Table of Contents As filed with the Securities and Exchange Commission on August 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________to__________ Commission File No. 001-39356 IAC/INTERACTIVECORP (Exact name of registrant as specified in its charter) Delaware 84-3727412 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 555 West 18th Street, New York, New York 10011 (Address of registrant's principal executive offices) (212) 314-7300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common stock, par value $0.0001 IAC The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 30, 2021, the following shares of the registrant's common stock were outstanding: Common Stock 83,445,032 Class B common stock 5,789,499 Total 89,234,531 TABLE OF CONTENTS Page Number PART I Item 1. Consolidated and Combined Financial Statements 3 Consolidated Balance Sheet 3 Consolidated and Combined Statement of Operations 4 Consolidated and Combined Statement of Comprehensive Operations 5 Consolidated Statement of Shareholders' Equity 6 Combined Statement of Parent's Equity and Consolidated Statement of Shareholders' Equity 7 Consolidated and Combined Statement of Cash Flows 8 Note 1—The Company and Summary of Significant Accounting Policies 9 Note 2—Income Taxes 14 Note 3—Discontinued Operations 16 Note 4—Business Combination 18 Note 5—Financial Instruments and Fair Value Measurements 18 Note 6—Long-term Debt 23 Note 7—Accumulated Other Comprehensive Income (Loss) 24 Note 8—Earnings (Loss) Per Share 25 Note 9—Segment Information 27 Note 10—Financial Statement Details 33 Note 11—Contingencies 35 Note 12—Related Party Transactions 36 Note 13—Subsequent Event 39 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 40 Item 3. Quantitative and Qualitative Disclosures about Market Risk 64 Item 4. Controls and Procedures 65 PART II Item 1. Legal Proceedings 66 Item 1A. Risk Factors 68 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 70 Item 6. Exhibits 71 Signatures 73 Table of Contents PART I FINANCIAL INFORMATION Item 1. Consolidated and Combined Financial Statements IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) June 30, 2021 December 31, 2020 (In thousands, except par value amounts) ASSETS Cash and cash equivalents $ 3,476,071 $ 3,366,176 Marketable securities 10,810 224,979 Accounts receivable, net 256,134 257,668 Other current assets 145,752 140,022 Current assets of discontinued operations — 130,477 Total current assets 3,888,767 4,119,322 Building, capitalized software, leasehold improvements and equipment, net 273,555 274,930 Goodwill 1,636,822 1,660,102 Intangible assets, net 363,480 394,986 Investment in MGM Resorts International 2,517,796 1,860,158 Long-term investments 305,589 297,643 Other non-current assets 302,567 288,021 Non-current assets of discontinued operations — 266,547 TOTAL ASSETS $ 9,288,576 $ 9,161,709 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Accounts payable, trade $ 116,230 $ 88,849 Deferred revenue 148,048 137,658 Accrued expenses and other current liabilities 378,398 340,406 Current liabilities of discontinued operations — 183,988 Total current liabilities 642,676 750,901 Long-term debt, net 494,195 712,277 Income taxes payable 295 6,444 Deferred income taxes 171,800 78,789 Other long-term liabilities 210,269 227,406 Non-current liabilities of discontinued operations — 2,972 Redeemable noncontrolling interests 24,193 231,992 Commitments and contingencies SHAREHOLDERS' EQUITY: Common Stock, $0.0001 par value; authorized 1,600,000 shares; 8,344 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively 8 — Class B common stock, $0.0001 par value; authorized 400,000 shares; 579 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020 , respectively 1 — Common Stock, $0.001 par value; authorized 1,600,000 shares; 0 and 82,976 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively — 83 Class B common stock, $0.001 par value; authorized 400,000 shares; 0 and 5,789 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively — 6 Additional paid-in-capital 6,341,667 5,909,614 Retained earnings 831,489 694,042 Accumulated other comprehensive income (loss) 5,686 (6,170) Total IAC shareholders' equity 7,178,851 6,597,575 Noncontrolling interests 566,297 553,353 Total shareholders' equity 7,745,148 7,150,928 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,288,576 $ 9,161,709 The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements. 3 Table of Contents IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except per share data) Revenue $ 829,547 $ 659,027 $ 1,616,117 $ 1,286,243 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 250,207 155,846 471,024 316,966 Selling and marketing expense 341,035 282,645 653,573 566,162 General and administrative expense 174,711 231,753 337,871 393,070 Product development expense 61,266 46,338 122,526 93,450 Depreciation 17,112 16,502 36,298 31,936 Amortization of intangibles 13,636 23,388 30,475 66,024 Goodwill impairment — — — 211,973 Total operating costs and expenses 857,967 756,472 1,651,767 1,679,581 Operating loss (28,420) (97,445) (35,650) (393,338) Interest expense (5,814) (1,555) (12,431) (3,772) Unrealized gain (loss) on investment in MGM Resorts International 275,098 (24,718) 657,638 (24,718) Other income (expense), net 50,286 3,311 53,849 (54,077) Earnings (loss) from continuing operations before income taxes 291,150 (120,407) 663,406 (475,905) Income tax (provision) benefit (87,825) 34,403 (141,136) 71,380 Net earnings (loss) from continuing operations 203,325 (86,004) 522,270 (404,525) Loss from discontinued operations, net of tax (11,787) (8,060) (1,831) (20,110) Net earnings (loss) 191,538 (94,064) 520,439 (424,635) Net loss (earnings) attributable to noncontrolling interests 3,219 (2,053) 3,446 319 Net earnings (loss) attributable to IAC shareholders $ 194,757 $ (96,117) $ 523,885 $ (424,316) Per share information from continuing operations: Basic earnings (loss) per share $ 2.31 $ (1.04) $ 5.91 $ (4.75) Diluted earnings (loss) per share $ 2.14 $ (1.04) $ 5.49 $ (4.75) Per share information attributable to IAC Common Stock and Class B common stock shareholders: Basic earnings (loss) per share $ 2.18 $ (1.13) $ 5.88 $ (4.98) Diluted earnings (loss) per share $ 2.02 $ (1.13) $ 5.47 $ (4.98) Stock-based compensation expense by function: Cost of revenue $ 22 $ 90 $ 34 $ 103 Selling and marketing expense 1,101 957 2,317 2,076 General and administrative expense 21,189 75,685 36,933 108,151 Product development expense 1,739 1,129 3,082 2,910 Total stock-based compensation expense $ 24,051 $ 77,861 $ 42,366 $ 113,240 The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements. 4 Table of Contents IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Net earnings (loss) $ 191,538 $ (94,064) $ 520,439 $ (424,635) Other comprehensive income (loss), net of income taxes: Change in foreign currency translation adjustment 1,803 4,166 12,820 (2,464) Change in unrealized gains and