Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001800227 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39356 | |
Entity Registrant Name | IAC/INTERACTIVECORP | |
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 | |
Title of 12(b) Security | Common stock, par value $0.001 | |
Trading Symbol | IAC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,528,066 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,789,499 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 2,447,678 | $ 839,796 |
Short-term investments | 20,000 | 0 |
Marketable securities | 468,990 | 0 |
Accounts receivable, net of allowance and reserves of $33,413 and $24,148, respectively | 205,377 | 181,875 |
Note receivable—related party | 0 | 55,251 |
Other current assets | 146,289 | 152,334 |
Total current assets | 3,288,334 | 1,229,256 |
Building, capitalized software, leasehold improvements and equipment, net | 269,221 | 305,414 |
Goodwill | 1,818,860 | 1,616,867 |
Intangible assets, net of accumulated amortization | 428,469 | 350,150 |
Long-term investments | 296,491 | 347,975 |
Other non-current assets | 270,388 | 247,746 |
TOTAL ASSETS | 6,371,763 | 4,097,408 |
LIABILITIES: | ||
Current portion of long-term debt | 13,750 | 13,750 |
Accounts payable, trade | 99,143 | 72,452 |
Deferred revenue | 242,756 | 178,647 |
Accrued expenses and other current liabilities | 348,901 | 320,473 |
Total current liabilities | 704,550 | 585,322 |
Long-term debt, net | 225,336 | 231,946 |
Income taxes payable | 6,152 | 6,410 |
Deferred income taxes | 58,860 | 44,459 |
Other long-term liabilities | 186,955 | 180,307 |
Redeemable noncontrolling interests | 43,583 | 43,818 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY: | ||
Additional paid-in-capital | 4,661,231 | 0 |
Invested capital | 0 | 2,547,251 |
Accumulated other comprehensive loss | (13,781) | (12,226) |
Total IAC shareholders' equity and invested capital, respectively | 4,647,535 | 2,535,025 |
Noncontrolling interests | 498,792 | 470,121 |
Total shareholders' equity | 5,146,327 | 3,005,146 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 6,371,763 | 4,097,408 |
Common stock, $0.001 par value; authorized 1,600,000 shares; 79,343 shares issued and outstanding at June 30, 2020 | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 79 | 0 |
Class B common stock, $0.001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at June 30, 2020 | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | $ 6 | $ 0 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance and reserves for credit loss | $ 33,413 | $ 24,148 |
Common stock, $0.001 par value; authorized 1,600,000 shares; 79,343 shares issued and outstanding at June 30, 2020 | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (shares) | 79,343,000 | |
Common stock outstanding (shares) | 79,343,000 | |
Class B common stock, $0.001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at June 30, 2020 | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 400,000,000 | 400,000,000 |
Common stock issued (shares) | 5,789,000 | |
Common stock outstanding (shares) | 5,789,000 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 726,361 | $ 688,685 | $ 1,410,485 | $ 1,329,905 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 178,639 | 149,725 | 357,966 | 289,573 |
Selling and marketing expense | 308,826 | 316,213 | 617,033 | 619,411 |
General and administrative expense | 240,725 | 158,463 | 414,466 | 312,914 |
Product development expense | 62,283 | 45,935 | 124,246 | 90,360 |
Depreciation | 16,604 | 12,893 | 32,096 | 24,033 |
Amortization of intangibles | 26,303 | 19,226 | 72,062 | 41,567 |
Goodwill impairment | 0 | 0 | 211,973 | 0 |
Total operating costs and expenses | 833,380 | 702,455 | 1,829,842 | 1,377,858 |
Operating loss | (107,019) | (13,770) | (419,357) | (47,953) |
Interest expense | (1,555) | (3,237) | (3,772) | (6,504) |
Other (expense) income, net | (21,569) | 33,982 | (79,017) | 28,565 |
(Loss) earnings before income taxes | (130,143) | 16,975 | (502,146) | (25,892) |
Income tax benefit | 36,079 | 5,046 | 77,511 | 34,240 |
Net (loss) earnings | (94,064) | 22,021 | (424,635) | 8,348 |
Net (earnings) loss attributable to noncontrolling interests | (2,053) | (8,232) | 319 | (8,806) |
Net (loss) earnings attributable to IAC shareholders | $ (96,117) | $ 13,789 | $ (424,316) | $ (458) |
Per share information attributable to IAC shareholders: | ||||
Basic (loss) earnings per share (USD per share) | $ (1.13) | $ 0.16 | $ (4.98) | $ (0.01) |
Diluted (loss) earnings per share (USD per share) | $ (1.13) | $ 0.16 | $ (4.98) | $ (0.01) |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 79,697 | $ 35,607 | $ 116,878 | $ 70,282 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 110 | 19 | 128 | 43 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 1,130 | 1,430 | 2,406 | 2,751 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 76,622 | 31,856 | 110,268 | 62,323 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 1,835 | $ 2,302 | $ 4,076 | $ 5,165 |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) earnings | $ (94,064) | $ 22,021 | $ (424,635) | $ 8,348 |
Other comprehensive income (loss), net of income taxes: | ||||
Change in foreign currency translation adjustment | 4,166 | (1,946) | (2,464) | 142 |
Change in unrealized gains and losses on available-for-sale marketable debt securities | 11 | 0 | (1) | (3) |
Total other comprehensive income (loss), net of income taxes | 4,177 | (1,946) | (2,465) | 139 |
Comprehensive (loss) income, net of income taxes | (89,887) | 20,075 | (427,100) | 8,487 |
Components of comprehensive (income) loss attributable to noncontrolling interests: | ||||
Net (earnings) loss attributable to noncontrolling interests | (2,053) | (8,232) | 319 | (8,806) |
Change in foreign currency translation adjustment attributable to noncontrolling interests | (22) | 597 | 957 | 134 |
Change in unrealized gains and losses of available-for-sale marketable debt securities attributable to noncontrolling interests | 0 | 0 | 0 | 1 |
Comprehensive (income) loss attributable to noncontrolling interests | (2,075) | (7,635) | 1,276 | (8,671) |
Comprehensive (loss) income attributable to IAC shareholders | $ (91,962) | $ 12,440 | $ (425,824) | $ (184) |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | ANGI Homeservices | Redeemable Noncontrolling Interests | Total IAC Shareholders' Equity and Invested Capital | Total IAC Shareholders' Equity and Invested CapitalANGI Homeservices | Common StockCommon Stock, $0.001 par value | Common StockClass B Common Stock, $0.001 par value | Additional Paid-in-Capital | Invested Capital | Invested CapitalANGI Homeservices | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossANGI Homeservices | Noncontrolling Interests | Noncontrolling InterestsANGI Homeservices |
Balance at beginning of period at Dec. 31, 2018 | $ 65,687 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||
Net earnings | 5,902 | |||||||||||||
Other comprehensive loss, net of income taxes | (149) | |||||||||||||
Stock-based compensation expense | 77 | |||||||||||||
Purchase of redeemable noncontrolling interests | (6,121) | |||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 10,138 | |||||||||||||
Other | (34) | |||||||||||||
Balance at end of period at Jun. 30, 2019 | 79,467 | |||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 2,684,400 | $ (12,541) | $ 400,358 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net earnings | 2,446 | 2,904 | ||||||||||||
Other comprehensive loss, net of income taxes | 288 | 274 | 14 | |||||||||||
Stock-based compensation expense | 70,205 | 36,725 | ||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (10,138) | |||||||||||||
Net decrease in Old IAC's investment in the Company prior to the Separation | (33,938) | |||||||||||||
Balance at end of period at Jun. 30, 2019 | 2,687,025 | (12,258) | 451,491 | |||||||||||
Balance at beginning of period at Mar. 31, 2019 | 71,914 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||
Net earnings | 6,953 | |||||||||||||
Other comprehensive loss, net of income taxes | (335) | |||||||||||||
Stock-based compensation expense | 35 | |||||||||||||
Purchase of redeemable noncontrolling interests | (2,939) | |||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (104) | |||||||||||||
Other | (24) | |||||||||||||
Balance at end of period at Jun. 30, 2019 | 79,467 | |||||||||||||
Balance at beginning of period at Mar. 31, 2019 | 2,660,873 | (10,913) | 430,609 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net earnings | 15,068 | 1,279 | ||||||||||||
Other comprehensive loss, net of income taxes | (1,611) | (1,347) | (264) | |||||||||||
Stock-based compensation expense | 35,572 | 17,485 | ||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 104 | |||||||||||||
Net decrease in Old IAC's investment in the Company prior to the Separation | (12,725) | |||||||||||||
Balance at end of period at Jun. 30, 2019 | 2,687,025 | (12,258) | 451,491 | |||||||||||
Balance at beginning of period at Dec. 31, 2019 | 43,818 | 43,818 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||
Net earnings | (1,205) | |||||||||||||
Other comprehensive loss, net of income taxes | (687) | |||||||||||||
Stock-based compensation expense | 15 | |||||||||||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 4,807 | |||||||||||||
Balance at end of period at Jun. 30, 2020 | 43,583 | 43,583 | ||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 3,005,146 | $ 2,535,025 | $ 0 | $ 0 | $ 0 | $ 2,547,251 | (12,226) | 470,121 | ||||||
Balance at beginning of period (shares) at Dec. 31, 2019 | 0 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net earnings | (423,430) | (424,316) | (424,316) | 886 | ||||||||||
Other comprehensive loss, net of income taxes | (1,778) | (1,508) | (1,508) | (270) | ||||||||||
Stock-based compensation expense | 113,709 | 72,891 | 72,891 | 40,818 | ||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (4,807) | (4,807) | (4,807) | |||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | $ (11,562) | $ 1,201 | $ 1,248 | $ (47) | $ (12,763) | |||||||||
Purchase of ANGI Homeservices treasury stock | (54,859) | (54,859) | (54,859) | |||||||||||
Net decrease in Old IAC's investment in the Company prior to the Separation | 1,685,995 | 1,685,995 | 1,685,995 | |||||||||||
Cash merger consideration paid by Old IAC in connection with the Separation | 837,913 | 837,913 | 837,913 | |||||||||||
Capitalization as a result of the Separation | $ 79 | $ 6 | 4,661,231 | (4,661,316) | ||||||||||
Capitalization as a result of the Separation (shares) | 79,343,000 | 5,789,000 | ||||||||||||
Balance at end of period at Jun. 30, 2020 | 5,146,327 | 4,647,535 | $ 79 | $ 6 | 4,661,231 | 0 | (13,781) | 498,792 | ||||||
Balance at end of period (shares) at Jun. 30, 2020 | 79,343,000 | 5,789,000 | ||||||||||||
Balance at beginning of period at Mar. 31, 2020 | 42,152 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||
Net earnings | (173) | |||||||||||||
Other comprehensive loss, net of income taxes | (786) | |||||||||||||
Adjustment of redeemable noncontrolling interests to fair value | 2,389 | |||||||||||||
Other | 1 | |||||||||||||
Balance at end of period at Jun. 30, 2020 | 43,583 | $ 43,583 | ||||||||||||
Balance at beginning of period at Mar. 31, 2020 | 4,396,852 | 3,917,240 | $ 0 | $ 0 | 0 | 3,935,166 | (17,926) | 479,612 | ||||||
Balance at beginning of period (shares) at Mar. 31, 2020 | 0 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net earnings | (93,891) | (96,117) | (96,117) | 2,226 | ||||||||||
Other comprehensive loss, net of income taxes | 4,963 | 4,155 | 4,155 | 808 | ||||||||||
Stock-based compensation expense | 80,109 | 61,502 | 61,502 | 18,607 | ||||||||||
Adjustment of redeemable noncontrolling interests to fair value | (2,389) | (2,389) | (2,389) | |||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (8,219) | (5,758) | (5,748) | $ (10) | $ (2,461) | |||||||||
Purchase of ANGI Homeservices treasury stock | $ (15,888) | $ (15,888) | $ (15,888) | |||||||||||
Net decrease in Old IAC's investment in the Company prior to the Separation | (53,123) | (53,123) | (53,123) | |||||||||||
Cash merger consideration paid by Old IAC in connection with the Separation | 837,913 | 837,913 | 837,913 | |||||||||||
Capitalization as a result of the Separation | $ 79 | $ 6 | 4,661,231 | (4,661,316) | ||||||||||
Capitalization as a result of the Separation (shares) | 79,343,000 | 5,789,000 | ||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 5,146,327 | $ 4,647,535 | $ 79 | $ 6 | $ 4,661,231 | $ 0 | $ (13,781) | $ 498,792 | ||||||
Balance at end of period (shares) at Jun. 30, 2020 | 79,343,000 | 5,789,000 |
COMBINED STATEMENT OF PARENT'S
COMBINED STATEMENT OF PARENT'S EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Total Old IAC Equity in IAC/InterActiveCorp | Invested Capital | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2018 | $ 65,687 | |||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net earnings | 5,902 | |||||
Other comprehensive loss, net of income taxes | (149) | |||||
Stock-based compensation expense | 77 | |||||
Purchase of redeemable noncontrolling interests | (6,121) | |||||
Adjustment of redeemable noncontrolling interests to fair value | 10,138 | |||||
Noncontrolling interests created in acquisitions | 3,967 | |||||
Other | (34) | |||||
Balance at end of period at Jun. 30, 2019 | 79,467 | |||||
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 earnings | 2,446 | (458) | (458) | 2,904 | ||
Other comprehensive loss, net of income taxes | 288 | 274 | 274 | 14 | ||
Stock-based compensation expense | 70,205 | 33,480 | 33,480 | 36,725 | ||
Adjustment of redeemable noncontrolling interests to fair value | (10,138) | (10,138) | (10,138) | |||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | (26,238) | (37,728) | (37,737) | 9 | 11,490 | |
Net decrease in Old IAC's investment in the Company prior to the Separation | (33,938) | (33,938) | (33,938) | |||
Balance at end of period at Jun. 30, 2019 | 2,687,025 | 2,235,534 | 2,247,792 | (12,258) | 451,491 | |
Balance at beginning of period at Mar. 31, 2019 | 71,914 | |||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net earnings | 6,953 | |||||
Other comprehensive loss, net of income taxes | (335) | |||||
Stock-based compensation expense | 35 | |||||
Purchase of redeemable noncontrolling interests | (2,939) | |||||
Adjustment of redeemable noncontrolling interests to fair value | (104) | |||||
Noncontrolling interests created in acquisitions | 3,967 | |||||
Other | (24) | |||||
Balance at end of period at Jun. 30, 2019 | 79,467 | |||||
Balance at beginning of period at Mar. 31, 2019 | 2,660,873 | 2,230,264 | 2,241,177 | (10,913) | 430,609 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 15,068 | 13,789 | 13,789 | 1,279 | ||
Other comprehensive loss, net of income taxes | (1,611) | (1,347) | (1,347) | (264) | ||
Stock-based compensation expense | 35,572 | 18,087 | 18,087 | 17,485 | ||
Adjustment of redeemable noncontrolling interests to fair value | 104 | 104 | 104 | |||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes | (10,256) | (12,638) | (12,640) | 2 | 2,382 | |
Net decrease in Old IAC's investment in the Company prior to the Separation | (12,725) | (12,725) | (12,725) | |||
Balance at end of period at Jun. 30, 2019 | 2,687,025 | $ 2,235,534 | $ 2,247,792 | (12,258) | 451,491 | |
Balance at beginning of period at Dec. 31, 2019 | 43,818 | 43,818 | ||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net earnings | (1,205) | |||||
Other comprehensive loss, net of income taxes | (687) | |||||
Stock-based compensation expense | 15 | |||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||
Adjustment of redeemable noncontrolling interests to fair value | 4,807 | |||||
Balance at end of period at Jun. 30, 2020 | 43,583 | 43,583 | ||||
Balance at beginning of period at Dec. 31, 2019 | 3,005,146 | (12,226) | 470,121 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | (423,430) | 886 | ||||
Other comprehensive loss, net of income taxes | (1,778) | (1,508) | (270) | |||
Stock-based compensation expense | 113,709 | 40,818 | ||||
Adjustment of redeemable noncontrolling interests to fair value | (4,807) | |||||
Net decrease in Old IAC's investment in the Company prior to the Separation | 1,685,995 | |||||
Balance at end of period at Jun. 30, 2020 | 5,146,327 | (13,781) | 498,792 | |||
Balance at beginning of period at Mar. 31, 2020 | 42,152 | |||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||
Net earnings | (173) | |||||
Other comprehensive loss, net of income taxes | (786) | |||||
Adjustment of redeemable noncontrolling interests to fair value | 2,389 | |||||
Other | 1 | |||||
Balance at end of period at Jun. 30, 2020 | 43,583 | $ 43,583 | ||||
Balance at beginning of period at Mar. 31, 2020 | 4,396,852 | (17,926) | 479,612 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | (93,891) | 2,226 | ||||
Other comprehensive loss, net of income taxes | 4,963 | 4,155 | 808 | |||
Stock-based compensation expense | 80,109 | 18,607 | ||||
Adjustment of redeemable noncontrolling interests to fair value | (2,389) | |||||
Net decrease in Old IAC's investment in the Company prior to the Separation | (53,123) | |||||
Balance at end of period at Jun. 30, 2020 | $ 5,146,327 | $ (13,781) | $ 498,792 |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net (loss) earnings | $ (424,635) | $ 8,348 |
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | ||
Stock-based compensation expense | 116,878 | 70,282 |
Amortization of intangibles | 72,062 | 41,567 |
Depreciation | 32,096 | 24,033 |
Bad debt expense | 41,900 | 33,229 |
Goodwill impairment | 211,973 | 0 |
Deferred income taxes | (50,145) | (36,585) |
Losses (gains) on equity securities, net | 76,191 | (31,195) |
Other adjustments, net | 10,505 | 15,147 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts receivable | (47,780) | (63,543) |
Other assets | (12,611) | 19,668 |
Accounts payable and other liabilities | 1,980 | (416) |
Income taxes payable and receivable | (5,508) | 1,831 |
Deferred revenue | 51,977 | 26,014 |
Net cash provided by operating activities | 74,883 | 108,380 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (529,174) | (197,267) |
Capital expenditures | (27,428) | (55,903) |
Proceeds from maturities of marketable debt securities | 50,000 | 25,000 |
Purchases of marketable securities | (489,486) | 0 |
Net proceeds from the sale of businesses and investments | 14,784 | 23,077 |
Decrease (increase) in notes receivable—related party | 54,828 | |
Decrease (increase) in notes receivable—related party | (13,500) | |
Other, net | (7,137) | (3,078) |
Net cash used in investing activities | (933,613) | (221,671) |
Cash flows from financing activities: | ||
Principal payments on ANGI Homeservices Term Loan | (6,875) | (6,875) |
Principal payments on related-party debt | 0 | (2,500) |
Purchase of ANGI Homeservices treasury stock | (54,400) | 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 | (11,494) | (26,245) |
Purchase of noncontrolling interests | (3,165) | (6,121) |
Cash merger consideration paid by Old IAC in connection with the Separation | 837,913 | 0 |
Transfers from (to) Old IAC for periods prior to the Separation | 1,706,479 | (51,796) |
Other, net | (466) | (3,745) |
Net cash provided by (used in) financing activities | 2,467,992 | (96,709) |
Total cash provided (used) | 1,609,262 | (210,000) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,245) | 139 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 1,608,017 | (209,861) |
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 | $ 2,448,749 | $ 676,975 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 ("Old IAC") entered into a Transaction Agreement (as amended as of April 28, 2020 and June 22, 2020, the "Transaction Agreement") with Match Group, Inc. ("Old MTCH"), IAC Holdings, Inc. ("New IAC" or the "Company"), a direct wholly owned subsidiary of Old IAC, and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of Old IAC. On June 30, 2020, the businesses of Old MTCH separated from the remaining businesses of Old IAC through a series of transactions that resulted in the pre-transaction stockholders of Old IAC owning shares in two, separate public companies—(1) Old IAC, which was renamed Match Group, Inc. ("New Match") and which owns the businesses of Old MTCH and certain Old IAC financing subsidiaries, and (2) New IAC, which was renamed IAC/InterActiveCorp, and which owns Old IAC's other businesses—and the pre-transaction stockholders of Old MTCH (other than Old IAC) owning shares in New Match. This transaction is referred to as the "Separation". 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. During the quarter ended June 30, 2020, the Company realigned its reportable segments as follows: • the ANGI Homeservices, Vimeo and Dotdash reportable segments remain unchanged; • Search, a new reportable segment, which includes Ask Media Group, which was previously a separate reportable segment (and was reported in the Emerging & Other segment in the financial statements of Old IAC prior to the Match Separation), and Desktop, which was previously included in the Applications reportable segment; and • Emerging & Other, which consists of Care.com, Mosaic Group, which was previously included in the Applications reportable segment, Bluecrew, Nursefly, The Daily Beast, IAC Films and, for periods prior to its sale on March 16, 2020 , College Humor Media. Basis of Presentation As used herein, ‘‘IAC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’ and similar terms refer to IAC/InterActiveCorp and the businesses comprising IAC (unless the context requires otherwise). The Company prepares its consolidated and combined financial statements (collectively referred to herein as "financial statements") in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’). The Company's financial statements were prepared on a consolidated basis beginning June 30, 2020 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization, including the contribution of all the entities that comprise the Company following the Separation, were not completed until June 30, 2020. The preparation of the financial statements on a combined basis for periods prior to June 30, 2020 allows for the financial statements to be presented on a consistent basis for all periods presented. The historical combined financial statements of the Company have been derived from the consolidated financial statements and accounting records of Old IAC. The combined financial statements reflect the historical financial position, results of operations and cash flows of the entities comprising the Company since their respective dates of acquisition by Old IAC and the allocation to the Company of certain Old IAC corporate expenses based on the historical financial statements and accounting records of Old IAC through June 30, 2020. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. For the purpose of the combined financial statements, income taxes have been computed as if the entities comprising the Company filed tax returns on a standalone, separate basis for periods prior to the Separation. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) the Company and (ii) Old IAC and its subsidiaries for periods prior to the Separation 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 statement of cash flows as a financing activity and in the balance sheet as ‘‘Invested capital.’’ In management’s opinion, the assumptions underlying the historical financial statements of the Company, including the basis on which the expenses have been allocated from Old 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 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 ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited 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 financial statements should be read in conjunction with the annual audited financial statements of the Company and notes thereto for the year ended December 31, 2019 filed on Form S-4/A with the SEC on April 28, 2020. COVID-19 Update The impact on the Company from the COVID-19 outbreak, which has been declared a "pandemic" by the World Health Organization, has been varied. 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, discretionary 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. In March 2020, the Company's ANGI Homeservices business experienced a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects). In the second quarter of 2020, ANGI Homeservices experienced a rebound in service requests, exceeding pre-COVID-19 growth levels, driven by increased demand from homeowners who spent more time at home due to measures taken to reduce the spread of COVID-19. However, many service professionals' businesses have been adversely impacted by labor and material constraints, which negatively impacted ANGI Homeservices' ability to monetize this increased level of service requests. Vimeo has seen strong revenue growth as the demand for communication via video has increased due to the pandemic. The Search segment has experienced a significant decline in revenue due, in part, to the decrease in advertising rates due to the impact of COVID-19. In addition, the United States, which represents 81% and 80% of the Company's revenue for the three and six months ended June 30, 2020, respectively, has experienced a resurgence of the COVID-19 virus beginning in June 2020. This resurgence could materially and adversely affect our business, financial condition and results of operations. In the quarter ended March 31, 2020, the Company determined that the effects of COVID-19 were an indicator of possible impairment for certain of its assets 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. There were no impairments identified during the three months ended June 30, 2020 . Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its 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 and equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses; 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 building, capitalized software, leasehold improvements 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 consolidated and 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 during the six months ended June 30, 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 balance sheet. At June 30, 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 10—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 changed for HomeAdvisor pre-priced jobs and will be later than consumer connection revenue 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 $15.3 million and $30.5 million during the three and six months ended June 30, 2020 , respectively. 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 six months ended June 30, 2020 , the Company recognized $138.0 million of revenue that was included in the deferred revenue balance as of December 31, 2019 . During the six months ended June 30, 2019 , the Company recognized $115.9 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 June 30, 2020 are $242.8 million and $1.5 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying 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 initial customer relationship period is greater than one year is $53.7 million and $42.4 million at June 30, 2020 and December 31, 2019 , respectively. The current and non-current capitalized sales commissions balances are included in "Other current assets" and "Other non-current assets" in the accompanying balance sheet and are $46.1 million and $7.6 million , and $36.1 million and $6.2 million , at June 30, 2020 and December 31, 2019, respectively. Credit Losses and Revenue Reserve The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2020 : June 30, 2020 (In thousands) Balance at January 1 $ 20,257 Current period provision for credit losses 41,900 Write-offs charged against the allowance (34,633 ) Recoveries collected 1,297 Balance at June 30 $ 28,821 The revenue reserve was $4.6 million and $3.9 million at June 30, 2020 and December 31, 2019 , respectively. The total allowance for credit losses and revenue reserve was $33.4 million and $24.1 million as of June 30, 2020 and December 31, 2019 , respectively. Certain Risks and Concentrations—Services Agreement with Google (the "Services Agreement") 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 and six months ended June 30, 2020 , total revenue earned from Google was $114.5 million and $253.5 million , representing 16% and 18% , respectively, of the Company's revenue. For the three and six months ended June 30, 2019 , total revenue earned from Google was $196.4 million and $392.3 million , both representing 29% , of the Company's combined revenue. Accounts receivable related to revenue earned from Google totaled $42.4 million and $53.0 million at June 30, 2020 and December 31, 2019 , respectively. Revenue attributable to the Services Agreement is earned by the Desktop business and Ask Media Group within the Search segment. For the three and six months ended June 30, 2020 , revenue from the Services Agreement of $37.2 million and $83.3 million , respectively, was earned within the Desktop business and $67.0 million and $147.5 million, respectively, within Ask Media Group. For the three and six months ended June 30, 2019, revenue from the Services Agreement of $78.1 million and $166.1 million , respectively, was earned within the Desktop business and $104.0 million and $198.8 million , respectively, within Ask Media Group. The Services Agreement expires on March 31, 2023; provided that during September 2020 and during each September thereafter, either party may, after discussion with the other party, terminate the Services Agreement, effective on September 30 of the year following the year such notice is given. The 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 financial condition and results of operations, particularly the businesses in our Search segment. 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. Google announced an industry-wide Google Chrome Web Store policy change that will be effective on August 27, 2020. The change will reduce the number and type of toolbar browser extensions. This policy change is expected to negatively impact the revenue of Desktop’s existing installed base of toolbars and this impact may be material to the Desktop business. The Company will assess the impact of the policy change for possible impairments of the Desktop reporting unit and the related indefinite-lived intangible asset in the third quarter of 2020. 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. 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 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 financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is included within Old IAC’s tax group for purposes of federal and consolidated state income tax return filings through June 30, 2020 . In all periods presented, current and deferred income tax benefit/provision have been computed for the Company on an as if standalone, separate return basis and payments to and refunds from Old IAC for the Company’s share of Old 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 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 three and six months ended June 30, 2020 using the estimated annual effective tax rate method described above. We have used the discrete effective tax rate method to calculate domestic taxes for the three and six months ended June 30, 2019 because small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate. For the three and six months ended June 30, 2020 , the Company recorded an income tax benefit of $36.1 million and $77.5 million respectively, which represents an effective income tax rate of 28% and 15% , respectively. For the three months ended June 30, 2020 , 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 and the recognition of amortizable tax basis for certain assets related to an intercompany transaction, partially offset by an unbenefited unrealized loss related to our investment in MGM Resorts International ("MGM"). For the six months ended June 30, 2020 , the effective income tax rate is lower than the statutory rate of 21% due primarily to the non-deductible portion of the Desktop goodwill impairment charge and unbenefited losses related to other investment impairments, partially offset by a revaluation of net operating loss deferred taxes due to the CARES Act and excess tax benefits generated by the exercise and vesting of stock-based awards. For the three and six months ended June 30, 2019 , the Company recorded an income tax benefit of $5.0 million and $34.2 million respectively, due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards. As a result of the Separation, the Company's net deferred tax liability was adjusted via invested capital for tax attributes allocated to it from the Old IAC consolidated federal and state tax filings. The allocation of tax attributes that was recorded as of June 30, 2020, is preliminary. Any subsequent adjustment to allocated tax attributes will be recorded as an adjustment to deferred taxes and additional paid-in capital. 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 Old 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 Old IAC’s federal income tax returns for the years ended December 31, 2010 through 2016, which includes the operations of the Company. The IRS began its audit of the year ended December 31, 2017 in the second quarter of 2020. The statute of limitations for the years 2010 through 2012 and for the years 2013 through 2016 has been extended to May 31, 2021 and March 31, 2021, respectively. 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 the 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 June 30, 2020 and December 31, 2019 , unrecognized tax benefits, including interest and penalties, are $18.8 million and $20.3 million , respectively. Unrecognized tax benefits, including interest and penalties, at June 30, 2020 decreased by $1.5 million due primarily to the effective settlement of certain prior year tax positions with the IRS relating to research credits, partially offset by an allocation of unrecognized tax benefits in the Separation. If unrecognized tax benefits at June 30, 2020 are subsequently recognized, $17.3 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 $6.1 million by March 31, 2021, due primarily to expirations of statutes of limitations and other settlements, all of which would reduce the income tax provision. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION Care.com On February 11, 2020, the Company acquired 100% of Care.com, a leading global platform for finding and managing family care, for a total purchase price of $626.9 million , which includes cash consideration of $587.0 million paid by the Company and the settlement of all outstanding vested employee equity awards for $40.0 million paid by Care.com prior to the completion of the acquisition. The Company's purchase accounting is not yet complete and is not expected to be finalized until the first quarter of 2021; the allocation of purchase price to the fair value of assets acquired and liabilities assumed is preliminary and subject to revision. 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 $ 57,702 Short-term investments 20,000 Accounts receivable 20,292 Other current assets 7,543 Property and equipment 2,894 Goodwill 415,504 Intangible assets 144,800 Other non-current assets 30,444 Total assets 699,179 Deferred revenue (13,422 ) Other current liabilities (38,784 ) Deferred income taxes (33,960 ) Other non-current liabilities (26,039 ) Net assets acquired $ 586,974 The Company acquired Care.com because it is complementary to other marketplace businesses of 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 $ 59,300 Indefinite Developed technology 49,500 5 Customer relationships 35,200 2 - 5 Provider relationships 800 4 Total identifiable intangible assets acquired $ 144,800 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. The financial results of Care.com are included in the Company's financial statements, within the Emerging & Other segment, beginning February 11, 2020. For the three and six months ended June 30, 2020 , the Company included $48.0 million and $66.5 million of revenue, respectively, and $3.7 million and $15.9 million of net loss, respectively, in its statement of operations related to Care.com. For the three and six months ended June 30, 2020, the net loss of Care.com reflects a reduction in revenue of $4.6 million and $13.3 million due to the write-off of deferred revenue due to purchase accounting fair value adjustments, respectively, and $2.2 million and $7.0 million , respectively, in transaction-related costs, including severance. Unaudited pro forma financial information The unaudited pro forma financial information in the table below presents the 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 occurred on January 1, 2019. For the three and six months ended June 30, 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 $2.2 million and $63.1 million , respectively, because they are one-time in nature and will not have a continuing impact on operations and an increase in revenue of $4.5 million and $13.2 million , respectively, related to deferred revenue written off as a part of the acquisition. For the three and six months ended June 30, 2019 , pro forma adjustments include an increase in amortization of intangibles of $5.1 million and $9.1 million , respectively, and a decrease in revenue of $1.9 million and $9.5 million , respectively, related to the deferred revenue written off as a part of the acquisition. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue $ 730,906 $ 737,774 $ 1,449,669 $ 1,424,678 Net loss attributable to IAC shareholders $ (91,101 ) $ (5,732 ) $ (412,056 ) $ (30,437 ) Basic and diluted loss per share attributable to IAC shareholders $ (1.07 ) $ (0.07 ) $ (4.84 ) $ (0.36 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net are as follows: June 30, December 31, 2020 2019 (In thousands) Goodwill $ 1,818,860 $ 1,616,867 Intangible assets with indefinite lives 256,221 225,296 Intangible assets with definite lives, net of accumulated amortization 172,248 124,854 Total goodwill and intangible assets, net $ 2,247,329 $ 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 six months ended June 30, 2020 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 884,296 $ — $ — $ — $ (1,554 ) $ 882,742 Vimeo 219,374 — (38 ) — — 219,336 Search 265,146 — — (211,973 ) — 53,173 Emerging & Other 248,051 415,504 — — 54 663,609 Total $ 1,616,867 $ 415,504 $ (38 ) $ (211,973 ) $ (1,500 ) $ 1,818,860 Additions are related to the acquisition of Care.com (included in the Emerging & Other segment). In the quarter ended March 31, 2020, 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 and identified the following impairments: • a $212.0 million impairment related to the goodwill of the Desktop reporting unit (included in the Search segment) and • a $21.4 million impairment related to certain indefinite-lived intangible assets of the Desktop reporting unit (included in the Search segment). At June 30, 2020 , the Company determined that the effects of COVID-19 continued to be an indicator of possible impairment for certain of its reporting units and indefinite-lived intangible assets; however, the Company concluded that it was not more likely than not that an impairment existed for its indefinite-lived intangible assets. The June 30, 2020 fair values of the Desktop reporting unit and the Mosaic Group reporting unit (included in the Emerging & Other segment) approximate their carrying values of $53.2 million and $239.7 million , respectively. To the extent there is a decline in the fair value of these reporting units below their carrying values, a goodwill impairment would be recorded to the extent the carrying value exceeds the fair value. The fair values 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 $708.3 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 Search 265,146 — — — — 265,146 Emerging & Other 246,748 4,765 — (3,318 ) (144 ) 248,051 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 June 30, 2020 goodwill balances reflect accumulated impairment losses of $928.1 million and $198.3 million at Search and Dotdash, respectively. The December 31, 2019 goodwill balances reflect accumulated impairment losses of $716.2 million and $198.3 million at Search and Dotdash, respectively, and $14.9 million related to College Humor Media (included in the Emerging & Other segment), which was sold on March 16, 2020 . As described above, the Company updated its calculations of the fair value for certain of its indefinite-lived intangible assets as of March 31, 2020 and 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 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 $70.1 million . At June 30, 2020 and December 31, 2019 , intangible assets with definite lives are as follows: June 30, 2020 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 194,779 $ (90,196 ) $ 104,583 4.6 Service professional relationships 100,212 (91,647 ) 8,565 3.0 Customer lists and user base 79,597 (30,941 ) 48,656 3.5 Trade names 23,195 (15,862 ) 7,333 2.4 Memberships 15,900 (14,590 ) 1,310 3.0 Other 10,439 (8,638 ) 1,801 3.4 Total $ 424,122 $ (251,874 ) $ 172,248 3.8 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 June 30, 2020 , amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2020 $ 39,609 2021 47,508 2022 41,721 2023 27,861 2024 12,801 Thereafter 2,748 Total $ 172,248 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Marketable Securities At June 30, 2020 , the fair value of marketable securities are as follows: June 30, 2020 (In thousands) Marketable equity security $ 394,010 Available-for-sale marketable debt securities 74,980 Total marketable securities $ 468,990 The Company did no t hold any marketable securities at December 31, 2019 . During the second quarter of 2020 , the Company purchased 23.5 million shares of MGM. The fair value of the investment in MGM is remeasured each reporting period and any unrealized gains or losses are included in "Other (expense) income, net" in the accompanying statement of operations. For both the three and six months ended June 30, 2020 , the Company recognized an unrealized loss of $24.7 million on its investment in MGM. At June 30, 2020 , current available-for-sale marketable debt securities are as follows: Amortized Gross Gross Fair Value (In thousands) Treasury discount notes $ 74,981 $ — $ (1 ) $ 74,980 Total available-for-sale marketable debt securities $ 74,981 $ — $ (1 ) $ 74,980 The contractual maturities of debt securities classified as current available-for-sale at June 30, 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 June 30, 2020 . Equity Securities Without Readily Determinable Fair Values At June 30, 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 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) income, net" in the accompanying statement of operations. The following table presents a summary of unrealized gains and losses recorded in "Other (expense) income, net," as adjustments to the carrying value of equity securities without readily determinable fair values held as of June 30, 2020 and 2019 . Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Upward adjustments (gross unrealized gains) $ — $ — $ — $ — Downward adjustments including impairment (gross unrealized losses) — (500 ) (51,484 ) (650 ) Total $ — $ (500 ) $ (51,484 ) $ (650 ) The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at June 30, 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 and six months ended June 30, 2020 and 2019 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Realized (losses) gains, net, for equity securities sold $ (1 ) $ 2,104 $ 11 $ 2,014 Unrealized (losses) gains, net, on equity securities held (24,718 ) 29,330 (76,202 ) 29,180 Total (losses) gains, net recognized in other (expense) income, net $ (24,719 ) $ 31,434 $ (76,191 ) $ 31,194 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: June 30, 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 $ 1,348,200 $ — $ — $ 1,348,200 Treasury discount notes — 724,935 — 724,935 Time deposits — 42,969 — 42,969 Short-term investments — 20,000 — 20,000 Marketable securities: Marketable equity security 394,010 — — 394,010 Treasury discount notes — 74,980 — 74,980 Other non-current assets: Warrant — — 7,079 7,079 Total $ 1,742,210 $ 862,884 $ 7,079 $ 2,612,173 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 June 30, 2020 2019 Warrant Contingent Contingent (In thousands) Balance at April 1 $ 6,489 $ (636 ) $ (28,186 ) Total net gains (losses): Included in earnings: Fair value adjustments 590 636 (1,617 ) Balance at June 30 $ 7,079 $ — $ (29,803 ) Six Months Ended June 30, 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 (1,416 ) 6,918 (3,146 ) Fair value at date of acquisition — (1,000 ) — Settlements — 1,000 — Balance at June 30 $ 7,079 $ — $ (29,803 ) 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) income, net" in the accompanying 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 balance sheet. Contingent Consideration Arrangements At June 30, 2020 , the Company has one outstanding contingent consideration arrangement related to a business acquisition. The maximum contingent payments related to this arrangement for periods subsequent to December 31, 2019 is $30.0 million . The potential earnout payment for the year ended December 31, 2019 was $15.0 million but the financial performance threshold that would have triggered that payment was not achieved. At June 30, 2020, the Company does not expect to make any payments related to this contingent consideration arrangement. 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 and settled 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 financial statements. 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 statement of operations. There is no contingent consideration liability outstanding at June 30, 2020. The contingent consideration arrangement liability at December 31, 2019 includes a non-current portion of $6.9 million and, is included in “Other long-term liabilities” in the accompanying 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 building, capitalized software, leasehold improvements 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 during the first quarter of 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: June 30, 2020 December 31, 2019 Carrying Fair Carrying Fair (In thousands) Notes receivable—related party, current $ — $ — $ 55,251 $ 55,251 Current portion of long-term debt $ (13,750 ) $ (13,750 ) $ (13,750 ) $ (13,681 ) Long-term debt, net (a) $ (225,336 ) $ (226,875 ) $ (231,946 ) $ (232,581 ) _____________________ (a) At June 30, 2020 and December 31, 2019 , the carrying value of long-term debt, net includes unamortized debt issuance costs of $1.5 million and $1.8 million , respectively . At June 30, 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 | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of: June 30, 2020 December 31, 2019 (In thousands) ANGI Term Loan due November 5, 2023 $ 240,625 $ 247,500 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,539 1,804 Total long-term debt, net $ 225,336 $ 231,946 ANGI Term Loan and ANGI Credit Facility The outstanding balance of the term loan ("ANGI Term Loan") was $240.6 million and $247.5 million at June 30, 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 June 30, 2020 and December 31, 2019 , the ANGI Term Loan bore interest at LIBOR plus 1.50% , or 1.70% 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 June 30, 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 June 30, 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 June 30, 2020 and December 31, 2019 . Any future borrowings under the ANGI Credit Facility would 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 At June 30, 2020 , IAC Group, LLC ("IAC Group"), a subsidiary of the Company, had a $250 million revolving credit facility (the "IAC Group Credit Facility"), that expires on November 5, 2023 . At June 30, 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 June 30, 2020 and December 31, 2019 . Any future borrowings under the IAC Group Credit Facility would 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 ANGI owned by IAC Group. Long-term Debt Maturities Long-term debt maturities as of June 30, 2020 are summarized in the table below: (In thousands) Remainder of 2020 $ 6,875 2021 13,750 2022 27,500 2023 192,500 Total 240,625 Less: current portion of long-term debt 13,750 Less: unamortized debt issuance costs 1,539 Total long-term debt, net $ 225,336 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Description of Common Stock and Class B Convertible Common Stock Except as described herein, shares of IAC common stock and IAC Class B common stock are identical. Each holder of shares of IAC common stock and IAC Class B common stock vote together as a single class with respect to matters that may be submitted to a vote or for the consent of IAC's shareholders generally, including the election of directors. In connection with any such vote, each holder of IAC common stock is entitled to one vote for each share of IAC common stock held and each holder of IAC Class B common stock is entitled to ten votes for each share of IAC Class B common stock held. Notwithstanding the foregoing, the holders of shares of IAC common stock, acting as a single class, are entitled to elect 25% of the total number of IAC's directors, and, in the event that 25% of the total number of directors shall result in a fraction of a director, then the holders of shares of IAC common stock, acting as a single class, are entitled to elect the next higher whole number of IAC's directors. In addition, Delaware law requires that certain matters be approved by the holders of shares of IAC common stock or holders of IAC Class B common stock voting as a separate class. Shares of IAC Class B common stock are convertible into shares of IAC common stock at the option of the holder thereof, at any time, on a share-for-share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of IAC by means of a stock dividend on, or a stock split or combination of, outstanding shares of IAC common stock or IAC Class B common stock, or in the event of any merger, consolidation or other reorganization of IAC with another corporation. Upon the conversion of shares of IAC Class B common stock into shares of IAC common stock, those shares of IAC Class B common stock will be retired and will not be subject to reissue. Shares of IAC common stock are not convertible into shares of IAC Class B common stock. The holders of shares of IAC common stock and the holders of shares of IAC Class B common stock are entitled to receive, share for share, such dividends as may be declared by IAC's Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution, distribution of assets or winding-up of IAC, the holders of shares of IAC common stock and the holders of shares of IAC Class B common stock are entitled to receive, share for share, all the assets of IAC available for distribution to its stockholders, after the rights of the holders of any IAC preferred stock have been satisfied. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive loss: Three Months Ended June 30, 2020 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of April 1 $ (17,914 ) $ (12 ) $ (17,926 ) Other comprehensive income before reclassifications 4,288 11 4,299 Amounts reclassified to earnings (144 ) — (144 ) Net current period other comprehensive income 4,144 11 4,155 Allocation of accumulated other comprehensive loss related to noncontrolling interests (10 ) — (10 ) Balance as of June 30 $ (13,780 ) $ (1 ) $ (13,781 ) Three Months Ended June 30, 2019 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of April 1 $ (10,911 ) $ (2 ) $ (10,913 ) Other comprehensive (loss) income (1,349 ) 2 (1,347 ) Allocation of accumulated other comprehensive income related to noncontrolling interests 2 — 2 Balance as of June 30 $ (12,258 ) $ — $ (12,258 ) Six Months Ended June 30, 2020 Foreign Currency Translation Adjustment Unrealized Gains (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 before reclassifications (1,363 ) (1 ) (1,364 ) Amounts reclassified to earnings (144 ) — (144 ) Net current period other comprehensive loss (1,507 ) (1 ) (1,508 ) Allocation of accumulated other comprehensive loss related to noncontrolling interests (47 ) — (47 ) Balance as of June 30 $ (13,780 ) $ (1 ) $ (13,781 ) Six Months Ended June 30, 2019 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (12,543 ) $ 2 $ (12,541 ) Other comprehensive income (loss) 276 (2 ) 274 Allocation of accumulated other comprehensive income related to the noncontrolling interests 9 — 9 Balance as of June 30 $ (12,258 ) $ — $ (12,258 ) The amount reclassified out of foreign currency translation adjustment into earnings for the three and six months ended June 30, 2020 relate to the liquidation of an international subsidiary. At both June 30, 2020 and 2019 , there was no tax benefit or provision on the accumulated other comprehensive loss. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | (LOSS) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share attributable to IAC shareholders: Three Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (94,064 ) $ (94,064 ) $ 22,021 $ 22,021 Net earnings attributable to noncontrolling interests (2,053 ) (2,053 ) (8,232 ) (8,232 ) Impact from public subsidiary dilutive securities (b) — — — — Net (loss) earnings attributable to IAC shareholders $ (96,117 ) $ (96,117 ) $ 13,789 $ 13,789 Denominator: Weighted average basic shares outstanding 85,132 85,132 85,132 85,132 Dilutive securities (a) (b) (c) — — — — Denominator for earnings per share—weighted average shares (a) (b) (c) 85,132 85,132 85,132 85,132 (Loss) earnings per share attributable to IAC shareholders: (Loss) earnings per share $ (1.13 ) $ (1.13 ) $ 0.16 $ 0.16 Six Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (424,635 ) $ (424,635 ) $ 8,348 $ 8,348 Net loss (earnings) attributable to noncontrolling interests 319 319 (8,806 ) (8,806 ) Impact from public subsidiary dilutive securities (b) — — — — Net loss attributable to IAC shareholders $ (424,316 ) $ (424,316 ) $ (458 ) $ (458 ) Denominator: Weighted average basic shares outstanding 85,132 85,132 85,132 85,132 Dilutive securities (a) (b) (c) — — — — Denominator for earnings per share—weighted average shares (a) (b) (c) 85,132 85,132 85,132 85,132 Loss per share attributable to IAC shareholders: Loss per share $ (4.98 ) $ (4.98 ) $ (0.01 ) $ (0.01 ) _____________________ (a) For the three and six months ended June 30, 2020 , the Company had a loss from operations and as a result, approximately 5.7 million potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. (b) IAC has the option to settle certain ANGI stock-based awards in its shares. The Company had a loss from operations, therefore, the impact on earnings related to ANGI's dilutive securities under the if-converted method are excluded as the impact is anti-dilutive. (c) The Company computed basic and diluted earnings per share for periods prior to the Separation using the shares issued on June 30, 2020 in connection with the Separation. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 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 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue: ANGI Homeservices $ 375,061 $ 343,896 718,711 647,339 Vimeo 67,334 45,713 124,302 89,294 Dotdash 44,621 37,728 88,741 71,689 Search 131,263 193,900 285,682 389,944 Emerging & Other 108,127 67,579 193,169 131,832 Inter-segment eliminations (45 ) (131 ) (120 ) (193 ) Total $ 726,361 $ 688,685 $ 1,410,485 $ 1,329,905 The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) ANGI Homeservices Marketplace: Consumer connection revenue (a) $ 272,649 $ 241,236 $ 512,479 $ 442,818 Service professional membership subscription revenue 13,017 16,302 26,794 32,702 Other revenue 7,507 3,753 12,676 6,271 Total Marketplace revenue 293,173 261,291 551,949 481,791 Advertising and other revenue 64,244 63,109 129,600 124,603 Total North America revenue 357,417 324,400 681,549 606,394 Consumer connection revenue 13,945 15,232 29,634 32,355 Service professional membership subscription revenue 3,215 3,613 6,514 7,355 Advertising and other revenue 484 651 1,014 1,235 Total Europe revenue 17,644 19,496 37,162 40,945 Total ANGI Homeservices revenue $ 375,061 $ 343,896 $ 718,711 $ 647,339 (a) Includes fees paid by service professionals for consumer matches and revenue from pre-priced jobs sourced through the HomeAdvisor and Handy platforms. Vimeo Platform revenue $ 67,334 $ 45,713 $ 124,302 $ 87,015 Hardware revenue — — — 2,279 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Total Vimeo revenue $ 67,334 $ 45,713 $ 124,302 $ 89,294 Dotdash Display advertising revenue $ 26,601 $ 29,005 $ 56,490 $ 55,013 Performance marketing revenue 18,020 8,723 32,251 16,676 Total Dotdash revenue $ 44,621 $ 37,728 $ 88,741 $ 71,689 Search Advertising revenue Google advertising revenue: $ 105,283 $ 182,437 $ 232,080 $ 365,815 Non-Google advertising revenue 21,331 7,509 44,707 15,536 Total advertising revenue 126,614 189,946 276,787 381,351 Other revenue 4,649 3,954 8,895 8,593 Total Search revenue $ 131,263 $ 193,900 $ 285,682 $ 389,944 Emerging & Other Subscription revenue $ 76,141 $ 46,644 $ 144,425 $ 91,678 Marketplace revenue 28,387 11,833 39,150 21,689 Advertising revenue: Non-Google advertising revenue 2,502 5,920 6,215 10,751 Google advertising revenue 511 1,003 1,345 2,028 Total advertising revenue 3,013 6,923 7,560 12,779 Other revenue 586 2,179 2,034 5,686 Total Emerging & Other revenue $ 108,127 $ 67,579 $ 193,169 $ 131,832 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue: United States $ 587,768 $ 534,752 $ 1,125,111 $ 1,020,434 All other countries 138,593 153,933 285,374 309,471 Total $ 726,361 $ 688,685 $ 1,410,485 $ 1,329,905 June 30, December 31, (In thousands) Long-lived assets (excluding goodwill, intangible assets and ROU assets): United States $ 259,393 $ 297,433 All other countries 9,828 7,981 Total $ 269,221 $ 305,414 The following tables present operating (loss) income and Adjusted EBTIDA by reportable segment: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Operating (loss) income: ANGI Homeservices $ 17,644 $ 11,403 1,348 7,762 Vimeo (7,736 ) (11,616 ) (22,325 ) (29,400 ) Dotdash 7,676 7,010 10,087 10,057 Search 8,781 31,705 (211,782 ) 71,793 Emerging & Other (8,986 ) (12,527 ) (26,856 ) (29,779 ) Corporate (124,398 ) (39,745 ) (169,829 ) (78,386 ) Total $ (107,019 ) $ (13,770 ) $ (419,357 ) $ (47,953 ) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Adjusted EBITDA (b) : ANGI Homeservices $ 57,936 $ 51,432 $ 92,333 $ 88,611 Vimeo $ (4,719 ) $ (9,464 ) $ (16,127 ) $ (25,664 ) Dotdash $ 12,112 $ 8,375 $ 19,123 $ 15,525 Search $ 9,444 $ 32,191 $ 22,574 $ 72,805 Emerging & Other $ (2,628 ) $ (8,389 ) $ (22,587 ) $ (21,410 ) Corporate $ (57,196 ) $ (18,572 ) $ (88,582 ) $ (38,792 ) _____________________ (b) 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 shareholders to Adjusted EBITDA: Three Months Ended June 30, 2020 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 17,644 $ 14,759 $ 12,555 $ 12,978 $ — $ 57,936 Vimeo (7,736 ) $ — $ 102 $ 2,915 $ — $ (4,719 ) Dotdash 7,676 $ — $ 617 $ 3,819 $ — $ 12,112 Search 8,781 $ — $ 663 $ — $ — $ 9,444 Emerging & Other (8,986 ) $ 25 $ 378 $ 6,591 $ (636 ) $ (2,628 ) Corporate (124,398 ) $ 64,913 $ 2,289 $ — $ — $ (57,196 ) Total (107,019 ) Interest expense (1,555 ) Other expense, net (21,569 ) Loss before income taxes (130,143 ) Income tax benefit 36,079 Net loss (94,064 ) Net earnings attributable to noncontrolling interests (2,053 ) Net loss attributable to IAC shareholders $ (96,117 ) Three Months Ended June 30, 2019 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 11,403 $ 17,520 $ 8,796 $ 13,713 $ — $ 51,432 Vimeo (11,616 ) $ — $ 132 $ 2,020 $ — $ (9,464 ) Dotdash 7,010 $ — $ 218 $ 1,147 $ — $ 8,375 Search 31,705 $ — $ 486 $ — $ — $ 32,191 Emerging & Other (12,527 ) $ — $ 175 $ 2,346 $ 1,617 $ (8,389 ) Corporate (39,745 ) $ 18,087 $ 3,086 $ — $ — $ (18,572 ) Total (13,770 ) Interest expense (3,237 ) Other income, net 33,982 Earnings before income taxes 16,975 Income tax benefit 5,046 Net earnings 22,021 Net earnings attributable to noncontrolling interests (8,232 ) Net earnings attributable to IAC shareholders $ 13,789 Six Months Ended June 30, 2020 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Goodwill impairment Adjusted (In thousands) ANGI Homeservices $ 1,348 $ 40,334 $ 24,693 $ 25,958 $ — $ — $ 92,333 Vimeo (22,325 ) $ — $ 160 $ 6,038 $ — $ — $ (16,127 ) Dotdash 10,087 $ — $ 827 $ 8,209 $ — $ — $ 19,123 Search (211,782 ) $ — $ 983 $ 21,400 $ — $ 211,973 $ 22,574 Emerging & Other (26,856 ) $ 50 $ 680 $ 10,457 $ (6,918 ) $ — $ (22,587 ) Corporate (169,829 ) $ 76,494 $ 4,753 $ — $ — $ — $ (88,582 ) Total (419,357 ) Interest expense (3,772 ) Other expense, net (79,017 ) Loss before income taxes (502,146 ) Income tax benefit 77,511 Net loss (424,635 ) Net loss attributable to noncontrolling interests 319 Net loss attributable to IAC shareholders $ (424,316 ) Six Months Ended June 30, 2019 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 7,762 $ 36,802 $ 15,795 $ 28,252 $ — $ 88,611 Vimeo (29,400 ) $ — $ 325 $ 3,411 $ — $ (25,664 ) Dotdash 10,057 $ — $ 444 $ 5,024 $ — $ 15,525 Search 71,793 $ — $ 1,012 $ — $ — $ 72,805 Emerging & Other (29,779 ) $ — $ 343 $ 4,880 $ 3,146 $ (21,410 ) Corporate (78,386 ) $ 33,480 $ 6,114 $ — $ — $ (38,792 ) Total (47,953 ) Interest expense (6,504 ) Other income, net 28,565 Loss before income taxes (25,892 ) Income tax benefit 34,240 Net earnings 8,348 Net earnings attributable to noncontrolling interests (8,806 ) Net loss attributable to IAC shareholders $ (458 ) |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | 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 accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: June 30, 2020 December 31, 2019 June 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,447,678 $ 839,796 $ 675,111 $ 884,975 Restricted cash included in other current assets 658 527 1,444 1,441 Restricted cash included in other non-current assets 413 409 420 420 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 2,448,749 $ 840,732 $ 676,975 $ 886,836 Restricted cash at June 30, 2020 and December 31, 2019 primarily consists of deposits related to corporate credit cards and leases. Restricted cash at June 30, 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 balance sheet: Asset Category June 30, 2020 December 31, 2019 (In thousands) Right-of-use assets included in other non-current assets $ 54,016 $ 35,775 Building, capitalized software, leasehold improvements and equipment, net $ 203,620 $ 201,798 Intangible assets $ 251,874 $ 201,454 Other (expense) income, net Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Other (expense) income, net $ (21,569 ) $ 33,982 $ (79,017 ) $ 28,565 Three months ended June 30, 2020 and 2019 Other expense, net in 2020 includes: an unrealized loss of $24.7 million related to our investment in MGM; $1.4 million in net foreign exchange gains; and $1.1 million of interest income. Other income, net in 2019 includes: a $29.8 million gain related to our investment in Pinterest, which was carried at fair value following Pinterest's initial public offering in April 2019; and $4.0 million of interest income. Six months ended June 30, 2020 and 2019 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; an unrealized loss of $24.7 million related to our investment in MGM; and $5.6 million of interest income. Other income, net in 2019 includes: a $29.8 million gain related to our investment in Pinterest, as described above in the three-month discussion; $8.2 million of interest income; a realized loss of $8.2 million related to the sale of Vimeo's hardware business; and a $1.1 million mark-to-market charge for an indemnification claim related to the Handy acquisition that was settled in ANGI shares during the first quarter of 2020. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 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, Inc. ("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 5, 2020, the defendants filed a motion for leave to appeal the Appellate Division’s May 21 decision to the Court of Appeals; the plaintiffs opposed the motion. On July 24, 2020, the Appellate Division issued an order denying the motion. 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, which had been in hiatus in light of the COVID-19 pandemic, has resumed. On January 30, 2020, the parties participated in a mediation that did not result in resolution of the matter. On July 12, 2020, the four individuals who earlier had discontinued their claims in the lawsuit commenced separate arbitration proceedings against IAC and Match Group before the American Arbitration Association in California, asserting the same claims and seeking the same relief as the six remaining plaintiffs in the lawsuit. IAC believes that the allegations in this lawsuit and the arbitrations are without merit and will continue to defend vigorously against them. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Relationship with Old IAC prior to the Separation The Company’s statement of operations includes allocations of costs, including stock-based compensation expense, related to Old IAC’s accounting, treasury, legal, tax, corporate support and internal audit functions. Old IAC has historically allocated costs related to its accounting, treasury, legal, tax, corporate support and internal audit functions that were incurred at the Old IAC legal entity level to its publicly traded subsidiaries, Old MTCH 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 Old MTCH initial public offering in November 2015 and the Combination in September 2017, Old IAC billed Old MTCH and ANGI Homeservices for any services provided under the applicable services agreements. The remaining unallocated expenses of Old IAC related to its accounting, treasury, legal, tax, corporate support and internal audit functions were allocated to the Company 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 $61.5 million and $36.9 million for the three months ended June 30, 2020 and 2019 , respectively. Allocated costs, inclusive of stock-based compensation expense, were $85.5 million and $72.4 million for the six months ended June 30, 2020 and 2019 , respectively. It is not practicable to determine the actual expenses that would have been incurred for these services had the Company 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 statement of operations that is related party in nature was less than $0.1 million and $0.1 million for the three and six months ended June 30, 2020 , respectively, and is included in ‘‘Interest income, net’’ in the table below. The following table summarizes the components of the net decrease (increase) in Old IAC’s investment in the Company for the three months and six months ended June 30, 2020 and 2019 : Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Cash transfers to (from) Old IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by Old IAC on behalf of the Company, net $ 43,705 $ 43,189 $ (1,742,854 ) $ 91,898 Contribution of buildings to Match Group — — 34,973 — Taxes 9,388 (11,634 ) 34,436 (19,001 ) Allocation of costs from Old IAC — (18,830 ) (12,652 ) (38,959 ) Interest income, net 30 — 102 — Net decrease (increase) in Old IAC's investment in the Company prior to the Separation $ 53,123 $ 12,725 $ (1,685,995 ) $ 33,938 Notes Receivable—Related Party During 2019, the Company, through two subsidiaries, entered into loan agreements with Old IAC for cash transfers to Old 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, the Company, through a subsidiary, entered into a loan agreement with Old IAC for cash transfers to Old IAC under its centrally managed U.S. treasury function. During the second quarter of 2020 , the outstanding balance, which was $27.2 million at March 31, 2020, was repaid. Long-term Debt—Related Party On December 14, 2018, the Company, through a subsidiary, entered into a loan agreement with Old 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 Old IAC Senior Notes On December 21, 2012, Old 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, Old 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 the Company’s domestic subsidiaries. The Company did not pay any amount (or record any liability) as a result of the guarantee of Old IAC’s Senior Notes by certain of our subsidiaries. IAC and ANGI Old 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. Upon the Separation, Old IAC assigned these agreements to the Company. For the six months ended June 30, 2020 , 0.2 million shares of ANGI Class B common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement as reimbursement for shares of Old IAC common stock issued in connection with the exercise and vesting of Old IAC equity awards held by ANGI employees. There were no shares issued pursuant to the employee matters agreement for the three months ended June 30, 2020 . For the three and six months ended June 30, 2019 , less than 0.1 million and 0.3 million , respectively, of ANGI Class B common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement. For the three and six months ended June 30, 2020 and 2019 , ANGI was charged $1.2 million and $2.4 million ; and $1.3 million and $2.7 million , respectively, by Old IAC for services rendered pursuant to the services agreement. There were no outstanding receivables or payables pursuant to the services agreement as of June 30, 2020 or December 31, 2019 . At June 30, 2020 and December 31, 2019 , ANGI had outstanding payables of $0.7 million and $0.2 million , respectively, due to the Company pursuant to the tax sharing agreement. There were $3.1 million of refunds made to ANGI pursuant to this agreement during the three and six months ended June 30, 2020 . During the first quarter of 2019, $11.4 million was paid to the Company pursuant to this agreement. Additionally, the Company subleases office space from ANGI and was charged $0.4 million and $0.9 million of rent for the three and six months ended June 30, 2020 , respectively, and $0.5 million of rent for both the three and six months ended June 30, 2019 . These amounts were paid in full at June 30, 2020 and 2019 , respectively. IAC and Match Group For the three and six months ended June 30, 2020 and 2019 , Old MTCH incurred rent expense of $0.5 million and $1.4 million ; and $1.5 million and $2.9 million , respectively, for leasing office space for certain of its businesses at properties owned by the Company. The respective amounts were paid in full by Old MTCH at June 30, 2020 and 2019 , respectively. On January 31, 2020, Old IAC contributed two office buildings in Los Angeles to Old MTCH, which are primarily occupied and were previously leased from the Company by Tinder. In connection with the contribution, the Company entered into a lease with Old MTCH for office space which the Company currently occupies in one of the buildings and for both the three and six months ended June 30, 2020 , the Company paid Old MTCH less than $0.1 million under the lease. Old MTCH issued 1.4 million shares of Old MTCH common stock to Old IAC for the buildings. Relationship with Match Group following the Separation As a result of the Separation, the Company has entered into certain agreements with Match Group to govern the relationship between the Company and Match Group following the Separation. These agreements include: a tax sharing agreement; a services agreement; and an employee matters agreement. IAC and Expedia The Company and Expedia each have a 50% ownership interest in two aircraft that may be used by both companies. In 2019, the Company 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. The Company 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 the Company and Expedia each have a 50% ownership interest. The Company 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. The Company and Expedia are related parties since they were under common control, given that Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia. For the three and six months ended June 30, 2020 and 2019 , total payments made to this entity by the Company were not material. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On June 9, 2020, Old IAC announced that it had sold approximately 17 million shares of its Class M common stock (which became New Match common stock) for net proceeds of approximately $1.4 billion . The sale of these shares closed on July 1, 2020 and, under the terms of the Separation, the net proceeds of $1.4 billion that New Match received pursuant to such sales were transferred to the Company in early July 2020. The Company purchased an additional 35.6 million shares of MGM from July 1, 2020 through August 7, 2020 and owned approximately 59.0 million shares, representing a 12.0% ownership interest in MGM as of August 7, 2020 |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. During the quarter ended June 30, 2020, the Company realigned its reportable segments as follows: • the ANGI Homeservices, Vimeo and Dotdash reportable segments remain unchanged; • Search, a new reportable segment, which includes Ask Media Group, which was previously a separate reportable segment (and was reported in the Emerging & Other segment in the financial statements of Old IAC prior to the Match Separation), and Desktop, which was previously included in the Applications reportable segment; and • Emerging & Other, which consists of Care.com, Mosaic Group, which was previously included in the Applications reportable segment, Bluecrew, Nursefly, The Daily Beast, IAC Films and, for periods prior to its sale on March 16, 2020 , College Humor Media. |
Basis of Presentation | Basis of Presentation As used herein, ‘‘IAC,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’ and similar terms refer to IAC/InterActiveCorp and the businesses comprising IAC (unless the context requires otherwise). The Company prepares its consolidated and combined financial statements (collectively referred to herein as "financial statements") in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’). The Company's financial statements were prepared on a consolidated basis beginning June 30, 2020 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization, including the contribution of all the entities that comprise the Company following the Separation, were not completed until June 30, 2020. The preparation of the financial statements on a combined basis for periods prior to June 30, 2020 allows for the financial statements to be presented on a consistent basis for all periods presented. The historical combined financial statements of the Company have been derived from the consolidated financial statements and accounting records of Old IAC. The combined financial statements reflect the historical financial position, results of operations and cash flows of the entities comprising the Company since their respective dates of acquisition by Old IAC and the allocation to the Company of certain Old IAC corporate expenses based on the historical financial statements and accounting records of Old IAC through June 30, 2020. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. For the purpose of the combined financial statements, income taxes have been computed as if the entities comprising the Company filed tax returns on a standalone, separate basis for periods prior to the Separation. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) the Company and (ii) Old IAC and its subsidiaries for periods prior to the Separation 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 statement of cash flows as a financing activity and in the balance sheet as ‘‘Invested capital.’’ In management’s opinion, the assumptions underlying the historical financial statements of the Company, including the basis on which the expenses have been allocated from Old 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 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 ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited 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 financial statements should be read in conjunction with the annual audited financial statements of the Company and notes thereto for the year ended December 31, 2019 filed on Form S-4/A with the SEC on April 28, 2020. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its 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 and equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses; 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 building, capitalized software, leasehold improvements 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 consolidated and 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 during the six months ended June 30, 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 balance sheet. At June 30, 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 10—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 changed for HomeAdvisor pre-priced jobs and will be later than consumer connection revenue 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 $15.3 million and $30.5 million during the three and six months ended June 30, 2020 , respectively. 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 six months ended June 30, 2020 , the Company recognized $138.0 million of revenue that was included in the deferred revenue balance as of December 31, 2019 . During the six months ended June 30, 2019 , the Company recognized $115.9 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 June 30, 2020 are $242.8 million and $1.5 million , respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying 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 (the "Services Agreement") |
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. 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 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 financial statements. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Credit Losses and Revenue Reserve | The following table presents the changes in the allowance for credit losses for the six months ended June 30, 2020 : June 30, 2020 (In thousands) Balance at January 1 $ 20,257 Current period provision for credit losses 41,900 Write-offs charged against the allowance (34,633 ) Recoveries collected 1,297 Balance at June 30 $ 28,821 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 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 $ 57,702 Short-term investments 20,000 Accounts receivable 20,292 Other current assets 7,543 Property and equipment 2,894 Goodwill 415,504 Intangible assets 144,800 Other non-current assets 30,444 Total assets 699,179 Deferred revenue (13,422 ) Other current liabilities (38,784 ) Deferred income taxes (33,960 ) Other non-current liabilities (26,039 ) Net assets acquired $ 586,974 |
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 $ 59,300 Indefinite Developed technology 49,500 5 Customer relationships 35,200 2 - 5 Provider relationships 800 4 Total identifiable intangible assets acquired $ 144,800 |
Schedule of Pro Forma Financial Information | Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue $ 730,906 $ 737,774 $ 1,449,669 $ 1,424,678 Net loss attributable to IAC shareholders $ (91,101 ) $ (5,732 ) $ (412,056 ) $ (30,437 ) Basic and diluted loss per share attributable to IAC shareholders $ (1.07 ) $ (0.07 ) $ (4.84 ) $ (0.36 ) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net are as follows: June 30, December 31, 2020 2019 (In thousands) Goodwill $ 1,818,860 $ 1,616,867 Intangible assets with indefinite lives 256,221 225,296 Intangible assets with definite lives, net of accumulated amortization 172,248 124,854 Total goodwill and intangible assets, net $ 2,247,329 $ 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 Search 265,146 — — — — 265,146 Emerging & Other 246,748 4,765 — (3,318 ) (144 ) 248,051 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 six months ended June 30, 2020 : Balance at Additions (Deductions) Impairment Foreign Balance at (In thousands) ANGI Homeservices $ 884,296 $ — $ — $ — $ (1,554 ) $ 882,742 Vimeo 219,374 — (38 ) — — 219,336 Search 265,146 — — (211,973 ) — 53,173 Emerging & Other 248,051 415,504 — — 54 663,609 Total $ 1,616,867 $ 415,504 $ (38 ) $ (211,973 ) $ (1,500 ) $ 1,818,860 |
Schedule of Intangible Assets with Definite Lives | At June 30, 2020 and December 31, 2019 , intangible assets with definite lives are as follows: June 30, 2020 Gross Accumulated Net Weighted-Average (In thousands) Technology $ 194,779 $ (90,196 ) $ 104,583 4.6 Service professional relationships 100,212 (91,647 ) 8,565 3.0 Customer lists and user base 79,597 (30,941 ) 48,656 3.5 Trade names 23,195 (15,862 ) 7,333 2.4 Memberships 15,900 (14,590 ) 1,310 3.0 Other 10,439 (8,638 ) 1,801 3.4 Total $ 424,122 $ (251,874 ) $ 172,248 3.8 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 June 30, 2020 , amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2020 $ 39,609 2021 47,508 2022 41,721 2023 27,861 2024 12,801 Thereafter 2,748 Total $ 172,248 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Marketable Securities | At June 30, 2020 , the fair value of marketable securities are as follows: June 30, 2020 (In thousands) Marketable equity security $ 394,010 Available-for-sale marketable debt securities 74,980 Total marketable securities $ 468,990 |
Schedule of Current Available-for-sale Marketable Securities | At June 30, 2020 , current available-for-sale marketable debt securities are as follows: Amortized Gross Gross Fair Value (In thousands) Treasury discount notes $ 74,981 $ — $ (1 ) $ 74,980 Total available-for-sale marketable debt securities $ 74,981 $ — $ (1 ) $ 74,980 |
Schedule of Realized and Unrealized Gains and Losses | Realized and unrealized gains and losses for the Company's marketable equity securities and investments without readily determinable fair values for the three and six months ended June 30, 2020 and 2019 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Realized (losses) gains, net, for equity securities sold $ (1 ) $ 2,104 $ 11 $ 2,014 Unrealized (losses) gains, net, on equity securities held (24,718 ) 29,330 (76,202 ) 29,180 Total (losses) gains, net recognized in other (expense) income, net $ (24,719 ) $ 31,434 $ (76,191 ) $ 31,194 The following table presents a summary of unrealized gains and losses recorded in "Other (expense) income, net," as adjustments to the carrying value of equity securities without readily determinable fair values held as of June 30, 2020 and 2019 . Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Upward adjustments (gross unrealized gains) $ — $ — $ — $ — Downward adjustments including impairment (gross unrealized losses) — (500 ) (51,484 ) (650 ) Total $ — $ (500 ) $ (51,484 ) $ (650 ) |
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: June 30, 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 $ 1,348,200 $ — $ — $ 1,348,200 Treasury discount notes — 724,935 — 724,935 Time deposits — 42,969 — 42,969 Short-term investments — 20,000 — 20,000 Marketable securities: Marketable equity security 394,010 — — 394,010 Treasury discount notes — 74,980 — 74,980 Other non-current assets: Warrant — — 7,079 7,079 Total $ 1,742,210 $ 862,884 $ 7,079 $ 2,612,173 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 June 30, 2020 2019 Warrant Contingent Contingent (In thousands) Balance at April 1 $ 6,489 $ (636 ) $ (28,186 ) Total net gains (losses): Included in earnings: Fair value adjustments 590 636 (1,617 ) Balance at June 30 $ 7,079 $ — $ (29,803 ) Six Months Ended June 30, 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 (1,416 ) 6,918 (3,146 ) Fair value at date of acquisition — (1,000 ) — Settlements — 1,000 — Balance at June 30 $ 7,079 $ — $ (29,803 ) |
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: June 30, 2020 December 31, 2019 Carrying Fair Carrying Fair (In thousands) Notes receivable—related party, current $ — $ — $ 55,251 $ 55,251 Current portion of long-term debt $ (13,750 ) $ (13,750 ) $ (13,750 ) $ (13,681 ) Long-term debt, net (a) $ (225,336 ) $ (226,875 ) $ (231,946 ) $ (232,581 ) _____________________ (a) At June 30, 2020 and December 31, 2019 , the carrying value of long-term debt, net includes unamortized debt issuance costs of $1.5 million and $1.8 million , respectively . |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: June 30, 2020 December 31, 2019 (In thousands) ANGI Term Loan due November 5, 2023 $ 240,625 $ 247,500 Less: current portion of ANGI Term Loan 13,750 13,750 Less: unamortized debt issuance costs 1,539 1,804 Total long-term debt, net $ 225,336 $ 231,946 |
Schedule of Maturities of Long-term Debt | Long-term debt maturities as of June 30, 2020 are summarized in the table below: (In thousands) Remainder of 2020 $ 6,875 2021 13,750 2022 27,500 2023 192,500 Total 240,625 Less: current portion of long-term debt 13,750 Less: unamortized debt issuance costs 1,539 Total long-term debt, net $ 225,336 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following tables present the components of accumulated other comprehensive loss: Three Months Ended June 30, 2020 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of April 1 $ (17,914 ) $ (12 ) $ (17,926 ) Other comprehensive income before reclassifications 4,288 11 4,299 Amounts reclassified to earnings (144 ) — (144 ) Net current period other comprehensive income 4,144 11 4,155 Allocation of accumulated other comprehensive loss related to noncontrolling interests (10 ) — (10 ) Balance as of June 30 $ (13,780 ) $ (1 ) $ (13,781 ) Three Months Ended June 30, 2019 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of April 1 $ (10,911 ) $ (2 ) $ (10,913 ) Other comprehensive (loss) income (1,349 ) 2 (1,347 ) Allocation of accumulated other comprehensive income related to noncontrolling interests 2 — 2 Balance as of June 30 $ (12,258 ) $ — $ (12,258 ) Six Months Ended June 30, 2020 Foreign Currency Translation Adjustment Unrealized Gains (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 before reclassifications (1,363 ) (1 ) (1,364 ) Amounts reclassified to earnings (144 ) — (144 ) Net current period other comprehensive loss (1,507 ) (1 ) (1,508 ) Allocation of accumulated other comprehensive loss related to noncontrolling interests (47 ) — (47 ) Balance as of June 30 $ (13,780 ) $ (1 ) $ (13,781 ) Six Months Ended June 30, 2019 Foreign Currency Translation Adjustment Unrealized Losses On Available-For-Sale Debt Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (12,543 ) $ 2 $ (12,541 ) Other comprehensive income (loss) 276 (2 ) 274 Allocation of accumulated other comprehensive income related to the noncontrolling interests 9 — 9 Balance as of June 30 $ (12,258 ) $ — $ (12,258 ) |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share attributable to IAC shareholders: Three Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (94,064 ) $ (94,064 ) $ 22,021 $ 22,021 Net earnings attributable to noncontrolling interests (2,053 ) (2,053 ) (8,232 ) (8,232 ) Impact from public subsidiary dilutive securities (b) — — — — Net (loss) earnings attributable to IAC shareholders $ (96,117 ) $ (96,117 ) $ 13,789 $ 13,789 Denominator: Weighted average basic shares outstanding 85,132 85,132 85,132 85,132 Dilutive securities (a) (b) (c) — — — — Denominator for earnings per share—weighted average shares (a) (b) (c) 85,132 85,132 85,132 85,132 (Loss) earnings per share attributable to IAC shareholders: (Loss) earnings per share $ (1.13 ) $ (1.13 ) $ 0.16 $ 0.16 Six Months Ended June 30, 2020 2019 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (424,635 ) $ (424,635 ) $ 8,348 $ 8,348 Net loss (earnings) attributable to noncontrolling interests 319 319 (8,806 ) (8,806 ) Impact from public subsidiary dilutive securities (b) — — — — Net loss attributable to IAC shareholders $ (424,316 ) $ (424,316 ) $ (458 ) $ (458 ) Denominator: Weighted average basic shares outstanding 85,132 85,132 85,132 85,132 Dilutive securities (a) (b) (c) — — — — Denominator for earnings per share—weighted average shares (a) (b) (c) 85,132 85,132 85,132 85,132 Loss per share attributable to IAC shareholders: Loss per share $ (4.98 ) $ (4.98 ) $ (0.01 ) $ (0.01 ) _____________________ (a) For the three and six months ended June 30, 2020 , the Company had a loss from operations and as a result, approximately 5.7 million potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. (b) IAC has the option to settle certain ANGI stock-based awards in its shares. The Company had a loss from operations, therefore, the impact on earnings related to ANGI's dilutive securities under the if-converted method are excluded as the impact is anti-dilutive. (c) The Company computed basic and diluted earnings per share for periods prior to the Separation using the shares issued on June 30, 2020 in connection with the Separation. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Operating (loss) income: ANGI Homeservices $ 17,644 $ 11,403 1,348 7,762 Vimeo (7,736 ) (11,616 ) (22,325 ) (29,400 ) Dotdash 7,676 7,010 10,087 10,057 Search 8,781 31,705 (211,782 ) 71,793 Emerging & Other (8,986 ) (12,527 ) (26,856 ) (29,779 ) Corporate (124,398 ) (39,745 ) (169,829 ) (78,386 ) Total $ (107,019 ) $ (13,770 ) $ (419,357 ) $ (47,953 ) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Adjusted EBITDA (b) : ANGI Homeservices $ 57,936 $ 51,432 $ 92,333 $ 88,611 Vimeo $ (4,719 ) $ (9,464 ) $ (16,127 ) $ (25,664 ) Dotdash $ 12,112 $ 8,375 $ 19,123 $ 15,525 Search $ 9,444 $ 32,191 $ 22,574 $ 72,805 Emerging & Other $ (2,628 ) $ (8,389 ) $ (22,587 ) $ (21,410 ) Corporate $ (57,196 ) $ (18,572 ) $ (88,582 ) $ (38,792 ) _____________________ (b) 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue: ANGI Homeservices $ 375,061 $ 343,896 718,711 647,339 Vimeo 67,334 45,713 124,302 89,294 Dotdash 44,621 37,728 88,741 71,689 Search 131,263 193,900 285,682 389,944 Emerging & Other 108,127 67,579 193,169 131,832 Inter-segment eliminations (45 ) (131 ) (120 ) (193 ) Total $ 726,361 $ 688,685 $ 1,410,485 $ 1,329,905 |
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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) ANGI Homeservices Marketplace: Consumer connection revenue (a) $ 272,649 $ 241,236 $ 512,479 $ 442,818 Service professional membership subscription revenue 13,017 16,302 26,794 32,702 Other revenue 7,507 3,753 12,676 6,271 Total Marketplace revenue 293,173 261,291 551,949 481,791 Advertising and other revenue 64,244 63,109 129,600 124,603 Total North America revenue 357,417 324,400 681,549 606,394 Consumer connection revenue 13,945 15,232 29,634 32,355 Service professional membership subscription revenue 3,215 3,613 6,514 7,355 Advertising and other revenue 484 651 1,014 1,235 Total Europe revenue 17,644 19,496 37,162 40,945 Total ANGI Homeservices revenue $ 375,061 $ 343,896 $ 718,711 $ 647,339 (a) Includes fees paid by service professionals for consumer matches and revenue from pre-priced jobs sourced through the HomeAdvisor and Handy platforms. Vimeo Platform revenue $ 67,334 $ 45,713 $ 124,302 $ 87,015 Hardware revenue — — — 2,279 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Total Vimeo revenue $ 67,334 $ 45,713 $ 124,302 $ 89,294 Dotdash Display advertising revenue $ 26,601 $ 29,005 $ 56,490 $ 55,013 Performance marketing revenue 18,020 8,723 32,251 16,676 Total Dotdash revenue $ 44,621 $ 37,728 $ 88,741 $ 71,689 Search Advertising revenue Google advertising revenue: $ 105,283 $ 182,437 $ 232,080 $ 365,815 Non-Google advertising revenue 21,331 7,509 44,707 15,536 Total advertising revenue 126,614 189,946 276,787 381,351 Other revenue 4,649 3,954 8,895 8,593 Total Search revenue $ 131,263 $ 193,900 $ 285,682 $ 389,944 Emerging & Other Subscription revenue $ 76,141 $ 46,644 $ 144,425 $ 91,678 Marketplace revenue 28,387 11,833 39,150 21,689 Advertising revenue: Non-Google advertising revenue 2,502 5,920 6,215 10,751 Google advertising revenue 511 1,003 1,345 2,028 Total advertising revenue 3,013 6,923 7,560 12,779 Other revenue 586 2,179 2,034 5,686 Total Emerging & Other revenue $ 108,127 $ 67,579 $ 193,169 $ 131,832 |
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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenue: United States $ 587,768 $ 534,752 $ 1,125,111 $ 1,020,434 All other countries 138,593 153,933 285,374 309,471 Total $ 726,361 $ 688,685 $ 1,410,485 $ 1,329,905 June 30, December 31, (In thousands) Long-lived assets (excluding goodwill, intangible assets and ROU assets): United States $ 259,393 $ 297,433 All other countries 9,828 7,981 Total $ 269,221 $ 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 shareholders to Adjusted EBITDA: Three Months Ended June 30, 2020 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 17,644 $ 14,759 $ 12,555 $ 12,978 $ — $ 57,936 Vimeo (7,736 ) $ — $ 102 $ 2,915 $ — $ (4,719 ) Dotdash 7,676 $ — $ 617 $ 3,819 $ — $ 12,112 Search 8,781 $ — $ 663 $ — $ — $ 9,444 Emerging & Other (8,986 ) $ 25 $ 378 $ 6,591 $ (636 ) $ (2,628 ) Corporate (124,398 ) $ 64,913 $ 2,289 $ — $ — $ (57,196 ) Total (107,019 ) Interest expense (1,555 ) Other expense, net (21,569 ) Loss before income taxes (130,143 ) Income tax benefit 36,079 Net loss (94,064 ) Net earnings attributable to noncontrolling interests (2,053 ) Net loss attributable to IAC shareholders $ (96,117 ) Three Months Ended June 30, 2019 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 11,403 $ 17,520 $ 8,796 $ 13,713 $ — $ 51,432 Vimeo (11,616 ) $ — $ 132 $ 2,020 $ — $ (9,464 ) Dotdash 7,010 $ — $ 218 $ 1,147 $ — $ 8,375 Search 31,705 $ — $ 486 $ — $ — $ 32,191 Emerging & Other (12,527 ) $ — $ 175 $ 2,346 $ 1,617 $ (8,389 ) Corporate (39,745 ) $ 18,087 $ 3,086 $ — $ — $ (18,572 ) Total (13,770 ) Interest expense (3,237 ) Other income, net 33,982 Earnings before income taxes 16,975 Income tax benefit 5,046 Net earnings 22,021 Net earnings attributable to noncontrolling interests (8,232 ) Net earnings attributable to IAC shareholders $ 13,789 Six Months Ended June 30, 2020 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Goodwill impairment Adjusted (In thousands) ANGI Homeservices $ 1,348 $ 40,334 $ 24,693 $ 25,958 $ — $ — $ 92,333 Vimeo (22,325 ) $ — $ 160 $ 6,038 $ — $ — $ (16,127 ) Dotdash 10,087 $ — $ 827 $ 8,209 $ — $ — $ 19,123 Search (211,782 ) $ — $ 983 $ 21,400 $ — $ 211,973 $ 22,574 Emerging & Other (26,856 ) $ 50 $ 680 $ 10,457 $ (6,918 ) $ — $ (22,587 ) Corporate (169,829 ) $ 76,494 $ 4,753 $ — $ — $ — $ (88,582 ) Total (419,357 ) Interest expense (3,772 ) Other expense, net (79,017 ) Loss before income taxes (502,146 ) Income tax benefit 77,511 Net loss (424,635 ) Net loss attributable to noncontrolling interests 319 Net loss attributable to IAC shareholders $ (424,316 ) Six Months Ended June 30, 2019 Operating Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted (In thousands) ANGI Homeservices $ 7,762 $ 36,802 $ 15,795 $ 28,252 $ — $ 88,611 Vimeo (29,400 ) $ — $ 325 $ 3,411 $ — $ (25,664 ) Dotdash 10,057 $ — $ 444 $ 5,024 $ — $ 15,525 Search 71,793 $ — $ 1,012 $ — $ — $ 72,805 Emerging & Other (29,779 ) $ — $ 343 $ 4,880 $ 3,146 $ (21,410 ) Corporate (78,386 ) $ 33,480 $ 6,114 $ — $ — $ (38,792 ) Total (47,953 ) Interest expense (6,504 ) Other income, net 28,565 Loss before income taxes (25,892 ) Income tax benefit 34,240 Net earnings 8,348 Net earnings attributable to noncontrolling interests (8,806 ) Net loss attributable to IAC shareholders $ (458 ) |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 6 Months Ended |
Jun. 30, 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 accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: June 30, 2020 December 31, 2019 June 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,447,678 $ 839,796 $ 675,111 $ 884,975 Restricted cash included in other current assets 658 527 1,444 1,441 Restricted cash included in other non-current assets 413 409 420 420 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 2,448,749 $ 840,732 $ 676,975 $ 886,836 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: June 30, 2020 December 31, 2019 June 30, 2019 December 31, 2018 (In thousands) Cash and cash equivalents $ 2,447,678 $ 839,796 $ 675,111 $ 884,975 Restricted cash included in other current assets 658 527 1,444 1,441 Restricted cash included in other non-current assets 413 409 420 420 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 2,448,749 $ 840,732 $ 676,975 $ 886,836 |
Schedule of Accumulated Amortization and Depreciation | The following table provides the accumulated amortization and depreciation within the balance sheet: Asset Category June 30, 2020 December 31, 2019 (In thousands) Right-of-use assets included in other non-current assets $ 54,016 $ 35,775 Building, capitalized software, leasehold improvements and equipment, net $ 203,620 $ 201,798 Intangible assets $ 251,874 $ 201,454 |
Schedule of Other (Expense) Income, Net | Other (expense) income, net Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Other (expense) income, net $ (21,569 ) $ 33,982 $ (79,017 ) $ 28,565 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the components of the net decrease (increase) in Old IAC’s investment in the Company for the three months and six months ended June 30, 2020 and 2019 : Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Cash transfers to (from) Old IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by Old IAC on behalf of the Company, net $ 43,705 $ 43,189 $ (1,742,854 ) $ 91,898 Contribution of buildings to Match Group — — 34,973 — Taxes 9,388 (11,634 ) 34,436 (19,001 ) Allocation of costs from Old IAC — (18,830 ) (12,652 ) (38,959 ) Interest income, net 30 — 102 — Net decrease (increase) in Old IAC's investment in the Company prior to the Separation $ 53,123 $ 12,725 $ (1,685,995 ) $ 33,938 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenue and Other [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 211,973 | $ 0 | $ 3,318 | |
Impairment of equity securities without readily determinable fair value | 51,500 | $ 51,500 | 51,500 | |||
Impairment of note receivable and warrant | 7,500 | |||||
Consolidated revenue | 726,361 | $ 688,685 | 1,410,485 | 1,329,905 | ||
Current deferred revenue | 242,756 | 242,756 | 178,647 | |||
Non-current deferred revenue | 1,500 | 1,500 | 1,300 | |||
Deferred revenue recognized during period | 138,000 | $ 115,900 | ||||
Capitalized sales commissions where the customer relationship period is greater than one year | 53,700 | 53,700 | 42,400 | |||
Current capitalized sales commissions | 46,100 | 46,100 | 36,100 | |||
Non-current capitalized sales commissions | 7,600 | 7,600 | 6,200 | |||
Revenue reserve | 4,600 | 4,600 | 3,900 | |||
Allowance and reserves for credit loss | 33,413 | 33,413 | 24,148 | |||
Accounts receivable related to revenue earned | $ 205,377 | 205,377 | 181,875 | |||
Search | ||||||
Revenue and Other [Line Items] | ||||||
Goodwill impairment | 211,973 | 0 | ||||
Emerging & Other | ||||||
Revenue and Other [Line Items] | ||||||
Goodwill impairment | $ 0 | 3,318 | ||||
Google Inc. | Revenue, Segment | Customer concentration risk | ||||||
Revenue and Other [Line Items] | ||||||
Concentration risk (as a percent) | 16.00% | 29.00% | 18.00% | 29.00% | ||
Consolidated revenue | $ 114,500 | $ 196,400 | $ 253,500 | $ 392,300 | ||
Google Inc. | Accounts Receivable | Customer concentration risk | ||||||
Revenue and Other [Line Items] | ||||||
Accounts receivable related to revenue earned | 42,400 | 42,400 | $ 53,000 | |||
Desktop | Search | ||||||
Revenue and Other [Line Items] | ||||||
Goodwill impairment | 212,000 | |||||
Impairment of indefinite-lived intangible assets | $ 21,400 | |||||
Desktop | Google Inc. | Revenue, Segment | Customer concentration risk | Search | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 37,200 | 78,100 | 83,300 | 166,100 | ||
Ask Media Group | Google Inc. | Revenue, Segment | Customer concentration risk | Search | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 67,000 | 104,000 | 147,500 | 198,800 | ||
Revenue Change | Handy | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 15,300 | 30,500 | ||||
United States | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | $ 587,768 | $ 534,752 | $ 1,125,111 | $ 1,020,434 | ||
United States | Revenue | Geographic concentration risk | ||||||
Revenue and Other [Line Items] | ||||||
Concentration risk (as a percent) | 81.00% | 80.00% |
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 | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of period | $ 20,257 |
Current period provision for credit losses | 41,900 |
Write-offs charged against the allowance | (34,633) |
Recoveries collected | 1,297 |
Balance at end of period | $ 28,821 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ (36,079) | $ (5,046) | $ (77,511) | $ (34,240) | |
Effective income tax rate (as a percent) | 28.00% | 15.00% | |||
Unrecognized tax benefits, including interest and penalties | $ 18,800 | $ 18,800 | $ 20,300 | ||
Increase (decrease) in unrecognized tax benefits, including interest and penalties during the period | (1,500) | ||||
Unrecognized tax benefits, if subsequently recognized would reduce income tax expense | 17,300 | 17,300 | $ 18,900 | ||
Decrease in unrecognized tax benefit, reasonably possible within twelve months | $ 6,100 | $ 6,100 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) $ in Millions | Feb. 11, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
One-Time Transaction Costs | |||||
Business Acquisition [Line Items] | |||||
Adjustment to increase (decrease) in revenues | $ (2.2) | $ (63.1) | |||
Deferred Revenue Write Off Adjustment | |||||
Business Acquisition [Line Items] | |||||
Adjustment to increase (decrease) in revenues | 4.5 | $ (1.9) | 13.2 | $ (9.5) | |
Amortization Adjustment | |||||
Business Acquisition [Line Items] | |||||
Adjustment to increase (decrease) in amortization of intangible assets | $ 5.1 | $ 9.1 | |||
Care.com | |||||
Business Acquisition [Line Items] | |||||
Proportion of voting interests acquired (as a percent) | 100.00% | ||||
Total purchase price | $ 626.9 | ||||
Cash consideration paid | 587 | ||||
Consideration transferred for settlement of outstanding vested employee equity awards | $ 40 | ||||
Revenue | 48 | 66.5 | |||
Net earnings (loss) | 3.7 | 15.9 | |||
Write-off of deferred revenue | 4.6 | 13.3 | |||
Transaction-related costs | $ 2.2 | $ 7 |
BUSINESS COMBINATION - Prelimin
BUSINESS COMBINATION - Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Feb. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,818,860 | $ 1,616,867 | $ 1,484,117 | |
Care.com | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 57,702 | |||
Short-term investments | 20,000 | |||
Accounts receivable | 20,292 | |||
Other current assets | 7,543 | |||
Property and equipment | 2,894 | |||
Goodwill | 415,504 | |||
Intangible assets | 144,800 | |||
Other non-current assets | 30,444 | |||
Total assets | 699,179 | |||
Deferred revenue | (13,422) | |||
Other current liabilities | (38,784) | |||
Deferred income taxes | (33,960) | |||
Other non-current liabilities | (26,039) | |||
Net assets acquired | $ 586,974 |
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 | $ 144,800 |
Developed technology | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 49,500 |
Weighted-Average Useful Life (Years) | 5 years |
Customer relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 35,200 |
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) | 5 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 | $ 59,300 |
BUSINESS COMBINATION - Pro-Form
BUSINESS COMBINATION - Pro-Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 730,906 | $ 737,774 | $ 1,449,669 | $ 1,424,678 |
Net loss attributable to IAC shareholders | $ (91,101) | $ (5,732) | $ (412,056) | $ (30,437) |
Basic and diluted loss per share attributable to IAC shareholders (USD per share) | $ (1.07) | $ (0.07) | $ (4.84) | $ (0.36) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 1,818,860 | $ 1,616,867 | $ 1,484,117 |
Intangible assets with indefinite lives | 256,221 | 225,296 | |
Intangible assets with definite lives, net of accumulated amortization | 172,248 | 124,854 | |
Total goodwill and intangible assets, net | $ 2,247,329 | $ 1,967,017 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Goodwill | |||||
Balance at beginning of period | $ 1,616,867 | $ 1,484,117 | $ 1,484,117 | ||
Additions | 415,504 | 165,313 | |||
(Deductions) | (38) | (29,293) | |||
Impairment | $ 0 | $ 0 | (211,973) | 0 | (3,318) |
Foreign Exchange Translation | (1,500) | 48 | |||
Balance at end of period | 1,818,860 | 1,818,860 | 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 | (1,554) | 192 | |||
Balance at end of period | 882,742 | 882,742 | 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 | 219,336 | 219,374 | ||
Search | |||||
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 | 53,173 | 265,146 | ||
Emerging & Other | |||||
Goodwill | |||||
Balance at beginning of period | 248,051 | $ 246,748 | 246,748 | ||
Additions | 415,504 | 4,765 | |||
(Deductions) | 0 | 0 | |||
Impairment | 0 | (3,318) | |||
Foreign Exchange Translation | 54 | (144) | |||
Balance at end of period | $ 663,609 | $ 663,609 | $ 248,051 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Goodwill [Line Items] | ||||||||
Goodwill impairment | $ 0 | $ 0 | $ 211,973 | $ 0 | $ 3,318 | |||
Goodwill | 1,818,860 | $ 1,616,867 | 1,818,860 | 1,616,867 | $ 1,484,117 | |||
Carrying amount of goodwill for which excess of fair value over carrying value is less than 20% | 708,300 | 708,300 | ||||||
Carrying amount of indefinite-lived intangible assets l for which excess of fair value over carrying value is less than 20% | $ 70,100 | $ 70,100 | ||||||
Discount Rate | Maximum | Trade names | ||||||||
Goodwill [Line Items] | ||||||||
Measurement input (as a percent) | 0.150 | 0.150 | ||||||
Royalty Rate | Minimum | Trade names | ||||||||
Goodwill [Line Items] | ||||||||
Measurement input (as a percent) | 0.010 | 0.010 | ||||||
Search | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment | $ 211,973 | 0 | ||||||
Goodwill | $ 53,173 | 265,146 | 53,173 | 265,146 | 265,146 | |||
Accumulated impairment on goodwill | 928,100 | 716,200 | 928,100 | 716,200 | ||||
Emerging & Other | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment | 0 | 3,318 | ||||||
Goodwill | 663,609 | 248,051 | 663,609 | 248,051 | $ 246,748 | |||
Dotdash | ||||||||
Goodwill [Line Items] | ||||||||
Accumulated impairment on goodwill | 198,300 | 198,300 | 198,300 | 198,300 | ||||
Desktop | Search | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment | $ 212,000 | |||||||
Impairment of indefinite-lived intangible assets | $ 21,400 | |||||||
Goodwill | $ 53,200 | $ 53,200 | ||||||
Desktop | Search | Discount Rate | ||||||||
Goodwill [Line Items] | ||||||||
Measurement input (as a percent) | 0.150 | 0.150 | ||||||
Mosaic Group | Search | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill | $ 239,700 | $ 239,700 | ||||||
Mosaic Group | Search | Discount Rate | ||||||||
Goodwill [Line Items] | ||||||||
Measurement input (as a percent) | 0.15 | 0.15 | ||||||
College Humor Media | Emerging & Other | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment | 3,300 | |||||||
Accumulated impairment on goodwill | $ 14,900 | $ 14,900 |
- Intangible Assets with Defini
- Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 424,122 | $ 326,308 |
Accumulated Amortization | (251,874) | (201,454) |
Total | $ 172,248 | $ 124,854 |
Weighted-Average Useful Life (Years) | 3 years 9 months 18 days | 3 years 8 months 12 days |
Technology | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 194,779 | $ 143,255 |
Accumulated Amortization | (90,196) | (73,483) |
Total | $ 104,583 | $ 69,772 |
Weighted-Average Useful Life (Years) | 4 years 7 months 6 days | 4 years 6 months |
Service professional relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 100,212 | $ 99,651 |
Accumulated Amortization | (91,647) | (76,445) |
Total | $ 8,565 | $ 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 | $ 79,597 | $ 44,286 |
Accumulated Amortization | (30,941) | (24,226) |
Total | $ 48,656 | $ 20,060 |
Weighted-Average Useful Life (Years) | 3 years 6 months | 3 years 3 months 18 days |
Trade names | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 23,195 | $ 12,777 |
Accumulated Amortization | (15,862) | (8,082) |
Total | $ 7,333 | $ 4,695 |
Weighted-Average Useful Life (Years) | 2 years 4 months 24 days | 3 years 6 months |
Memberships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 15,900 | $ 15,900 |
Accumulated Amortization | (14,590) | (11,940) |
Total | $ 1,310 | $ 3,960 |
Weighted-Average Useful Life (Years) | 3 years | 3 years |
Other | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 10,439 | $ 10,439 |
Accumulated Amortization | (8,638) | (7,278) |
Total | $ 1,801 | $ 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 | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2020 | $ 39,609 | |
2021 | 47,508 | |
2022 | 41,721 | |
2023 | 27,861 | |
2024 | 12,801 | |
Thereafter | 2,748 | |
Total | $ 172,248 | $ 124,854 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value of Marketable Securities (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Marketable equity security | $ 394,010,000 | |
Available-for-sale marketable debt securities | 74,980,000 | |
Total marketable securities | $ 468,990,000 | $ 0 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Feb. 11, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Marketable securities | $ 468,990,000 | $ 468,990,000 | $ 0 | ||
Stock acquired of equity method investment (shares) | 23.5 | ||||
Unrealized gain (loss) on investment | $ (24,700,000) | $ (24,700,000) | |||
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 | $ 0 | |||
Assets measured at fair value on a nonrecurring basis | |||||
Equity securities without readily determinable fair values | 296,500,000 | 296,500,000 | 348,000,000 | ||
Impairment of equity securities without readily determinable fair value | 51,500,000 | 51,500,000 | $ 51,500,000 | ||
Total upward adjustments to equity securities without readily determinable fair value | 19,700,000 | 19,700,000 | |||
Total downward adjustments to equity securities without readily determinable fair value | 52,000,000 | 52,000,000 | |||
Contingent Consideration Arrangements | |||||
Total maximum contingent payment | 30,000,000 | 30,000,000 | |||
Earnout payment for contingent consideration arrangement | 15,000,000 | ||||
Contingent consideration arrangement liability | $ 0 | $ 0 | 6,918,000 | ||
Non-current portion of contingent consideration | $ 6,900,000 | ||||
Care.com | |||||
Contingent Consideration Arrangements | |||||
Contingent consideration arrangement liability | $ 1,000,000 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Current Available-for-Sale Marketable Securities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Schedule of Available-for-sale Marketable Securities | |
Amortized Cost | $ 74,981 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1) |
Fair Value | 74,980 |
Treasury discount notes | |
Schedule of Available-for-sale Marketable Securities | |
Amortized Cost | 74,981 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (1) |
Fair Value | $ 74,980 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||||
Upward adjustments (gross unrealized gains) | $ 0 | $ 0 | $ 0 | $ 0 |
Downward adjustments including impairment (gross unrealized losses) | 0 | (500) | (51,484) | (650) |
Total | 0 | (500) | (51,484) | (650) |
Adjustments to Carrying Value of Non-Marketable Equity Securities | ||||
Realized (losses) gains, net, for equity securities sold | (1) | 2,104 | 11 | 2,014 |
Unrealized (losses) gains, net, on equity securities held | (24,718) | 29,330 | (76,202) | 29,180 |
Total (losses) gains, net recognized in other (expense) income, net | $ (24,719) | $ 31,434 | $ (76,191) | $ 31,194 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Marketable equity security | $ 394,010,000 | |
Marketable debt securities | 74,980,000 | |
Other non-current assets | 270,388,000 | $ 247,746,000 |
Total assets | 2,612,173,000 | 731,159,000 |
Liabilities: | ||
Contingent consideration arrangement | 0 | (6,918,000) |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Marketable equity security | 394,010,000 | |
Total assets | 1,742,210,000 | 699,589,000 |
Liabilities: | ||
Contingent consideration arrangement | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Marketable equity security | 0 | |
Total assets | 862,884,000 | 23,075,000 |
Liabilities: | ||
Contingent consideration arrangement | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Marketable equity security | 0 | |
Total assets | 7,079,000 | 8,495,000 |
Liabilities: | ||
Contingent consideration arrangement | (6,918,000) | |
Money market funds | ||
Assets: | ||
Cash equivalents | 1,348,200,000 | 699,589,000 |
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 1,348,200,000 | 699,589,000 |
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 | 724,935,000 | |
Marketable debt securities | 74,980,000 | |
Treasury discount notes | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable debt securities | 0 | |
Treasury discount notes | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 724,935,000 | |
Marketable debt securities | 74,980,000 | |
Treasury discount notes | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | |
Marketable debt securities | 0 | |
Time deposits | ||
Assets: | ||
Cash equivalents | 42,969,000 | 23,075,000 |
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 | 42,969,000 | 23,075,000 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Short-term investments | ||
Assets: | ||
Short-term investments | 20,000,000 | |
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 | 20,000,000 | |
Short-term investments | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Short-term investments | 0 | |
Warrant | ||
Assets: | ||
Other non-current assets | 7,079,000 | 8,495,000 |
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 | $ 7,079,000 | $ 8,495,000 |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Contingent Consideration Arrangement | ||||
Contingent Consideration Arrangement | ||||
Balance at beginning of period | $ (636) | $ (28,186) | $ (6,918) | $ (26,657) |
Fair value adjustments | 636 | (1,617) | 6,918 | (3,146) |
Fair value at date of acquisition | (1,000) | 0 | ||
Settlements | 1,000 | 0 | ||
Balance at end of period | 0 | $ (29,803) | 0 | $ (29,803) |
Warrant | ||||
Warrant | ||||
Balance at beginning of period | 6,489 | 8,495 | ||
Fair value adjustments | 590 | (1,416) | ||
Fair value at date of acquisition | 0 | |||
Settlements | 0 | |||
Balance at end of period | $ 7,079 | $ 7,079 |
FINANCIAL INSTRUMENTS AND FAI_9
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | $ 0 | $ 55,251 |
Current portion of long-term debt | (13,750) | (13,750) |
Long-term debt, net | (225,336) | (231,946) |
Unamortized original issue discount and debt issuance costs | 1,500 | 1,800 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | 0 | 55,251 |
Current portion of long-term debt | (13,750) | (13,750) |
Long-term debt, net | (225,336) | (231,946) |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable—related party, current | 0 | 55,251 |
Current portion of long-term debt | (13,750) | (13,681) |
Long-term debt, net | $ (226,875) | $ (232,581) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: current portion of ANGI Term Loan | $ 13,750 | $ 13,750 |
Less: unamortized debt issuance costs | 1,539 | |
Total long-term debt, net | 225,336 | 231,946 |
ANGI Homeservices | ||
Debt Instrument [Line Items] | ||
Less: current portion of ANGI Term Loan | 13,750 | 13,750 |
Less: unamortized debt issuance costs | 1,539 | 1,804 |
Total long-term debt, net | 225,336 | 231,946 |
ANGI Homeservices | Term Loan | ANGI Term Loan due November 5, 2023 | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 240,625 | $ 247,500 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | 31 Months Ended | |||
Jun. 30, 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 | $ 240,625,000 | $ 247,500,000 | ||||
Basis spread on variable rate (as a percent) | 1.70% | 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 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 6,875 | |
2021 | 13,750 | |
2022 | 27,500 | |
2023 | 192,500 | |
Total | 240,625 | |
Less: current portion of long-term debt | 13,750 | $ 13,750 |
Less: unamortized debt issuance costs | 1,539 | |
Total long-term debt, net | $ 225,336 | $ 231,946 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) | Jun. 30, 2020vote |
Class of Stock [Line Items] | |
Proportion of directors that common stockholders are entitled to elect (as a percent) | 25.00% |
Common Stock | |
Class of Stock [Line Items] | |
Number of votes per share of common stock | 1 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Number of votes per share of common stock | 10 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | $ 4,396,852,000 | $ 2,660,873,000 | $ 3,005,146,000 | $ 2,684,400,000 |
Other comprehensive (loss) income | 4,177,000 | (1,946,000) | (2,465,000) | 139,000 |
Balance at end of period | 5,146,327,000 | 2,687,025,000 | 5,146,327,000 | 2,687,025,000 |
Tax provision (benefit) on accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Foreign Currency Translation Adjustment attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (17,914,000) | (10,911,000) | (12,226,000) | (12,543,000) |
Balance at end of period | (13,780,000) | (12,258,000) | (13,780,000) | (12,258,000) |
Foreign Currency Translation Adjustment including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive income before reclassifications | 4,288,000 | (1,363,000) | ||
Amounts reclassified to earnings | (144,000) | (144,000) | ||
Other comprehensive (loss) income | 4,144,000 | (1,349,000) | (1,507,000) | 276,000 |
Foreign Currency Translation Adjustment attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive (loss) income | (10,000) | 2,000 | (47,000) | 9,000 |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (12,000) | (2,000) | 0 | 2,000 |
Balance at end of period | (1,000) | 0 | (1,000) | 0 |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities including Portion Attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive income before reclassifications | 11,000 | (1,000) | ||
Amounts reclassified to earnings | 0 | 0 | ||
Other comprehensive (loss) income | 11,000 | 2,000 | (1,000) | (2,000) |
Unrealized Gains (Losses) on Available-for-Sale Debt Securities attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive (loss) income | 0 | 0 | 0 | 0 |
Accumulated Other Comprehensive (Loss) Income attributable to Parent | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (17,926,000) | (10,913,000) | (12,226,000) | (12,541,000) |
Balance at end of period | (13,781,000) | (12,258,000) | (13,781,000) | (12,258,000) |
Accumulated Other Comprehensive (Loss) Income including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive income before reclassifications | 4,299,000 | (1,364,000) | ||
Amounts reclassified to earnings | (144,000) | (144,000) | ||
Other comprehensive (loss) income | 4,155,000 | (1,347,000) | (1,508,000) | 274,000 |
Accumulated Other Comprehensive (Loss) Income attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive (loss) income | $ (10,000) | $ 2,000 | $ (47,000) | $ 9,000 |
(LOSS) EARNINGS PER SHARE - Sum
(LOSS) EARNINGS PER SHARE - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: Basic | ||||
Net (loss) earnings | $ (94,064) | $ 22,021 | $ (424,635) | $ 8,348 |
Net earnings attributable to noncontrolling interests | (2,053) | (8,232) | 319 | (8,806) |
Net (loss) earnings attributable to IAC shareholders | (96,117) | 13,789 | (424,316) | (458) |
Numerator: Diluted | ||||
Net (loss) earnings | (94,064) | 22,021 | (424,635) | 8,348 |
Net earnings attributable to noncontrolling interests | (2,053) | (8,232) | 319 | (8,806) |
Impact from publicly-traded subsidiaries' dilutive securities | 0 | 0 | 0 | 0 |
Net (loss) earnings attributable to IAC shareholders | $ (96,117) | $ 13,789 | $ (424,316) | $ (458) |
Denominator: Basic | ||||
Weighted average basic shares outstanding (shares) | 85,132 | 85,132 | 85,132 | 85,132 |
Denominator: Diluted | ||||
Weighted average basic shares outstanding (shares) | 85,132 | 85,132 | 85,132 | 85,132 |
Dilutive securities (shares) | 0 | 0 | 0 | 0 |
Denominator for earnings per share - weighted average shares (shares) | 85,132 | 85,132 | 85,132 | 85,132 |
Earnings per share attributable to IAC shareholders: Basic | ||||
Earnings per share (USD per share) | $ (1.13) | $ 0.16 | $ (4.98) | $ (0.01) |
Earnings per share attributable to IAC shareholders: Diluted | ||||
Earnings per share (USD per share) | $ (1.13) | $ 0.16 | $ (4.98) | $ (0.01) |
Potentially dilutive securities excluded from calculation of diluted earnings per share (less than or equal to) (shares) | 5,700 | 5,700 |
SEGMENT INFORMATION - Financial
SEGMENT INFORMATION - Financial Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 726,361 | $ 688,685 | $ 1,410,485 | $ 1,329,905 |
Operating income (loss) | (107,019) | (13,770) | (419,357) | (47,953) |
Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 375,061 | 343,896 | 718,711 | 647,339 |
Operating income (loss) | 17,644 | 11,403 | 1,348 | 7,762 |
Adjusted EBITDA | 57,936 | 51,432 | 92,333 | 88,611 |
Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67,334 | 45,713 | 124,302 | 89,294 |
Operating income (loss) | (7,736) | (11,616) | (22,325) | (29,400) |
Adjusted EBITDA | (4,719) | (9,464) | (16,127) | (25,664) |
Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 44,621 | 37,728 | 88,741 | 71,689 |
Operating income (loss) | 7,676 | 7,010 | 10,087 | 10,057 |
Adjusted EBITDA | 12,112 | 8,375 | 19,123 | 15,525 |
Operating segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 131,263 | 193,900 | 285,682 | 389,944 |
Operating income (loss) | 8,781 | 31,705 | (211,782) | 71,793 |
Adjusted EBITDA | 9,444 | 32,191 | 22,574 | 72,805 |
Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 108,127 | 67,579 | 193,169 | 131,832 |
Operating income (loss) | (8,986) | (12,527) | (26,856) | (29,779) |
Adjusted EBITDA | (2,628) | (8,389) | (22,587) | (21,410) |
Inter-segment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (45) | (131) | (120) | (193) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (124,398) | (39,745) | (169,829) | (78,386) |
Adjusted EBITDA | $ (57,196) | $ (18,572) | $ (88,582) | $ (38,792) |
SEGMENT INFORMATION - Revenue D
SEGMENT INFORMATION - Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 726,361 | $ 688,685 | $ 1,410,485 | $ 1,329,905 |
Operating segments | ANGI Homeservices | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 375,061 | 343,896 | 718,711 | 647,339 |
Operating segments | ANGI Homeservices | North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 357,417 | 324,400 | 681,549 | 606,394 |
Operating segments | ANGI Homeservices | North America | Total Marketplace revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 293,173 | 261,291 | 551,949 | 481,791 |
Operating segments | ANGI Homeservices | North America | Consumer connection revenue(a) | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 272,649 | 241,236 | 512,479 | 442,818 |
Operating segments | ANGI Homeservices | North America | Service professional membership subscription revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,017 | 16,302 | 26,794 | 32,702 |
Operating segments | ANGI Homeservices | North America | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,507 | 3,753 | 12,676 | 6,271 |
Operating segments | ANGI Homeservices | North America | Advertising and other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 64,244 | 63,109 | 129,600 | 124,603 |
Operating segments | ANGI Homeservices | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 17,644 | 19,496 | 37,162 | 40,945 |
Operating segments | ANGI Homeservices | Europe | Advertising and other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 484 | 651 | 1,014 | 1,235 |
Operating segments | ANGI Homeservices | Europe | Consumer connection revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,945 | 15,232 | 29,634 | 32,355 |
Operating segments | ANGI Homeservices | Europe | Service professional membership subscription revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,215 | 3,613 | 6,514 | 7,355 |
Operating segments | Vimeo | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67,334 | 45,713 | 124,302 | 89,294 |
Operating segments | Vimeo | Platform revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67,334 | 45,713 | 124,302 | 87,015 |
Operating segments | Vimeo | Hardware revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 2,279 |
Operating segments | Dotdash | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 44,621 | 37,728 | 88,741 | 71,689 |
Operating segments | Dotdash | Total advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26,601 | 29,005 | 56,490 | 55,013 |
Operating segments | Dotdash | Performance marketing revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18,020 | 8,723 | 32,251 | 16,676 |
Operating segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 131,263 | 193,900 | 285,682 | 389,944 |
Operating segments | Search | Total advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 126,614 | 189,946 | 276,787 | 381,351 |
Operating segments | Search | Google advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 105,283 | 182,437 | 232,080 | 365,815 |
Operating segments | Search | Non-Google advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 21,331 | 7,509 | 44,707 | 15,536 |
Operating segments | Search | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,649 | 3,954 | 8,895 | 8,593 |
Operating segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 108,127 | 67,579 | 193,169 | 131,832 |
Operating segments | Emerging & Other | Total Marketplace revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 28,387 | 11,833 | 39,150 | 21,689 |
Operating segments | Emerging & Other | Total advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,013 | 6,923 | 7,560 | 12,779 |
Operating segments | Emerging & Other | Google advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 511 | 1,003 | 1,345 | 2,028 |
Operating segments | Emerging & Other | Non-Google advertising revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,502 | 5,920 | 6,215 | 10,751 |
Operating segments | Emerging & Other | Subscription revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 76,141 | 46,644 | 144,425 | 91,678 |
Operating segments | Emerging & Other | Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 586 | $ 2,179 | $ 2,034 | $ 5,686 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information about Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenue and long-lived assets by geography | |||||
Revenue | $ 726,361 | $ 688,685 | $ 1,410,485 | $ 1,329,905 | |
Long-lived assets (excluding goodwill and intangible assets) | 269,221 | 269,221 | $ 305,414 | ||
United States | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 587,768 | 534,752 | 1,125,111 | 1,020,434 | |
Long-lived assets (excluding goodwill and intangible assets) | 259,393 | 259,393 | 297,433 | ||
All other countries | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 138,593 | $ 153,933 | 285,374 | $ 309,471 | |
Long-lived assets (excluding goodwill and intangible assets) | $ 9,828 | $ 9,828 | $ 7,981 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Operating Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | $ (107,019) | $ (13,770) | $ (419,357) | $ (47,953) | |
Stock-Based Compensation Expense | 79,697 | 35,607 | 116,878 | 70,282 | |
Depreciation | 16,604 | 12,893 | 32,096 | 24,033 | |
Amortization of Intangibles | 26,303 | 19,226 | 72,062 | 41,567 | |
Goodwill impairment | 0 | 0 | 211,973 | 0 | $ 3,318 |
Interest expense | (1,555) | (3,237) | (3,772) | (6,504) | |
Other income (expense), net | (21,569) | 33,982 | (79,017) | 28,565 | |
(Loss) earnings before income taxes | (130,143) | 16,975 | (502,146) | (25,892) | |
Income tax benefit | 36,079 | 5,046 | 77,511 | 34,240 | |
Net (loss) earnings | (94,064) | 22,021 | (424,635) | 8,348 | |
Net (earnings) loss attributable to noncontrolling interests | (2,053) | (8,232) | 319 | (8,806) | |
Net (loss) earnings attributable to IAC shareholders | (96,117) | 13,789 | (424,316) | (458) | |
ANGI Homeservices | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Goodwill impairment | 0 | 0 | |||
Search | |||||
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 | 0 | $ 3,318 | |||
Operating segments | ANGI Homeservices | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | 17,644 | 11,403 | 1,348 | 7,762 | |
Stock-Based Compensation Expense | 14,759 | 17,520 | 40,334 | 36,802 | |
Depreciation | 12,555 | 8,796 | 24,693 | 15,795 | |
Amortization of Intangibles | 12,978 | 13,713 | 25,958 | 28,252 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 | |
Goodwill impairment | 0 | ||||
Adjusted EBITDA | 57,936 | 51,432 | 92,333 | 88,611 | |
Operating segments | Vimeo | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | (7,736) | (11,616) | (22,325) | (29,400) | |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 | |
Depreciation | 102 | 132 | 160 | 325 | |
Amortization of Intangibles | 2,915 | 2,020 | 6,038 | 3,411 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 | |
Goodwill impairment | 0 | ||||
Adjusted EBITDA | (4,719) | (9,464) | (16,127) | (25,664) | |
Operating segments | Dotdash | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | 7,676 | 7,010 | 10,087 | 10,057 | |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 | |
Depreciation | 617 | 218 | 827 | 444 | |
Amortization of Intangibles | 3,819 | 1,147 | 8,209 | 5,024 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 | |
Goodwill impairment | 0 | ||||
Adjusted EBITDA | 12,112 | 8,375 | 19,123 | 15,525 | |
Operating segments | Search | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | 8,781 | 31,705 | (211,782) | 71,793 | |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 | |
Depreciation | 663 | 486 | 983 | 1,012 | |
Amortization of Intangibles | 0 | 0 | 21,400 | 0 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 | |
Goodwill impairment | 211,973 | ||||
Adjusted EBITDA | 9,444 | 32,191 | 22,574 | 72,805 | |
Operating segments | Emerging & Other | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | (8,986) | (12,527) | (26,856) | (29,779) | |
Stock-Based Compensation Expense | 25 | 0 | 50 | 0 | |
Depreciation | 378 | 175 | 680 | 343 | |
Amortization of Intangibles | 6,591 | 2,346 | 10,457 | 4,880 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | (636) | 1,617 | (6,918) | 3,146 | |
Goodwill impairment | 0 | ||||
Adjusted EBITDA | (2,628) | (8,389) | (22,587) | (21,410) | |
Corporate | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Operating loss | (124,398) | (39,745) | (169,829) | (78,386) | |
Stock-Based Compensation Expense | 64,913 | 18,087 | 76,494 | 33,480 | |
Depreciation | 2,289 | 3,086 | 4,753 | 6,114 | |
Amortization of Intangibles | 0 | 0 | 0 | 0 | |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | 0 | |
Goodwill impairment | 0 | ||||
Adjusted EBITDA | $ (57,196) | $ (18,572) | $ (88,582) | $ (38,792) |
FINANCIAL STATEMENT DETAILS - C
FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 2,447,678 | $ 839,796 | $ 675,111 | $ 884,975 |
Restricted cash included in other current assets | 658 | 527 | 1,444 | 1,441 |
Restricted cash included in other non-current assets | 413 | 409 | 420 | 420 |
Total cash and cash equivalents and restricted cash as shown on the statement of cash flows | $ 2,448,749 | $ 840,732 | $ 676,975 | $ 886,836 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Accumulated Amortization and Depreciation (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Depreciation, Depletion and Amortization [Abstract] | ||
Right-of-use assets included in other non-current assets | $ 54,016 | $ 35,775 |
Building, capitalized software, leasehold improvements and equipment, net | 203,620 | 201,798 |
Intangible assets | $ 251,874 | $ 201,454 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Other (expense) income, net | $ (21,569) | $ 33,982 | $ (79,017) | $ 28,565 |
FINANCIAL STATEMENT DETAILS - N
FINANCIAL STATEMENT DETAILS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||||
Unrealized gain (loss) on investments | $ (76,191) | $ 31,195 | |||
Foreign exchange gain (loss) | $ 1,400 | ||||
Interest income | 1,100 | $ 4,000 | 5,600 | 8,200 | |
Impairment of equity securities without readily determinable fair value | 51,500 | $ 51,500 | 51,500 | ||
Impairment of note receivable and warrant | $ 7,500 | ||||
Gain (loss) on sale of business | (8,200) | ||||
Mark-to-market charge for indemnification claim | 1,100 | ||||
MGM | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Unrealized gain (loss) on investments | $ (24,700) | $ (24,700) | |||
Condensed Income Statements, Captions [Line Items] | |||||
Unrealized gain (loss) on investments | $ 29,800 | $ 29,800 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) | Jun. 13, 2019plaintiff | Aug. 31, 2018plaintiff | Aug. 14, 2018USD ($)plaintiff | Jun. 30, 2020USD ($)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 | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ | $ 2,000,000,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | Jan. 31, 2020office_building | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)aircraftshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Aug. 23, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 14, 2018USD ($) | Dec. 21, 2012USD ($) |
Related Party Transaction [Line Items] | ||||||||||||
Notes receivable from related parties | $ 55,300,000 | $ 27,200,000 | ||||||||||
IAC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Allocated costs from related party | $ 61,500,000 | $ 36,900,000 | $ 85,500,000 | $ 72,400,000 | ||||||||
Interest income from related party (less than) | 100,000 | 100,000 | ||||||||||
Outstanding payables due | $ 2,500,000 | $ 15,000,000 | ||||||||||
Expenses from transactions with related party | 0 | 18,830,000 | 12,652,000 | 38,959,000 | ||||||||
ANGI | Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from (to) related party | 0 | 0 | 0 | |||||||||
ANGI | Leased Office Space | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | 500,000 | 1,500,000 | 1,400,000 | 2,900,000 | ||||||||
ANGI | Sold Office Space | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 100,000 | $ 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% | 50.00% | ||||||||||
Number of aircraft operated | aircraft | 2 | |||||||||||
Proportion of total purchase price and refurbish costs paid in related party transaction (as a percent) | 50.00% | |||||||||||
Expected costs from transactions with related party | $ 72,300,000 | $ 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% | 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 | 1,300,000 | $ 2,400,000 | 2,700,000 | ||||||||
ANGI Homeservices | New IAC | Tax Sharing Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Outstanding payables due | 700,000 | 700,000 | $ 200,000 | |||||||||
Refunds paid to related party | 3,100,000 | 3,100,000 | ||||||||||
Expenses from transactions with related party | $ 11,400,000 | |||||||||||
ANGI Homeservices | New IAC | Leased Office Space | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from transactions with related party | $ 400,000 | $ 500,000 | $ 900,000 | $ 500,000 | ||||||||
Class B Common Stock | ANGI Homeservices | ANGI | Employee Matters Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock received from related party (shares) | shares | 0 | 100,000 | 200,000 | 300,000 | ||||||||
Common Stock | ANGI | Sold Office Space | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock received in transaction with related party (shares) | shares | 1,400,000 |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Taxes | $ 36,079 | $ 5,046 | $ 77,511 | $ 34,240 |
IAC | ||||
Related Party Transaction [Line Items] | ||||
Cash transfers to (from) Old IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by Old IAC on behalf of the Company, net | 43,705 | 43,189 | (1,742,854) | 91,898 |
Contribution of buildings to Match Group | 0 | 0 | 34,973 | 0 |
Taxes | 9,388 | (11,634) | 34,436 | (19,001) |
Allocation of costs from Old IAC | 0 | (18,830) | (12,652) | (38,959) |
Interest income, net | 30 | 0 | 102 | 0 |
Net decrease (increase) in Old IAC's investment in the Company prior to the Separation | $ 53,123 | $ 12,725 | $ (1,685,995) | $ 33,938 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) shares in Millions, $ in Billions | Jul. 01, 2020 | Jun. 09, 2020 | Aug. 07, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||
Stock acquired of equity method investment (shares) | 23.5 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock acquired of equity method investment (shares) | 35.6 | |||
Stock owned in equity method investment (shares) | 59 | |||
Ownership interest in equity method investment (as a percent) | 12.00% | |||
Common Class M | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period (shares) | 17 | |||
Value of stock issued during period | $ 1.4 | |||
Common Class M | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Value of stock issued during period | $ 1.4 |