SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-08-04 | Period of Report: 2021-07-29 SEC Accession No. 0001104659-21-100175 (HTML Version on secdatabase.com) FILER IAC/InterActiveCorp Mailing Address Business Address 555 WEST 18TH STREET 555 WEST 18TH STREET CIK:1800227| IRS No.: 843727412 | State of Incorp.:DE | Fiscal Year End: 1231 NEW YORK NY 10011 NEW YORK NY 10011 Type: 8-K | Act: 34 | File No.: 001-39356 | Film No.: 211145214 (212) 314-7300 SIC: 7370 Computer programming, data processing, etc. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 IAC/INTERACTIVECORP (Exact name of registrant as specified in charter) Delaware 001-39356 84-3727412 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 555 West 18th Street, New York, NY 10011 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 314-7300 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered The Nasdaq Stock Market LLC Common Stock, par value $0.0001 IAC (Nasdaq Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.02. Termination of a Material Definitive Agreement. On July 29, 2021, ANGI Group, LLC (“ANGI Group”), a wholly owned subsidiary of Angi Inc (“ANGI”), a majority-owned, publicly traded subsidiary of IAC/InterActiveCorp ("IAC" or the "Registrant"), gave notice to JPMorgan Chase Bank, N.A. (“JP Morgan”) that effective August 3, 2021 (the “Effective Date”), the Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among ANGI, as borrower, the lenders from time to time party thereto and JPMorgan, as administrative agent, as amended by Amendment No. 1 thereto, dated as of August 12, 2020, and subject to the Joinder and Reaffirmation Agreement, dated as of August 12, 2020, among ANGI, ANGI Group, certain subsidiaries of ANGI, and JPMorgan, as administrative agent and collateral agent, (collectively, the “Credit Agreement”), shall terminate in whole. The terms of the Credit Agreement are summarized in the Current Reports on Form 8-K filed by ANGI (SEC File No. 001-38220) with the U.S. Securities and Exchange Commission on November 9, 2018 and August 12, 2020, which are incorporated herein by reference. As of the Effective Date, there were no borrowings outstanding under the Credit Agreement, and following the payment of all required fees due and payable, the Credit Agreement was terminated. The decision to terminate the Credit Agreement was made by ANGI and ANGI Group in the ordinary course of business. Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. On August 4, 2021, the Registrant announced that it had released its results for the quarter ended June 30, 2021. The full text of the related press release, which is posted on the “Investor Relations” section of the Registrant’s website at http://ir.iac.com/quarterly- results and appears in Exhibit 99.1 hereto, is incorporated herein by reference. Exhibit 99.1 is being furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.” Item 9.01 Financial Statements and Exhibits. Exhibit Description No. 99.1 Press Release of IAC/InterActiveCorp, dated August 4, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IAC/InterActiveCorp By: /s/ Kendall Handler Name:Kendall Handler Title: Senior Vice President, General Counsel & Secretary Date: August 4, 2021 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 Page 1 of 16 IAC REPORTS Q2 2021 Q2 REVENUE INCREASES 26% TO $830 MILLION NEW YORK August 4, 2021IAC (NASDAQ: IAC) released its second quarter results today and separately posted a letter to shareholders from IAC CEO Joey Levin on the Investor Relations section of its website at ir.iac.com. IAC SUMMARY RESULTS ($ in millions except per share amounts) Q2 2021 Q2 2020 Growth Revenue $ 829.5 $ 659.0 26% Operating loss (28.4) (97.4) 71% Net earnings (loss) 194.8 (96.1) NM Diluted EPS 2.02 (1.13) NM Adjusted EBITDA 26.4 19.7 34% See reconciliations of GAAP to non-GAAP measures beginning on page 11. Q2 2021 HIGHLIGHTS · IAC completed the Spin-off of Vimeo on May 25, 2021 and, accordingly, the results of Vimeo are treated as discontinued operations. The year-over-over improvement in Net earnings and Diluted EPS for Q2 2021 was due primarily to a $210 million after-tax · unrealized gain related to our investment in MGM Resorts International. · Angi Inc. revenue increased 12% year-over-year to $421 million, the third consecutive quarter of double-digit growth. o Angi Services (pre-priced offerings) revenue was $73 million in Q2 2021, increasing 127% year-over-year. Marketplace Transacting Service Professionals increased 16% year-over-year to a record high of 225,000. Marketplace o Monetized Transactions increased 11% year-over-year to over 5 million. Dotdash revenue increased 64% year-over-year to $73 million, accelerating from 48% in Q1 2021. Operating income increased · 150% to $19 million and Adjusted EBITDA increased 70% to $21 million. · Search operating income and Adjusted EBITDA were $26 million. · Emerging & Other revenue increased 40% to $152 million, including $78 million from Care.com. Page 2 of 16 DISCUSSION OF FINANCIAL AND OPERATING RESULTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ($ in millions, rounding differences may occur) Q2 2021 Q2 2020 Growth Revenue Angi Inc. $ 421.0 $ 375.1 12% Dotdash 73.3 44.6 64% Search 183.6 131.3 40% Emerging & Other 151.7 108.1 40% Inter-segment eliminations (0.0) (0.0) 15% Total Revenue $ 829.5 $ 659.0 26% Operating (loss) income Angi Inc. $ (32.7) $ 17.6 NM Dotdash 19.2 7.7 150% Search 25.7 8.8 192% Emerging & Other (2.7) (9.0) 70% Corporate (37.8) (122.6) 69% Total Operating loss $ (28.4) $ (97.4) 71% Adjusted EBITDA Angi Inc. $ (4.4) $ 57.9 NM Dotdash 20.5 12.1 70% Search 25.7 9.4 172% Emerging & Other 6.9 (2.6) NM Corporate (22.3) (57.2) 61% Total Adjusted EBITDA $ 26.4 $ 19.7 34% Please refer to the IAC Q2 2021 shareholder letter for July 2021 monthly metrics. Angi Inc. Please refer to the Angi Inc. Q2 2021 earnings release for further detail. Dotdash Revenue increased 64% to $73.3 million due to 69% higher Display Advertising revenue and 58% higher Performance · Marketing revenue. · Operating income increased 150% to $19.2 million due primarily to Adjusted EBITDA increasing 70% to $20.5 million. Page 3 of 16 Search Revenue increased 40% to $183.6 million due to a 72% increase at Ask Media Group, partially offset by a 24% decrease at · Desktop. Operating income increased $16.9 million to $25.7 million due to Adjusted EBITDA increasing $16.2 million to $25.7 million · driven by the higher Ask Media Group revenue and lower Desktop marketing. Emerging & Other · Revenue increased to $151.7 million, a 40% increase year-over-year, due primarily to: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Care.com revenue increasing to $78.2 million from $48.0 million in Q2 2020 due partially to the addition of LifeCare o (acquired in October 2020) o 6% growth at Mosaic Group to $51.7 million (ending Q2 2021 with 3.7 million subscribers) o Growth from Bluecrew, The Daily Beast and Vivian Health · Operating loss decreased $6.3 million to $2.7 million reflecting: Adjusted EBITDA of $6.9 million as compared to a loss of $2.6 million in Q2 2020 due primarily to profits at Care.com o (Q2 2020 results included $6.8 million of transaction-related items) as well as higher profits at IAC Films and Mosaic Group o Partially offset by a $2.6 million increase in amortization of intangibles due to LifeCare Corporate Operating loss decreased $84.7 million to $37.8 million due to: $48.6 million lower stock-based compensation expense due primarily to $51.4 million in modification charges related to the · Match Group separation in the prior year.