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13: R1 Cover Page HTML 84K
14: R2 Consolidated Balance Sheet (Unaudited) HTML 148K
15: R3 Consolidated Balance Sheet (Unaudited) HTML 41K
(Parenthetical)
16: R4 Consolidated Statement of Operations (Unaudited) HTML 157K
17: R5 Consolidated Statement of Comprehensive Operations HTML 73K
(Unaudited)
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(Unaudited) (Parenthetical)
20: R8 Consolidated Statement of Cash Flows (Unaudited) HTML 178K
21: R9 The Company and Summary of Significant Accounting HTML 76K
Policies
22: R10 Business Combination HTML 75K
23: R11 Goodwill and Intangible Assets HTML 115K
24: R12 Dotdash Meredith Restructuring Charges, HTML 67K
Transaction-Related Expenses and Change-In-Control
Payments
25: R13 Financial Instruments and Fair Value Measurements HTML 152K
26: R14 Long-Term Debt HTML 52K
27: R15 Accumulated Other Comprehensive (Loss) Income HTML 61K
28: R16 Segment Information HTML 394K
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30: R18 Income Taxes HTML 41K
31: R19 (Loss) Earnings Per Share HTML 122K
32: R20 Discontinued Operations HTML 41K
33: R21 Financial Statement Details HTML 88K
34: R22 Contingencies HTML 34K
35: R23 Related Party Transactions HTML 38K
36: R24 Subsequent Event HTML 30K
37: R25 The Company and Summary of Significant Accounting HTML 62K
Policies (Policies)
38: R26 The Company and Summary of Significant Accounting HTML 45K
Policies (Tables)
39: R27 Business Combination (Tables) HTML 70K
40: R28 Goodwill and Intangible Assets (Tables) HTML 120K
41: R29 Dotdash Meredith Restructuring Charges, HTML 62K
Transaction-Related Expenses and Change-In-Control
Payments (Tables)
42: R30 Financial Instruments and Fair Value Measurements HTML 153K
(Tables)
43: R31 Long-Term Debt (Tables) HTML 48K
44: R32 Accumulated Other Comprehensive (Loss) Income HTML 60K
(Tables)
45: R33 Segment Information (Tables) HTML 397K
46: R34 Pension and Postretirement Benefit Plans (Tables) HTML 60K
47: R35 (Loss) Earnings Per Share (Tables) HTML 119K
48: R36 Discontinued Operations (Tables) HTML 44K
49: R37 Financial Statement Details (Tables) HTML 107K
50: R38 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 65K
POLICIES - Narrative (Details)
51: R39 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 40K
POLICIES - Capitalized Contract Costs (Details)
52: R40 BUSINESS COMBINATION - Narrative (Details) HTML 39K
53: R41 BUSINESS COMBINATION - Purchase Price Allocation HTML 38K
(Details)
54: R42 BUSINESS COMBINATION - Preliminary Estimated Fair HTML 63K
Value of Assets Acquired and Liabilities Assumed
(Details)
55: R43 BUSINESS COMBINATION - Preliminary Estimated Fair HTML 64K
Value of Intangible Assets Acquired (Details)
56: R44 BUSINESS COMBINATION - Pro-Forma Financial HTML 46K
Information (Details)
57: R45 GOODWILL AND INTANGIBLE ASSETS - Summary (Details) HTML 38K
58: R46 GOODWILL AND INTANGIBLE ASSETS - Goodwill by HTML 55K
Reportable Segment (Details)
59: R47 GOODWILL AND INTANGIBLE ASSETS - Narrative HTML 58K
(Details)
60: R48 GOODWILL AND INTANGIBLE ASSETS - Intangible Assets HTML 63K
with Definite Lives (Details)
61: R49 GOODWILL AND INTANGIBLE ASSETS - Expected HTML 43K
Amortization of Intangible Assets (Details)
62: R50 DOTDASH MEREDITH RESTRUCTURING CHARGES, HTML 58K
TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL
PAYMENTS - Narrative (Details)
63: R51 DOTDASH MEREDITH RESTRUCTURING CHARGES, HTML 50K
TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL
PAYMENTS - Restructuring Accrual and Related Costs
(Details)
64: R52 DOTDASH MEREDITH RESTRUCTURING CHARGES, HTML 41K
TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL
PAYMENTS - Allocation of Restructuring Costs
(Details)
65: R53 DOTDASH MEREDITH RESTRUCTURING CHARGES, HTML 36K
TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL
PAYMENTS - Remaining Estimated Restructuring Costs
(Details)
66: R54 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 33K
- Fair Value of Marketable Securities (Details)
67: R55 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 73K
- Narrative (Details)
68: R56 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 30K
- Investments in MGM Resorts International
(Details)
69: R57 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 35K
- Long-term Investments (Details)
70: R58 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 43K
- Realized and Unrealized Gains and Losses
(Details)
71: R59 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 72K
- Assets and Liabilities Measured at Fair Value on
a Recurring Basis (Details)
72: R60 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 44K
- Changes in Level 3 Assets and Liabilities
Measured at Fair Value on a Recurring Basis
(Details)
73: R61 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS HTML 41K
- Carrying Value and Fair Value of Financial
Instruments (Details)
74: R62 LONG-TERM DEBT - Summary (Details) HTML 57K
75: R63 LONG-TERM DEBT - Narrative (Details) HTML 99K
76: R64 Accumulated Other Comprehensive (Loss) Income HTML 80K
(Details)
77: R65 SEGMENT INFORMATION - Revenue by Reportable HTML 53K
Segment (Details)
78: R66 SEGMENT INFORMATION - Revenue Disaggregated by HTML 118K
Service (Details)
79: R67 SEGMENT INFORMATION - Revenue and Long-Lived HTML 46K
Assets (Details)
80: R68 SEGMENT INFORMATION - Operating Income (Loss) and HTML 66K
Adjusted EBITDA (Details)
81: R69 SEGMENT INFORMATION - Reconciliation of Adjusted HTML 146K
EBITDA to Operating Income (Details)
82: R70 PENSION AND POSTRETIREMENT BENEFIT PLANS - HTML 53K
Components of Net Periodic Benefit Costs (Details)
83: R71 PENSION AND POSTRETIREMENT BENEFIT PLANS - HTML 44K
Narrative (Details)
84: R72 PENSION AND POSTRETIREMENT BENEFIT PLANS - HTML 35K
Expected Return on Plan Assets (Details)
85: R73 INCOME TAXES - Narrative (Details) HTML 59K
86: R74 (LOSS) EARNINGS PER SHARE - Summary (Details) HTML 151K
87: R75 DISCONTINUED OPERATIONS - Components of Earnings HTML 73K
from Discontinued Operations (Details)
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Equivalents, and Restricted Cash (Details)
89: R77 FINANCIAL STATEMENT DETAILS - Allowance for Credit HTML 38K
Loss (Details)
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Amortization and Depreciation (Details)
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Income, Net (Details)
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(Exact name of registrant as specified in its charter)
iDelaware
i84-3727412
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i555 West 18th Street, iNew York, iNew
Yorki10011
(Address of registrant's principal executive offices)
(i212) i314-7300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
iCommon
stock, par value $0.0001
iIAC
iThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of "large accelerated filer,""accelerated filer,""smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
Capitalized
software, equipment, buildings, leasehold improvements and land, net
i583,888
i570,525
Goodwill
i3,008,244
i3,226,610
Intangible
assets, net of accumulated amortization
i1,282,503
i1,414,892
Investment
in MGM Resorts International
i1,923,585
i2,649,442
Long-term
investments
i311,291
i327,838
Other
non-current assets
i850,899
i1,037,067
TOTAL
ASSETS
$
i10,441,573
$
i12,300,288
LIABILITIES
AND SHAREHOLDERS' EQUITY
LIABILITIES:
Current portion of long-term debt
$
i30,000
$
i30,000
Accounts
payable, trade
i158,110
i203,173
Deferred
revenue
i158,767
i165,451
Accrued
expenses and other current liabilities
i738,371
i980,574
Total
current liabilities
i1,085,248
i1,379,198
Long-term
debt, net
i2,026,404
i2,046,237
Deferred
income taxes
i108,638
i385,890
Other
long-term liabilities
i650,795
i721,262
Redeemable
noncontrolling interests
i32,385
i18,741
Commitments
and contingencies
i
i
SHAREHOLDERS'
EQUITY:
Common Stock, $ii0.0001/
par value; authorized ii1,600,000/ shares; i84,155
and i83,922 shares issued and i83,054 and i83,922
shares outstanding at September 30, 2022 and December 31, 2021, respectively
i8
i8
Class
B common stock, $ii0.0001/ par value; authorized ii400,000/
shares; iiii5,789///
shares issued and outstanding at September 30, 2022 and December 31, 2021
Issuance
of common stock pursuant to stock-based awards, net of withholding taxes
—
—
i233
—
—
—
—
—
—
(i15,965)
—
—
—
(i15,965)
—
(i15,965)
Issuance
of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes
—
—
—
—
—
—
—
—
—
(i7,792)
—
i5
—
(i7,787)
i1,744
(i6,043)
Purchase
of IAC treasury stock
—
—
—
—
—
—
—
—
—
—
—
—
(i85,323)
(i85,323)
—
(i85,323)
Purchase
of Angi Inc. treasury stock
—
—
—
—
—
—
—
—
—
(i8,144)
—
—
—
(i8,144)
—
(i8,144)
Distribution
to and purchase of noncontrolling interests
(i1,179)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Adjustment
of noncontrolling interests to fair value
i28,897
—
—
—
—
—
—
—
—
(i28,897)
—
—
—
(i28,897)
—
(i28,897)
Issuance
of Vivian Health preferred shares, net of fees, and the reclassification and creation of noncontrolling interest and subsequent adjustment to liquidation value.
(i11,782)
—
—
—
—
—
—
—
—
i15,380
—
—
—
i15,380
i39,320
i54,700
Adjustment
to noncontrolling interests resulting from the reorganization of a foreign subsidiary
NOTE
1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Acquisition of Meredith
On December 1, 2021, Dotdash Media Inc. (formerly known as About Inc., and referred to herein as "Dotdash"), a wholly-owned subsidiary of IAC Inc. (formerly known as IAC/InterActiveCorp, and referred to herein as "IAC"), completed the acquisition of Meredith Holdings Corporation ("Meredith"), which holds Meredith Corporation's national media business, consisting of its digital and magazine businesses, and its corporate operations. The parent of the combined entity is Dotdash Meredith, Inc. ("Dotdash Meredith"). See “Note
2—Business Combination” for a description of the acquisition of Meredith.
Vimeo Spin-off
On May 25, 2021, IAC completed the spin-off of its full stake in Vimeo, Inc. (formerly Vimeo Holdings, Inc. ("Vimeo")) to IAC shareholders (which we refer to as the “Spin-off”). Following the Spin-off, Vimeo became an independent, separately traded public company. Therefore, Vimeo is presented as a discontinued operation within IAC's financial statements for all periods prior to May 25, 2021. See “Note 12—Discontinued Operations” for additional details.
i
Nature
of Operations
IAC today is comprised of Dotdash Meredith, Angi Inc. and Care.com, as well as a number of other businesses ranging from early stage to established.
As used herein, "IAC," the "Company,""we,""our" or "us" and similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
i
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 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 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, 2021.
COVID-19
Update
The impact on the Company from the COVID-19 pandemic and the measures designed to contain its spread continues to have a negative impact on year-over-year financial performance at Angi Inc. and Dotdash Meredith.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Angi Inc.
As previously disclosed, the impact of COVID-19 on the businesses in IAC's Angi Inc. segment initially resulted in a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects). While these businesses experienced a rebound in service requests from mid-2020 through early 2021, service requests started to decline in May 2021 and have continued to decline during 2022 due, in part, to COVID-19 measures that were more widely in place in prior periods. Angi Inc.'s ability to monetize service requests rebounded modestly in the second half of 2021 and the first half of 2022, however, that improved monetization plateaued in the third quarter of 2022 and is now in line with
monetization rates experienced pre-COVID-19.
Dotdash Meredith
Traffic to Dotdash’s sites is down relative to last year when COVID-19 measures were still more widely in place. As a result, digital advertising and performance marketing revenue at Dotdash, excluding Meredith, declined compared to 2021 due to lower traffic to its sites compared to prior year COVID-19 traffic highs. Post acquisition, Meredith has experienced a similar impact to its digital advertising revenue.
Future Outlook
The extent to which developments related to the COVID-19 pandemic and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations
will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the continuing spread of COVID-19, the severity of resurgences of COVID-19 caused by variant strains of the virus, the effectiveness of vaccines and attitudes toward receiving them, materials and supply chain constraints, labor shortages, the scope of governmental and other restrictions on travel, discretionary services and other activity, and public reactions to these developments.
i
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 equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses and the determination of revenue reserves; the determination of the customer relationship period
for certain costs to obtain a contract with a customer; the carrying value 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 fair value of assets acquired and liabilities assumed as a result of an acquisition and the allocation of purchase price thereto; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; 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.
i
General Revenue Recognition
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 of the applicable subscription period or expected completion of its performance obligation is one year or less. The current and non-current deferred revenue balances are $i165.5 million and $i0.4
million, respectively, at December 31, 2021, and $i137.7 million and $i0.7 million,
respectively, at December 31, 2020. During the nine months ended September 30, 2022, the Company recognized $i147.3 million of revenue that was included in the deferred revenue balance at December 31, 2021. During the nine months ended September 30,
2021, the Company recognized $i123.5 million of revenue that was included in the deferred revenue balance at December 31, 2020. The current and non-current deferred revenue balances are $i158.8
million and $i0.3 million, at September 30, 2022, respectively. Non-current deferred revenue is included in "Other long-term liabilities" in the balance sheet.
Practical Expedients and Exemptions
As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts
with Customers, 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.
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 for these costs 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 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 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.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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.
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.
iCertain Risks and Concentrations—Services Agreement with Google (the "Services Agreement")
The Company and Google are parties
to an amended Services Agreement, which expires on March 31, 2024 and provides for an automatic renewal for an additional one-year period absent a notice of non-renewal from either party on or before March 31, 2023. 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 attributable to continuing operations that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.
For the three and nine months ended September 30,
2022, total revenue earned from Google was $i161.6 million and $i524.3 million,
respectively, representing i12% and i13%, respectively, of the Company's revenue. The total revenue earned from the
Services Agreement for the three and nine months ended September 30, 2022 was $i117.3 million and $i386.6
million, respectively, representing i9% and i10%, respectively, of the Company's total revenue. For the three and nine months ended September 30,
2021, total revenue earned from Google was $i185.6 million and $i527.0
million, respectively, representing i20% and i21%, respectively, of the Company's revenue. The
total revenue earned from the Services Agreement for the three and nine months ended September 30, 2021 was $i168.0 million and $i471.3
million, respectively, representing i18% and i19%, respectively, of the Company's total revenue. The related accounts receivable totaled $i58.3
million and $i89.1 million at September 30, 2022 and December 31, 2021, respectively.
The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, both within the Search segment. For the three and nine months ended September 30, 2022, revenue earned from the Services Agreement was $i97.3
million and $i315.4 million, respectively, within Ask Media Group and $i20.0
million and $i71.2 million, respectively, within the Desktop business. For the three and nine months ended September 30, 2021, revenue earned from the Services Agreement was $i137.9
million and $i382.5 million, respectively, within Ask Media Group and $i30.1
million and $i88.8 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Certain industry-wide policy changes became effective on August 27, 2020. These industry-wide changes, combined with increased enforcement of policies under the Services Agreement, have had a negative impact on the results of operations of the B2C business. During the fourth quarter of 2020, Google suspended services with respect to some B2C's products and may do so with respect to other products in the future. As a result, the B2C business elected to modify certain marketing strategies in early January 2021. Subsequently, Google informed us
of another policy change in the first quarter of 2021 that became effective on May 10, 2021. We anticipated that this Google policy change would eliminate our ability to successfully introduce and market new B2C products that would be profitable. Therefore, we undertook cost reduction measures and effectively eliminated all marketing of B2C products beginning in March 2021. This elimination of marketing positively impacted profitability starting in the second quarter of 2021 because revenue from B2C products is earned over multiple periods beyond just the period in which the initial marketing is incurred. Following the cessation of the introduction of new products in March 2021, the B2C revenue stream relates solely to the then existing installed base of products. We expect future revenue and profits of the B2C business to continue to decline significantly.
i
Recent
Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted by IAC
There are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect on the results of operations, financial condition or cash flows of the Company.
i
Reclassifications
Certain prior year amounts have been reclassified
to conform to the current year presentation.
i
NOTE 2—BUSINESS COMBINATION
On December 1, 2021, Dotdash acquired Meredith under the terms of an agreement (the "Merger Agreement") dated as of October 6, 2021. At the effective time of the merger, each outstanding
share of common stock of Meredith (other than certain excluded shares) was converted into the right to receive $i42.18 in cash. Pursuant to the Merger Agreement, Meredith equity awards were cancelled, and in exchange each holder received such holder’s portion of the merger consideration as set forth in the Merger Agreement, less the per share exercise price in the case of stock options. The Company accounted for this acquisition as a business combination under the acquisition method of accounting.
i
The
total purchase price was calculated and allocated as follows:
(In thousands)
Common stock of Meredith
$
i1,931,376
Cash
payment used to settle a portion of Meredith debt
i625,000
Cash settlement of all outstanding vested equity awards and deferred compensation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
i
The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
(In
thousands)
Cash and cash equivalents
$
i12,436
Accounts receivable
i369,549
Other
current assets
i96,116
Leasehold improvements, equipment, buildings, land and capitalized software
i274,026
Goodwill
i1,468,032
Intangible
assets
i1,213,159
Other non-current assets
i677,153
Total
assets
i4,110,471
Customer deposit liability
(i142,206)
Other
current liabilities
(i401,857)
Deferred income taxes
(i294,715)
Other
non-current liabilities
(i585,228)
Net assets acquired
$
i2,686,465
/
The
Company acquired Meredith because it is complementary to Dotdash. The purchase was based on the expected future financial performance of Meredith under Dotdash leadership, not on the value of the net identifiable assets at the time of acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The purchase price attributed to goodwill is not tax deductible.
i
The preliminary fair values of the identifiable intangible
assets acquired at the date of acquisition are as follows:
(In thousands)
Useful Life (Years)
Indefinite-lived trade names and trademarks
$
i450,150
Indefinite-lived
Advertiser
relationships
i297,000
i5
Licensee
relationships
i171,000
i3-i6
Digital
content
i96,200
i2-i3
Subscriber
relationships
i71,109
i1-i2
Developed
technology
i66,200
i2-i3
Trade
name and trademarks
i61,500
i1-i5
Total
identifiable intangible assets acquired
$
i1,213,159
/
The
allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and is subject to review and revision during the measurement period, which the Company expects to extend through the fourth quarter of 2022. In addition, the Company is still in the process of identifying acquired assets and assumed liabilities, which may also result in an adjustment of the provisional amounts recorded. The subsequent adjustment of the provisional amounts may be material.
The provisional amounts for assets acquired and liabilities assumed include the fair value of:
1.accounts receivable and other receivables, which has been adjusted for an estimated $i3.8
million of gross contractual amounts not expected to be collected, may be subject to adjustment for reassessment of collectability as of the date of acquisition, collections and other adjustments subsequent to the acquisition;
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2.prepaid expenses and other current and noncurrent assets, which will be subject to adjustment based
upon a review of recoverability and consideration of other factors;
3.inventory;
4.leasehold improvements, equipment, buildings, land and capitalized software, for which the preliminary estimates are subject to revision for:
a.identification of assets acquired;
b.finalization of preliminary appraisals; and
c.determination of useful lives;
5.ROU assets and lease liabilities, which will be subject to adjustment upon completion of the review of the inputs, including sublease assumptions, for the calculations;
6.accounts
payable and accrued expenses, which will be subject to adjustment based upon subsequent payment and assessment of other factors;
7.indemnification liabilities, which include pre-acquisition income tax and non-income tax liabilities, will be subject to adjustment for:
a.the reconciliation of the income tax return to the income tax provision for Meredith Corporation's fiscal year ended June 30, 2021 and the short period return from July 1, 2021 through the date of acquisition;
b.the assessment of the amounts of liabilities that existed at the date of acquisition based upon ongoing audits;
c.the assessment
of applicable tax rates and other factors; and
d.the identification of other liabilities;
8.contingencies, the initial estimated recorded liability for which is approximately $i60 million, including indemnification liabilities, will be subject to adjustment for additional items that are identified and for additional information obtained that will assist in
the determination of liabilities as of the date of acquisition;
9.definite and indefinite-lived intangible assets acquired will be subject to adjustment as additional assets are identified, estimates and forecasts are refined and disaggregated, useful lives are finalized, and other factors deemed relevant are considered;
10.deferred income taxes will be subject to adjustment based upon the completion of the review of the book and tax bases of assets acquired and liabilities assumed, applicable tax rates and the impact of the revisions of estimates for the items described above;
11.goodwill will be subject to adjustment for the impact of the revisions of estimates for the items described above; and
12.the
allocation of goodwill to reporting units will be subject to revision based upon the items described above and the finalization of the determination of fair value of the reporting units, which has not yet been completed.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Unaudited pro forma financial information
The unaudited pro forma financial information
in the table below presents the results of the Company and Meredith as if the Meredith acquisition had occurred on January 1, 2020. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had this acquisition occurred on January 1, 2020. For the three and nine months ended September 30, 2021, pro forma adjustments include an increase in amortization expense of $i38.2
million and $i108.7 million, respectively, related to intangible asset adjustments in purchase accounting.
Intangible
assets with definite lives, net of accumulated amortization
i588,679
i735,743
Intangible
assets with indefinite lives
i693,824
i679,149
Total
goodwill and intangible assets, net
$
i4,290,747
$
i4,641,502
/i
The
following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the nine months ended September 30, 2022:
Deductions
at Dotdash Meredith are primarily due to adjustments to the fair values of certain assets acquired and liabilities assumed related to Meredith, acquired by Dotdash on December 1, 2021, and the sale of a business at Dotdash Meredith. Deductions at Angi are due to working capital adjustments related to Total Home Roofing (“Angi Roofing”), acquired on July 1, 2021. Deductions at the Emerging & Other segment are due to the sale of a business at Mosaic Group.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
In the second quarter of 2022, the Company reassessed the fair value of the Mosaic Group reporting unit (included in the Emerging & Other segment) and recorded an impairment of $i86.7
million as a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The fair value of the Mosaic Group reporting unit was determined using both an income approach based on discounted cash flows ("DCF") and a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses were based on the most recent forecast for Mosaic Group. For years beyond the forecast period, the Mosaic Group estimates was based, in part, on forecasted growth rates. The discount rate used in the DCF analyses was i16.0%
and was intended to reflect the risks inherent in the expected future cash flows of the Mosaic Group reporting unit. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the Mosaic Group reporting unit. To determine a peer group of companies for the Mosaic Group reporting unit, the Company considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective markets. At September 30, 2022, Mosaic Group has goodwill of $i153.6
million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent the carrying value exceeds the fair value.
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 approximately $i644.5 million.
The
following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2021:
Additions
relate to the acquisitions of Meredith at Dotdash Meredith and Angi Roofing at Angi. Deductions are primarily related to the allocation of acquired attributes related to the acquisition of Care.com (included in the Emerging & Other segment).
The September 30, 2022 and December 31, 2021 goodwill balances reflect accumulated impairment losses of $ii981.3/
million and $ii198.3/
million at Search and Dotdash Meredith, respectively. The September 30, 2022 goodwill balance also reflects an impairment loss of $i86.7 million related to the impairment at Mosaic Group reporting unit (included in the Emerging & Other segment). As a result of impairments recorded in 2020, the Search reportable segment has no goodwill.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
i
NOTE 4—DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS
Restructuring Charges
In
the first quarter of 2022, Dotdash Meredith announced its plans to discontinue certain print publications and the shutdown of PeopleTV to focus the portfolio and further enable investments toward digital growth. The discontinued print publications consist of Entertainment Weekly, InStyle, EatingWell, Health, Parents, and People en Español, with the April 2022 issues as the final print editions, and Martha Stewart Living, with the May 2022 issue as the final print edition. Dotdash Meredith also announced a voluntary retirement program in the first quarter of 2022 to its employees who met certain age and service requirements. In addition,
actions were taken to improve efficiencies following the Meredith acquisition, including vacating leased office space.
For the three and nine months ended September 30, 2022, the Company incurred $i24.7 million and $i60.8 million,
respectively, of related restructuring charges, including $i3.4 million and $i36.5 million, respectively, of severance and related costs. The restructuring charges for both the three
and nine months ended September 30, 2022 include $ii21.3/
million of impairment charges related to the consolidation of certain leased spaces following the Meredith acquisition; $ii14.3/ million
related to the impairment of a ROU asset, which is included in "General and administrative expense," and $ii7.0/ million
related to the impairment of leasehold improvements and furniture and equipment, which is included in "Depreciation" in the statement of operations.
i
A summary of the costs incurred, payments made and related accruals for the nine months ended September 30, 2022 is presented below:
(a) Other
comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.
(b) Includes $i21.3 million impairment of ROU assets, leasehold improvements and furniture and equipment and $i0.4
million related to the write-off of inventory.
/i
The costs are allocated as follows in the statement of operations:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Dotdash Meredithanticipates the estimated remaining costs associated with the 2022 restructuring events will be approximately $i1.0 million and will
be paid by December 31, 2023 from existing cash on hand. A summary of the remaining costs is presented below:
For the three and nine months ended September 30, 2022, Dotdash Meredith incurred $i0.8 million and $i6.0
million, respectively, of transaction-related expenses related to the acquisition of Meredith.
Change-in-Control Payments
In December 2021, Dotdash Meredith recorded $i60.1 million in change-in-control payments, which were triggered by the acquisition and the terms of certain former executives’ contracts. On July
1, 2022, Dotdash Meredith made $i83.1 million in change-in-control payments, which included amounts accrued in December 2021, as well as amounts previously accrued that became payable following the change in control. On October 3, 2022, Dotdash Meredith made the final $i4.3
million in change-in-control payments.
i
NOTE 5—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The
Company has itwo investments in marketable equity securities, other than the investment in MGM Resorts International ("MGM"), at September 30, 2022, which are both carried at fair value following the investees' initial public offerings ("IPO"), which took place in the third quarter of 2021 and the first quarter of 2022, respectively. Prior to the respective IPOs, these investments were accounted for as equity securities without readily determinable
fair values. The Company recorded net unrealized pre-tax losses of $i14.0 million and $i8.3
million during the three and nine months ended September 30, 2022 for these investments, respectively, and an unrealized pre-tax gain of $ii25.8/ million
in both the three and nine months ended September 30, 2021 for the investment that went public in the third quarter of 2021. For the three and nine months ended September 30, 2021, the Company recorded a realized loss of $i3.5 million and a realized gain of $i7.2
million related to another marketable equity security that was sold in the third quarter of 2021. The net unrealized and realized pre-tax losses and gains related to these investments are included in "Other income (expense), net" in the statement of operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
In the first and third quarters of 2022, the Company purchased a total of i5.7 million
additional shares of MGM for $i244.3 million. Following these purchases, the Company owns approximately i64.7
million shares, representing a i16.9% ownership interest in MGM as of October 31, 2022. 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. The Company recorded an unrealized pre-tax gain of $i42.5
million and an unrealized pre-tax loss of $i970.1 million for the three and nine months ended September 30, 2022 on its investment in MGM, respectively. For the three and nine months ended September 30, 2021, the Company recorded unrealized pre-tax gains on its investment in MGM of $i29.5
million and $i687.2 million, respectively. The cumulative unrealized net pre-tax gain through September 30, 2022 is $i659.7
million.
Equity securities without readily determinable fair values
$
i307,047
$
i324,649
Equity
method investment
i4,244
i3,189
Total
long-term investments
$
i311,291
$
i327,838
/
Equity
Securities without Readily Determinable Fair Values
i
The following table presents a summary of unrealized pre-tax gains and losses recorded in "Other income (expense), net" in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at September 30, 2022 and 2021.
Downward
adjustments including impairments (gross unrealized pre-tax losses)
i—
(i100)
(i22,376)
(i100)
Total
$
i8,245
$
i7,516
$
(i14,131)
$
i8,892
/
The
cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, 2022 were $i36.9 million and $i61.0
million, respectively.
Realized and unrealized pre-tax gains and losses for the Company's investments without readily determinable fair values for the three and nine months ended September 30, 2022 and 2021 are as follows:
Realized pre-tax gains, net, for equity securities
$
i11,840
$
i3,022
$
i12,302
$
i3,103
Unrealized
pre-tax gains (losses), net, on equity securities held
i8,245
i7,516
(i14,131)
i8,892
Total
pre-tax gains (losses), net recognized
$
i20,085
$
i10,538
$
(i1,829)
$
i11,995
All
pre-tax gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income (expense), net" in the statement of operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 September 30, 2022 of approximately i26.7% on a fully diluted basis in the form of preferred shares, which are not common stock equivalents. The Company
accounts for the equity losses for this investment on a one quarter lag. These equity 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.
i
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
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
$
i1,660,921
$
i—
$
i—
$
i1,660,921
Time
deposits
i—
i6,057
i—
i6,057
Marketable
equity security
i19,788
i—
i—
i19,788
Investment
in MGM
i2,649,442
i—
i—
i2,649,442
Other
non-current assets:
Warrant
i—
i—
i109,294
i109,294
Total
$
i4,330,151
$
i6,057
$
i109,294
$
i4,445,502
Liabilities:
Contingent
consideration arrangements
$
(i612)
$
(i612)
i
The
following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
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 (expense), 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.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Contingent Consideration Arrangements
At September 30, 2022, the Company has two outstanding contingent consideration arrangements related to business combinations. The maximum contingent payments related to these arrangements is $i7.0
million, however, as of September 30, 2022the Company does not expect to make any further payments on these arrangements. At September 30, 2021, the Company had one outstanding contingent consideration arrangement related to a business combination. During the third quarter of 2021, the Company recorded a $i15.0
million loss related to this contingent consideration arrangement due to a change in estimate of the liability related to this arrangement. The amount was paid in full during the fourth quarter of 2021.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets, ROU assets and capitalized software, equipment, buildings and leasehold improvements, are adjusted to fair value only when an impairment is recognized. The Company's financial assets, comprising equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements
are based predominantly on Level 3 inputs. See "Note 3—Goodwill and Intangible Assets" for a detailed description of the Mosaic Group goodwill impairment recorded in the second quarter of 2022.
Financial instruments measured at fair value only for disclosure purposes
i
The following table presents the carrying
value and the fair value of financial instruments measured at fair value only for disclosure purposes:
(a) At
September 30, 2022 and December 31, 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $i21.1 million and $i23.8
million, respectively.
/
At September 30, 2022 and December 31, 2021, 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.
Dotdash
Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026
$
i336,875
$
i350,000
Dotdash
Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028
i1,240,625
i1,250,000
Total
Dotdash Meredith long-term debt
i1,577,500
i1,600,000
Less:
current portion of Dotdash Meredith long-term debt
i30,000
i30,000
Less:
original issue discount
i5,521
i6,176
Less:
unamortized debt issuance costs
i10,673
i12,139
Total
Dotdash Meredith long-term debt, net
i1,531,306
i1,551,685
ANGI
Group Debt
i3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15, which commenced February 15, 2021
i500,000
i500,000
Less:
unamortized debt issuance costs
i4,902
i5,448
Total
ANGI Group long-term debt, net
i495,098
i494,552
Total
long-term debt, net
$
i2,026,404
$
i2,046,237
/
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 ifive-year $i350 million
Dotdash Meredith Term Loan A, (ii) the iseven-year $i1.25 billion Dotdash Meredith Term Loan B (and together with Dotdash Meredith Term Loan A, the "Dotdash Meredith Term Loans") and (iii) a ifive-year
$i150 million revolving credit facility ("Dotdash Meredith Revolving Facility"). The proceeds of the Dotdash Meredith Term Loans were used to fund a portion of the purchase price for the acquisition of Meredith and pay related fees and expenses. 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. At September 30, 2022 and December 31, 2021, the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus i2.25% and i2.00%,
or i4.86% and i2.15%, respectively, and the Dotdash Meredith Term Loan B bore interest at Adjusted Term SOFR, subject to a minimum of i0.50%,
plus i4.00%, or i6.61% and i4.50%,
respectively. Interest payments are due at least quarterly through the terms of the Dotdash Meredith Term Loans.
The outstanding balances of the Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B were $i336.9 million and $i1.24 billion
at September 30, 2022, respectively, and $i350.0 million and $i1.25 billion at December 31,
2021, respectively. The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $i4.4 million through December 31, 2024, $i8.8 million
through December 31, 2025 and approximately $i13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of $i3.1 million
through maturity. Commencing with the delivery of financial statements for the period ending December 31, 2022, 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 Dotdash Meredith's net leverage ratio.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
There were iino/
outstanding borrowings under the Dotdash Meredith Revolving Facility at September 30, 2022 and December 31, 2021. 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 i40 and i35
basis points at September 30, 2022 and December 31, 2021, respectively. Any borrowings under the Dotdash Meredith Revolving Facility would bear interest, at Dotdash Meredith's option, at either a base rate or term benchmark rate, plus an applicable margin, which is based on Dotdash Meredith's net leverage ratio.
As of the last day of any calendar quarter, if either (i) $i1.00 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 i102% of face value, exceeds $i25
million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio as of the last day of such quarter to exceed i5.5 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 i4.0
to 1.0; this ratio was exceeded for the test period ended September 30, 2022.
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
The ANGI Group Senior Notes were issued 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 set forth in the indenture governing the notes, plus accrued and unpaid interest thereon, if any, to the applicable redemption date.
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 i3.75
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 September 30, 2022 there were no limitations pursuant thereto.
The $i250 million ANGI Group Revolving Facility, which otherwise would have expired on November
5, 2023, was terminated effective August 3, 2021. No amounts were ever drawn under the ANGI Group Revolving Facility prior to its termination.
During the nine months ended September 30, 2021, ANGI Group prepaid the remaining balance of $i220.0 million of the ANGI Group Term Loan principal, which otherwise would have matured on November 5, 2023.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
i
NOTE 7—ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
i
The
following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive (loss) income into earnings:
Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities
Accumulated
Other Comprehensive (Loss) Income
(In thousands)
Balance at January 1
$
i4,397
$
(i6,172)
$
i2
$
(i6,170)
Other
comprehensive (loss) income before reclassifications
(i34,362)
i754
(i2)
i752
Amounts
reclassified to earnings
i—
i10,032
i—
i10,032
Net
current period other comprehensive (loss) income
(i34,362)
i10,786
(i2)
i10,784
Accumulated
other comprehensive loss allocated to noncontrolling interests during the period
i5
i13
i—
i13
Balance
at September 30
$
(i29,960)
$
i4,627
$
i—
$
i4,627
/
The
amounts reclassified out of foreign currency translation adjustment into earnings for the nine months ended September 30, 2021 related to the substantial liquidation of certain international subsidiaries.
At both September 30, 2022 and 2021, there was iino/
income tax benefit or provision on the accumulated other comprehensive (loss) income.
/i
NOTE 8—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, 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.
(a)
Includes intersegment eliminations related to digital performance marketing revenue of $i5.1 million and $i15.9
million for the three and nine months ended September 30, 2022.
(f) Other
comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.
(g) Dotdash Meredith includes restructuring charges of $i24.7 million and $i60.8
million and transaction-related expenses of $i0.8 million and $i6.0 million related to the acquisition
of Meredith for the three and nine months ended September 30, 2022, respectively. The restructuring charges for both the three and nine months ended September 30, 2022 include $ii7.0/ million
of impairment charges included in "Depreciation" in the statement of operations. See "Note 4—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-in-Control Payments" for additional information.
(h)The
Company's primary financial measure is Adjusted EBITDA, which is defined as operating income: excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.
The
following tables reconcile operating (loss) income for the Company's reportable segments and net (loss) earnings attributable to IAC shareholders to Adjusted EBITDA:
Unrealized gain on investment in MGM Resorts International
i42,523
Other
income, net
i19,678
Loss before income taxes
(i91,912)
Income
tax benefit
i26,065
Net loss
(i65,847)
Net
loss attributable to noncontrolling interests
i2,024
Net
loss attributable to IAC shareholders
$
(i63,823)
_____________________
(j)
Depreciation and amortization of intangibles for Dotdash Meredith for the three months ended September 30, 2022 reflect, in part, cumulative adjustments made to the fair value of leasehold improvements, equipment, buildings, capitalized software and intangible assets acquired in the Meredith acquisition.
(k) Includes stock-based compensation expense for awards denominated in the shares of certain subsidiaries of the Company.
Acquisition-related Contingent Consideration Fair Value Adjustments
Adjusted
EBITDA(h)
(In
thousands)
Dotdash Meredith
$
i44,383
$
i—
$
i1,706
$
i2,584
$
i—
$
i48,673
Angi
Inc.
(i47,595)
$
i20,390
$
i45,728
$
i12,616
$
i—
$
i31,139
Search
i74,059
$
i—
$
i28
$
i—
$
i—
$
i74,087
Emerging
& Other
(i23,946)
$
i75
$
i1,121
$
i29,342
$
i15,000
$
i21,592
Corporate(k)
(i114,618)
$
i37,339
$
i5,510
$
i—
$
i—
$
(i71,769)
Total
(i67,717)
Interest
expense
(i18,463)
Unrealized gain on investment in MGM Resorts International
i687,155
Other
income, net
i133,388
Earnings from continuing operations before income taxes
i734,363
Income
tax provision
(i151,046)
Net earnings from continuing operations
i583,317
Loss
from discontinued operations, net of tax
(i1,831)
Net
earnings
i581,486
Net loss attributable to noncontrolling interests
i3,089
Net
earnings attributable to IAC shareholders
$
i584,575
i
NOTE
9—PENSION AND POSTRETIREMENT BENEFIT PLANS
i
The following table presents the components of net periodic benefit costs for the pension and postretirement benefit plans the Company assumed in connection with the acquisition of Meredith:
Settlements
during the three and nine months ended September 30, 2022 triggered remeasurements of Meredith's funded pension plan in the U.S. The U.S. actuarial gain of $i2.6 million for the three months ended September 30, 2022 primarily relates to assumption changes due to increases in the discount rate and updates to participant census data. The U.S. actuarial loss of $i7.5 million
for the nine months ended September 30, 2022 primarily relates to the decline in the fair value of the pension plan's assets exceeding the decline in the plan liabilities, partially offset by the gain related to an annuity contract revaluation in the second quarter of 2022 and the gain in the third quarter of 2022 described above.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
On September 13, 2022, the board of directors of Meredith voted unanimously to freeze and terminate the U.S. funded pension plan effective December 31, 2022. As the plan amendment had not been executed as of the September 30, 2022 plan measurement date, the assumptions were developed on an ongoing plan basis. The amendment is expected to be fully executed in the fourth quarter of 2022, which will trigger a re-measurement loss at December 31, 2022 equal to the amount of cost expected to be incurred to settle the benefit obligations in excess of plan assets. The
Company is evaluating the amount of the loss and the date all obligations will be settled.
Settlements in the first and second quarter of 2022 triggered remeasurements of Meredith's funded pension plan in the United Kingdom ("U.K."), consisting of the IPC Pension Scheme. The actuarial loss of $i68.6 million for the nine months ended September 30, 2022 primarily relates to the decline in the fair value of
the IPC Pension Scheme's assets exceeding the decline in the plan liabilities, in each case due to higher interest rates.
On July 28, 2022, following approval by the trustees of Dotdash Meredith's IPC Pension Scheme, the IPC Pension Scheme entered into an insurance buy-in contract with a private limited life insurance company to insure the remaining portion of the IPC Pension Scheme covering all IPC Pension Scheme participants who were not covered by the insurance buy-in contract entered into in May 2020. The insurance contract is designed to provide payments equal to all future designated contractual
benefit payments to covered participants. The benefit obligation was not transferred to the insurer, and Dotdash Meredith remains responsible for paying pension benefits to the IPC Pension Scheme participants.
As a result of this transaction, the IPC Pension Scheme incurred an actuarial loss of approximately £i110 million, or $i119 million
based on the September 30, 2022 exchange rate. The net assets of the IPC Pension Scheme are included in "Other non-current assets" on the balance sheet, and at September 30, 2022 were $i130.7 million. As the IPC Pension Scheme did not require remeasurement for the quarter ended September 30, 2022, the actuarial loss will be recorded in the quarter ending December 31,
2022 as an expense within "Other income (expense), net" in the statement of operations. In addition, we will be refining the estimate of the actuarial loss.
Following this transaction, the IPC Pension Scheme owns itwo insurance contracts that are intended to insure i100%
of the future designated contractual benefit payments to all covered participants. The value of the annuity contracts and the liabilities with respect to insured participants are expected to match (i.e., the full benefits have been insured). As mentioned above, the benefit obligation was not transferred to the insurer, and Dotdash Meredith remains responsible for paying IPC Pension Scheme pension benefits. While Dotdash Meredith currently does not expect to be required to make additional contributions to the IPC Pension Scheme, this may change based upon future events or as additional information becomes available.
i
The
following table summarizes the weighted average expected return on plan assets used to determine the net periodic benefit costs at September 30, 2022, following the remeasurements during the nine months ended September 30, 2022, and December 31, 2021, respectively:
The
components of net periodic benefit costs, other than the service cost component, are included in "Other income (expense), net" in the statement of operations.
i
NOTE 10—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.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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. Included in the income tax benefit for the three months ended September 30, 2022 was a benefit of $i3.7 million due to a higher estimated annual effective tax rate from that applied to the second quarter’s year to date ordinary loss from continuing operations. The higher estimated annual
effective rate was primarily due to the reduced impact that forecasted nondeductible stock-based compensation expense had on the increase in forecasted ordinary pre-tax losses.
For the three and nine months ended September 30, 2022, the Company recorded an income tax benefit of $i26.1 million and $i325.5
million, respectively, which represents an effective income tax rate of i28% and i22%, respectively. For the three months ended September 30,
2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to the realization of a capital loss. For the nine months ended September 30, 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to state taxes, offset by the non-deductible portion of the Mosaic Group goodwill impairment charge. For the three and nine months ended September 30, 2021, the Company recorded an income tax provision of $i9.9
million and $i151.0 million, which represents an effective income tax rate of i14% and i21%,
respectively. For the three months ended September 30, 2021, the effective tax rate was lower than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by state taxes, nondeductible stock-based compensation expense, and foreign income taxed at different rates. For the nine months ended September 30, 2021, the effective income tax rate was the same as the statutory rate of 21% due to excess tax benefits generated by the exercise and vesting of stock-based awards, offset by an increase in the valuation allowance on beginning-of-the-year deferred tax assets related to the Spin-off and state taxes.
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.
On December 19, 2019, IAC/InterActiveCorp ("Old IAC") entered into a transaction agreement with Match Group, Inc. ("Old MTCH"), IAC Holdings, Inc. ("New IAC" or the "Company"), a direct wholly-owned subsidiary of Old IAC, and Valentine Merger Sub LLC, an indirect wholly-owned subsidiary of Old IAC. On June 30, 2020, the businesses of Old MTCH were separated from the remaining businesses of Old IAC through a series of transactions that resulted in the pre-transaction stockholders of Old IAC owning shares in two, separate public companies—(1) Old IAC, which was renamed Match Group, Inc. ("New Match") and which owns the businesses of Old MTCH and certain Old IAC financing subsidiaries,
and (2) New IAC, which was renamed IAC, and which owns Old IAC's other businesses—and the pre-transaction stockholders of Old MTCH (other than Old IAC) owning shares in New Match. This transaction is referred to as the "MTCH Separation."
The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax as a result of previously filed separate company and consolidated tax returns with Old IAC and for its tax returns filed on a standalone basis following the MTCH 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 substantially completed its audit of Old IAC’s federal
income tax returns for the years ended December 31, 2013 through 2019, which include the operations of the Company. 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.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At September 30, 2022 and December 31, 2021, unrecognized tax benefits, including interest and penalties, are $i18.2 million and $i18.0
million, respectively. Unrecognized tax benefits, including interest and penalties, at September 30, 2022 increased by $i0.2 million due primarily to research credits, offset by a reduction in foreign reserves. If unrecognized tax benefits at September 30, 2022 are subsequently recognized, $i17.1
million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 2021 was $i16.7 million. The
Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $i5.0 million by September 30, 2023 due to expected settlements of which $i4.9
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 September 30, 2022, the Company has a U.S. gross deferred tax asset of $i889.6
million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $i799.9 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $i89.7
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 $i91.2 million. The Company expects to generate sufficient future taxable income of at least $i434.1
million prior to the expiration of these NOLs, the majority of which expire between 2029 and 2036, to fully realize this deferred tax asset.
i
NOTE 11—(LOSS) EARNINGS PER SHARE
The Company treats its common stock and Class B common stock as one class of stock for net (loss) earnings per share ("EPS") purposes
as both classes of stock participate in earnings, dividends and other distributions on the same basis. The restricted stock award ("the CEO 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 CEO award.
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 (loss) earnings 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 (loss) earnings 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.
Net
loss (earnings) attributable to noncontrolling interests of continuing operations
i2,024
(i357)
i13,388
i3,275
Net
earnings attributed to unvested participating security
i—
(i1,938)
i—
(i18,494)
Impact
from public subsidiaries' dilutive securities(b)
i—
i91
i—
i245
Net
(loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders
$
(i63,823)
$
i58,843
$
(i1,168,751)
$
i568,343
Loss
from discontinued operations, net of tax
$
i—
$
i—
$
i—
$
(i1,831)
Net
earnings attributable to noncontrolling interests of discontinued operations
i—
i—
i—
(i186)
Net
loss attributed to unvested participating security
i—
i—
i—
i64
Net
loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders
$
i—
$
i—
$
i—
$
(i1,953)
Net
(loss) earnings attributable to IAC Common Stock and Class B common stock shareholders
$
(i63,823)
$
i58,843
$
(i1,168,751)
$
i566,390
Denominator:
Weighted
average basic IAC Common Stock and Class B common stock shares outstanding(a)
i86,022
i86,258
i86,515
i86,106
Dilutive
securities(b)(c)(d)
i—
i4,818
i—
i6,089
Denominator
for earnings per share—weighted average shares(b)(c)(d)
i86,022
i91,076
i86,515
i92,195
(Loss)
earnings per share:
(Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders
$
(i0.74)
$
i0.65
$
(i13.51)
$
i6.16
Loss
per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders
$
i—
$
i—
$
i—
$
(i0.02)
(Loss)
earnings per share attributable to IAC Common Stock and Class B common stock shareholders
$
(i0.74)
$
i0.65
$
(i13.51)
$
i6.14
_____________________
(a)
On November 5, 2020, IAC's CEO was granted a stock-based award in the form of i3.0 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 i10-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. For the three and nine months ended September 30, 2022, the Company had a loss from continuing operations and as a result these awards were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. For the three and nine months ended September 30, 2021 it was more dilutive for IAC to settle these Angi Inc. equity awards. The impact on net earnings relates to the settlement of Angi Inc.'s dilutive securities in IAC common shares.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(c)For the three and nine months ended September 30, 2022, the Company had a loss from continuing operations and, as a result, approximately ii8.0/
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 and nine months ended September 30, 2022.
(d)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, restricted stock units ("RSUs") and market-based awards ("MSUs"). For both the three and nine months ended September 30, 2021, ii3.0/
million potentially dilutive securities related to the CEO award were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.
i
NOTE 12—DISCONTINUED OPERATIONS
On May 25, 2021, IAC completed the Spin-off. Following the Spin-off, Vimeo became an independent, separately traded public
company. Therefore, Vimeo is presented as a discontinued operation within IAC's financial statements for all periods prior to May 25, 2021.
i
The components of the loss from discontinued operations for the period January 1, 2021 through May 25, 2021 in the statement of
operations consisted of the following:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
i
NOTE 13—FINANCIAL STATEMENT DETAILS
Cash and Cash Equivalents and Restricted Cash
ii
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:
Restricted
cash included in other non-current assets
i6,815
i1,193
i1,217
i449
Cash,
cash equivalents, and restricted cash included in current assets of discontinued operations
i—
i—
i—
i110,037
Total
cash and cash equivalents and restricted cash as shown on the statement of cash flows
$
i1,617,071
$
i2,121,864
$
i3,420,157
$
i3,477,110
//
Restricted
cash included in "Other current assets" in the balance sheet at September 30, 2022 primarily consists of cash held related to insurance programs at Bluecrew and Care.com.
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 IPC Pension Scheme the Company assumed in connection with the acquisition of Meredith.
Restricted cash included in "Other current assets" in the balance sheet at September 30, 2021 primarily consists of cash received from customers at Care.com’s payment solutions business, representing funds collected for payroll
and related taxes, which were not remitted as of the period end.
Restricted cash included in "Other current assets" in the balance sheet at December 31, 2020 primarily consists of funds collected from service providers for payments in dispute, which are not settled as of the period end, and cash reserved to fund insurance claims at Angi Inc.
Restricted cash included in "Other non-current assets" in the balance sheet at September 30, 2022 primarily consists of cash held in escrow related to the IPC Pension Scheme the Company assumed in connection with the acquisition of Meredith as well as deposits related to leases and an endorsement guarantee related to insurance at Angi Roofing.
Restricted
cash included in "Other non-current assets" in the balance sheet at December 31, 2021 consists of deposits related to leases and an endorsement guarantee related to insurance at Angi Roofing. Restricted cash included in "Other non-current assets" in the balance sheet for all other periods presented consists of deposits related to leases.
Credit Losses
i
The following table presents the changes in the allowance for credit losses for the nine
months ended September 30, 2022 and 2021, respectively:
Unrealized
increase in the estimated fair value of a warrant
i8,467
i47,075
i21,318
i102,331
Upward
(downward) adjustments to the carrying value of equity securities without readily determinable fair values
i8,245
i7,516
(i14,131)
i8,892
Net
periodic pension benefit credits (costs), other than the service cost component(a)
i1,871
i—
(i75,317)
i—
Unrealized
(loss) gain related to marketable equity securities
(i13,972)
i25,794
(i8,316)
i25,794
Foreign
exchange losses, net(b)
(i5,196)
(i858)
(i11,425)
(i11,976)
Realized
(loss) gain on the sale of a marketable equity security
i—
(i3,536)
i—
i7,174
Loss
on extinguishment of debt(c)
i—
i—
i—
(i1,110)
Other
(i355)
i310
i603
(i1,751)
Other
income (expense), net
$
i19,678
$
i79,539
$
(i63,048)
$
i133,388
_____________________
(a) Includes
a pre-tax actuarial gain of $i2.6 million for the three months ended September 30, 2022 related to Meredith's funded pension plan in the U.S. and a pre-tax actuarial loss of $i76.1
million for the nine months ended September 30, 2022 related to Meredith's funded pension plans in the U.K., consisting of the IPC Pension Scheme, and the U.S. See "Note 9—Pension and Postretirement Benefit Plans" for additional information.
(b) Includes $i10.0
million in foreign exchange losses primarily related to the substantial liquidation of certain foreign subsidiaries in the nine months ended September 30, 2021.
(c) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
i
NOTE 14—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 income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See "Note 10—Income Taxes" for additional information related to income tax contingencies.
i
NOTE
15—RELATED PARTY TRANSACTIONS
IAC and Angi Inc.
The Company and Angi Inc., in connection with the transaction resulting in the formation of Angi Inc. in 2017, entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement.
There were iino/
shares of Angi Inc. Class A or Class B common stock issued to IAC pursuant to the employee matters agreement during the three and nine months ended September 30, 2022. During 2022, there have been ino IAC equity awards held by Angi Inc. employees exercised or vested, and ino
exercises and settlements of Angi Inc. stock appreciation rights, that would require reimbursement to IAC in Angi Inc. Class A and Class B common stock.
For the three and nine months ended September 30, 2021, less than i0.1 million and i2.6
million shares, respectively, of Angi Inc. Class A common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain Angi Inc. stock appreciation rights.
For the three and nine months ended September 30, 2021, less than i0.1
million and i0.2 million shares, respectively, of Angi Inc. Class B common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Angi Inc. employees.
IAC and Vimeo
Following the Spin-off, the
relationship between IAC and Vimeo is governed by a number of agreements. These agreements 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 i10% of the voting interests in both IAC and Vimeo.
For the three and nine months ended September 30, 2022, Vimeo was charged $i0.1
million and $i0.3 million, respectively, by IAC for services rendered pursuant to the transition services agreement. For the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021, Vimeo was charged $i0.4 million
and $i0.6 million, respectively, by IAC for services rendered pursuant to the transition service agreement. At September 30, 2022 and December 31, 2021, there were iino/
outstanding receivables or payables pursuant to the transition services agreement.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Vimeo had an outstanding payable due to the
Company of $i6.4 million at December 31, 2021 related primarily to reimbursements due to the Company for the exercise of Vimeo equity awards held by employees of the Company and Vimeo's participation in the Company's employee benefit plans. This amount was included in “Other
current assets" in the balance sheet at December 31, 2021 and was paid in full in January 2022. At September 30, 2022, Vimeo had ino outstanding payable due to the Company.
For the three and nine months ended September 30, 2022, Vimeo was charged $i0.7
million and $i3.7 million, respectively, of rent pursuant to the lease agreements. For the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021, Vimeo was charged $i1.1
million and $i1.5 million, respectively, of rent pursuant to the lease agreements. At September 30, 2022, Vimeo had an outstanding payable due to the Company of $i0.2 million
pursuant to the lease agreements. This amount is included in "Other current assets" in the balance sheet at September 30, 2022 and is expected to be paid in the fourth quarter of 2022. At December 31, 2021, there were ino outstanding receivables due from Vimeo pursuant to the lease agreements.
IAC and Expedia
The
Company and Expedia each have a i50% ownership interest in ithree
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 i50% 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 and nine months ended September 30, 2022 and 2021, total payments made to this entity by the Company were not material.
In addition, in December 2021, the Company and Expedia entered into agreements pursuant to which Expedia may use additional aircraft owned by a subsidiary of the
Company on a cost basis. For the three and nine months ended September 30, 2022, total payments made by Expedia to the Company pursuant to this arrangement were not material.
i
NOTE 16—SUBSEQUENT EVENT
On November 9, 2022, the
Company completed the sale of Bluecrew, which is included in the Emerging & Other segment, to EmployBridge, a provider of light industrial staffing solutions, for cash and stock with the Company becoming a minority shareholder in the combined company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Acquisition
of Meredith
On December 1, 2021, Dotdash Media Inc. (formerly known as About Inc., and referred to herein as "Dotdash"), a wholly-owned subsidiary of IAC Inc. (formerly known as IAC/InterActiveCorp, referred to herein as "IAC"), completed the acquisition of Meredith Holdings Corporation ("Meredith"), which holds Meredith Corporation's national media business, consisting of its digital and magazine businesses, and its corporate operations. The parent of the combined entity is Dotdash Meredith, Inc. ("Dotdash Meredith").
Vimeo Spin-off
On May 25, 2021, IAC completed the spin-off of its full stake in Vimeo, Inc. (formerly Vimeo Holdings, Inc. ("Vimeo")) to IAC shareholders (which we refer to as the “Spin-off”). Following
the Spin-off, Vimeo became an independent, separately traded public company. Therefore, Vimeo is presented as a discontinued operation within IAC's financial statements for all periods prior to May 25, 2021.
Management Overview
IAC today is comprised of Dotdash Meredith, Angi Inc. and Care.com, as well as a number of other businesses ranging from early stage to established.
As used herein, "IAC," the "Company,""we,""our" or "us" and similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
For a more detailed description of the
Company's operating businesses, see "Description of IAC Businesses" included in "Item 1—Business" to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Defined Terms and Operating Metrics:
Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report, which include the principal operating metrics we use in managing our business, are defined below:
•Dotdash Meredith - one of the largest digital and print publishers in America. From mobile to magazines, nearly 200 million people trust us to help them make decisions, take action, and find inspiration. Dotdash Meredith's over 40 iconic brands include PEOPLE, Better Homes & Gardens, Verywell, FOOD & WINE, The Spruce, Allrecipes, Byrdie, REAL SIMPLE, Investopedia and Southern Living.
•Angi Inc. - a publicly traded company that connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and
landscaping. At September 30, 2022, the Company’s economic interest and voting interest in Angi Inc. were 84.3% and 98.2%, respectively.
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, which includes our direct-to-consumer downloadable desktop applications and our business-to-business partnership operations.
•Emerging & Other - consists
of:
•Care.com, a leading online destination for families to easily connect with caregivers for their children, aging parents, pets and homes and for a wide variety of caregivers to easily connect with families. Care.com's brands include Care For Business, Care.com offerings to enterprises, and HomePay;
•Mosaic Group, a leading developer and provider of global subscription mobile applications. Mosaic Group has a portfolio
of some of the largest and most popular applications in the following verticals: Communications (RoboKiller, TapeACall, Trapcall), Language (iTranslate, Grammatica), Weather (Clime: NOAA Weather Radar Live, Weather Live), Business (PDF Hero, Scan Hero), Health (Window - Intermittent Fasting) and Lifestyle(Blossom, Pixomatic); and
•Bluecrew,
Vivian Health, The Daily Beast, IAC Films, and Newco (an IAC incubator).
Dotdash Meredith
•Digital Revenue - consists principally of display advertising, performance marketing, and licensing and other revenue.
•Dotdash Display Advertising Revenue - primarily includes revenue generated from display advertisements sold both directly through our sales team and via programmatic exchanges.
•Dotdash Performance Marketing Revenue - primarily includes affiliate commerce and performance marketing commissions generated when
consumers are directed from our properties to third-party service providers. Affiliate commerce commissions are generated when a consumer completes a purchase or transaction. Performance marketing commissions are generated on a cost-per-click or cost-per-action basis.
•Print Revenue - primarily includes subscription, newsstand, advertising and performance marketing revenue.
Angi Inc.
•Angi Ads and Leads Revenue - primarily reflects domestic ads and leads revenue, including consumer connection revenue for consumer matches, revenue from service professionals under contract for advertising and membership subscription revenue from service professionals
and consumers.
•Angi Services Revenue - primarily reflects domestic revenue from pre-priced offerings by which the consumer purchases services directly from Angi Inc. and Angi Inc. engages a service professional to perform the service and includes revenue from Total Home Roofing, Inc. ("Angi Roofing"), which was acquired on July 1, 2021.
•Angi Service Requests ("Service Requests") - are fully completed and submitted domestic customer service requests and includes Angi Services requests in the period.
Operating Costs and Expenses:
•Cost of revenue - consists primarily of traffic acquisition
costs, which includes (i) payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications and (ii) the amortization of fees paid to Apple and Google related to the distribution of apps and the facilitation of in-app purchases of product features. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements. Cost of revenue also includes production, distribution and editorial costs at Dotdash Meredith, payments made to independent third-party service professionals who perform work contracted under Angi Services arrangements, compensation expense (including stock-based compensation expense) and other employee-related costs, roofing material and third-party contactor costs associated with Angi Roofing, credit card processing
fees, payments made to workers staffed by Bluecrew, hosting fees, and payments made to care providers for Care For Business.
•Selling and marketing expense - consists primarily of advertising expenditures, which include online marketing, including fees paid to search engines, social media sites, other online marketing platforms, app platforms and partner-related payments to those who direct traffic to the brands within our Angi Inc. segment, offline marketing, which is primarily television advertising, compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel, subscription acquisition costs related to Dotdash Meredith, and outsourced personnel and consulting costs.
•General and administrative expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions (except for Care.com, which includes customer service costs within "Cost of revenue" in the statement of operations), fees for professional services (including transaction-related costs related to the acquisition of Meredith, the Spin-off and other acquisitions and dispositions), provision for credit losses, rent expense and facilities cost, software license and maintenance costs, and acquisition-related contingent consideration fair value adjustments (described below). The customer service function at Angi Inc. includes personnel who provide support to its service professionals
and consumers.
•Product development expense -consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs and third-party contractor costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology and software license and maintenance costs.
•Acquisition-related contingent consideration fair value adjustments - relate to the portion of the purchase price of certain acquisitions that is contingent upon the financial performance and/or operating metric targets of the acquired company. The fair value of the liability is estimated at the date of acquisition and adjusted each reporting period until the
liability is settled. Significant changes in financial performance and/or operating metrics will result in a significantly higher or lower fair value measurement. The changes in the estimated fair value of the contingent consideration arrangements during each reporting period, including the accretion of the discount if the arrangement is longer than one year, are recognized in "General and administrative expense" in the statement of operations.
•Dotdash
Meredith Term Loan A - due December 1, 2026. The outstanding balance of the Dotdash Meredith Term Loan A is $336.9 million and $350.0 million at September 30, 2022 and December 31, 2021, respectively, and bore interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") plus 2.25% and 2.00%, or 4.86% and 2.15%, at September 30, 2022 and December 31, 2021, respectively. The Dotdash Meredith Term Loan A has quarterly principal payments.
•Dotdash Meredith Term Loan B - due December 1, 2028. The outstanding balance of the Dotdash
Meredith Term Loan B is $1.24 billion and $1.25 billion at September 30, 2022 and December 31, 2021, respectively, and bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 6.61% and 4.50%, at September 30, 2022 and December 31, 2021, respectively. The Dotdash Meredith Term Loan B has quarterly principal payments.
•Dotdash Meredith Revolving Facility - Dotdash Meredith's $150.0 million revolving credit facility expires on December 1, 2026. At September 30, 2022 and December 31, 2021, there were no outstanding
borrowings under the Dotdash Meredith Revolving Facility.
•ANGI Group Senior Notes - on August 20, 2020, ANGI Group, LLC ("ANGI Group"), a direct wholly-owned subsidiary of Angi Inc., issued $500 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year.
Non-GAAP financial measure:
•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") - is a non-GAAP financial measure. See "Principles of Financial Reporting"
for the definition of Adjusted EBITDA and a reconciliation of net (loss) earnings attributable to IAC shareholders to operating loss to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021.
Angi Inc.'s Brand Integration Initiative
In March 2021, ANGI Homeservices Inc. changed its name to Angi Inc. and updated one of its leading websites and brands, Angie’s List, to Angi, and since then, has concentrated its marketing investment in the Angi brand in order to focus its marketing, sales, and branding efforts on a single brand.
Angi Inc. relies heavily on free, or organic, search results from search engine optimization and paid search engine marketing to drive traffic to its websites. This brand integration initiative initially adversely affected the placement and ranking of Angi Inc. websites, particularly Angi.com, in organic search results. Angi Inc. has now passed the anniversary of the rebranding and organic search results continue to improve relative to the same period in 2021. Angi Inc. expects this positive trend to continue. However, organic search results are still below pre-March 2021 levels. The shift of marketing to support Angi, away from HomeAdvisor, powered by Angi, has
had and continues to have a negative effect on the efficiency of its search engine marketing efforts. Angi Inc. will continue to optimize the efficiency and conversion of marketing to HomeAdvisor to maintain profitable demand generation to that domain for the foreseeable future but they do expect the trend of declining traffic to continue due to sustained marketing emphasis in favor of Angi.
Angi Services Investment
Angi Services was launched in August 2019, and Angi Inc. has invested and continues to invest significantly in Angi Services since then. Angi Inc.'s investment in Angi Services peaked in the first quarter of 2022. As a result, on a sequential basis, the negative impact on profits has declined in each quarter of 2022 and is expected to decline in the fourth quarter of 2022 relative to the third quarter. On a year-over-year basis, the positive impact on profits began in
the third quarter of 2022 and Angi Inc. expects that positive year-over-year trend to continue in the fourth quarter of 2022 and into 2023.
Dotdash Meredith Restructuring Charges
In the first quarter of 2022, Dotdash Meredith announced its plans to discontinue certain print publications and the shutdown of PeopleTV to focus the portfolio and further enable investments toward digital growth. The discontinued print publications consist of Entertainment Weekly, InStyle, EatingWell, Health, Parents, and People en Español, with the April 2022 issues as the final print editions, and Martha Stewart Living, with the May 2022 issue as the final print edition. Dotdash Meredith also announced a voluntary retirement program in the first quarter of
2022 to its employees who met certain age and service requirements. In addition, actions were taken to improve efficiencies following the Meredith acquisition, including vacating leased office space.
For the three and nine months ended September 30, 2022, the Company incurred $24.7 million and $60.8 million, respectively, of related restructuring charges, including $3.4 million and $36.5 million, respectively, of severance and related costs. The restructuring charges for both the three and nine months ended September 30, 2022 include $21.3 million of impairment charges related to the consolidation of certain leased spaces following the Meredith acquisition; $14.3 million related to the impairment of a right-of-use asset ("ROU
asset"), which is included in "General and administrative expense," and $7.0 million related to the impairment of leasehold improvements and furniture and equipment, which is included in "Depreciation" 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 expires on March 31, 2024 and provides for an automatic renewal for an additional one-year period absent a notice of non-renewal from either party on or before March 31, 2023. 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 attributable to continuing operations that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.
For the three and nine months ended September 30, 2022, total revenue earned from Google was $161.6 million and $524.3 million, respectively, representing 12% and 13%, respectively, of the
Company's revenue. The total revenue earned from the Services Agreement for the three and nine months ended September 30, 2022 was $117.3 million and $386.6 million, respectively, representing 9% and 10%, respectively, of the Company's total revenue. For the three and nine months ended September 30, 2021, total revenue earned from Google was $185.6 million and $527.0 million, respectively, representing 20% and 21%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three and nine months ended September 30, 2021 was $168.0 million and $471.3 million,
respectively, representing 18% and 19%, respectively, of the Company's total revenue. The related accounts receivable totaled $58.3 million and $89.1 million at September 30, 2022 and December 31, 2021, respectively.
The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, both within the Search segment. For the three and nine months ended September 30, 2022, revenue earned from the Services Agreement was $97.3 million and $315.4 million, respectively, within Ask Media Group and $20.0 million and $71.2 million, respectively, within the Desktop business. For the three and nine months ended September 30,
2021, revenue earned from the Services Agreement was $137.9 million and $382.5 million, respectively, within Ask Media Group and $30.1 million and $88.8 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.
Certain industry-wide policy changes became effective on August 27, 2020. These industry-wide changes, combined with increased enforcement of policies under the Services Agreement, have had a negative impact on the results of operations of the B2C business. During the fourth quarter of 2020, Google suspended services with
respect to some B2C's products and may do so with respect to other products in the future. As a result, the B2C business elected to modify certain marketing strategies in early January 2021. Subsequently, Google informed us of another policy change in the first quarter of 2021 that became effective on May 10, 2021. We anticipated that this Google policy change would eliminate our ability to successfully introduce and market new B2C products that would be profitable. Therefore, we undertook cost reduction measures and effectively eliminated all marketing of B2C products beginning in March 2021. This elimination of marketing positively impacted profitability starting in the second quarter of 2021 because revenue from B2C products is earned over multiple periods beyond just the period in which the initial marketing is incurred. Following the cessation of the introduction of new products in March 2021, the B2C revenue
stream relates solely to the then existing installed base of products. We expect future revenue and profits of the B2C business to continue to decline significantly.
COVID-19 Update
The impact on the Company from the COVID-19 pandemic and the measures designed to contain its spread continues to have a negative impact on year-over-year financial performance at Angi Inc. and Dotdash Meredith.
As previously disclosed, the impact
of COVID-19 on the businesses in IAC's Angi Inc. segment initially resulted in a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects). While these businesses experienced a rebound in service requests from mid-2020 through early 2021, service requests started to decline in May 2021 and have continued to decline during 2022 due, in part, to COVID-19 measures that were more widely in place in prior periods. Angi Inc.'s ability to monetize service requests rebounded modestly in the second half of 2021 and the first half of 2022, however, that improved monetization plateaued in the third quarter of 2022 and is now in line with monetization rates experienced pre-COVID-19.
Dotdash Meredith
Traffic to Dotdash’s sites is down relative to last year when COVID-19 measures were still more
widely in place. As a result, digital advertising and performance marketing revenue at Dotdash, excluding Meredith, declined compared to 2021 due to lower traffic to its sites compared to prior year COVID-19 traffic highs. Post acquisition, Meredith has experienced a similar impact to its digital advertising revenue.
Future Outlook
The extent to which developments related to the COVID-19 pandemic and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the continuing spread of COVID-19, the severity of resurgences
of COVID-19 caused by variant strains of the virus, the effectiveness of vaccines and attitudes toward receiving them, materials and supply chain constraints, labor shortages, the scope of governmental and other restrictions on travel, discretionary services and other activity, and public reactions to these developments.
•Dotdash Meredith revenue increased 617% to $467.1 million due to the contribution of $407.9 million from Meredith, acquired December 1, 2021, partially offset by a decrease of $5.4 million, or 13%, in Dotdash Display Advertising Revenue. The decrease in Dotdash Display Advertising Revenue was due primarily to a decrease in advertising sold through our sales team and lower programmatic rates.
•Angi Inc. revenue increased 8% to $498.0 million driven by increases of $21.6 million, or 7%, in Angi Ads and
Leads Revenue and $14.5 million, or 12%, in Angi Services Revenue. The increase in Angi Ads and Leads Revenue was due primarily to price increases implemented during the second quarter of 2022. The increase in Angi Services Revenue was due primarily to organic growth, partially offset by a decrease of $11.4 million in revenue from Angi Roofing.
•Search revenue decreased 31% to $156.7 million due to decreases of $58.5 million, or 30%, from Ask Media Group and $13.2 million, or 38%, from Desktop. The decrease in Ask Media Group revenue was due to a reduction in marketing from affiliate partners resulting in decreased visitors to ad supported search and content websites. The decrease in Desktop revenue was due primarily to the Google policy changes announced in the prior year described
above under "Services Agreement with Google (the "Services Agreement")."
•Emerging & Other revenue increased 7% to $180.8 million due primarily to a 13% increase in revenue at Care.com, an increase of $8.2 million at IAC Films due to Everything Everywhere All at Once and growth of 77% from Vivian Health, partially offset by lower revenue at Mosaic Group and the Daily Beast.
•Dotdash Meredith revenue increased 615% to $1.5 billion due to the contribution of $1.3 billion from Meredith, acquired December
1, 2021, partially offset by decreases of $8.9 million, or 11%, in Dotdash Performance Marketing Revenue and $3.1 million, or 3%, in Dotdash Display Advertising Revenue. The decrease in Dotdash Performance Marketing Revenue was due to primarily to declines in both affiliate commerce commission revenue and performance marketing commission revenue due primarily to lower traffic to its sites compared to the prior year COVID-19 traffic highs. The decrease in Dotdash Display Advertising Revenue was due to the factors described above in the three-month discussion.
•Angi Inc. revenue increased 14% to $1.4 billion driven by increases
of $151.0 million, or 62%, in Angi Services Revenue and $31.1 million, or 3%, in Angi Ads and Leads Revenue, partially offset by a decrease of $1.7 million, or 3%, at the European businesses. The increase in Angi Services Revenue was due primarily to organic growth and to a lesser extent, $67.9 million in revenue attributable to Angi Roofing, acquired July 1, 2021. The increase in Angi Ads and Leads Revenue is due primarily to price increases implemented during the second quarter of 2022 and the anniversary of the initial impact of the brand integration that began in March 2021. The revenue decrease at the European businesses was due to the unfavorable impact of the strengthening of the U.S. dollar relative to the Euro and British Pound.
•Search revenue decreased 2% to $578.3 million due to a decrease of $27.6 million, or 26%, from Desktop, partially
offset by growth of $12.8 million, or 3%, from Ask Media Group. The decrease in Desktop revenue was due primarily to the factor described above in the three-month discussion. The increase in Ask Media Group revenue was due primarily to higher marketing driving increased visitors to ad supported search and content websites in the first half of 2022.
•Emerging & Other revenue increased 7% to $508.9 million due primarily to a 13% increase in revenue at Care.com and growth from Vivian Health and Bluecrew, partially offset by lower revenue at Mosaic Group and the Daily Beast.
Cost of revenue(exclusive of depreciation shown separately below)
Cost of revenue in 2022 increased from 2021 due to an increase of $182.6 million from Dotdash Meredith, partially offset by a decrease of $78.5 million from Search.
•The Dotdash Meredith increase was due primarily to $179.0 million of expense from the inclusion of Meredith and an increase of $4.2 million in compensation expense related to increased editorial headcount at Dotdash.
•The Search decrease was due primarily to a decrease of $78.3 million in traffic acquisition costs at Ask Media Group resulting from the decrease in revenue.
Cost of revenue in 2022 increased from 2021 due to increases of $578.6 million from Dotdash Meredith and $112.8 million from Angi Inc., partially offset by a decrease of $25.9 million from Search.
•The Dotdash Meredith increase was due primarily to $567.5 million of expense from the inclusion of Meredith and an increase of $12.0 million in compensation expense related to increased editorial headcount at Dotdash. Included in Meredith's expense is $17.9 million of restructuring costs primarily related to the reorganization of the Dotdash Meredith business described above under "Dotdash Meredith
Restructuring Charges."
•The Angi Inc. increase was due primarily to $55.2 million of costs attributable to growth at Angi Services and $53.7 million of costs attributable to the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year. The increase at Angi Services was due primarily to organic growth, including costs incurred for third-party service professionals for other Angi Services arrangements. The increase at Angi Roofing was due primarily to costs incurred for roofing materials and third-party contractors.
•The
Search decrease was due primarily to a decrease in traffic acquisition costs of $40.9 million at Ask Media Group, partially offset by an increase in traffic acquisition costs of $16.8 million at Desktop. The decrease in traffic acquisition costs at Ask Media Group was due primarily to a decrease in the proportion of revenue earned from partners who direct traffic to our websites. The increase in traffic acquisition costs at Desktop was a result of unfavorable revenue share rates resulting in higher revenue share payments compared to the prior year.
Selling and marketing expense in 2022 increased
from 2021 due to increases of $122.6 million from Dotdash Meredith, $18.4 million from Search and $5.8 million from Emerging and Other.
•The Dotdash Meredith increase was due principally to $120.3 million of expense from the inclusion of Meredith.
•The Search increase was due primarily to an increase of $20.8 million in online marketing at Ask Media Group, partially offset by a decrease of $3.6 million at Desktop as it eliminated all marketing of its B2C products beginning in early March 2021 due primarily to the Google policy changes in the fourth quarter of 2020 and the first quarter of 2021 described above under "Certain Risks and Concentrations—Services Agreement
with Google (the "Services Agreement"). The increase at Ask Media Group was due primarily to increases in both search engine marketing and ad placement spend on social media sites.
•The Emerging & Other increase was due primarily to increases of $3.7 million in marketing spend at IAC Films, $3.2 million and $1.3 million in compensation expense at Care.com and Vivian Health, respectively, partially offset by decreases of $2.8 million in advertising expense at Mosaic Group and $2.4 million in online marketing at Care.com. The increase in marketing spend at IAC Films was related to Everything Everywhere All at Once. The increase in compensation expense at both Care.com and Vivian Health was due primarily to higher headcount.
Selling and marketing expense in 2022 increased from 2021 due to increases of $415.2 million from Dotdash Meredith, $28.8 million from Emerging & Other, $28.7 million from Angi Inc., and $22.2 million from Search.
•The Dotdash Meredith increase was due principally to $410.4 million of expense from the inclusion of Meredith. Included in Meredith's expense is $10.3 million of restructuring costs primarily related to the reorganization of the Dotdash Meredith business described above under "Dotdash Meredith Restructuring Charges."
•The
Emerging & Other increase was due primarily to increases of $8.2 million in compensation expense and $4.8 million in online marketing at Care.com, $3.7 million in marketing spend at IAC Films, $3.5 million in compensation expense and $1.9 million in online marketing at Vivian Health and $1.8 million in outsourced personnel costs at Bluecrew. The increases at Care.com, IAC Films and Vivian Health are due to the factors described above in the three-month discussion.
•The Angi Inc. increase was due primarily to expense of $10.0 million from the inclusion of Angi Roofing for nine months in the current year compared to three months
in the prior year, and increases in advertising expense of $7.2 million, professional fees of $4.4 million, software maintenance costs of $4.0 million and compensation expense of $2.5 million partially offset by a decrease in lease expense of $4.2 million. The increase in advertising expense was due primarily to an increase of $20.2 million in search engine marketing spend, partially offset by decreases of $11.4 million in app platforms and service professional marketing, and $1.6 million in television spend. The increase in search engine marketing spend was due to the continued brand integration initiative at the beginning of 2022 and increased costs to obtain service requests later in 2022. The decrease in fees paid to app platforms and service professional marketing was due primarily to the investment in Angi Services in 2021 as compared to 2022. The decrease in television spend in 2022 reflects the return to historical spending levels in 2021 as compared to the
shift to online marketing from television marketing. The increase in professional fees was due primarily to an increase in consulting costs for creative advertising agencies. The increase in software maintenance costs was due primarily to general maintenance. The increase in compensation expense was due primarily to an increase in wage-related expense from higher headcount, partially offset by a decrease in commissions expense. The decrease in lease expense was as a result of Angi Inc. reducing its real estate footprint in 2021.
•The Search increase was due primarily to an increase of $44.1 million in online marketing at Ask Media Group, partially offset by a decrease of $22.7 million at Desktop. The increase at Ask Media Group and the decrease at Desktop are due to the factors described above in the three-month
discussion.
General and administrative expense in 2022 increased from 2021 due to increases
of $57.5 million from Dotdash Meredith and $25.2 million from Angi Inc., partially offset by a decrease of $9.8 million from Emerging & Other.
•The Dotdash Meredith increase was due primarily to $43.0 million of expense from the inclusion of Meredith, a $14.3 million impairment of a ROU asset related to the consolidation of certain leased spaces following the Meredith acquisition, and an increase of $3.3 million in compensation expense, partially offset by a decrease of $5.5 million in professional fees at Dotdash. During the third quarter of 2022, Dotdash Meredith incurred $15.7 million in restructuring costs, including the $14.3 million impairment described above, related to the
reorganization of Dotdash Meredith's business described above under "Dotdash Meredith Restructuring Charges." The increase in compensation expense at Dotdash was due primarily to an increase in stock-based compensation expense. The decrease in professional fees was due to the inclusion in 2021 of $5.5 million of transaction-related costs in connection with the Meredith transaction.
•The Angi Inc. increase was due primarily to increases of $10.9 million in the provision for credit losses, $7.8 million in compensation expense and $6.3 million in legal expense. The increase in the provision for credit losses was due primarily to higher Angi Ads and Leads revenue. The increase in compensation expense was due primarily to increases in wage-related expense of $4.2 million and stock-based compensation expense of $3.0 million. The increase in wage-related
expense was due primarily to an increase in headcount and the increase in stock-based compensation expense was primarily due to the acceleration of stock-based awards related to management departures in the third quarter of 2022, and new awards granted. The increase in legal expense is due primarily to accruals for certain legal matters in the current quarter.
•The Emerging & Other decrease was due primarily to the inclusion in 2021 of expense of $15.0 million in an acquisition-related contingent consideration fair value adjustment related to a change in estimate of the liability related to the amount of contingent consideration to be paid out in connection with a previous Mosaic Group acquisition.
General and administrative expense in 2022 increased from 2021 due to increases of $175.3 million from Dotdash Meredith, $58.8 million from Angi Inc., and $3.1 million from Emerging & Other, partially offset by a decrease of $4.6 million from Corporate.
•The Dotdash Meredith increase was due primarily to $149.8 million of expense from the inclusion of Meredith, a $14.3 million impairment described above in the three-month discussion related to the consolidation of certain leased
spaces following the Meredith acquisition, and an increase of $10.6 million in compensation expense, partially offset by a decrease of $4.7 million in professional fees at Dotdash. During the first nine months of 2022, Dotdash Meredith incurred $24.6 million in restructuring costs, including the $14.3 million impairment described above, related to the reorganization of Dotdash Meredith's business described above under "Dotdash Meredith Restructuring Charges" and $5.8 million in transaction-related costs, of which $4.9 million was incurred at Meredith, associated with its acquisition. The increase in compensation expense and the decrease in professional fees at Dotdash are due to the factors described above in the three-month discussion.
•The
Angi Inc. increase was due primarily to increases of $22.7 million in compensation expense, $14.2 million in the provision for credit losses, $12.0 million of expense from the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year, increases of $6.3 million in legal expense, $6.2 million in professional fees and $5.5 million in software and maintenance costs, partially offset by a decrease of $8.2 million of impairment charges of ROU assets and related leasehold improvements and furniture and equipment. The increase in compensation expense was due primarily to increases in stock-based compensation expense of $14.4 million and wage-related expense of $12.8 million, partially offset by a $6.0 million charge in the first quarter of 2021, related to the acquisition of an additional 21% interest in MyBuilder at a premium to fair value. The increase in stock-based compensation expense was due primarily to the reversal of
previously recognized expense related to unvested awards that were forfeited due to management departures in the first quarter of 2021, the acceleration of stock-based awards related to management departures in the third quarter of 2022, and new awards granted. The increases in wage-related expense, provision for credit losses and legal expense were due primarily to the factors described above in the three-month discussion. The increase in professional fees was due primarily to outsourced personnel costs and legal fees. The increase in software licenses and maintenance costs was due primarily to increased investment in software to support Angi Inc.'s customer service function. The decrease in impairments of ROU assets and related leasehold improvements and furniture and equipment was due primarily to charges of $2.3 million in 2022 relative to $9.6 million in 2021, primarily due to Angi Inc. reducing its real estate
footprint in 2021.
•The Emerging & Other increase was due primarily to a $7.1 million charge at Vivian Health related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in the second quarter of 2022 and increases of $3.5 million in professional fees at Newco (an IAC incubator) and $1.8 million in software maintenance at Care.com,partially offset by the inclusion in 2021 of $15.0 million of expense in an acquisition-related contingent consideration fair value adjustment at Mosaic Group, as described above in the three-month discussion, and a gain of $3.2 million at Care.com related to the termination of a lease in the first quarter of 2022.
•The
Corporate decrease was due primarily to the inclusion in 2021 of $6.1 million of transaction-related costs in connection with the Spin-off.
Product development expense in 2022 increased from 2021 due to increases of $68.9 million from Dotdash Meredith and $18.0 million from Emerging & Other, partially offset by a decrease of $4.6 million from Search.
•The
Dotdash Meredith increase was due primarily to $64.8 million of expense from the inclusion of Meredith and an increase of $4.2 million in compensation expense at Dotdash due primarily to an increase in headcount.
•The Emerging & Other increase was due primarily to increases of $7.5 million in compensation expense and $3.4 million in outsourced personnel costs at Care.com, and a $2.4 million charge at Vivian Health related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in the second quarter of 2022. The increase in compensation expense at Care.com was due primarily to higher headcount. The increase in outsourced personnel costs at Care.com was due primarily to enhancing existing product offerings and developing new products.
•The
Search decrease was due primarily to a decrease of $5.4 million in compensation expense due primarily to the reduction in headcount following the cessation of new B2C products described above under "Services Agreement with Google (the "Services Agreement")."
Depreciation increased in 2022 from 2021 due primarily to the impairment of leasehold improvements and furniture and equipment at Dotdash Meredith of $7.0 million related to the consolidation of certain leased spaces, as described above under "Dotdash Meredith Restructuring Charges" and an increase in expense of $3.1 million at Angi Inc. due primarily to investments in capitalized software.
Depreciation
increased in 2022 from 2021 due primarily to $31.4 million of expense from the inclusion of Meredith and the factors described above in the three-month discussion.
Operating
loss increased $92.6 million to $124.7 million, despite the increase of $24.5 million in Adjusted EBITDA, described below, due primarily to increases of $106.7 million in amortization of intangibles, $15.7 million in stock-based compensation expense, and $9.8 million in depreciation, partially offset by the inclusion in 2021 of $15.0 million of expense related to an acquisition-related contingent consideration fair value adjustment. The increase in the amortization of intangibles was due primarily to the acquisition of Meredith, partially offset by lower expense at Care.com due to certain intangible assets becoming fully amortized. The increase in stock-based compensation expense was due primarily to new awards granted, the forfeiture of certain equity awards in 2021 and the acceleration of awards related to management departures in the third quarter of 2022. The increase in depreciation was due primarily to the
impairment of leasehold improvements and furniture and equipment at Dotdash Meredith of $7.0 million related to the consolidation of certain leased spaces, as described above under "Dotdash Meredith Restructuring Charges" and an increase in expense of $3.1 million at Angi Inc. due primarily to investments in capitalized software.
Operating loss decreased $331.9 million to $399.6 million due primarily to an increase of $189.5 million in amortization of intangibles, a goodwill impairment of $86.7 million at Mosaic Group in the second quarter of 2022, increases of $34.7 million in stock-based compensation expense and $32.8 million in depreciation, and a decrease
in Adjusted EBITDA of $3.9 million, described below, partially offset by a change in acquisition-related contingent consideration fair value adjustments (income of $0.6 million in 2022 compared to expense of $15.0 million in 2021). The goodwill impairment at Mosaic Group is a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The increase in amortization of intangibles was due to the factors described above in the three-month discussion. The increase in depreciation was due primarily to expense from the inclusion of Meredith and factors described above in the three-month discussion. The increase in stock-based compensation expense was due primarily to the reversal of previously recognized stock-based compensation expense due to forfeitures from management departures in 2021, the acceleration of awards related to management departures in the third
quarter of 2022 and new awards granted since the first quarter of 2021.
At September 30, 2022, Mosaic Group has goodwill of $153.6 million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent
the carrying value exceeds the fair value.
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 approximately $644.5 million.
At September 30, 2022, there was $349.6 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 4.6 years.
•Dotdash Meredith Adjusted EBITDA increased 280% to $31.2 million, due to higher revenue, partially
offset by $17.7 million in restructuring charges and $0.8 million in transaction-related costs associated with the Meredith acquisition described above under "Dotdash Meredith Restructuring Charges."
•Angi Inc. Adjusted EBITDA increased $10.5 million to $22.9 million, due to higher revenue, partially offset by an increase of $25.2 million in general and administrative expense, which is described above.
•Search Adjusted EBITDA decreased $10.9 million to $19.1 million due to a decrease in Ask Media Group revenue and an increase in online marketing, partially offset by a decrease in traffic acquisitions costs.
•Emerging & Other Adjusted EBITDA decreased $0.3 million to $2.4 million due
primarily to increased losses at Bluecrew, the Daily Beast and Newco and lower profits at Mosaic Group, partially offset by increased profits at Care.com.
•Corporate Adjusted EBITDA loss decreased 10% to $20.8 million due primarily to lower wage-related expense.
•Dotdash Meredith Adjusted EBITDA increased 62% to $78.9 million, due to higher revenue, partially offset by $53.8 million in restructuring charges and $6.0 million in transaction-related costs associated with the Meredith acquisition described above under "Dotdash Meredith Restructuring Charges."
•Angi Inc. Adjusted EBITDA decreased 6% to $29.4 million, despite higher revenue, due to an increase of $112.8 million in cost of revenue due primarily to the growth of Angi Services, including $53.7 million of costs attributable to the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year, and an increase of $7.2 million in advertising expense, due primarily to the consolidation under a single brand on March 17, 2021, which has adversely affected both free and paid search engine marketing efforts.
•Search Adjusted EBITDA decreased $3.6 million to $70.5 million due primarily to a decrease in Desktop revenue and an increase in traffic acquisition costs as a result of unfavorable revenue share rates resulting in
higher revenue share payments compared to the prior year, partially offset by higher revenue from Ask Media Group.
•Emerging & Other Adjusted EBITDA decreased $35.3 million to a loss of $13.7 million due primarily to a $9.8 million charge at Vivian Health related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in the second quarter of 2022, lower profits at Mosaic Group and IAC Films and increased losses at Newco, Bluecrew and the Daily Beast, partially offset by higher profits at Care.com.
•Corporate Adjusted EBITDA loss decreased 9% to $65.2 million due primarily to the inclusion in 2021 of $6.1 million of transaction-related costs in connection with the Spin-off.
Interest expense in 2022 increased from 2021 due primarily to the Dotdash Meredith Term Loans, partially offset by the repayment of the ANGI Group Term Loan during the second quarter of 2021 and the write-off of deferred debt issuance costs associated with the termination of the ANGI Group Revolving Facility in August 2021.
Unrealized gain (loss) on investment in MGM Resorts International
During the three months ended September 30, 2022 and 2021, the Company recorded unrealized pre-tax gains of $42.5 million and $29.5 million, respectively. In the third quarter of 2022, the Company purchased an additional 1.2 million shares of MGM for $41.8 million.
During the nine months ended September 30, 2022 and 2021, the Company recorded an unrealized pre-tax loss of $970.1 million and an unrealized pre-tax gain of $687.2 million, respectively. In the first and third quarters of 2022, the Company purchased a total of 5.7 million additional shares of MGM for $244.3 million. Following these purchases, the Company owns approximately 64.7 million shares, representing a 16.9%ownership interest in MGM as ofOctober 31,
2022.
Unrealized increase in the estimated fair value of a warrant
8,467
47,075
21,318
102,331
Upward
(downward) adjustments to the carrying value of equity securities without readily determinable fair values
8,245
7,516
(14,131)
8,892
Net periodic pension benefit credits (costs), other than the service cost component(a)
1,871
—
(75,317)
—
Unrealized
(loss) gain related to marketable equity securities
(13,972)
25,794
(8,316)
25,794
Foreign exchange losses, net(b)
(5,196)
(858)
(11,425)
(11,976)
Realized
(loss) gain on the sale of a marketable equity security
—
(3,536)
—
7,174
Loss on extinguishment of debt(c)
—
—
—
(1,110)
Other
(355)
310
603
(1,751)
Other
income (expense), net
$
19,678
$
79,539
$
(63,048)
$
133,388
$ Change
$
(59,861)
$
(196,436)
%
Change
(75)
%
NM
_____________________
(a) Includes a pre-tax actuarial gain of $2.6 million for the three months ended September 30, 2022 related to Meredith's funded pension plan in the U.S. and a pre-tax actuarial loss of $76.1 million for the nine months ended September 30, 2022 related to Meredith's funded pension plans in the U.K., consisting of the IPC Pension Scheme, and the U.S. See "Note
9—Pension and Postretirement Benefit Plans" for additional information.
(b) Includes $10.0 million in foreign exchange losses primarily related to the substantial liquidation of certain foreign subsidiaries in the nine months ended September 30, 2021.
(c) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021.
In 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to the realization of a capital loss.
In 2021, the effective income tax rate was lower than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by state taxes, nondeductible stock-based compensation expense and foreign income taxed at different rates.
In 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to state taxes, offset by the non-deductible portion of the Mosaic Group goodwill impairment charge.
In 2021, the effective income tax rate was the same as the statutory rate of 21% due to excess tax benefits generated by the exercise and vesting of stock-based awards, offset by an increase in the valuation allowance on beginning-of-the-year deferred tax assets related to the Spin-off and state taxes.
Net loss (earnings) attributable to noncontrolling interests
Net
loss (earnings) attributable to noncontrolling interests
$
2,024
$
2,381
NM
$
(357)
$
13,388
$
10,299
333%
$
3,089
Net
loss (earnings) attributable to noncontrolling interests in 2022 and 2021 primarily represents the publicly-held interest in Angi Inc.'s (losses) earnings. Net loss attributable to noncontrolling interests in 2022 also include a third-party interest in a subsidiary that holds two marketable equity securities that the Company recorded net unrealized losses on in 2022. Net (earnings) loss attributable to non-controlling interests in 2021 includes unrealized gains related to one of the investments that went public in the third quarter of 2021.
The Company reports Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses and our internal budgets are based and may impact management compensation. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. The Company endeavors to compensate for
the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") 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. We believe this measure
is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
The following table reconciles net (loss) earnings attributable to IAC shareholders to operating loss to Adjusted EBITDA:
Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure
Stock-based
compensationexpense consists of expense associated with awards that were granted under various IAC stock and annual incentive plans and expense related to awards issued by certain subsidiaries of the Company. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base; we also include the related shares in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. The Company is currently settling all stock-based awards on a net basis; IAC remits the required tax-withholding amounts for net-settled awards from its current funds.
Depreciation
is a non-cash expense relating to our capitalized software, equipment, buildings and leasehold improvements and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as advertiser relationships, technology, licensee relationships, content, trade names, service professional relationships, customer lists and user base, and subscriber relationships, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise
trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report contingent consideration liabilities at fair value. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or the ongoing cost of doing business.
Operating activities attributable to continuing operations
$
(101,493)
$
209,629
Investing
activities attributable to continuing operations
$
(294,148)
$
(216,553)
Financing activities attributable to continuing operations
$
(101,239)
$
(369,105)
Net cash provided by operating activities attributable to continuing operations consists of net earnings adjusted for non-cash items, and the effect of changes in working capital. Non-cash adjustments include the unrealized
loss (gain) on the investment in MGM, deferred income taxes, amortization of intangibles, unrealized increase in the estimated fair value of a warrant, stock-based compensation expense, provision for credit losses, depreciation, goodwill impairment, pension and postretirement benefit expense, non-cash lease expense (including ROU asset impairments), and net losses (gains) on investments in equity securities.
2022
Adjustments to net losses attributable to continuing operations consist primarily of an unrealized loss on the investment in MGM of $970.1 million, amortization of intangibles of $234.0 million, stock-based compensation expense of $92.5 million, provision of credit losses of $87.7 million, depreciation of $86.9 million, goodwill impairment of $86.7 million, pension and postretirement benefit expense of $78.1 million, non-cash lease expense (including ROU asset impairments)
of $56.9 million, and net losses on investments in equity securities of $10.1 million, partially offset by deferred taxes of $333.2 million and an unrealized increase in the estimated fair value of a warrant of $21.3 million. The decrease from changes in working capital include decreases in accounts payable and other liabilities of $244.4 million and operating lease liabilities of $47.7 million. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation due, in part, to change-in-control payments, partially offset by an increase in restructuring charges, at Dotdash Meredith, a decrease in accrued traffic acquisition costs and related payables at Search, a payment of pre-acquisition income tax indemnification liabilities at Dotdash Meredith, and a decrease in accounts payable at Dotdash Meredith due primarily to timing of payments and lower spend due to the discontinuation of certain print publications. The
decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.
Net cash used in investing activities attributable to continuing operations includes $244.3 million for the purchase of 5.7 million additional shares of MGM and capital expenditures of $112.8 million primarily related to investments in capitalized software at Angi Inc., Care.com, and Dotdash Meredith to support its products and services, partially offset by net proceeds from the sale of certain businesses and investments of $41.3 million, and a decrease in notes receivable of $19.5 million.
Net cash used in financing activities attributable to continuing operations includes the repurchase of 1.1 million shares of IAC Class A common stock, on a settlement date basis, for $85.3 million at an average price of $77.44 per share, principal payments on Dotdash Meredith Term Loan A and Dotdash
Meredith Term Loan B of $22.5 million, withholding taxes paid on behalf of IAC employees for stock-based awards that were net settled of $17.1 million, the repurchase of 1.0 million shares of Angi Inc. Class A common stock, on a settlement date basis, for $8.1 million at an average price of $7.80 per share, and withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $5.6 million, partially offset by proceeds from the issuance of Vivian Health preferred shares, net of fees, of $34.7 million.
Adjustments to net earnings attributable to continuing operations consist
primarily of $687.2 million of an unrealized gain on the investment in MGM, an unrealized increase in the estimated fair value of a warrant of $102.3 million, and net gains on investments in equity securities of $45.0 million, partially offset by deferred income taxes $150.6 million, provision for credit losses of $66.4 million, stock-based compensation expense of $57.8 million, depreciation of $54.1 million, amortization of intangibles of $44.5 million, and non-cash lease expense (including ROU asset impairments) of $24.5 million. The increase from changes in working capital primarily consists of an increase in accounts payable and other liabilities of $103.8 million, an increase in deferred revenue of $39.9 million and a decrease in other assets of $19.0 million, partially offset by an increase in accounts receivable of $114.6 million, a decrease in operating lease liabilities of $20.5 million and a decrease in income taxes payable and receivable of $6.0 million. The
increase in accounts payable and other liabilities is due primarily to increases in accrued traffic acquisition costs and related payables at Search, an increase in accrued advertising and related payables at Angi Inc. and accrued roofing material costs related to Angi Roofing at Angi Inc. The increase in deferred revenue is due primarily to timing of cash received related to various production deals at IAC Films, growth in subscription sales at Care.com, as well as an increase in annual memberships and customer deposits for Angi Services jobs at Angi Inc. The decrease in other assets is due to decreases in capitalized downloadable search toolbar costs at Search and capitalized sales commissions at Angi Inc. The increase in accounts receivable is due primarily to revenue growth at Angi Inc. primarily attributable to Angi Services, and Search, partially offset by timing of cash receipts at Care.com. The decrease in operating lease liabilities is due to cash payments
on leases net of interest accretion. The decrease in income taxes payable and receivable is due primarily to the release of income tax reserves due to statue expirations and income tax payments in excess of income tax accruals.
Net cash used in investing activities attributable to continuing operations includes the cash distribution to IAC related to the spin-off of Vimeo of $333.2 million, capital expenditures of $69.4 million primarily related to investments in capitalized software at Angi Inc. to support its products and services, and a payment of $12.7 million related to the purchase of a 50% interest in an aircraft at Corporate, acquisitions of $25.4 million, principally related to the Angi Roofing acquisition at Angi Inc., and purchases of investments of $23.9 million, primarily related to Turo, partially offset by maturities of marketable debt securities of $225.0 million.
Net
cash used in financing activities attributable to continuing operations includes $220.0 million for the prepayment of the remaining balance of the ANGI Group Term Loan, which otherwise would have matured on November 5, 2023, $56.1 million for withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled, $35.4 million for the repurchase of 3.2 million shares of Angi Inc. Class A common stock, on a settlement date basis, at an average price of $11.06 per share, $35.1 million for withholding taxes paid on behalf of IAC employees for stock-based awards that were net settled and $24.7 million for the purchase of redeemable noncontrolling interests.
Discontinued Operations
Net cash provided by discontinued operations of $319.2 million for the nine months ended September 30,
2021 relates to the operations of Vimeo. The Company does not expect cash flows from discontinued operations following the Spin-off.
In
the first and third quarters of 2022, the Company purchased a total of 5.7 million additional shares of MGM for $244.3 million. Following these purchases, the Company owns approximately 64.7 million shares, representing a 16.9%ownership interest in MGM as of October 31, 2022.
Share Repurchase Authorizations and Activity
During the nine months ended September 30, 2022, IAC repurchased 1.1 million shares of its common stock, on a trade date basis, at an average price of $77.44 per share, or $85.3 million in aggregate. At September 30,
2022, IAC has 6.9 million shares remaining in its share repurchase authorization.
During the nine months ended September 30, 2022, Angi Inc. repurchased 1.0 million shares of its Class A common stock, on a trade date basis, at an average price of $7.80 per share, or $8.1 million in aggregate. At September 30, 2022 Angi Inc. has 15.0 million shares remaining in its share repurchase authorization.
IAC and Angi Inc. may purchase their shares over an indefinite period of time on the open market and in privately
negotiated transactions, depending on those factors management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
Outstanding Stock-based Awards
IAC and Angi Inc. may settle stock options, stock settled stock appreciation rights, restricted stock units ("RSUs") and restricted stock on a gross or a net basis based upon factors deemed relevant at the time. To the extent that equity awards are settled on a net basis, the holders of the awards receive shares of IAC or Angi Inc., as applicable, with a value equal to the fair value of the award on the vest date for RSUs and restricted stock and with a value equal to the intrinsic value of the award upon exercise for stock options or stock settled appreciation rights less, in each case, an amount equal to the required cash tax withholding payment, which will
be paid by IAC or Angi Inc., as applicable, on the employee's behalf. All awards are being settled currently on a net basis.
Certain previously issued Angi Inc. stock appreciation rights are settleable in either shares of Angi Inc. common stock or shares of IAC common stock at IAC's option. If settled in IAC common stock, Angi Inc. reimburses IAC in shares of Angi Inc.'s common stock.
The following table summarizes (i) the aggregate intrinsic value of IAC options, Angi Inc. options, Angi Inc. stock settled stock appreciation rights, IAC and Angi Inc. non-publicly traded subsidiary denominated stock settled stock appreciation rights and (ii) the aggregate fair value (based on stock prices as of November 4, 2022) of IAC and Angi Inc. RSUs and IAC restricted stock outstanding as of that date; assuming these awards were net settled
on that date, the withholding taxes that would be paid by the Company on behalf of employees upon exercise or vesting that would be payable (assuming these equity awards are net settled with a 50% tax rate), and the shares that would have been issued are as follows:
Aggregate intrinsic value / fair value
of awards outstanding
Estimated withholding taxes payable on vested shares and shares that will vest by September 30, 2023
Estimated withholding taxes payable on shares that will vest after September 30, 2023
Estimated IAC shares to be issued
(In thousands)
IAC
Stock
settled stock appreciation rights denominated in shares of certain non-publicly traded IAC subsidiaries other than Angi Inc. subsidiaries(a)
$
42,732
$
15,058
$
6,308
472
IAC denominated stock options (b)
88,476
44,238
—
977
IAC
RSUs (c)
65,161
654
30,804
745
IAC restricted stock (d)
—
—
—
—
Total
IAC outstanding employee stock-based awards
196,369
59,950
37,112
2,194
Angi Inc.
Angi
Inc. stock appreciation rights
—
—
—
See footnote (f) below
Other Angi Inc. equity awards (a)(e)
40,582
4,971
14,906
See footnote (f) below
Total
Angi outstanding employee stock-based awards
40,582
4,971
14,906
Total outstanding employee stock-based awards
$
236,951
$
64,921
$
52,018
_____________________
(a) The
number of shares ultimately needed to settle these awards and the cash withholding tax obligation may vary significantly as a result of the determination of the fair value of the relevant subsidiary at the time of exercise. In addition, the number of shares required to settle these awards will be impacted by movement in the stock price of IAC.
(b)The Company has the discretion to settle these awards net of withholding tax and exercise price (which is represented in the table above) or settle on a gross basis and require the award holder to
pay its share of the withholding tax, which he or she may do by selling IAC common shares. Assuming all IAC stock options outstanding on November 4, 2022 were settled on a gross basis, i.e., through the issuance of a number of IAC common shares equal to the number of stock options exercised, the Company would have issued2.8 million common shares and would have received $39.8 millionin cash proceeds. These amounts reflect adjustments made to IAC awards upon the completion of the Spin-off.
(c) Approximately 80% of the
estimated withholding taxes payable on shares that will vest after September 30, 2023 is related to awards that are scheduled to cliff vest in 2025, the five-year anniversary of the grant date.
(d) On November 5, 2020, the Company granted 3.0 million shares of IAC restricted common stock to its CEO, that cliff vest on the ten-year anniversary of the grant date based on satisfaction of IAC's stock price targets and continued employment through the vesting date. The IAC stock price is currently below the minimum price threshold to earn the award.
(e) Includes stock options, RSUs and subsidiary denominated
equity.
(f) Pursuant to the employee matters agreement between IAC and Angi Inc., certain stock appreciation rights of Angi, Inc. and equity awards denominated in shares of Angi Inc.'s subsidiaries may be settled in either shares of Angi Inc. common stock or IAC common stock. To the extent shares of IAC common stock are issued in settlement of these awards, Angi Inc. is obligated to reimburse IAC for the cost of those shares by issuing shares of Angi Inc. common stock.
Contractual Obligations
In the third quarter of 2022, the Company entered into a three-year cloud computing contract
with payments of $84.0 million expected to be made within the next twelve months and the remaining payments of approximately $43.0 million expected to be made by September 2024. At September 30, 2022, there have been no other material changes outside of the ordinary course of business to the Company's contractual obligations since the disclosures for the year ended December 31, 2021, included in the Company's Annual Report on Form 10-K.
Capital and Other Expenditures
The Company anticipates that it will need to make capital
and other expenditures in connection with the development and expansion of its operations. The Company's 2022 capital expenditures are expected to be higher than 2021 capital expenditures of $90.2 million by approximately 55% to 60%, primarily due to the development of capitalized software to support products and services at Angi Inc., Dotdash Meredith, and Care.com, partially offset by a decrease in capital expenditures at Corporate due to the purchase of a 50% interest in an aircraft in 2021.
Change-in-Control Payments
In December 2021, Dotdash Meredith recorded $60.1 million in change-in-control payments, which were triggered by the acquisition and the terms of certain former executives’ contracts. On
July 1, 2022, Dotdash Meredith made$83.1 million in change-in-control payments, which included amounts accrued in December 2021, as well as amounts previously accrued that became payable following the change in control. On October 3, 2022, Dotdash Meredith made the final $4.3 million in change-in-control payments.
Liquidity Assessment
At September 30, 2022, the Company's consolidated cash, cash equivalents, and marketable equity securities, excluding MGM, were $1.6 billion, of which $328.8 million and $139.3 million was held by Angi Inc. and Dotdash
Meredith, respectively. The Company's consolidated debt includes approximately $1.6 billion, which is a liability of Dotdash Meredith, Inc., a subsidiary of IAC, and $500.0 million, which is a liability of ANGI Group, a subsidiary of Angi Inc. On a consolidated basis, the Company generated negative cash flows from operating activities of $101.5 million for the nine months ended September 30, 2022. For the nine months ended September 30, 2022, the Company generated negative cash flows from operating activities of $13.2 million, excluding the negative cash flows from operating activities of $99.7 million generated
by Dotdash Meredith and the positive cash flows from operating activities of $11.4 million generated by Angi Inc. Angi Inc. is a separate and distinct legal entity with its own public shareholders and board of directors and has no obligation to provide the Company with funds. As a result, the Company cannot freely access the cash of Angi Inc. and its subsidiaries. In addition, the Dotdash Meredith Credit Agreement 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 (as defined in the Dotdash Meredith
Credit Agreement) exceeds 4.0 to 1.0; this ratio was exceeded for the test period ended September 30, 2022.
The Company's liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors, including COVID-19.
The Company believes Angi Inc.'s and Dotdash Meredith's existing cash and cash equivalents and expected positive cash flows
from operations and the Company's existing cash and cash equivalents, excluding Angi Inc. and Dotdash Meredith, will be sufficient to fund their respective normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments for the next twelve months. The Company may need to raise additional capital through future debt or equity financing to make additional acquisitions and investments beyond the next twelve months. Additional financing may not be available on terms favorable to the Company or at all, and may also be impacted by any disruptions in the financial markets. The
indebtedness at Dotdash Meredith and Angi Inc., could further limit the Company's ability to raise incremental financing.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Equity Price Risk
In the first and third quarters of 2022, the Company purchased a total
of 5.7 million additional shares of MGM for $244.3 million. Following these purchases, the Company owns approximately 64.7 million shares, representing a 16.9%ownership interest in MGM as of October 31, 2022.
The Company's results of operations and financial condition have been in the past and may be in the future materially impacted by increases or decreases in the price of MGM common shares, which are traded on the New York Stock Exchange. The Company recorded an unrealized pre-tax gain of $42.5 million and an unrealized pre-tax loss of $970.1 million for the three
and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, the Company recorded unrealized pre-tax gains of $29.5 million and $687.2 million, respectively.
The cumulative unrealized net pre-tax gain through September 30, 2022 is $659.7 million. The carrying value of the Company's investment in MGM, which includes the cumulative unrealized pre-tax gains, was $1.9 billion and $2.6 billion at September 30, 2022 and December 31, 2021, respectively, which represents
approximately 18% and 22% of IAC's consolidated total assets at September 30, 2022 and December 31, 2021, respectively. A $2.00 increase or decrease in the share price of MGM would, respectively, result in an unrealized pre-tax gain or loss of $129.4 million.
Interest Rate Risk
The Company's exposure to risk for changes in interest rates relates primarily to the Company's long-term debt.
At September 30, 2022, the principal amount of the
Company's outstanding debt totals $2.08 billion, of which $1.58 billion is the Dotdash Meredith Term Loans, which bear interest at a variable rate, and $500.0 million is the ANGI Group Senior Notes, which bear interest at a fixed rate.
During the nine months ended September 30, 2022, Adjusted Term SOFR increased nearly 250 basis points relative to December 31, 2021. As a result of the increase in Adjusted Term SOFR during the nine months ended September 30, 2022, the interest expense on Dotdash Meredith Term Loans was $8.6 million higher as compared to what interest expense would have been if the Adjusted Term SOFR been unchanged during 2022. At September 30, 2022, the outstanding balance of $1.24 billion related to the
Dotdash Meredith Term Loan B bore interest at Adjusted SOFR, subject to a minimum of 0.50%, plus 4.00%, or 6.61%, and the outstanding balance of $336.9 million related to the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 4.86%. If Adjusted Term SOFR were to increase or decrease by 100 basis points, the annual interest expense on the Dotdash Meredith Term Loans would increase or decrease by $15.8 million.
If market rates decline relative to the interest rate on the ANGI Group Senior Notes, the Company runs the risk that the related required interest payments will exceed those based on market rates. A 100-basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $24.4 million. Such
potential increase or decrease in fair value is based on certain simplifying assumptions, including an immediate increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period, nor changes in the credit profile.
The Company monitors and evaluates on an ongoing basis its disclosure controls and
procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company’s management, including our principal executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the
Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
There were no changes to our internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In the ordinary course of business, IAC and its subsidiaries may become parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matters described below involve issues or claims that may be of particular interest to IAC's stockholders, regardless of whether any of these matters may be material to IAC's financial position or operations based upon the standard set forth in the rules of the Securities and Exchange
Commission.
Shareholder Litigation Arising Out of the MTCH Separation
This shareholder class action and derivative lawsuit pending in Delaware state court is described in detail under the captions Part I-Item 3-Legal Proceedings of our annual report on Form 10-K for the fiscal year ended December 31, 2021 (page 36) and Part II-Item 1-Legal Proceedings of our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2022 (page 59). See David Newman v. IAC/InterActiveCorp et al., No. 2020-0505 (Delaware Chancery Court) and Construction Industry & Laborers Joint Pension Trust for Southern Nevada Plan A v. IAC/InterActiveCorp et al. (Delaware Chancery Court), which have been consolidated
under the caption In re Match Group, Inc. Derivative Litigation, No. 2020-0505. This lawsuit alleges that the terms of the MTCH Separation (as defined on page 14 of this quarterly report) are unfair to the former Match Group public shareholders and unduly beneficial to IAC as a result of undue influence by IAC and Mr. Diller over the then Match Group directors who unanimously approved the transaction and asserts a variety of direct and derivative claims. On September 1, 2022, the court issued an opinion and order granting the defendants' motions to dismiss the operative complaint with prejudice. On October 3, 2022, the plaintiffs filed a notice of appeal to the Delaware Supreme Court from the Chancery Court's order of dismissal. IAC believes that the allegations in this litigation are without merit and will continue to defend
vigorously against them.
Item 1A. Risk Factors
Cautionary Statement Regarding Forward-Looking Information
This quarterly report on Form 10-Q contains "forward‑looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates,""estimates,""expects,""plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in
which IAC's businesses operate and other similar matters. These forward-looking statements are based on IAC management's expectations and assumptions about future events as of the date of this quarterly report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to market our products and services in a successful and cost-effective manner, (ii) the display of links to websites
offering our products and services in a prominent manner in search results, (iii) changes in our relationship with (or policies implemented by) Google, (iv) our continued ability to market, distribute and monetize our products and services through search engines, digital app stores and social media platforms, (v) the failure or delay of the markets and industries in which our businesses operate to migrate online and the continued growth and acceptance of online products and services as effective alternatives to traditional products and services, (vi) our continued ability to develop and monetize versions of our products and services for mobile and other digital devices, (vii) adverse economic events or trends that adversely impact advertising spending levels, (viii) risks related to our Print business (declining revenue, increased paper and postage costs, reliance on a single supplier to print our magazines and increased pension plan obligations), (ix) the ability of
our Digital business to successfully expand the digital reach of our portfolio of publishing brands, (x) our ability to establish and maintain relationships with quality and trustworthy service professionals and caregivers, (xi) the ability of Angi Inc. to successfully implement its brand initiative and expand Angi Services (its pre-priced offerings), (xii) our ability to engage directly with users, subscribers, consumers, service professionals and caregivers on a timely basis, (xiii) our ability to access, collect and use personal data about our users and subscribers, (xiv) the ability of our Chairman and Senior Executive, certain members of his family and our Chief Executive Officer to exercise significant influence over the composition of our board of directors, matters subject to stockholder approval and our operations, (xv) risks related to our liquidity and indebtedness (the impact of our indebtedness on our ability to operate our business, our ability to generate
sufficient cash to service our indebtedness and interest rate risk), (xvi) our inability to freely access the cash of Dotdash Meredith and/or Angi Inc. and their respective subsidiaries, (xvii) dilution with respect to our investment in Angi Inc., (xviii) our ability to compete, (xix) adverse economic events or trends (particularly those that adversely impact consumer confidence and spending behavior), either generally and/or in any of the markets in which our businesses operate, (xx) our ability to build, maintain and/or enhance our various brands, (xxi) the impact of the COVID-19 outbreak on our businesses, (xxii) our ability to protect our systems, technology and infrastructure from cyberattacks and to protect personal and confidential user information, (xxiii) the occurrence of data security breaches and/or fraud, (xxiv) increased liabilities and costs related to the processing,
storage, use and disclosure of personal and confidential user information, (xxv) the integrity, quality, efficiency and scalability of our systems, technology and infrastructure (and those of third parties with whom we do business) and (xxvi) changes in key personnel.
Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including under the caption Part I-Item 1A-Risk Factors of our annual report on 10-K for the fiscal year ended December 31, 2021. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which
only reflect the views of IAC management as of the date of this quarterly report. IAC does not undertake to update these forward-looking statements.
Risk Factors
In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed under the caption Part I-Item 1A-Risk Factors of our annual report on 10-K for the fiscal year ended December 31, 2021, which could materially and adversely affect IAC's business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect IAC's business, financial condition and/or operating results.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended September 30, 2022.
The following table sets forth purchases by the
Company of shares of IAC common stock during the quarter ended September 30, 2022:
Period
(a) Total Number of Shares Purchased
(b) Average Price
Paid Per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
(d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2)
July 2022
—
—
—
7,301,226
August
2022
366,732
$71.56
366,732
6,934,494
September 2022
—
—
—
6,934,494
Total
366,732
$71.56
366,732
6,934,494
(1) Reflects
repurchases of IAC common stock made pursuant to the Company’s previously announced repurchase authorization.
(2) Represents the total number of shares of IAC common stock that remained available for repurchase as of September 30, 2022 under the Company's previously announced June 2020 repurchase authorization. IAC may purchase shares pursuant to this repurchase authorization over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.