 Intangible assets with indefinite lives 259,254 225,296 Intangible assets with definite lives, net of accumulated amortization 192,842 124,854 Total goodwill and intangible assets, net $ 2,268,819 $ 1,967,017 The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the three months ended March 31, 2020 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 884,296 $ — $ — $ — $ (4,868 ) $ 879,428 Vimeo 219,374 — (38 ) — — 219,336 Applications: Desktop 265,146 — — (211,973 ) — 53,173 Mosaic Group 239,602 — — — (134 ) 239,468 Total Applications 504,748 — — (211,973 ) (134 ) 292,641 Emerging & Other 8,449 416,869 — — — 425,318 Total $ 1,616,867 $ 416,869 $ (38 ) $ (211,973 ) $ (5,002 ) $ 1,816,723 Additions are related to the acquisition of Care.com (included in Emerging & Other Segment). In connection with the first quarter close of its books, the Company determined that the effects of COVID-19 were an indicator of possible impairment for certain of its reporting units and indefinite-lived intangible assets. The Company determined the fair value of these reporting units and indefinite-lived intangible assets as of March 31, 2020 and identified the following impairments: • a $212.0 million impairment related to the goodwill of the Desktop reporting unit and • a $21.4 million impairment related to certain indefinite-lived intangible assets of the Desktop reporting unit. In addition, the updated valuation of the Mosaic Group reporting unit indicates that the fair value of this reporting unit approximates its carrying value. The goodwill of the Desktop and Mosaic Group reporting units is $53.2 million and $239.5 million , respectively, as of March 31, 2020 . To the extent there is a decline in the fair value of these reporting units, a goodwill impairment would be recorded to the extent the carrying value exceeds the fair value. The fair value of the Desktop and Mosaic Group reporting units was determined using both an income approach based on discounted cash flows ("DCF") and a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses were based on the most recent forecasts for Desktop and Mosaic Group for 2020 and each of the years in the forecast period, which were updated in light of COVID-19. For years beyond the forecast period, Desktop and Mosaic Group estimates were based, in part, on forecasted growth rates. The discount rates used in the DCF analyses were intended to reflect the risks inherent in the expected future cash flows of the Desktop and Mosaic Group reporting units. The discount rate used for determining the fair value of both the Desktop and Mosaic Group reporting units was 15.0% . Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the Desktop and Mosaic Group reporting units. To determine a peer group of companies for Desktop and Mosaic Group, the Company considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is approximately $709.4 million . The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2019 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 895,071 $ 18,326 (29,293 ) $ — $ 192 $ 884,296 Vimeo 77,152 142,222 — — — 219,374 Applications: Desktop 265,146 — — — — 265,146 Mosaic Group 239,746 — — — (144 ) 239,602 Total Applications 504,892 — — — (144 ) 504,748 Emerging & Other 7,002 4,765 — (3,318 ) — 8,449 Total $ 1,484,117 $ 165,313 $ (29,293 ) $ (3,318 ) $ 48 $ 1,616,867 Additions primarily relate to the acquisitions of Magisto (included in the Vimeo segment) and Fixd Repair (included in the ANGI Homeservices segment). Deductions primarily relate to tax benefits of acquired attributes related to the acquisition of Handy (included in the ANGI Homeservices segment). During the fourth quarter of 2019, the Company recorded an impairment charge of $3.3 million related to the goodwill of the College Humor Media business (included in the Emerging & Other Segment). The March 31, 2020 and December 31, 2019 goodwill balances reflect accumulated impairment losses of $741.1 million and $529.1 million , respectively, at Applications. The March 31, 2020 and December 31, 2019 goodwill balances also reflect accumulated impairment losses of $212.6 million , $198.3 million , $187.1 million and $14.9 million at the businesses previously included in the IAC Publishing segment (excluding Dotdash and Ask Media Group, included in the Emerging & Other segment), Dotdash, Ask Media Group and College Humor Media (included in the Emerging & Other segment), respectively. As described above, since the effects of COVID-19 were an indicator of impairment, the Company updated its calculations of the fair value of its indefinite-lived intangible assets as of March 31, 2020 . The Company recorded impairment charges of $21.4 million at Desktop, related to indefinite-lived trade names. The impairment of indefinite-lived intangible assets is included in “Amortization of intangibles” in the accompanying combined statement of operations. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses were intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses were based upon an estimate of the royalty rates that a market participant would pay to license the Company's trade names and trademarks. The discount rate used to value the trade names that were impaired in the first quarter of 2020 was 15.0% and the royalty rate was 1.0% . The aggregate carrying value of indefinite-lived intangible assets for which the most recent estimate of the excess of fair value over carrying value is less than 20% is approximately $70.2 million . At March 31, 2020 and December 31, 2019 , intangible assets with definite lives are as follows: March 31, 2020 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 193,005 $ (81,350 ) $ 111,655 4.7 Service professional relationships 99,850 (83,560 ) 16,290 3.0 Customer lists and user base 79,510 (26,548 ) 52,962 4.0 Trade names 17,279 (10,955 ) 6,324 2.8 Memberships 15,900 (13,264 ) 2,636 3.0 Other 11,099 (8,124 ) 2,975 3.4 Total $ 416,643 $ (223,801 ) $ 192,842 4.0 December 31, 2019 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 143,255 $ (73,483 ) $ 69,772 4.5 Service professional relationships 99,651 (76,445 ) 23,206 2.9 Customer lists and user base 44,286 (24,226 ) 20,060 3.3 Trade names 12,777 (8,082 ) 4,695 3.5 Memberships 15,900 (11,940 ) 3,960 3.0 Other 10,439 (7,278 ) 3,161 3.4 Total $ 326,308 $ (201,454 ) $ 124,854 3.7 At March 31, 2020 , amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2020 $ 59,436 2021 44,154 2022 39,141 2023 29,555 2024 15,391 Thereafter 5,165 Total $ 192,842 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Marketable Securities At March 31, 2020 , the fair value of marketable securities are as follows: March 31, 2020 (In thousands) Available-for-sale marketable debt securities $ 49,912 Total marketable securities $ 49,912 The Company did no t hold any marketable securities at December 31, 2019 . At March 31, 2020 , current available-for-sale marketable debt securities are as follows: Amortized Gross Gross Fair Value (In thousands) Treasury discount notes $ 49,924 $ — $ (12 ) $ 49,912 Total available-for-sale marketable debt securities $ 49,924 $ — $ (12 ) $ 49,912 The contractual maturities of debt securities classified as current available-for-sale at March 31, 2020 are within one year . There are no investments in available-for-sale marketable debt securities that have been in a continuous unrealized loss position for longer than twelve months as of March 31, 2020 . Equity Securities Without Readily Determinable Fair Values At March 31, 2020 and December 31, 2019 , the carrying values of the Company's investments in equity securities without readily determinable fair values totaled $296.5 million and $348.0 million , respectively, and are included in "Long-term investments" in the accompanying combined balance sheet. During the first quarter of 2020, the Company recorded unrealized impairments of $51.5 million related to certain equity securities without readily determinable fair values due to the impact of COVID-19. All gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other expense, net" in the accompanying combined statement of operations. The following table presents a summary of unrealized gains and losses recorded in "Other expense, net," as adjustments to the carrying value of equity securities without readily determinable fair values held as of March 31, 2020 and 2019 . Three Months Ended March 31, 2020 2019 (In thousands) Upward adjustments (gross unrealized gains) $ — $ — Downward adjustments including impairment (gross unrealized losses) (51,484 ) (150 ) Total $ (51,484 ) $ (150 ) The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at March 31, 2020 were $19.7 million and $52.0 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 months ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 (In thousands) Realized gains (losses), net, for equity securities sold $ 12 $ (118 ) Unrealized losses, net, on equity securities held (51,484 ) (122 ) Total losses, net recognized in other expense, net $ (51,472 ) $ (240 ) 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: March 31, 2020 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 1,597,511 $ — $ — $ 1,597,511 Treasury discount notes — 99,882 — 99,882 Time deposits — 42,809 — 42,809 Short-term investments — 20,000 — 20,000 Marketable securities: Treasury discount notes — 49,912 — 49,912 Other non-current assets: Warrant — — 6,489 6,489 Total $ 1,597,511 $ 212,603 $ 6,489 $ 1,816,603 Liabilities: Contingent consideration arrangement $ — $ — $ (636 ) $ (636 ) December 31, 2019 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 699,589 $ — $ — $ 699,589 Time deposits — 23,075 — 23,075 Other non-current assets: Warrant — — 8,495 8,495 Total $ 699,589 $ 23,075 $ 8,495 $ 731,159 Liabilities: Contingent consideration arrangement $ — $ — $ (6,918 ) $ (6,918 ) The following table presents 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 March 31, 2020 2019 Warrant Contingent Contingent (In thousands) Balance at January 1 $ 8,495 $ (6,918 ) $ (26,657 ) Total net (losses) gains: Included in earnings: Fair value adjustments (2,006 ) 6,282 (1,529 ) Fair value at date of acquisition — (1,000 ) — Settlements — 1,000 — Balance at March 31 $ 6,489 $ (636 ) $ (28,186 ) Warrant As part of the Company's investment in Turo, a peer-to-peer car sharing marketplace, 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 expense, net" in the accompanying combined statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table as Level 3. The warrant is included in "Other non-current assets" in the accompanying combined balance sheet. Contingent Consideration Arrangements At March 31, 2020 , the Company has one outstanding contingent consideration arrangement related to a business acquisition. The arrangement has a remaining total maximum contingent payment of $30.0 million . At March 31, 2020 , the gross fair value of this arrangement, before unamortized discount, is $1.3 million . In connection with the Care.com acquisition on February 11, 2020, the Company assumed a contingent consideration arrangement liability of $1.0 million , which was subsequently paid during the first quarter of 2020. 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 combined financial statements. The fair values of the contingent consideration arrangement at March 31, 2020 and December 31, 2019 reflect a discount rate of 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 combined statement of operations. The contingent consideration arrangement liability at March 31, 2020 and December 31, 2019 includes a non-current portion of $0.6 million and $6.9 million , respectively. The non-current portion of the contingent consideration liability is included in “Other long-term liabilities” in the accompanying combined balance sheet. Assets measured at fair value on a nonrecurring basis The Company's non-financial assets, such as goodwill, intangible assets, ROU assets and property, capitalized software 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. See " Note 4—Goodwill and Intangible Assets " for a detailed description of the Desktop goodwill and indefinite-lived intangible asset impairments recorded in the quarter ended March 31, 2020. 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: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair (In thousands) Notes receivable—related party, current $ 27,172 $ 27,172 $ 55,251 $ 55,251 Current portion of long-term debt $ (13,750 ) $ (13,750 ) $ (13,750 ) $ (13,681 ) Long-term debt, net (a) $ (228,643 ) $ (230,313 ) $ (231,946 ) $ (232,581 ) _____________________ (a) At March 31, 2020 and December 31, 2019 , the carrying value of long-term debt, net includes unamortized debt issuance costs of $1.7 million and $1.8 million , respectively . At March 31, 2020 and December 31, 2019 , the fair value of long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of: March 31, 2020 December 31, 2019 (In thousands) ANGI Term Loan due November 5, 2023 $ 244,063 $ 247,500 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,670 1,804 Total long-term debt, net $ 228,643 $ 231,946 ANGI Term Loan and ANGI Credit Facility The outstanding balance of the loan ("ANGI Term Loan") was $244.1 million and $247.5 million at March 31, 2020 and December 31, 2019 , respectively. 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. Additionally, interest payments are due at least quarterly through the term of the loan. At both March 31, 2020 and December 31, 2019 , the ANGI Term Loan bore interest at LIBOR plus 1.50% , or 2.28% and 3.25% , respectively. The spread over LIBOR is subject to change in future periods based on ANGI's consolidated net leverage ratio. The terms of the ANGI Term Loan require 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 its stock in the event a default has occurred or ANGI's consolidated net leverage ratio exceeds 4.25 to 1.0 . At March 31, 2020 , there were no limitations pursuant thereto. 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. The $250 million revolving credit facility (the "ANGI Credit Facility") expires on November 5, 2023 . At March 31, 2020 and December 31, 2019 , there were no outstanding borrowings under the ANGI Credit Facility. The annual commitment fee on undrawn funds is based on the consolidated net leverage ratio most recently reported and was 25 basis points at both March 31, 2020 and December 31, 2019 . 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 Group Credit Facility IAC Group, LLC ("IAC Group") is the borrower under the IAC Credit Facility. IAC Group is included within these combined financial statements and will become a subsidiary of New IAC upon consummation of the Separation. At March 31, 2020 , IAC Group has a $250 million revolving credit facility (the "IAC Group Credit Facility"), that expires on November 5, 2023 . At March 31, 2020 and December 31, 2019 , there were no outstanding borrowings under the IAC Group 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 was 20 basis points at both March 31, 2020 and December 31, 2019 . Borrowings under the IAC Group Credit Facility bear interest, at IAC Group's option, at a base rate or LIBOR, in each case, plus an applicable margin, which is based on IAC Group's consolidated net leverage ratio. The terms of the IAC Group Credit Facility require that IAC Group maintains a consolidated net leverage ratio of not more than 3.25 to 1.0 before the date on which IAC Group no longer holds majority of the outstanding voting stock of ANGI (the "Trigger Date") and no greater than 2.75 to 1.0 on or after the Trigger Date. The terms of the IAC Group Credit Facility also restrict IAC Group's ability to incur additional indebtedness. Borrowings under the IAC Group 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 Match Group and ANGI owned by IAC Group. Following the Separation, Match Group shares will no longer be pledged as collateral to secure the IAC Group Credit Facility. Long-term Debt Maturities Long-term debt maturities as of March 31, 2020 are summarized in the table below: (In thousands) Remainder of 2020 $ 10,313 2021 13,750 2022 27,500 2023 192,500 Total 244,063 Less: current portion of long-term debt 13,750 Less: unamortized debt issuance costs 1,670 Total long-term debt, net $ 228,643 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (12,226 ) $ — $ (12,226 ) Other comprehensive loss (5,651 ) (12 ) (5,663 ) Allocation of accumulated other comprehensive loss related to noncontrolling interests (37 ) — (37 ) Balance as of March 31 $ (17,914 ) $ (12 ) $ (17,926 ) Three Months Ended March 31, 2019 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (12,543 ) $ 2 $ (12,541 ) Other comprehensive income (loss) 1,625 (4 ) 1,621 Allocation of accumulated other comprehensive income related to noncontrolling interests 7 — 7 Balance as of March 31 $ (10,911 ) $ (2 ) $ (10,913 ) At both March 31, 2020 and 2019 , there was no tax benefit or provision on the accumulated other comprehensive loss. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 (In thousands) Revenue: ANGI Homeservices $ 343,650 $ 303,443 Vimeo 56,968 43,581 Dotdash 44,120 33,961 Applications 104,148 143,549 Ask Media Group 100,948 100,057 Emerging & Other 34,357 16,691 Inter-segment eliminations (67 ) (62 ) Total $ 684,124 $ 641,220 The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended March 31, 2020 2019 (In thousands) ANGI Homeservices Marketplace: Consumer connection revenue $ 239,830 $ 201,582 Service professional membership subscription revenue 14,115 16,517 Other revenue 4,831 2,401 Total Marketplace revenue 258,776 220,500 Advertising and other revenue 65,356 61,494 Total North America revenue 324,132 281,994 Consumer connection revenue 15,689 17,123 Service professional membership subscription revenue 3,299 3,742 Advertising and other revenue 530 584 Total Europe revenue 19,518 21,449 Total ANGI Homeservices revenue $ 343,650 $ 303,443 Vimeo Platform revenue $ 56,968 $ 41,302 Hardware revenue — 2,279 Total Vimeo revenue $ 56,968 $ 43,581 Dotdash Display advertising revenue $ 29,889 $ 26,008 Performance marketing revenue 14,231 7,953 Total Dotdash revenue $ 44,120 $ 33,961 Applications Desktop: Advertising revenue: Google advertising revenue $ 46,091 $ 88,050 Non-Google advertising revenue 3,223 3,348 Three Months Ended March 31, 2020 2019 (In thousands) Total advertising revenue 49,314 91,398 Subscription and other revenue 4,157 4,588 Total Desktop revenue 53,471 95,986 Mosaic Group: Subscription and other revenue 49,071 45,148 Advertising revenue 1,606 2,415 Total Mosaic Group revenue 50,677 47,563 Total Applications revenue $ 104,148 $ 143,549 Ask Media Group Advertising revenue Google advertising revenue: $ 80,707 $ 95,329 Non-Google advertising revenue 20,153 4,678 Total advertising revenue 100,860 100,007 Other revenue 88 50 Total Ask Media Group revenue $ 100,948 $ 100,057 Emerging & Other Subscription revenue $ 19,496 $ 569 Marketplace revenue 9,471 8,780 Advertising revenue: Non-Google advertising revenue 2,108 2,497 Google advertising revenue 1,261 944 Total advertising revenue 3,369 3,441 Media production and distribution revenue 1,386 3,489 Other revenue 635 412 Total Emerging & Other revenue $ 34,357 $ 16,691 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 March 31, 2020 2019 (In thousands) Revenue: United States $ 537,343 $ 485,682 All other countries 146,781 155,538 Total $ 684,124 $ 641,220 March 31, December 31, (In thousands) Long-lived assets (excluding goodwill, intangible assets and ROU assets): United States $ 262,784 $ 297,433 All other countries 8,693 7,981 Total $ 271,477 $ 305,414 The following tables present operating (loss) income and Adjusted EBTIDA by reportable segment: Three Months Ended March 31, 2020 2019 (In thousands) Operating (loss) income: ANGI Homeservices $ (16,296 ) $ (3,641 ) Vimeo (14,589 ) (17,784 ) Dotdash 2,411 3,047 Applications (218,588 ) 25,356 Ask Media Group 6,729 10,830 Emerging & Other (26,574 ) (13,350 ) Corporate (45,431 ) (38,641 ) Total $ (312,338 ) $ (34,183 ) Three Months Ended March 31, 2020 2019 (In thousands) Adjusted EBITDA (a) : ANGI Homeservices $ 34,397 $ 37,179 Vimeo $ (11,408 ) $ (16,200 ) Dotdash $ 7,011 $ 7,150 Applications $ 10,151 $ 29,688 Ask Media Group $ 6,831 $ 10,975 Emerging & Other $ (23,811 ) $ (13,070 ) Corporate $ (31,386 ) $ (20,220 ) _____________________ (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 the Company's performance and that of its competitors. The above items are excluded from the Company's 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 (loss) income for the Company's reportable segments and net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. to Adjusted EBITDA: Three Months Ended March 31, 2020 Operating (Loss) Income Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Goodwill Impairment Adjusted EBITDA (In thousands) ANGI Homeservices $ (16,296 ) $ 25,575 $ 12,138 $ 12,980 $ — $ — $ 34,397 Vimeo (14,589 ) $ — $ 58 $ 3,123 $ — $ — $ (11,408 ) Dotdash 2,411 $ — $ 210 $ 4,390 $ — $ — $ 7,011 Applications (218,588 ) $ — $ 237 $ 22,811 $ (6,282 ) $ 211,973 $ 10,151 Ask Media Group 6,729 $ — $ 102 $ — $ — $ — $ 6,831 Emerging & Other (26,574 ) $ 25 $ 283 $ 2,455 $ — $ — $ (23,811 ) Corporate (45,431 ) $ 11,581 $ 2,464 $ — $ — $ — $ (31,386 ) Total (312,338 ) Interest expense (2,217 ) Other expense, net (57,448 ) Loss before income taxes (372,003 ) Income tax benefit 41,432 Net loss (330,571 ) Net loss attributable to noncontrolling interests 2,372 Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (328,199 ) Three Months Ended March 31, 2019 Operating (Loss) Income Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) ANGI Homeservices $ (3,641 ) $ 19,282 $ 6,999 $ 14,539 $ — $ 37,179 Vimeo (17,784 ) $ — $ 193 $ 1,391 $ — $ (16,200 ) Dotdash 3,047 $ — $ 226 $ 3,877 $ — $ 7,150 Applications 25,356 $ — $ 419 $ 2,384 $ 1,529 $ 29,688 Ask Media Group 10,830 $ — $ 145 $ — $ — $ 10,975 Emerging & Other (13,350 ) $ — $ 130 $ 150 $ — $ (13,070 ) Corporate (38,641 ) $ 15,393 $ 3,028 $ — $ — $ (20,220 ) Total (34,183 ) Interest expense (3,267 ) Other expense, net (5,417 ) Loss before income taxes (42,867 ) Income tax benefit 29,194 Net loss (13,673 ) Net earnings attributable to noncontrolling interests (574 ) Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (14,247 ) |
COMBINED FINANCIAL STATEMENT DE
COMBINED FINANCIAL STATEMENT DETAILS | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COMBINED FINANCIAL STATEMENT DETAILS | COMBINED FINANCIAL STATEMENT DETAILS Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheet to the total amounts shown in the combined statement of cash flows: March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,029,071 $ 839,796 $ 829,608 $ 884,975 Restricted cash included in other current assets 743 527 1,443 1,441 Restricted cash included in other non-current assets 398 409 417 420 Total cash and cash equivalents and restricted cash as shown on the combined statement of cash flows $ 2,030,212 $ 840,732 $ 831,468 $ 886,836 Restricted cash at March 31, 2020 and December 31, 2019 primarily consists of a deposit related to corporate credit cards. Restricted cash at March 31, 2019 and December 31, 2018 primarily consists of a cash collateralized letter of credit and a deposit related to corporate credit cards. Accumulated Amortization and Depreciation The following table provides the accumulated amortization and depreciation within the combined balance sheet: Asset Category March 31, 2020 December 31, 2019 (In thousands) Right-of-use assets included in other non-current assets $ 43,925 $ 35,775 Property, capitalized software and equipment $ 189,401 $ 201,798 Intangible assets $ 223,801 $ 201,454 Other expense, net Three Months Ended March 31, 2020 2019 (In thousands) Other expense, net $ 57,448 $ 5,417 Other expense, net in 2020 includes: $51.5 million in impairments (downward adjustments) related to investments in equity securities without readily determinable fair values and $7.5 million in impairments of a note receivable and a warrant related to certain investees due to the impact of COVID-19; and $4.4 million of interest income. Other expense, net in 2019 includes: $8.1 million in a realized loss related to the sale of a business; and $4.3 million of interest income. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
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 the Company believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, 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 2—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 trial 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 November 22, 2019, the defendants filed a motion for reargument or, in the alternative, leave to appeal the Appellate Division's order to the New York Court of Appeals; the plaintiffs opposed the motion. On May 21, 2020, the Appellate Division issued an order (i) granting the defendants’ motion for reargument, vacating its prior decision, and replacing it with a new decision that affirmed the lower court’s decision on different grounds, and (ii) denying the defendants’ motion for leave to appeal the initial (and now vacated) decision to the Court of Appeals, without prejudice to the defendants’ filing a motion for leave to appeal the new decision to the Court of Appeals. 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 opposed the motion, which remains pending. Document discovery in the case is substantially complete; deposition discovery has begun but is currently in hiatus in light of the COVID-19 pandemic. On January 30, 2020, the parties participated in a mediation that did not result in resolution of the matter. IAC and Match Group believe that the allegations against them in this lawsuit are without merit and will continue to defend vigorously against it. Pursuant to the Transaction Agreement, Match Group has agreed to indemnify the Company for matters relating to any business of Match Group, including indemnifying the Company for costs related to the matter described above. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Relationship with IAC prior to the Separation New IAC’s combined statement of operations includes allocations of costs, including stock-based compensation expense, related to IAC’s accounting, treasury, legal, tax, corporate support and internal audit functions. To the extent applicable, IAC has historically allocated costs related to its accounting, treasury, legal, tax, corporate support and internal audit functions that are incurred at the IAC/InterActiveCorp legal entity level to its publicly traded subsidiaries, Match Group and ANGI Homeservices, based upon time spent or other cost drivers, such as revenue, number of legal entities or transaction volume, in their standalone financial statements. For periods subsequent to the Match Group IPO in November 2015 and the Combination in September 2017, IAC billed Match Group and ANGI Homeservices for any services provided under the applicable services agreements. The remaining unallocated expenses of IAC/InterActiveCorp related to its accounting, treasury, legal, tax, corporate support and internal audit functions were allocated to New IAC based upon time spent or other cost drivers, such as revenue, number of legal entities or transaction volume. Allocated costs, inclusive of stock-based compensation expense, were $24.0 million , and $35.5 million , for the three months ended March 31, 2020 and 2019 , respectively. It is not practicable to determine the actual expenses that would have been incurred for these services had New IAC operated as a standalone entity during the periods presented. Management considers the allocation method to be reasonable. The portion of interest income reflected in the combined statement of operations that is related party in nature, was less than $0.1 million for the three months ended March 31, 2020 and is included in ‘‘Interest income, net’’ in the table below. The following table summarizes the components of the net (increase) decrease in IAC’s investment in IAC Holdings, Inc. for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 (In thousands) Cash transfers (from) to IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by IAC on behalf of IAC Holdings, Inc., net $ (1,786,559 ) $ 48,709 Transfer of buildings to Match Group 34,973 — Taxes 25,048 (7,367 ) Allocation of costs from IAC (12,652 ) (20,129 ) Interest income, net 72 — Net (increase) decrease in IAC's investment in IAC Holdings, Inc. $ (1,739,118 ) $ 21,213 Notes Receivable—Related Party During 2019, New IAC, through two domestic subsidiaries, entered into loan agreements with IAC for cash transfers to IAC under its centrally managed U.S. treasury function. During the first quarter of 2020, the outstanding balance, which was $55.3 million at December 31, 2019, was repaid. On February 11, 2020, New IAC, through a domestic subsidiary, entered into a loan agreement with IAC for cash transfers to IAC under its centrally managed U.S. treasury function. The outstanding receivable at March 31, 2020 is $27.2 million and bears interest at a rate per annum equal to the Monthly Short-Term Applicable Federal Rate and is due on demand. The interest rate at March 31, 2020 was 1.49% . Long-term Debt—Related Party On December 14, 2018, New IAC, through a domestic subsidiary, entered into a loan agreement with IAC for an amount not to exceed $15.0 million for general working capital purposes in the ordinary course of business. During the first quarter of 2019, the outstanding balance, which was $2.5 million at December 31, 2018, was repaid. Guarantee of IAC Senior Notes On December 21, 2012, IAC issued $500.0 million aggregate principal amount of 4.75% Senior Notes due December 15, 2022 (‘‘4.75% Senior Notes’’). On August 23, 2019, IAC redeemed the 4.75% Senior Notes and repaid the outstanding balance of $34.5 million . The 4.75% Senior Notes were unconditionally guaranteed by certain of New IAC’s domestic subsidiaries. New IAC did not pay any amount (or record any liability) as a result of our guarantee of IAC’s Senior Notes. Relationship with IAC/New Match following the Separation If the Separation is consummated, New IAC shall enter into certain agreements with IAC/New Match to govern the relationship between New IAC and IAC following the Separation. These agreements will include: a tax sharing agreement; a services agreement; and an employee matters agreement. New IAC and ANGI IAC and ANGI, in connection with the Combination, entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement. If the Separation is consummated, IAC shall assign these agreements to New IAC. For the three months ended March 31, 2020 and 2019 , 0.2 million and 0.3 million shares, respectively, of ANGI Class B common stock were issued to IAC pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by ANGI employees. For the three months ended March 31, 2020 and 2019 , ANGI was charged $1.2 million and $1.4 million , respectively, by IAC for services rendered pursuant to the services agreement. There were no outstanding receivables or payables pursuant to the services agreement as of March 31, 2020 or December 31, 2019 . New IAC and Match Group For the three months ended March 31, 2020 and 2019 , Match Group incurred rent expense of $0.8 million and $1.4 million , respectively, for the leasing of office space for certain of its businesses at properties owned by New IAC. The respective amounts were paid in full by Match Group at March 31, 2020 and December 31, 2019 , respectively. On January 31, 2020, IAC contributed two office buildings in Los Angeles to Match Group, which are primarily occupied and were previously leased from New IAC by Tinder. In connection with the contribution, New IAC entered into a lease with Match Group for office space which New IAC currently occupies in one of the buildings and for the three months ended March 31, 2020 , New IAC paid Match Group less than $0.1 million under the lease. Match Group issued 1.4 million shares of Match Group common stock for the buildings. New IAC and Expedia Each of New IAC and Expedia has a 50% ownership interest in two aircraft that may be used by both companies. New IAC and Expedia purchased an aircraft during the second quarter of 2017 to replace a previously owned aircraft, which was subsequently sold on February 13, 2018. New IAC paid $17.4 million ( 50% of the total purchase price and refurbish costs) for its interest in the new aircraft. In addition, in 2019, New IAC and Expedia entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of $72.3 million (including purchase price and related costs), with each company to bear 50% of such expected cost. New IAC paid approximately $23 million in 2019 in connection with our joint entry into the purchase agreement, and the respective share of the balance is due upon delivery of the new aircraft, which is expected to occur in the second quarter of 2021. Members of the aircraft flight crews are employed by an entity in which each of New IAC and Expedia has a 50% ownership interest. New IAC and Expedia have agreed to share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. IAC and Expedia are related parties since they are under common control, given that Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia and subsequent to the Separation will serve as Chairman and Senior Executive of New IAC. For the three months ended March 31, 2020 and 2019 , total payments made to this entity by New IAC were not material. |
IAC HOLDINGS, INC. LEGAL ENTITY
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS | IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS In connection with the Separation, IAC Holdings, Inc. was incorporated as a Delaware corporation in November 2019 and as of December 31, 2019 did not hold any material assets or liabilities. In contemplation of the Separation: (1) effective January 1, 2020, all employees of the IAC/InterActiveCorp legal entity became employees of the IAC Holdings, Inc. legal entity and (2) during the first quarter of 2020, IAC contributed $1.1 billion in cash to IAC Holdings, Inc. in connection with the transfer of the centrally-managed U.S. treasury function from January 1, 2020 to IAC Holdings, Inc. The assets and liabilities of IAC Holdings. Inc. as of March 31, 2020 and the results of operations for the three months then ended are included within the New IAC combined financial statements. The following tables present IAC Holdings, Inc. legal entity financial statements at March 31, 2020 and for the three months ended March 31, 2020 : IAC HOLDINGS, INC. BALANCE SHEET (UNAUDITED) March 31, 2020 (In thousands, except par value and share data) ASSETS Cash and cash equivalents $ 1,171,264 Marketable securities 49,912 Prepaid expenses 23 Other current assets 100 Total current assets 1,221,299 Other non-current assets 111 TOTAL ASSETS $ 1,221,410 LIABILITIES AND SHAREHOLDER EQUITY LIABILITIES: Accrued expenses $ 16,604 Total current liabilities 16,604 Other long-term liabilities 111 SHAREHOLDER EQUITY: Common stock, par value $0.01; authorized, issued and outstanding 1,000 shares — Additional paid-in capital 1,222,344 Accumulated deficit (17,637 ) Accumulated other comprehensive loss (12 ) Total shareholder equity 1,204,695 TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 1,221,410 IAC HOLDINGS, INC. STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ending March 31, 2020 (in thousands) Revenue $ — Operating costs and expenses: General and administrative expense 19,224 Total operating costs and expenses 19,224 Operating loss (19,224 ) Other income 1,587 Loss before income taxes (17,637 ) Income tax benefit — Net loss $ (17,637 ) IAC HOLDINGS, INC. STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, 2020 (In thousands) Net loss $ (17,637 ) Other comprehensive loss: Change in unrealized losses on available-for-sale marketable debt securities (12 ) Total other comprehensive loss (12 ) Comprehensive loss $ (17,649 ) IAC HOLDINGS, INC. STATEMENT OF SHAREHOLDER EQUITY (UNAUDITED) Three Months Ending March 31, 2020 Common Stock, $.01 Par Value Additional Paid-in Capital Accumulated Accumulated Other Comprehensive Loss Total Shareholder Equity $ Shares (in thousands, except par value and share data) Balance as of December 31, 2019 $ — 1,000 $ — $ — $ — $ — Net loss — — — (17,637 ) — (17,637 ) Other comprehensive loss — — — — (12 ) (12 ) Stock-based compensation expense — — 5,949 — — 5,949 IAC's contribution of assets and liabilities in connection with the transfer of employees and the centrally-managed U.S. treasury function to IAC Holdings, Inc. — — 1,216,395 — — 1,216,395 Balance as of March 31, 2020 $ — 1,000 $ 1,222,344 $ (17,637 ) $ (12 ) $ 1,204,695 IAC HOLDINGS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2020 (In thousands) Cash flows from operating activities: Net loss $ (17,637 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense 5,949 Accretion of marketable securities (66 ) Changes in assets and liabilities: Other assets 104 Accounts payable and other liabilities (10,640 ) Net cash used in operating activities (22,290 ) Cash flows from financing activities: IAC's contribution of assets and liabilities in connection with the transfer of the centrally-managed U.S. treasury function to IAC Holdings, Inc. 1,193,554 Net cash provided by financing activities 1,193,554 Net increase in cash and cash equivalents 1,171,264 Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ 1,171,264 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On May 6, 2020, IAC filed a registration statement on Form S-3 for an offering to sell from time to time up to $1.5 billion worth of shares of IAC Class M common stock (or New Match common stock). The net proceeds New Match receives pursuant to such sales, if any, will be transferred to New IAC following the closing of the offering (which closing would occur contemporaneously with the consummation of the Separation) and the number of shares of New Match to be received by IAC stockholders will be reduced to reflect the number of New Match shares sold in this offering. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Combination In connection with the Separation, IAC Holdings, Inc. was incorporated as a Delaware corporation in November 2019. IAC Holdings, Inc. does not engage in any business or other activities other than in connection with the Separation. In contemplation of the Separation: (1) effective January 1, 2020, all employees of the IAC/InterActiveCorp legal entity became employees of the IAC Holdings, Inc. legal entity and (2) during the first quarter of 2020, IAC contributed $1.1 billion in cash to IAC Holdings, Inc. in connection with the transfer of the centrally-managed U.S. treasury function from January 1, 2020 to IAC Holdings, Inc. The legal entity financial statements of IAC Holdings, Inc. are included in " Note 12 - IAC Holdings, Inc. Legal Entity Financial Statements ". The historical combined financial statements of IAC Holdings, Inc. and the businesses comprising New IAC have been derived from the consolidated financial statements and accounting records of IAC. The combined financial statements reflect the historical financial position, results of operations and cash flows of IAC Holdings, Inc. and the businesses comprising New IAC since their respective dates of acquisition by IAC and the allocation to New IAC of certain IAC corporate expenses relating to New IAC based on the historical financial statements and accounting records of IAC. For the purpose of these financial statements, income taxes have been computed as if the entities comprising New IAC filed tax returns on a standalone, separate basis. The financial statements have been prepared on a combined, rather than consolidated, basis as the final steps of the legal reorganization, which will result in the contribution of all the entities that will comprise New IAC as of the date of the Separation, are not yet complete. As used herein, ‘‘New IAC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’ and similar terms in these historical combined financial statements refer to IAC Holdings, Inc. and the businesses comprising New IAC (unless the context requires otherwise). The Company prepares its combined financial statements in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’). All intercompany transactions and balances between and among the Company and the entities comprising the Company have been eliminated. All intercompany transactions between (i) New IAC and (ii) IAC and its subsidiaries are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as ‘‘Invested capital.’’ In management’s opinion, the assumptions underlying the historical combined financial statements of the Company, including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect the expenses that we may have incurred as an independent, stand-alone company for the periods presented. The accompanying unaudited combined financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited combined financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim combined financial statements should be read in conjunction with the annual audited combined financial statements of the Company and notes thereto for the year ended December 31, 2019 . |
Nature of Operations | Nature of Operations The Company operates Vimeo, Dotdash and Care.com, among many other online businesses, and has majority ownership of ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its combined 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 carrying value of right-of-use assets ("ROU assets"); the useful lives and recoverability of definite-lived intangible assets and property, capitalized software 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. |
Accounting for Investments and Equity Securities | Accounting for Investments in Equity Securities Investments in equity securities, other than those of the Company's combined subsidiaries and those accounted for under the equity method, if applicable, are accounted for at fair value or under the measurement alternative of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , 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 the Company considers 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 its investments in equity securities, which require judgment and the use of estimates. When the Company's 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. See " Note 5 - Financial Instruments and Fair Value Measurements " for additional information on the impairments of certain equity securities without readily determinable fair values recorded in the quarter ended March 31, 2020 . In the event the Company has 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 combined balance sheet. At March 31, 2020 and December 31, 2019 , the Company did not have any investments accounted for using the equity method. |
General Revenue Recognition | General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to the Company's 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 ." Prior to January 1, 2020, ANGI's Handy business recorded revenue on a net basis. Effective January 1, 2020, the Company modified the Handy terms and conditions so that Handy, rather than the service professional, has the contractual relationship with the consumer to deliver the service and Handy, rather than the consumer, has the contractual relationship with the service professional. Consumers request services and pay for such services directly through the Handy platform and then Handy fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. This change in contractual terms requires gross revenue accounting treatment effective January 1, 2020. Also, in the case of certain tasks, HomeAdvisor provides a pre-priced product offering, pursuant to which consumers can request services through a HomeAdvisor platform and pay HomeAdvisor for the services directly. HomeAdvisor then fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. Revenue from HomeAdvisor’s pre-priced product offering is also recorded on a gross basis effective January 1, 2020. In addition to changing the presentation of revenue to gross from net, the timing of revenue recognition will change for pre-priced jobs and will be later than the timing of existing consumer connection revenue for HomeAdvisor because the Company will not be able to record revenue, generally, until the service professional completes the job on the Company's behalf. The change to gross revenue reporting for Handy and HomeAdvisor’s pre-priced product offering, effective January 1, 2020, resulted in an increase in revenue of $15.2 million during the three months ended March 31, 2020 . 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 the Company's performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2019 are $178.6 million and $1.3 million , respectively. During the three months ended March 31, 2020 , the Company recognized $90.9 million of revenue that was included in the deferred revenue balance as of December 31, 2019 . During the three months ended March 31, 2019 , the Company recognized $76.0 million of revenue that was included in the deferred revenue balance as of December 31, 2018. The current and non-current deferred revenue balances at March 31, 2020 are $215.7 million and $1.3 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying combined 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 the Company has 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 New Accounting Pronouncements | Adoption of New Accounting Pronouncements Adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company adopted ASU No. 2016-13 effective January 1, 2020. The standard significantly changes how entities measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 replaces the “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. The Company adopted ASU No. 2016-13 using the modified retrospective approach and there was no cumulative effect arising from the adoption. The adoption of ASU No. 2016-13 did not have a material impact on the Company's combined financial statements. Adoption of ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The Company adopted ASU No. 2019-12 effective January 1, 2020, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted ASU No. 2019-12 on January 1, 2020 using the modified retrospective basis for those amendments that are not applied on a prospective basis. The adoption of ASU No. 2019-12 did not have a material impact on the Company's combined financial statements. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts for three months ended March 31, 2020 : Three Months Ended March 31, 2020 (In thousands) Balance at January 1 $ 20,257 Current period provision of bad debt 19,193 Write-offs charged against the allowance (16,528 ) Recoveries collected 736 Balance at March 31 $ 23,658 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Care.com (In thousands) Cash and cash equivalents $ 57,873 Short-term investments 20,000 Accounts receivable 20,292 Other current assets 5,678 Property and equipment 2,894 Goodwill 416,869 Intangible assets 145,300 Other non-current assets 26,852 Total assets 695,758 Deferred revenue (13,422 ) Other current liabilities (36,400 ) Deferred income taxes (33,960 ) Other non-current liabilities (25,001 ) Net assets acquired $ 586,975 |
Schedule of Preliminary Estimated Fair Value of Intangible Assets Acquired | The preliminary estimated fair values of the identifiable intangible assets acquired at the date of acquisition are as follows: Care.com (In thousands) Useful Life Indefinite-lived trade name and trademarks $ 59,400 Indefinite Developed technology 49,700 5 Customer relationships 35,400 2 - 7 Provider relationships 800 4 Total identifiable intangible assets acquired $ 145,300 |
Schedule of Pro Forma Financial Information | Three Months Ended March 31, 2020 2019 (In thousands) Revenue $ 718,763 $ 686,904 Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (320,955 ) $ (24,705 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net are as follows: March 31, December 31, 2020 2019 (In thousands) Goodwill $ 1,816,723 $ 1,616,867 Intangible assets with indefinite lives 259,254 225,296 Intangible assets with definite lives, net of accumulated amortization 192,842 124,854 Total goodwill and intangible assets, net $ 2,268,819 $ 1,967,017 |
Schedule of Goodwill by Reportable Segment | The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2019 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 895,071 $ 18,326 (29,293 ) $ — $ 192 $ 884,296 Vimeo 77,152 142,222 — — — 219,374 Applications: Desktop 265,146 — — — — 265,146 Mosaic Group 239,746 — — — (144 ) 239,602 Total Applications 504,892 — — — (144 ) 504,748 Emerging & Other 7,002 4,765 — (3,318 ) — 8,449 Total $ 1,484,117 $ 165,313 $ (29,293 ) $ (3,318 ) $ 48 $ 1,616,867 The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the three months ended March 31, 2020 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 884,296 $ — $ — $ — $ (4,868 ) $ 879,428 Vimeo 219,374 — (38 ) — — 219,336 Applications: Desktop 265,146 — — (211,973 ) — 53,173 Mosaic Group 239,602 — — — (134 ) 239,468 Total Applications 504,748 — — (211,973 ) (134 ) 292,641 Emerging & Other 8,449 416,869 — — — 425,318 Total $ 1,616,867 $ 416,869 $ (38 ) $ (211,973 ) $ (5,002 ) $ 1,816,723 |
Schedule of Intangible Assets with Definite Lives | At March 31, 2020 and December 31, 2019 , intangible assets with definite lives are as follows: March 31, 2020 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 193,005 $ (81,350 ) $ 111,655 4.7 Service professional relationships 99,850 (83,560 ) 16,290 3.0 Customer lists and user base 79,510 (26,548 ) 52,962 4.0 Trade names 17,279 (10,955 ) 6,324 2.8 Memberships 15,900 (13,264 ) 2,636 3.0 Other 11,099 (8,124 ) 2,975 3.4 Total $ 416,643 $ (223,801 ) $ 192,842 4.0 December 31, 2019 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 143,255 $ (73,483 ) $ 69,772 4.5 Service professional relationships 99,651 (76,445 ) 23,206 2.9 Customer lists and user base 44,286 (24,226 ) 20,060 3.3 Trade names 12,777 (8,082 ) 4,695 3.5 Memberships 15,900 (11,940 ) 3,960 3.0 Other 10,439 (7,278 ) 3,161 3.4 Total $ 326,308 $ (201,454 ) $ 124,854 3.7 |
Schedule of Expected Amortization of Intangible Assets | At March 31, 2020 , amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2020 $ 59,436 2021 44,154 2022 39,141 2023 29,555 2024 15,391 Thereafter 5,165 Total $ 192,842 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Marketable Securities | At March 31, 2020 , the fair value of marketable securities are as follows: March 31, 2020 (In thousands) Available-for-sale marketable debt securities $ 49,912 Total marketable securities $ 49,912 |
Schedule of Current Available-for-sale Marketable Securities | At March 31, 2020 , current available-for-sale marketable debt securities are as follows: Amortized Gross Gross Fair Value (In thousands) Treasury discount notes $ 49,924 $ — $ (12 ) $ 49,912 Total available-for-sale marketable debt securities $ 49,924 $ — $ (12 ) $ 49,912 |
Schedule of Realized and Unrealized Gains and Losses | The following table presents a summary of unrealized gains and losses recorded in "Other expense, net," as adjustments to the carrying value of equity securities without readily determinable fair values held as of March 31, 2020 and 2019 . Three Months Ended March 31, 2020 2019 (In thousands) Upward adjustments (gross unrealized gains) $ — $ — Downward adjustments including impairment (gross unrealized losses) (51,484 ) (150 ) Total $ (51,484 ) $ (150 ) Realized and unrealized gains and losses for the Company's marketable equity securities and investments without readily determinable fair values for the three months ended March 31, 2020 and 2019 are as follows: Three Months Ended March 31, 2020 2019 (In thousands) Realized gains (losses), net, for equity securities sold $ 12 $ (118 ) Unrealized losses, net, on equity securities held (51,484 ) (122 ) Total losses, net recognized in other expense, net $ (51,472 ) $ (240 ) |
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: March 31, 2020 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 1,597,511 $ — $ — $ 1,597,511 Treasury discount notes — 99,882 — 99,882 Time deposits — 42,809 — 42,809 Short-term investments — 20,000 — 20,000 Marketable securities: Treasury discount notes — 49,912 — 49,912 Other non-current assets: Warrant — — 6,489 6,489 Total $ 1,597,511 $ 212,603 $ 6,489 $ 1,816,603 Liabilities: Contingent consideration arrangement $ — $ — $ (636 ) $ (636 ) December 31, 2019 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 699,589 $ — $ — $ 699,589 Time deposits — 23,075 — 23,075 Other non-current assets: Warrant — — 8,495 8,495 Total $ 699,589 $ 23,075 $ 8,495 $ 731,159 Liabilities: Contingent consideration arrangement $ — $ — $ (6,918 ) $ (6,918 ) |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following table presents 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 March 31, 2020 2019 Warrant Contingent Contingent (In thousands) Balance at January 1 $ 8,495 $ (6,918 ) $ (26,657 ) Total net (losses) gains: Included in earnings: Fair value adjustments (2,006 ) 6,282 (1,529 ) Fair value at date of acquisition — (1,000 ) — Settlements — 1,000 — Balance at March 31 $ 6,489 $ (636 ) $ (28,186 ) |
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: March 31, 2020 December 31, 2019 Carrying Fair Carrying Fair (In thousands) Notes receivable—related party, current $ 27,172 $ 27,172 $ 55,251 $ 55,251 Current portion of long-term debt $ (13,750 ) $ (13,750 ) $ (13,750 ) $ (13,681 ) Long-term debt, net (a) $ (228,643 ) $ (230,313 ) $ (231,946 ) $ (232,581 ) _____________________ (a) At March 31, 2020 and December 31, 2019 , the carrying value of long-term debt, net includes unamortized debt issuance costs of $1.7 million and $1.8 million , respectively . |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: March 31, 2020 December 31, 2019 (In thousands) ANGI Term Loan due November 5, 2023 $ 244,063 $ 247,500 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,670 1,804 Total long-term debt, net $ 228,643 $ 231,946 |
Schedule of Maturities of Long-term Debt | Long-term debt maturities as of March 31, 2020 are summarized in the table below: (In thousands) Remainder of 2020 $ 10,313 2021 13,750 2022 27,500 2023 192,500 Total 244,063 Less: current portion of long-term debt 13,750 Less: unamortized debt issuance costs 1,670 Total long-term debt, net $ 228,643 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (12,226 ) $ — $ (12,226 ) Other comprehensive loss (5,651 ) (12 ) (5,663 ) Allocation of accumulated other comprehensive loss related to noncontrolling interests (37 ) — (37 ) Balance as of March 31 $ (17,914 ) $ (12 ) $ (17,926 ) Three Months Ended March 31, 2019 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance as of January 1 $ (12,543 ) $ 2 $ (12,541 ) Other comprehensive income (loss) 1,625 (4 ) 1,621 Allocation of accumulated other comprehensive income related to noncontrolling interests 7 — 7 Balance as of March 31 $ (10,911 ) $ (2 ) $ (10,913 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present operating (loss) income and Adjusted EBTIDA by reportable segment: Three Months Ended March 31, 2020 2019 (In thousands) Operating (loss) income: ANGI Homeservices $ (16,296 ) $ (3,641 ) Vimeo (14,589 ) (17,784 ) Dotdash 2,411 3,047 Applications (218,588 ) 25,356 Ask Media Group 6,729 10,830 Emerging & Other (26,574 ) (13,350 ) Corporate (45,431 ) (38,641 ) Total $ (312,338 ) $ (34,183 ) Three Months Ended March 31, 2020 2019 (In thousands) Adjusted EBITDA (a) : ANGI Homeservices $ 34,397 $ 37,179 Vimeo $ (11,408 ) $ (16,200 ) Dotdash $ 7,011 $ 7,150 Applications $ 10,151 $ 29,688 Ask Media Group $ 6,831 $ 10,975 Emerging & Other $ (23,811 ) $ (13,070 ) Corporate $ (31,386 ) $ (20,220 ) _____________________ (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 the Company's performance and that of its competitors. The above items are excluded from the Company's 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 March 31, 2020 2019 (In thousands) Revenue: ANGI Homeservices $ 343,650 $ 303,443 Vimeo 56,968 43,581 Dotdash 44,120 33,961 Applications 104,148 143,549 Ask Media Group 100,948 100,057 Emerging & Other 34,357 16,691 Inter-segment eliminations (67 ) (62 ) Total $ 684,124 $ 641,220 |
Schedule of Disaggregation of Segment Revenue | The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended March 31, 2020 2019 (In thousands) ANGI Homeservices Marketplace: Consumer connection revenue $ 239,830 $ 201,582 Service professional membership subscription revenue 14,115 16,517 Other revenue 4,831 2,401 Total Marketplace revenue 258,776 220,500 Advertising and other revenue 65,356 61,494 Total North America revenue 324,132 281,994 Consumer connection revenue 15,689 17,123 Service professional membership subscription revenue 3,299 3,742 Advertising and other revenue 530 584 Total Europe revenue 19,518 21,449 Total ANGI Homeservices revenue $ 343,650 $ 303,443 Vimeo Platform revenue $ 56,968 $ 41,302 Hardware revenue — 2,279 Total Vimeo revenue $ 56,968 $ 43,581 Dotdash Display advertising revenue $ 29,889 $ 26,008 Performance marketing revenue 14,231 7,953 Total Dotdash revenue $ 44,120 $ 33,961 Applications Desktop: Advertising revenue: Google advertising revenue $ 46,091 $ 88,050 Non-Google advertising revenue 3,223 3,348 Three Months Ended March 31, 2020 2019 (In thousands) Total advertising revenue 49,314 91,398 Subscription and other revenue 4,157 4,588 Total Desktop revenue 53,471 95,986 Mosaic Group: Subscription and other revenue 49,071 45,148 Advertising revenue 1,606 2,415 Total Mosaic Group revenue 50,677 47,563 Total Applications revenue $ 104,148 $ 143,549 Ask Media Group Advertising revenue Google advertising revenue: $ 80,707 $ 95,329 Non-Google advertising revenue 20,153 4,678 Total advertising revenue 100,860 100,007 Other revenue 88 50 Total Ask Media Group revenue $ 100,948 $ 100,057 Emerging & Other Subscription revenue $ 19,496 $ 569 Marketplace revenue 9,471 8,780 Advertising revenue: Non-Google advertising revenue 2,108 2,497 Google advertising revenue 1,261 944 Total advertising revenue 3,369 3,441 Media production and distribution revenue 1,386 3,489 Other revenue 635 412 Total Emerging & Other revenue $ 34,357 $ 16,691 |
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 March 31, 2020 2019 (In thousands) Revenue: United States $ 537,343 $ 485,682 All other countries 146,781 155,538 Total $ 684,124 $ 641,220 March 31, December 31, (In thousands) Long-lived assets (excluding goodwill, intangible assets and ROU assets): United States $ 262,784 $ 297,433 All other countries 8,693 7,981 Total $ 271,477 $ 305,414 |
Schedule of Reconciliation of Operating Income to Adjusted EBITDA | The following tables reconcile operating (loss) income for the Company's reportable segments and net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. to Adjusted EBITDA: Three Months Ended March 31, 2020 Operating (Loss) Income Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Goodwill Impairment Adjusted EBITDA (In thousands) ANGI Homeservices $ (16,296 ) $ 25,575 $ 12,138 $ 12,980 $ — $ — $ 34,397 Vimeo (14,589 ) $ — $ 58 $ 3,123 $ — $ — $ (11,408 ) Dotdash 2,411 $ — $ 210 $ 4,390 $ — $ — $ 7,011 Applications (218,588 ) $ — $ 237 $ 22,811 $ (6,282 ) $ 211,973 $ 10,151 Ask Media Group 6,729 $ — $ 102 $ — $ — $ — $ 6,831 Emerging & Other (26,574 ) $ 25 $ 283 $ 2,455 $ — $ — $ (23,811 ) Corporate (45,431 ) $ 11,581 $ 2,464 $ — $ — $ — $ (31,386 ) Total (312,338 ) Interest expense (2,217 ) Other expense, net (57,448 ) Loss before income taxes (372,003 ) Income tax benefit 41,432 Net loss (330,571 ) Net loss attributable to noncontrolling interests 2,372 Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (328,199 ) Three Months Ended March 31, 2019 Operating (Loss) Income Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (In thousands) ANGI Homeservices $ (3,641 ) $ 19,282 $ 6,999 $ 14,539 $ — $ 37,179 Vimeo (17,784 ) $ — $ 193 $ 1,391 $ — $ (16,200 ) Dotdash 3,047 $ — $ 226 $ 3,877 $ — $ 7,150 Applications 25,356 $ — $ 419 $ 2,384 $ 1,529 $ 29,688 Ask Media Group 10,830 $ — $ 145 $ — $ — $ 10,975 Emerging & Other (13,350 ) $ — $ 130 $ 150 $ — $ (13,070 ) Corporate (38,641 ) $ 15,393 $ 3,028 $ — $ — $ (20,220 ) Total (34,183 ) Interest expense (3,267 ) Other expense, net (5,417 ) Loss before income taxes (42,867 ) Income tax benefit 29,194 Net loss (13,673 ) Net earnings attributable to noncontrolling interests (574 ) Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. $ (14,247 ) |
COMBINED FINANCIAL STATEMENT _2
COMBINED FINANCIAL STATEMENT DETAILS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheet to the total amounts shown in the combined statement of cash flows: March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,029,071 $ 839,796 $ 829,608 $ 884,975 Restricted cash included in other current assets 743 527 1,443 1,441 Restricted cash included in other non-current assets 398 409 417 420 Total cash and cash equivalents and restricted cash as shown on the combined statement of cash flows $ 2,030,212 $ 840,732 $ 831,468 $ 886,836 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheet to the total amounts shown in the combined statement of cash flows: March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,029,071 $ 839,796 $ 829,608 $ 884,975 Restricted cash included in other current assets 743 527 1,443 1,441 Restricted cash included in other non-current assets 398 409 417 420 Total cash and cash equivalents and restricted cash as shown on the combined statement of cash flows $ 2,030,212 $ 840,732 $ 831,468 $ 886,836 |
Schedule of Accumulated Amortization and Depreciation | The following table provides the accumulated amortization and depreciation within the combined balance sheet: Asset Category March 31, 2020 December 31, 2019 (In thousands) Right-of-use assets included in other non-current assets $ 43,925 $ 35,775 Property, capitalized software and equipment $ 189,401 $ 201,798 Intangible assets $ 223,801 $ 201,454 |
Schedule of Other (Expense) Income, Net | Other expense, net Three Months Ended March 31, 2020 2019 (In thousands) Other expense, net $ 57,448 $ 5,417 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the components of the net (increase) decrease in IAC’s investment in IAC Holdings, Inc. for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, 2020 2019 (In thousands) Cash transfers (from) to IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by IAC on behalf of IAC Holdings, Inc., net $ (1,786,559 ) $ 48,709 Transfer of buildings to Match Group 34,973 — Taxes 25,048 (7,367 ) Allocation of costs from IAC (12,652 ) (20,129 ) Interest income, net 72 — Net (increase) decrease in IAC's investment in IAC Holdings, Inc. $ (1,739,118 ) $ 21,213 |
IAC HOLDINGS, INC. LEGAL ENTI_2
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Reports of Newly Formed Entity | The following tables present IAC Holdings, Inc. legal entity financial statements at March 31, 2020 and for the three months ended March 31, 2020 : IAC HOLDINGS, INC. BALANCE SHEET (UNAUDITED) March 31, 2020 (In thousands, except par value and share data) ASSETS Cash and cash equivalents $ 1,171,264 Marketable securities 49,912 Prepaid expenses 23 Other current assets 100 Total current assets 1,221,299 Other non-current assets 111 TOTAL ASSETS $ 1,221,410 LIABILITIES AND SHAREHOLDER EQUITY LIABILITIES: Accrued expenses $ 16,604 Total current liabilities 16,604 Other long-term liabilities 111 SHAREHOLDER EQUITY: Common stock, par value $0.01; authorized, issued and outstanding 1,000 shares — Additional paid-in capital 1,222,344 Accumulated deficit (17,637 ) Accumulated other comprehensive loss (12 ) Total shareholder equity 1,204,695 TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ 1,221,410 IAC HOLDINGS, INC. STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ending March 31, 2020 (in thousands) Revenue $ — Operating costs and expenses: General and administrative expense 19,224 Total operating costs and expenses 19,224 Operating loss (19,224 ) Other income 1,587 Loss before income taxes (17,637 ) Income tax benefit — Net loss $ (17,637 ) IAC HOLDINGS, INC. STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, 2020 (In thousands) Net loss $ (17,637 ) Other comprehensive loss: Change in unrealized losses on available-for-sale marketable debt securities (12 ) Total other comprehensive loss (12 ) Comprehensive loss $ (17,649 ) IAC HOLDINGS, INC. STATEMENT OF SHAREHOLDER EQUITY (UNAUDITED) Three Months Ending March 31, 2020 Common Stock, $.01 Par Value Additional Paid-in Capital Accumulated Accumulated Other Comprehensive Loss Total Shareholder Equity $ Shares (in thousands, except par value and share data) Balance as of December 31, 2019 $ — 1,000 $ — $ — $ — $ — Net loss — — — (17,637 ) — (17,637 ) Other comprehensive loss — — — — (12 ) (12 ) Stock-based compensation expense — — 5,949 — — 5,949 IAC's contribution of assets and liabilities in connection with the transfer of employees and the centrally-managed U.S. treasury function to IAC Holdings, Inc. — — 1,216,395 — — 1,216,395 Balance as of March 31, 2020 $ — 1,000 $ 1,222,344 $ (17,637 ) $ (12 ) $ 1,204,695 IAC HOLDINGS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2020 (In thousands) Cash flows from operating activities: Net loss $ (17,637 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense 5,949 Accretion of marketable securities (66 ) Changes in assets and liabilities: Other assets 104 Accounts payable and other liabilities (10,640 ) Net cash used in operating activities (22,290 ) Cash flows from financing activities: IAC's contribution of assets and liabilities in connection with the transfer of the centrally-managed U.S. treasury function to IAC Holdings, Inc. 1,193,554 Net cash provided by financing activities 1,193,554 Net increase in cash and cash equivalents 1,171,264 Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ 1,171,264 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) service_professional in Thousands, $ in Thousands, project in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)service_professionalprojectservice_category | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Revenue and Other [Line Items] | |||
Goodwill impairment | $ 211,973 | $ 0 | $ 3,318 |
Impairment of equity securities without readily determinable fair value | 51,500 | ||
Write-off of notes receivable | $ (7,500) | ||
Number of service categories | service_category | 500 | ||
Number of service professionals | service_professional | 250 | ||
Number of projects | project | 25 | ||
Consolidated revenue | $ 684,124 | 641,220 | |
Current deferred revenue | 215,671 | 178,647 | |
Non-current deferred revenue | 1,300 | 1,300 | |
Deferred revenue recognized during period | 90,900 | 76,000 | |
Capitalized sales commissions where customer relationship period is greater than one year | 47,500 | 42,400 | |
Revenue reserve | 4,400 | 3,900 | |
Allowance and reserves for credit loss | 28,075 | 24,148 | |
Accounts receivable related to revenue earned | 207,581 | 181,875 | |
Applications | |||
Revenue and Other [Line Items] | |||
Goodwill impairment | 211,973 | 0 | |
Emerging & Other | |||
Revenue and Other [Line Items] | |||
Goodwill impairment | 3,318 | ||
Google Inc. | Revenue | Customer concentration risk | |||
Revenue and Other [Line Items] | |||
Consolidated revenue | $ 138,900 | $ 195,800 | |
Concentration risk (as a percent) | 20.00% | 31.00% | |
Google Inc. | Revenue | Customer concentration risk | Applications | |||
Revenue and Other [Line Items] | |||
Consolidated revenue | $ 46,100 | $ 88,100 | |
Google Inc. | Revenue | Customer concentration risk | Emerging & Other | |||
Revenue and Other [Line Items] | |||
Consolidated revenue | 80,500 | $ 94,800 | |
Google Inc. | Accounts Receivable | Customer concentration risk | |||
Revenue and Other [Line Items] | |||
Accounts receivable related to revenue earned | $ 48,700 | 53,000 | |
ANGI Homeservices | |||
Revenue and Other [Line Items] | |||
Economic interest (as a percent) | 84.90% | ||
Voting interest (as a percent) | 98.30% | ||
Desktop | Applications | |||
Revenue and Other [Line Items] | |||
Goodwill impairment | $ 211,973 | $ 0 | |
Impairment of indefinite-lived intangible assets | 21,400 | ||
Revenue Change | Handy | |||
Revenue and Other [Line Items] | |||
Consolidated revenue | 15,200 | ||
IAC Holdings, Inc. | |||
Revenue and Other [Line Items] | |||
Contribution of cash in connection with transfer of treasury function | 1,100,000 | ||
Consolidated revenue | $ 0 |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in the Allowance for Doubtful Accounts (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at January 1 | $ 20,257 |
Current period provision of bad debt | 19,193 |
Write-offs charged against the allowance | (16,528) |
Recoveries collected | 736 |
Balance at March 31 | $ 23,658 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) | $ (41,432) | $ (29,194) | |
Effective income tax rate (as a percent) | 11.00% | 68.00% | |
Unrecognized tax benefits, including interest and penalties | $ 16,700 | $ 20,300 | |
Increase (decrease) in unrecognized tax benefits, including interest and penalties during the period | (3,600) | ||
Unrecognized tax benefits, if subsequently recognized would reduce income tax expense | 15,300 | $ 18,900 | |
Decrease in unrecognized tax benefit, reasonably possible within twelve months | 6,400 | ||
Decrease in unrecognized tax benefit, reasonably possible within twelve months which would reduce the income tax provision | $ 6,200 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) $ in Millions | Feb. 11, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
One-Time Transaction Costs | |||
Business Acquisition [Line Items] | |||
Adjustment to increase (decrease) in revenues | $ (60.9) | ||
Deferred Revenue Write Off Adjustment | |||
Business Acquisition [Line Items] | |||
Adjustment to increase (decrease) in revenues | 8.7 | $ (7.7) | |
Amortization Adjustment | |||
Business Acquisition [Line Items] | |||
Adjustment to increase (decrease) in amortization of intangible assets | $ 4 | ||
Care.com | |||
Business Acquisition [Line Items] | |||
Proportion of voting interests acquired (as a percent) | 100.00% | ||
Total purchase price | $ 627.5 | ||
Cash consideration paid | 587 | ||
Consideration transferred for settlement of outstanding vested employee equity awards | 40.5 | ||
Revenue | 18.5 | ||
Net earnings (loss) | (12.3) | ||
Transaction costs | $ 4.8 | ||
Write-off of deferred revenue | $ 8.7 |
BUSINESS COMBINATION - Prelimin
BUSINESS COMBINATION - Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Feb. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,816,723 | $ 1,616,867 | $ 1,484,117 | |
Care.com | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 57,873 | |||
Short-term investments | 20,000 | |||
Accounts receivable | 20,292 | |||
Other current assets | 5,678 | |||
Property and equipment | 2,894 | |||
Goodwill | 416,869 | |||
Intangible assets | 145,300 | |||
Other non-current assets | 26,852 | |||
Total assets | 695,758 | |||
Deferred revenue | (13,422) | |||
Other current liabilities | (36,400) | |||
Deferred income taxes | (33,960) | |||
Other non-current liabilities | (25,001) | |||
Net assets acquired | $ 586,975 |
BUSINESS COMBINATION - Prelim_2
BUSINESS COMBINATION - Preliminary Estimated Fair Value of Intangible Assets Acquired (Details) - Care.com $ in Thousands | Feb. 11, 2020USD ($) |
Acquired Intangible Assets [Line Items] | |
Total identifiable intangible assets acquired | $ 145,300 |
Developed technology | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 49,700 |
Weighted-Average Useful Life (Years) | 5 years |
Customer relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 35,400 |
Customer relationships | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 2 years |
Customer relationships | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 7 years |
Provider relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 800 |
Weighted-Average Useful Life (Years) | 4 years |
Indefinite-lived trade name and trademarks | |
Acquired Intangible Assets [Line Items] | |
Indefinite-lived trade name and trademarks | $ 59,400 |
BUSINESS COMBINATION - Pro-Form
BUSINESS COMBINATION - Pro-Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 718,763 | $ 686,904 |
Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. | $ (320,955) | $ (24,705) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 1,816,723 | $ 1,616,867 | $ 1,484,117 |
Intangible assets with indefinite lives | 259,254 | 225,296 | |
Intangible assets with definite lives, net of accumulated amortization | 192,842 | 124,854 | |
Total goodwill and intangible assets, net | $ 2,268,819 | $ 1,967,017 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill | |||
Balance at beginning of period | $ 1,616,867 | $ 1,484,117 | $ 1,484,117 |
Additions | 416,869 | 165,313 | |
(Deductions) | (38) | (29,293) | |
Impairment | (211,973) | 0 | (3,318) |
Foreign Exchange Translation | (5,002) | 48 | |
Balance at end of period | 1,816,723 | 1,616,867 | |
ANGI Homeservices | |||
Goodwill | |||
Balance at beginning of period | 884,296 | 895,071 | 895,071 |
Additions | 0 | 18,326 | |
(Deductions) | 0 | (29,293) | |
Impairment | 0 | 0 | |
Foreign Exchange Translation | (4,868) | 192 | |
Balance at end of period | 879,428 | 884,296 | |
Vimeo | |||
Goodwill | |||
Balance at beginning of period | 219,374 | 77,152 | 77,152 |
Additions | 0 | 142,222 | |
(Deductions) | (38) | 0 | |
Impairment | 0 | 0 | |
Foreign Exchange Translation | 0 | 0 | |
Balance at end of period | 219,336 | 219,374 | |
Applications | |||
Goodwill | |||
Balance at beginning of period | 504,748 | 504,892 | 504,892 |
Additions | 0 | 0 | |
(Deductions) | 0 | 0 | |
Impairment | (211,973) | 0 | |
Foreign Exchange Translation | (134) | (144) | |
Balance at end of period | 292,641 | 504,748 | |
Applications | Desktop | |||
Goodwill | |||
Balance at beginning of period | 265,146 | 265,146 | 265,146 |
Additions | 0 | 0 | |
(Deductions) | 0 | 0 | |
Impairment | (211,973) | 0 | |
Foreign Exchange Translation | 0 | 0 | |
Balance at end of period | 53,173 | 265,146 | |
Applications | Mosaic Group | |||
Goodwill | |||
Balance at beginning of period | 239,602 | 239,746 | 239,746 |
Additions | 0 | 0 | |
(Deductions) | 0 | 0 | |
Impairment | 0 | 0 | |
Foreign Exchange Translation | (134) | (144) | |
Balance at end of period | 239,468 | 239,602 | |
Emerging & Other | |||
Goodwill | |||
Balance at beginning of period | 8,449 | $ 7,002 | 7,002 |
Additions | 416,869 | 4,765 | |
(Deductions) | 0 | 0 | |
Impairment | (3,318) | ||
Balance at end of period | $ 425,318 | $ 8,449 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Goodwill [Line Items] | |||||
Goodwill impairment | $ 211,973 | $ 0 | $ 3,318 | ||
Goodwill | 1,816,723 | $ 1,616,867 | 1,616,867 | $ 1,484,117 | |
Carrying amount of goodwill for which excess of fair value over carrying value is less than 20% | 709,400 | ||||
Carrying amount of indefinite-lived intangible assets l for which excess of fair value over carrying value is less than 20% | $ 70,200 | ||||
Discount Rate | Maximum | Trade names | |||||
Goodwill [Line Items] | |||||
Measurement input (as a percent) | 0.150 | ||||
Royalty Rate | Minimum | Trade names | |||||
Goodwill [Line Items] | |||||
Measurement input (as a percent) | 0.010 | ||||
Applications | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 211,973 | 0 | |||
Goodwill | 292,641 | 504,748 | 504,748 | 504,892 | |
Accumulated impairment on goodwill | 741,100 | 529,100 | 529,100 | ||
Emerging & Other | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 3,318 | ||||
Goodwill | 425,318 | 8,449 | 8,449 | 7,002 | |
Publishing | |||||
Goodwill [Line Items] | |||||
Accumulated impairment on goodwill | 212,600 | 212,600 | 212,600 | ||
Dotdash | |||||
Goodwill [Line Items] | |||||
Accumulated impairment on goodwill | 198,300 | 198,300 | 198,300 | ||
Ask Media Group | |||||
Goodwill [Line Items] | |||||
Accumulated impairment on goodwill | 187,100 | 187,100 | 187,100 | ||
Desktop | Applications | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 211,973 | 0 | |||
Impairment of indefinite-lived intangible assets | 21,400 | ||||
Goodwill | $ 53,173 | 265,146 | 265,146 | 265,146 | |
Desktop | Applications | Discount Rate | |||||
Goodwill [Line Items] | |||||
Measurement input (as a percent) | 0.150 | ||||
Mosaic Group | Applications | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 0 | 0 | |||
Goodwill | $ 239,468 | 239,602 | 239,602 | $ 239,746 | |
Mosaic Group | Applications | Discount Rate | |||||
Goodwill [Line Items] | |||||
Measurement input (as a percent) | 0.15 | ||||
College Humor Media | Emerging & Other | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 0 | 3,300 | |||
Accumulated impairment on goodwill | $ 14,900 | $ 14,900 | $ 14,900 |
- Intangible Assets with Defini
- Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 416,643 | $ 326,308 |
Accumulated Amortization | (223,801) | (201,454) |
Total | $ 192,842 | $ 124,854 |
Weighted-Average Useful Life (Years) | 4 years | 3 years 8 months 12 days |
Technology | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 193,005 | $ 143,255 |
Accumulated Amortization | (81,350) | (73,483) |
Total | $ 111,655 | $ 69,772 |
Weighted-Average Useful Life (Years) | 4 years 8 months 12 days | 4 years 6 months |
Service professional relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 99,850 | $ 99,651 |
Accumulated Amortization | (83,560) | (76,445) |
Total | $ 16,290 | $ 23,206 |
Weighted-Average Useful Life (Years) | 3 years | 2 years 10 months 24 days |
Customer lists and user base | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 79,510 | $ 44,286 |
Accumulated Amortization | (26,548) | (24,226) |
Total | $ 52,962 | $ 20,060 |
Weighted-Average Useful Life (Years) | 4 years | 3 years 3 months 18 days |
Trade names | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 17,279 | $ 12,777 |
Accumulated Amortization | (10,955) | (8,082) |
Total | $ 6,324 | $ 4,695 |
Weighted-Average Useful Life (Years) | 2 years 9 months 18 days | 3 years 6 months |
Memberships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 15,900 | $ 15,900 |
Accumulated Amortization | (13,264) | (11,940) |
Total | $ 2,636 | $ 3,960 |
Weighted-Average Useful Life (Years) | 3 years | 3 years |
Other | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 11,099 | $ 10,439 |
Accumulated Amortization | (8,124) | (7,278) |
Total | $ 2,975 | $ 3,161 |
Weighted-Average Useful Life (Years) | 3 years 4 months 24 days | 3 years 4 months 24 days |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2020 | $ 59,436 | |
2021 | 44,154 | |
2022 | 39,141 | |
2023 | 29,555 | |
2024 | 15,391 | |
Thereafter | 5,165 | |
Total | $ 192,842 | $ 124,854 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 49,912,000 | $ 0 | |
Contractual maturity of current available-for-sale securities (less than) | 1 year | ||
Available-for-sale marketable debt securities in a continuous unrealized loss position for longer than twelve months | $ 0 | ||
Assets measured at fair value on a nonrecurring basis | |||
Equity securities without readily determinable fair values | 296,500,000 | 348,000,000 | |
Impairment of equity securities without readily determinable fair value | 51,500,000 | ||
Total upward adjustments to equity securities without readily determinable fair value | 19,700,000 | ||
Total downward adjustments to equity securities without readily determinable fair value | 52,000,000 | ||
Contingent Consideration Arrangements | |||
Total maximum contingent payment | 30,000,000 | ||
Gross fair value, before unamortized discount | 1,300,000 | ||
Non-current portion of contingent consideration | 600,000 | $ 6,900,000 | |
Contingent Consideration Arrangements | |||
Contingent Consideration Arrangements | |||
Assumption of contingent consideration arrangement liability | $ 1,000,000 | $ 0 | |
Discount Rate | Contingent Consideration Arrangements | |||
Contingent Consideration Arrangements | |||
Discount rate on contingent consideration (as a percent) | 0.25 | 0.25 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value of Marketable Securities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Available-for-sale marketable debt securities | $ 49,912,000 | |
Total marketable securities | $ 49,912,000 | $ 0 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Current Available-for-Sale Marketable Securities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Schedule of Available-for-sale Marketable Securities | |
Amortized Cost | $ 49,924 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (12) |
Fair Value | 49,912 |
Treasury discount notes | |
Schedule of Available-for-sale Marketable Securities | |
Amortized Cost | 49,924 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (12) |
Fair Value | $ 49,912 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||
Upward adjustments (gross unrealized gains) | $ 0 | $ 0 |
Downward adjustments including impairment (gross unrealized losses) | (51,484) | (150) |
Total | (51,484) | (150) |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||
Realized gains (losses), net, for equity securities sold | 12 | (118) |
Unrealized losses, net, on equity securities held | (51,484) | (122) |
Total losses, net recognized in other expense, net | $ (51,472) | $ (240) |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Marketable securities | $ 49,912 | |
Other non-current assets | 273,009 | $ 247,746 |
Total assets | 1,816,603 | 731,159 |
Liabilities: | ||
Contingent consideration arrangement | (636) | (6,918) |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total assets | 1,597,511 | 699,589 |
Liabilities: | ||
Contingent consideration arrangement | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 212,603 | 23,075 |
Liabilities: | ||
Contingent consideration arrangement | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 6,489 | 8,495 |
Liabilities: | ||
Contingent consideration arrangement | (636) | (6,918) |
Money market funds | ||
Assets: | ||
Cash equivalents | 1,597,511 | 699,589 |
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 1,597,511 | 699,589 |
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 | 99,882 | |
Marketable securities | 49,912 | |
Treasury discount notes | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Treasury discount notes | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 99,882 | |
Marketable securities | 49,912 | |
Treasury discount notes | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable securities | 0 | |
Time deposits | ||
Assets: | ||
Cash equivalents | 42,809 | 23,075 |
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 | 42,809 | 23,075 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Short-term investments | ||
Assets: | ||
Short-term investments | 20,000 | |
Short-term investments | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Short-term investments | 0 | |
Short-term investments | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Short-term investments | 20,000 | |
Short-term investments | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Short-term investments | 0 | |
Warrant | ||
Assets: | ||
Other non-current assets | 6,489 | 8,495 |
Warrant | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Other non-current assets | 0 | 0 |
Warrant | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Other non-current assets | 0 | 0 |
Warrant | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Other non-current assets | $ 6,489 | $ 8,495 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contingent Consideration Arrangements | ||
Contingent Consideration Arrangements | ||
Balance at beginning of period | $ (6,918) | $ (26,657) |
Fair value adjustments | 6,282 | (1,529) |
Fair value at date of acquisition | (1,000) | 0 |
Settlements | 1,000 | 0 |
Balance at end of period | (636) | $ (28,186) |
Warrant | ||
Warrant | ||
Balance at beginning of period | 8,495 | |
Fair value adjustments | (2,006) | |
Fair value at date of acquisition | 0 | |
Settlements | 0 | |
Balance at end of period | $ 6,489 |
FINANCIAL INSTRUMENTS AND FAI_9
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | $ 27,172 | $ 55,251 |
Current portion of long-term debt | (13,750) | (13,750) |
Long-term debt, net | (228,643) | (231,946) |
Unamortized original issue discount and debt issuance costs | 1,700 | 1,800 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | 27,172 | 55,251 |
Current portion of long-term debt | (13,750) | (13,750) |
Long-term debt, net | (228,643) | (231,946) |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | 27,172 | 55,251 |
Current portion of long-term debt | (13,750) | (13,681) |
Long-term debt, net | $ (230,313) | $ (232,581) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: current portion of ANGI Term Loan | $ 13,750 | $ 13,750 |
Less: unamortized debt issuance costs | 1,670 | |
Total long-term debt, net | 228,643 | 231,946 |
ANGI Homeservices | ||
Debt Instrument [Line Items] | ||
Less: current portion of ANGI Term Loan | 13,750 | 13,750 |
Less: unamortized debt issuance costs | 1,670 | 1,804 |
Total long-term debt, net | 228,643 | 231,946 |
ANGI Homeservices | Term Loan | ANGI Term Loan due November 5, 2023 | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 244,063 | $ 247,500 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 31 Months Ended | |||
Mar. 31, 2020 | Nov. 05, 2023 | Nov. 05, 2022 | Dec. 31, 2019 | Nov. 05, 2021 | Nov. 05, 2018 | |
ANGI Term Loan due November 5, 2023 | ANGI Homeservices | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal | $ 244,063,000 | $ 247,500,000 | ||||
Basis spread on variable rate (as a percent) | 2.28% | 3.25% | ||||
Maximum leverage ratio | 4.5 | |||||
Minimum interest coverage ratio | 2 | |||||
Leverage ratio limiting ability to pay dividends, make distributions, or repurchase stock | 4.25 | |||||
ANGI Term Loan due November 5, 2023 | ANGI Homeservices | Term Loan | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly repayments of principal | $ 10,300,000 | $ 6,900,000 | $ 3,400,000 | |||
Final principal payment | $ 161,600,000 | |||||
ANGI Term Loan due November 5, 2023 | ANGI Homeservices | Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.50% | 1.50% | ||||
ANGI Homeservices Credit Facility | ANGI Homeservices | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 | |||||
Borrowings outstanding of credit facility | $ 0 | $ 0 | ||||
Annual commitment fee on undrawn funds, basis points (as a percent) | 0.25% | 0.25% | ||||
IAC Group Credit Facility | IAC Group | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 | |||||
Borrowings outstanding of credit facility | $ 0 | $ 0 | ||||
Annual commitment fee on undrawn funds, basis points (as a percent) | 0.20% | 0.20% | ||||
Net leverage ratio before trigger date (less than) | 3.25 | |||||
Net leverage ratio after trigger date (less than) | 2.75 |
LONG-TERM DEBT - Maturities (De
LONG-TERM DEBT - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 10,313 | |
2021 | 13,750 | |
2022 | 27,500 | |
2023 | 192,500 | |
Total | 244,063 | |
Less: current portion of long-term debt | 13,750 | $ 13,750 |
Less: unamortized debt issuance costs | 1,670 | |
Total long-term debt, net | $ 228,643 | $ 231,946 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | $ 3,005,146,000 | $ 2,684,400,000 |
Other comprehensive income (loss) | (6,642,000) | 2,085,000 |
Balance at end of period | 4,396,852,000 | 2,660,873,000 |
Tax provision (benefit) on accumulated other comprehensive loss | 0 | 0 |
Foreign Currency Translation Adjustment attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | (12,226,000) | (12,543,000) |
Balance at end of period | (17,914,000) | (10,911,000) |
Foreign Currency Translation Adjustment including portion attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | (5,651,000) | 1,625,000 |
Foreign Currency Translation Adjustment attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | (37,000) | 7,000 |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | 0 | 2,000 |
Balance at end of period | (12,000) | (2,000) |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities including Portion Attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | (12,000) | (4,000) |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | 0 | 0 |
Accumulated Other Comprehensive (Loss) Income attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | (12,226,000) | (12,541,000) |
Balance at end of period | (17,926,000) | (10,913,000) |
Accumulated Other Comprehensive (Loss) Income including portion attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | (5,663,000) | 1,621,000 |
Accumulated Other Comprehensive (Loss) Income attributable to Noncontrolling Interest | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) | $ (37,000) | $ 7,000 |
SEGMENT INFORMATION - Financial
SEGMENT INFORMATION - Financial Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 684,124 | $ 641,220 |
Operating income (loss) | (312,338) | (34,183) |
Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 343,650 | 303,443 |
Operating income (loss) | (16,296) | (3,641) |
Adjusted EBITDA | 34,397 | 37,179 |
Operating segments | Vimeo | ||
Segment Reporting Information [Line Items] | ||
Revenue | 56,968 | 43,581 |
Operating income (loss) | (14,589) | (17,784) |
Adjusted EBITDA | (11,408) | (16,200) |
Operating segments | Dotdash | ||
Segment Reporting Information [Line Items] | ||
Revenue | 44,120 | 33,961 |
Operating income (loss) | 2,411 | 3,047 |
Adjusted EBITDA | 7,011 | 7,150 |
Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 104,148 | 143,549 |
Operating income (loss) | (218,588) | 25,356 |
Adjusted EBITDA | 10,151 | 29,688 |
Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 100,948 | 100,057 |
Operating income (loss) | 6,729 | 10,830 |
Adjusted EBITDA | 6,831 | 10,975 |
Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 34,357 | 16,691 |
Operating income (loss) | (26,574) | (13,350) |
Adjusted EBITDA | (23,811) | (13,070) |
Inter-segment eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | (67) | (62) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (45,431) | (38,641) |
Adjusted EBITDA | $ (31,386) | $ (20,220) |
SEGMENT INFORMATION - Revenue D
SEGMENT INFORMATION - Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 684,124 | $ 641,220 |
Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 343,650 | 303,443 |
Operating segments | Vimeo | ||
Segment Reporting Information [Line Items] | ||
Revenue | 56,968 | 43,581 |
Operating segments | Dotdash | ||
Segment Reporting Information [Line Items] | ||
Revenue | 44,120 | 33,961 |
Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 104,148 | 143,549 |
Operating segments | Applications | Mosaic Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 50,677 | 47,563 |
Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 100,948 | 100,057 |
Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 34,357 | 16,691 |
North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 324,132 | 281,994 |
Europe | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,518 | 21,449 |
Total Marketplace revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 9,471 | 8,780 |
Total Marketplace revenue | North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 258,776 | 220,500 |
Consumer connection revenue | North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 239,830 | 201,582 |
Service professional membership subscription revenue | North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 14,115 | 16,517 |
Other revenue | North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,831 | 2,401 |
Advertising and other revenue | North America | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 65,356 | 61,494 |
Advertising and other revenue | Europe | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 530 | 584 |
Consumer connection revenue | Europe | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 15,689 | 17,123 |
Service professional membership subscription revenue | Europe | Operating segments | ANGI Homeservices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,299 | 3,742 |
Platform revenue | Operating segments | Vimeo | ||
Segment Reporting Information [Line Items] | ||
Revenue | 56,968 | 41,302 |
Hardware revenue | Operating segments | Vimeo | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 2,279 |
Display advertising revenue | Operating segments | Dotdash | ||
Segment Reporting Information [Line Items] | ||
Revenue | 29,889 | 26,008 |
Display advertising revenue | Operating segments | Applications | Mosaic Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,606 | 2,415 |
Display advertising revenue | Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 100,860 | 100,007 |
Display advertising revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,369 | 3,441 |
Non-Google advertising revenue | Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 80,707 | 95,329 |
Non-Google advertising revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,108 | 2,497 |
Google advertising revenue | Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 20,153 | 4,678 |
Google advertising revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,261 | 944 |
Performance marketing revenue | Operating segments | Dotdash | ||
Segment Reporting Information [Line Items] | ||
Revenue | 14,231 | 7,953 |
Total Desktop revenue | Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 53,471 | 95,986 |
Total advertising revenue | Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 49,314 | 91,398 |
Google advertising revenue | Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 46,091 | 88,050 |
Non-Google advertising revenue | Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,223 | 3,348 |
Subscription and other revenue | Operating segments | Applications | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,157 | 4,588 |
Subscription and other revenue | Operating segments | Applications | Mosaic Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 49,071 | 45,148 |
Subscription revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,496 | 569 |
Media production and distribution revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,386 | 3,489 |
Other revenue | Operating segments | Ask Media Group | ||
Segment Reporting Information [Line Items] | ||
Revenue | 88 | 50 |
Other revenue | Operating segments | Emerging & Other | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 635 | $ 412 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information about Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue and long-lived assets by geography | |||
Revenue | $ 684,124 | $ 641,220 | |
Long-lived assets (excluding goodwill and intangible assets) | 271,477 | $ 305,414 | |
United States | |||
Revenue and long-lived assets by geography | |||
Revenue | 537,343 | 485,682 | |
Long-lived assets (excluding goodwill and intangible assets) | 262,784 | 297,433 | |
All other countries | |||
Revenue and long-lived assets by geography | |||
Revenue | 146,781 | $ 155,538 | |
Long-lived assets (excluding goodwill and intangible assets) | $ 8,693 | $ 7,981 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Operating Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | $ (312,338) | $ (34,183) | |
Stock-Based Compensation Expense | 37,181 | 34,675 | |
Depreciation | 15,492 | 11,140 | |
Amortization of Intangibles | 45,759 | 22,341 | |
Goodwill Impairment | 211,973 | 0 | $ 3,318 |
Interest expense | (2,217) | (3,267) | |
Other income (expense), net | (57,448) | (5,417) | |
Loss before income taxes | (372,003) | (42,867) | |
Income tax benefit | 41,432 | 29,194 | |
Net loss | (330,571) | (13,673) | |
Net loss (earnings) attributable to noncontrolling interests | 2,372 | (574) | |
Net loss attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. | (328,199) | (14,247) | |
ANGI Homeservices | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Goodwill Impairment | 0 | 0 | |
Applications | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Goodwill Impairment | 211,973 | 0 | |
Emerging & Other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Goodwill Impairment | $ 3,318 | ||
Operating segments | ANGI Homeservices | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | (16,296) | (3,641) | |
Stock-Based Compensation Expense | 25,575 | 19,282 | |
Depreciation | 12,138 | 6,999 | |
Amortization of Intangibles | 12,980 | 14,539 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | 34,397 | 37,179 | |
Operating segments | Vimeo | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | (14,589) | (17,784) | |
Stock-Based Compensation Expense | 0 | 0 | |
Depreciation | 58 | 193 | |
Amortization of Intangibles | 3,123 | 1,391 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | (11,408) | (16,200) | |
Operating segments | Dotdash | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | 2,411 | 3,047 | |
Stock-Based Compensation Expense | 0 | 0 | |
Depreciation | 210 | 226 | |
Amortization of Intangibles | 4,390 | 3,877 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | 7,011 | 7,150 | |
Operating segments | Applications | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | (218,588) | 25,356 | |
Stock-Based Compensation Expense | 0 | 0 | |
Depreciation | 237 | 419 | |
Amortization of Intangibles | 22,811 | 2,384 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | (6,282) | 1,529 | |
Goodwill Impairment | 211,973 | ||
Adjusted EBITDA | 10,151 | 29,688 | |
Operating segments | Ask Media Group | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | 6,729 | 10,830 | |
Stock-Based Compensation Expense | 0 | 0 | |
Depreciation | 102 | 145 | |
Amortization of Intangibles | 0 | 0 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | 6,831 | 10,975 | |
Operating segments | Emerging & Other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | (26,574) | (13,350) | |
Stock-Based Compensation Expense | 25 | 0 | |
Depreciation | 283 | 130 | |
Amortization of Intangibles | 2,455 | 150 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | (23,811) | (13,070) | |
Corporate | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Operating loss | (45,431) | (38,641) | |
Stock-Based Compensation Expense | 11,581 | 15,393 | |
Depreciation | 2,464 | 3,028 | |
Amortization of Intangibles | 0 | 0 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | |
Goodwill Impairment | 0 | ||
Adjusted EBITDA | $ (31,386) | $ (20,220) |
COMBINED FINANCIAL STATEMENT _3
COMBINED FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 2,029,071 | $ 839,796 | $ 829,608 | $ 884,975 |
Restricted cash included in other current assets | 743 | 527 | 1,443 | 1,441 |
Restricted cash included in other non-current assets | 398 | 409 | 417 | 420 |
Total cash and cash equivalents and restricted cash as shown on the combined statement of cash flows | $ 2,030,212 | $ 840,732 | $ 831,468 | $ 886,836 |
COMBINED FINANCIAL STATEMENT _4
COMBINED FINANCIAL STATEMENT DETAILS - Accumulated Amortization and Depreciation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Depreciation, Depletion and Amortization [Abstract] | ||
Right-of-use assets included in other non-current assets | $ 43,925 | $ 35,775 |
Property, capitalized software and equipment | 189,401 | 201,798 |
Intangible assets | $ 223,801 | $ 201,454 |
COMBINED FINANCIAL STATEMENT _5
COMBINED FINANCIAL STATEMENT DETAILS - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other expense, net | $ 57,448 | $ 5,417 |
COMBINED FINANCIAL STATEMENT _6
COMBINED FINANCIAL STATEMENT DETAILS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment of equity securities without readily determinable fair value | $ (51.5) | |
Write-off of notes receivable | (7.5) | |
Interest income | $ 4.4 | $ 4.3 |
Gain (loss) on sale of business | $ 8.1 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) | Jun. 13, 2019plaintiff | Aug. 31, 2018plaintiff | Aug. 14, 2018USD ($)plaintiff | Mar. 31, 2020USD ($)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 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) shares in Millions | Jan. 31, 2020office_building | Mar. 31, 2020USD ($)aircraftshares | Mar. 31, 2019USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Aug. 23, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 14, 2018USD ($) | Dec. 21, 2012USD ($) |
Related Party Transaction [Line Items] | |||||||||
Notes receivable from related parties | $ 55,300,000 | ||||||||
IAC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Allocated costs from related party | $ 24,000,000 | $ 35,500,000 | |||||||
Interest income from related party (less than) | 100,000 | ||||||||
Notes receivable from related parties | $ 27,200,000 | ||||||||
Interest rate on notes receivable from related parties (as a percent) | 1.49% | ||||||||
Outstanding payables due | $ 2,500,000 | $ 15,000,000 | |||||||
Expenses from transactions with related party | $ 12,652,000 | 20,129,000 | |||||||
ANGI | Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 0 | 0 | |||||||
ANGI | Leased Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 800,000 | 1,400,000 | |||||||
ANGI | Sold Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 100,000 | ||||||||
Number of office buildings transferred to related party | office_building | 2 | ||||||||
Other Affiliates | Corporate Aircraft Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 23,000,000 | ||||||||
Proportion of ownership interest held each by entity and by related party in aircraft employing flight crew (as a percent) | 50.00% | ||||||||
Number of aircraft operated | aircraft | 2 | ||||||||
Payments to acquire corporate aircraft | $ 17,400,000 | ||||||||
Proportion of total purchase price and refurbish costs paid in related party transaction (as a percent) | 50.00% | 50.00% | |||||||
Expected costs from transactions with related party | $ 72,300,000 | ||||||||
Proportion of ownership interest held each by entity and by related party in another entity employing flight crew (as a percent) | 50.00% | ||||||||
4.75% Senior Notes due December 15, 2022 | Senior Notes | |||||||||
Related Party Transaction [Line Items] | |||||||||
Face amount of debt instrument | $ 500,000,000 | ||||||||
Interest rate on debt instrument (as a percent) | 4.75% | ||||||||
Debt outstanding | $ 34,500,000 | ||||||||
ANGI Homeservices | New IAC | Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 1,200,000 | $ 1,400,000 | |||||||
Common Class B | ANGI Homeservices | ANGI | Employee Matters Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock received from related party (shares) | shares | 0.2 | 0.3 | |||||||
Common Class A | ANGI | Sold Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock received in transaction with related party (shares) | shares | 1.4 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Components of Net Increase (Decrease) in IAC Investment in IAC Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Taxes | $ 41,432 | $ 29,194 |
IAC | ||
Related Party Transaction [Line Items] | ||
Cash transfers (from) to IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by IAC on behalf of IAC Holdings, Inc., net | (1,786,559) | 48,709 |
Transfer of buildings to Match Group | 34,973 | 0 |
Taxes | 25,048 | (7,367) |
Allocation of costs from IAC | (12,652) | (20,129) |
Interest income, net | 72 | 0 |
Net (increase) decrease in IAC's investment in IAC Holdings, Inc. | $ (1,739,118) | $ 21,213 |
IAC HOLDINGS, INC. LEGAL ENTI_3
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Narrative (Details) $ in Billions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
IAC Holdings, Inc. | |
Condensed Financial Statements, Captions [Line Items] | |
Contribution of cash in connection with transfer of treasury function | $ 1.1 |
IAC HOLDINGS, INC. LEGAL ENTI_4
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||||
Cash and cash equivalents | $ 2,029,071 | $ 839,796 | $ 829,608 | $ 884,975 |
Marketable securities | 49,912 | 0 | ||
Other current assets | 147,714 | 152,334 | ||
Total current assets | 2,481,450 | 1,229,256 | ||
Other non-current assets | 273,009 | 247,746 | ||
TOTAL ASSETS | 5,591,246 | 4,097,408 | ||
LIABILITIES: | ||||
Accrued expenses | 342,875 | 320,473 | ||
Total current liabilities | 663,279 | 585,322 | ||
Other long-term liabilities | 189,547 | 180,307 | ||
SHAREHOLDER EQUITY: | ||||
Accumulated other comprehensive loss | (17,926) | (12,226) | ||
Total shareholder equity | 3,917,240 | 2,535,025 | ||
TOTAL LIABILITIES AND SHAREHOLDER EQUITY | 5,591,246 | $ 4,097,408 | ||
IAC Holdings, Inc. | ||||
ASSETS | ||||
Cash and cash equivalents | 1,171,264 | |||
Marketable securities | 49,912 | |||
Prepaid expenses | 23 | |||
Other current assets | 100 | |||
Total current assets | 1,221,299 | |||
Other non-current assets | 111 | |||
TOTAL ASSETS | 1,221,410 | |||
LIABILITIES: | ||||
Accrued expenses | 16,604 | |||
Total current liabilities | 16,604 | |||
Other long-term liabilities | 111 | |||
SHAREHOLDER EQUITY: | ||||
Common stock, par value $0.01; authorized, issued and outstanding 1,000 shares | 0 | |||
Additional paid-in capital | 1,222,344 | |||
Accumulated deficit | (17,637) | |||
Accumulated other comprehensive loss | (12) | |||
Total shareholder equity | 1,204,695 | |||
TOTAL LIABILITIES AND SHAREHOLDER EQUITY | $ 1,221,410 | |||
Balance Sheet Parenthetical [Abstract] | ||||
Common stock, par value (USD per share) | $ 0.01 | |||
Common stock authorized (shares) | 1,000 | |||
Common stock issued (shares) | 1,000 | |||
Common stock outstanding (shares) | 1,000 |
IAC HOLDINGS, INC. LEGAL ENTI_5
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 684,124 | $ 641,220 |
Operating costs and expenses: | ||
General and administrative expense | 173,741 | 154,451 |
Total operating costs and expenses | 996,462 | 675,403 |
Operating loss | (312,338) | (34,183) |
Other income | (57,448) | (5,417) |
Loss before income taxes | (372,003) | (42,867) |
Income tax benefit | 41,432 | 29,194 |
Net loss | (329,539) | $ (12,622) |
IAC Holdings, Inc. | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | |
Operating costs and expenses: | ||
General and administrative expense | 19,224 | |
Total operating costs and expenses | 19,224 | |
Operating loss | (19,224) | |
Other income | 1,587 | |
Loss before income taxes | (17,637) | |
Income tax benefit | 0 | |
Net loss | $ (17,637) |
IAC HOLDINGS, INC. LEGAL ENTI_6
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net loss | $ (329,539) | $ (12,622) |
Other comprehensive loss: | ||
Change in unrealized losses on available-for-sale marketable debt securities | (12) | (3) |
Total other comprehensive loss | (6,642) | 2,085 |
Comprehensive loss | (337,213) | $ (11,588) |
IAC Holdings, Inc. | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net loss | (17,637) | |
Other comprehensive loss: | ||
Change in unrealized losses on available-for-sale marketable debt securities | (12) | |
Total other comprehensive loss | (12) | |
Comprehensive loss | $ (17,649) |
IAC HOLDINGS, INC. LEGAL ENTI_7
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Statement of Shareholder Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $ 3,005,146 | $ 2,684,400 |
Net loss | (329,539) | (12,622) |
Other comprehensive loss | (6,642) | 2,085 |
Stock-based compensation expense | 33,600 | 34,633 |
Balance at end of period | 4,396,852 | 2,660,873 |
Accumulated Other Comprehensive Loss | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | (12,226) | (12,541) |
Balance at end of period | (17,926) | $ (10,913) |
IAC Holdings, Inc. | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | 0 | |
Net loss | (17,637) | |
Other comprehensive loss | (12) | |
Stock-based compensation expense | 5,949 | |
IAC's contribution of assets and liabilities in connection with the transfer of employees and the centrally-managed U.S. treasury function to IAC Holdings, Inc. | 1,216,395 | |
Balance at end of period | 1,204,695 | |
IAC Holdings, Inc. | Common Stock, $.01 Par Value | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Balance at beginning of period (shares) | 1,000,000 | |
Balance at end of period | $ 0 | |
Balance at end of period (shares) | 1,000,000 | |
IAC Holdings, Inc. | Additional Paid-in Capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | $ 0 | |
Stock-based compensation expense | 5,949 | |
IAC's contribution of assets and liabilities in connection with the transfer of employees and the centrally-managed U.S. treasury function to IAC Holdings, Inc. | 1,216,395 | |
Balance at end of period | 1,222,344 | |
IAC Holdings, Inc. | Accumulated Deficit | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | 0 | |
Net loss | (17,637) | |
Balance at end of period | (17,637) | |
IAC Holdings, Inc. | Accumulated Other Comprehensive Loss | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at beginning of period | 0 | |
Other comprehensive loss | (12) | |
Balance at end of period | $ (12) |
IAC HOLDINGS, INC. LEGAL ENTI_8
IAC HOLDINGS, INC. LEGAL ENTITY FINANCIAL STATEMENTS - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (330,571) | $ (13,673) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 37,181 | 34,675 |
Changes in assets and liabilities: | ||
Other assets | 310 | 4,682 |
Accounts payable and other liabilities | (7,971) | (31,821) |
Net cash used in operating activities | 39,171 | 2,594 |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 1,671,816 | (63,947) |
Net increase in cash and cash equivalents | 1,189,480 | (55,368) |
Cash and cash equivalents and restricted cash at beginning of period | 840,732 | 886,836 |
Cash and cash equivalents and restricted cash at end of period | 2,030,212 | $ 831,468 |
IAC Holdings, Inc. | ||
Cash flows from operating activities: | ||
Net loss | (17,637) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 5,949 | |
Accretion of marketable securities | (66) | |
Changes in assets and liabilities: | ||
Other assets | 104 | |
Accounts payable and other liabilities | (10,640) | |
Net cash used in operating activities | (22,290) | |
Cash flows from financing activities: | ||
IAC's contribution of assets and liabilities in connection with the transfer of the centrally-managed U.S. treasury function to IAC Holdings, Inc. | 1,193,554 | |
Net cash provided by financing activities | 1,193,554 | |
Net increase in cash and cash equivalents | 1,171,264 | |
Cash and cash equivalents and restricted cash at beginning of period | 0 | |
Cash and cash equivalents and restricted cash at end of period | $ 1,171,264 |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) $ in Billions | May 06, 2020USD ($) |
Class M Common Stock | Subsequent Event | |
Subsequent Event [Line Items] | |
Authorized amount of sale of stock | $ 1.5 |