|
NOTE 7—LONG-TERM INVESTMENTS
The balance of long-term investments is comprised of (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
2009 |
|
|
Equity method investments |
|
$ |
148,607 |
|
$ |
200,373 |
|
|
Cost method investments |
|
|
39,014 |
|
|
44,314 |
|
|
Auction rate securities |
|
|
13,100 |
|
|
12,635 |
|
|
Long-term marketable equity security |
|
|
— |
|
|
15,608 |
|
| |
|
|
|
|
|
| |
Total long-term investments |
|
$ |
200,721 |
|
$ |
272,930 |
|
| |
|
|
|
|
|
Equity method investments
At December 31, 2010, the carrying values of the Company's equity method investments, along with the principal market that the investee operates include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
Percent
Ownership
of Common
Stock |
|
|
|
2010 |
|
2009 |
|
|
Meetic (Europe) |
|
$ |
130,043 |
|
$ |
156,530 |
|
|
26.72 |
% |
|
The HealthCentral Network, Inc. (United States) |
|
|
11,261 |
|
|
33,278 |
|
|
35.21 |
% |
|
Other |
|
|
7,303 |
|
|
10,565 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Total equity method investments |
|
$ |
148,607 |
|
$ |
200,373 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
During the first quarter of 2010, the Company recorded an $18.3 million impairment charge to write-down its investment in The HealthCentral Network, Inc. ("HealthCentral") to fair value. The decline in value was determined to be other-than-temporary due to HealthCentral's continued losses and negative operating cash flows, which are due, in part, to macroeconomic and industry specific factors. The valuation of our investment in HealthCentral reflects the Company's assessment of these factors. The Company estimated the fair value of its investment in HealthCentral using a multiple of revenue approach in the context of a different valuation environment than that which prevailed when our initial investment was made. The Company records its share of the results of HealthCentral on a one-quarter lag and, along with the impairment charge, includes it within "Equity in (losses) income of unconsolidated affiliates" in the accompanying consolidated statement of operations. With respect to its investment in HealthCentral, the non-IAC stockholders have a fair value put right that is exercisable for a sixty-day period following the delivery of HealthCentral's audited financial statements for the year ended December 31, 2011. The Company has a fair value call right that is exercisable for a sixty-day period following the delivery of HealthCentral's audited financial statements for the year ended December 31, 2010. If the put or call is exercised IAC would have the obligation or right, respectively, to purchase all the shares held by the non-IAC stockholders; IAC can settle the purchase price in cash or IAC common shares at its option.
On June 5, 2009, Match completed the sale of its European operations to Meetic and as consideration, Match received a 27% stake in Meetic. The difference between the carrying value of the Company's investment in Meetic and its underlying equity in the net assets of Meetic relates to indefinite and definite-lived intangible assets and goodwill. The definite-lived intangible assets have useful lives of not more than three years and a weighted-average life of approximately one year. The Company records its share of the results of Meetic along with any related amortization of intangibles on a one-quarter lag within "Equity in (losses) income of unconsolidated affiliates" in the accompanying consolidated statement of operations. In June 2010, a cash dividend was approved by Meetic's shareholders. The Company recorded its proportionate share of the dividend from Meetic of $11.4 million (€9.1 million) as a reduction to the carrying value of its investment in Meetic. The fair value of the investment in Meetic, based on its quoted market price, was $130.0 million (€99.0 million) at December 31, 2010 and $166.7 million (€115.8 million) at December 31, 2009.
On December 8, 2008, the Company sold its 30% equity stake in Jupiter Shop, a Japanese TV shopping company, for $493.3 million. The transaction resulted in a pre-tax gain of $352.0 million, which is included in "Gain on sales of long-term investments" in the accompanying consolidated statement of operations. The pre-tax gain included $21.5 million of foreign currency translation gains that were recognized into earnings at the time of the sale. Additionally, in the fourth quarter of 2008, the Company recorded a $5.5 million impairment charge related to the write-down of an equity method investment to its fair value. The decline in value was determined to be other-than-temporary due to the equity method investee's operating losses, negative operating cash flows and the resulting need for changes to the investee's existing business model. The resulting valuation of the investee also reflected the assessment of market conditions and the investee's ability to successfully restructure. The impairment charge is included in "Equity in (losses) income of unconsolidated affiliates" in the accompanying consolidated statement of operations.
On June 11, 2008, pursuant to an agreement with Points International, Ltd. ("Points"), IAC converted its preferred shares of Points into 29.4 million common shares of Points, sold 27.8 million of such common shares to a syndicate of underwriters for $42.4 million and surrendered the remaining 1.6 million common shares to Points for cancellation. In addition, IAC's nominees to the board of directors of Points stepped down. The transaction resulted in a pre-tax gain of $29.1 million, which is included in "Gain on sales of long-term investments" in the accompanying consolidated statement of operations. Prior to this transaction, IAC accounted for its investment in Points under the equity method due to IAC's representation on the board of directors of Points. Following this transaction, IAC accounted for its remaining investment in Points as a marketable equity security. During the fourth quarter of 2009, IAC sold its remaining investment in Points resulting in a nominal gain.
The Company's equity in (losses) income of its unconsolidated affiliates for each of the years in the three year period ended December 31, 2010 is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
2009 |
|
2008 |
|
|
Equity in losses of unconsolidated affiliates other than Jupiter Shop |
|
$ |
(25,676 |
) |
$ |
(14,014 |
) |
$ |
(13,196 |
) |
|
Equity in income of Jupiter Shop |
|
|
— |
|
|
— |
|
|
29,836 |
|
| |
|
|
|
|
|
|
|
|
Total |
|
$ |
(25,676 |
) |
$ |
(14,014 |
) |
$ |
16,640 |
|
| |
|
|
|
|
|
|
|
Summarized financial information for Jupiter Shop is as follows (in thousands):
|
|
|
|
|
|
|
|
November 30, 2008 |
|
|
Balance sheet data: |
|
|
|
|
| |
Current assets |
|
$ |
593,911 |
|
| |
Non-current assets |
|
|
88,568 |
|
| |
Current liabilities |
|
|
(143,466 |
) |
| |
Non-current liabilities |
|
|
(4,565 |
) |
|
|
|
|
|
|
|
|
For the period
December 1, 2007
to November 30, 2008 |
|
|
Operating data: |
|
|
|
|
| |
Net sales |
|
$ |
1,021,215 |
|
| |
Gross profit |
|
|
501,849 |
|
| |
Net income |
|
|
99,452 |
|
Summarized aggregated financial information of the Company's equity method investments is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
2010 |
|
2009 |
|
|
Balance sheet data: |
|
|
|
|
|
|
|
| |
Current assets |
|
$ |
83,948 |
|
$ |
116,406 |
|
| |
Non-current assets |
|
|
388,518 |
|
|
412,588 |
|
| |
Current liabilities |
|
|
(89,505 |
) |
|
(103,210 |
) |
| |
Non-current liabilities |
|
|
(18,900 |
) |
|
(17,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended September 30, |
|
|
|
2010 |
|
2009 |
|
2008 |
|
|
Operating data: |
|
|
|
|
|
|
|
|
|
|
| |
Net sales |
|
$ |
275,584 |
|
$ |
114,128 |
|
$ |
13,201 |
|
| |
Gross profit |
|
|
67,716 |
|
|
36,900 |
|
|
6,230 |
|
| |
Net income (loss) |
|
|
14,083 |
|
|
(4,966 |
) |
|
(21,756 |
) |
Cost method investments
In the fourth quarter of 2010, the Company recorded a $7.8 million impairment charge related to the write-down of its cost method investment in Zip Express Installation ("Zip"). The impairment charge was determined to be other-than-temporary due to Zip's inability to achieve its 2010 cash flow forecast during its seasonally strongest fourth quarter and the Company's assessment that Zip would be unable to continue to operate without new outside financing. The impairment charge is included in "Other (expense) income, net" in the accompanying consolidated statement of operations.
In the fourth quarter of 2008, the Company recorded a $7.1 million impairment charge related to the write-down of certain cost method investments to fair value. The decline in value was determined to be other other-than-temporary due to management's reassessment of the fair value of these investments due, in part, to operating results and valuations implied by capital transactions. The impairment charge is included in "Other (expense) income, net" in the accompanying consolidated statement of operations.
Auction rate securities
See Note 8 for information regarding auction rate securities.
Long-term marketable equity security
The marketable equity security that was considered long-term at December 31, 2009 is now considered short-term and included in "Marketable securities" in the accompanying consolidated balance sheet at December 31, 2010. The amortized cost basis of this long-term marketable equity security was $12.9 million at December 31, 2009, with a gross unrealized gain of $2.7 million included in "Accumulated other comprehensive income" in the accompanying consolidated balance sheet. During 2008, the Company recorded a $4.8 million other-than-temporary impairment charge related to the write-down of this marketable equity security due to the significant decline in and the duration of the decline in its stock price. This impairment charge is included in "Other (expense) income, net" in the accompanying consolidated statement of operations. See Note 6 for additional information relating to this marketable equity security. |