IAC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands, except par value amounts) |
ASSETS | | | |
Cash and cash equivalents | $ | 1,398,836 | | | $ | 1,417,390 | |
| | | |
Marketable securities | 202,138 | | | 239,373 | |
Accounts receivable, net | 537,945 | | | 607,809 | |
| | | |
Other current assets | 240,804 | | | 296,563 | |
Total current assets | 2,379,723 | | | 2,561,135 | |
| | | |
Capitalized software, equipment, buildings, leasehold improvements and land, net | 461,871 | | | 510,614 | |
Goodwill | 3,030,953 | | | 3,030,168 | |
Intangible assets, net of accumulated amortization | 1,115,589 | | | 1,170,041 | |
Investment in MGM Resorts International | 2,875,022 | | | 2,170,182 | |
Long-term investments | 327,683 | | | 325,721 | |
Other non-current assets | 563,180 | | | 625,774 | |
TOTAL ASSETS | $ | 10,754,021 | | | $ | 10,393,635 | |
| | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | |
LIABILITIES: | | | |
Current portion of long-term debt | $ | 30,000 | | | $ | 30,000 | |
Accounts payable, trade | 114,863 | | | 133,105 | |
Deferred revenue | 172,847 | | | 157,124 | |
Accrued expenses and other current liabilities | 680,837 | | | 759,759 | |
Total current liabilities | 998,547 | | | 1,079,988 | |
| | | |
Long-term debt, net | 2,013,107 | | | 2,019,759 | |
Deferred income taxes | 202,566 | | | 76,276 | |
Other long-term liabilities | 592,132 | | | 617,843 | |
| | | |
Redeemable noncontrolling interests | 27,189 | | | 27,235 | |
| | | |
Commitments and contingencies | | | |
| | | |
SHAREHOLDERS' EQUITY: | | | |
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,257 and 84,184 shares issued and 81,380 and 83,083 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 8 | | | 8 | |
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 1 | | | 1 | |
Additional paid-in-capital | 6,306,229 | | | 6,295,080 | |
Retained earnings (accumulated deficit) | 152,756 | | | (265,019) | |
Accumulated other comprehensive loss | (14,641) | | | (13,133) | |
Treasury stock, 2,877 and 1,101 shares at March 31, 2023 and December 31, 2022, respectively | (177,052) | | | (85,323) | |
Total IAC shareholders' equity | 6,267,301 | | | 5,931,614 | |
Noncontrolling interests | 653,179 | | | 640,920 | |
Total shareholders' equity | 6,920,480 | | | 6,572,534 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 10,754,021 | | | $ | 10,393,635 | |
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | |
| (In thousands, except per share data) |
Revenue | $ | 1,084,271 | | | $ | 1,325,345 | | | | | |
Operating costs and expenses: | | | | | | | |
Cost of revenue (exclusive of depreciation shown separately below) | 342,084 | | | 533,604 | | | | | |
Selling and marketing expense | 404,141 | | | 488,463 | | | | | |
General and administrative expense | 269,526 | | | 240,471 | | | | | |
Product development expense | 88,338 | | | 84,195 | | | | | |
Depreciation | 61,172 | | | 30,236 | | | | | |
Amortization of intangibles | 54,606 | | | 57,190 | | | | | |
| | | | | | | |
Total operating costs and expenses | 1,219,867 | | | 1,434,159 | | | | | |
Operating loss | (135,596) | | | (108,814) | | | | | |
Interest expense | (38,172) | | | (21,912) | | | | | |
Unrealized gain (loss) on investment in MGM Resorts International | 704,840 | | | (187,330) | | | | | |
Other income, net | 23,749 | | | 6,699 | | | | | |
Earnings (loss) before income taxes | 554,821 | | | (311,357) | | | | | |
Income tax (provision) benefit | (139,502) | | | 70,464 | | | | | |
Net earnings (loss) | 415,319 | | | (240,893) | | | | | |
Net loss attributable to noncontrolling interests | 2,456 | | | 5,095 | | | | | |
Net earnings (loss) attributable to IAC shareholders | $ | 417,775 | | | $ | (235,798) | | | | | |
| | | | | | | |
Per share information attributable to IAC common stock and Class B common stock shareholders: | | | | | | | |
Basic earnings (loss) per share | $ | 4.72 | | | $ | (2.72) | | | | | |
Diluted earnings (loss) per share | $ | 4.57 | | | $ | (2.72) | | | | | |
| | | | | | | |
| | | | | | | |
Stock-based compensation expense by function: | | | | | | | |
Cost of revenue | $ | 19 | | | $ | 5 | | | | | |
Selling and marketing expense | 1,743 | | | 1,508 | | | | | |
General and administrative expense | 22,844 | | | 25,371 | | | | | |
Product development expense | 4,335 | | | 2,803 | | | | | |
| | | | | | | |
Total stock-based compensation expense | $ | 28,941 | | | $ | 29,687 | | | | | |
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | |
| (In thousands) |
Net earnings (loss) | $ | 415,319 | | | $ | (240,893) | | | | | |
Other comprehensive income (loss), net of income taxes: | | | | | | | |
Change in foreign currency translation adjustment | 919 | | | (3,701) | | | | | |
Change in unrealized gains and losses on available-for-sale marketable debt securities | (26) | | | — | | | | | |
Change in unrealized losses on interest rate swaps | (2,287) | | | — | | | | | |
Total other comprehensive loss, net of income taxes | (1,394) | | | (3,701) | | | | | |
Comprehensive income (loss), net of income taxes | 413,925 | | | (244,594) | | | | | |
Components of comprehensive loss (income) attributable to noncontrolling interests: | | | | | | | |
Net loss attributable to noncontrolling interests | 2,456 | | | 5,095 | | | | | |
Change in foreign currency translation adjustment attributable to noncontrolling interests | (116) | | | 67 | | | | | |
| | | | | | | |
| | | | | | | |
Comprehensive loss attributable to noncontrolling interests | 2,340 | | | 5,162 | | | | | |
Comprehensive income (loss) attributable to IAC shareholders | $ | 416,265 | | | $ | (239,432) | | | | | |
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended March 31, 2023 and 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Redeemable Noncontrolling Interests | | | Common Stock, $0.0001 par value | | Class B common stock, $0.0001 par value | | Additional Paid-in-Capital | | (Accumulated Deficit) Retained Earnings | | Accumulated Other Comprehensive (Loss) Income | | Treasury Stock | | Total IAC Shareholders' Equity | | Noncontrolling Interests | | Total Shareholders' Equity |
| | | $ | | Shares | | $ | | Shares | | | | | | |
| | | | (In thousands) |
Balance at December 31, 2022 | $ | 27,235 | | | | $ | 8 | | | 84,184 | | | $ | 1 | | | 5,789 | | | $ | 6,295,080 | | | $ | (265,019) | | | $ | (13,133) | | | $ | (85,323) | | | $ | 5,931,614 | | | $ | 640,920 | | | $ | 6,572,534 | |
Net (loss) earnings | (254) | | | | — | | | — | | | — | | | — | | | — | | | 417,775 | | | — | | | — | | | 417,775 | | | (2,202) | | | 415,573 | |
Other comprehensive (loss) income, net of income taxes | — | | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,510) | | | — | | | (1,510) | | | 116 | | | (1,394) | |
Stock-based compensation expense | — | | | | — | | | — | | | — | | | — | | | 16,063 | | | — | | | — | | | — | | | 16,063 | | | 13,870 | | | 29,933 | |
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | | | | — | | | 73 | | | — | | | — | | | (1,850) | | | — | | | — | | | — | | | (1,850) | | | — | | | (1,850) | |
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | | | | — | | | — | | | — | | | — | | | (4,699) | | | — | | | 2 | | | — | | | (4,697) | | | 2,287 | | | (2,410) | |
Purchase of IAC treasury stock | — | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (91,729) | | | (91,729) | | | — | | | (91,729) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjustment of noncontrolling interests to fair value | 208 | | | | — | | | — | | | — | | | — | | | (208) | | | — | | | — | | | — | | | (208) | | | — | | | (208) | |
Adjustment to the liquidation value of Vivian Health preferred shares | — | | | | — | | | — | | | — | | | — | | | 1,812 | | | — | | | — | | | — | | | 1,812 | | | (1,812) | | | — | |
Other | — | | | | — | | | — | | | — | | | — | | | 31 | | | — | | | — | | | — | | | 31 | | | — | | | 31 | |
Balance at March 31, 2023 | $ | 27,189 | | | | $ | 8 | | | 84,257 | | | $ | 1 | | | 5,789 | | | $ | 6,306,229 | | | $ | 152,756 | | | $ | (14,641) | | | $ | (177,052) | | | $ | 6,267,301 | | | $ | 653,179 | | | $ | 6,920,480 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2021 | $ | 18,741 | | | | $ | 8 | | | 83,922 | | | $ | 1 | | | 5,789 | | | $ | 6,265,669 | | | $ | 905,151 | | | $ | 4,397 | | | $ | — | | | $ | 7,175,226 | | | $ | 573,734 | | | $ | 7,748,960 | |
Net loss | (34) | | | | — | | | — | | | — | | | — | | | — | | | (235,798) | | | — | | | — | | | (235,798) | | | (5,061) | | | (240,859) | |
Other comprehensive loss | — | | | | — | | | — | | | — | | | — | | | — | | | — | | | (3,634) | | | — | | | (3,634) | | | (67) | | | (3,701) | |
Stock-based compensation expense | — | | | | — | | | — | | | — | | | — | | | 16,702 | | | — | | | — | | | — | | | 16,702 | | | 13,556 | | | 30,258 | |
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | | | | — | | | 153 | | | — | | | — | | | (14,012) | | | — | | | — | | | — | | | (14,012) | | | — | | | (14,012) | |
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | | | | — | | | — | | | — | | | — | | | (1,775) | | | — | | | 2 | | | — | | | (1,773) | | | (700) | | | (2,473) | |
Purchase of Angi Inc. treasury stock | — | | | | — | | | — | | | — | | | — | | | (8,144) | | | — | | | — | | | — | | | (8,144) | | | — | | | (8,144) | |
Adjustment of noncontrolling interests to fair value | 9,136 | | | | — | | | — | | | — | | | — | | | (9,136) | | | — | | | — | | | — | | | (9,136) | | | — | | | (9,136) | |
Other | (26) | | | | — | | | — | | | — | | | — | | | 24 | | | — | | | — | | | — | | | 24 | | | — | | | 24 | |
Balance at March 31, 2022 | $ | 27,817 | | | | $ | 8 | | | 84,075 | | | $ | 1 | | | 5,789 | | | $ | 6,249,328 | | | $ | 669,353 | | | $ | 765 | | | $ | — | | | $ | 6,919,455 | | | $ | 581,462 | | | $ | 7,500,917 | |
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| (In thousands) |
Cash flows from operating activities: | | | |
Net earnings (loss) | $ | 415,319 | | | $ | (240,893) | |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | | | |
Stock-based compensation expense | 28,941 | | | 29,687 | |
Amortization of intangibles | 54,606 | | | 57,190 | |
Depreciation | 61,172 | | | 30,236 | |
Provision for credit losses | 24,826 | | | 23,287 | |
| | | |
Deferred income taxes | 127,154 | | | (76,933) | |
Unrealized (gain) loss on investment in MGM Resorts International | (704,840) | | | 187,330 | |
Losses (gains) on investments in equity securities and sales of businesses, net | 2,451 | | | (35,891) | |
Unrealized increase in the estimated fair value of a warrant | (5,940) | | | (7,985) | |
Non-cash lease expense (including right-of-use asset impairments) | 58,656 | | | 13,727 | |
Pension and postretirement benefit expense | 728 | | | 36,343 | |
Other adjustments, net | (4,804) | | | (1,379) | |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | | | |
Accounts receivable | 43,023 | | | 75,562 | |
Other assets | 26,978 | | | 5,341 | |
Operating lease liabilities | (19,723) | | | (17,224) | |
Accounts payable and other liabilities | (107,356) | | | (82,606) | |
Income taxes payable and receivable | 8,610 | | | 5,786 | |
Deferred revenue | 15,366 | | | 11,324 | |
Net cash provided by operating activities | 25,167 | | | 12,902 | |
Cash flows from investing activities: | | | |
| | | |
Capital expenditures | (21,863) | | | (30,493) | |
| | | |
Proceeds from maturities of marketable debt securities | 137,500 | | | — | |
Purchases of marketable debt securities | (98,520) | | | — | |
| | | |
Net proceeds from the sales of businesses and investments | 1,179 | | | 1,317 | |
Purchases of investment in MGM Resorts International | — | | | (202,500) | |
| | | |
| | | |
Proceeds from sales of assets | 29,388 | | | 87 | |
Other, net | 4,290 | | | — | |
Net cash provided by (used in) investing activities | 51,974 | | | (231,589) | |
Cash flows from financing activities: | | | |
| | | |
Principal payments on Dotdash Meredith Term Loans | (7,500) | | | (7,500) | |
| | | |
| | | |
Debt issuance costs | — | | | (785) | |
Purchases of IAC treasury stock | (84,720) | | | — | |
Purchases of Angi Inc. treasury stock | — | | | (8,144) | |
| | | |
| | | |
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards | (2,236) | | | (14,890) | |
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards | (1,379) | | | (1,322) | |
| | | |
| | | |
Other, net | (140) | | | 5,159 | |
Net cash used in financing activities | (95,975) | | | (27,482) | |
Total cash used | (18,834) | | | (246,169) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 322 | | | (1,029) | |
Net decrease in cash and cash equivalents and restricted cash | (18,512) | | | (247,198) | |
Cash and cash equivalents and restricted cash at beginning of period | 1,426,069 | | | 2,121,864 | |
Cash and cash equivalents and restricted cash at end of period | $ | 1,407,557 | | | $ | 1,874,666 | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
IAC today consists of category leading businesses, including Dotdash Meredith, Angi Inc. and Care.com, as well as others ranging from early stage to established businesses.
As used herein, “IAC,” the “Company,” “we,” “our,” “us” and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
Basis of Presentation
The Company prepares its consolidated financial statements (collectively referred to herein as "financial statements") in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). The 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. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated.
The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The unaudited interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of assets and liabilities. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, including those related to: the fair values of cash equivalents and marketable debt and equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the recoverability of right-of-use assets ("ROU assets"); the useful lives and recoverability of capitalized software, equipment, buildings and leasehold improvements and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; the fair value of interest rate swaps; contingencies; the fair value of acquisition-related contingent consideration arrangements; unrecognized tax benefits; the valuation allowance for deferred income tax assets; pension and postretirement benefit expenses, including actuarial assumptions regarding discount rates, expected returns on plan assets, inflation and healthcare costs; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Interest Rate Swaps
In March 2023, Dotdash Meredith entered into interest rate swaps for a total notional amount of $350 million to synthetically convert a portion of the Dotdash Meredith Term Loan B from floating rate to fixed rate to manage interest rate risk exposure. Dotdash Meredith designated the interest rate swaps as cash flow hedges and applies hedge accounting to these contracts in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 815, Derivatives and Hedging. As cash flow hedges, the interest rate swaps are recognized at fair value on the balance sheet as either assets or liabilities, with the changes in fair value recorded in "Accumulated other comprehensive loss" in the balance sheet and reclassified into “Interest expense” in the statement of operations in the periods in which the interest rate swaps affect earnings. Dotdash Meredith assessed hedge effectiveness at the time of entering into these agreements and determined these interest rate swaps are expected to be highly effective. Dotdash Meredith evaluates the hedge effectiveness of the interest rate swaps quarterly, or more frequently, if necessary, by verifying (i) that the critical terms of the interest rate swaps continue to match the critical terms of the hedged interest payments and (ii) that it is probable the counterparties will not default. If the two requirements are met, the interest rate swaps are determined to be effective and all changes in the fair value of the interest rate swaps are recorded in "Accumulated other comprehensive loss." The cash flows related to interest settlements of the hedged monthly interest payments are classified as operating activities in the statement of cash flows, consistent with the interest expense on the related Dotdash Meredith Term Loan B. See "Note 4—Long-term Debt" for additional information. General Revenue Recognition
The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the Company's customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis. Effective January 1, 2023, Angi Inc. modified the Services terms and conditions so that the service professional, rather than Angi Inc., has the contractual relationship with the consumer to deliver the service and Angi Inc.'s performance obligation to the consumer is to connect them with the service professional. This change in contractual terms requires revenue be reported as the net amount of what is received from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements entered into after December 31, 2022. This change in accounting treatment resulted in a decrease in revenue of $25.7 million for the three months ended March 31, 2023. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition.
Deferred Revenue
Deferred revenue consists of payments that are received or are contractually due in advance of the Company's performance obligation. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the remaining term or expected completion of its performance obligation is one year or less. The current and non-current deferred revenue balances were $172.8 million and $0.2 million, respectively, at March 31, 2023, and $157.1 million and $0.2 million, respectively, at December 31, 2022. During the three months ended March 31, 2023, the Company recognized $95.6 million of revenue that was included in the deferred revenue balance at December 31, 2022. During the three months ended March 31, 2022, the Company recognized $90.0 million of revenue that was included in the deferred revenue balance at December 31, 2021. The current and non-current deferred revenue balances were $165.5 million and $0.4 million, respectively, at December 31, 2021. Non-current deferred revenue is included in "Other long-term liabilities" in the balance sheet.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Practical Expedients and Exemptions
For contracts that have an original duration of one year or less, the Company uses the practical expedient available under FASB Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, applicable to such contracts and does not consider the time value of money.
In addition, as permitted under the practical expedient available under ASU No. 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is tied to sales-based or usage-based royalties, allocated entirely to unsatisfied performance obligations, or to a wholly unsatisfied promise accounted for under the series guidance and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
Costs to Obtain a Contract with a Customer
The Company uses a portfolio approach to assess the accounting treatment of the incremental costs to obtain a contract with a customer. The Company recognizes an asset if we expect to recover those costs. To the extent that these costs are capitalized, the resultant asset is amortized on a systematic basis consistent with the pattern of the transfer of the services to which the asset relates. The Company has determined that certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs and mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract.
Commissions Paid to Employees Pursuant to Sales Incentive Programs
The Company has determined that commissions paid to employees pursuant to certain sales incentive programs meet the requirements to be capitalized as the incremental costs to obtain a contract with a customer. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. Capitalized commissions paid to employees pursuant to these sales incentive programs are amortized over the estimated customer relationship period and are included in "Selling and marketing expense" in the statement of operations. The Company calculates the anticipated customer relationship period as the average customer life, which is based on historical data.
For sales incentive programs where the anticipated customer relationship period is one year or less, the Company has elected the practical expedient to expense the commissions as incurred. Effective October 1, 2022, the Ads business, within Angi Inc., began expensing commissions, rather than capitalizing them, based upon a review of the duration of the related customer relationship period which have been determined to be less than a year.
App Store Fees
The Company pays fees to the Apple App Store and the Google Play Store for the distribution of our paid mobile apps. The Company capitalizes and amortizes mobile app store fees related to subscriptions over the term of the applicable subscription. The amortization of mobile app store fees is included in "Cost of revenue" in the statement of operations.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents the capitalized costs to obtain a contract with a customer at March 31, 2023 and December 31, 2022, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Sales Commissions | | App Store Fees | | Total | | Sales Commissions | | | | App Store Fees | | Total |
| (In thousands) |
Current | $ | 36,157 | | | $ | 7,749 | | | $ | 43,906 | | | $ | 39,590 | | | | | $ | 8,266 | | | $ | 47,856 | |
Non-current | 6,086 | | | — | | | 6,086 | | | 5,667 | | | | | — | | | 5,667 | |
Total | $ | 42,243 | | | $ | 7,749 | | | $ | 49,992 | | | $ | 45,257 | | | | | $ | 8,266 | | | $ | 53,523 | |
The current and non-current capitalized costs to obtain a contract with a customer are included in "Other current assets" and "Other non-current assets," respectively, in the balance sheet.
Commissions Paid to Third-Party Agent Sales of Magazine Subscriptions
Dotdash Meredith uses third-party agents to obtain certain subscribers. The agents are paid a commission, which can be as much as the subscription price charged to the subscriber. Dotdash Meredith subscriptions do not have substantive termination penalties; therefore, the contract term is determined on an issue-by-issue basis. Accordingly, these commissions do not qualify for capitalization because there is no contract with a customer until a copy is served to a customer; therefore, these costs are expensed when the publication is sent to the customer. Dotdash Meredith recognizes a liability to the extent the commission is refundable to the third-party agent. Dotdash Meredith expenses additional amounts paid to agents (such as per subscriber bounties) to acquire subscribers as incurred. Expenses related to third-party agent sales of magazine subscriptions are included in "Selling and marketing expense" in the statement of operations.
Certain Risks and Concentrations—Services Agreement with Google (the "Services Agreement")
The Company and Google are parties to an amended Services Agreement, which automatically renewed effective March 31, 2023 and expires on March 31, 2025. The Company earns certain other advertising revenue from Google that is not attributable to the Services Agreement. A meaningful portion of the Company’s net cash from operating activities that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.
For the three months ended March 31, 2023 and 2022, total revenue earned from Google was $172.9 million and $193.4 million, respectively, representing 16% and 15%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three months ended March 31, 2023 and 2022 was $138.8 million and $147.1 million, respectively, representing 13% and 11%, respectively, of the Company's total revenue. The related accounts receivable totaled $70.9 million and $74.1 million at March 31, 2023 and December 31, 2022, respectively.
The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, which comprise the Search segment. For the three months ended March 31, 2023 and 2022, revenue earned from the Services Agreement was $120.3 million and $120.5 million, respectively, within Ask Media Group and $18.5 million and $26.6 million, respectively, within the Desktop business.
The Services Agreement requires that the Company comply with certain guidelines promulgated by Google. Google may generally unilaterally update its policies and guidelines without advance notice. These updates may be specific to the Services Agreement or could be more general and thereby impact the Company as well as other companies. These policy and guideline updates have in the past and could in the future require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have been and could be costly to address or negatively impact revenue and have had and in the future could have an adverse effect on our financial condition and results of operations. As described below, Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have negatively impacted the Desktop business-to-consumer ("B2C") business. Google may make changes in the future that could impact the revenue earned from Google, including under the Services Agreement.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As a result of certain industry-wide policy changes combined with increased enforcement of policies under the Services Agreement in prior periods, the Company discontinued the introduction of new products in 2021. Therefore, the current B2C revenue stream relates solely to the then existing installed base of products. As a result, the revenue and profits of the B2C business have declined significantly and the Company expects that trend to continue.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that are expected to have a material effect on the results of operations, financial condition or cash flows of the Company.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
In the fourth quarter of 2022, the Angi Inc. segment presentation was changed to reflect its four operating segments, which include: (i) Ads and Leads, (ii) Services, (iii) Roofing and (iv) International (consisting of businesses in Europe and Canada). Angi Inc.'s financial information for the first quarter of 2022 has been recast to conform to the current period presentation.
NOTE 2—DOTDASH MEREDITH RESTRUCTURING CHARGES AND TRANSACTION-RELATED EXPENSES
Restructuring Charges
During 2022, Dotdash Meredith management committed to several actions to improve efficiencies and better align its cost structure following the acquisition of Meredith on December 1, 2021. These actions included: (i) the discontinuation of certain print publications and the shutdown of PeopleTV, for which the related expense was primarily reflected in the first quarter of 2022, (ii) a voluntary retirement program announced in the first quarter of 2022, for which the related expense was primarily reflected in the first half of 2022, (iii) the consolidation of certain leased office space, for which the related expense was reflected in the third quarter of 2022 and (iv) a reduction in force plan, for which the related expenses were accrued primarily in the fourth quarter of 2022. These actions resulted in $80.2 million of restructuring charges incurred for the year ended December 31, 2022.
A summary of the costs incurred, payments and related accruals is presented below. The Company anticipates the estimated remaining costs associated with the 2022 restructuring events will be paid by December 31, 2023 from existing cash on hand.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2023 | | | | | | |
| Accrued December 31, 2022 | | Charges Incurred | | Reversal of Initial Cost | | Payments | | | | Accrued March 31, 2023 | | Cumulative Charges Incurred | | Estimated Remaining Costs |
| (In thousands) |
Digital | $ | 10,950 | | | $ | 859 | | | $ | (812) | | | $ | (4,793) | | | | | $ | 6,204 | | | $ | 39,272 | | | $ | — | |
Print | 12,055 | | | 1,109 | | | (1,201) | | | (4,314) | | | | | 7,649 | | | 33,340 | | | 87 | |
Other (a) | 4,389 | | | 186 | | | (182) | | | (1,504) | | | | | 2,889 | | | 7,585 | | | 91 | |
Total | $ | 27,394 | | | $ | 2,154 | | | $ | (2,195) | | | $ | (10,611) | | | | | $ | 16,742 | | | $ | 80,197 | | | $ | 178 | |
_____________________(a) Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2022 | | |
| | | Charges Incurred | | | | Payments | | Non-cash (b) | | Accrued March 31, 2022 |
| | | (In thousands) |
Digital | | | $ | 5,090 | | | | | $ | (394) | | | $ | — | | | $ | 4,696 | |
Print | | | 15,625 | | | | | (2,127) | | | (377) | | | 13,121 | |
Other (a) | | | 1,722 | | | | | (106) | | | — | | | 1,616 | |
Total | | | $ | 22,437 | | | | | $ | (2,627) | | | $ | (377) | | | $ | 19,433 | |
_____________________(b) Includes $0.4 million related to the write-off of inventory.
The costs are allocated as follows in the statement of operations:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| (In thousands) |
Cost of revenue | $ | 557 | | | $ | 12,182 | |
Selling and marketing expense | (862) | | | 5,599 | |
General and administrative expense | 243 | | | 4,313 | |
Product development expense | 21 | | | 343 | |
| | | |
Total | $ | (41) | | | $ | 22,437 | |
Transaction-Related Expenses
For the three months ended March 31, 2023 and 2022, Dotdash Meredith incurred less than $0.1 million and $4.0 million, respectively, of transaction-related expenses related to the acquisition of Meredith.
NOTE 3—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Marketable Securities
At March 31, 2023 and December 31, 2022, the fair value of marketable securities are as follows:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Marketable equity securities | $ | 3,167 | | | $ | 4,317 | |
Available-for-sale marketable debt securities | 198,971 | | | 235,056 | |
Total marketable securities | $ | 202,138 | | | $ | 239,373 | |
At March 31, 2023, the Company has two investments in marketable equity securities, other than the investment in MGM Resorts International ("MGM"). These marketable equity securities are carried at fair value following the investees' initial public offerings ("IPO"). Prior to the IPOs, these investments were accounted for as equity securities without readily determinable fair values. The Company recorded net unrealized pre-tax losses and gains for these investments of $1.2 million and $34.4 million during the three months ended March 31, 2023 and March 31, 2022, respectively. The unrealized pre-tax losses and gains related to these investments are included in "Other income, net" in the statement of operations.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At March 31, 2023 and December 31, 2022, current available-for-sale marketable debt securities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Amortized cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Amortized cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| (In thousands) |
Treasury discount notes | $ | 198,935 | | | $ | 39 | | | $ | (3) | | | $ | 198,971 | | | $ | 234,987 | | | $ | 75 | | | $ | (6) | | | $ | 235,056 | |
Total available-for-sale marketable debt securities | $ | 198,935 | | | $ | 39 | | | $ | (3) | | | $ | 198,971 | | | $ | 234,987 | | | $ | 75 | | | $ | (6) | | | $ | 235,056 | |
The contractual maturities of debt securities classified as current available-for-sale at March 31, 2023 and December 31, 2022 were within one year. There were no investments in available-for-sale marketable debt securities that had been in a continuous unrealized loss position for longer than twelve months at March 31, 2023 and December 31, 2022.
Investment in MGM Resorts International
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Investment in MGM Resorts International | $ | 2,875,022 | | | $ | 2,170,182 | |
At March 31, 2023, the Company owns 64.7 million shares of MGM, including 4.5 million shares purchased in the first quarter of 2022 for $202.5 million, representing a 17.6% ownership. The fair value of the investment in MGM is remeasured each reporting period based upon MGM's closing stock price on the New York Stock Exchange on the last trading day in the reporting period and any unrealized gains or losses are included in the statement of operations. For the three months ended March 31, 2023 and 2022, the Company recorded an unrealized pre-tax gain and loss of $704.8 million and $187.3 million, respectively, on its investment in MGM. The cumulative unrealized net pre-tax gain through March 31, 2023 is $1.6 billion. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million. At May 5, 2023, the carrying value of the Company's investment in MGM was $2.8 billion.
Long-term Investments
Long-term investments consist of:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Equity securities without readily determinable fair values | $ | 322,707 | | | $ | 323,530 | |
Equity method investment | 4,976 | | | 2,191 | |
Total long-term investments | $ | 327,683 | | | $ | 325,721 | |
Equity Securities without Readily Determinable Fair Values
The following table presents a summary of unrealized pre-tax gains and losses recorded in "Other income, net" in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at March 31, 2023. There were no unrealized pre-tax gains or losses recorded for the three months ended March 31, 2022.
| | | | | | | | | | | |
| | | | | Three Months Ended March 31, 2023 |
| | | | | | | (In thousands) |
Upward adjustments (gross unrealized pre-tax gains) | | | | | | | $ | — | |
Downward adjustments including impairments (gross unrealized pre-tax losses) | | | | | | | (822) | |
Total | | | | | | | $ | (822) | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at March 31, 2023 were $36.9 million and $136.8 million, respectively.
Realized and unrealized pre-tax gains and losses for the Company's investments without readily determinable fair values for the three months ended March 31, 2023 and 2022 are as follows:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Realized pre-tax gains, net, for equity securities sold | | | | | $ | 7 | | | $ | 468 | |
Unrealized pre-tax losses, net, on equity securities held | | | | | (822) | | | — | |
Total pre-tax (losses) gains, net recognized | | | | | $ | (815) | | | $ | 468 | |
All pre-tax gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income, net" in the statement of operations.
Equity Method Investment
The Company owns common shares of Turo Inc. ("Turo"), a peer-to-peer car sharing marketplace. This investment is accounted for under the equity method of accounting given the Company's ownership interest at March 31, 2023 of approximately 26.5% on a fully diluted basis in the form of preferred shares, which are not common stock equivalents. The Company accounts for the equity earnings (losses) for this investment on a one quarter lag. These equity earnings (losses) were immaterial.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 |
| Quoted Market Prices for Identical Assets in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value Measurements |
| (In thousands) |
Assets: | | | | | | | |
Cash equivalents: | | | | | | | |
Money market funds | $ | 1,007,765 | | | $ | — | | | $ | — | | | $ | 1,007,765 | |
Treasury discount notes | — | | | 87,250 | | | — | | | 87,250 | |
Time deposits | — | | | 15,113 | | | — | | | 15,113 | |
Marketable securities: | | | | | | | |
Marketable equity securities | 3,167 | | | — | | | — | | | 3,167 | |
Treasury discount notes | — | | | 198,971 | | | — | | | 198,971 | |
Investment in MGM | 2,875,022 | | | — | | | — | | | 2,875,022 | |
Other non-current assets: | | | | | | | |
Warrant | — | | | — | | | 52,739 | | | 52,739 | |
Total | $ | 3,885,954 | | | $ | 301,334 | | | $ | 52,739 | | | $ | 4,240,027 | |
| | | | | | | |
Liabilities: | | | | | | | |
Interest rate swaps(a) | $ | — | | | $ | (2,996) | | | $ | — | | | $ | (2,996) | |
_____________________
(a) Interest rate swaps relate to the $350 million notional amount of Dotdash Meredith's Term Loan B and are included in "Other long-term liabilities" in the balance sheet. See "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 4—Long-term Debt" for additional information. The fair value of interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which are Level 2 inputs. | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Quoted Market Prices for Identical Assets in Active Markets (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 | $ | 862,829 | | | $ | — | | | $ | — | | | $ | 862,829 | |
Treasury discount notes | — | | | 137,219 | | | — | | | 137,219 | |
Time deposits | — | | | 16,018 | | | — | | | 16,018 | |
Marketable securities: | | | | | | | |
Marketable equity securities | 4,317 | | | — | | | — | | | 4,317 | |
Treasury discount notes | — | | | 235,056 | | | — | | | 235,056 | |
Investment in MGM | 2,170,182 | | | — | | | — | | | 2,170,182 | |
Other non-current assets: | | | | | | | |
Warrant | — | | | — | | | 46,799 | | | 46,799 | |
Total | $ | 3,037,328 | | | $ | 388,293 | | | $ | 46,799 | | | $ | 3,472,420 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| Warrant | | | | Warrant | | Contingent Consideration Arrangements |
| (In thousands) |
Balance at January 1 | $ | 46,799 | | | | | $ | 109,294 | | | $ | (612) | |
| | | | | | | |
Total net gains: | | | | | | | |
Fair value adjustments included in earnings | 5,940 | | | | | 7,985 | | | 612 | |
Balance at March 31 | $ | 52,739 | | | | | $ | 117,279 | | | $ | — | |
Warrant
As part of the Company's investment in Turo preferred shares, the Company received a warrant that is recorded at fair value each reporting period with any change included in "Other income, net" in the statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table as Level 3. The warrant is included in "Other non-current assets" in the balance sheet.
Contingent Consideration Arrangements
At March 31, 2023, the Company has no contingent consideration arrangements outstanding. In connection with the Meredith acquisition on December 1, 2021, the Company assumed a contingent consideration arrangement liability of $0.6 million, which was written off during the first quarter of 2022 due to a change in estimate of the liability related to this arrangement.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, equipment, buildings and leasehold improvements, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
During the first quarter of 2023, the Company recorded impairment charges related to unoccupied leased office space due to the continued decline in the commercial real estate market; a $44.7 million impairment of an ROU asset and a $25.3 million impairment of leasehold improvements, furniture and equipment, which are included in "General and administrative expense" and "Depreciation," respectively, in the statement of operations. The impairment charges represent the amount by which the carrying value of the asset group exceeded its estimated fair value, calculated using a discounted cash flow approach using sublease market assumptions of the expected cash flows and discount rate. The impairment charges were allocated between the ROU assets and related leasehold improvements, furniture and equipment of the asset group based on their relative carrying values.
The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is $153.6 million of goodwill at Mosaic Group. There is one indefinite-lived intangible asset at Dotdash Meredith Digital with a value of approximately $126.0 million for which the excess of fair value over carrying value is less than 20%.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| (In thousands) |
Current portion of long-term debt | $ | (30,000) | | | $ | (27,750) | | | $ | (30,000) | | | $ | (26,700) | |
Long-term debt, net(a) | $ | (2,013,107) | | | $ | (1,791,469) | | | $ | (2,019,759) | | | $ | (1,708,413) | |
_____________________
(a) At March 31, 2023 and December 31, 2022, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $19.4 million and $20.2 million, respectively.
At March 31, 2023 and December 31, 2022, the fair value of long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.
NOTE 4—LONG-TERM DEBT
Long-term debt consists of:
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Dotdash Meredith Debt | | | |
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026 | $ | 328,125 | | | $ | 332,500 | |
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028 | 1,234,375 | | | 1,237,500 | |
Total Dotdash Meredith long-term debt | 1,562,500 | | | 1,570,000 | |
Less: current portion of Dotdash Meredith long-term debt | 30,000 | | | 30,000 | |
Less: original issue discount | 5,100 | | | 5,310 | |
Less: unamortized debt issuance costs | 9,762 | | | 10,215 | |
Total Dotdash Meredith long-term debt, net | 1,517,638 | | | 1,524,475 | |
| | | |
ANGI Group Debt | | | |
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15 | 500,000 | | | 500,000 | |
| | | |
| | | |
Less: unamortized debt issuance costs | 4,531 | | | 4,716 | |
Total ANGI Group long-term debt, net | 495,469 | | | 495,284 | |
| | | |
Total long-term debt, net | $ | 2,013,107 | | | $ | 2,019,759 | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Dotdash Meredith Term Loans and Dotdash Meredith Revolving Facility
On December 1, 2021, Dotdash Meredith entered into a credit agreement ("Dotdash Meredith Credit Agreement"), which provides for (i) the five-year $350 million Dotdash Meredith Term Loan A, (ii) the seven-year $1.25 billion Dotdash Meredith Term Loan B (and together with Dotdash Meredith Term Loan A, the "Dotdash Meredith Term Loans") and (iii) a five-year $150 million revolving credit facility ("Dotdash Meredith Revolving Facility"). The Dotdash Meredith Term Loan A bears interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") as defined in the Dotdash Meredith Credit Agreement plus an applicable margin depending on Dotdash Meredith's most recently reported consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement. The adjustment to the secured overnight financing rate is fixed at 0.10% for the Dotdash Meredith Term Loan A. The Dotdash Meredith Term Loan B has a varying adjustment of 0.10%, 0.15% or 0.25% based upon the duration of the borrowing period. At March 31, 2023 and December 31, 2022, the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 6.94% and 5.91%, respectively, and the Dotdash Meredith Term Loan B bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 8.77% and 8.22%, respectively. Interest payments are due at least quarterly through the terms of the Dotdash Meredith Term Loans.
The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $4.4 million through December 31, 2024, $8.8 million through December 31, 2025 and approximately $13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of $3.1 million through maturity. The Dotdash Meredith Term Loan B may require additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, in part, is governed by the applicable net leverage ratio. No such payment was required related to the period ended December 31, 2022.
In March 2023, Dotdash Meredith entered into interest rate swaps on the Dotdash Meredith Term Loan B for a total notional amount of $350 million with a maturity date of April 1, 2027. The interest rate swaps synthetically convert $350 million of the Dotdash Meredith Term Loan B for the duration of the interest rate swaps to a fixed rate of approximately 7.92% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps plus (ii) the adjustment to the secured overnight financing rate of 0.10% plus (iii) the base rate of 4.00%), beginning April 2023.
The interest rate swaps are expected to be highly effective. For the three months ended March 31, 2023, the unrealized loss recognized in "Accumulated other comprehensive loss" was $2.3 million, net of income tax benefit, and the related liability of $3.0 million is included in “Other non-current liabilities” in the balance sheet at March 31, 2023. There were no realized gains or losses reclassified into “Interest expense” in the three months ended March 31, 2023. At March 31, 2023, $3.0 million is expected to be reclassified into interest expense within the next twelve months as a realized gain.
There were no outstanding borrowings under the Dotdash Meredith Revolving Facility at March 31, 2023 and December 31, 2022. The annual commitment fee on undrawn funds is based on Dotdash Meredith's consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement, most recently reported and was 40 basis points at both March 31, 2023 and December 31, 2022. Any borrowings under the Dotdash Meredith Revolving Facility would bear interest, at Dotdash Meredith's option, at either a base rate or Adjusted Term SOFR, plus an applicable margin, which is based on Dotdash Meredith's consolidated net leverage ratio.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As of the last day of any calendar quarter, if either (i) $1.00 or more of loans under the Dotdash Meredith Revolving Facility or Dotdash Meredith Term Loan A are outstanding, or (ii) the outstanding face amount of undrawn letters of credit, other than cash collateralized letters of credit at 102% of face value, exceeds $25 million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio, which permits netting of up to $250 million in cash and cash equivalents, as of the last day of such quarter to exceed 5.5 to 1.0. The Dotdash Meredith Credit Agreement also contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts as defined in the Dotdash Meredith Credit Agreement. This ratio was exceeded for both test periods ended March 31, 2023 and December 31, 2022. The Dotdash Meredith Credit Agreement also permits the Company to, among other things, contribute cash to Dotdash Meredith, which will provide additional liquidity to ensure that Dotdash Meredith does not exceed certain consolidated net leverage ratios for any test period, as further defined in the Dotdash Meredith Credit Agreement. In connection with these capital contributions, Dotdash Meredith may make distributions to IAC in amounts not more than any such capital contributions, provided that no default has occurred and is continuing. Such capital contributions and subsequent distributions impact the consolidated net leverage ratios of Dotdash Meredith. In March 2023, the Company contributed $135.0 million to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company in April 2023.
The obligations under the Dotdash Meredith Credit Agreement are guaranteed by certain of Dotdash Meredith's wholly-owned subsidiaries and are secured by substantially all of the assets of Dotdash Meredith and certain of its subsidiaries.
ANGI Group Debt
ANGI Group, LLC ("ANGI Group"), a direct wholly-owned subsidiary of Angi Inc., issued the ANGI Group Senior Notes on August 20, 2020. At any time prior to August 15, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices, plus accrued and unpaid interest thereon, if any, to the applicable redemption date as set forth in the indenture governing the notes.
The indenture governing the ANGI Group Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio exceeds 3.75 to 1.0 provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. At March 31, 2023, there were no limitations pursuant thereto.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 5—ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The following table presents the components of accumulated other comprehensive (loss) income. There were no items reclassified out of accumulated other comprehensive (loss) income into earnings for the three months ended March 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
| Foreign Currency Translation Adjustment | | Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities | | Unrealized Losses On Interest Rate Swaps | | Accumulated Other Comprehensive Loss | | Foreign Currency Translation Adjustment | | | | Accumulated Other Comprehensive Income (Loss) |
| (In thousands) |
Balance at January 1 | $ | (13,186) | | | $ | 53 | | | $ | — | | | $ | (13,133) | | | $ | 4,397 | | | | | $ | 4,397 | |
Other comprehensive income (loss) | 803 | | | (26) | | | (2,287) | | | (1,510) | | | (3,634) | | | | | (3,634) | |
| | | | | | | | | | | | | |
Net current period other comprehensive income (loss) | 803 | | | (26) | | | (2,287) | | | (1,510) | | | (3,634) | | | | | (3,634) | |
Accumulated other comprehensive loss allocated to noncontrolling interests during the period | 2 | | | — | | | — | | | 2 | | | 2 | | | | | 2 | |
Balance at March 31 | $ | (12,381) | | | $ | 27 | | | $ | (2,287) | | | $ | (14,641) | | | $ | 765 | | | | | $ | 765 | |
At March 31, 2023, there was $0.7 million of income tax benefit related to unrealized losses on interest rate swaps and less than $0.1 million of income tax provision related to net unrealized gains on available-for-sale marketable debt securities. At March 31, 2022, there was no income tax benefit or provision on the accumulated other comprehensive income.
NOTE 6—SEGMENT INFORMATION
The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker's view of the businesses. In addition, we consider 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, such as the Search segment, which principally relate to the similarity of their economic characteristics, or, in the case of the Emerging & Other reportable segment, do not meet the quantitative thresholds that require presentation as separate reportable segments.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents revenue by reportable segment:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Revenue | | | | | | | |
Dotdash Meredith | | | | | | | |
Digital | | | | | $ | 184,797 | | | $ | 216,165 | |
Print | | | | | 207,016 | | | 289,978 | |
Intersegment eliminations(a) | | | | | (4,231) | | | (5,672) | |
Total Dotdash Meredith | | | | | 387,582 | | | 500,471 | |
Angi Inc. | | | | | | | |
Domestic: | | | | | | | |
Ads and Leads | | | | | 293,506 | | | 294,746 | |
Services | | | | | 32,059 | | | 76,450 | |
Roofing | | | | | 38,372 | | | 36,687 | |
Domestic intersegment eliminations(b) | | | | | (1,462) | | | (1,677) | |
Total Domestic | | | | | 362,475 | | | 406,206 | |
International | | | | | 29,932 | | | 29,953 | |
Total Angi Inc. | | | | | 392,407 | | | 436,159 | |
Search | | | | | 152,475 | | | 223,385 | |
Emerging & Other | | | | | 154,031 | | | 166,994 | |
Intersegment eliminations | | | | | (2,224) | | | (1,664) | |
Total | | | | | $ | 1,084,271 | | | $ | 1,325,345 | |
The following table presents the revenue of the Company's segments disaggregated by type of service:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Dotdash Meredith | | | | | | | |
Digital: | | | | | | | |
Advertising revenue | | | | | $ | 111,817 | | | $ | 137,090 | |
Performance marketing revenue | | | | | 50,055 | | | 50,105 | |
Licensing and other revenue | | | | | 22,925 | | | 28,970 | |
Total digital revenue | | | | | 184,797 | | | 216,165 | |
Print: | | | | | | | |
Subscription revenue | | | | | 85,637 | | | 130,584 | |
Advertising revenue | | | | | 47,850 | | | 72,687 | |
Newsstand revenue | | | | | 32,246 | | | 31,239 | |
Project and other revenue | | | | | 28,109 | | | 33,025 | |
Performance marketing revenue | | | | | 13,174 | | | 22,443 | |
Total print revenue | | | | | 207,016 | | | 289,978 | |
Intersegment eliminations(a) | | | | | (4,231) | | | (5,672) | |
Total Dotdash Meredith revenue | | | | | $ | 387,582 | | | $ | 500,471 | |
| | | | | | | |
(a) Intersegment eliminations primarily related to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print. |
| | | | | | | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Angi Inc. | | | | | | | |
Domestic: | | | | | | | |
Ads and Leads: | | | | | | | |
Consumer connection revenue | | | | | $ | 212,935 | | | $ | 214,347 | |
Advertising revenue | | | | | 67,181 | | | 63,902 | |
Membership subscription revenue | | | | | 13,199 | | | 16,237 | |
Other revenue | | | | | 191 | | | 260 | |
Total Ads and Leads revenue | | | | | 293,506 | | | 294,746 | |
Services revenue | | | | | 32,059 | | | 76,450 | |
Roofing revenue | | | | | 38,372 | | | 36,687 | |
Domestic intersegment eliminations(b) | | | | | (1,462) | | | (1,677) | |
Total Domestic revenue | | | | | 362,475 | | | 406,206 | |
International: | | | | | | | |
Consumer connection revenue | | | | | 24,745 | | | 21,803 | |
Service professional membership subscription revenue | | | | | 5,058 | | | 7,856 | |
Advertising and other revenue | | | | | 129 | | | 294 | |
Total International revenue | | | | | 29,932 | | | 29,953 | |
Total Angi Inc. revenue | | | | | $ | 392,407 | | | $ | 436,159 | |
| | | | | | | |
(b) Intersegment eliminations related to Ads and Leads revenue earned from sales to Roofing. |
| | | | | | | |
Search | | | | | | | |
Advertising revenue: | | | | | | | |
Google advertising revenue | | | | | $ | 140,734 | | | $ | 149,652 | |
Non-Google advertising revenue | | | | | 10,973 | | | 71,989 | |
Total advertising revenue | | | | | 151,707 | | | 221,641 | |
Other revenue | | | | | 768 | | | 1,744 | |
Total Search revenue | | | | | $ | 152,475 | | | $ | 223,385 | |
| | | | | | | |
Emerging & Other | | | | | | | |
Subscription revenue | | | | | $ | 86,400 | | | $ | 94,547 | |
Marketplace revenue | | | | | 58,419 | | | 66,117 | |
Media production and distribution revenue | | | | | 3,615 | | | 546 | |
Advertising revenue: | | | | | | | |
Non-Google advertising revenue | | | | | 2,899 | | | 3,723 | |
Google advertising revenue | | | | | 263 | | | 608 | |
Total advertising revenue | | | | | 3,162 | | | 4,331 | |
Service and other revenue | | | | | 2,435 | | | 1,453 | |
Total Emerging & Other revenue | | | | | $ | 154,031 | | | $ | 166,994 | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Revenue: | | | | | | | |
United States | | | | | $ | 974,428 | | | $ | 1,204,348 | |
All other countries | | | | | 109,843 | | | 120,997 | |
Total | | | | | $ | 1,084,271 | | | $ | 1,325,345 | |
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Long-lived assets (excluding goodwill, intangible assets and ROU assets): | | | |
United States | $ | 455,240 | | | $ | 502,977 | |
All other countries | 6,631 | | | 7,637 | |
Total | $ | 461,871 | | | $ | 510,614 | |
The following tables present operating (loss) income and Adjusted EBITDA by reportable segment:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Operating (loss) income: | | | | | | | |
Dotdash Meredith | | | | | | | |
Digital | | | | | $ | (17,887) | | | $ | (1,868) | |
Print | | | | | (5,756) | | | (38,335) | |
Other(c)(d) | | | | | (87,591) | | | (16,042) | |
Total Dotdash Meredith(e) | | | | | (111,234) | | | (56,245) | |
Angi Inc. | | | | | | | |
Ads and Leads | | | | | 13,480 | | | 15,486 | |
Services | | | | | (12,452) | | | (25,750) | |
Roofing | | | | | 411 | | | (6,150) | |
Other(c) | | | | | (14,939) | | | (13,022) | |
International | | | | | 3,030 | | | (4,521) | |
Total Angi Inc. | | | | | (10,470) | | | (33,957) | |
Search | | | | | 10,770 | | | 25,079 | |
Emerging & Other | | | | | 11,445 | | | (5,044) | |
Corporate | | | | | (36,107) | | | (38,647) | |
Total | | | | | $ | (135,596) | | | $ | (108,814) | |
_____________________
(c) Other comprises unallocated corporate expenses.
(d) Includes impairment charges of $70.0 million related to unoccupied leased office space for the three months ended March 31, 2023, of which $25.3 million is included in "Depreciation" in the statement of operations. See "Note 3—Financial Instruments and Fair Value Measurements" for additional information.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Adjusted EBITDA(f): | | | | | | | |
Dotdash Meredith(e) | | | | | | | |
Digital | | | | | $ | 24,403 | | | $ | 34,800 | |
Print | | | | | $ | 11,334 | | | $ | (10,480) | |
Other(c)(g) | | | | | $ | (58,854) | | | $ | (15,786) | |
Angi Inc. | | | | | | | |
Ads and Leads | | | | | $ | 39,851 | | | $ | 34,325 | |
Services | | | | | $ | (2,168) | | | $ | (18,567) | |
Roofing | | | | | $ | 821 | | | $ | (5,026) | |
Other(c) | | | | | $ | (12,354) | | | $ | (10,450) | |
International | | | | | $ | 4,354 | | | $ | (3,451) | |
Search | | | | | $ | 10,791 | | | $ | 25,100 | |
Emerging & Other | | | | | $ | 14,778 | | | $ | 916 | |
Corporate | | | | | $ | (23,833) | | | $ | (23,694) | |
_____________________
(f) The Company's primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables reconcile operating (loss) income for the Company's reportable segments and net earnings (loss) attributable to IAC shareholders to Adjusted EBITDA:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| Operating (Loss) Income | | Stock-based Compensation Expense | | Depreciation | | Amortization of Intangibles | | | | | | Adjusted EBITDA(f) |
| (In thousands) |
Dotdash Meredith | | | | | | | | | | | | | |
Digital | $ | (17,887) | | | $ | 1,695 | | | $ | 5,244 | | | $ | 35,351 | | | | | | | $ | 24,403 | |
Print | (5,756) | | | $ | 146 | | | $ | 2,635 | | | $ | 14,309 | | | | | | | $ | 11,334 | |
Other(c) | (87,591) | | | $ | 3,250 | | | $ | 25,487 | | | $ | — | | | | | | | $ | (58,854) | |
Angi Inc. | | | | | | | | | | | | | |
Ads and Leads | 13,480 | | | $ | 5,491 | | | $ | 18,218 | | | $ | 2,662 | | | | | | | $ | 39,851 | |
Services | (12,452) | | | $ | 4,209 | | | $ | 6,075 | | | $ | — | | | | | | | $ | (2,168) | |
Roofing | 411 | | | $ | 165 | | | $ | 245 | | | $ | — | | | | | | | $ | 821 | |
Other(c) | (14,939) | | | $ | 2,585 | | | $ | — | | | $ | — | | | | | | | $ | (12,354) | |
International | 3,030 | | | $ | 427 | | | $ | 897 | | | $ | — | | | | | | | $ | 4,354 | |
Search | 10,770 | | | $ | — | | | $ | 21 | | | $ | — | | | | | | | $ | 10,791 | |
Emerging & Other | 11,445 | | | $ | 352 | | | $ | 697 | | | $ | 2,284 | | | | | | | $ | 14,778 | |
Corporate(h) | (36,107) | | | $ | 10,621 | | | $ | 1,653 | | | $ | — | | | | | | | $ | (23,833) | |
Total | (135,596) | | | | | | | | | | | | | |
Interest expense | (38,172) | | | | | | | | | | | | | |
Unrealized gain on investment in MGM Resorts International | 704,840 | | | | | | | | | | | | | |
Other income, net | 23,749 | | | | | | | | | | | | | |
Earnings before income taxes | 554,821 | | | | | | | | | | | | | |
Income tax provision | (139,502) | | | | | | | | | | | | | |
Net earnings | 415,319 | | | | | | | | | | | | | |
Net loss attributable to noncontrolling interests | 2,456 | | | | | | | | | | | | | |
Net earnings attributable to IAC shareholders | $ | 417,775 | | | | | | | | | | | | | |
_____________________
(h) Includes stock-based compensation expense for stock-based awards granted to employees of Corporate, Search and all Emerging & Other businesses other than Vivian Health.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2022 |
| Operating (Loss) Income(e) | | Stock-based Compensation Expense | | Depreciation | | Amortization of Intangibles | | Acquisition-related Contingent Consideration Fair Value Adjustments | | | | Adjusted EBITDA(e)(f) |
| (In thousands) |
Dotdash Meredith | | | | | | | | | | | | | |
Digital | $ | (1,868) | | | $ | 4,196 | | | $ | 7,489 | | | $ | 25,595 | | | $ | (612) | | | | | $ | 34,800 | |
Print | (38,335) | | | $ | 64 | | | $ | 5,532 | | | $ | 22,259 | | | $ | — | | | | | $ | (10,480) | |
Other(c) | (16,042) | | | $ | 12 | | | $ | 244 | | | $ | — | | | $ | — | | | | | $ | (15,786) | |
Angi Inc. | | | | | | | | | | | | | |
Ads and Leads | 15,486 | | | $ | 4,920 | | | $ | 11,257 | | | $ | 2,662 | | | $ | — | | | | | $ | 34,325 | |
Services | (25,750) | | | $ | 4,540 | | | $ | 1,668 | | | $ | 975 | | | $ | — | | | | | $ | (18,567) | |
Roofing | (6,150) | | | $ | 830 | | | $ | 127 | | | $ | 167 | | | $ | — | | | | | $ | (5,026) | |
Other(c) | (13,022) | | | $ | 2,572 | | | $ | — | | | $ | — | | | $ | — | | | | | $ | (10,450) | |
International | (4,521) | | | $ | 123 | | | $ | 947 | | | $ | — | | | $ | — | | | | | $ | (3,451) | |
Search | 25,079 | | | $ | — | | | $ | 21 | | | $ | — | | | $ | — | | | | | $ | 25,100 | |
Emerging & Other | (5,044) | | | $ | 25 | | | $ | 403 | | | $ | 5,532 | | | $ | — | | | | | $ | 916 | |
Corporate(h) | (38,647) | | | $ | 12,405 | | | $ | 2,548 | | | $ | — | | | $ | — | | | | | $ | (23,694) | |
Total | (108,814) | | | | | | | | | | | | | |
Interest expense | (21,912) | | | | | | | | | | | | | |
Unrealized loss on investment in MGM Resorts International | (187,330) | | | | | | | | | | | | | |
Other income, net | 6,699 | | | | | | | | | | | | | |
Loss before income taxes | (311,357) | | | | | | | | | | | | | |
Income tax benefit | 70,464 | | | | | | | | | | | | | |
Net loss | (240,893) | | | | | | | | | | | | | |
Net loss attributable to noncontrolling interests | 5,095 | | | | | | | | | | | | | |
Net loss attributable to IAC shareholders | $ | (235,798) | | | | | | | | | | | | | |
NOTE 7—PENSION AND POSTRETIREMENT BENEFIT PLANS
The following table presents the components of net periodic benefit cost for the Dotdash Meredith pension and postretirement benefit plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | Three Months Ended March 31, 2022 |
| Pension | | Postretirement | | Pension | | Postretirement |
| Domestic | | International | | Domestic | | Domestic | | International | | Domestic |
| (In thousands) |
Service cost | $ | 53 | | | $ | — | | | $ | 1 | | | $ | 982 | | | $ | — | | | $ | 2 | |
Interest cost | 871 | | | 4,777 | | | 58 | | | 699 | | | 3,275 | | | 67 | |
Expected return on plan assets | (501) | | | (4,771) | | | — | | | (1,578) | | | (4,624) | | | — | |
| | | | | | | | | | | |
Actuarial loss recognition | 240 | | | — | | | — | | | 12,532 | | | 24,988 | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net periodic benefit cost | $ | 663 | | | $ | 6 | | | $ | 59 | | | $ | 12,635 | | | $ | 23,639 | | | $ | 69 | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Settlements during the three months ended March 31, 2023 triggered a remeasurement of the pension plans in the U.S. The actuarial loss of $0.2 million was the result of an adjustment in plan demographics, partially offset by gains on investment performance.
Settlements during the three months ended March 31, 2022 triggered a remeasurement of the funded pension plans in the United Kingdom ("U.K.") and U.S. The U.K. actuarial loss of $25.0 million primarily relates to the decline in the fair value of the U.K. pension plan's assets exceeding the decline in the plan liabilities, in each case due to higher interest rates. The U.S. actuarial loss of $12.5 million was primarily due to the decline in the fair value of plan assets.
The following table summarizes the weighted average expected return on plan assets used to determine the net periodic benefit costs at March 31, 2023, following the remeasurement, and December 31, 2022, respectively:
| | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
| Pension |
| Domestic | | | | Domestic | | |
Expected return on plan assets | 4.31 | % | | | | 2.80 | % | | |
The components of net periodic benefit costs, other than the service cost component, are included in "Other income, net" in the statement of operations.
NOTE 8—INCOME TAXES
At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the Company's tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision or benefit in the quarter in which the change occurs.
For the three months ended March 31, 2023, the Company recorded an income tax provision of $139.5 million, which represents an effective income tax rate of 25%, which is higher than the statutory rate of 21% due primarily to state taxes and nondeductible compensation expense, partially offset by research credits. For the three months ended March 31, 2022, the Company recorded an income tax benefit of $70.5 million, which represents an effective income tax rate of 23%, which is higher than the statutory rate of 21% due primarily to state taxes and excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by nondeductible stock-based compensation expense.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company's income taxes are routinely under audit by federal, state, local and foreign authorities as a result of previously filed separate company and consolidated tax returns for periods prior to the June 30, 2020 separation of IAC from Match Group (the "Match Separation") and for its tax returns filed on a standalone basis following the Match Separation. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") has completed its audit of the federal income tax returns for the years ended December 31, 2013 through 2019, which include the operations of the Company. The settlement of these tax years has been submitted to the Joint Committee of Taxation for approval. The statute of limitations for the years 2013 through 2019 has been extended to December 31, 2023. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from the examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
At March 31, 2023 and December 31, 2022, unrecognized tax benefits, including interest and penalties, were $17.4 million and $16.6 million, respectively. Unrecognized tax benefits, including interest and penalties, at March 31, 2023 increased by $0.8 million due primarily to research credits, partially offset by settlements. If unrecognized tax benefits at March 31, 2023 are subsequently recognized, $16.2 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 2022 was $15.4 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.6 million by March 31, 2024 due to expected settlements of which $0.5 million would reduce the income tax provision.
The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At March 31, 2023, the Company has a U.S. gross deferred tax asset of $816.4 million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $641.7 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $174.7 million will be utilized based on forecasts of future taxable income. The Company's most significant net deferred tax asset that could expire relates to U.S. federal net operating loss ("NOL") carryforwards of $40.4 million. The Company expects to generate sufficient future taxable income of at least $192.6 million prior to the expiration of these NOLs, the majority of which expire between 2033 and 2036, to fully realize this deferred tax asset.
NOTE 9—EARNINGS (LOSS) PER SHARE
The Company treats its common stock and Class B common stock as one class of stock for net earnings (loss) per share ("EPS") purposes as both classes of stock participate in earnings, dividends and other distributions on the same basis. The restricted stock award granted to our Chief Executive Officer ("CEO") on November 5, 2020 is a participating security and the Company calculates basic EPS using the two-class method since those restricted shares are unvested and have a non-forfeitable dividend right in the event the Company declares a cash dividend on common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Diluted EPS is calculated, on the most dilutive basis, which excludes awards that would be anti-dilutive, including the restricted stock award granted to our CEO.
Undistributed earnings allocated to the participating security is subtracted from earnings in determining earnings attributable to holders of IAC common stock and Class B common stock for basic EPS. Basic EPS is computed by dividing net earnings (loss) attributable to holders of IAC common stock and Class B common stock by the weighted-average number of shares of common stock and Class B common stock outstanding during the period.
For the calculation of diluted EPS, net earnings (loss) attributable to holders of IAC common stock and Class B common stock is adjusted for the impact from our public subsidiary's dilutive securities, if applicable, and the reallocation of undistributed earnings allocated to the participating security by the weighted-average number of common stock and Class B common stock outstanding plus dilutive securities during the period.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands, except per share data) |
Basic EPS: | | | | | | | |
Numerator: | | | | | | | |
Net earnings (loss) | | | | | $ | 415,319 | | | $ | (240,893) | |
Net loss attributable to noncontrolling interests | | | | | 2,456 | | | 5,095 | |
Net earnings attributed to unvested participating security | | | | | (14,156) | | | — | |
Net earnings (loss) attributable to IAC common stock and Class B common stock shareholders | | | | | $ | 403,619 | | | $ | (235,798) | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average basic IAC common stock and Class B common stock shares outstanding(a) | | | | | 85,534 | | | 86,784 | |
| | | | | | | |
Earnings (loss) per share attributable to IAC common stock and Class B common stock shareholders: | | | | | | | |
Earnings (loss) per share | | | | | $ | 4.72 | | | $ | (2.72) | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands, except per share data) |
Diluted EPS: | | | | | | | |
Numerator: | | | | | | | |
Net earnings (loss) | | | | | $ | 415,319 | | | $ | (240,893) | |
Net loss attributable to noncontrolling interests | | | | | 2,456 | | | 5,095 | |
Net earnings attributed to unvested participating security | | | | | (13,720) | | | — | |
Impact from public subsidiaries' dilutive securities(b) | | | | | — | | | — | |
Net earnings (loss) attributable to IAC common stock and Class B common stock shareholders | | | | | $ | 404,055 | | | $ | (235,798) | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average basic IAC common stock and Class B common stock shares outstanding(a) | | | | | 85,534 | | | 86,784 | |
Dilutive securities(b)(c)(d) | | | | | 2,819 | | | — | |
Denominator for earnings per share—weighted average shares(b)(c)(d) | | | | | 88,353 | | | 86,784 | |
| | | | | | | |
Earnings (loss) per share attributable to IAC common stock and Class B common stock shareholders: | | | | | | | |
Earnings (loss) per share | | | | | $ | 4.57 | | | $ | (2.72) | |
_____________________
(a) On November 5, 2020, IAC's CEO was granted a stock-based award in the form of 3.0 million shares of restricted common stock. The number of shares that ultimately vests is subject to the satisfaction of growth targets in IAC's stock price over the 10-year service condition of the award. These restricted shares have a non-forfeitable dividend right in the event the Company declares a cash dividend on its common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Accordingly, the two-class method of calculating EPS is used. While the restricted shares are presented as outstanding shares in the balance sheet, these shares are excluded from the weighted average shares outstanding in calculating basic EPS and the allocable portion of net earnings are also excluded. Fully diluted EPS reflects the impact on earnings and fully diluted shares in the manner that is most dilutive.
(b) IAC has the option to settle certain Angi Inc. stock-based awards in its shares. The impact on net earnings relates to the settlement of Angi Inc.'s dilutive securities in IAC common shares. For the three months ended March 31, 2023, these Angi Inc. equity awards were anti-dilutive. For the three months ended March 31, 2022, the Company had a loss from operations and as a result these awards were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive.
(c) 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 subsidiary denominated equity and vesting of restricted common stock and restricted stock units ("RSUs"). For the three months ended March 31, 2023, 3.3 million potentially dilutive securities were excluded from computing diluted EPS because the impact would have been anti-dilutive.
(d) For the three months ended March 31, 2022, the Company had a loss from operations and, as a result, approximately 7.8 million potentially dilutive securities were excluded from computing diluted EPS because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute the EPS amounts for the three months ended March 31, 2022.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 10—FINANCIAL STATEMENT DETAILS
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 | | March 31, 2022 | | December 31, 2021 |
| (In thousands) |
Cash and cash equivalents | $ | 1,398,836 | | | $ | 1,417,390 | | | $ | 1,852,598 | | | $ | 2,118,730 | |
Restricted cash included in other current assets | 1,081 | | | 1,165 | | | 21,183 | | | 1,941 | |
Restricted cash included in other non-current assets | 7,640 | | | 7,514 | | | 885 | | | 1,193 | |
| | | | | | | |
Total cash and cash equivalents and restricted cash as shown on the statement of cash flows | $ | 1,407,557 | | | $ | 1,426,069 | | | $ | 1,874,666 | | | $ | 2,121,864 | |
Restricted cash included in "Other current assets" in the balance sheet at March 31, 2023 and December 31, 2022 primarily consists of cash held related to insurance programs at Care.com.
Restricted cash included in "Other current assets" in the balance sheet at March 31, 2022 primarily consists of cash received from Care.com’s payment solutions customers for payroll and related taxes, which were remitted subsequent to period end, and cash held in escrow related to the funded pension plan in the U.K.
Restricted cash included in "Other current assets" in the balance sheet at December 31, 2021 primarily consists of cash held in escrow related to the funded pension plan in the U.K.
Restricted cash included in "Other non-current assets" in the balance sheet at March 31, 2023 and December 31, 2022 primarily consists of cash held in escrow related to the funded pension plan in the U.K as well as a check endorsement guarantee at the Roofing segment and deposits related to leases.
Restricted cash included in "Other non-current assets" at March 31, 2022 and December 31, 2021 include deposits related to leases and a check endorsement guarantee at the Roofing segment.
Credit Losses
The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2023 and 2022, respectively:
| | | | | | | | | | | |
| |
| 2023 | | 2022 |
| (In thousands) |
Balance at January 1 | $ | 50,971 | | | $ | 36,556 | |
Current period provision for credit losses | 24,826 | | | 23,287 | |
Write-offs charged against the allowance | (29,308) | | | (20,518) | |
Recoveries collected | 1,489 | | | — | |
Other | (466) | | | 216 | |
Balance at March 31 | $ | 47,512 | | | $ | 39,541 | |
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Accumulated Amortization and Depreciation
The following table provides the accumulated amortization and depreciation within the balance sheet:
| | | | | | | | | | | |
Asset Category | March 31, 2023 | | December 31, 2022 |
| (In thousands) |
Right-of-use assets included in other non-current assets | $ | 216,264 | | | $ | 157,650 | |
Capitalized software, equipment, buildings and leasehold improvements | $ | 295,702 | | | $ | 274,473 | |
Intangible assets | $ | 636,829 | | | $ | 582,063 | |
Other income, net
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
| | | | | (In thousands) |
Interest income | | | | | $ | 16,930 | | | $ | 698 | |
Unrealized increase in the estimated fair value of a warrant | | | | | 5,940 | | | 7,985 | |
| | | | | | | |
| | | | | | | |
Unrealized (loss) gain related to marketable equity securities | | | | | (1,150) | | | 34,352 | |
Net periodic pension benefit costs, other than the service cost component (a) | | | | | (674) | | | (35,359) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other | | | | | 2,703 | | | (977) | |
Other income, net | | | | | $ | 23,749 | | | $ | 6,699 | |
_____________________
(a) Includes pre-tax actuarial losses of $0.2 million for the three months ended March 31, 2023 related to the pension plans in the U.S. and $37.5 million for the three months ended March 31, 2022 related to the funded pension plans in the U.K. and U.S. See "Note 7—Pension and Postretirement Benefit Plans" for additional information.
NOTE 11—CONTINGENCIES
In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes accruals for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including uncertain income tax positions 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 8—Income Taxes" for information related to uncertain income tax positions. NOTE 12—RELATED PARTY TRANSACTIONS
IAC and Angi Inc.
Allocation of CEO Compensation and Certain Expenses
Joseph Levin, CEO of IAC and Chairman of Angi Inc., was appointed CEO of Angi Inc on October 10, 2022. As a result, for the three months ended March 31, 2023, IAC allocated $2.3 million in costs to Angi Inc. (including salary, benefits, stock-based compensation and costs related to the CEO's office). These costs were allocated from IAC based upon time spent on Angi Inc. by Mr. Levin. Management considers the allocation method to be reasonable. The allocated costs also include costs directly attributable to Angi Inc. that were initially paid for by IAC and billed by IAC to Angi Inc.
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Combination and Related Agreements
The Company and Angi Inc., in connection with the transaction resulting in the formation of Angi Inc. in 2017, which is referred to as the "Combination", entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement.
IAC and Vimeo Inc. ("Vimeo")
Following the spin-off of Vimeo from IAC, the relationship between IAC and Vimeo is governed by several agreements, which include a separation agreement, a tax matters agreement, a transition services agreement, an employee matters agreement and office lease agreements. The Company and Vimeo are related parties because Mr. Diller is the beneficial owner of more than 10% of the voting interests in both IAC and Vimeo.
The Company has an outstanding receivable of $0.8 million at both March 31, 2023 and December 31, 2022 due from Vimeo pursuant to the separation agreement. This amount is included in "Other current assets" in the balance sheet.
For the three months ended March 31, 2023 and 2022, Vimeo was charged less than $0.1 million and $0.1 million, respectively, by IAC for services rendered pursuant to the transition services agreement. At March 31, 2023 and December 31, 2022, there were no outstanding receivables or payables pursuant to the transition services agreement.
For the three months ended March 31, 2023 and 2022, Vimeo was charged $0.9 million and $1.6 million, respectively, of rent pursuant to the lease agreements. At March 31, 2023, the Company has an outstanding receivable of $0.1 million due from Vimeo pursuant to the lease agreements. This amount is included in "Other non-current assets" in the balance sheet. At December 31, 2022, there were no outstanding receivables due from Vimeo pursuant to the lease agreements.
IAC and Expedia
At March 31, 2023, the Company and Expedia each had a 50% ownership interest in two aircraft that may be used by both companies. Members of the aircraft flight crews are employed by an entity in which the Company and Expedia each have a 50% ownership interest. The Company and Expedia have agreed to share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. The Company and Expedia are related parties because Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia. For the three months ended March 31, 2023 and 2022, total payments made to this entity by the Company were not material.
In addition, Expedia may use certain aircraft owned 100% by a subsidiary of the Company on a cost basis. For the three months ended March 31, 2023 and 2022, the payments made by Expedia to the Company pursuant to this arrangement were not material.
NOTE 13—SUBSEQUENT EVENTS
In April 2023, the Company completed the acquisition of the formerly leased land under its New York City headquarters building for a purchase price of $80.0 million.
In April 2023, the Company purchased additional shares of Turo for $103.6 million. Following the purchase, IAC's aggregate percentage ownership in Turo is approximately 31%.
From April 1, 2023 through May 5, 2023, IAC repurchased 1.3 million shares of its common stock, on a trade date basis, at an average price of $50.47 per share, or $67.2 million in aggregate. At May 5, 2023, IAC has 3.8 million shares remaining in its share repurchase authorization.