0001800227
false
0001800227
2023-08-08
2023-08-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 8, 2023
IAC Inc.
(Exact name of registrant as specified
in charter)
Delaware |
|
001-39356 |
|
84-3727412 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
555
West 18th Street, New
York, NY |
|
10011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (212) 314-7300
|
(Former name or former address, if changed since last report) |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.0001 |
IAC |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 |
Results of Operations and Financial Condition. |
|
Item 7.01 |
Regulation FD Disclosure. |
On August 8, 2023, the Registrant announced that it
had released its results for the quarter ended June 30, 2023. The full text of the related press release, which is posted on the “Investor
Relations” section of the Registrant’s website at http://ir.iac.com/quarterly-results
and appears in Exhibit 99.1 hereto, is incorporated herein by reference.
Exhibit 99.1 is being furnished under both Item
2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.”
Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
IAC Inc. |
|
|
|
By: |
/s/ Kendall
Handler |
|
Name: |
Kendall Handler |
|
Title: |
Executive Vice President & Chief Legal Officer |
Date: August 8, 2023
Exhibit 99.1
Page 1 of 19
IAC REPORTS Q2 2023 –
Q2 REVENUE OF $1.1 BILLION
NEW
YORK— August 8, 2023—IAC (NASDAQ: IAC) released its second quarter results today and separately posted a letter to shareholders
from IAC CEO Joey Levin on the Investor Relations section of its website at ir.iac.com.
IAC
SUMMARY RESULTS |
($
in millions except per share amounts) |
| |
Q2 2023 | | |
Q2 2022 | | |
Growth | |
Revenue | |
$ | 1,111.6 | | |
$ | 1,362.6 | | |
| -18 | % |
Operating loss | |
| (55.5 | ) | |
| (166.1 | ) | |
| 67 | % |
Unrealized loss on investment in MGM Resorts International | |
| (32.4 | ) | |
| (825.3 | ) | |
| 96 | % |
Net loss | |
| (89.0 | ) | |
| (869.1 | ) | |
| 90 | % |
Diluted loss per share | |
| (1.07 | ) | |
| (10.02 | ) | |
| 89 | % |
Adjusted EBITDA | |
| 70.2 | | |
| 37.4 | | |
| 88 | % |
See
reconciliations of GAAP to non-GAAP measures beginning on page 13.
Q2 2023 HIGHLIGHTS
| • | Dotdash
Meredith Digital revenue was $212 million (down 10% year-over-year, improving from 15%
declines in Q1 2023) and Print revenue was $207 million (down 21% year-over-year, improving
from 29% declines in Q1 2023). |
| o | Operating
loss of $18 million improved 35% year-over-year and Adjusted EBITDA increased 38% to $54
million (Q2 2022 included $15 million of restructuring charges and transaction-related
expenses). |
| • | Angi
Inc. revenue was $375 million, reflecting the impact of the change to net revenue recognition
for Services, which took effect January 1, 2023. On a pro forma net basis, revenue decreased
16% in Q2 2023 reflecting Ads and Leads revenue of $292 million (down 14% year-over-year),
18% Services declines and 43% Roofing declines, partially offset by 17% International growth. |
| o | Operating
loss decreased 20% to $17 million and Adjusted EBITDA increased 89% to $18 million. |
| • | Emerging &
Other revenue decreased 8% year-over-year to $148 million driven primarily by the sale
of Bluecrew on November 9, 2022 (which was included in prior year results), partially
offset by 48% growth from Vivian Health and 2% growth from Care.com. |
| o | Operating
income increased $111 million to $3 million and Adjusted EBITDA increased $23 million to
$6 million. Q2 2022 operating loss included an $87 million goodwill impairment at Mosaic
Group and a $10 million charge in connection with the Vivian Health equity raise in April 2022
(the latter also impacted Adjusted EBITDA). |
| • | IAC
hold 64.7 million shares of MGM Resorts International (“MGM”). IAC’s Net
earnings (loss) and Diluted earnings (loss) per share reflect increases or decreases in MGM’s
share price as unrealized gains and losses. As a result, Net earnings (loss) and Diluted
earnings (loss) per share can be very volatile, which reduces their ability to be effective
measures to assess operating performance. IAC’s stake in MGM was purchased for $1.3
billion in 2020 and 2022 and is worth $2.9 billion as of August 4, 2023. |
DISCUSSION
OF FINANCIAL AND OPERATING RESULTS
($ in millions, rounding differences may occur) | |
Q2 2023 | | |
Q2 2022 | | |
Growth | |
Revenue | |
| | | |
| | | |
| | |
Dotdash Meredith | |
$ | 414.0 | | |
$ | 489.5 | | |
| -15 | % |
Angi Inc. | |
| 375.1 | | |
| 515.8 | | |
| -27 | % |
Search | |
| 177.0 | | |
| 198.2 | | |
| -11 | % |
Emerging & Other | |
| 147.9 | | |
| 161.1 | | |
| -8 | % |
Intersegment eliminations | |
| (2.4 | ) | |
| (2.0 | ) | |
| -21 | % |
Total Revenue | |
$ | 1,111.6 | | |
$ | 1,362.6 | | |
| -18 | % |
Operating (loss) income | |
| | | |
| | | |
| | |
Dotdash Meredith | |
$ | (17.8 | ) | |
$ | (27.5 | ) | |
| 35 | % |
Angi Inc. | |
| (16.7 | ) | |
| (20.9 | ) | |
| 20 | % |
Search | |
| 14.0 | | |
| 26.3 | | |
| -47 | % |
Emerging & Other | |
| 3.4 | | |
| (107.8 | ) | |
| NM | |
Corporate | |
| (38.3 | ) | |
| (36.3 | ) | |
| -6 | % |
Total Operating loss | |
$ | (55.5 | ) | |
$ | (166.1 | ) | |
| 67 | % |
Adjusted EBITDA | |
| | | |
| | | |
| | |
Dotdash Meredith | |
$ | 54.1 | | |
$ | 39.2 | | |
| 38 | % |
Angi Inc. | |
| 18.3 | | |
| 9.7 | | |
| 89 | % |
Search | |
| 14.0 | | |
| 26.3 | | |
| -47 | % |
Emerging & Other | |
| 6.3 | | |
| (17.1 | ) | |
| NM | |
Corporate | |
| (22.5 | ) | |
| (20.7 | ) | |
| -9 | % |
Total Adjusted EBITDA | |
$ | 70.2 | | |
$ | 37.4 | | |
| 88 | % |
Dotdash Meredith
Revenue
| |
Q2 2023 | | |
Q2 2022 | | |
Growth | |
($ in millions; rounding differences may occur) | |
| | |
| |
Digital | |
$ | 212.0 | | |
$ | 234.5 | | |
| -10 | % |
Print | |
| 206.8 | | |
| 260.3 | | |
| -21 | % |
Intersegment eliminations | |
| (4.7 | ) | |
| (5.3 | ) | |
| 10 | % |
Total | |
$ | 414.0 | | |
$ | 489.5 | | |
| -15 | % |
| · | Revenue
decreased 15% to $414.0 million reflecting: |
| o | 10%
Digital declines reflecting: |
| § | Declines
in premium sold advertising and lower programmatic advertising revenue due to lower traffic,
concentrated in the Entertainment and Finance categories |
| § | Lower
licensing revenue related primarily to lower royalties earned from retail partners |
| § | Strength
in affiliate commerce revenue, partially offset by performance marketing revenue declines
concentrated primarily in the Finance and Health categories |
| o | 21%
Print declines driven by the reduction in the circulation of certain publications |
Operating Income (Loss) and Adjusted EBITDA
| |
Q2 2023 | | |
Q2 2022 | | |
Growth | |
| |
| | |
| | |
| |
($ in millions; rounding differences may occur) | |
| | |
| |
Operating Loss | |
| | | |
| | | |
| | |
Digital | |
$ | 6.1 | | |
$ | 11.1 | | |
| -45 | % |
Print | |
| (0.9 | ) | |
| (20.1 | ) | |
| 95 | % |
Other | |
| (22.9 | ) | |
| (18.5 | ) | |
| -24 | % |
Total | |
$ | (17.8 | ) | |
$ | (27.5 | ) | |
| 35 | % |
Adjusted EBITDA | |
| | | |
| | | |
| | |
Digital | |
$ | 50.8 | | |
$ | 51.3 | | |
| -1 | % |
Print | |
| 17.4 | | |
| 6.3 | | |
| 178 | % |
Other | |
| (14.2 | ) | |
| (18.4 | ) | |
| 23 | % |
Total | |
$ | 54.1 | | |
$ | 39.2 | | |
| 38 | % |
| · | Operating
loss decreased $9.7 million to $17.8 million reflecting: |
| o | Print
operating loss decreased $19.2 million to $0.9 million reflecting: |
| § | Adjusted
EBITDA increasing $11.1 million to $17.4 million due to lower operating expenses related
to lower circulation and $8.9 million of restructuring charges and transaction-related expenses
incurred in Q2 2022 |
| § | $7.4
million lower amortization of intangibles |
| o | Digital
operating income decreased $5.0 million to $6.1 million reflecting: |
| § | Adjusted
EBITDA decreasing 1% to $50.8 million due to: |
| · | Partially
offset by lower operating expenses and $2.1 million of restructuring charges and transaction-related
expenses incurred in Q2 2022 |
| § | $8.2
million higher amortization of intangibles |
| o | Other
operating loss increased $4.4 million to $22.9 million reflecting: |
| § | $5.6
million higher depreciation |
| § | Adjusted
EBITDA loss decreasing $4.3 million to $14.2 million due primarily to $3.8 million of restructuring
charges and transaction-related expenses incurred in Q2 2022 |
Angi Inc.
Please refer to the Angi Inc. Q2 2023 earnings
release for further detail.
Search
| · | Revenue
decreased 11% to $177.0 million reflecting: |
| o | An
8% decrease at Ask Media Group due to a reduction in marketing from affiliate partners driving
fewer visitors to ad supported search and content websites |
| o | A
26% decrease at Desktop (legacy desktop search software business) |
| · | Operating
income and Adjusted EBITDA decreased 47% to $14.0 million driven by lower revenue |
Emerging & Other
| · | Revenue
decreased 8% to $147.9 million reflecting: |
| o | The
sale of Bluecrew on November 9, 2022, which was included in the prior year period results |
| o | Lower
Mosaic Group revenue |
| o | $7.1
million higher IAC Films revenue (primarily from Everything Everywhere All at Once) |
| o | 48%
growth from Vivian Health |
| o | Care.com
revenue increasing 2% to $87.6 million |
| · | Operating
income was $3.4 million compared to a loss of $107.8 million in Q2 2022 reflecting: |
| o | An
$86.7 million goodwill impairment at Mosaic Group in Q2 2022 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 |
| o | Adjusted
EBITDA of $6.3 million compared to a loss of $17.1 million in Q2 2022 due primarily to: |
| § | A
charge at Vivian Health of $9.8 million in Q2 2022 related to the sale of certain employee-held
equity interests and the settlement of certain employee stock-based awards in conjunction
with the equity raise at Vivian Health in April 2022 |
| § | Higher
profits at Care and IAC Films and the sale of Bluecrew, which had losses in the prior year
period |
| o | $1.6
million lower amortization of intangibles due primarily to Care.com |
Corporate
Operating loss increased $2.0 million to $38.3
million due primarily to $1.8 million higher Adjusted EBITDA losses, driven primarily by higher compensation costs and professional fees,
and $1.1 million higher stock-based compensation expense, partially offset by $0.8 million lower depreciation.
Income Taxes
The Company recorded an income tax benefit of
$24.3 million in Q2 2023 for an effective tax rate of 21%, which is the same as the statutory rate due primarily to nondeductible compensation
expense offset by research credits. The Company recorded an income tax benefit of $229.0 million in Q2 2022 for an effective tax rate
of 21%, which is the same as the statutory rate due primarily to state taxes, largely offset by the non-deductible portion of the goodwill
impairment at Mosaic Group.
Free Cash Flow
For the six months ended June 30, 2023,
net cash provided by operating activities was $128.3 million, a $136.2 million increase year-over-year. Free Cash Flow increased $101.7
million to $20.1 million due primarily to favorable working capital and higher Adjusted EBITDA, partially offset by higher capital expenditures
(reflecting $80.3 million in 2023 for the purchase of the land under the IAC headquarters, partially offset by $39.8 million lower capital
expenditures at Angi).
| |
Six Months Ended June 30, | |
($ in millions, rounding differences may occur) | |
2023 | | |
2022 | |
Net cash provided by operating activities | |
$ | 128.3 | | |
$ | (7.9 | ) |
Capital expenditures | |
| (108.1 | ) | |
| (73.6 | ) |
Free Cash Flow | |
$ | 20.1 | | |
$ | (81.5 | ) |
CONFERENCE CALL
IAC
and Angi Inc. will host a conference call to answer questions regarding their second quarter results on Wednesday, August 9, 2023,
at 8:30 a.m. Eastern Time. This conference call will include the disclosure of certain information, including forward-looking information,
which may be material to an investor’s understanding of IAC’s and Angi Inc.’s businesses. The conference call will
be open to the public at ir.iac.com and ir.angi.com.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2023:
| · | IAC
had 85.8 million common and Class B common shares outstanding. |
| · | The
Company had $1.4 billion in cash and cash equivalents and marketable securities, of which
IAC held $813 million, Dotdash Meredith, Inc. held $259 million, and Angi Inc. held
$371 million. |
| · | The
Company had $2.1 billion in long-term debt, including the current portion, of which Dotdash
Meredith, Inc. held $1.6 billion and ANGI Group, LLC (a subsidiary of Angi Inc.) held
$500 million. |
| · | IAC’s
economic interest in Angi Inc. was 83.9% and IAC’s voting interest was 98.1%. IAC held
424.6 million shares of Angi Inc. |
| · | IAC
owned 64.7 million shares of MGM. |
Dotdash Meredith, Inc. has a $150 million
revolving credit facility, which had no borrowings as of June 30, 2023, and currently has no borrowings.
In Q2 2023 Angi Inc. repurchased 1.1 million
common shares for an aggregate of $3.4 million (average price of $3.22 per share).
As of June 30, 2023:
| · | IAC
had 3.7 million shares remaining in its stock repurchase authorization. |
| · | Angi
Inc. had 14.0 million shares remaining in its stock repurchase authorization. |
IAC and Angi Inc. may purchase their shares pursuant
to their authorizations over an indefinite period on the open market and in privately negotiated transactions, depending on those factors
management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
OPERATING METRICS
(rounding differences may occur)
| |
Q2 2023 | | |
Q2 2022 | | |
Growth | |
Dotdash Meredith | |
| | | |
| | | |
| |
Revenue ($ in millions) | |
| | | |
| | | |
| |
Digital Revenue | |
$ | 212.0 | | |
$ | 234.5 | | |
-10 | % |
Print Revenue | |
| 206.8 | | |
| 260.3 | | |
-21 | % |
Intersegment eliminations | |
| (4.7 | ) | |
| (5.3 | ) | |
10 | % |
Total Revenue | |
$ | 414.0 | | |
$ | 489.5 | | |
-15 | % |
| |
| | | |
| | | |
| |
Angi Inc. | |
| | | |
| | | |
| |
Revenue ($ in millions) | |
| | | |
| | | |
| |
Ads and Leads | |
$ | 292.5 | | |
$ | 341.9 | | |
-14 | % |
Services | |
| 29.9 | | |
| 108.2 | | |
-72 | % |
Roofing | |
| 24.5 | | |
| 42.6 | | |
-43 | % |
Intersegment eliminations | |
| (1.0 | ) | |
| (1.9 | ) | |
49 | % |
Total Domestic | |
$ | 345.8 | | |
$ | 490.8 | | |
-30 | % |
International | |
| 29.2 | | |
| 25.0 | | |
17 | % |
Total Revenue | |
$ | 375.1 | | |
$ | 515.8 | | |
-27 | % |
Pro Forma Services Net Revenue | |
$ | 30.4 | | |
$ | 37.1 | | |
-18 | % |
Total Pro Forma Angi Inc. Net Revenue | |
$ | 375.6 | | |
$ | 444.7 | | |
-16 | % |
| |
| | | |
| | | |
| |
Metrics | |
| | | |
| | | |
| |
| |
| | | |
| | | |
| |
Service Requests (in thousands) | |
| 6,862 | | |
| 8,631 | | |
-21 | % |
Monetized Transactions (in thousands) | |
| 7,805 | | |
| 8,303 | | |
-6 | % |
Transacting Service Professionals (in thousands) | |
| 207 | | |
| 264 | | |
-22 | % |
| |
| | | |
| | | |
| |
Search | |
| | | |
| | | |
| |
Revenue ($ in millions) | |
| | | |
| | | |
| |
Ask Media Group | |
$ | 157.3 | | |
$ | 171.6 | | |
-8 | % |
Desktop | |
| 19.7 | | |
| 26.6 | | |
-26 | % |
Total Revenue | |
$ | 177.0 | | |
$ | 198.2 | | |
-11 | % |
See metric definitions on page 17
DILUTIVE SECURITIES
IAC has various dilutive securities. The table below details these
securities as well as potential dilution at various stock prices (shares in millions; rounding differences may occur).
| |
| | |
Avg. | | |
| | |
| | |
| | |
| | |
| |
| |
| | |
Exercise | | |
As of | | |
| | |
| | |
| | |
| |
| |
Shares | | |
Price | | |
8/4/23 | | |
Dilution at: | |
Share Price | |
| | | |
| | | |
$ | 65.53 | | |
$ | 70.00 | | |
$ | 75.00 | | |
$ | 80.00 | | |
$ | 85.00 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Absolute Shares as of 8/4/23 | |
| 82.8 | | |
| | | |
| 82.8 | | |
| 82.8 | | |
| 82.8 | | |
| 82.8 | | |
| 82.8 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Restricted stock, RSUs and non-publicy traded subsidiary denominated equity awards | |
| 5.3 | | |
| | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | |
Options | |
| 2.8 | | |
$ | 14.07 | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | | |
| 0.6 | |
Total Dilution | |
| | | |
| | | |
| 1.2 | | |
| 1.2 | | |
| 1.2 | | |
| 1.2 | | |
| 1.2 | |
% Dilution | |
| | | |
| | | |
| 1.4 | % | |
| 1.4 | % | |
| 1.4 | % | |
| 1.4 | % | |
| 1.4 | % |
Total Diluted Shares Outstanding | |
| | | |
| | | |
| 84.0 | | |
| 84.0 | | |
| 84.0 | | |
| 84.0 | | |
| 84.0 | |
The dilutive securities presentation is calculated
using the methods and assumptions described below, which are different from those used for GAAP dilution, which is calculated based on
the treasury stock method. In addition, absolute shares exclude 3 million shares of restricted stock because this award is unvested as
of August 4, 2023.
The Company currently settles all equity awards
on a net basis; therefore, the dilutive effect is presented as the net number of shares expected to be issued upon vesting or exercise,
and in the case of options, assuming no proceeds are received by the Company. Any required withholding taxes are paid in cash by the Company
on behalf of the employees. In addition, the estimated income tax benefit from the tax deduction received upon the vesting or exercise
of these awards is assumed to be used to repurchase IAC shares. Assuming all awards were settled on August 4, 2023, withholding taxes
paid by the Company on behalf of the employees upon net settlement would have been $138.7 million (of which approximately 60% would be
payable for awards currently vested and those vesting on or before June 30, 2024) assuming a stock price of $65.53 and a 50% withholding
rate. The table above assumes no change in the fair value estimate of the non-publicly traded subsidiary denominated equity awards from
the values used at June 30, 2023. The number of shares ultimately needed to settle these awards and the cash withholding tax obligation
may vary significantly as a result of the determination of the fair value of the relevant subsidiary. In addition, the number of shares
required to settle these awards will be impacted by movement in the stock price of IAC.
Angi Inc. Equity Awards and the Treatment of
the Related Dilutive Effect
Certain Angi Inc. equity awards can be settled
either in IAC or Angi Inc. common shares at IAC’s election. For purposes of the dilution calculation above, these awards are assumed
to be settled in shares of Angi Inc. common stock; therefore, no dilution from these awards is included.
GAAP FINANCIAL STATEMENTS
IAC CONSOLIDATED STATEMENT OF OPERATIONS
($ in thousands except per share data)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue | |
$ | 1,111,589 | | |
$ | 1,362,581 | | |
$ | 2,195,860 | | |
$ | 2,687,926 | |
Operating costs and expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of revenue (exclusive of depreciation shown separately below) | |
| 353,078 | | |
| 509,570 | | |
| 696,007 | | |
| 1,044,110 | |
Selling and marketing expense | |
| 413,954 | | |
| 508,376 | | |
| 817,251 | | |
| 995,937 | |
General and administrative expense | |
| 218,166 | | |
| 253,986 | | |
| 491,242 | | |
| 498,330 | |
Product development expense | |
| 86,398 | | |
| 84,908 | | |
| 171,185 | | |
| 165,196 | |
Depreciation | |
| 41,283 | | |
| 29,052 | | |
| 102,455 | | |
| 59,288 | |
Amortization of intangibles | |
| 54,183 | | |
| 56,081 | | |
| 108,789 | | |
| 113,271 | |
Goodwill impairment | |
| - | | |
| 86,748 | | |
| - | | |
| 86,748 | |
Total operating costs and expenses | |
| 1,167,062 | | |
| 1,528,721 | | |
| 2,386,929 | | |
| 2,962,880 | |
Operating loss | |
| (55,473 | ) | |
| (166,140 | ) | |
| (191,069 | ) | |
| (274,954 | ) |
Interest expense | |
| (39,077 | ) | |
| (23,517 | ) | |
| (77,249 | ) | |
| (45,429 | ) |
Unrealized (loss) gain on investment in MGM Resorts International | |
| (32,362 | ) | |
| (825,305 | ) | |
| 672,478 | | |
| (1,012,635 | ) |
Other income (expense), net | |
| 10,985 | | |
| (89,425 | ) | |
| 34,734 | | |
| (82,726 | ) |
(Loss) earnings before income taxes | |
| (115,927 | ) | |
| (1,104,387 | ) | |
| 438,894 | | |
| (1,415,744 | ) |
Income tax benefit (provision) | |
| 24,297 | | |
| 228,988 | | |
| (115,205 | ) | |
| 299,452 | |
Net (loss) earnings | |
| (91,630 | ) | |
| (875,399 | ) | |
| 323,689 | | |
| (1,116,292 | ) |
Net loss attributable to noncontrolling interests | |
| 2,585 | | |
| 6,269 | | |
| 5,041 | | |
| 11,364 | |
Net (loss) earnings attributable to IAC shareholders | |
$ | (89,045 | ) | |
$ | (869,130 | ) | |
$ | 328,730 | | |
$ | (1,104,928 | ) |
| |
| | | |
| | | |
| | | |
| | |
Per share information attributable to IAC Common Stock and Class B common stock shareholders: | |
| | | |
| | | |
| | | |
| | |
Basic (loss) earnings per share | |
$ | (1.07 | ) | |
$ | (10.02 | ) | |
$ | 3.77 | | |
$ | (12.73 | ) |
Diluted (loss) earnings per share | |
$ | (1.07 | ) | |
$ | (10.02 | ) | |
$ | 3.64 | | |
$ | (12.73 | ) |
| |
| | | |
| | | |
| | | |
| | |
Stock-based compensation expense by function: | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
$ | 533 | | |
$ | 49 | | |
$ | 552 | | |
$ | 54 | |
Selling and marketing expense | |
| 2,198 | | |
| 2,441 | | |
| 3,941 | | |
| 3,949 | |
General and administrative expense | |
| 24,040 | | |
| 24,560 | | |
| 46,884 | | |
| 49,931 | |
Product development expense | |
| 3,422 | | |
| 4,606 | | |
| 7,757 | | |
| 7,409 | |
Total stock-based compensation expense | |
$ | 30,193 | | |
$ | 31,656 | | |
$ | 59,134 | | |
$ | 61,343 | |
IAC CONSOLIDATED BALANCE SHEET
($ in thousands)
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 1,326,988 | | |
$ | 1,417,390 | |
Marketable securities | |
| 115,559 | | |
| 239,373 | |
Accounts receivable, net | |
| 521,666 | | |
| 607,809 | |
Other current assets | |
| 234,194 | | |
| 296,563 | |
Total current assets | |
| 2,198,407 | | |
| 2,561,135 | |
| |
| | | |
| | |
Capitalized software, equipment, buildings, land and leasehold improvements, net | |
| 494,627 | | |
| 510,614 | |
Goodwill | |
| 3,033,112 | | |
| 3,030,168 | |
Intangible assets, net | |
| 1,061,868 | | |
| 1,170,041 | |
Investment in MGM Resorts International | |
| 2,842,661 | | |
| 2,170,182 | |
Long-term investments | |
| 431,777 | | |
| 325,721 | |
Other non-current assets | |
| 486,638 | | |
| 625,774 | |
TOTAL ASSETS | |
$ | 10,549,090 | | |
$ | 10,393,635 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
LIABILITIES: | |
| | | |
| | |
Current portion of long-term debt | |
$ | 30,000 | | |
$ | 30,000 | |
Accounts payable, trade | |
| 127,667 | | |
| 133,105 | |
Deferred revenue | |
| 160,827 | | |
| 157,124 | |
Accrued expenses and other current liabilities | |
| 715,700 | | |
| 759,759 | |
Total current liabilities | |
| 1,034,194 | | |
| 1,079,988 | |
| |
| | | |
| | |
Long-term debt, net | |
| 2,006,456 | | |
| 2,019,759 | |
Deferred income taxes | |
| 178,295 | | |
| 76,276 | |
Other long-term liabilities | |
| 517,865 | | |
| 617,843 | |
| |
| | | |
| | |
Redeemable noncontrolling interests | |
| 34,778 | | |
| 27,235 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
SHAREHOLDERS' EQUITY: | |
| | | |
| | |
Common Stock | |
| 8 | | |
| 8 | |
Class B common stock | |
| 1 | | |
| 1 | |
Additional paid-in-capital | |
| 6,312,394 | | |
| 6,295,080 | |
Retained earnings (accumulated deficit) | |
| 63,711 | | |
| (265,019 | ) |
Accumulated other comprehensive loss | |
| (6,904 | ) | |
| (13,133 | ) |
Treasury stock | |
| (252,502 | ) | |
| (85,323 | ) |
Total IAC shareholders' equity | |
| 6,116,708 | | |
| 5,931,614 | |
Noncontrolling interests | |
| 660,794 | | |
| 640,920 | |
Total
shareholders' equity | |
$ | 6,777,502 | | |
$ | 6,572,534 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | |
$ | 10,549,090 | | |
| 10,393,635 | |
IAC CONSOLIDATED STATEMENT OF CASH FLOWS
($ in thousands)
| |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash flows from operating activities: | |
| | | |
| | |
Net earnings (loss) | |
$ | 323,689 | | |
$ | (1,116,292 | ) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |
| | | |
| | |
Unrealized (gain) loss on investment in MGM Resorts International | |
| (672,478 | ) | |
| 1,012,635 | |
(Gains) losses on investments in equity securities and sales of businesses, net | |
| (1,460 | ) | |
| 14,440 | |
Amortization of intangibles | |
| 108,789 | | |
| 113,271 | |
Depreciation | |
| 102,455 | | |
| 59,288 | |
Deferred income taxes | |
| 101,451 | | |
| (306,428 | ) |
Non-cash lease expense (including right-of-use asset impairments) | |
| 72,506 | | |
| 28,802 | |
Stock-based compensation expense | |
| 59,134 | | |
| 61,343 | |
Provision for credit losses | |
| 48,608 | | |
| 51,710 | |
Unrealized decrease (increase) in the estimated fair value of a warrant | |
| 7,731 | | |
| (12,851 | ) |
Pension and postretirement benefit expense | |
| 636 | | |
| 79,080 | |
Goodwill impairment | |
| - | | |
| 86,748 | |
Other adjustments, net | |
| (7,838 | ) | |
| 13,016 | |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | |
| | | |
| | |
Accounts receivable | |
| 30,325 | | |
| (195 | ) |
Other assets | |
| 45,688 | | |
| 2,532 | |
Operating lease liabilities | |
| (39,576 | ) | |
| (32,059 | ) |
Accounts payable and other liabilities | |
| (57,504 | ) | |
| (72,958 | ) |
Income taxes payable and receivable | |
| 2,453 | | |
| (32 | ) |
Deferred revenue | |
| 3,645 | | |
| 10,045 | |
Net cash provided by (used in) operating activities | |
| 128,254 | | |
| (7,905 | ) |
Cash flows from investing activities: | |
| | | |
| | |
Capital expenditures | |
| (108,107 | ) | |
| (73,641 | ) |
Proceeds from sales of assets | |
| 28,890 | | |
| 164 | |
Proceeds from maturities of marketable debt securities | |
| 325,000 | | |
| - | |
Purchases of marketable debt securities | |
| (197,017 | ) | |
| - | |
Purchases of investments | |
| (103,555 | ) | |
| (1,036 | ) |
Net proceeds from the sales of businesses and investments | |
| 3,491 | | |
| 27,871 | |
Purchases of investment in MGM Resorts International | |
| - | | |
| (202,500 | ) |
Decrease in notes receivable | |
| 14,197 | | |
| 19,111 | |
Other, net | |
| 9,901 | | |
| 4,766 | |
Net cash used in investing activities | |
| (27,200 | ) | |
| (225,265 | ) |
Cash flows from financing activities: | |
| | | |
| | |
Principal payments on Dotdash Meredith Term Loans | |
| (15,000 | ) | |
| (15,000 | ) |
Debt issuance costs | |
| - | | |
| (785 | ) |
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards | |
| (5,250 | ) | |
| (15,952 | ) |
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards | |
| (4,124 | ) | |
| (3,513 | ) |
Purchases of IAC treasury stock | |
| (165,622 | ) | |
| (59,079 | ) |
Purchases of Angi Inc. treasury stock | |
| (3,397 | ) | |
| (8,144 | ) |
Proceeds from the issuance of Vivian Health preferred shares, net of fees | |
| - | | |
| 34,700 | |
Purchases of noncontrolling interests | |
| - | | |
| (1,179 | ) |
Other, net | |
| 41 | | |
| 5,160 | |
Net cash used in financing activities | |
| (193,352 | ) | |
| (63,792 | ) |
Total cash used | |
| (92,298 | ) | |
| (296,962 | ) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | |
| 1,724 | | |
| (4,201 | ) |
Net decrease in cash and cash equivalents and restricted cash | |
| (90,574 | ) | |
| (301,163 | ) |
Cash and cash equivalents and restricted cash at beginning of period | |
| 1,426,069 | | |
| 2,121,864 | |
Cash and cash equivalents and restricted cash at end of period | |
$ | 1,335,495 | | |
$ | 1,820,701 | |
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
($ in millions; rounding differences may
occur)
IAC RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA
| |
For the three months ended June 30, 2023 | |
| |
Operating
income (loss) | | |
Stock-based
compensation
expense | | |
Depreciation | | |
Amortization of
intangibles | | |
Adjusted
EBITDA | |
Dotdash Meredith | |
| | | |
| | | |
| | | |
| | | |
| | |
Digital | |
$ | 6.1 | | |
$ | 2.1 | | |
$ | 7.3 | | |
$ | 35.4 | | |
$ | 50.8 | |
Print | |
| (0.9 | ) | |
| 0.4 | | |
| 3.9 | | |
| 14.1 | | |
| 17.4 | |
Other | |
| (22.9 | ) | |
| 3.1 | | |
| 5.7 | | |
| - | | |
| (14.2 | ) |
Total Dotdash Meredith | |
| (17.8 | ) | |
| 5.6 | | |
| 16.9 | | |
| 49.5 | | |
| 54.1 | |
Angi Inc. | |
| | | |
| | | |
| | | |
| | | |
| | |
Ads and Leads | |
| 4.8 | | |
| 5.3 | | |
| 15.4 | | |
| 2.7 | | |
| 28.2 | |
Services | |
| (5.2 | ) | |
| 1.2 | | |
| 5.7 | | |
| - | | |
| 1.7 | |
Roofing | |
| (1.3 | ) | |
| (0.2 | ) | |
| 0.2 | | |
| - | | |
| (1.3 | ) |
Other | |
| (16.6 | ) | |
| 3.5 | | |
| - | | |
| - | | |
| (13.1 | ) |
International | |
| 1.6 | | |
| 0.3 | | |
| 0.9 | | |
| - | | |
| 2.8 | |
Total Angi Inc. | |
| (16.7 | ) | |
| 10.1 | | |
| 22.2 | | |
| 2.7 | | |
| 18.3 | |
Search | |
| 14.0 | | |
| - | | |
| - | | |
| - | | |
| 14.0 | |
Emerging & Other | |
| 3.4 | | |
| 0.4 | | |
| 0.6 | | |
| 2.0 | | |
| 6.3 | |
Corporate | |
| (38.3 | ) | |
| 14.1 | | |
| 1.7 | | |
| - | | |
| (22.5 | ) |
Total | |
$ | (55.5 | ) | |
$ | 30.2 | | |
$ | 41.3 | | |
$ | 54.2 | | |
$ | 70.2 | |
| |
For the three months ended June 30, 2022 | |
| |
Operating
income (loss) | | |
Stock-based
compensation
expense | | |
Depreciation | | |
Amortization of
intangibles | | |
Goodwill
Impairment | | |
Adjusted
EBITDA | |
Dotdash Meredith | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Digital | |
$ | 11.1 | | |
$ | 4.9 | | |
$ | 8.2 | | |
$ | 27.1 | | |
$ | - | | |
$ | 51.3 | |
Print | |
| (20.1 | ) | |
| 0.2 | | |
| 4.6 | | |
| 21.5 | | |
| - | | |
| 6.3 | |
Other | |
| (18.5 | ) | |
| - | | |
| 0.1 | | |
| - | | |
| - | | |
| (18.4 | ) |
Dotdash Meredith | |
| (27.5 | ) | |
| 5.1 | | |
| 12.9 | | |
| 48.7 | | |
| - | | |
| 39.2 | |
Angi Inc. | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ads and Leads | |
| 23.3 | | |
| 5.4 | | |
| 10.8 | | |
| 2.7 | | |
| - | | |
| 42.2 | |
Services | |
| (21.1 | ) | |
| 4.5 | | |
| 1.7 | | |
| 1.0 | | |
| - | | |
| (13.9 | ) |
Roofing | |
| (3.8 | ) | |
| 0.4 | | |
| 0.1 | | |
| 0.2 | | |
| - | | |
| (3.1 | ) |
Other | |
| (18.1 | ) | |
| 3.0 | | |
| - | | |
| - | | |
| - | | |
| (15.1 | ) |
International | |
| (1.2 | ) | |
| 0.1 | | |
| 0.8 | | |
| - | | |
| - | | |
| (0.4 | ) |
Total Angi Inc. | |
| (20.9 | ) | |
| 13.4 | | |
| 13.4 | | |
| 3.8 | | |
| - | | |
| 9.7 | |
Search | |
| 26.3 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 26.3 | |
Emerging & Other | |
| (107.8 | ) | |
| 0.1 | | |
| 0.3 | | |
| 3.6 | | |
| 86.7 | | |
| (17.1 | ) |
Corporate | |
| (36.3 | ) | |
| 13.0 | | |
| 2.5 | | |
| - | | |
| - | | |
| (20.7 | ) |
Total | |
$ | (166.1 | ) | |
$ | 31.7 | | |
$ | 29.1 | | |
$ | 56.1 | | |
$ | 86.7 | | |
$ | 37.4 | |
IAC RECONCILIATION OF OPERATING (LOSS) INCOME TO ADJUSTED EBITDA
(continued)
| |
For the six months ended June 30, 2023 | |
| |
Operating
(loss) income | | |
Stock-based
compensation
expense | | |
Depreciation | | |
Amortization of
intangibles | | |
Adjusted
EBITDA | |
Dotdash Meredith | |
| | | |
| | | |
| | | |
| | | |
| | |
Digital | |
$ | (11.8 | ) | |
$ | 3.8 | | |
$ | 12.6 | | |
$ | 70.7 | | |
$ | 75.2 | |
Print | |
| (6.7 | ) | |
| 0.5 | | |
| 6.5 | | |
| 28.4 | | |
| 28.7 | |
Other | |
| (110.5 | ) | |
| 6.4 | | |
| 31.2 | | |
| - | | |
| (73.0 | ) |
Total Dotdash Meredith | |
| (129.1 | ) | |
| 10.7 | | |
| 50.2 | | |
| 99.1 | | |
| 31.0 | |
Angi Inc. | |
| | | |
| | | |
| | | |
| | | |
| | |
Ads and Leads | |
| 18.3 | | |
| 10.8 | | |
| 33.6 | | |
| 5.3 | | |
| 68.0 | |
Services | |
| (17.6 | ) | |
| 5.4 | | |
| 11.8 | | |
| - | | |
| (0.5 | ) |
Roofing | |
| (0.9 | ) | |
| - | | |
| 0.4 | | |
| - | | |
| (0.5 | ) |
Other | |
| (31.5 | ) | |
| 6.0 | | |
| - | | |
| - | | |
| (25.5 | ) |
International | |
| 4.6 | | |
| 0.8 | | |
| 1.8 | | |
| - | | |
| 7.2 | |
Total Angi Inc. | |
| (27.2 | ) | |
| 23.0 | | |
| 47.6 | | |
| 5.3 | | |
| 48.8 | |
Search | |
| 24.7 | | |
| - | | |
| - | | |
| - | | |
| 24.8 | |
Emerging & Other | |
| 14.8 | | |
| 0.7 | | |
| 1.3 | | |
| 4.3 | | |
| 21.1 | |
Corporate | |
| (74.4 | ) | |
| 24.8 | | |
| 3.3 | | |
| - | | |
| (46.3 | ) |
Total | |
$ | (191.1 | ) | |
$ | 59.1 | | |
$ | 102.5 | | |
$ | 108.8 | | |
$ | 79.3 | |
| |
For
the six months ended June 30, 2022 | |
| |
Operating
income (loss) | |
Stock-based
compensation
expense | |
Depreciation | |
Amortization
of
intangibles | |
Acquisition-
related
contingent
consideration
fair value
adjustments | |
Goodwill
Impairment | |
Adjusted
EBITDA | |
Dotdash Meredith | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Digital | |
$ | 9.2 | |
$ | 9.1 | |
$ | 15.7 | |
$ | 52.7 | |
$ | (0.6 | ) |
$ | - | |
$ | 86.1 | |
Print | |
| (58.4 | ) |
| 0.3 | |
| 10.2 | |
| 43.8 | |
| - | |
| - | |
| (4.2 | ) |
Other | |
| (34.5 | ) |
| - | |
| 0.3 | |
| - | |
| - | |
| - | |
| (34.2 | ) |
Dotdash Meredith | |
| (83.8 | ) |
| 9.4 | |
| 26.2 | |
| 96.5 | |
| (0.6 | ) |
| - | |
| 47.7 | |
Angi Inc. | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Ads and Leads | |
| 38.8 | |
| 10.3 | |
| 22.1 | |
| 5.3 | |
| - | |
| - | |
| 76.5 | |
Services | |
| (46.8 | ) |
| 9.1 | |
| 3.3 | |
| 2.0 | |
| - | |
| - | |
| (32.5 | ) |
Roofing | |
| (9.9 | ) |
| 1.2 | |
| 0.3 | |
| 0.3 | |
| - | |
| - | |
| (8.1 | ) |
Other | |
| (31.1 | ) |
| 5.6 | |
| - | |
| - | |
| - | |
| - | |
| (25.6 | ) |
International | |
| (5.8 | ) |
| 0.2 | |
| 1.7 | |
| - | |
| - | |
| - | |
| (3.8 | ) |
Total Angi
Inc. | |
| (54.8 | ) |
| 26.4 | |
| 27.4 | |
| 7.6 | |
| - | |
| - | |
| 6.5 | |
Search | |
| 51.4 | |
| - | |
| - | |
| - | |
| - | |
| - | |
| 51.4 | |
Emerging & Other | |
| (112.8 | ) |
| 0.1 | |
| 0.7 | |
| 9.1 | |
| - | |
| 86.7 | |
| (16.1 | ) |
Corporate | |
| (74.9 | ) |
| 25.5 | |
| 5.0 | |
| - | |
| - | |
| - | |
| (44.4 | ) |
Total | |
$ | (275.0 | ) |
$ | 61.3 | |
$ | 59.3 | |
$ | 113.3 | |
$ | (0.6 | ) |
$ | 86.7 | |
$ | 45.1 | |
ANGI RECONCILIATION OF REPORTED REVENUE TO PRO FORMA NET REVENUE
| |
Three months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
Services | |
| | | |
| | |
Reported Revenue | |
$ | 29.9 | | |
$ | 108.2 | |
Adjustment (a) | |
| 0.5 | | |
| (71.1 | ) |
Pro Forma Services Net Revenue | |
$ | 30.4 | | |
$ | 37.1 | |
| |
| | | |
| | |
Total Angi Inc. | |
| | | |
| | |
Reported Revenue | |
$ | 375.1 | | |
$ | 515.8 | |
Services Adjustment (a) | |
| 0.5 | | |
| (71.1 | ) |
Pro Forma Angi Inc. Net Revenue | |
$ | 375.6 | | |
$ | 444.7 | |
(a) Q2
2023 reflects an adjustment to reported Services revenue for contracts entered into prior to January 1, 2023 which were reported
as gross revenue in accordance with GAAP.
IAC PRINCIPLES OF FINANCIAL REPORTING
IAC reports Adjusted EBITDA, Angi Inc. Pro Forma
Net Revenue and Free Cash Flow, which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”).
These are among the primary metrics by which we evaluate the performance of our businesses and which 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. These non-GAAP measures 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. IAC endeavors to compensate for the limitations
of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the
reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling
adjustments between the GAAP and non-GAAP measures, which are included in this release. Interim results are not necessarily indicative
of the results that may be expected for a full year.
Definitions of Non-GAAP Measures
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.
Angi
Inc. Pro Forma Net Revenue reflects the revenue for Services jobs on a net basis for all periods presented for the Services
segment and on a consolidated basis. Angi Inc. modified the Services terms and conditions so that the service professional, rather than
Angi Inc., has the contractual relationship with the consumer to deliver the service and Angi Inc.'s performance obligation to the consumer
is to connect them with the service professional. This change in contractual terms requires revenue be reported as the net amount of what
is received from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements
entered into after December 31, 2022. We believe Pro Forma Net Revenue is useful for analysts and investors because it can enhance
the comparability of revenue trends between periods and we use it for that purpose internally.
Free
Cash Flow is defined as net cash provided by operating activities, less capital expenditures. We believe Free Cash Flow is
useful to analysts and investors because it represents the cash that our operating businesses generate, before taking into account non-operational
cash movements. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance
for the period, nor does it represent the residual cash flow for discretionary expenditures. For example, it does not take into account
stock repurchases. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.
Non-Cash Expenses That Are Excluded from Adjusted
EBITDA
Stock-based
compensation expense 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.
Please see page 9 for a summary of our dilutive
securities, including stock-based awards as of August 4, 2023, and a description of the calculation methodology.
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, trade names, content, 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.
Metric Definitions
Dotdash Meredith
Digital
Revenue – Includes Advertising revenue, Performance Marketing revenue and Licensing and Other revenue.
(a) Advertising
revenue – primarily includes revenue generated from display advertisements sold both directly through our sales team and via
programmatic exchanges.
(b) Performance Marketing revenue – primarily
includes revenue generated through affiliate commerce, affinity marketing channels, and performance marketing commissions. Affiliate commerce
commission revenue is generated when Dotdash Meredith refers users to commerce partner websites resulting in a purchase or transaction.
Affinity marketing programs market and place magazine subscriptions for both Dotdash Meredith and third-party publisher titles. Performance
marketing commissions are generated on a cost-per-click or cost-per-action basis.
(c) Licensing and Other revenue – primarily
includes revenue generated through brand and content licensing agreements. Brand licensing generates royalties from multiple long-term
trademark licensing agreements with retailers, manufacturers, publishers and service providers. Content licensing royalties are earned
from our relationship with Apple News + as well as other content distribution relationships.
Print Revenue
– Primarily includes subscription, advertising, newsstand and performance marketing revenue.
Angi Inc.
Ads and
Leads Revenue - 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.
Services
Revenue – Reflects domestic revenue from pre-priced offerings by which the consumer requests services through an Angi
Inc. platform and Angi Inc. connects them with a service professional to perform the service.
Roofing
Revenue – Reflects revenue from the roof replacement business offering by which the consumer purchases services directly
from Angi Inc. and Angi Inc. engages a service professional to perform the service.
International
Revenue – Reflects revenue generated within the International segment (consisting of businesses in Europe and Canada),
including consumer connection revenue for consumer matches and membership subscription revenue from service professionals and consumers.
Other –
Reflects costs for corporate initiatives, shared costs, such as executive and public company costs, and other expenses not allocated to
the operating segments.
Pro Forma
Net Revenue – From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis. Effective
January 1, 2023, Angi Inc. modified the Services terms and conditions so that the service professional, rather than Angi Inc., has
the contractual relationship with the consumer to deliver the service and our performance obligation to the consumer is to connect them
with the service professional. This change in contractual terms requires revenue to be reported as the net amount of what is received
from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements entered
into after December 31, 2022. There is no impact to operating (loss) income or Adjusted EBITDA from the change in revenue recognition.
(a) Pro
Forma Services Net Revenue – Reflects Services revenue on a net basis for all periods presented.
(b) Pro Forma Angi Inc. Net Revenue –
Reflects Services revenue on a net basis for all periods presented and as reported revenue for the other segments, none of which had changes
to their revenue recognition reporting.
Metrics
Service
Requests - Reflect (i) fully completed and submitted domestic service requests for connections with Ads and Leads service
professionals, (ii) contacts to Ads and Leads service professionals generated via the service professional directory from unique
users in unique categories (such that multiple contacts from the same user in the same category in the same day are counted as one Service
Request) and (iii) requests to book Services jobs in the period.
Monetized
Transactions – Reflects (i) Service Requests that are matched to a paying Ads and Leads service professional in
the period and (ii) completed and in-process Services jobs in the period; a single Service Request can result in multiple monetized
transactions.
Transacting
Service Professionals – The number of (i) Ads and Leads service professionals that paid for consumer matches or
advertising and (ii) Services service professionals that performed a Services job, during the most recent quarter.
Search
Ask Media
Group Revenue - Consists of revenue generated from advertising principally through the display of paid listings in response
to search queries, as well as from display advertisements appearing alongside content on its various websites, and, to a lesser extent,
affiliate commerce commission revenue.
Desktop
Revenue - Consists of revenue generated by applications distributed through both direct-to-consumer marketing and business-to-business
partnerships.
OTHER INFORMATION
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995
This
press release and the IAC and Angi Inc. conference call, which will be held at 8:30 a.m. Eastern Time on Wednesday, August 9,
2023, may contain "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, business prospects and strategy, anticipated trends and prospects in the industries in which
IAC’s businesses operate and other similar matters. 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, advertising networks 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) the ability of our Digital business to successfully expand the digital
reach of our portfolio of publishing brands, (ix) risks related to our Print business (declining revenue, increased paper and postage
costs, reliance on a single supplier to print our magazines and potential increases in pension plan obligations), (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), while balancing the overall mix
of service requests and directory services on Angi platforms, (xii) our ability to access, collect and use personal data about our
users and subscribers, (xiii) our ability to engage directly with users, subscribers, consumers, service professionals and caregivers
on a timely basis, (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 investments
in IAC and 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, as well
as geopolitical conflicts, (xx) our ability to build, maintain and/or enhance our various brands, (xxi) the adverse impact of
COVID-19 and other similar outbreaks on our businesses, (xxii) our ability to protect our systems, technology and infrastructure
from cyberattacks and to protect personal and confidential user information (including credit card information), as well as the impact
of cyberattacks experienced by third parties, (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 IAC’s
filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect IAC's business,
financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking
statements 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’s management as of the date of this document. IAC does not undertake to update these forward-looking statements.
About IAC
IAC (NASDAQ: IAC) builds companies. We are guided by curiosity,
a questioning of the status quo, and a desire to invent or acquire new products and brands. From the single seed that started as
IAC over two decades ago have emerged 11 public companies and generations of exceptional leaders. We will always evolve, but our
basic principles of financially disciplined opportunism will never change. IAC is today comprised of category leading businesses
including Angi Inc. (NASDAQ: ANGI), Dotdash Meredith and Care.com, among many others ranging from early stage to established businesses.
IAC is headquartered in New York City with business locations worldwide.
Contact Us
IAC/Angi Inc. Investor Relations
Mark Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7251
IAC
555
West 18th Street, New York, NY 10011 (212) 314-7300 http://iac.com
* * *
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
IAC (NASDAQ:IAC)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
IAC (NASDAQ:IAC)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025