Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 23, 2015 | |
Entity Registrant Name | IAC/INTERACTIVECORP | |
Entity Central Index Key | 891,103 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 77,196,951 | |
Class B Convertible Common Stock | ||
Entity Common Stock, Shares Outstanding | 5,789,499 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 766,448 | $ 990,405 |
Marketable securities | 53,937 | 160,648 |
Accounts receivable, net of allowance of $16,202 and $12,437, respectively | 246,978 | 236,086 |
Other current assets | 178,883 | 166,742 |
Total current assets | 1,246,246 | 1,553,881 |
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 299,078 | 302,459 |
Goodwill | 1,769,141 | 1,754,926 |
Intangible assets, net of accumulated amortization of $122,653 and $98,937 respectively | 459,921 | 491,936 |
Long-term investments | 138,825 | 114,983 |
Other non-current assets | 114,107 | 56,693 |
TOTAL ASSETS | 4,027,318 | 4,274,878 |
LIABILITIES: | ||
Accounts payable, trade | 68,448 | 81,163 |
Deferred revenue | 237,947 | 194,988 |
Accrued expenses and other current liabilities | 347,062 | 397,803 |
Total current liabilities | 653,457 | 673,954 |
Long-term debt | 1,000,000 | 1,080,000 |
Income taxes payable | 23,641 | 32,635 |
Deferred income taxes | 417,326 | 409,529 |
Other long-term liabilities | 62,476 | 45,191 |
Redeemable noncontrolling interests | $ 25,227 | $ 40,427 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY: | ||
Additional paid-in capital | $ 11,459,267 | $ 11,415,617 |
Retained earnings | 391,492 | 325,118 |
Accumulated other comprehensive loss | (144,488) | (87,700) |
Treasury stock 187,137,267 and 184,182,001 shares, respectively | (9,861,350) | (9,661,350) |
Total IAC shareholders' equity | 1,845,191 | 1,991,953 |
Noncontrolling interests | 0 | 1,189 |
Total shareholders' equity | 1,845,191 | 1,993,142 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,027,318 | 4,274,878 |
Common Stock | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 254 | 252 |
Class B Convertible Common Stock | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | $ 16 | $ 16 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance (in dollars) | $ 16,202 | $ 12,437 |
Accumulated depreciation and amortization, property and equipment (in dollars) | 305,226 | 279,534 |
Accumulated amortization (in dollars) | $ 122,653 | $ 98,937 |
Treasury stock, shares | 187,137,267 | 184,182,001 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 1,600,000,000 | 1,600,000,000 |
Common stock, issued shares | 253,957,313 | 252,170,058 |
Common stock, outstanding shares | 77,188,046 | 78,356,057 |
Class B Convertible Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 400,000,000 | 400,000,000 |
Common stock, issued shares | 16,157,499 | 16,157,499 |
Common stock, outstanding shares | 5,789,499 | 5,789,499 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 838,561 | $ 782,231 | $ 2,382,205 | $ 2,278,793 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 205,261 | 224,695 | 580,090 | 644,659 |
Selling and marketing expense | 337,226 | 278,321 | 1,014,289 | 849,410 |
General and administrative expense | 134,122 | 106,987 | 378,265 | 311,973 |
Product development expense | 46,859 | 40,691 | 138,546 | 118,352 |
Depreciation | 15,625 | 14,133 | 46,693 | 44,208 |
Amortization of intangibles | 12,338 | 16,451 | 39,304 | 41,836 |
Total operating costs and expenses | 751,431 | 681,278 | 2,197,187 | 2,010,438 |
Operating income | 87,130 | 100,953 | 185,018 | 268,355 |
Equity in earnings (losses) of unconsolidated affiliates | 398 | (612) | (78) | (9,397) |
Interest expense | (15,992) | (14,009) | (45,270) | (42,119) |
Other income (expense), net | 34,000 | 4,113 | 39,826 | (58,810) |
Earnings from continuing operations before income taxes | 105,536 | 90,445 | 179,496 | 158,029 |
Income tax (provision) benefit | (40,510) | 59,816 | (34,722) | 8,542 |
Earnings from continuing operations | 65,026 | 150,261 | 144,774 | 166,571 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings | 65,043 | 325,991 | 144,763 | 340,619 |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Net earnings (loss) attributable to IAC shareholders | $ 65,611 | $ 326,812 | $ 151,321 | $ 344,701 |
Per share information attributable to IAC shareholders: | ||||
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ 0.79 | $ 1.81 | $ 1.82 | $ 2.05 |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | 0.74 | 1.70 | 1.71 | 1.93 |
Basic earnings (loss) per share (in dollars per share) | 0.79 | 3.91 | 1.82 | 4.15 |
Diluted earnings (loss) per share (in dollars per share) | 0.74 | 3.68 | 1.71 | 3.91 |
Dividends declared per share (in dollars per share) | $ 0.34 | $ 0.34 | $ 1.02 | $ 0.82 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 27,009 | $ 17,332 | $ 71,869 | $ 43,497 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 307 | 453 | 846 | 904 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 2,442 | 775 | 7,284 | 1,628 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 21,683 | 14,094 | 56,320 | 35,753 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 2,577 | $ 2,010 | $ 7,419 | $ 5,212 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 65,043 | $ 325,991 | $ 144,763 | $ 340,619 |
Other comprehensive (loss) income, net of tax: | ||||
Change in foreign currency translation adjustment | (10,603) | (36,759) | (58,604) | (31,569) |
Change in unrealized gains and losses of available-for-sale securities (net of tax benefits of $277 and $95 for the three and nine months ended September 30, 2015, respectively, and net of tax benefits of $245 and $1,683 for the three and nine months ended September 30, 2014, respectively) | (3,617) | (389) | 632 | (2,639) |
Total other comprehensive loss, net of tax | (14,220) | (37,148) | (57,972) | (34,208) |
Comprehensive income | 50,823 | 288,843 | 86,791 | 306,411 |
Comprehensive loss attributable to noncontrolling interests | 595 | 1,107 | 7,742 | 4,568 |
Comprehensive income attributable to IAC shareholders | $ 51,418 | $ 289,950 | $ 94,533 | $ 310,979 |
CONSOLIDATED STATEMENT OF COMP6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax benefit of change in unrealized gains and losses of available-for-sale securities | $ 277 | $ 245 | $ 95 | $ 1,683 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | IAC | Common StockCommon Stock $.001 Par Value | Common StockClass B Convertible Common Stock $.001 Par Value | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interests |
Beginning balance at Dec. 31, 2014 | $ 1,993,142 | $ 1,991,953 | $ 252 | $ 16 | $ 11,415,617 | $ 325,118 | $ (87,700) | $ (9,661,350) | $ 1,189 |
Beginning balance, common stock (in shares) at Dec. 31, 2014 | 252,170 | 16,157 | |||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Net (loss) earnings for the nine months ended September 30, 2015 | 151,321 | 151,321 | 151,321 | ||||||
Other comprehensive loss, net of tax | (56,788) | (56,788) | (56,788) | ||||||
Stock-based compensation expense | 62,611 | 62,611 | 62,611 | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (39,510) | (39,510) | $ 2 | (39,512) | |||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares) | 1,787 | ||||||||
Income tax benefit related to stock-based awards | 37,298 | 37,298 | 37,298 | ||||||
Dividends | (84,947) | (84,947) | (84,947) | ||||||
Purchase of treasury stock | (200,000) | (200,000) | (200,000) | ||||||
Adjustment of redeemable noncontrolling interests to fair value | (15,903) | (15,903) | (15,903) | ||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests | (1,189) | (1,189) | |||||||
Other | (844) | (844) | (844) | ||||||
Ending balance at Sep. 30, 2015 | 1,845,191 | $ 1,845,191 | $ 254 | $ 16 | $ 11,459,267 | $ 391,492 | $ (144,488) | $ (9,861,350) | $ 0 |
Ending balance, common stock (in shares) at Sep. 30, 2015 | 253,957 | 16,157 | |||||||
Beginning balance at Dec. 31, 2014 | 40,427 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||||
Net (loss) earnings | (6,558) | ||||||||
Other comprehensive loss, net of tax | (1,184) | ||||||||
Stock-based compensation expense | 5,066 | ||||||||
Purchase of redeemable noncontrolling interests | (29,899) | ||||||||
Adjustment of redeemable noncontrolling interests to fair value | 15,903 | ||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests | 1,189 | ||||||||
Other | 283 | ||||||||
Ending balance at Sep. 30, 2015 | $ 25,227 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities attributable to continuing operations: | ||
Net earnings | $ 144,763 | $ 340,619 |
Earnings (loss) from discontinued operations, net of tax | (11) | 174,048 |
Earnings from continuing operations | 144,774 | 166,571 |
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations: | ||
Stock-based compensation expense | 71,869 | 43,497 |
Depreciation | 46,693 | 44,208 |
Amortization of intangibles | 39,304 | 41,836 |
Impairment of long-term investments | 1,304 | 64,281 |
Excess tax benefits from stock-based awards | (49,147) | (41,320) |
Deferred income taxes | (7,851) | 88,739 |
Equity in losses of unconsolidated affiliates | 78 | 9,397 |
Acquisition-related contingent consideration fair value adjustments | (17,906) | (13,781) |
Gain on real estate transaction | (33,586) | 0 |
Other changes in assets and liabilities, net | 13,852 | 10,080 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (25,822) | (12,779) |
Other assets | (13,746) | (8,735) |
Accounts payable and other current liabilities | (17,453) | (24,183) |
Income taxes payable | (13,748) | (114,584) |
Deferred revenue | 45,674 | 41,667 |
Other changes in assets and liabilities, net | (182) | (233) |
Net cash provided by operating activities attributable to continuing operations | 184,107 | 294,661 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | (43,286) | (244,196) |
Capital expenditures | (44,558) | (39,033) |
Proceeds from maturities and sales of marketable debt securities | 192,928 | 998 |
Purchases of marketable debt securities | (93,134) | (110,886) |
Purchases of long-term investments | (25,073) | (17,703) |
Other, net | 4,456 | 11,924 |
Net cash used in investing activities attributable to continuing operations | (8,667) | (398,896) |
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (200,000) | 0 |
Dividends | (84,947) | (68,505) |
Principal payment on long-term debt | (80,000) | 0 |
Issuance of common stock, net of withholding taxes | (40,197) | (4,823) |
Excess tax benefits from stock-based awards | 49,147 | 41,320 |
Purchase of noncontrolling interests | (29,899) | (30,328) |
Funds returned from escrow for Meetic tender offer | 0 | 12,354 |
Acquisition-related contingent consideration payments | (5,712) | (7,659) |
Other, net | 512 | (1,397) |
Net cash used in financing activities attributable to continuing operations | (391,096) | (59,038) |
Total cash used in continuing operations | (215,656) | (163,273) |
Total cash used in discontinued operations | (190) | (171) |
Effect of exchange rate changes on cash and cash equivalents | (8,111) | (5,288) |
Net decrease in cash and cash equivalents | (223,957) | (168,732) |
Cash and cash equivalents at beginning of period | 990,405 | 1,100,444 |
Cash and cash equivalents at end of period | $ 766,448 | $ 931,712 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations IAC is a leading media and Internet company. The Company is organized into four segments: The Match Group, which consists of dating, education and fitness businesses with brands such as Match, OkCupid, Tinder, The Princeton Review and DailyBurn; Search & Applications, which includes brands such as About.com, Ask.com, Dictionary.com and Investopedia; Media, which consists of businesses such as Vimeo, Electus, The Daily Beast and CollegeHumor; and eCommerce, which includes HomeAdvisor and ShoeBuy. IAC's brands and products are among the most recognized in the world reaching users in over 200 countries. All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp. Match Group, Inc. Initial Public Offering and Acquisition of PlentyOfFish On November 9, 2015, Match Group, Inc. filed a registration statement on Form S-1 with the Securities and Exchange Commission ("SEC") relating to the proposed initial public offering ("IPO") of less than 20% of its common stock. The IPO is expected to be completed during the fourth quarter of 2015. On October 28, 2015, Match Group, Inc. completed its previously announced purchase of Plentyoffish Media Inc., or PlentyOfFish, for $575 million in cash. Basis of Presentation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). Basis of Consolidation and Accounting for Investments The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated 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 consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Accounting Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that 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 marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the liabilities for uncertain tax positions; 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. Certain Risks and Concentrations A substantial portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google"). On October 26, 2015, the Company and Google entered into a services agreement that is effective as of April 1, 2016, following the expiration of the current services agreement, and expires on March 31, 2020. The Company may choose to terminate the agreement effective March 31, 2019. These services agreements require that we comply with certain guidelines promulgated by Google. Subject to certain limitations, Google may unilaterally update its policies and guidelines, which could require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. For the three and nine months ended September 30, 2015 , revenue earned from Google is $332.0 million and $979.8 million , respectively. For the three and nine months ended September 30, 2014 , revenue earned from Google is $351.4 million and $1.1 billion , respectively. This revenue is earned by the businesses comprising the Search & Applications segment. Accounts receivable related to revenue earned from Google totaled $112.2 million and $118.7 million at September 30, 2015 and December 31, 2014 , respectively. Recent Accounting Pronouncement In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU No. 2014-09 may either be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the new guidance and has not yet determined whether the adoption of the new standard will have a material impact on its consolidated financial statements or the method and timing of adoption. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES At the end of each interim period, the Company makes its best estimate of 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 the liabilities for uncertain tax positions is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs. For the three and nine months ended September 30, 2015 , the Company recorded an income tax provision for continuing operations of $ 40.5 million and $ 34.7 million , respectively, which represents effective income tax rates of 38% and 19% , respectively. The effective tax rate for the three months ended September 30, 2015 is higher than the statutory rate of 35% due primarily to state taxes, partially offset by foreign income taxed at lower rates. The effective tax rate for the nine months ended September 30, 2015 is lower than the statutory rate of 35% due primarily to the realization of certain deferred tax assets, a reduction in tax reserves and related interest due to the expiration of statutes of limitations and the non-taxable gain on contingent consideration fair value adjustments in the current year period. For the three and nine months ended September 30, 2014 , the Company recorded an income tax benefit for continuing operations of $ 59.8 million and $ 8.5 million , respectively, despite pre-tax income of $ 90.4 million and $ 158.0 million , respectively. The income tax benefit for the three and nine months ended September 30, 2014 is due principally to a reduction in tax reserves and related interest due to the expiration of statutes of limitations for federal income taxes for 2001 through 2009 of $88.2 million . The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Included in the income tax provision for continuing operations for the three and nine months ended September 30, 2015 , is a less than $0.1 million expense and a $0.2 million benefit, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At September 30, 2015 and December 31, 2014 , the Company has accrued $2.2 million and $2.8 million , respectively, for the payment of interest. At September 30, 2015 and December 31, 2014 , the Company has accrued $2.1 million and $2.9 million , respectively, for penalties. The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service is currently auditing the Company’s federal income tax returns for the years ended December 31, 2010 through 2012. Various other jurisdictions are open to examination for various tax years beginning with 2009. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon resolution of audits and amounts previously provided may be material. Differences between the reserves for uncertain tax positions and the amounts owed by the Company are recorded in the period they become known. At September 30, 2015 and December 31, 2014 , unrecognized tax benefits, including interest and penalties, are $24.8 million and $33.2 million , respectively. If unrecognized tax benefits at September 30, 2015 are subsequently recognized, $22.8 million , net of related deferred tax assets and interest, would reduce income tax provision for continuing operations. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $7.7 million within twelve months of September 30, 2015 primarily due to expiration of statutes of limitations and settlements. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2015 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES At September 30, 2015 , current available-for-sale marketable securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Corporate debt securities $ 53,600 $ 7 $ (129 ) $ 53,478 Equity security 98 361 — 459 Total marketable securities $ 53,698 $ 368 $ (129 ) $ 53,937 At December 31, 2014 , current available-for-sale marketable securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Corporate debt securities $ 159,418 $ 34 $ (255 ) $ 159,197 Equity security 98 1,353 — 1,451 Total marketable securities $ 159,516 $ 1,387 $ (255 ) $ 160,648 The unrealized gains and losses in the tables above are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. The gross unrealized losses on the marketable debt securities relate primarily to changes in interest rates. The Company does not consider the gross unrealized losses to be other-than-temporary because the Company does not intend to sell the marketable debt securities that generated the gross unrealized losses at September 30, 2015 , and it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized costs bases, which may be maturity. The contractual maturities of debt securities classified as current available-for-sale at September 30, 2015 are as follows: Amortized Cost Fair Value (In thousands) Due in one year or less $ 4,374 $ 4,370 Due after one year through five years 49,226 49,108 Total $ 53,600 $ 53,478 The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities and the related gross realized gains: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Proceeds from maturities and sales of available-for-sale marketable securities $ 178,315 $ 1,114 $ 192,928 $ 4,576 Gross realized gains 17 1,063 22 3,362 There were no gross realized losses from the maturities and sales of available-for-sale marketable securities for the three and nine months ended September 30, 2015 and 2014 . However, during the second quarter of 2015 , the Company recognized $0.3 million in losses that were deemed to be other-than-temporary related to various corporate debt securities that were expected to be sold by the Company, in part, to fund its cash needs related to Match Group, Inc.'s acquisition of PlentyOfFish for $575 million . Gross realized gains from the maturities and sales of available-for-sale marketable securities and gross unrealized losses that were deemed to be other-than-temporary are included in "Other income (expense), net" in the accompanying consolidated statement of operations. The specific-identification method is used to determine the cost of securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income into earnings. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS 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 prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs. The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2015 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 $ 375,094 $ — $ — $ 375,094 Time deposits — 45,005 — 45,005 Commercial paper — 8,999 — 8,999 Marketable securities: Corporate debt securities — 53,478 — 53,478 Equity security 459 — — 459 Long-term investments: Auction rate security — — 5,010 5,010 Marketable equity security 9,594 — — 9,594 Total $ 385,147 $ 107,482 $ 5,010 $ 497,639 Liabilities: Contingent consideration arrangements $ — $ — $ (31,470 ) $ (31,470 ) December 31, 2014 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 $ 174,720 $ — $ — $ 174,720 Time deposits — 42,914 — 42,914 Commercial paper — 388,801 — 388,801 Marketable securities: Corporate debt securities — 159,197 — 159,197 Equity security 1,451 — — 1,451 Long-term investments: Auction rate security — — 6,070 6,070 Marketable equity security 7,410 — — 7,410 Total $ 183,581 $ 590,912 $ 6,070 $ 780,563 Liabilities: Contingent consideration arrangements $ — $ — $ (30,140 ) $ (30,140 ) The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at July 1 $ 6,630 $ (31,858 ) $ 9,250 $ (41,397 ) Total net gains (losses): Included in earnings: Fair value adjustments — 960 — 14,281 Included in other comprehensive (loss) income (1,620 ) (579 ) (670 ) 1,918 Settlements — 7 — 29 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) Nine Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at January 1 $ 6,070 $ (30,140 ) $ 8,920 $ (45,828 ) Total net gains (losses): Included in earnings: Fair value adjustments — 17,906 — 13,781 Foreign currency exchange gains — 626 — — Included in other comprehensive (loss) income (1,060 ) 1,538 (340 ) 2,054 Fair value at date of acquisition — (27,112 ) — (2,835 ) Settlements — 5,712 — 7,659 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) Auction rate security The Company's auction rate security is valued by discounting the estimated future cash flow streams of the security over the life of the security. Credit spreads and other risk factors are also considered in establishing fair value. The cost basis of the auction rate security is $10.0 million , with gross unrealized losses of $5.0 million and $3.9 million at September 30, 2015 and December 31, 2014 , respectively. The unrealized losses are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At September 30, 2015 , the auction rate security is rated BBB- and matures in 2035. The Company does not consider the auction rate security to be other-than-temporarily impaired at September 30, 2015 , due to its credit rating and because the Company does not intend to sell this security, and it is not more likely than not that the Company will be required to sell this security, before the recovery of its amortized cost basis, which may be maturity. Contingent Consideration Arrangements As of September 30, 2015 , there are nine contingent consideration arrangements related to business acquisitions. Eight of the contingent consideration arrangements have limits as to the maximum amount that can be paid; the maximum contingent payments related to these arrangements is $242.8 million and the fair value of these arrangements at September 30, 2015 is $31.0 million . The fair value of the one contingent consideration arrangement without a limit on the maximum amount is $0.5 million at September 30, 2015 . The contingent consideration arrangements are generally based upon earnings performance and/or operating metrics such as monthly active users. The Company determines the fair value of the contingent consideration arrangements by using a probability-weighted analysis to determine the amount of the gross liability, and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the obligation. The number of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements. The fair values of the contingent consideration arrangements at September 30, 2015 reflect discount rates ranging from 12 - 25 %. The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at September 30, 2015 includes a current portion of $0.7 million and non-current portion of $30.8 million , which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet. Assets measured at fair value on a nonrecurring basis The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity and cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Cost method investments At September 30, 2015 and December 31, 2014 , the carrying values of the Company's investments accounted for under the cost method totaled $113.7 million and $90.9 million , respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so. In the second quarter of 2014, the Company recorded $64.2 million of other-than-temporary impairment charges for certain cost method investments as a result of our assessment of the near-term prospects and financial condition of the investees. This charge is included in "Other income (expense), net" in the accompanying consolidated statement of operations. Equity method investments In the second quarter of 2014, the Company recorded a $4.2 million other-than-temporary impairment charge on an equity method investment following the sale of a majority of the investee's assets. This charge is included in "Equity in earnings (losses) of unconsolidated affiliates" in the accompanying consolidated statement of operations. Long-term marketable equity security The cost basis of the Company's long-term marketable equity security at September 30, 2015 and December 31, 2014 is $8.7 million , with a gross unrealized gain of $0.9 million and a gross unrealized loss of $1.2 million at September 30, 2015 and December 31, 2014 , respectively. The gross unrealized gain at September 30, 2015 and gross unrealized loss at December 31, 2014 are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair (In thousands) Long-term debt $ (1,000,000 ) $ (990,050 ) $ (1,080,000 ) $ (1,099,813 ) The fair value of long-term debt is estimated using market prices or indices for similar liabilities and takes into consideration other factors such as credit quality and maturity, which are Level 3 inputs. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of: September 30, 2015 December 31, 2014 (In thousands) 4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commenced May 30, 2014 $ 500,000 $ 500,000 4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013 500,000 500,000 5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035 (the "Liberty Bonds"); interest payable each March 1 and September 1, which commenced March 1, 2006 — 80,000 Total long-term debt $ 1,000,000 $ 1,080,000 The 2013 and 2012 Senior Notes were issued on November 15, 2013 and December 21, 2012, respectively. On December 21, 2012, IAC entered into a $300 million revolving credit facility (the "IAC credit facility"). On October 7, 2015, the IAC credit facility agreement was amended and restated, and now expires October 7, 2020. At September 30, 2015 and December 31, 2014 , there are no outstanding borrowings under the IAC credit facility. The annual fee to maintain the IAC credit facility is 35 basis points. Also, on October 7, 2015, Match Group, Inc. entered into a $500 million revolving credit facility, which expires on October 7, 2020 (the "Match credit facility"). The annual fee to maintain the Match credit facility is 35 basis points. On October 16, 2015, Match Group, Inc. commenced a private exchange offer to eligible holders to exchange any and all of the 2012 Senior Notes for up to $500 million aggregate principal amount of new 6.75% Senior Notes due 2022 (the "Match Notes") to be issued by Match Group, Inc. ("Match Exchange Offer"). The Company expects to exchange $443.5 million of the 2012 Senior Notes for $443.5 million of the Match Notes pursuant to the Match Exchange Offer. Based on the results of the Match Exchange Offer, IAC does not expect to accept any 2013 Senior Notes for payment in the cash tender offer, which commenced on October 16, 2015. The 2013 and 2012 Senior Notes are unconditionally guaranteed by certain IAC domestic subsidiaries, which are designated as guarantor subsidiaries. The guarantor subsidiaries are the same for the 2013 and 2012 Senior Notes and the IAC credit facility; any borrowings under the IAC credit facility would also be secured by the stock of certain of our domestic and foreign subsidiaries. See Note 11 for guarantor and non-guarantor financial information. The Match credit facility is guaranteed by the same entities that guarantee the 2013 and 2012 Senior Notes and the IAC credit facility, and also secured by the stock of certain Match Group, Inc. domestic and foreign subsidiaries. The Company expects that, promptly following the closing of the Match Exchange Offer, Match Group, Inc. will be designated an unrestricted subsidiary of IAC for purposes of the indentures governing the 2013 and 2012 Senior Notes and the IAC credit facility. Upon such designation, neither Match Group, Inc. nor any of its subsidiaries will guarantee any debt of the Company. The indentures governing the 2013 and 2012 Senior Notes restrict our ability to incur additional indebtedness in the event we are not in compliance with the maximum leverage ratio of 3.0 to 1.0 . In addition, the terms of the IAC credit facility require that we maintain a leverage ratio of not more than 3.25 to 1.0 and restrict our ability to incur additional indebtedness. The Company was in compliance with all applicable covenants at September 30, 2015 . The terms of the Match credit facility require Match Group, Inc. to maintain a leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0 , and restrict Match Group, Inc.'s ability to incur additional indebtedness. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive (loss) income. Three Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (133,895 ) $ 3,600 $ (130,295 ) Other comprehensive loss, net of tax benefit of $0.1 million related to unrealized losses on available-for-sale securities (8,420 ) (3,501 ) (11,921 ) Amounts reclassified to earnings (2,191 ) (81 ) (a) (2,272 ) Net current period other comprehensive loss (10,611 ) (3,582 ) (14,193 ) Balance as of September 30 $ (144,506 ) $ 18 $ (144,488 ) _________________________________________ (a) Amount is net of a tax provision of $0.1 million . Three Months Ended September 30, 2014 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (15,282 ) $ 5,376 $ (9,906 ) Other comprehensive (loss) income before reclassifications, net of tax provision of $0.2 million related to unrealized losses on available-for-sale securities (36,428 ) 231 (36,197 ) Amounts reclassified to earnings related to unrealized gains on available-for-sale securities, net of tax provision of $0.4 million — (665 ) (665 ) Net current period other comprehensive loss (36,428 ) (434 ) (36,862 ) Balance as of September 30 $ (51,710 ) $ 4,942 $ (46,768 ) Nine Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized (Losses) Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (86,848 ) $ (852 ) $ (87,700 ) Other comprehensive (loss) income, net of tax benefit of $0.3 million related to unrealized losses on available-for-sale securities (55,467 ) 788 (54,679 ) Amounts reclassified to earnings (2,191 ) 82 (b) (2,109 ) Net current period other comprehensive (loss) income (57,658 ) 870 (56,788 ) Balance as of September 30 $ (144,506 ) $ 18 $ (144,488 ) _________________________________________ (b) Amount is net of a tax benefit of $0.1 million . Nine Months Ended September 30, 2014 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (20,352 ) $ 7,306 $ (13,046 ) Other comprehensive loss before reclassifications, net of tax benefit of $0.5 million related to unrealized losses on available-for-sale securities (31,358 ) (439 ) (31,797 ) Amounts reclassified to earnings related to unrealized gains on available-for-sale securities, net of tax provision of $1.2 million — (1,925 ) (1,925 ) Net current period other comprehensive loss (31,358 ) (2,364 ) (33,722 ) Balance as of September 30 $ (51,710 ) $ 4,942 $ (46,768 ) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share attributable to IAC shareholders. Three Months Ended September 30, 2015 2014 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Earnings from continuing operations $ 65,026 $ 65,026 $ 150,261 $ 150,261 Net loss attributable to noncontrolling interests 568 568 821 821 Earnings from continuing operations attributable to IAC shareholders 65,594 65,594 151,082 151,082 Earnings from discontinued operations attributable to IAC shareholders 17 17 175,730 175,730 Net earnings attributable to IAC shareholders $ 65,611 $ 65,611 $ 326,812 $ 326,812 Denominator: Weighted average basic shares outstanding 82,910 82,910 83,591 83,591 Dilutive securities including stock options and RSUs (a)(b) — 5,990 — 5,199 Denominator for earnings per share—weighted average shares (a)(b) 82,910 88,900 83,591 88,790 Earnings per share attributable to IAC shareholders: Earnings per share from continuing operations $ 0.79 $ 0.74 $ 1.81 $ 1.70 Discontinued operations — — 2.10 1.98 Earnings per share $ 0.79 $ 0.74 $ 3.91 $ 3.68 Nine Months Ended September 30, 2015 2014 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Earnings from continuing operations $ 144,774 $ 144,774 $ 166,571 $ 166,571 Net loss attributable to noncontrolling interests 6,558 6,558 4,082 4,082 Earnings from continuing operations attributable to IAC shareholders 151,332 151,332 170,653 170,653 (Loss) earnings from discontinued operations attributable to IAC shareholders (11 ) (11 ) 174,048 174,048 Net earnings attributable to IAC shareholders $ 151,321 $ 151,321 $ 344,701 $ 344,701 Denominator: Weighted average basic shares outstanding 82,924 82,924 83,088 83,088 Dilutive securities including stock options and RSUs (a)(b) — 5,323 — 5,167 Denominator for earnings per share—weighted average shares (a)(b) 82,924 88,247 83,088 88,255 Earnings per share attributable to IAC shareholders: Earnings per share from continuing operations $ 1.82 $ 1.71 $ 2.05 $ 1.93 Discontinued operations — — 2.10 1.98 Earnings per share $ 1.82 $ 1.71 $ 4.15 $ 3.91 _________________________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2015 , 1.0 million and 1.3 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended September 30, 2014 , 0.3 million shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) Performance-based stock units ("PSUs") are included in the denominator for earnings per share if (i) the applicable performance condition(s) has been met and (ii) the inclusion of the PSUs is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2015 , 0.2 million PSUs that were probable of vesting were excluded from the calculation of diluted earnings per share because the performance conditions had not been met. For both the three and nine months ended September 30, 2014 , less than 0.1 million PSUs related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker views the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics or, in the case of the eCommerce reportable segment, do not meet the quantitative thresholds that require presentation as separate operating segments. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Revenue: Search & Applications $ 377,142 $ 394,659 $ 1,111,406 $ 1,188,410 The Match Group 274,231 230,198 768,132 655,699 Media 57,278 49,895 137,100 122,906 eCommerce 130,031 107,825 366,027 312,616 Inter-segment eliminations (121 ) (346 ) (460 ) (838 ) Total $ 838,561 $ 782,231 $ 2,382,205 $ 2,278,793 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Operating Income (Loss): Search & Applications $ 65,391 $ 80,384 $ 198,283 $ 228,492 The Match Group 71,912 66,393 148,665 167,394 Media (8,252 ) (8,723 ) (37,379 ) (27,083 ) eCommerce 4,243 (1,585 ) (3,615 ) (3,138 ) Corporate (46,164 ) (35,516 ) (120,936 ) (97,310 ) Total $ 87,130 $ 100,953 $ 185,018 $ 268,355 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Adjusted EBITDA: Search & Applications $ 74,391 $ 93,127 $ 226,202 $ 266,456 The Match Group 84,339 61,371 175,017 178,169 Media (7,746 ) (7,702 ) (37,781 ) (24,477 ) eCommerce 7,713 3,865 7,257 11,192 Corporate (17,555 ) (16,073 ) (45,717 ) (47,225 ) Total $ 141,142 $ 134,588 $ 324,978 $ 384,115 Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Revenue: United States $ 619,297 $ 544,486 $ 1,755,534 $ 1,560,751 All other countries 219,264 237,745 626,671 718,042 Total $ 838,561 $ 782,231 $ 2,382,205 $ 2,278,793 September 30, December 31, (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 278,970 $ 281,879 All other countries 20,108 20,580 Total $ 299,078 $ 302,459 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 and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses. The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments: Three Months Ended September 30, 2015 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 74,391 $ — $ (3,777 ) $ (6,736 ) $ 1,513 $ 65,391 The Match Group 84,339 (1,147 ) (6,173 ) (4,352 ) (755 ) 71,912 Media (7,746 ) (50 ) (280 ) (378 ) 202 (8,252 ) eCommerce 7,713 (410 ) (2,188 ) (872 ) — 4,243 Corporate (17,555 ) (25,402 ) (3,207 ) — — (46,164 ) Total $ 141,142 $ (27,009 ) $ (15,625 ) $ (12,338 ) $ 960 $ 87,130 Three Months Ended September 30, 2014 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 93,127 $ — $ (3,596 ) $ (9,147 ) $ — $ 80,384 The Match Group 61,371 (145 ) (5,794 ) (3,320 ) 14,281 66,393 Media (7,702 ) (161 ) (225 ) (635 ) — (8,723 ) eCommerce 3,865 (138 ) (1,963 ) (3,349 ) — (1,585 ) Corporate (16,073 ) (16,888 ) (2,555 ) — — (35,516 ) Total $ 134,588 $ (17,332 ) $ (14,133 ) $ (16,451 ) $ 14,281 $ 100,953 Nine Months Ended September 30, 2015 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 226,202 $ — $ (11,078 ) $ (20,631 ) $ 3,790 $ 198,283 The Match Group 175,017 (3,816 ) (19,885 ) (14,130 ) 11,479 148,665 Media (37,781 ) (344 ) (712 ) (1,179 ) 2,637 (37,379 ) eCommerce 7,257 (1,250 ) (6,258 ) (3,364 ) — (3,615 ) Corporate (45,717 ) (66,459 ) (8,760 ) — — (120,936 ) Total $ 324,978 $ (71,869 ) $ (46,693 ) $ (39,304 ) $ 17,906 $ 185,018 Nine Months Ended September 30, 2014 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 266,456 $ — $ (13,143 ) $ (24,821 ) $ — $ 228,492 The Match Group 178,169 (332 ) (17,183 ) (6,841 ) 13,581 167,394 Media (24,477 ) (486 ) (731 ) (1,589 ) 200 (27,083 ) eCommerce 11,192 (138 ) (5,607 ) (8,585 ) — (3,138 ) Corporate (47,225 ) (42,541 ) (7,544 ) — — (97,310 ) Total $ 384,115 $ (43,497 ) $ (44,208 ) $ (41,836 ) $ 13,781 $ 268,355 |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statement Details | CONSOLIDATED FINANCIAL STATEMENT DETAILS Other income (expense), net consists of: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Gain on real estate transaction $ 33,586 $ — $ 33,586 $ — Impairment of long-term investments (804 ) — (1,304 ) (64,281 ) Foreign currency exchange gains (losses) 308 2,210 4,838 (612 ) Other 910 1,903 2,706 6,083 Total $ 34,000 $ 4,113 $ 39,826 $ (58,810 ) |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Loss Contingency [Abstract] | |
CONTINGENCIES | CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies. |
GUARANTOR AND NON-GUARANTOR FIN
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
Guarantor and Nonguarantor Financial Statements [Abstract] | |
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries that are 100% owned by the Company. The following tables present condensed consolidating financial information at September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis. Balance sheet at September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 360,009 $ — $ 406,439 $ — $ 766,448 Marketable securities 53,477 — 460 — 53,937 Accounts receivable, net 9 147,175 99,794 — 246,978 Other current assets 7,261 93,121 82,236 (3,735 ) 178,883 Intercompany receivables — 1,557,881 779,941 (2,337,822 ) — Property and equipment, net 4,574 228,159 66,345 — 299,078 Goodwill — 1,247,038 522,103 — 1,769,141 Intangible assets, net — 307,079 152,842 — 459,921 Investment in subsidiaries 5,033,588 957,866 — (5,991,454 ) — Other non-current assets 92,132 28,897 139,963 (8,060 ) 252,932 Total assets $ 5,551,050 $ 4,567,216 $ 2,250,123 $ (8,341,071 ) $ 4,027,318 Accounts payable, trade $ 2,865 $ 34,991 $ 30,592 $ — $ 68,448 Other current liabilities 54,163 326,379 204,453 14 585,009 Long-term debt 1,000,000 — — — 1,000,000 Income taxes payable 858 4,531 18,252 — 23,641 Intercompany liabilities 2,337,822 — — (2,337,822 ) — Other long-term liabilities 310,151 105,074 76,386 (11,809 ) 479,802 Redeemable noncontrolling interests — — 25,227 — 25,227 IAC shareholders' equity 1,845,191 4,096,241 1,895,213 (5,991,454 ) 1,845,191 Total liabilities and shareholders' equity $ 5,551,050 $ 4,567,216 $ 2,250,123 $ (8,341,071 ) $ 4,027,318 Balance sheet at December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 766,076 $ 1,021 $ 223,308 $ — $ 990,405 Marketable securities 159,197 — 1,451 — 160,648 Accounts receivable, net 13 155,262 80,811 — 236,086 Other current assets 23,923 91,105 57,487 (5,773 ) 166,742 Intercompany receivables — 1,688,403 970,810 (2,659,213 ) — Property and equipment, net 4,950 232,819 64,690 — 302,459 Goodwill — 1,249,807 505,119 — 1,754,926 Intangible assets, net — 325,771 166,165 — 491,936 Investment in subsidiaries 5,035,304 930,443 — (5,965,747 ) — Other non-current assets 44,610 20,682 109,372 (2,988 ) 171,676 Total assets $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 Accounts payable, trade $ 3,059 $ 55,320 $ 22,784 $ — $ 81,163 Other current liabilities 73,491 328,920 191,197 (817 ) 592,791 Long-term debt 1,000,000 80,000 — — 1,080,000 Income taxes payable 2,240 4,771 25,624 — 32,635 Intercompany liabilities 2,659,213 — — (2,659,213 ) — Other long-term liabilities 304,117 104,219 54,328 (7,944 ) 454,720 Redeemable noncontrolling interests — — 40,427 — 40,427 IAC shareholders' equity 1,991,953 4,122,083 1,843,664 (5,965,747 ) 1,991,953 Noncontrolling interests — — 1,189 — 1,189 Total liabilities and shareholders' equity $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 Statement of operations for the three months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 606,269 $ 235,352 $ (3,060 ) $ 838,561 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 307 117,292 87,922 (260 ) 205,261 Selling and marketing expense 1,250 276,036 62,741 (2,801 ) 337,226 General and administrative expense 37,186 70,225 26,710 1 134,122 Product development expense 2,408 31,945 12,506 — 46,859 Depreciation 613 10,799 4,213 — 15,625 Amortization of intangibles — 6,246 6,092 — 12,338 Total operating costs and expenses 41,764 512,543 200,184 (3,060 ) 751,431 Operating (loss) income (41,764 ) 93,726 35,168 — 87,130 Equity in earnings of unconsolidated affiliates 96,076 19,940 541 (116,159 ) 398 Interest expense (12,995 ) (2,963 ) (34 ) — (15,992 ) Other income, net 24,678 2,911 6,411 — 34,000 Earnings from continuing operations before income taxes 65,995 113,614 42,086 (116,159 ) 105,536 Income tax provision (401 ) (35,131 ) (4,978 ) — (40,510 ) Earnings from continuing operations 65,594 78,483 37,108 (116,159 ) 65,026 Earnings (loss) from discontinued operations, net of tax 17 — (1 ) 1 17 Net earnings 65,611 78,483 37,107 (116,158 ) 65,043 Net loss attributable to noncontrolling interests — — 568 — 568 Net earnings attributable to IAC shareholders $ 65,611 $ 78,483 $ 37,675 $ (116,158 ) $ 65,611 Comprehensive income attributable to IAC shareholders $ 51,418 $ 80,157 $ 26,935 $ (107,092 ) $ 51,418 Statement of operations for the three months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 570,101 $ 215,132 $ (3,002 ) $ 782,231 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 387 128,968 96,028 (688 ) 224,695 Selling and marketing expense 723 220,780 59,091 (2,273 ) 278,321 General and administrative expense 28,046 56,955 21,976 10 106,987 Product development expense 1,935 28,131 10,676 (51 ) 40,691 Depreciation 402 9,434 4,297 — 14,133 Amortization of intangibles — 10,784 5,667 — 16,451 Total operating costs and expenses 31,493 455,052 197,735 (3,002 ) 681,278 Operating (loss) income (31,493 ) 115,049 17,397 — 100,953 Equity in earnings (losses) of unconsolidated affiliates 89,209 17,246 95 (107,162 ) (612 ) Interest expense (12,948 ) (1,050 ) (11 ) — (14,009 ) Other (expense) income, net (8,311 ) 8,771 3,653 — 4,113 Earnings from continuing operations before income taxes 36,457 140,016 21,134 (107,162 ) 90,445 Income tax benefit (provision) 114,625 (46,133 ) (8,676 ) — 59,816 Earnings from continuing operations 151,082 93,883 12,458 (107,162 ) 150,261 Earnings from discontinued operations, net of tax 175,730 — 5 (5 ) 175,730 Net earnings 326,812 93,883 12,463 (107,167 ) 325,991 Net loss attributable to noncontrolling interests — — 821 — 821 Net earnings attributable to IAC shareholders $ 326,812 $ 93,883 $ 13,284 $ (107,167 ) $ 326,812 Comprehensive income (loss) attributable to IAC shareholders $ 289,950 $ 90,988 $ (23,904 ) $ (67,084 ) $ 289,950 Statement of operations for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,787,137 $ 604,172 $ (9,104 ) $ 2,382,205 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 846 354,416 225,478 (650 ) 580,090 Selling and marketing expense 3,315 829,308 190,086 (8,420 ) 1,014,289 General and administrative expense 95,192 202,314 80,793 (34 ) 378,265 Product development expense 6,915 94,075 37,556 — 138,546 Depreciation 1,440 33,489 11,764 — 46,693 Amortization of intangibles — 18,742 20,562 — 39,304 Total operating costs and expenses 107,708 1,532,344 566,239 (9,104 ) 2,197,187 Operating (loss) income (107,708 ) 254,793 37,933 — 185,018 Equity in earnings (losses) of unconsolidated affiliates 220,971 36,312 494 (257,855 ) (78 ) Interest expense (38,977 ) (6,220 ) (73 ) — (45,270 ) Other income (expense), net 7,571 32,767 (512 ) — 39,826 Earnings from continuing operations before income taxes 81,857 317,652 37,842 (257,855 ) 179,496 Income tax benefit (provision) 69,475 (107,397 ) 3,200 — (34,722 ) Earnings from continuing operations 151,332 210,255 41,042 (257,855 ) 144,774 (Loss) earnings from discontinued operations, net of tax (11 ) — 2 (2 ) (11 ) Net earnings 151,321 210,255 41,044 (257,857 ) 144,763 Net loss attributable to noncontrolling interests — — 6,558 — 6,558 Net earnings attributable to IAC shareholders $ 151,321 $ 210,255 $ 47,602 $ (257,857 ) $ 151,321 Comprehensive income (loss) attributable to IAC shareholders $ 94,533 $ 207,445 $ (10,827 ) $ (196,618 ) $ 94,533 Statement of operations for the nine months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,672,589 $ 615,536 $ (9,332 ) $ 2,278,793 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 742 384,431 261,821 (2,335 ) 644,659 Selling and marketing expense 1,534 677,273 177,013 (6,410 ) 849,410 General and administrative expense 77,101 151,089 83,747 36 311,973 Product development expense 5,111 81,532 32,332 (623 ) 118,352 Depreciation 1,043 28,219 14,946 — 44,208 Amortization of intangibles — 29,444 12,392 — 41,836 Total operating costs and expenses 85,531 1,351,988 582,251 (9,332 ) 2,010,438 Operating (loss) income (85,531 ) 320,601 33,285 — 268,355 Equity in earnings (losses) of unconsolidated affiliates 148,604 20,593 131 (178,725 ) (9,397 ) Interest expense (38,918 ) (3,144 ) (57 ) — (42,119 ) Other income (expense), net 11,077 (9,935 ) (59,952 ) — (58,810 ) Earnings (loss) from continuing operations before income taxes 35,232 328,115 (26,593 ) (178,725 ) 158,029 Income tax benefit (provision) 135,421 (115,862 ) (11,017 ) — 8,542 Earnings (loss) from continuing operations 170,653 212,253 (37,610 ) (178,725 ) 166,571 Earnings (loss) from discontinued operations, net of tax 174,048 — (35 ) 35 174,048 Net earnings (loss) 344,701 212,253 (37,645 ) (178,690 ) 340,619 Net loss attributable to noncontrolling interests — — 4,082 — 4,082 Net earnings (loss) attributable to IAC shareholders $ 344,701 $ 212,253 $ (33,563 ) $ (178,690 ) $ 344,701 Comprehensive income (loss) attributable to IAC shareholders $ 310,979 $ 209,078 $ (69,668 ) $ (139,410 ) $ 310,979 Statement of cash flows for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (145,714 ) $ 310,471 $ 19,350 $ 184,107 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (3,675 ) (39,611 ) (43,286 ) Capital expenditures (1,051 ) (30,647 ) (12,860 ) (44,558 ) Proceeds from maturities and sales of marketable debt securities 192,928 — — 192,928 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Purchases of long-term investments — — (25,073 ) (25,073 ) Other, net 4,890 (1,097 ) 663 4,456 Net cash provided by (used in) investing activities attributable to continuing operations 103,633 (35,419 ) (76,881 ) (8,667 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (84,947 ) — — (84,947 ) Principal payment on long-term debt — (80,000 ) — (80,000 ) Issuance of common stock, net of withholding taxes (40,197 ) — — (40,197 ) Excess tax benefits from stock-based awards 49,016 — 131 49,147 Purchase of noncontrolling interests — — (29,899 ) (29,899 ) Acquisition-related contingent consideration payments — (202 ) (5,510 ) (5,712 ) Intercompany (87,832 ) (195,884 ) 283,716 — Other, net 166 — 346 512 Net cash (used in) provided by financing activities attributable to continuing operations (363,794 ) (276,086 ) 248,784 (391,096 ) Total cash (used in) provided by continuing operations (405,875 ) (1,034 ) 191,253 (215,656 ) Total cash (used in) provided by discontinued operations (192 ) — 2 (190 ) Effect of exchange rate changes on cash and cash equivalents — 13 (8,124 ) (8,111 ) Net (decrease) increase in cash and cash equivalents (406,067 ) (1,021 ) 183,131 (223,957 ) Cash and cash equivalents at beginning of period 766,076 1,021 223,308 990,405 Cash and cash equivalents at end of period $ 360,009 $ — $ 406,439 $ 766,448 Statement of cash flows for the nine months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (50,458 ) $ 350,889 $ (5,770 ) $ 294,661 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (191,223 ) (52,973 ) (244,196 ) Capital expenditures (2,375 ) (25,866 ) (10,792 ) (39,033 ) Proceeds from maturities and sales of marketable debt securities 998 — — 998 Purchases of marketable debt securities (110,886 ) — — (110,886 ) Purchases of long-term investments (3,000 ) (7,043 ) (7,660 ) (17,703 ) Other, net — 10 11,914 11,924 Net cash used in investing activities attributable to continuing operations (115,263 ) (224,122 ) (59,511 ) (398,896 ) Cash flows from financing activities attributable to continuing operations: Dividends (68,505 ) — — (68,505 ) Issuance of common stock, net of withholding taxes (4,823 ) — — (4,823 ) Excess tax benefits from stock-based awards 31,041 — 10,279 41,320 Purchase of noncontrolling interests — (30,000 ) (328 ) (30,328 ) Funds returned from escrow for Meetic tender offer — — 12,354 12,354 Acquisition-related contingent consideration payments — (286 ) (7,373 ) (7,659 ) Intercompany 106,215 (90,996 ) (15,219 ) — Other, net (382 ) (1,343 ) 328 (1,397 ) Net cash provided by (used in) financing activities attributable to continuing operations 63,546 (122,625 ) 41 (59,038 ) Total cash (used in) provided by continuing operations (102,175 ) 4,142 (65,240 ) (163,273 ) Total cash used in discontinued operations (136 ) — (35 ) (171 ) Effect of exchange rate changes on cash and cash equivalents — 131 (5,419 ) (5,288 ) Net (decrease) increase in cash and cash equivalents (102,311 ) 4,273 (70,694 ) (168,732 ) Cash and cash equivalents at beginning of period 782,022 — 318,422 1,100,444 Cash and cash equivalents at end of period $ 679,711 $ 4,273 $ 247,728 $ 931,712 |
THE COMPANY AND SUMMARY OF SI20
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). |
Basis of Consolidation and Accounting for Investments | Basis of Consolidation and Accounting for Investments The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated 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 consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments and assumptions that 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 marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the liabilities for uncertain tax positions; 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. |
Certain Risks and Concentrations | Certain Risks and Concentrations A substantial portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google"). On October 26, 2015, the Company and Google entered into a services agreement that is effective as of April 1, 2016, following the expiration of the current services agreement, and expires on March 31, 2020. The Company may choose to terminate the agreement effective March 31, 2019. These services agreements require that we comply with certain guidelines promulgated by Google. Subject to certain limitations, Google may unilaterally update its policies and guidelines, which could require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU No. 2014-09 may either be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the new guidance and has not yet determined whether the adoption of the new standard will have a material impact on its consolidated financial statements or the method and timing of adoption. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Marketable Securities [Abstract] | |
Schedule of current available-for-sale marketable securities | At September 30, 2015 , current available-for-sale marketable securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Corporate debt securities $ 53,600 $ 7 $ (129 ) $ 53,478 Equity security 98 361 — 459 Total marketable securities $ 53,698 $ 368 $ (129 ) $ 53,937 At December 31, 2014 , current available-for-sale marketable securities are as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Corporate debt securities $ 159,418 $ 34 $ (255 ) $ 159,197 Equity security 98 1,353 — 1,451 Total marketable securities $ 159,516 $ 1,387 $ (255 ) $ 160,648 |
Schedule of contractual maturities of debt securities classified as available-for-sale | The contractual maturities of debt securities classified as current available-for-sale at September 30, 2015 are as follows: Amortized Cost Fair Value (In thousands) Due in one year or less $ 4,374 $ 4,370 Due after one year through five years 49,226 49,108 Total $ 53,600 $ 53,478 |
Schedule of proceeds from maturities and sales of current and non-current available-for-sale marketable securities and the related gross realized gains and losses | The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities and the related gross realized gains: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Proceeds from maturities and sales of available-for-sale marketable securities $ 178,315 $ 1,114 $ 192,928 $ 4,576 Gross realized gains 17 1,063 22 3,362 |
FAIR VALUE MEASUREMENTS AND F22
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2015 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 $ 375,094 $ — $ — $ 375,094 Time deposits — 45,005 — 45,005 Commercial paper — 8,999 — 8,999 Marketable securities: Corporate debt securities — 53,478 — 53,478 Equity security 459 — — 459 Long-term investments: Auction rate security — — 5,010 5,010 Marketable equity security 9,594 — — 9,594 Total $ 385,147 $ 107,482 $ 5,010 $ 497,639 Liabilities: Contingent consideration arrangements $ — $ — $ (31,470 ) $ (31,470 ) December 31, 2014 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 $ 174,720 $ — $ — $ 174,720 Time deposits — 42,914 — 42,914 Commercial paper — 388,801 — 388,801 Marketable securities: Corporate debt securities — 159,197 — 159,197 Equity security 1,451 — — 1,451 Long-term investments: Auction rate security — — 6,070 6,070 Marketable equity security 7,410 — — 7,410 Total $ 183,581 $ 590,912 $ 6,070 $ 780,563 Liabilities: Contingent consideration arrangements $ — $ — $ (30,140 ) $ (30,140 ) |
Schedule of changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at July 1 $ 6,630 $ (31,858 ) $ 9,250 $ (41,397 ) Total net gains (losses): Included in earnings: Fair value adjustments — 960 — 14,281 Included in other comprehensive (loss) income (1,620 ) (579 ) (670 ) 1,918 Settlements — 7 — 29 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) Nine Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at January 1 $ 6,070 $ (30,140 ) $ 8,920 $ (45,828 ) Total net gains (losses): Included in earnings: Fair value adjustments — 17,906 — 13,781 Foreign currency exchange gains — 626 — — Included in other comprehensive (loss) income (1,060 ) 1,538 (340 ) 2,054 Fair value at date of acquisition — (27,112 ) — (2,835 ) Settlements — 5,712 — 7,659 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) |
Schedule of changes in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Three Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at July 1 $ 6,630 $ (31,858 ) $ 9,250 $ (41,397 ) Total net gains (losses): Included in earnings: Fair value adjustments — 960 — 14,281 Included in other comprehensive (loss) income (1,620 ) (579 ) (670 ) 1,918 Settlements — 7 — 29 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) Nine Months Ended September 30, 2015 2014 Auction Rate Security Contingent Consideration Arrangements Auction Rate Security Contingent Consideration Arrangements (In thousands) Balance at January 1 $ 6,070 $ (30,140 ) $ 8,920 $ (45,828 ) Total net gains (losses): Included in earnings: Fair value adjustments — 17,906 — 13,781 Foreign currency exchange gains — 626 — — Included in other comprehensive (loss) income (1,060 ) 1,538 (340 ) 2,054 Fair value at date of acquisition — (27,112 ) — (2,835 ) Settlements — 5,712 — 7,659 Balance at September 30 $ 5,010 $ (31,470 ) $ 8,580 $ (25,169 ) |
Carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair (In thousands) Long-term debt $ (1,000,000 ) $ (990,050 ) $ (1,080,000 ) $ (1,099,813 ) |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: September 30, 2015 December 31, 2014 (In thousands) 4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commenced May 30, 2014 $ 500,000 $ 500,000 4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013 500,000 500,000 5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035 (the "Liberty Bonds"); interest payable each March 1 and September 1, which commenced March 1, 2006 — 80,000 Total long-term debt $ 1,000,000 $ 1,080,000 |
ACCUMULATED OTHER COMPREHENSI24
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | The following tables present the components of accumulated other comprehensive (loss) income. Three Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (133,895 ) $ 3,600 $ (130,295 ) Other comprehensive loss, net of tax benefit of $0.1 million related to unrealized losses on available-for-sale securities (8,420 ) (3,501 ) (11,921 ) Amounts reclassified to earnings (2,191 ) (81 ) (a) (2,272 ) Net current period other comprehensive loss (10,611 ) (3,582 ) (14,193 ) Balance as of September 30 $ (144,506 ) $ 18 $ (144,488 ) _________________________________________ (a) Amount is net of a tax provision of $0.1 million . Three Months Ended September 30, 2014 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of July 1 $ (15,282 ) $ 5,376 $ (9,906 ) Other comprehensive (loss) income before reclassifications, net of tax provision of $0.2 million related to unrealized losses on available-for-sale securities (36,428 ) 231 (36,197 ) Amounts reclassified to earnings related to unrealized gains on available-for-sale securities, net of tax provision of $0.4 million — (665 ) (665 ) Net current period other comprehensive loss (36,428 ) (434 ) (36,862 ) Balance as of September 30 $ (51,710 ) $ 4,942 $ (46,768 ) Nine Months Ended September 30, 2015 Foreign Currency Translation Adjustment Unrealized (Losses) Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (86,848 ) $ (852 ) $ (87,700 ) Other comprehensive (loss) income, net of tax benefit of $0.3 million related to unrealized losses on available-for-sale securities (55,467 ) 788 (54,679 ) Amounts reclassified to earnings (2,191 ) 82 (b) (2,109 ) Net current period other comprehensive (loss) income (57,658 ) 870 (56,788 ) Balance as of September 30 $ (144,506 ) $ 18 $ (144,488 ) _________________________________________ (b) Amount is net of a tax benefit of $0.1 million . Nine Months Ended September 30, 2014 Foreign Currency Translation Adjustment Unrealized Gains On Available-For-Sale Securities Accumulated Other Comprehensive Loss (In thousands) Balance as of January 1 $ (20,352 ) $ 7,306 $ (13,046 ) Other comprehensive loss before reclassifications, net of tax benefit of $0.5 million related to unrealized losses on available-for-sale securities (31,358 ) (439 ) (31,797 ) Amounts reclassified to earnings related to unrealized gains on available-for-sale securities, net of tax provision of $1.2 million — (1,925 ) (1,925 ) Net current period other comprehensive loss (31,358 ) (2,364 ) (33,722 ) Balance as of September 30 $ (51,710 ) $ 4,942 $ (46,768 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | The following tables set forth the computation of basic and diluted earnings per share attributable to IAC shareholders. Three Months Ended September 30, 2015 2014 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Earnings from continuing operations $ 65,026 $ 65,026 $ 150,261 $ 150,261 Net loss attributable to noncontrolling interests 568 568 821 821 Earnings from continuing operations attributable to IAC shareholders 65,594 65,594 151,082 151,082 Earnings from discontinued operations attributable to IAC shareholders 17 17 175,730 175,730 Net earnings attributable to IAC shareholders $ 65,611 $ 65,611 $ 326,812 $ 326,812 Denominator: Weighted average basic shares outstanding 82,910 82,910 83,591 83,591 Dilutive securities including stock options and RSUs (a)(b) — 5,990 — 5,199 Denominator for earnings per share—weighted average shares (a)(b) 82,910 88,900 83,591 88,790 Earnings per share attributable to IAC shareholders: Earnings per share from continuing operations $ 0.79 $ 0.74 $ 1.81 $ 1.70 Discontinued operations — — 2.10 1.98 Earnings per share $ 0.79 $ 0.74 $ 3.91 $ 3.68 Nine Months Ended September 30, 2015 2014 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Earnings from continuing operations $ 144,774 $ 144,774 $ 166,571 $ 166,571 Net loss attributable to noncontrolling interests 6,558 6,558 4,082 4,082 Earnings from continuing operations attributable to IAC shareholders 151,332 151,332 170,653 170,653 (Loss) earnings from discontinued operations attributable to IAC shareholders (11 ) (11 ) 174,048 174,048 Net earnings attributable to IAC shareholders $ 151,321 $ 151,321 $ 344,701 $ 344,701 Denominator: Weighted average basic shares outstanding 82,924 82,924 83,088 83,088 Dilutive securities including stock options and RSUs (a)(b) — 5,323 — 5,167 Denominator for earnings per share—weighted average shares (a)(b) 82,924 88,247 83,088 88,255 Earnings per share attributable to IAC shareholders: Earnings per share from continuing operations $ 1.82 $ 1.71 $ 2.05 $ 1.93 Discontinued operations — — 2.10 1.98 Earnings per share $ 1.82 $ 1.71 $ 4.15 $ 3.91 _________________________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2015 , 1.0 million and 1.3 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended September 30, 2014 , 0.3 million shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) Performance-based stock units ("PSUs") are included in the denominator for earnings per share if (i) the applicable performance condition(s) has been met and (ii) the inclusion of the PSUs is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2015 , 0.2 million PSUs that were probable of vesting were excluded from the calculation of diluted earnings per share because the performance conditions had not been met. For both the three and nine months ended September 30, 2014 , less than 0.1 million PSUs related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of reconciliation of revenues from segments to consolidated | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Revenue: Search & Applications $ 377,142 $ 394,659 $ 1,111,406 $ 1,188,410 The Match Group 274,231 230,198 768,132 655,699 Media 57,278 49,895 137,100 122,906 eCommerce 130,031 107,825 366,027 312,616 Inter-segment eliminations (121 ) (346 ) (460 ) (838 ) Total $ 838,561 $ 782,231 $ 2,382,205 $ 2,278,793 |
Schedule of reconciliation of operating income (loss) from segments to consolidated | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Operating Income (Loss): Search & Applications $ 65,391 $ 80,384 $ 198,283 $ 228,492 The Match Group 71,912 66,393 148,665 167,394 Media (8,252 ) (8,723 ) (37,379 ) (27,083 ) eCommerce 4,243 (1,585 ) (3,615 ) (3,138 ) Corporate (46,164 ) (35,516 ) (120,936 ) (97,310 ) Total $ 87,130 $ 100,953 $ 185,018 $ 268,355 |
Schedule of reconciliation of Adjusted EBITDA from segments to consolidated | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Adjusted EBITDA: Search & Applications $ 74,391 $ 93,127 $ 226,202 $ 266,456 The Match Group 84,339 61,371 175,017 178,169 Media (7,746 ) (7,702 ) (37,781 ) (24,477 ) eCommerce 7,713 3,865 7,257 11,192 Corporate (17,555 ) (16,073 ) (45,717 ) (47,225 ) Total $ 141,142 $ 134,588 $ 324,978 $ 384,115 |
Schedule of revenue and long-lived assets, excluding goodwill and intangible assets, by geography | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Revenue: United States $ 619,297 $ 544,486 $ 1,755,534 $ 1,560,751 All other countries 219,264 237,745 626,671 718,042 Total $ 838,561 $ 782,231 $ 2,382,205 $ 2,278,793 September 30, December 31, (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 278,970 $ 281,879 All other countries 20,108 20,580 Total $ 299,078 $ 302,459 |
Schedule of reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments: Three Months Ended September 30, 2015 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 74,391 $ — $ (3,777 ) $ (6,736 ) $ 1,513 $ 65,391 The Match Group 84,339 (1,147 ) (6,173 ) (4,352 ) (755 ) 71,912 Media (7,746 ) (50 ) (280 ) (378 ) 202 (8,252 ) eCommerce 7,713 (410 ) (2,188 ) (872 ) — 4,243 Corporate (17,555 ) (25,402 ) (3,207 ) — — (46,164 ) Total $ 141,142 $ (27,009 ) $ (15,625 ) $ (12,338 ) $ 960 $ 87,130 Three Months Ended September 30, 2014 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 93,127 $ — $ (3,596 ) $ (9,147 ) $ — $ 80,384 The Match Group 61,371 (145 ) (5,794 ) (3,320 ) 14,281 66,393 Media (7,702 ) (161 ) (225 ) (635 ) — (8,723 ) eCommerce 3,865 (138 ) (1,963 ) (3,349 ) — (1,585 ) Corporate (16,073 ) (16,888 ) (2,555 ) — — (35,516 ) Total $ 134,588 $ (17,332 ) $ (14,133 ) $ (16,451 ) $ 14,281 $ 100,953 Nine Months Ended September 30, 2015 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 226,202 $ — $ (11,078 ) $ (20,631 ) $ 3,790 $ 198,283 The Match Group 175,017 (3,816 ) (19,885 ) (14,130 ) 11,479 148,665 Media (37,781 ) (344 ) (712 ) (1,179 ) 2,637 (37,379 ) eCommerce 7,257 (1,250 ) (6,258 ) (3,364 ) — (3,615 ) Corporate (45,717 ) (66,459 ) (8,760 ) — — (120,936 ) Total $ 324,978 $ (71,869 ) $ (46,693 ) $ (39,304 ) $ 17,906 $ 185,018 Nine Months Ended September 30, 2014 Adjusted EBITDA Stock-Based Compensation Expense Depreciation Amortization of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Operating Income (Loss) (In thousands) Search & Applications $ 266,456 $ — $ (13,143 ) $ (24,821 ) $ — $ 228,492 The Match Group 178,169 (332 ) (17,183 ) (6,841 ) 13,581 167,394 Media (24,477 ) (486 ) (731 ) (1,589 ) 200 (27,083 ) eCommerce 11,192 (138 ) (5,607 ) (8,585 ) — (3,138 ) Corporate (47,225 ) (42,541 ) (7,544 ) — — (97,310 ) Total $ 384,115 $ (43,497 ) $ (44,208 ) $ (41,836 ) $ 13,781 $ 268,355 |
CONSOLIDATED FINANCIAL STATEM27
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Income (Expense), Net | Other income (expense), net consists of: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (In thousands) Gain on real estate transaction $ 33,586 $ — $ 33,586 $ — Impairment of long-term investments (804 ) — (1,304 ) (64,281 ) Foreign currency exchange gains (losses) 308 2,210 4,838 (612 ) Other 910 1,903 2,706 6,083 Total $ 34,000 $ 4,113 $ 39,826 $ (58,810 ) |
GUARANTOR AND NON-GUARANTOR F28
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Guarantor and Nonguarantor Financial Statements [Abstract] | |
Schedule of condensed balance sheet | Balance sheet at September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 360,009 $ — $ 406,439 $ — $ 766,448 Marketable securities 53,477 — 460 — 53,937 Accounts receivable, net 9 147,175 99,794 — 246,978 Other current assets 7,261 93,121 82,236 (3,735 ) 178,883 Intercompany receivables — 1,557,881 779,941 (2,337,822 ) — Property and equipment, net 4,574 228,159 66,345 — 299,078 Goodwill — 1,247,038 522,103 — 1,769,141 Intangible assets, net — 307,079 152,842 — 459,921 Investment in subsidiaries 5,033,588 957,866 — (5,991,454 ) — Other non-current assets 92,132 28,897 139,963 (8,060 ) 252,932 Total assets $ 5,551,050 $ 4,567,216 $ 2,250,123 $ (8,341,071 ) $ 4,027,318 Accounts payable, trade $ 2,865 $ 34,991 $ 30,592 $ — $ 68,448 Other current liabilities 54,163 326,379 204,453 14 585,009 Long-term debt 1,000,000 — — — 1,000,000 Income taxes payable 858 4,531 18,252 — 23,641 Intercompany liabilities 2,337,822 — — (2,337,822 ) — Other long-term liabilities 310,151 105,074 76,386 (11,809 ) 479,802 Redeemable noncontrolling interests — — 25,227 — 25,227 IAC shareholders' equity 1,845,191 4,096,241 1,895,213 (5,991,454 ) 1,845,191 Total liabilities and shareholders' equity $ 5,551,050 $ 4,567,216 $ 2,250,123 $ (8,341,071 ) $ 4,027,318 Balance sheet at December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 766,076 $ 1,021 $ 223,308 $ — $ 990,405 Marketable securities 159,197 — 1,451 — 160,648 Accounts receivable, net 13 155,262 80,811 — 236,086 Other current assets 23,923 91,105 57,487 (5,773 ) 166,742 Intercompany receivables — 1,688,403 970,810 (2,659,213 ) — Property and equipment, net 4,950 232,819 64,690 — 302,459 Goodwill — 1,249,807 505,119 — 1,754,926 Intangible assets, net — 325,771 166,165 — 491,936 Investment in subsidiaries 5,035,304 930,443 — (5,965,747 ) — Other non-current assets 44,610 20,682 109,372 (2,988 ) 171,676 Total assets $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 Accounts payable, trade $ 3,059 $ 55,320 $ 22,784 $ — $ 81,163 Other current liabilities 73,491 328,920 191,197 (817 ) 592,791 Long-term debt 1,000,000 80,000 — — 1,080,000 Income taxes payable 2,240 4,771 25,624 — 32,635 Intercompany liabilities 2,659,213 — — (2,659,213 ) — Other long-term liabilities 304,117 104,219 54,328 (7,944 ) 454,720 Redeemable noncontrolling interests — — 40,427 — 40,427 IAC shareholders' equity 1,991,953 4,122,083 1,843,664 (5,965,747 ) 1,991,953 Noncontrolling interests — — 1,189 — 1,189 Total liabilities and shareholders' equity $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 |
Schedule of condensed income statement | Statement of operations for the three months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 606,269 $ 235,352 $ (3,060 ) $ 838,561 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 307 117,292 87,922 (260 ) 205,261 Selling and marketing expense 1,250 276,036 62,741 (2,801 ) 337,226 General and administrative expense 37,186 70,225 26,710 1 134,122 Product development expense 2,408 31,945 12,506 — 46,859 Depreciation 613 10,799 4,213 — 15,625 Amortization of intangibles — 6,246 6,092 — 12,338 Total operating costs and expenses 41,764 512,543 200,184 (3,060 ) 751,431 Operating (loss) income (41,764 ) 93,726 35,168 — 87,130 Equity in earnings of unconsolidated affiliates 96,076 19,940 541 (116,159 ) 398 Interest expense (12,995 ) (2,963 ) (34 ) — (15,992 ) Other income, net 24,678 2,911 6,411 — 34,000 Earnings from continuing operations before income taxes 65,995 113,614 42,086 (116,159 ) 105,536 Income tax provision (401 ) (35,131 ) (4,978 ) — (40,510 ) Earnings from continuing operations 65,594 78,483 37,108 (116,159 ) 65,026 Earnings (loss) from discontinued operations, net of tax 17 — (1 ) 1 17 Net earnings 65,611 78,483 37,107 (116,158 ) 65,043 Net loss attributable to noncontrolling interests — — 568 — 568 Net earnings attributable to IAC shareholders $ 65,611 $ 78,483 $ 37,675 $ (116,158 ) $ 65,611 Comprehensive income attributable to IAC shareholders $ 51,418 $ 80,157 $ 26,935 $ (107,092 ) $ 51,418 Statement of operations for the three months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 570,101 $ 215,132 $ (3,002 ) $ 782,231 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 387 128,968 96,028 (688 ) 224,695 Selling and marketing expense 723 220,780 59,091 (2,273 ) 278,321 General and administrative expense 28,046 56,955 21,976 10 106,987 Product development expense 1,935 28,131 10,676 (51 ) 40,691 Depreciation 402 9,434 4,297 — 14,133 Amortization of intangibles — 10,784 5,667 — 16,451 Total operating costs and expenses 31,493 455,052 197,735 (3,002 ) 681,278 Operating (loss) income (31,493 ) 115,049 17,397 — 100,953 Equity in earnings (losses) of unconsolidated affiliates 89,209 17,246 95 (107,162 ) (612 ) Interest expense (12,948 ) (1,050 ) (11 ) — (14,009 ) Other (expense) income, net (8,311 ) 8,771 3,653 — 4,113 Earnings from continuing operations before income taxes 36,457 140,016 21,134 (107,162 ) 90,445 Income tax benefit (provision) 114,625 (46,133 ) (8,676 ) — 59,816 Earnings from continuing operations 151,082 93,883 12,458 (107,162 ) 150,261 Earnings from discontinued operations, net of tax 175,730 — 5 (5 ) 175,730 Net earnings 326,812 93,883 12,463 (107,167 ) 325,991 Net loss attributable to noncontrolling interests — — 821 — 821 Net earnings attributable to IAC shareholders $ 326,812 $ 93,883 $ 13,284 $ (107,167 ) $ 326,812 Comprehensive income (loss) attributable to IAC shareholders $ 289,950 $ 90,988 $ (23,904 ) $ (67,084 ) $ 289,950 Statement of operations for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,787,137 $ 604,172 $ (9,104 ) $ 2,382,205 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 846 354,416 225,478 (650 ) 580,090 Selling and marketing expense 3,315 829,308 190,086 (8,420 ) 1,014,289 General and administrative expense 95,192 202,314 80,793 (34 ) 378,265 Product development expense 6,915 94,075 37,556 — 138,546 Depreciation 1,440 33,489 11,764 — 46,693 Amortization of intangibles — 18,742 20,562 — 39,304 Total operating costs and expenses 107,708 1,532,344 566,239 (9,104 ) 2,197,187 Operating (loss) income (107,708 ) 254,793 37,933 — 185,018 Equity in earnings (losses) of unconsolidated affiliates 220,971 36,312 494 (257,855 ) (78 ) Interest expense (38,977 ) (6,220 ) (73 ) — (45,270 ) Other income (expense), net 7,571 32,767 (512 ) — 39,826 Earnings from continuing operations before income taxes 81,857 317,652 37,842 (257,855 ) 179,496 Income tax benefit (provision) 69,475 (107,397 ) 3,200 — (34,722 ) Earnings from continuing operations 151,332 210,255 41,042 (257,855 ) 144,774 (Loss) earnings from discontinued operations, net of tax (11 ) — 2 (2 ) (11 ) Net earnings 151,321 210,255 41,044 (257,857 ) 144,763 Net loss attributable to noncontrolling interests — — 6,558 — 6,558 Net earnings attributable to IAC shareholders $ 151,321 $ 210,255 $ 47,602 $ (257,857 ) $ 151,321 Comprehensive income (loss) attributable to IAC shareholders $ 94,533 $ 207,445 $ (10,827 ) $ (196,618 ) $ 94,533 Statement of operations for the nine months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,672,589 $ 615,536 $ (9,332 ) $ 2,278,793 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 742 384,431 261,821 (2,335 ) 644,659 Selling and marketing expense 1,534 677,273 177,013 (6,410 ) 849,410 General and administrative expense 77,101 151,089 83,747 36 311,973 Product development expense 5,111 81,532 32,332 (623 ) 118,352 Depreciation 1,043 28,219 14,946 — 44,208 Amortization of intangibles — 29,444 12,392 — 41,836 Total operating costs and expenses 85,531 1,351,988 582,251 (9,332 ) 2,010,438 Operating (loss) income (85,531 ) 320,601 33,285 — 268,355 Equity in earnings (losses) of unconsolidated affiliates 148,604 20,593 131 (178,725 ) (9,397 ) Interest expense (38,918 ) (3,144 ) (57 ) — (42,119 ) Other income (expense), net 11,077 (9,935 ) (59,952 ) — (58,810 ) Earnings (loss) from continuing operations before income taxes 35,232 328,115 (26,593 ) (178,725 ) 158,029 Income tax benefit (provision) 135,421 (115,862 ) (11,017 ) — 8,542 Earnings (loss) from continuing operations 170,653 212,253 (37,610 ) (178,725 ) 166,571 Earnings (loss) from discontinued operations, net of tax 174,048 — (35 ) 35 174,048 Net earnings (loss) 344,701 212,253 (37,645 ) (178,690 ) 340,619 Net loss attributable to noncontrolling interests — — 4,082 — 4,082 Net earnings (loss) attributable to IAC shareholders $ 344,701 $ 212,253 $ (33,563 ) $ (178,690 ) $ 344,701 Comprehensive income (loss) attributable to IAC shareholders $ 310,979 $ 209,078 $ (69,668 ) $ (139,410 ) $ 310,979 |
Schedule of condensed cash flow statement | Statement of cash flows for the nine months ended September 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (145,714 ) $ 310,471 $ 19,350 $ 184,107 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (3,675 ) (39,611 ) (43,286 ) Capital expenditures (1,051 ) (30,647 ) (12,860 ) (44,558 ) Proceeds from maturities and sales of marketable debt securities 192,928 — — 192,928 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Purchases of long-term investments — — (25,073 ) (25,073 ) Other, net 4,890 (1,097 ) 663 4,456 Net cash provided by (used in) investing activities attributable to continuing operations 103,633 (35,419 ) (76,881 ) (8,667 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (84,947 ) — — (84,947 ) Principal payment on long-term debt — (80,000 ) — (80,000 ) Issuance of common stock, net of withholding taxes (40,197 ) — — (40,197 ) Excess tax benefits from stock-based awards 49,016 — 131 49,147 Purchase of noncontrolling interests — — (29,899 ) (29,899 ) Acquisition-related contingent consideration payments — (202 ) (5,510 ) (5,712 ) Intercompany (87,832 ) (195,884 ) 283,716 — Other, net 166 — 346 512 Net cash (used in) provided by financing activities attributable to continuing operations (363,794 ) (276,086 ) 248,784 (391,096 ) Total cash (used in) provided by continuing operations (405,875 ) (1,034 ) 191,253 (215,656 ) Total cash (used in) provided by discontinued operations (192 ) — 2 (190 ) Effect of exchange rate changes on cash and cash equivalents — 13 (8,124 ) (8,111 ) Net (decrease) increase in cash and cash equivalents (406,067 ) (1,021 ) 183,131 (223,957 ) Cash and cash equivalents at beginning of period 766,076 1,021 223,308 990,405 Cash and cash equivalents at end of period $ 360,009 $ — $ 406,439 $ 766,448 Statement of cash flows for the nine months ended September 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (50,458 ) $ 350,889 $ (5,770 ) $ 294,661 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (191,223 ) (52,973 ) (244,196 ) Capital expenditures (2,375 ) (25,866 ) (10,792 ) (39,033 ) Proceeds from maturities and sales of marketable debt securities 998 — — 998 Purchases of marketable debt securities (110,886 ) — — (110,886 ) Purchases of long-term investments (3,000 ) (7,043 ) (7,660 ) (17,703 ) Other, net — 10 11,914 11,924 Net cash used in investing activities attributable to continuing operations (115,263 ) (224,122 ) (59,511 ) (398,896 ) Cash flows from financing activities attributable to continuing operations: Dividends (68,505 ) — — (68,505 ) Issuance of common stock, net of withholding taxes (4,823 ) — — (4,823 ) Excess tax benefits from stock-based awards 31,041 — 10,279 41,320 Purchase of noncontrolling interests — (30,000 ) (328 ) (30,328 ) Funds returned from escrow for Meetic tender offer — — 12,354 12,354 Acquisition-related contingent consideration payments — (286 ) (7,373 ) (7,659 ) Intercompany 106,215 (90,996 ) (15,219 ) — Other, net (382 ) (1,343 ) 328 (1,397 ) Net cash provided by (used in) financing activities attributable to continuing operations 63,546 (122,625 ) 41 (59,038 ) Total cash (used in) provided by continuing operations (102,175 ) 4,142 (65,240 ) (163,273 ) Total cash used in discontinued operations (136 ) — (35 ) (171 ) Effect of exchange rate changes on cash and cash equivalents — 131 (5,419 ) (5,288 ) Net (decrease) increase in cash and cash equivalents (102,311 ) 4,273 (70,694 ) (168,732 ) Cash and cash equivalents at beginning of period 782,022 — 318,422 1,100,444 Cash and cash equivalents at end of period $ 679,711 $ 4,273 $ 247,728 $ 931,712 |
THE COMPANY AND SUMMARY OF SI29
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Nov. 02, 2015 | Oct. 28, 2015USD ($) | Jul. 14, 2015USD ($) | Sep. 30, 2015USD ($)country | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segmentcountry | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Revenue from major customers | ||||||||
Number of operating segments | segment | 4 | |||||||
Number of countries where brands and products reach users (more than) | country | 200 | 200 | ||||||
Revenue | $ 838,561 | $ 782,231 | $ 2,382,205 | $ 2,278,793 | ||||
Accounts receivable, net | 246,978 | 246,978 | $ 236,086 | |||||
Google Inc. | ||||||||
Revenue from major customers | ||||||||
Revenue | 332,000 | $ 351,400 | 979,800 | $ 1,100,000 | ||||
Accounts receivable, net | $ 112,200 | $ 112,200 | $ 118,700 | |||||
PlentyOfFish | ||||||||
Revenue from major customers | ||||||||
Purchase price | $ 575,000 | |||||||
Match Group, Inc. | Subsequent Event | ||||||||
Revenue from major customers | ||||||||
Percentage of subsidiary stock to be issued in IPO (less than) | 20.00% | |||||||
Match Group, Inc. | Subsequent Event | PlentyOfFish | ||||||||
Revenue from major customers | ||||||||
Purchase price | $ 575,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit (provision) | $ (40,510) | $ 59,816 | $ (34,722) | $ 8,542 | |
Effective tax rate (as a percent) | 38.00% | 19.00% | |||
Federal statutory rate (as a percent) | 35.00% | 35.00% | |||
Earnings from continuing operations before income taxes | $ 105,536 | 90,445 | $ 179,496 | 158,029 | |
Unrecognized tax benefits related to federal income taxes statute of limitations | $ 88,200 | $ 88,200 | |||
Interest expense (benefit) on income tax benefit (provision) | (100) | 200 | |||
Accrued interest on unrecognized tax benefits | 2,200 | 2,200 | $ 2,800 | ||
Accrued penalties on unrecognized tax benefits | 2,100 | 2,100 | 2,900 | ||
Total unrecognized tax benefits including interest | 24,800 | 24,800 | $ 33,200 | ||
Unrecognized tax benefit, if recognized would reduce income tax expense for continuing operations | 22,800 | 22,800 | |||
Change in unrecognized tax benefit | $ 7,700 | $ 7,700 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Corporate debt securities | ||
Amortized Cost | $ 53,600 | $ 159,418 |
Gross Unrealized Gains | 7 | 34 |
Gross Unrealized Losses | (129) | (255) |
Fair Value | 53,478 | 159,197 |
Equity security | ||
Amortized Cost | 98 | 98 |
Gross Unrealized Gains | 361 | 1,353 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 459 | 1,451 |
Total marketable securities | ||
Amortized Cost | 53,698 | 159,516 |
Gross Unrealized Gains | 368 | 1,387 |
Gross Unrealized Losses | (129) | (255) |
Fair Value | $ 53,937 | $ 160,648 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Contractual maturities of debt securities classified as available-for-sale | ||
Due in one year or less, amortized cost | $ 4,374 | |
Due after one year through five years, amortized cost | 49,226 | |
Amortized Cost | 53,600 | $ 159,418 |
Due in one year or less, fair value | 4,370 | |
Due after one year through five years, fair value | 49,108 | |
Total, Estimated Fair Value | $ 53,478 | $ 159,197 |
MARKETABLE SECURITIES (Detail33
MARKETABLE SECURITIES (Details 3) - USD ($) $ in Thousands | Jul. 14, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Proceeds from maturities and sales of current and non-current available-for-sale marketable securities and related gross realized gains and losses | |||||
Proceeds from maturities and sales of available-for-sale marketable securities | $ 178,315 | $ 1,114 | $ 192,928 | $ 4,576 | |
Gross realized gains | 17 | 1,063 | 22 | 3,362 | |
Impairment of available-for-sale marketable securities | 804 | $ 0 | $ 1,304 | $ 64,281 | |
PlentyOfFish | |||||
Proceeds from maturities and sales of current and non-current available-for-sale marketable securities and related gross realized gains and losses | |||||
Purchase price | $ 575,000 | ||||
Corporate debt securities | |||||
Proceeds from maturities and sales of current and non-current available-for-sale marketable securities and related gross realized gains and losses | |||||
Impairment of available-for-sale marketable securities | $ 300 |
FAIR VALUE MEASUREMENTS AND F34
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Marketable securities | $ 53,937 | $ 160,648 |
Fair value on a recurring basis | ||
Assets: | ||
Total Assets | 497,639 | 780,563 |
Liabilities: | ||
Contingent consideration arrangement | (31,470) | (30,140) |
Fair value on a recurring basis | Money market funds | ||
Assets: | ||
Cash equivalents: | 375,094 | 174,720 |
Fair value on a recurring basis | Time deposits | ||
Assets: | ||
Cash equivalents: | 45,005 | 42,914 |
Fair value on a recurring basis | Commercial paper | ||
Assets: | ||
Cash equivalents: | 8,999 | 388,801 |
Fair value on a recurring basis | Corporate debt securities | ||
Assets: | ||
Marketable securities | 53,478 | 159,197 |
Fair value on a recurring basis | Equity security | ||
Assets: | ||
Marketable securities | 459 | 1,451 |
Long-term investments: | 9,594 | 7,410 |
Fair value on a recurring basis | Auction rate security | ||
Assets: | ||
Long-term investments: | 5,010 | 6,070 |
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total Assets | 385,147 | 183,581 |
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents: | 375,094 | 174,720 |
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Equity security | ||
Assets: | ||
Marketable securities | 459 | 1,451 |
Long-term investments: | 9,594 | 7,410 |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total Assets | 107,482 | 590,912 |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets: | ||
Cash equivalents: | 45,005 | 42,914 |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Cash equivalents: | 8,999 | 388,801 |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets: | ||
Marketable securities | 53,478 | 159,197 |
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total Assets | 5,010 | 6,070 |
Liabilities: | ||
Contingent consideration arrangement | (31,470) | (30,140) |
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | Auction rate security | ||
Assets: | ||
Long-term investments: | $ 5,010 | $ 6,070 |
FAIR VALUE MEASUREMENTS AND F35
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details 1) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)arrangement | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)arrangement | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Auction rate securities | |||||
Cost basis | $ 53,600 | $ 53,600 | $ 159,418 | ||
Gross unrealized losses | $ 129 | $ 129 | 255 | ||
Contingent Consideration Arrangements | |||||
Number of contingent consideration arrangements related to business acquisitions | arrangement | 9 | 9 | |||
Number of contingent consideration arrangements with payment limit | arrangement | 8 | 8 | |||
Contingent consideration, maximum amount at balance sheet date | $ 242,800 | $ 242,800 | |||
Contingent consideration, fair value at balance sheet date with a maximum limit | $ 31,000 | $ 31,000 | |||
Number of contingent consideration arrangements without payment limit | arrangement | 1 | 1 | |||
Contingent consideration, fair value at balance sheet date without a limit | $ 500 | $ 500 | |||
Contingent consideration, at fair value, current | 700 | 700 | |||
Contingent consideration, at fair value, noncurrent | 30,800 | 30,800 | |||
Assets measured at fair value on a nonrecurring basis | |||||
Cost method investments | 113,700 | 113,700 | 90,900 | ||
Cost method investments, other than temporary impairment | $ 64,200 | ||||
Equity method investment, other than temporary impairment | 4,200 | ||||
Long-term marketable equity security | |||||
Cost basis | 98 | 98 | 98 | ||
Gross unrealized gain | 361 | 361 | 1,353 | ||
Gross unrealized loss | 0 | 0 | 0 | ||
Auction rate security | |||||
Changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | |||||
Balance at the beginning of the period, assets | 6,630 | 9,250 | 6,070 | $ 8,920 | |
Total net gains (losses) included in other comprehensive income (loss), Asset | (1,620) | (670) | (1,060) | (340) | |
Balance at the end of the period, assets | 5,010 | 8,580 | 5,010 | 8,580 | |
Auction rate securities | |||||
Cost basis | 10,000 | 10,000 | 10,000 | ||
Gross unrealized losses | 5,000 | 5,000 | 3,900 | ||
Contingent Consideration Arrangement | |||||
Changes in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | |||||
Balance at the beginning of the period | (31,858) | (41,397) | (30,140) | (45,828) | |
Total net gains (losses) included in earnings, fair value adjustments | 960 | 14,281 | 17,906 | 13,781 | |
Total net gains (losses) included in earnings, foreign currency exchange gains | 626 | 0 | |||
Total net gains (losses) included in other comprehensive income (loss), Liability | (579) | 1,918 | 1,538 | 2,054 | |
Fair value at date of acquisition | (27,112) | (2,835) | |||
Settlements | 7 | 29 | 5,712 | 7,659 | |
Balance at the end of the period | (31,470) | $ (25,169) | $ (31,470) | $ (25,169) | |
Contingent Consideration Arrangement | Minimum | |||||
Contingent Consideration Arrangements | |||||
Contingent consideration, discount rates | 12.00% | ||||
Contingent Consideration Arrangement | Maximum | |||||
Contingent Consideration Arrangements | |||||
Contingent consideration, discount rates | 25.00% | ||||
Equity security | |||||
Long-term marketable equity security | |||||
Cost basis | 8,700 | $ 8,700 | 8,700 | ||
Gross unrealized gain | $ 900 | $ 900 | |||
Gross unrealized loss | $ 1,200 |
FAIR VALUE MEASUREMENTS AND F36
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net of current maturities | $ (1,000,000) | $ (1,080,000) |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net of current maturities | $ (990,050) | $ (1,099,813) |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Oct. 07, 2015USD ($) | Sep. 30, 2015USD ($) | Oct. 16, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 21, 2012USD ($) |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,000,000,000 | $ 1,080,000,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 300,000,000 | ||||
Line of credit, amount outstanding | $ 0 | 0 | |||
Annual fee to maintain the revolving facility | 0.35% | ||||
Maximum leverage ratio | 3.25 | ||||
Senior Notes | 4.875% Senior Notes due November 30, 2018 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 500,000,000 | $ 500,000,000 | |||
Stated rate | 4.875% | 4.875% | |||
Maximum leverage ratio | 3 | ||||
Senior Notes | 4.75% Senior Notes Due December 2022 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 500,000,000 | $ 500,000,000 | |||
Stated rate | 4.75% | 4.75% | |||
Maximum leverage ratio | 3 | ||||
Senior Notes | 4.75% Senior Notes Due December 2022 | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Cash tender offer | $ 443,500,000 | ||||
Bonds | 5% New York City Industrial Development Agency Bonds due September 2035 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 80,000,000 | ||||
Stated rate | 5.00% | ||||
Match Group, Inc. | Revolving Credit Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 500,000,000 | ||||
Annual fee to maintain the revolving facility | 0.35% | ||||
Maximum leverage ratio | 5 | ||||
Minimum interest coverage ratio | 2.50 | ||||
Match Group, Inc. | Senior Notes | 6.75% Senior Notes Due 2022 | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Stated rate | 6.75% | ||||
Cash tender offer | $ 443,500,000 | ||||
Match Group, Inc. | Senior Notes | 6.75% Senior Notes Due 2022 | Maximum | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Match exchange offer | $ 500,000,000 |
ACCUMULATED OTHER COMPREHENSI38
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ (87,700) | |||
Total other comprehensive loss, net of tax | $ (14,220) | $ (37,148) | (57,972) | $ (34,208) |
Ending balance | (144,488) | (144,488) | ||
Tax provision (benefit) of other comprehensive loss before reclassifications related to unrealized losses on available-for-sale securities | (100) | 200 | (300) | (500) |
Tax provision (benefit) for amounts reclassified from accumulated other comprehensive loss | 100 | 400 | (100) | 1,200 |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (133,895) | (15,282) | (86,848) | (20,352) |
Other comprehensive income before reclassifications, net of tax benefit (provision) related to unrealized gains on available-for-sale securities | (8,420) | (36,428) | (55,467) | (31,358) |
Amounts reclassified related to unrealized losses on available for sale securities, net of tax provision | (2,191) | 0 | (2,191) | 0 |
Total other comprehensive loss, net of tax | (10,611) | (36,428) | (57,658) | (31,358) |
Ending balance | (144,506) | (51,710) | (144,506) | (51,710) |
Unrealized Gains On Available-For-Sale Securities | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 3,600 | 5,376 | (852) | 7,306 |
Other comprehensive income before reclassifications, net of tax benefit (provision) related to unrealized gains on available-for-sale securities | (3,501) | 231 | 788 | (439) |
Amounts reclassified related to unrealized losses on available for sale securities, net of tax provision | (81) | (665) | 82 | (1,925) |
Total other comprehensive loss, net of tax | (3,582) | (434) | 870 | (2,364) |
Ending balance | 18 | 4,942 | 18 | 4,942 |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (130,295) | (9,906) | (87,700) | (13,046) |
Other comprehensive income before reclassifications, net of tax benefit (provision) related to unrealized gains on available-for-sale securities | (11,921) | (36,197) | (54,679) | (31,797) |
Amounts reclassified related to unrealized losses on available for sale securities, net of tax provision | (2,272) | (665) | (2,109) | (1,925) |
Total other comprehensive loss, net of tax | (14,193) | (36,862) | (56,788) | (33,722) |
Ending balance | $ (144,488) | $ (46,768) | $ (144,488) | $ (46,768) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: Basic | ||||
Earnings from continuing operations | $ 65,026 | $ 150,261 | $ 144,774 | $ 166,571 |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Earnings from continuing operations attributable to IAC shareholders | 65,594 | 151,082 | 151,332 | 170,653 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings (loss) attributable to IAC shareholders | 65,611 | 326,812 | 151,321 | 344,701 |
Numerator: Diluted | ||||
Earnings from continuing operations | 65,026 | 150,261 | 144,774 | 166,571 |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Earnings from continuing operations attributable to IAC shareholders | 65,594 | 151,082 | 151,332 | 170,653 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings (loss) attributable to IAC shareholders | $ 65,611 | $ 326,812 | $ 151,321 | $ 344,701 |
Denominator: Basic | ||||
Weighted average basic shares outstanding | 82,910 | 83,591 | 82,924 | 83,088 |
Denominator: Diluted | ||||
Weighted average basic shares outstanding | 82,910 | 83,591 | 82,924 | 83,088 |
Dilutive securities including stock options and RSUs (in shares) | 5,990 | 5,199 | 5,323 | 5,167 |
Denominator for earnings per share-weighted average shares (in shares) | 88,900 | 88,790 | 88,247 | 88,255 |
Earnings (loss) per share attributable to IAC shareholders: Basic | ||||
Earnings per share from continuing operations (in dollars per share) | $ 0.79 | $ 1.81 | $ 1.82 | $ 2.05 |
Discontinued operations (in dollars per share) | 0 | 2.10 | 0 | 2.10 |
Earnings per share (in dollars per share) | 0.79 | 3.91 | 1.82 | 4.15 |
Earnings (loss) per share attributable to IAC shareholders: Diluted | ||||
Earnings per share from continuing operations (in dollars per share) | 0.74 | 1.70 | 1.71 | 1.93 |
Discontinued operations (in dollars per share) | 0 | 1.98 | 0 | 1.98 |
Earnings per share (in dollars per share) | $ 0.74 | $ 3.68 | $ 1.71 | $ 3.91 |
EARNINGS PER SHARE (Details 2)
EARNINGS PER SHARE (Details 2) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
RSUs | ||||
Anti-dilutive weighted average common shares | ||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (in shares) | 1 | 0.3 | 1.3 | 0.3 |
PSUs | ||||
Anti-dilutive weighted average common shares | ||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (in shares) | 0.2 | 0.1 | 0.2 | 0.1 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment reporting information | ||||
Revenue | $ 838,561 | $ 782,231 | $ 2,382,205 | $ 2,278,793 |
Operating income | 87,130 | 100,953 | 185,018 | 268,355 |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | 141,142 | 134,588 | 324,978 | 384,115 |
Stock-Based Compensation Expense | (27,009) | (17,332) | (71,869) | (43,497) |
Depreciation | (15,625) | (14,133) | (46,693) | (44,208) |
Amortization of Intangibles | (12,338) | (16,451) | (39,304) | (41,836) |
Acquisition-related contingent consideration fair value adjustments | 960 | 14,281 | 17,906 | 13,781 |
Operating income | 87,130 | 100,953 | 185,018 | 268,355 |
Operating segments | Search & Applications | ||||
Segment reporting information | ||||
Revenue | 377,142 | 394,659 | 1,111,406 | 1,188,410 |
Operating income | 65,391 | 80,384 | 198,283 | 228,492 |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | 74,391 | 93,127 | 226,202 | 266,456 |
Stock-Based Compensation Expense | 0 | 0 | 0 | 0 |
Depreciation | (3,777) | (3,596) | (11,078) | (13,143) |
Amortization of Intangibles | (6,736) | (9,147) | (20,631) | (24,821) |
Acquisition-related contingent consideration fair value adjustments | 1,513 | 0 | 3,790 | 0 |
Operating income | 65,391 | 80,384 | 198,283 | 228,492 |
Operating segments | The Match Group | ||||
Segment reporting information | ||||
Revenue | 274,231 | 230,198 | 768,132 | 655,699 |
Operating income | 71,912 | 66,393 | 148,665 | 167,394 |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | 84,339 | 61,371 | 175,017 | 178,169 |
Stock-Based Compensation Expense | (1,147) | (145) | (3,816) | (332) |
Depreciation | (6,173) | (5,794) | (19,885) | (17,183) |
Amortization of Intangibles | (4,352) | (3,320) | (14,130) | (6,841) |
Acquisition-related contingent consideration fair value adjustments | (755) | 14,281 | 11,479 | 13,581 |
Operating income | 71,912 | 66,393 | 148,665 | 167,394 |
Operating segments | Media | ||||
Segment reporting information | ||||
Revenue | 57,278 | 49,895 | 137,100 | 122,906 |
Operating income | (8,252) | (8,723) | (37,379) | (27,083) |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | (7,746) | (7,702) | (37,781) | (24,477) |
Stock-Based Compensation Expense | (50) | (161) | (344) | (486) |
Depreciation | (280) | (225) | (712) | (731) |
Amortization of Intangibles | (378) | (635) | (1,179) | (1,589) |
Acquisition-related contingent consideration fair value adjustments | 202 | 0 | 2,637 | 200 |
Operating income | (8,252) | (8,723) | (37,379) | (27,083) |
Operating segments | eCommerce | ||||
Segment reporting information | ||||
Revenue | 130,031 | 107,825 | 366,027 | 312,616 |
Operating income | 4,243 | (1,585) | (3,615) | (3,138) |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | 7,713 | 3,865 | 7,257 | 11,192 |
Stock-Based Compensation Expense | (410) | (138) | (1,250) | (138) |
Depreciation | (2,188) | (1,963) | (6,258) | (5,607) |
Amortization of Intangibles | (872) | (3,349) | (3,364) | (8,585) |
Acquisition-related contingent consideration fair value adjustments | 0 | 0 | 0 | 0 |
Operating income | 4,243 | (1,585) | (3,615) | (3,138) |
Intersegment eliminations | ||||
Segment reporting information | ||||
Revenue | (121) | (346) | (460) | (838) |
Corporate | ||||
Segment reporting information | ||||
Operating income | (46,164) | (35,516) | (120,936) | (97,310) |
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments | ||||
Adjusted EBITDA | (17,555) | (16,073) | (45,717) | (47,225) |
Stock-Based Compensation Expense | (25,402) | (16,888) | (66,459) | (42,541) |
Depreciation | (3,207) | (2,555) | (8,760) | (7,544) |
Amortization of Intangibles | 0 | 0 | 0 | 0 |
Acquisition-related contingent consideration fair value adjustments | 0 | 0 | 0 | 0 |
Operating income | $ (46,164) | $ (35,516) | $ (120,936) | $ (97,310) |
SEGMENT INFORMATION (Details 2)
SEGMENT INFORMATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenue and long-lived assets by geography | |||||
Revenue | $ 838,561 | $ 782,231 | $ 2,382,205 | $ 2,278,793 | |
Long-lived assets (excluding goodwill and intangible assets) | 299,078 | 299,078 | $ 302,459 | ||
Reportable Geographical Components | United States | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 619,297 | 544,486 | 1,755,534 | 1,560,751 | |
Long-lived assets (excluding goodwill and intangible assets) | 278,970 | 278,970 | 281,879 | ||
Reportable Geographical Components | All Other Countries | |||||
Revenue and long-lived assets by geography | |||||
Revenue | 219,264 | $ 237,745 | 626,671 | $ 718,042 | |
Long-lived assets (excluding goodwill and intangible assets) | $ 20,108 | $ 20,108 | $ 20,580 |
CONSOLIDATED FINANCIAL STATEM43
CONSOLIDATED FINANCIAL STATEMENT DETAILS CONSOLIDATED FINANCIAL STATEMENT DETAILS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Gain on real estate transaction | $ 33,586 | $ 0 | $ 33,586 | $ 0 |
Impairment of long-term investments | (804) | 0 | (1,304) | (64,281) |
Foreign currency exchange gains (losses) | 308 | 2,210 | 4,838 | (612) |
Other | 910 | 1,903 | 2,706 | 6,083 |
Total | $ 34,000 | $ 4,113 | $ 39,826 | $ (58,810) |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | 9 Months Ended |
Sep. 30, 2015lawsuit | |
Loss Contingency [Abstract] | |
Minimum number of lawsuits that could have material impact on the liquidity, results of operations, or financial condition | 1 |
GUARANTOR AND NON-GUARANTOR F45
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 766,448 | $ 990,405 | $ 931,712 | $ 1,100,444 |
Marketable securities | 53,937 | 160,648 | ||
Accounts receivable, net | 246,978 | 236,086 | ||
Other current assets | 178,883 | 166,742 | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 299,078 | 302,459 | ||
Goodwill | 1,769,141 | 1,754,926 | ||
Intangible assets, net | 459,921 | 491,936 | ||
Other non-current assets | 114,107 | 56,693 | ||
TOTAL ASSETS | 4,027,318 | 4,274,878 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 68,448 | 81,163 | ||
Long-term debt | 1,000,000 | 1,080,000 | ||
Income taxes payable | 23,641 | 32,635 | ||
Other long-term liabilities | 62,476 | 45,191 | ||
Redeemable noncontrolling interests | 25,227 | 40,427 | ||
IAC shareholders' equity | 1,845,191 | 1,991,953 | ||
Noncontrolling interests | 0 | 1,189 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,027,318 | 4,274,878 | ||
Intersegment eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | ||
Marketable securities | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Other current assets | (3,735) | (5,773) | ||
Intercompany receivables | (2,337,822) | (2,659,213) | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | (5,991,454) | (5,965,747) | ||
Other non-current assets | (8,060) | (2,988) | ||
TOTAL ASSETS | (8,341,071) | (8,633,721) | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 0 | 0 | ||
Other current liabilities | 14 | (817) | ||
Long-term debt | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Intercompany liabilities | (2,337,822) | (2,659,213) | ||
Other long-term liabilities | (11,809) | (7,944) | ||
Redeemable noncontrolling interests | 0 | 0 | ||
IAC shareholders' equity | (5,991,454) | (5,965,747) | ||
Noncontrolling interests | 0 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | (8,341,071) | (8,633,721) | ||
IAC Consolidated | ||||
ASSETS | ||||
Cash and cash equivalents | 766,448 | 990,405 | 931,712 | 1,100,444 |
Marketable securities | 53,937 | 160,648 | ||
Accounts receivable, net | 246,978 | 236,086 | ||
Other current assets | 178,883 | 166,742 | ||
Intercompany receivables | 0 | 0 | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 299,078 | 302,459 | ||
Goodwill | 1,769,141 | 1,754,926 | ||
Intangible assets, net | 459,921 | 491,936 | ||
Investment in subsidiaries | 0 | 0 | ||
Other non-current assets | 252,932 | 171,676 | ||
TOTAL ASSETS | 4,027,318 | 4,274,878 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 68,448 | 81,163 | ||
Other current liabilities | 585,009 | 592,791 | ||
Long-term debt | 1,000,000 | 1,080,000 | ||
Income taxes payable | 23,641 | 32,635 | ||
Intercompany liabilities | 0 | 0 | ||
Other long-term liabilities | 479,802 | 454,720 | ||
Redeemable noncontrolling interests | 25,227 | 40,427 | ||
IAC shareholders' equity | 1,845,191 | 1,991,953 | ||
Noncontrolling interests | 1,189 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,027,318 | 4,274,878 | ||
IAC | ||||
ASSETS | ||||
Cash and cash equivalents | 360,009 | 766,076 | 679,711 | 782,022 |
Marketable securities | 53,477 | 159,197 | ||
Accounts receivable, net | 9 | 13 | ||
Other current assets | 7,261 | 23,923 | ||
Intercompany receivables | 0 | 0 | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 4,574 | 4,950 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 5,033,588 | 5,035,304 | ||
Other non-current assets | 92,132 | 44,610 | ||
TOTAL ASSETS | 5,551,050 | 6,034,073 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 2,865 | 3,059 | ||
Other current liabilities | 54,163 | 73,491 | ||
Long-term debt | 1,000,000 | 1,000,000 | ||
Income taxes payable | 858 | 2,240 | ||
Intercompany liabilities | 2,337,822 | 2,659,213 | ||
Other long-term liabilities | 310,151 | 304,117 | ||
Redeemable noncontrolling interests | 0 | 0 | ||
IAC shareholders' equity | 1,845,191 | 1,991,953 | ||
Noncontrolling interests | 0 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 5,551,050 | 6,034,073 | ||
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 1,021 | 4,273 | 0 |
Marketable securities | 0 | 0 | ||
Accounts receivable, net | 147,175 | 155,262 | ||
Other current assets | 93,121 | 91,105 | ||
Intercompany receivables | 1,557,881 | 1,688,403 | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 228,159 | 232,819 | ||
Goodwill | 1,247,038 | 1,249,807 | ||
Intangible assets, net | 307,079 | 325,771 | ||
Investment in subsidiaries | 957,866 | 930,443 | ||
Other non-current assets | 28,897 | 20,682 | ||
TOTAL ASSETS | 4,567,216 | 4,695,313 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 34,991 | 55,320 | ||
Other current liabilities | 326,379 | 328,920 | ||
Long-term debt | 0 | 80,000 | ||
Income taxes payable | 4,531 | 4,771 | ||
Intercompany liabilities | 0 | 0 | ||
Other long-term liabilities | 105,074 | 104,219 | ||
Redeemable noncontrolling interests | 0 | 0 | ||
IAC shareholders' equity | 4,096,241 | 4,122,083 | ||
Noncontrolling interests | 0 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,567,216 | 4,695,313 | ||
Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 406,439 | 223,308 | $ 247,728 | $ 318,422 |
Marketable securities | 460 | 1,451 | ||
Accounts receivable, net | 99,794 | 80,811 | ||
Other current assets | 82,236 | 57,487 | ||
Intercompany receivables | 779,941 | 970,810 | ||
Property and equipment, net of accumulated depreciation and amortization of $305,226 and $279,534, respectively | 66,345 | 64,690 | ||
Goodwill | 522,103 | 505,119 | ||
Intangible assets, net | 152,842 | 166,165 | ||
Investment in subsidiaries | 0 | 0 | ||
Other non-current assets | 139,963 | 109,372 | ||
TOTAL ASSETS | 2,250,123 | 2,179,213 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Accounts payable, trade | 30,592 | 22,784 | ||
Other current liabilities | 204,453 | 191,197 | ||
Long-term debt | 0 | 0 | ||
Income taxes payable | 18,252 | 25,624 | ||
Intercompany liabilities | 0 | 0 | ||
Other long-term liabilities | 76,386 | 54,328 | ||
Redeemable noncontrolling interests | 25,227 | 40,427 | ||
IAC shareholders' equity | 1,895,213 | 1,843,664 | ||
Noncontrolling interests | 1,189 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,250,123 | $ 2,179,213 |
GUARANTOR AND NON-GUARANTOR F46
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | $ 838,561 | $ 782,231 | $ 2,382,205 | $ 2,278,793 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 205,261 | 224,695 | 580,090 | 644,659 |
Selling and marketing expense | 337,226 | 278,321 | 1,014,289 | 849,410 |
General and administrative expense | 134,122 | 106,987 | 378,265 | 311,973 |
Product development expense | 46,859 | 40,691 | 138,546 | 118,352 |
Depreciation | 15,625 | 14,133 | 46,693 | 44,208 |
Amortization of intangibles | 12,338 | 16,451 | 39,304 | 41,836 |
Total operating costs and expenses | 751,431 | 681,278 | 2,197,187 | 2,010,438 |
Operating income | 87,130 | 100,953 | 185,018 | 268,355 |
Equity in earnings of unconsolidated affiliates | 398 | (612) | (78) | (9,397) |
Interest expense | (15,992) | (14,009) | (45,270) | (42,119) |
Other (expense) income, net | 34,000 | 4,113 | 39,826 | (58,810) |
Earnings from continuing operations before income taxes | 105,536 | 90,445 | 179,496 | 158,029 |
Income tax benefit (provision) | (40,510) | 59,816 | (34,722) | 8,542 |
Earnings from continuing operations | 65,026 | 150,261 | 144,774 | 166,571 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings | 65,043 | 325,991 | 144,763 | 340,619 |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Net earnings (loss) attributable to IAC shareholders | 65,611 | 326,812 | 151,321 | 344,701 |
Comprehensive income (loss) attributable to IAC shareholders | 51,418 | 289,950 | 94,533 | 310,979 |
Total Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | (3,060) | (3,002) | (9,104) | (9,332) |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | (260) | (688) | (650) | (2,335) |
Selling and marketing expense | (2,801) | (2,273) | (8,420) | (6,410) |
General and administrative expense | 1 | 10 | (34) | 36 |
Product development expense | 0 | (51) | 0 | (623) |
Depreciation | 0 | 0 | 0 | 0 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Total operating costs and expenses | (3,060) | (3,002) | (9,104) | (9,332) |
Operating income | 0 | 0 | 0 | 0 |
Equity in earnings of unconsolidated affiliates | (116,159) | (107,162) | (257,855) | (178,725) |
Interest expense | 0 | 0 | 0 | 0 |
Other (expense) income, net | 0 | 0 | 0 | 0 |
Earnings from continuing operations before income taxes | (116,159) | (107,162) | (257,855) | (178,725) |
Income tax benefit (provision) | 0 | 0 | 0 | 0 |
Earnings from continuing operations | (116,159) | (107,162) | (257,855) | (178,725) |
Earnings (loss) from discontinued operations, net of tax | 1 | (5) | (2) | 35 |
Net earnings | (116,158) | (107,167) | (257,857) | (178,690) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to IAC shareholders | (116,158) | (107,167) | (257,857) | (178,690) |
Comprehensive income (loss) attributable to IAC shareholders | (107,092) | (67,084) | (196,618) | (139,410) |
IAC Consolidated | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 838,561 | 782,231 | 2,382,205 | 2,278,793 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 205,261 | 224,695 | 580,090 | 644,659 |
Selling and marketing expense | 337,226 | 278,321 | 1,014,289 | 849,410 |
General and administrative expense | 134,122 | 106,987 | 378,265 | 311,973 |
Product development expense | 46,859 | 40,691 | 138,546 | 118,352 |
Depreciation | 15,625 | 14,133 | 46,693 | 44,208 |
Amortization of intangibles | 12,338 | 16,451 | 39,304 | 41,836 |
Total operating costs and expenses | 751,431 | 681,278 | 2,197,187 | 2,010,438 |
Operating income | 87,130 | 100,953 | 185,018 | 268,355 |
Equity in earnings of unconsolidated affiliates | 398 | (612) | (78) | (9,397) |
Interest expense | (15,992) | (14,009) | (45,270) | (42,119) |
Other (expense) income, net | 34,000 | 4,113 | 39,826 | (58,810) |
Earnings from continuing operations before income taxes | 105,536 | 90,445 | 179,496 | 158,029 |
Income tax benefit (provision) | (40,510) | 59,816 | (34,722) | 8,542 |
Earnings from continuing operations | 65,026 | 150,261 | 144,774 | 166,571 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings | 65,043 | 325,991 | 144,763 | 340,619 |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Net earnings (loss) attributable to IAC shareholders | 65,611 | 326,812 | 151,321 | 344,701 |
Comprehensive income (loss) attributable to IAC shareholders | 51,418 | 289,950 | 94,533 | 310,979 |
IAC | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 307 | 387 | 846 | 742 |
Selling and marketing expense | 1,250 | 723 | 3,315 | 1,534 |
General and administrative expense | 37,186 | 28,046 | 95,192 | 77,101 |
Product development expense | 2,408 | 1,935 | 6,915 | 5,111 |
Depreciation | 613 | 402 | 1,440 | 1,043 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Total operating costs and expenses | 41,764 | 31,493 | 107,708 | 85,531 |
Operating income | (41,764) | (31,493) | (107,708) | (85,531) |
Equity in earnings of unconsolidated affiliates | 96,076 | 89,209 | 220,971 | 148,604 |
Interest expense | (12,995) | (12,948) | (38,977) | (38,918) |
Other (expense) income, net | 24,678 | (8,311) | 7,571 | 11,077 |
Earnings from continuing operations before income taxes | 65,995 | 36,457 | 81,857 | 35,232 |
Income tax benefit (provision) | (401) | 114,625 | 69,475 | 135,421 |
Earnings from continuing operations | 65,594 | 151,082 | 151,332 | 170,653 |
Earnings (loss) from discontinued operations, net of tax | 17 | 175,730 | (11) | 174,048 |
Net earnings | 65,611 | 326,812 | 151,321 | 344,701 |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to IAC shareholders | 65,611 | 326,812 | 151,321 | 344,701 |
Comprehensive income (loss) attributable to IAC shareholders | 51,418 | 289,950 | 94,533 | 310,979 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 606,269 | 570,101 | 1,787,137 | 1,672,589 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 117,292 | 128,968 | 354,416 | 384,431 |
Selling and marketing expense | 276,036 | 220,780 | 829,308 | 677,273 |
General and administrative expense | 70,225 | 56,955 | 202,314 | 151,089 |
Product development expense | 31,945 | 28,131 | 94,075 | 81,532 |
Depreciation | 10,799 | 9,434 | 33,489 | 28,219 |
Amortization of intangibles | 6,246 | 10,784 | 18,742 | 29,444 |
Total operating costs and expenses | 512,543 | 455,052 | 1,532,344 | 1,351,988 |
Operating income | 93,726 | 115,049 | 254,793 | 320,601 |
Equity in earnings of unconsolidated affiliates | 19,940 | 17,246 | 36,312 | 20,593 |
Interest expense | (2,963) | (1,050) | (6,220) | (3,144) |
Other (expense) income, net | 2,911 | 8,771 | 32,767 | (9,935) |
Earnings from continuing operations before income taxes | 113,614 | 140,016 | 317,652 | 328,115 |
Income tax benefit (provision) | (35,131) | (46,133) | (107,397) | (115,862) |
Earnings from continuing operations | 78,483 | 93,883 | 210,255 | 212,253 |
Earnings (loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Net earnings | 78,483 | 93,883 | 210,255 | 212,253 |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings (loss) attributable to IAC shareholders | 78,483 | 93,883 | 210,255 | 212,253 |
Comprehensive income (loss) attributable to IAC shareholders | 80,157 | 90,988 | 207,445 | 209,078 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 235,352 | 215,132 | 604,172 | 615,536 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 87,922 | 96,028 | 225,478 | 261,821 |
Selling and marketing expense | 62,741 | 59,091 | 190,086 | 177,013 |
General and administrative expense | 26,710 | 21,976 | 80,793 | 83,747 |
Product development expense | 12,506 | 10,676 | 37,556 | 32,332 |
Depreciation | 4,213 | 4,297 | 11,764 | 14,946 |
Amortization of intangibles | 6,092 | 5,667 | 20,562 | 12,392 |
Total operating costs and expenses | 200,184 | 197,735 | 566,239 | 582,251 |
Operating income | 35,168 | 17,397 | 37,933 | 33,285 |
Equity in earnings of unconsolidated affiliates | 541 | 95 | 494 | 131 |
Interest expense | (34) | (11) | (73) | (57) |
Other (expense) income, net | 6,411 | 3,653 | (512) | (59,952) |
Earnings from continuing operations before income taxes | 42,086 | 21,134 | 37,842 | (26,593) |
Income tax benefit (provision) | (4,978) | (8,676) | 3,200 | (11,017) |
Earnings from continuing operations | 37,108 | 12,458 | 41,042 | (37,610) |
Earnings (loss) from discontinued operations, net of tax | (1) | 5 | 2 | (35) |
Net earnings | 37,107 | 12,463 | 41,044 | (37,645) |
Net loss attributable to noncontrolling interests | 568 | 821 | 6,558 | 4,082 |
Net earnings (loss) attributable to IAC shareholders | 37,675 | 13,284 | 47,602 | (33,563) |
Comprehensive income (loss) attributable to IAC shareholders | $ 26,935 | $ (23,904) | $ (10,827) | $ (69,668) |
GUARANTOR AND NON-GUARANTOR F47
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details3) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities attributable to continuing operations | $ 184,107 | $ 294,661 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | (43,286) | (244,196) |
Capital expenditures | (44,558) | (39,033) |
Proceeds from maturities and sales of marketable debt securities | 192,928 | 998 |
Purchases of marketable debt securities | (93,134) | (110,886) |
Purchases of long-term investments | (25,073) | (17,703) |
Other, net | 4,456 | 11,924 |
Net cash used in investing activities attributable to continuing operations | (8,667) | (398,896) |
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (200,000) | 0 |
Dividends | (84,947) | (68,505) |
Principal payment on long-term debt | (80,000) | 0 |
Issuance of common stock, net of withholding taxes | (40,197) | (4,823) |
Excess tax benefits from stock-based awards | 49,147 | 41,320 |
Purchase of noncontrolling interests | (29,899) | (30,328) |
Funds returned from escrow for Meetic tender offer | 0 | 12,354 |
Acquisition-related contingent consideration payments | (5,712) | (7,659) |
Other, net | 512 | (1,397) |
Net cash used in financing activities attributable to continuing operations | (391,096) | (59,038) |
Total cash used in continuing operations | (215,656) | (163,273) |
Total cash used in discontinued operations | (190) | (171) |
Effect of exchange rate changes on cash and cash equivalents | (8,111) | (5,288) |
Net decrease in cash and cash equivalents | (223,957) | (168,732) |
Cash and cash equivalents at beginning of period | 990,405 | 1,100,444 |
Cash and cash equivalents at end of period | 766,448 | 931,712 |
IAC Consolidated | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities attributable to continuing operations | 184,107 | 294,661 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | (43,286) | (244,196) |
Capital expenditures | (44,558) | (39,033) |
Proceeds from maturities and sales of marketable debt securities | 192,928 | 998 |
Purchases of marketable debt securities | (93,134) | (110,886) |
Purchases of long-term investments | (25,073) | (17,703) |
Other, net | 4,456 | 11,924 |
Net cash used in investing activities attributable to continuing operations | (8,667) | (398,896) |
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (200,000) | |
Dividends | (84,947) | (68,505) |
Principal payment on long-term debt | (80,000) | |
Issuance of common stock, net of withholding taxes | (40,197) | (4,823) |
Excess tax benefits from stock-based awards | 49,147 | 41,320 |
Purchase of noncontrolling interests | (29,899) | (30,328) |
Funds returned from escrow for Meetic tender offer | 12,354 | |
Acquisition-related contingent consideration payments | (5,712) | (7,659) |
Intercompany | 0 | 0 |
Other, net | 512 | (1,397) |
Net cash used in financing activities attributable to continuing operations | (391,096) | (59,038) |
Total cash used in continuing operations | (215,656) | (163,273) |
Total cash used in discontinued operations | (190) | (171) |
Effect of exchange rate changes on cash and cash equivalents | (8,111) | (5,288) |
Net decrease in cash and cash equivalents | (223,957) | (168,732) |
Cash and cash equivalents at beginning of period | 990,405 | 1,100,444 |
Cash and cash equivalents at end of period | 766,448 | 931,712 |
IAC | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities attributable to continuing operations | (145,714) | (50,458) |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | 0 | 0 |
Capital expenditures | (1,051) | (2,375) |
Proceeds from maturities and sales of marketable debt securities | 192,928 | 998 |
Purchases of marketable debt securities | (93,134) | (110,886) |
Purchases of long-term investments | 0 | (3,000) |
Other, net | 4,890 | 0 |
Net cash used in investing activities attributable to continuing operations | 103,633 | (115,263) |
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (200,000) | |
Dividends | (84,947) | (68,505) |
Principal payment on long-term debt | 0 | |
Issuance of common stock, net of withholding taxes | (40,197) | (4,823) |
Excess tax benefits from stock-based awards | 49,016 | 31,041 |
Purchase of noncontrolling interests | 0 | 0 |
Acquisition-related contingent consideration payments | 0 | 0 |
Intercompany | (87,832) | 106,215 |
Other, net | 166 | (382) |
Net cash used in financing activities attributable to continuing operations | (363,794) | 63,546 |
Total cash used in continuing operations | (405,875) | (102,175) |
Total cash used in discontinued operations | (192) | (136) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (406,067) | (102,311) |
Cash and cash equivalents at beginning of period | 766,076 | 782,022 |
Cash and cash equivalents at end of period | 360,009 | 679,711 |
Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities attributable to continuing operations | 310,471 | 350,889 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | (3,675) | (191,223) |
Capital expenditures | (30,647) | (25,866) |
Proceeds from maturities and sales of marketable debt securities | 0 | 0 |
Purchases of marketable debt securities | 0 | 0 |
Purchases of long-term investments | 0 | (7,043) |
Other, net | (1,097) | 10 |
Net cash used in investing activities attributable to continuing operations | (35,419) | (224,122) |
Cash flows from financing activities attributable to continuing operations: | ||
Principal payment on long-term debt | (80,000) | |
Purchase of noncontrolling interests | 0 | (30,000) |
Acquisition-related contingent consideration payments | (202) | (286) |
Intercompany | (195,884) | (90,996) |
Other, net | (1,343) | |
Net cash used in financing activities attributable to continuing operations | (276,086) | (122,625) |
Total cash used in continuing operations | (1,034) | 4,142 |
Total cash used in discontinued operations | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 13 | 131 |
Net decrease in cash and cash equivalents | (1,021) | 4,273 |
Cash and cash equivalents at beginning of period | 1,021 | 0 |
Cash and cash equivalents at end of period | 0 | 4,273 |
Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities attributable to continuing operations | 19,350 | (5,770) |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | (39,611) | (52,973) |
Capital expenditures | (12,860) | (10,792) |
Proceeds from maturities and sales of marketable debt securities | 0 | 0 |
Purchases of marketable debt securities | 0 | 0 |
Purchases of long-term investments | (25,073) | (7,660) |
Other, net | 663 | 11,914 |
Net cash used in investing activities attributable to continuing operations | (76,881) | (59,511) |
Cash flows from financing activities attributable to continuing operations: | ||
Principal payment on long-term debt | 0 | |
Excess tax benefits from stock-based awards | 131 | 10,279 |
Purchase of noncontrolling interests | (29,899) | (328) |
Funds returned from escrow for Meetic tender offer | 12,354 | |
Acquisition-related contingent consideration payments | (5,510) | (7,373) |
Intercompany | 283,716 | (15,219) |
Other, net | 346 | 328 |
Net cash used in financing activities attributable to continuing operations | 248,784 | 41 |
Total cash used in continuing operations | 191,253 | (65,240) |
Total cash used in discontinued operations | 2 | (35) |
Effect of exchange rate changes on cash and cash equivalents | (8,124) | (5,419) |
Net decrease in cash and cash equivalents | 183,131 | (70,694) |
Cash and cash equivalents at beginning of period | 223,308 | 318,422 |
Cash and cash equivalents at end of period | $ 406,439 | $ 247,728 |