Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39356 | |
Entity Registrant Name | IAC INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3727412 | |
Entity Address, Address Line One | 555 West 18th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 212 | |
Local Phone Number | 314-7300 | |
Title of 12(b) Security | Common stock, par value $0.0001 | |
Trading Symbol | IAC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001800227 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 83,066,878 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,789,499 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 1,607,384 | $ 2,118,730 |
Marketable securities | 16,343 | 19,788 |
Accounts receivable, net of reserves | 587,567 | 693,208 |
Other current assets | 269,869 | 242,188 |
Total current assets | 2,481,163 | 3,073,914 |
Capitalized software, equipment, buildings, leasehold improvements and land, net | 583,888 | 570,525 |
Goodwill | 3,008,244 | 3,226,610 |
Intangible assets, net of accumulated amortization | 1,282,503 | 1,414,892 |
Investment in MGM Resorts International | 1,923,585 | 2,649,442 |
Long-term investments | 311,291 | 327,838 |
Other non-current assets | 850,899 | 1,037,067 |
TOTAL ASSETS | 10,441,573 | 12,300,288 |
LIABILITIES: | ||
Current portion of long-term debt | 30,000 | 30,000 |
Accounts payable, trade | 158,110 | 203,173 |
Deferred revenue | 158,767 | 165,451 |
Accrued expenses and other current liabilities | 738,371 | 980,574 |
Total current liabilities | 1,085,248 | 1,379,198 |
Long-term debt, net | 2,026,404 | 2,046,237 |
Deferred income taxes | 108,638 | 385,890 |
Other long-term liabilities | 650,795 | 721,262 |
Redeemable noncontrolling interests | 32,385 | 18,741 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY: | ||
Additional paid-in-capital | 6,282,690 | 6,265,669 |
(Accumulated deficit) retained earnings | (263,600) | 905,151 |
Accumulated other comprehensive (loss) income | (29,960) | 4,397 |
Treasury stock, 1,101 shares at September 30, 2022 | (85,323) | 0 |
Total IAC shareholders' equity | 5,903,816 | 7,175,226 |
Noncontrolling interests | 634,287 | 573,734 |
Total shareholders' equity | 6,538,103 | 7,748,960 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10,441,573 | 12,300,288 |
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,155 and 83,922 shares issued and 83,054 and 83,922 shares outstanding at September 30, 2022 and December 31, 2021, respectively | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, value | 8 | 8 |
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at September 30, 2022 and December 31, 2021 | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, value | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEET (U_2
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Treasury stock (in shares) | 1,101,000 | |
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,155 and 83,922 shares issued and 83,054 and 83,922 shares outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,600,000,000 | 1,600,000,000 |
Common stock issued (in shares) | 84,155,000 | 83,922,000 |
Common stock outstanding (in shares) | 83,054,000 | 83,922,000 |
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock issued (in shares) | 5,789,000 | 5,789,000 |
Common stock outstanding (in shares) | 5,789,000 | 5,789,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 1,300,901 | $ 924,068 | $ 3,988,827 | $ 2,540,185 |
Operating costs and expenses: | ||||
Cost of revenue (exclusive of depreciation shown separately below) | 453,513 | 340,510 | 1,499,968 | 828,744 |
Selling and marketing expense | 489,573 | 348,187 | 1,490,947 | 1,001,760 |
General and administrative expense | 260,073 | 183,299 | 750,746 | 521,170 |
Product development expense | 74,078 | 52,277 | 239,149 | 157,593 |
Depreciation | 27,567 | 17,795 | 86,855 | 54,093 |
Amortization of intangibles | 120,777 | 14,067 | 234,048 | 44,542 |
Goodwill impairment | 0 | 0 | 86,748 | 0 |
Total operating costs and expenses | 1,425,581 | 956,135 | 4,388,461 | 2,607,902 |
Operating loss | (124,680) | (32,067) | (399,634) | (67,717) |
Interest expense | (29,433) | (6,032) | (74,862) | (18,463) |
Unrealized gain (loss) on investment in MGM Resorts International | 42,523 | 29,517 | (970,112) | 687,155 |
Other income (expense), net | 19,678 | 79,539 | (63,048) | 133,388 |
(Loss) earnings from continuing operations before income taxes | (91,912) | 70,957 | (1,507,656) | 734,363 |
Income tax benefit (provision) | 26,065 | (9,910) | 325,517 | (151,046) |
Net (loss) earnings from continuing operations | (65,847) | 61,047 | (1,182,139) | 583,317 |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (1,831) |
Net (loss) earnings | (65,847) | 61,047 | (1,182,139) | 581,486 |
Net loss (earnings) attributable to noncontrolling interests | 2,024 | (357) | 13,388 | 3,089 |
Net (loss) earnings attributable to IAC shareholders | $ (63,823) | $ 60,690 | $ (1,168,751) | $ 584,575 |
Per share information from continuing operations: | ||||
Basic (loss) earnings per share (USD per share) | $ (0.74) | $ 0.68 | $ (13.51) | $ 6.58 |
Diluted (loss) earnings per share (USD per share) | (0.74) | 0.65 | (13.51) | 6.16 |
Per share information attributable to IAC Common Stock and Class B common stock shareholders: | ||||
Basic (loss) earnings per share (USD per share) | (0.74) | 0.68 | (13.51) | 6.56 |
Diluted (loss) earnings per share (USD per share) | $ (0.74) | $ 0.65 | $ (13.51) | $ 6.14 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 31,117 | $ 15,438 | $ 92,460 | $ 57,804 |
Cost of revenue | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 1,071 | 18 | 2,109 | 52 |
Selling and marketing expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 2,315 | 1,449 | 6,264 | 3,766 |
General and administrative expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | 24,860 | 11,762 | 74,791 | 48,695 |
Product development expense | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense | $ 2,871 | $ 2,209 | $ 9,296 | $ 5,291 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) earnings | $ (65,847) | $ 61,047 | $ (1,182,139) | $ 581,486 |
Other comprehensive (loss) income, net of income taxes: | ||||
Change in foreign currency translation adjustment | (18,173) | (1,560) | (36,266) | 11,260 |
Change in unrealized gains and losses on available-for-sale marketable debt securities | 0 | 0 | 0 | (2) |
Total other comprehensive (loss) income, net of income taxes | (18,173) | (1,560) | (36,266) | 11,258 |
Comprehensive (loss) income, net of income taxes | (84,020) | 59,487 | (1,218,405) | 592,744 |
Components of comprehensive loss (income) attributable to noncontrolling interests: | ||||
Net loss (earnings) attributable to noncontrolling interests | 2,024 | (357) | 13,388 | 3,089 |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 1,061 | 477 | 1,904 | (474) |
Comprehensive loss attributable to noncontrolling interests | 3,085 | 120 | 15,292 | 2,615 |
Comprehensive (loss) income attributable to IAC shareholders | $ (80,935) | $ 59,607 | $ (1,203,113) | $ 595,359 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Angi Inc. | IAC | Vivian Health | Vimeo | Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Vivian Health | Redeemable Noncontrolling Interests Vimeo | Total IAC Shareholders' Equity | Total IAC Shareholders' Equity Angi Inc. | Total IAC Shareholders' Equity IAC | Total IAC Shareholders' Equity Vivian Health | Total IAC Shareholders' Equity Vimeo | Common Stock Common Stock, $0.0001 par value | Common Stock Class B common stock, $0.0001 par value | Common Stock Common Stock, $0.001 par value | Common Stock Class B common stock, $0.001 par value | Additional Paid-in-Capital | Additional Paid-in-Capital Angi Inc. | Additional Paid-in-Capital Vivian Health | Additional Paid-in-Capital Vimeo | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income Angi Inc. | Treasury Stock | Treasury Stock IAC | Noncontrolling Interests | Noncontrolling Interests Angi Inc. |
Balance at beginning of period at Dec. 31, 2020 | $ 231,992 | |||||||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||
Net earnings (loss) | 3,487 | |||||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | 515 | |||||||||||||||||||||||||||
Issuance, creation of noncontrolling interest | $ 40,785 | |||||||||||||||||||||||||||
Distribution to and purchase of noncontrolling interests | (24,085) | |||||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | 777,592 | |||||||||||||||||||||||||||
Elimination of Vimeo noncontrolling interest | (1,002,324) | |||||||||||||||||||||||||||
Other | (1,878) | |||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2021 | 26,084 | |||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 7,150,928 | $ 6,597,575 | $ 0 | $ 0 | $ 83 | $ 6 | $ 5,909,614 | $ 694,042 | $ (6,170) | $ 553,353 | ||||||||||||||||||
Balance at beginning of period (shares) at Dec. 31, 2020 | 0 | 0 | 82,976 | 5,789 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net earnings (loss) | 577,999 | 584,575 | 584,575 | (6,576) | ||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | 10,705 | 10,746 | 10,746 | (41) | ||||||||||||||||||||||||
Stock-based compensation expense | 68,750 | 45,914 | 45,914 | 22,836 | ||||||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (37,866) | $ (55,807) | (37,866) | $ (53,353) | (37,866) | $ (53,366) | $ 13 | $ (2,454) | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 160 | 382 | ||||||||||||||||||||||||||
Purchase of Angi Inc. treasury stock | (35,403) | (35,403) | (35,403) | |||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | (777,592) | (777,592) | (777,592) | |||||||||||||||||||||||||
Issuance, creation of noncontrolling interest | $ 258,965 | $ 258,965 | $ 258,965 | |||||||||||||||||||||||||
Distribution to and purchase of noncontrolling interests | (570) | (570) | ||||||||||||||||||||||||||
Recapitalization of IAC upon Vimeo spin-off | 0 | $ 8 | $ 1 | $ (83) | $ (6) | 80 | ||||||||||||||||||||||
Recapitalization of IAC upon Vimeo spin-off (shares) | 83,358 | 5,789 | (83,358) | (5,789) | ||||||||||||||||||||||||
Spin-off of IAC's investment in Vimeo | (386,438) | (386,438) | (38) | (386,438) | 38 | |||||||||||||||||||||||
Elimination of Vimeo noncontrolling interest | 1,002,324 | 1,002,324 | 1,002,324 | |||||||||||||||||||||||||
Other | 148 | (262) | (262) | 410 | ||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2021 | 7,776,143 | 7,209,185 | $ 8 | $ 1 | $ 0 | $ 0 | 6,312,370 | 892,179 | 4,627 | 566,958 | ||||||||||||||||||
Balance at end of period (shares) at Sep. 30, 2021 | 83,518 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2021 | 24,193 | |||||||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||
Net earnings (loss) | 2,778 | |||||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | (74) | |||||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | 1,061 | |||||||||||||||||||||||||||
Other | (1,874) | |||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2021 | 26,084 | |||||||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2021 | 7,745,148 | 7,178,851 | $ 8 | $ 1 | $ 0 | $ 0 | 6,341,667 | 831,489 | 5,686 | 566,297 | ||||||||||||||||||
Balance at beginning of period (shares) at Jun. 30, 2021 | 83,444 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net earnings (loss) | 58,269 | 60,690 | 60,690 | (2,421) | ||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | (1,486) | (1,083) | (1,083) | (403) | ||||||||||||||||||||||||
Stock-based compensation expense | 15,442 | 6,626 | 6,626 | 8,816 | ||||||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (8,792) | (1,066) | (8,792) | 4,105 | (8,792) | 4,081 | 24 | (5,171) | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 74 | |||||||||||||||||||||||||||
Purchase of Angi Inc. treasury stock | (29,766) | (29,766) | (29,766) | |||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | (1,061) | (1,061) | (1,061) | |||||||||||||||||||||||||
Distribution to and purchase of noncontrolling interests | (570) | (570) | ||||||||||||||||||||||||||
Other | 25 | (385) | (385) | 410 | ||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2021 | 7,776,143 | 7,209,185 | $ 8 | $ 1 | $ 0 | $ 0 | 6,312,370 | 892,179 | 4,627 | 566,958 | ||||||||||||||||||
Balance at end of period (shares) at Sep. 30, 2021 | 83,518 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2021 | 18,741 | 18,741 | ||||||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||
Net earnings (loss) | (1,647) | |||||||||||||||||||||||||||
Issuance, creation of noncontrolling interest | $ (11,782) | |||||||||||||||||||||||||||
Distribution to and purchase of noncontrolling interests | (1,179) | |||||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | 28,897 | |||||||||||||||||||||||||||
Other | (645) | |||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2022 | 32,385 | 32,385 | ||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2021 | 7,748,960 | 7,175,226 | $ 8 | $ 1 | $ 0 | $ 0 | 6,265,669 | 905,151 | 4,397 | $ 0 | 573,734 | |||||||||||||||||
Balance at beginning of period (shares) at Dec. 31, 2021 | 83,922 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net earnings (loss) | (1,180,492) | (1,168,751) | (1,168,751) | (11,741) | ||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | (36,266) | (34,362) | (34,362) | (1,904) | ||||||||||||||||||||||||
Stock-based compensation expense | 94,653 | 53,682 | 53,682 | 40,971 | ||||||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (15,965) | (6,043) | (15,965) | (7,787) | (15,965) | (7,792) | 5 | 1,744 | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 233 | |||||||||||||||||||||||||||
Purchase of Angi Inc. treasury stock | (8,144) | $ (85,323) | (8,144) | $ (85,323) | (8,144) | $ (85,323) | ||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | (28,897) | (28,897) | (28,897) | |||||||||||||||||||||||||
Issuance, creation of noncontrolling interest | $ 54,700 | $ 15,380 | $ 15,380 | 39,320 | ||||||||||||||||||||||||
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary | 0 | 7,835 | (7,835) | |||||||||||||||||||||||||
Other | 920 | 922 | 922 | (2) | ||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2022 | 6,538,103 | 5,903,816 | $ 8 | $ 1 | $ 0 | $ 0 | 6,282,690 | (263,600) | (29,960) | (85,323) | 634,287 | |||||||||||||||||
Balance at end of period (shares) at Sep. 30, 2022 | 84,155 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2022 | 27,408 | |||||||||||||||||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||
Net earnings (loss) | 740 | |||||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | 4,856 | |||||||||||||||||||||||||||
Other | (619) | |||||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2022 | 32,385 | $ 32,385 | ||||||||||||||||||||||||||
Balance at beginning of period at Jun. 30, 2022 | 6,625,163 | 5,990,230 | $ 8 | $ 1 | $ 0 | $ 0 | 6,261,929 | (199,777) | (12,852) | (59,079) | 634,933 | |||||||||||||||||
Balance at beginning of period (shares) at Jun. 30, 2022 | 84,132 | 5,789 | 0 | 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Net earnings (loss) | (66,587) | (63,823) | (63,823) | (2,764) | ||||||||||||||||||||||||
Other comprehensive income (loss), net of income taxes | (18,173) | (17,112) | (17,112) | (1,061) | ||||||||||||||||||||||||
Stock-based compensation expense | 32,045 | 18,741 | 18,741 | 13,304 | ||||||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (1,155) | $ (2,120) | (1,155) | $ (3,686) | (1,155) | $ (3,690) | $ 4 | $ 1,566 | ||||||||||||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 23 | |||||||||||||||||||||||||||
Purchase of Angi Inc. treasury stock | $ (26,244) | $ (26,244) | $ (26,244) | |||||||||||||||||||||||||
Adjustment of noncontrolling interests to fair value | (4,856) | (4,856) | (4,856) | |||||||||||||||||||||||||
Adjustment to Vivian Health preferred shares to liquidation value | $ 0 | $ 3,854 | $ 3,854 | (3,854) | ||||||||||||||||||||||||
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary | 0 | 7,835 | 7,835 | (7,835) | ||||||||||||||||||||||||
Other | 30 | 32 | 32 | (2) | ||||||||||||||||||||||||
Balance at end of period at Sep. 30, 2022 | $ 6,538,103 | $ 5,903,816 | $ 8 | $ 1 | $ 0 | $ 0 | $ 6,282,690 | $ (263,600) | $ (29,960) | $ (85,323) | $ 634,287 | |||||||||||||||||
Balance at end of period (shares) at Sep. 30, 2022 | 84,155 | 5,789 | 0 | 0 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Common Stock, $0.0001 par value | ||
Common stock, par value (USD per share) | $ 0.0001 | |
Common Stock, $0.0001 par value | Common Stock | ||
Common stock, par value (USD per share) | 0.0001 | $ 0.0001 |
Class B common stock, $0.0001 par value | ||
Common stock, par value (USD per share) | 0.0001 | |
Class B common stock, $0.0001 par value | Common Stock | ||
Common stock, par value (USD per share) | 0.0001 | 0.0001 |
Common Stock, $0.001 par value | Common Stock | ||
Common stock, par value (USD per share) | 0.001 | 0.001 |
Class B common stock, $0.001 par value | Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities attributable to continuing operations: | ||
Net (loss) earnings | $ (1,182,139) | $ 581,486 |
Less: Loss from discontinued operations, net of tax | 0 | (1,831) |
Net (loss) earnings from continuing operations | (1,182,139) | 583,317 |
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities attributable to continuing operations: | ||
Stock-based compensation expense | 92,460 | 57,804 |
Amortization of intangibles | 234,048 | 44,542 |
Depreciation | 86,855 | 54,093 |
Provision for credit losses | 87,657 | 66,428 |
Goodwill impairment | 86,748 | 0 |
Deferred income taxes | (333,202) | 150,617 |
Unrealized loss (gain) on investment in MGM Resorts International | 970,112 | (687,155) |
Losses (gains) on investments in equity securities, net | 10,145 | (44,963) |
Unrealized increase in the estimated fair value of a warrant | (21,318) | (102,331) |
Non-cash lease expense (including right-of-use asset impairments) | 56,879 | 24,497 |
Pension and postretirement benefit expense | 78,088 | 0 |
Other adjustments, net | 23,900 | 41,278 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts receivable | 3,607 | (114,645) |
Other assets | 261 | 19,001 |
Operating lease liabilities | (47,726) | (20,513) |
Accounts payable and other liabilities | (244,371) | 103,756 |
Income taxes payable and receivable | (3,696) | (6,037) |
Deferred revenue | 199 | 39,940 |
Net cash (used in) provided by operating activities attributable to continuing operations | (101,493) | 209,629 |
Cash flows from investing activities attributable to continuing operations: | ||
Acquisitions, net of cash acquired | 0 | (25,364) |
Capital expenditures | (112,840) | (69,401) |
Proceeds from maturities of marketable debt securities | 0 | 225,000 |
Cash distribution related to the spin-off of IAC's investment in Vimeo | 0 | (333,184) |
Net proceeds from the sale of businesses and investments | 41,272 | 11,915 |
Purchases of investment in MGM Resorts International | (244,256) | 0 |
Purchases of investments | (3,036) | (23,892) |
Decrease in notes receivable | 19,497 | 0 |
Other, net | 5,215 | (1,627) |
Net cash used in investing activities attributable to continuing operations | (294,148) | (216,553) |
Cash flows from financing activities attributable to continuing operations: | ||
Principal payments on Dotdash Meredith Term Loans | (22,500) | 0 |
Principal payments on ANGI Group Term Loan | 0 | (220,000) |
Debt issuance costs | (785) | 0 |
Proceeds from the issuance of Vivian Health preferred shares, net of fees | 34,700 | 0 |
Proceeds from the exercise of IAC stock options | 0 | 1,496 |
Purchase of noncontrolling interests | (1,179) | (24,655) |
Other, net | 4,637 | 685 |
Net cash used in financing activities attributable to continuing operations | (101,239) | (369,105) |
Total cash used in continuing operations | (496,880) | (376,029) |
Net cash provided by operating activities attributable to discontinued operations | 0 | 18,053 |
Net cash provided by investing activities attributable to discontinued operations | 0 | 7,602 |
Net cash provided by financing activities attributable to discontinued operations | 0 | 293,577 |
Total cash provided by discontinued operations | 0 | 319,232 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (7,913) | (156) |
Net decrease in cash and cash equivalents and restricted cash | (504,793) | (56,953) |
Cash and cash equivalents and restricted cash at beginning of period | 2,121,864 | 3,477,110 |
Cash and cash equivalents and restricted cash at end of period | 1,617,071 | 3,420,157 |
IAC | ||
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (85,323) | 0 |
Angi Inc. | ||
Cash flows from financing activities attributable to continuing operations: | ||
Purchase of treasury stock | (8,144) | (35,403) |
IAC employees | ||
Cash flows from financing activities attributable to continuing operations: | ||
Withholding taxes paid on behalf of employees on net settled stock-based awards | (17,058) | (35,093) |
Angi Inc. employees | ||
Cash flows from financing activities attributable to continuing operations: | ||
Withholding taxes paid on behalf of employees on net settled stock-based awards | $ (5,587) | $ (56,135) |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. 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). 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. 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. 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. 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. The Company's disaggregated revenue disclosures are presented in " Note 8—Segment Information ." 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 $165.5 million and $0.4 million, respectively, at December 31, 2021, and $137.7 million and $0.7 million, respectively, at December 31, 2020. During the nine months ended September 30, 2022, the Company recognized $147.3 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 $123.5 million of revenue that was included in the deferred revenue balance at December 31, 2020. The current and non-current deferred revenue balances are $158.8 million and $0.3 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. Costs to Obtain a Contract with a Customer The Company uses a portfolio approach to assess the accounting treatment of the incremental costs to obtain a contract with a customer. The Company recognizes an asset 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. 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 following table presents the capitalized costs to obtain a contract with a customer at September 30, 2022 and December 31, 2021, respectively: September 30, 2022 December 31, 2021 Sales Commissions App Store Fees Total Sales Commissions App Store Fees Total (In thousands) Current $ 49,421 $ 9,052 $ 58,473 $ 39,669 $ 9,023 $ 48,692 Non-current 4,596 — 4,596 6,086 — 6,086 Total $ 54,017 $ 9,052 $ 63,069 $ 45,755 $ 9,023 $ 54,778 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. 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. 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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | 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 $42.18 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. The total purchase price was calculated and allocated as follows: (In thousands) Common stock of Meredith $ 1,931,376 Cash payment used to settle a portion of Meredith debt 625,000 Cash settlement of all outstanding vested equity awards and deferred compensation 130,089 Total purchase price $ 2,686,465 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 $ 12,436 Accounts receivable 369,549 Other current assets 96,116 Leasehold improvements, equipment, buildings, land and capitalized software 274,026 Goodwill 1,468,032 Intangible assets 1,213,159 Other non-current assets 677,153 Total assets 4,110,471 Customer deposit liability (142,206) Other current liabilities (401,857) Deferred income taxes (294,715) Other non-current liabilities (585,228) Net assets acquired $ 2,686,465 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. The preliminary fair values of the identifiable intangible assets acquired at the date of acquisition are as follows: (In thousands) Useful Life Indefinite-lived trade names and trademarks $ 450,150 Indefinite-lived Advertiser relationships 297,000 5 Licensee relationships 171,000 3-6 Digital content 96,200 2-3 Subscriber relationships 71,109 1-2 Developed technology 66,200 2-3 Trade name and trademarks 61,500 1-5 Total identifiable intangible assets acquired $ 1,213,159 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 $3.8 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; 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 $60 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. 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 $38.2 million and $108.7 million, respectively, related to intangible asset adjustments in purchase accounting. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (In thousands, except per share data) Revenue $ 1,437,989 $ 4,047,635 Net earnings from continuing operations $ 54,186 $ 618,622 Basic earnings per share from continuing operations $ 0.60 $ 6.98 Diluted earnings per share from continuing operations $ 0.57 $ 6.54 Net earnings attributable to IAC shareholders $ 53,829 $ 619,880 Basic earnings per share attributable to IAC shareholders $ 0.60 $ 6.96 Diluted earnings per share attributable to IAC shareholders $ 0.57 $ 6.51 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 3—GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net are as follows: September 30, 2022 December 31, 2021 (In thousands) Goodwill $ 3,008,244 $ 3,226,610 Intangible assets with definite lives, net of accumulated amortization 588,679 735,743 Intangible assets with indefinite lives 693,824 679,149 Total goodwill and intangible assets, net $ 4,290,747 $ 4,641,502 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: Balance at December 31, 2021 Deductions Impairment Foreign Balance at September 30, 2022 (In thousands) Dotdash Meredith $ 1,567,843 $ (115,994) $ — $ — $ 1,451,849 Angi Inc. 916,375 (816) — (12,089) 903,470 Emerging & Other 742,392 (2,719) (86,748) — 652,925 Total $ 3,226,610 $ (119,529) $ (86,748) $ (12,089) $ 3,008,244 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. 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 $86.7 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 16.0% 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 $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. 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: Balance at December 31, 2020 Additions Deductions Foreign Balance at December 31, 2021 (In thousands) Dotdash Meredith $ — $ 1,567,843 $ — $ — $ 1,567,843 Angi Inc. 892,133 26,822 — (2,580) 916,375 Emerging & Other 767,969 — (25,376) (201) 742,392 Total $ 1,660,102 $ 1,594,665 $ (25,376) $ (2,781) $ 3,226,610 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 $981.3 million and $198.3 million at Search and Dotdash Meredith, respectively. The September 30, 2022 goodwill balance also reflects an impairment loss of $86.7 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. At September 30, 2022 and December 31, 2021, intangible assets with definite lives are as follows: September 30, 2022 Gross Accumulated Net Weighted-Average (In thousands) (Years) Advertiser relationships $ 297,000 $ (67,907) $ 229,093 5.0 Technology 198,429 (159,347) 39,082 3.5 Licensee relationships 171,000 (34,817) 136,183 4.9 Content 106,639 (50,834) 55,805 2.9 Trade names 101,594 (30,404) 71,190 5.5 Service professional relationships 97,143 (96,828) 315 3.0 Customer lists and user base 68,371 (39,526) 28,845 6.4 Subscriber relationships 56,300 (28,134) 28,166 2.0 Total $ 1,096,476 $ (507,797) $ 588,679 4.3 December 31, 2021 Gross Accumulated Net Weighted-Average (In thousands) (Years) Advertiser relationships $ 334,000 $ (6,386) $ 327,614 5.2 Technology 133,318 (106,415) 26,903 4.2 Licensee relationships 150,000 (2,923) 147,077 4.9 Content 10,439 (10,439) — 3.4 Trade names 145,598 (18,224) 127,374 5.1 Service professional relationships 98,789 (97,877) 912 3.0 Customer lists and user base 68,730 (32,606) 36,124 6.4 Subscriber relationships 73,700 (3,961) 69,739 2.0 Total $ 1,014,574 $ (278,831) $ 735,743 4.6 At September 30, 2022, amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2022 $ 66,898 2023 207,069 2024 133,941 2025 84,295 2026 68,864 Thereafter 27,612 Total $ 588,679 |
DOTDASH MEREDITH RESTRUCTURING
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS | 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 Com pany incurred $24.7 million and $60.8 million, respectively, of related restructuring charges, including $3.4 million and $36.5 million, r espectively, 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 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. A summary of the costs incurred, payments made and related accruals for the nine months ended September 30, 2022 is presented below: September 30, 2022 Digital Print Other (a) Total (In thousands) Restructuring charge accruals Charges incurred $ 29,090 $ 26,051 $ 5,696 $ 60,837 Payments (5,888) (16,865) (2,038) (24,791) Non-cash (b) (21,309) (425) — (21,734) Restructuring accruals as of September 30, 2022 $ 1,893 $ 8,761 $ 3,658 $ 14,312 _____________________ (a) Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments. (b) Includes $21.3 million impairment of ROU assets, leasehold improvements and furniture and equipment and $0.4 million related to the write-off of inventory. The costs are allocated as follows in the statement of operations: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Cost of revenue $ 1,320 $ 17,921 Selling and marketing expense 636 10,251 General and administrative expense 15,702 24,560 Product development expense 84 1,099 Depreciation 7,006 7,006 Total $ 24,748 $ 60,837 Dotdash Meredith anticipates the estimated remaining costs associated with the 2022 restructuring events will be approximately $1.0 million and will be paid by December 31, 2023 from existing cash on hand. A summary of the remaining costs is presented below: As of September 30, 2022 Digital Print Other (a) Total (In thousands) Remaining estimated restructuring costs $ 64 $ 352 $ 551 $ 967 Transaction-Related Expenses For the three and nine months ended September 30, 2022, Dotdash Meredith incu rred $0.8 million and $6.0 million, res pectively, of transaction-related expenses related to the acquisition of Meredith. 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 form er 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. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 5—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Marketable Securities At September 30, 2022 and December 31, 2021, the fair value of marketable securities are as follows: September 30, 2022 December 31, 2021 (In thousands) Marketable equity securities $ 16,343 $ 19,788 Total marketable securities $ 16,343 $ 19,788 The Company has two 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 $14.0 million and $8.3 million during the three and nine months ended September 30, 2022 for these investments, respectively, and an unrealized pre-tax gain of $25.8 million in bo th 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 $3.5 million and a realized gain of $7.2 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. Investment in MGM Resorts International September 30, 2022 December 31, 2021 (In thousands) Investment in MGM Resorts International $ 1,923,585 $ 2,649,442 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 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 $42.5 million and an unrealized pre-tax loss of $970.1 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 $29.5 million and $687.2 million, respectively. The cumulative unrealized net pre-tax gain through September 30, 2022 is $659.7 million. Long-term Investments Long-term investments consist of: September 30, 2022 December 31, 2021 (In thousands) Equity securities without readily determinable fair values $ 307,047 $ 324,649 Equity method investment 4,244 3,189 Total long-term investments $ 311,291 $ 327,838 Equity Securities without Readily Determinable Fair Values 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. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Upward adjustments (gross unrealized pre-tax gains) $ 8,245 $ 7,616 $ 8,245 $ 8,992 Downward adjustments including impairments (gross unrealized pre-tax losses) — (100) (22,376) (100) Total $ 8,245 $ 7,516 $ (14,131) $ 8,892 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 $36.9 million and $61.0 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Realized pre-tax gains, net, for equity securities $ 11,840 $ 3,022 $ 12,302 $ 3,103 Unrealized pre-tax gains (losses), net, on equity securities held 8,245 7,516 (14,131) 8,892 Total pre-tax gains (losses), net recognized $ 20,085 $ 10,538 $ (1,829) $ 11,995 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. 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 26.7% 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. The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2022 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 1,224,922 $ — $ — $ 1,224,922 Time deposits — 11,039 — 11,039 Marketable equity securities 16,343 — — 16,343 Investment in MGM 1,923,585 — — 1,923,585 Other non-current assets: Warrant — — 130,612 130,612 Total $ 3,164,850 $ 11,039 $ 130,612 $ 3,306,501 December 31, 2021 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 1,660,921 $ — $ — $ 1,660,921 Time deposits — 6,057 — 6,057 Marketable equity security 19,788 — — 19,788 Investment in MGM 2,649,442 — — 2,649,442 Other non-current assets: Warrant — — 109,294 109,294 Total $ 4,330,151 $ 6,057 $ 109,294 $ 4,445,502 Liabilities: Contingent consideration arrangements $ (612) $ (612) 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): Three Months Ended September 30, 2022 2021 Warrant Warrant Contingent (In thousands) Balance at July 1 $ 122,145 $ 60,532 $ — Total net gains (losses): Fair value adjustments included in earnings 8,467 47,075 (15,000) Balance at September 30 $ 130,612 $ 107,607 $ (15,000) Nine Months Ended September 30, 2022 2021 Warrant Contingent Warrant Contingent (In thousands) Balance at January 1 $ 109,294 $ (612) $ 5,276 $ — Total net gains (losses): Fair value adjustments included in earnings 21,318 612 102,331 (15,000) Balance at September 30 $ 130,612 $ — $ 107,607 $ (15,000) Warrant As part of the Company's investment in Turo preferred shares, the Company received a warrant that is recorded at fair value each reporting period with any change included in "Other income (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. 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 $7.0 million, however, as of September 30, 2022 the 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 $15.0 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 The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair (In thousands) Current portion of long-term debt $ (30,000) $ (27,150) $ (30,000) $ (29,550) Long-term debt, net (a) $ (2,026,404) $ (1,748,636) $ (2,046,237) $ (2,061,450) _____________________ (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 $21.1 million and $23.8 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. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 6—LONG-TERM DEBT Long-term debt consists of: September 30, 2022 December 31, 2021 (In thousands) Dotdash Meredith Debt Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026 $ 336,875 $ 350,000 Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028 1,240,625 1,250,000 Total Dotdash Meredith long-term debt 1,577,500 1,600,000 Less: current portion of Dotdash Meredith long-term debt 30,000 30,000 Less: original issue discount 5,521 6,176 Less: unamortized debt issuance costs 10,673 12,139 Total Dotdash Meredith long-term debt, net 1,531,306 1,551,685 ANGI Group Debt 3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15, which commenced February 15, 2021 500,000 500,000 Less: unamortized debt issuance costs 4,902 5,448 Total ANGI Group long-term debt, net 495,098 494,552 Total long-term debt, net $ 2,026,404 $ 2,046,237 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 five-year $350 million Dotdash Meredith Term Loan A, (ii) the seven-year $1.25 billion Dotdash Meredith Term Loan B (and together with Dotdash Meredith Term Loan A, the "Dotdash Meredith Term Loans") and (iii) a five-year $150 million revolving credit facility ("Dotdash Meredith Revolving Facility"). The 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 2.25% and 2.00%, or 4.86% and 2.15%, respectively, and the Dotdash Meredith Term Loan B bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 6.61% and 4.50%, 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 $336.9 million and $1.24 billion at September 30, 2022, respectively, and $350.0 million and $1.25 billion at December 31, 2021, respectively. The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $4.4 million through December 31, 2024, $8.8 million through December 31, 2025 and approximately $13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of $3.1 million through maturity. 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. There were no 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 40 and 35 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) $1.00 or more of loans under the Dotdash Meredith Revolving Facility or Dotdash Meredith Term Loan A are outstanding, or (ii) the outstanding face amount of undrawn letters of credit, other than cash collateralized letters of credit at 102% of face value, exceeds $25 million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio as of the last day of such quarter to exceed 5.5 to 1.0. The Dotdash Meredith Credit Agreement also contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio exceeds 4.0 to 1.0; 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 3.75 to 1.0, provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. At September 30, 2022 there were no limitations pursuant thereto. The $250 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 $220.0 million of the ANGI Group Term Loan principal, which otherwise would have matured on November 5, 2023. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | NOTE 7—ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive (loss) income into earnings: Three months ended September 30, 2022 2021 Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment (In thousands) Balance at July 1 $ (12,852) $ 5,686 Other comprehensive loss before reclassifications (17,112) (1,083) Amounts reclassified to earnings — — Net current period other comprehensive loss (17,112) (1,083) Accumulated other comprehensive loss allocated to noncontrolling interests during the period 4 24 Balance at September 30 $ (29,960) $ 4,627 Nine Months Ended September 30, 2022 2021 Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ 4,397 $ (6,172) $ 2 $ (6,170) Other comprehensive (loss) income before reclassifications (34,362) 754 (2) 752 Amounts reclassified to earnings — 10,032 — 10,032 Net current period other comprehensive (loss) income (34,362) 10,786 (2) 10,784 Accumulated other comprehensive loss allocated to noncontrolling interests during the period 5 13 — 13 Balance at September 30 $ (29,960) $ 4,627 $ — $ 4,627 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 no income tax benefit or provision on the accumulated other comprehensive (loss) income. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 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. The following table presents revenue by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue Dotdash Meredith Digital $ 220,749 $ 65,165 $ 671,424 $ 203,919 Print 251,471 — 801,756 — Intersegment eliminations (a) (5,135) — (16,100) — Total Dotdash Meredith 467,085 65,165 1,457,080 203,919 Angi Inc. 498,036 461,565 1,449,977 1,269,582 Search 156,719 228,445 578,287 593,086 Emerging & Other 180,820 168,923 508,903 473,735 Intersegment eliminations (1,759) (30) (5,420) (137) Total $ 1,300,901 $ 924,068 $ 3,988,827 $ 2,540,185 The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Dotdash Meredith Digital: Display advertising revenue $ 148,309 $ 42,911 $ 442,950 $ 125,014 Performance marketing revenue 46,089 21,881 144,127 77,432 Licensing and other revenue 26,351 373 84,347 1,473 Total digital revenue 220,749 65,165 671,424 203,919 Print: Subscription revenue 97,373 — 339,276 — Advertising revenue 64,446 — 208,399 — Project and other revenue 39,419 — 114,698 — Newsstand revenue 37,180 — 104,015 — Performance marketing revenue 13,053 — 35,368 — Total print revenue 251,471 — 801,756 — Intersegment eliminations (a) (5,135) — (16,100) — Total Dotdash Meredith revenue $ 467,085 $ 65,165 $ 1,457,080 $ 203,919 (a) Includes intersegment eliminations related to digital performance marketing revenue of $5.1 million and $15.9 million for the three and nine months ended September 30, 2022. Angi Inc. North America Angi Ads and Leads: Consumer connection revenue (b) $ 260,242 $ 238,421 $ 732,075 $ 699,867 Advertising revenue (c) 67,045 63,953 195,906 187,308 Membership subscription revenue (d) 14,795 17,079 46,586 51,026 Other revenue 5,658 6,703 16,127 21,412 Total Angi Ads and Leads revenue 347,740 326,156 990,694 959,613 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Angi Services revenue (e) 131,862 117,375 395,894 244,904 Total North America revenue 479,602 443,531 1,386,588 1,204,517 Europe Consumer connection revenue (b) 15,576 14,530 54,320 54,226 Service professional membership subscription revenue 2,575 3,215 8,203 9,874 Advertising and other revenue 283 289 866 965 Total Europe revenue 18,434 18,034 63,389 65,065 Total Angi Inc. revenue $ 498,036 $ 461,565 $ 1,449,977 $ 1,269,582 (b) Includes fees paid by service professionals for consumer matches. (c) Includes revenue from service professionals under contract for advertising. (d) Includes membership subscription revenue from service professionals and consumers. (e) Includes revenue from pre-priced offerings and revenue from Angi Roofing. Search Advertising revenue Google advertising revenue: $ 119,576 $ 171,222 $ 394,074 $ 480,157 Non-Google advertising revenue 36,087 53,401 180,164 101,135 Total advertising revenue 155,663 224,623 574,238 581,292 Other revenue 1,056 3,822 4,049 11,794 Total Search revenue $ 156,719 $ 228,445 $ 578,287 $ 593,086 Emerging & Other Subscription revenue $ 91,405 $ 96,763 $ 278,722 $ 268,993 Marketplace revenue 73,709 63,456 202,380 173,615 Media production and distribution revenue 8,954 730 9,558 11,142 Advertising revenue: Non-Google advertising revenue 4,102 5,039 11,765 12,351 Google advertising revenue 535 862 1,659 1,983 Total advertising revenue 4,637 5,901 13,424 14,334 Service and other revenue 2,115 2,073 4,819 5,651 Total Emerging & Other revenue $ 180,820 $ 168,923 $ 508,903 $ 473,735 Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue: United States $ 1,209,748 $ 796,808 $ 3,684,184 $ 2,156,061 All other countries 91,153 127,260 304,643 384,124 Total $ 1,300,901 $ 924,068 $ 3,988,827 $ 2,540,185 September 30, 2022 December 31, 2021 (In thousands) Long-lived assets (excluding goodwill, intangible assets, and ROU assets): United States $ 576,534 $ 562,628 All other countries 7,354 7,897 Total $ 583,888 $ 570,525 The following tables present operating (loss) income and Adjusted EBITDA by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Operating (loss) income: Dotdash Meredith Digital $ (104,445) $ 7,082 $ (95,217) $ 44,383 Print 27,325 — (31,109) — Other (f) (18,378) — (52,924) — Total Dotdash Meredith (g) (95,498) 7,082 (179,250) 44,383 Angi Inc. (11,058) (14,973) (65,901) (47,595) Search 19,085 30,011 70,461 74,059 Emerging & Other (1,577) (22,239) (114,402) (23,946) Corporate (35,632) (31,948) (110,542) (114,618) Total $ (124,680) $ (32,067) $ (399,634) $ (67,717) _____________________ (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 $24.7 million and $60.8 million and transaction-related expenses of $0.8 million and $6.0 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 $7.0 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. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Adjusted EBITDA (h) : Dotdash Meredith (i) Digital $ 22,602 $ 8,202 $ 108,718 $ 48,673 Print $ 23,097 $ — $ 18,882 $ — Other (f) $ (14,506) $ — $ (48,706) $ — Angi Inc. $ 22,882 $ 12,395 $ 29,402 $ 31,139 Search $ 19,111 $ 30,031 $ 70,528 $ 74,087 Emerging & Other $ 2,425 $ 2,737 $ (13,719) $ 21,592 Corporate $ (20,830) $ (23,132) $ (65,240) $ (71,769) _____________________ (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. (i) Dotdash Meredith includes restructuring charges of $17.7 million and $53.8 million and transaction-related expenses of $0.8 million and $6.0 million related to the acquisition of Meredith for the three and nine months ended September 30, 2022, respectively. See " Note 4—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-in-Control Payments " for additional information. The following tables reconcile operating (loss) income for the Company's reportable segments and net (loss) earnings attributable to IAC shareholders to Adjusted EBITDA: Three Months Ended September 30, 2022 Operating (Loss) Income (g) Stock-based Depreciation (g)(j) Amortization of Intangibles (j) Adjusted EBITDA (h)(i) (In thousands) Dotdash Meredith Digital $ (104,445) $ 5,814 $ 5,312 $ 115,921 $ 22,602 Print 27,325 $ 391 $ (2,154) $ (2,465) $ 23,097 Other (f) (18,378) $ 53 $ 3,819 $ — $ (14,506) Angi Inc. (11,058) $ 12,376 $ 17,759 $ 3,805 $ 22,882 Search 19,085 $ — $ 26 $ — $ 19,111 Emerging & Other (1,577) $ 175 $ 311 $ 3,516 $ 2,425 Corporate (k) (35,632) $ 12,308 $ 2,494 $ — $ (20,830) Total (124,680) Interest expense (29,433) Unrealized gain on investment in MGM Resorts International 42,523 Other income, net 19,678 Loss before income taxes (91,912) Income tax benefit 26,065 Net loss (65,847) Net loss attributable to noncontrolling interests 2,024 Net loss attributable to IAC shareholders $ (63,823) _____________________ (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. Three Months Ended September 30, 2021 Operating Income (Loss) Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted EBITDA (h) (In thousands) Dotdash Meredith $ 7,082 $ — $ 527 $ 593 $ — $ 8,202 Angi Inc. (14,973) $ 8,813 $ 14,701 $ 3,854 $ — $ 12,395 Search 30,011 $ — $ 20 $ — $ — $ 30,031 Emerging & Other (22,239) $ 25 $ 331 $ 9,620 $ 15,000 $ 2,737 Corporate (k) (31,948) $ 6,600 $ 2,216 $ — $ — $ (23,132) Total (32,067) Interest expense (6,032) Unrealized gain on investment in MGM Resorts International 29,517 Other income, net 79,539 Earnings before income taxes 70,957 Income tax provision (9,910) Net earnings 61,047 Net earnings attributable to noncontrolling interests (357) Net earnings attributable to IAC shareholders $ 60,690 Nine Months Ended September 30, 2022 Operating (Loss) Income (g) Stock-based Depreciation (g) Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Goodwill Impairment Adjusted EBITDA (h)(i) (In thousands) Dotdash Meredith Digital $ (95,217) $ 14,889 $ 21,004 $ 168,654 $ (612) $ — $ 108,718 Print (31,109) $ 659 $ 8,010 $ 41,322 $ — $ — $ 18,882 Other (f) (52,924) $ 92 $ 4,126 $ — $ — $ — $ (48,706) Angi Inc. (65,901) $ 38,778 $ 45,112 $ 11,413 $ — $ — $ 29,402 Search 70,461 $ — $ 67 $ — $ — $ — $ 70,528 Emerging & Other (114,402) $ 283 $ 993 $ 12,659 $ — $ 86,748 $ (13,719) Corporate (k) (110,542) $ 37,759 $ 7,543 $ — $ — $ — $ (65,240) Total (399,634) Interest expense (74,862) Unrealized loss on investment in MGM Resorts International (970,112) Other expense, net (63,048) Loss before income taxes (1,507,656) Income tax benefit 325,517 Net loss (1,182,139) Net loss attributable to noncontrolling interests 13,388 Net loss attributable to IAC shareholders $ (1,168,751) Nine Months Ended September 30, 2021 Operating Income (Loss) Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (h) (In thousands) Dotdash Meredith $ 44,383 $ — $ 1,706 $ 2,584 $ — $ 48,673 Angi Inc. (47,595) $ 20,390 $ 45,728 $ 12,616 $ — $ 31,139 Search 74,059 $ — $ 28 $ — $ — $ 74,087 Emerging & Other (23,946) $ 75 $ 1,121 $ 29,342 $ 15,000 $ 21,592 Corporate (k) (114,618) $ 37,339 $ 5,510 $ — $ — $ (71,769) Total (67,717) Interest expense (18,463) Unrealized gain on investment in MGM Resorts International 687,155 Other income, net 133,388 Earnings from continuing operations before income taxes 734,363 Income tax provision (151,046) Net earnings from continuing operations 583,317 Loss from discontinued operations, net of tax (1,831) Net earnings 581,486 Net loss attributable to noncontrolling interests 3,089 Net earnings attributable to IAC shareholders $ 584,575 |
PENSION AND POSTRETIREMENT BENE
PENSION AND POSTRETIREMENT BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT BENEFIT PLANS | NOTE 9—PENSION AND POSTRETIREMENT BENEFIT PLANS 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: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Pension Postretirement Pension Postretirement Domestic International Domestic Domestic International Domestic (In thousands) Service cost $ 877 $ — $ 2 $ 2,766 $ — $ 5 Interest cost 1,267 3,999 66 3,154 11,073 200 Expected return on plan assets (308) (4,252) — (2,484) (12,668) — Actuarial (gain) loss recognition (2,643) — — 7,490 68,552 — Net periodic (credit) benefit costs $ (807) $ (253) $ 68 $ 10,926 $ 66,957 $ 205 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 $2.6 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 $7.5 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. 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 $68.6 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 £110 million, or $119 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 $130.7 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 two insurance contracts that are intended to insure 100% 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. 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: September 30, 2022 December 31, 2021 Pension Domestic International Domestic International Expected return on plan assets 3.15 % 2.20 % 6.00 % 1.90 % 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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. 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 $3.7 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 $26.1 million and $325.5 million, respectively, which represents an effective income tax rate of 28% and 22%, 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 $9.9 million and $151.0 million, which represents an effective income tax rate of 14% and 21%, 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. At September 30, 2022 and December 31, 2021, unrecognized tax benefits, including interest and penalties, are $18.2 million and $18.0 million, respectively. Unrecognized tax benefits, including interest and penalties, at September 30, 2022 increased by $0.2 million due primarily to research credits, offset by a reduction in foreign reserves. If unrecognized tax benefits at September 30, 2022 are subsequently recognized, $17.1 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 2021 was $16.7 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $5.0 million by September 30, 2023 due to expected settlements of which $4.9 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 $889.6 million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $799.9 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $89.7 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 $91.2 million. The Company expects to generate sufficient future taxable income of at least $434.1 million prior to the expiration of these NOLs, the majority of which expire between 2029 and 2036, to fully realize this deferred tax asset. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | 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. The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Basic EPS: Numerator: Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317 Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275 Net earnings attributed to unvested participating security — (2,040) — (19,749) Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 566,843 Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831) Net earnings attributable to noncontrolling interests of discontinued operations — — — (186) Net loss attributed to unvested participating security — — — 68 Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,949) Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 564,894 Denominator: Weighted average basic IAC Common Stock and Class B common stock shares outstanding (a) 86,022 86,258 86,515 86,106 (Loss) earnings per share: (Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.58 Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02) (Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.56 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Diluted EPS: Numerator: Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317 Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275 Net earnings attributed to unvested participating security — (1,938) — (18,494) Impact from public subsidiaries' dilutive securities (b) — 91 — 245 Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 568,343 Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831) Net earnings attributable to noncontrolling interests of discontinued operations — — — (186) Net loss attributed to unvested participating security — — — 64 Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,953) Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 566,390 Denominator: Weighted average basic IAC Common Stock and Class B common stock shares outstanding (a) 86,022 86,258 86,515 86,106 Dilutive securities (b)(c)(d) — 4,818 — 6,089 Denominator for earnings per share—weighted average shares (b)(c)(d) 86,022 91,076 86,515 92,195 (Loss) earnings per share: (Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.16 Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02) (Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.14 _____________________ (a) On November 5, 2020, IAC's CEO was granted a stock-based award in the form of 3.0 million shares of restricted common stock. The number of shares that ultimately vests is subject to the satisfaction of growth targets in IAC's stock price over the 10-year service condition of the award. These restricted shares have a non-forfeitable dividend right in the event the Company declares a cash dividend on its common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Accordingly, the two-class method of calculating EPS is used. While the restricted shares are presented as outstanding shares in the balance sheet, these shares are excluded from the weighted average shares outstanding in calculating basic EPS and the allocable portion of net earnings are also excluded. Fully diluted EPS reflects the impact on earnings and fully diluted shares in the manner that is most dilutive. (b) IAC has the option to settle certain Angi Inc. stock-based awards in its shares. 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. (c) For the three and nine months ended September 30, 2022, the Company had a loss from continuing operations and, as a result, approximately 8.0 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, 3.0 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 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 Ma y 25, 2021 . 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: January 1 through May 25, 2021 (In thousands) Revenue $ 145,514 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 39,995 Selling and marketing expense 54,774 General and administrative expense 23,343 Product development expense 35,651 Depreciation 182 Amortization of intangibles 2,983 Total operating costs and expenses 156,928 Operating loss from discontinued operations (11,414) Interest expense (140) Other income, net 10,172 Loss from discontinued operations before tax (1,382) Income tax expense (449) Loss from discontinued operations, net of tax $ (1,831) |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | NOTE 13—FINANCIAL STATEMENT DETAILS Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 1,607,384 $ 2,118,730 $ 3,404,913 $ 3,366,176 Restricted cash included in other current assets 2,872 1,941 14,027 448 Restricted cash included in other non-current assets 6,815 1,193 1,217 449 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 110,037 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 1,617,071 $ 2,121,864 $ 3,420,157 $ 3,477,110 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 The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2022 and 2021, respectively: 2022 2021 (In thousands) Balance at January 1 $ 36,637 $ 27,178 Current period provision for credit losses 87,657 66,428 Write-offs charged against the allowance (73,807) (55,942) Recoveries collected 4,152 1,896 Balance at September 30 $ 54,639 $ 39,560 Accumulated Amortization and Depreciation The following table provides the accumulated amortization and depreciation within the balance sheet: Asset Category September 30, 2022 December 31, 2021 (In thousands) ROU assets included in other non-current assets $ 129,487 $ 87,052 Capitalized software, equipment, buildings and leasehold improvements $ 276,822 $ 496,887 Intangible assets $ 507,797 $ 278,831 Other income (expense), net Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Realized gain related to the sale of investments $ 11,840 $ 3,022 $ 12,302 $ 3,103 Interest income 8,778 216 11,918 931 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 _____________________ (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. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 no 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 no IAC equity awards held by Angi Inc. employees exercised or vested, and no 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 0.1 million and 2.6 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 0.1 million and 0.2 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 10% of the voting interests in both IAC and Vimeo. At September 30, 2022 and December 31, 2021, Vimeo had no outstanding payables or receivables due to or due from the Company pursuant to the tax sharing agreement. There were no payments to or refunds from Vimeo pursuant to this agreement for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021. For the three and nine months ended September 30, 2022, Vimeo was charged $0.1 million and $0.3 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 $0.4 million and $0.6 million, respectively, by IAC for services rendered pursuant to the transition service agreement. At September 30, 2022 and December 31, 2021, there were no outstanding receivables or payables pursuant to the transition services agreement. Vimeo had an outstanding payable due to the Company of $6.4 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 no outstanding payable due to the Company. For the three and nine months ended September 30, 2022, Vimeo was charged $0.7 million and $3.7 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 $1.1 million and $1.5 million, respectively, of rent pursuant to the lease agreements. At September 30, 2022, Vimeo had an outstanding payable due to the Company of $0.2 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 no outstanding receivables due from Vimeo pursuant to the lease agreements. IAC and Expedia The Company and Expedia each have a 50% ownership interest in three aircraft that may be used by both companies. Members of the aircraft flight crews are employed by an entity in which the Company and Expedia each have a 50% ownership interest. The Company and Expedia have agreed to share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. The Company and Expedia are related parties because Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia. For the three 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. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 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. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 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). |
Basis of Presentation | 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. |
Accounting Estimates | 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. |
General Revenue Recognition | 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. The Company's disaggregated revenue disclosures are presented in " Note 8—Segment Information ." 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 $165.5 million and $0.4 million, respectively, at December 31, 2021, and $137.7 million and $0.7 million, respectively, at December 31, 2020. During the nine months ended September 30, 2022, the Company recognized $147.3 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 $123.5 million of revenue that was included in the deferred revenue balance at December 31, 2020. The current and non-current deferred revenue balances are $158.8 million and $0.3 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. Costs to Obtain a Contract with a Customer The Company uses a portfolio approach to assess the accounting treatment of the incremental costs to obtain a contract with a customer. The Company recognizes an asset 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. 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. |
Certain Risks and Concentrations - Services Agreement with Google (the "Services Agreement") | 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. |
Recent Accounting Pronouncements | 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Capitalized Costs to Obtain a Contract with a Customer | The following table presents the capitalized costs to obtain a contract with a customer at September 30, 2022 and December 31, 2021, respectively: September 30, 2022 December 31, 2021 Sales Commissions App Store Fees Total Sales Commissions App Store Fees Total (In thousands) Current $ 49,421 $ 9,052 $ 58,473 $ 39,669 $ 9,023 $ 48,692 Non-current 4,596 — 4,596 6,086 — 6,086 Total $ 54,017 $ 9,052 $ 63,069 $ 45,755 $ 9,023 $ 54,778 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total purchase price was calculated and allocated as follows: (In thousands) Common stock of Meredith $ 1,931,376 Cash payment used to settle a portion of Meredith debt 625,000 Cash settlement of all outstanding vested equity awards and deferred compensation 130,089 Total purchase price $ 2,686,465 |
Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed | 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 $ 12,436 Accounts receivable 369,549 Other current assets 96,116 Leasehold improvements, equipment, buildings, land and capitalized software 274,026 Goodwill 1,468,032 Intangible assets 1,213,159 Other non-current assets 677,153 Total assets 4,110,471 Customer deposit liability (142,206) Other current liabilities (401,857) Deferred income taxes (294,715) Other non-current liabilities (585,228) Net assets acquired $ 2,686,465 |
Schedule of Fair Value of Intangible Assets Acquired | The preliminary fair values of the identifiable intangible assets acquired at the date of acquisition are as follows: (In thousands) Useful Life Indefinite-lived trade names and trademarks $ 450,150 Indefinite-lived Advertiser relationships 297,000 5 Licensee relationships 171,000 3-6 Digital content 96,200 2-3 Subscriber relationships 71,109 1-2 Developed technology 66,200 2-3 Trade name and trademarks 61,500 1-5 Total identifiable intangible assets acquired $ 1,213,159 |
Schedule of Pro Forma Financial Information | Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (In thousands, except per share data) Revenue $ 1,437,989 $ 4,047,635 Net earnings from continuing operations $ 54,186 $ 618,622 Basic earnings per share from continuing operations $ 0.60 $ 6.98 Diluted earnings per share from continuing operations $ 0.57 $ 6.54 Net earnings attributable to IAC shareholders $ 53,829 $ 619,880 Basic earnings per share attributable to IAC shareholders $ 0.60 $ 6.96 Diluted earnings per share attributable to IAC shareholders $ 0.57 $ 6.51 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net are as follows: September 30, 2022 December 31, 2021 (In thousands) Goodwill $ 3,008,244 $ 3,226,610 Intangible assets with definite lives, net of accumulated amortization 588,679 735,743 Intangible assets with indefinite lives 693,824 679,149 Total goodwill and intangible assets, net $ 4,290,747 $ 4,641,502 |
Schedule of Goodwill by Reportable Segment | 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: Balance at December 31, 2021 Deductions Impairment Foreign Balance at September 30, 2022 (In thousands) Dotdash Meredith $ 1,567,843 $ (115,994) $ — $ — $ 1,451,849 Angi Inc. 916,375 (816) — (12,089) 903,470 Emerging & Other 742,392 (2,719) (86,748) — 652,925 Total $ 3,226,610 $ (119,529) $ (86,748) $ (12,089) $ 3,008,244 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: Balance at December 31, 2020 Additions Deductions Foreign Balance at December 31, 2021 (In thousands) Dotdash Meredith $ — $ 1,567,843 $ — $ — $ 1,567,843 Angi Inc. 892,133 26,822 — (2,580) 916,375 Emerging & Other 767,969 — (25,376) (201) 742,392 Total $ 1,660,102 $ 1,594,665 $ (25,376) $ (2,781) $ 3,226,610 |
Schedule of Intangible Assets with Definite Lives | At September 30, 2022 and December 31, 2021, intangible assets with definite lives are as follows: September 30, 2022 Gross Accumulated Net Weighted-Average (In thousands) (Years) Advertiser relationships $ 297,000 $ (67,907) $ 229,093 5.0 Technology 198,429 (159,347) 39,082 3.5 Licensee relationships 171,000 (34,817) 136,183 4.9 Content 106,639 (50,834) 55,805 2.9 Trade names 101,594 (30,404) 71,190 5.5 Service professional relationships 97,143 (96,828) 315 3.0 Customer lists and user base 68,371 (39,526) 28,845 6.4 Subscriber relationships 56,300 (28,134) 28,166 2.0 Total $ 1,096,476 $ (507,797) $ 588,679 4.3 December 31, 2021 Gross Accumulated Net Weighted-Average (In thousands) (Years) Advertiser relationships $ 334,000 $ (6,386) $ 327,614 5.2 Technology 133,318 (106,415) 26,903 4.2 Licensee relationships 150,000 (2,923) 147,077 4.9 Content 10,439 (10,439) — 3.4 Trade names 145,598 (18,224) 127,374 5.1 Service professional relationships 98,789 (97,877) 912 3.0 Customer lists and user base 68,730 (32,606) 36,124 6.4 Subscriber relationships 73,700 (3,961) 69,739 2.0 Total $ 1,014,574 $ (278,831) $ 735,743 4.6 |
Schedule of Expected Amortization of Intangible Assets | At September 30, 2022, amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) Remainder of 2022 $ 66,898 2023 207,069 2024 133,941 2025 84,295 2026 68,864 Thereafter 27,612 Total $ 588,679 |
DOTDASH MEREDITH RESTRUCTURIN_2
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Remaining Costs | A summary of the costs incurred, payments made and related accruals for the nine months ended September 30, 2022 is presented below: September 30, 2022 Digital Print Other (a) Total (In thousands) Restructuring charge accruals Charges incurred $ 29,090 $ 26,051 $ 5,696 $ 60,837 Payments (5,888) (16,865) (2,038) (24,791) Non-cash (b) (21,309) (425) — (21,734) Restructuring accruals as of September 30, 2022 $ 1,893 $ 8,761 $ 3,658 $ 14,312 _____________________ (a) Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments. (b) Includes $21.3 million impairment of ROU assets, leasehold improvements and furniture and equipment and $0.4 million related to the write-off of inventory. As of September 30, 2022 Digital Print Other (a) Total (In thousands) Remaining estimated restructuring costs $ 64 $ 352 $ 551 $ 967 |
Schedule of Restructuring Cost Allocation | The costs are allocated as follows in the statement of operations: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Cost of revenue $ 1,320 $ 17,921 Selling and marketing expense 636 10,251 General and administrative expense 15,702 24,560 Product development expense 84 1,099 Depreciation 7,006 7,006 Total $ 24,748 $ 60,837 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Marketable Securities | At September 30, 2022 and December 31, 2021, the fair value of marketable securities are as follows: September 30, 2022 December 31, 2021 (In thousands) Marketable equity securities $ 16,343 $ 19,788 Total marketable securities $ 16,343 $ 19,788 |
Schedule of Investment in MGM Resorts International | Investment in MGM Resorts International September 30, 2022 December 31, 2021 (In thousands) Investment in MGM Resorts International $ 1,923,585 $ 2,649,442 |
Schedule of Long-term Investments | Long-term investments consist of: September 30, 2022 December 31, 2021 (In thousands) Equity securities without readily determinable fair values $ 307,047 $ 324,649 Equity method investment 4,244 3,189 Total long-term investments $ 311,291 $ 327,838 |
Schedule of Realized and Unrealized Gains and Losses | 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. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Upward adjustments (gross unrealized pre-tax gains) $ 8,245 $ 7,616 $ 8,245 $ 8,992 Downward adjustments including impairments (gross unrealized pre-tax losses) — (100) (22,376) (100) Total $ 8,245 $ 7,516 $ (14,131) $ 8,892 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Realized pre-tax gains, net, for equity securities $ 11,840 $ 3,022 $ 12,302 $ 3,103 Unrealized pre-tax gains (losses), net, on equity securities held 8,245 7,516 (14,131) 8,892 Total pre-tax gains (losses), net recognized $ 20,085 $ 10,538 $ (1,829) $ 11,995 |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company's financial instruments that are measured at fair value on a recurring basis: September 30, 2022 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 1,224,922 $ — $ — $ 1,224,922 Time deposits — 11,039 — 11,039 Marketable equity securities 16,343 — — 16,343 Investment in MGM 1,923,585 — — 1,923,585 Other non-current assets: Warrant — — 130,612 130,612 Total $ 3,164,850 $ 11,039 $ 130,612 $ 3,306,501 December 31, 2021 Quoted Market Significant Significant Total (In thousands) Assets: Cash equivalents: Money market funds $ 1,660,921 $ — $ — $ 1,660,921 Time deposits — 6,057 — 6,057 Marketable equity security 19,788 — — 19,788 Investment in MGM 2,649,442 — — 2,649,442 Other non-current assets: Warrant — — 109,294 109,294 Total $ 4,330,151 $ 6,057 $ 109,294 $ 4,445,502 Liabilities: Contingent consideration arrangements $ (612) $ (612) |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | 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): Three Months Ended September 30, 2022 2021 Warrant Warrant Contingent (In thousands) Balance at July 1 $ 122,145 $ 60,532 $ — Total net gains (losses): Fair value adjustments included in earnings 8,467 47,075 (15,000) Balance at September 30 $ 130,612 $ 107,607 $ (15,000) Nine Months Ended September 30, 2022 2021 Warrant Contingent Warrant Contingent (In thousands) Balance at January 1 $ 109,294 $ (612) $ 5,276 $ — Total net gains (losses): Fair value adjustments included in earnings 21,318 612 102,331 (15,000) Balance at September 30 $ 130,612 $ — $ 107,607 $ (15,000) |
Schedule of Carrying Value and the Fair Value of Financial Instruments Measured at Fair Value Only for Disclosure Purposes | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair (In thousands) Current portion of long-term debt $ (30,000) $ (27,150) $ (30,000) $ (29,550) Long-term debt, net (a) $ (2,026,404) $ (1,748,636) $ (2,046,237) $ (2,061,450) _____________________ (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 $21.1 million and $23.8 million, respectively. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: September 30, 2022 December 31, 2021 (In thousands) Dotdash Meredith Debt Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026 $ 336,875 $ 350,000 Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028 1,240,625 1,250,000 Total Dotdash Meredith long-term debt 1,577,500 1,600,000 Less: current portion of Dotdash Meredith long-term debt 30,000 30,000 Less: original issue discount 5,521 6,176 Less: unamortized debt issuance costs 10,673 12,139 Total Dotdash Meredith long-term debt, net 1,531,306 1,551,685 ANGI Group Debt 3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15, which commenced February 15, 2021 500,000 500,000 Less: unamortized debt issuance costs 4,902 5,448 Total ANGI Group long-term debt, net 495,098 494,552 Total long-term debt, net $ 2,026,404 $ 2,046,237 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive (loss) income into earnings: Three months ended September 30, 2022 2021 Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment (In thousands) Balance at July 1 $ (12,852) $ 5,686 Other comprehensive loss before reclassifications (17,112) (1,083) Amounts reclassified to earnings — — Net current period other comprehensive loss (17,112) (1,083) Accumulated other comprehensive loss allocated to noncontrolling interests during the period 4 24 Balance at September 30 $ (29,960) $ 4,627 Nine Months Ended September 30, 2022 2021 Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ 4,397 $ (6,172) $ 2 $ (6,170) Other comprehensive (loss) income before reclassifications (34,362) 754 (2) 752 Amounts reclassified to earnings — 10,032 — 10,032 Net current period other comprehensive (loss) income (34,362) 10,786 (2) 10,784 Accumulated other comprehensive loss allocated to noncontrolling interests during the period 5 13 — 13 Balance at September 30 $ (29,960) $ 4,627 $ — $ 4,627 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents revenue by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue Dotdash Meredith Digital $ 220,749 $ 65,165 $ 671,424 $ 203,919 Print 251,471 — 801,756 — Intersegment eliminations (a) (5,135) — (16,100) — Total Dotdash Meredith 467,085 65,165 1,457,080 203,919 Angi Inc. 498,036 461,565 1,449,977 1,269,582 Search 156,719 228,445 578,287 593,086 Emerging & Other 180,820 168,923 508,903 473,735 Intersegment eliminations (1,759) (30) (5,420) (137) Total $ 1,300,901 $ 924,068 $ 3,988,827 $ 2,540,185 The following tables present operating (loss) income and Adjusted EBITDA by reportable segment: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Operating (loss) income: Dotdash Meredith Digital $ (104,445) $ 7,082 $ (95,217) $ 44,383 Print 27,325 — (31,109) — Other (f) (18,378) — (52,924) — Total Dotdash Meredith (g) (95,498) 7,082 (179,250) 44,383 Angi Inc. (11,058) (14,973) (65,901) (47,595) Search 19,085 30,011 70,461 74,059 Emerging & Other (1,577) (22,239) (114,402) (23,946) Corporate (35,632) (31,948) (110,542) (114,618) Total $ (124,680) $ (32,067) $ (399,634) $ (67,717) _____________________ (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 $24.7 million and $60.8 million and transaction-related expenses of $0.8 million and $6.0 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 $7.0 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. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Adjusted EBITDA (h) : Dotdash Meredith (i) Digital $ 22,602 $ 8,202 $ 108,718 $ 48,673 Print $ 23,097 $ — $ 18,882 $ — Other (f) $ (14,506) $ — $ (48,706) $ — Angi Inc. $ 22,882 $ 12,395 $ 29,402 $ 31,139 Search $ 19,111 $ 30,031 $ 70,528 $ 74,087 Emerging & Other $ 2,425 $ 2,737 $ (13,719) $ 21,592 Corporate $ (20,830) $ (23,132) $ (65,240) $ (71,769) _____________________ (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. (i) Dotdash Meredith includes restructuring charges of $17.7 million and $53.8 million and transaction-related expenses of $0.8 million and $6.0 million related to the acquisition of Meredith for the three and nine months ended September 30, 2022, respectively. See " Note 4—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-in-Control Payments " for additional information. |
Schedule of Disaggregation of Segment Revenue | The following table presents the revenue of the Company's segments disaggregated by type of service: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Dotdash Meredith Digital: Display advertising revenue $ 148,309 $ 42,911 $ 442,950 $ 125,014 Performance marketing revenue 46,089 21,881 144,127 77,432 Licensing and other revenue 26,351 373 84,347 1,473 Total digital revenue 220,749 65,165 671,424 203,919 Print: Subscription revenue 97,373 — 339,276 — Advertising revenue 64,446 — 208,399 — Project and other revenue 39,419 — 114,698 — Newsstand revenue 37,180 — 104,015 — Performance marketing revenue 13,053 — 35,368 — Total print revenue 251,471 — 801,756 — Intersegment eliminations (a) (5,135) — (16,100) — Total Dotdash Meredith revenue $ 467,085 $ 65,165 $ 1,457,080 $ 203,919 (a) Includes intersegment eliminations related to digital performance marketing revenue of $5.1 million and $15.9 million for the three and nine months ended September 30, 2022. Angi Inc. North America Angi Ads and Leads: Consumer connection revenue (b) $ 260,242 $ 238,421 $ 732,075 $ 699,867 Advertising revenue (c) 67,045 63,953 195,906 187,308 Membership subscription revenue (d) 14,795 17,079 46,586 51,026 Other revenue 5,658 6,703 16,127 21,412 Total Angi Ads and Leads revenue 347,740 326,156 990,694 959,613 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Angi Services revenue (e) 131,862 117,375 395,894 244,904 Total North America revenue 479,602 443,531 1,386,588 1,204,517 Europe Consumer connection revenue (b) 15,576 14,530 54,320 54,226 Service professional membership subscription revenue 2,575 3,215 8,203 9,874 Advertising and other revenue 283 289 866 965 Total Europe revenue 18,434 18,034 63,389 65,065 Total Angi Inc. revenue $ 498,036 $ 461,565 $ 1,449,977 $ 1,269,582 (b) Includes fees paid by service professionals for consumer matches. (c) Includes revenue from service professionals under contract for advertising. (d) Includes membership subscription revenue from service professionals and consumers. (e) Includes revenue from pre-priced offerings and revenue from Angi Roofing. Search Advertising revenue Google advertising revenue: $ 119,576 $ 171,222 $ 394,074 $ 480,157 Non-Google advertising revenue 36,087 53,401 180,164 101,135 Total advertising revenue 155,663 224,623 574,238 581,292 Other revenue 1,056 3,822 4,049 11,794 Total Search revenue $ 156,719 $ 228,445 $ 578,287 $ 593,086 Emerging & Other Subscription revenue $ 91,405 $ 96,763 $ 278,722 $ 268,993 Marketplace revenue 73,709 63,456 202,380 173,615 Media production and distribution revenue 8,954 730 9,558 11,142 Advertising revenue: Non-Google advertising revenue 4,102 5,039 11,765 12,351 Google advertising revenue 535 862 1,659 1,983 Total advertising revenue 4,637 5,901 13,424 14,334 Service and other revenue 2,115 2,073 4,819 5,651 Total Emerging & Other revenue $ 180,820 $ 168,923 $ 508,903 $ 473,735 |
Schedule of Revenue and Long-lived Assets, Excluding Goodwill and Intangible Assets, by Geography | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Revenue: United States $ 1,209,748 $ 796,808 $ 3,684,184 $ 2,156,061 All other countries 91,153 127,260 304,643 384,124 Total $ 1,300,901 $ 924,068 $ 3,988,827 $ 2,540,185 September 30, 2022 December 31, 2021 (In thousands) Long-lived assets (excluding goodwill, intangible assets, and ROU assets): United States $ 576,534 $ 562,628 All other countries 7,354 7,897 Total $ 583,888 $ 570,525 |
Schedule of Reconciliation of Adjusted EBITDA to Operating Income (Loss) | The following tables reconcile operating (loss) income for the Company's reportable segments and net (loss) earnings attributable to IAC shareholders to Adjusted EBITDA: Three Months Ended September 30, 2022 Operating (Loss) Income (g) Stock-based Depreciation (g)(j) Amortization of Intangibles (j) Adjusted EBITDA (h)(i) (In thousands) Dotdash Meredith Digital $ (104,445) $ 5,814 $ 5,312 $ 115,921 $ 22,602 Print 27,325 $ 391 $ (2,154) $ (2,465) $ 23,097 Other (f) (18,378) $ 53 $ 3,819 $ — $ (14,506) Angi Inc. (11,058) $ 12,376 $ 17,759 $ 3,805 $ 22,882 Search 19,085 $ — $ 26 $ — $ 19,111 Emerging & Other (1,577) $ 175 $ 311 $ 3,516 $ 2,425 Corporate (k) (35,632) $ 12,308 $ 2,494 $ — $ (20,830) Total (124,680) Interest expense (29,433) Unrealized gain on investment in MGM Resorts International 42,523 Other income, net 19,678 Loss before income taxes (91,912) Income tax benefit 26,065 Net loss (65,847) Net loss attributable to noncontrolling interests 2,024 Net loss attributable to IAC shareholders $ (63,823) _____________________ (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. Three Months Ended September 30, 2021 Operating Income (Loss) Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Arrangements Adjusted EBITDA (h) (In thousands) Dotdash Meredith $ 7,082 $ — $ 527 $ 593 $ — $ 8,202 Angi Inc. (14,973) $ 8,813 $ 14,701 $ 3,854 $ — $ 12,395 Search 30,011 $ — $ 20 $ — $ — $ 30,031 Emerging & Other (22,239) $ 25 $ 331 $ 9,620 $ 15,000 $ 2,737 Corporate (k) (31,948) $ 6,600 $ 2,216 $ — $ — $ (23,132) Total (32,067) Interest expense (6,032) Unrealized gain on investment in MGM Resorts International 29,517 Other income, net 79,539 Earnings before income taxes 70,957 Income tax provision (9,910) Net earnings 61,047 Net earnings attributable to noncontrolling interests (357) Net earnings attributable to IAC shareholders $ 60,690 Nine Months Ended September 30, 2022 Operating (Loss) Income (g) Stock-based Depreciation (g) Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Goodwill Impairment Adjusted EBITDA (h)(i) (In thousands) Dotdash Meredith Digital $ (95,217) $ 14,889 $ 21,004 $ 168,654 $ (612) $ — $ 108,718 Print (31,109) $ 659 $ 8,010 $ 41,322 $ — $ — $ 18,882 Other (f) (52,924) $ 92 $ 4,126 $ — $ — $ — $ (48,706) Angi Inc. (65,901) $ 38,778 $ 45,112 $ 11,413 $ — $ — $ 29,402 Search 70,461 $ — $ 67 $ — $ — $ — $ 70,528 Emerging & Other (114,402) $ 283 $ 993 $ 12,659 $ — $ 86,748 $ (13,719) Corporate (k) (110,542) $ 37,759 $ 7,543 $ — $ — $ — $ (65,240) Total (399,634) Interest expense (74,862) Unrealized loss on investment in MGM Resorts International (970,112) Other expense, net (63,048) Loss before income taxes (1,507,656) Income tax benefit 325,517 Net loss (1,182,139) Net loss attributable to noncontrolling interests 13,388 Net loss attributable to IAC shareholders $ (1,168,751) Nine Months Ended September 30, 2021 Operating Income (Loss) Stock-based Depreciation Amortization Acquisition-related Contingent Consideration Fair Value Adjustments Adjusted EBITDA (h) (In thousands) Dotdash Meredith $ 44,383 $ — $ 1,706 $ 2,584 $ — $ 48,673 Angi Inc. (47,595) $ 20,390 $ 45,728 $ 12,616 $ — $ 31,139 Search 74,059 $ — $ 28 $ — $ — $ 74,087 Emerging & Other (23,946) $ 75 $ 1,121 $ 29,342 $ 15,000 $ 21,592 Corporate (k) (114,618) $ 37,339 $ 5,510 $ — $ — $ (71,769) Total (67,717) Interest expense (18,463) Unrealized gain on investment in MGM Resorts International 687,155 Other income, net 133,388 Earnings from continuing operations before income taxes 734,363 Income tax provision (151,046) Net earnings from continuing operations 583,317 Loss from discontinued operations, net of tax (1,831) Net earnings 581,486 Net loss attributable to noncontrolling interests 3,089 Net earnings attributable to IAC shareholders $ 584,575 |
PENSION AND POSTRETIREMENT BE_2
PENSION AND POSTRETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Costs | 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: Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Pension Postretirement Pension Postretirement Domestic International Domestic Domestic International Domestic (In thousands) Service cost $ 877 $ — $ 2 $ 2,766 $ — $ 5 Interest cost 1,267 3,999 66 3,154 11,073 200 Expected return on plan assets (308) (4,252) — (2,484) (12,668) — Actuarial (gain) loss recognition (2,643) — — 7,490 68,552 — Net periodic (credit) benefit costs $ (807) $ (253) $ 68 $ 10,926 $ 66,957 $ 205 |
Summary of the Weighted Average Expected Return on Plan Assets | 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: September 30, 2022 December 31, 2021 Pension Domestic International Domestic International Expected return on plan assets 3.15 % 2.20 % 6.00 % 1.90 % |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share | The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Basic EPS: Numerator: Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317 Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275 Net earnings attributed to unvested participating security — (2,040) — (19,749) Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 566,843 Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831) Net earnings attributable to noncontrolling interests of discontinued operations — — — (186) Net loss attributed to unvested participating security — — — 68 Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,949) Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 564,894 Denominator: Weighted average basic IAC Common Stock and Class B common stock shares outstanding (a) 86,022 86,258 86,515 86,106 (Loss) earnings per share: (Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.58 Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02) (Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.56 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except per share data) Diluted EPS: Numerator: Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317 Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275 Net earnings attributed to unvested participating security — (1,938) — (18,494) Impact from public subsidiaries' dilutive securities (b) — 91 — 245 Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 568,343 Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831) Net earnings attributable to noncontrolling interests of discontinued operations — — — (186) Net loss attributed to unvested participating security — — — 64 Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,953) Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 566,390 Denominator: Weighted average basic IAC Common Stock and Class B common stock shares outstanding (a) 86,022 86,258 86,515 86,106 Dilutive securities (b)(c)(d) — 4,818 — 6,089 Denominator for earnings per share—weighted average shares (b)(c)(d) 86,022 91,076 86,515 92,195 (Loss) earnings per share: (Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.16 Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02) (Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.14 _____________________ (a) On November 5, 2020, IAC's CEO was granted a stock-based award in the form of 3.0 million shares of restricted common stock. The number of shares that ultimately vests is subject to the satisfaction of growth targets in IAC's stock price over the 10-year service condition of the award. These restricted shares have a non-forfeitable dividend right in the event the Company declares a cash dividend on its common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Accordingly, the two-class method of calculating EPS is used. While the restricted shares are presented as outstanding shares in the balance sheet, these shares are excluded from the weighted average shares outstanding in calculating basic EPS and the allocable portion of net earnings are also excluded. Fully diluted EPS reflects the impact on earnings and fully diluted shares in the manner that is most dilutive. (b) IAC has the option to settle certain Angi Inc. stock-based awards in its shares. 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. (c) For the three and nine months ended September 30, 2022, the Company had a loss from continuing operations and, as a result, approximately 8.0 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, 3.0 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. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | 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: January 1 through May 25, 2021 (In thousands) Revenue $ 145,514 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 39,995 Selling and marketing expense 54,774 General and administrative expense 23,343 Product development expense 35,651 Depreciation 182 Amortization of intangibles 2,983 Total operating costs and expenses 156,928 Operating loss from discontinued operations (11,414) Interest expense (140) Other income, net 10,172 Loss from discontinued operations before tax (1,382) Income tax expense (449) Loss from discontinued operations, net of tax $ (1,831) |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | 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: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 1,607,384 $ 2,118,730 $ 3,404,913 $ 3,366,176 Restricted cash included in other current assets 2,872 1,941 14,027 448 Restricted cash included in other non-current assets 6,815 1,193 1,217 449 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 110,037 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 1,617,071 $ 2,121,864 $ 3,420,157 $ 3,477,110 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows: September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 1,607,384 $ 2,118,730 $ 3,404,913 $ 3,366,176 Restricted cash included in other current assets 2,872 1,941 14,027 448 Restricted cash included in other non-current assets 6,815 1,193 1,217 449 Cash, cash equivalents, and restricted cash included in current assets of discontinued operations — — — 110,037 Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 1,617,071 $ 2,121,864 $ 3,420,157 $ 3,477,110 |
Schedule of Credit Losses | The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2022 and 2021, respectively: 2022 2021 (In thousands) Balance at January 1 $ 36,637 $ 27,178 Current period provision for credit losses 87,657 66,428 Write-offs charged against the allowance (73,807) (55,942) Recoveries collected 4,152 1,896 Balance at September 30 $ 54,639 $ 39,560 |
Schedule of Accumulated Amortization and Depreciation | The following table provides the accumulated amortization and depreciation within the balance sheet: Asset Category September 30, 2022 December 31, 2021 (In thousands) ROU assets included in other non-current assets $ 129,487 $ 87,052 Capitalized software, equipment, buildings and leasehold improvements $ 276,822 $ 496,887 Intangible assets $ 507,797 $ 278,831 |
Schedule of Other (Expense) Income, Net | Other income (expense), net Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Realized gain related to the sale of investments $ 11,840 $ 3,022 $ 12,302 $ 3,103 Interest income 8,778 216 11,918 931 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 _____________________ (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 $10.0 million in foreign exchange losses primarily related to the substantial liquidation of certain foreign subsidiaries in the nine months ended September 30, 2021. (c) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021. |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue and Other [Line Items] | ||||||
Current deferred revenue | $ 158,767 | $ 158,767 | $ 165,451 | $ 137,700 | ||
Non-current deferred revenue | 300 | 300 | 400 | $ 700 | ||
Deferred revenue recognized during period | 147,300 | $ 123,500 | ||||
Consolidated revenue | 1,300,901 | $ 924,068 | 3,988,827 | 2,540,185 | ||
Customer concentration risk | Revenue, Segment | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 117,300 | 168,000 | 386,600 | 471,300 | ||
Customer concentration risk | Revenue, Segment | Ask Media Group | Search | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 97,300 | 137,900 | 315,400 | 382,500 | ||
Customer concentration risk | Revenue, Segment | Desktop | Search | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | 20,000 | 30,100 | 71,200 | 88,800 | ||
Customer concentration risk | Google Inc. | Revenue, Segment | ||||||
Revenue and Other [Line Items] | ||||||
Consolidated revenue | $ 161,600 | $ 185,600 | $ 524,300 | $ 527,000 | ||
Concentration risk (as a percent) | 12% | 20% | 13% | 21% | ||
Customer concentration risk | Google Inc. | Accounts Receivable | ||||||
Revenue and Other [Line Items] | ||||||
Accounts receivable | $ 58,300 | $ 58,300 | $ 89,100 | |||
Customer concentration risk | Services Agreement | Revenue, Segment | ||||||
Revenue and Other [Line Items] | ||||||
Concentration risk (as a percent) | 9% | 18% | 10% | 19% |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Current | $ 58,473 | $ 48,692 |
Non-current | 4,596 | 6,086 |
Total | 63,069 | 54,778 |
Sales Commissions | ||
Capitalized Contract Cost [Line Items] | ||
Current | 49,421 | 39,669 |
Non-current | 4,596 | 6,086 |
Total | 54,017 | 45,755 |
App Store Fees | ||
Capitalized Contract Cost [Line Items] | ||
Current | 9,052 | 9,023 |
Non-current | 0 | 0 |
Total | $ 9,052 | $ 9,023 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Increase in amortization expense | $ 38.2 | $ 108.7 | |
Meredith Corporation | |||
Business Acquisition [Line Items] | |||
Business acquisition, purchase price (in dollars per share) | $ 42.18 | ||
Adjustment accounts receivable and other receivables | $ 3.8 | ||
Contingency liability, including indemnification liabilities | $ 60 |
BUSINESS COMBINATION - Purchase
BUSINESS COMBINATION - Purchase Price Allocation (Details) - Meredith Corporation $ in Thousands | Dec. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Common stock of Meredith | $ 1,931,376 |
Cash payment used to settle a portion of Meredith debt | 625,000 |
Cash settlement of all outstanding vested equity awards and deferred compensation | 130,089 |
Total purchase price | $ 2,686,465 |
BUSINESS COMBINATION - Prelimin
BUSINESS COMBINATION - Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,008,244 | $ 3,226,610 | $ 1,660,102 | |
Meredith Corporation | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 12,436 | |||
Accounts receivable | 369,549 | |||
Other current assets | 96,116 | |||
Leasehold improvements, equipment, buildings, land and capitalized software | 274,026 | |||
Goodwill | 1,468,032 | |||
Intangible assets | 1,213,159 | |||
Other non-current assets | 677,153 | |||
Total assets | 4,110,471 | |||
Customer deposit liability | (142,206) | |||
Other current liabilities | (401,857) | |||
Deferred income taxes | (294,715) | |||
Other non-current liabilities | (585,228) | |||
Net assets acquired | $ 2,686,465 |
BUSINESS COMBINATION - Prelim_2
BUSINESS COMBINATION - Preliminary Estimated Fair Value of Intangible Assets Acquired (Details) - Meredith Corporation $ in Thousands | Dec. 01, 2021 USD ($) |
Acquired Intangible Assets [Line Items] | |
Total identifiable intangible assets acquired | $ 1,213,159 |
Advertiser relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 297,000 |
Advertiser relationships | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 5 years |
Licensee relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 171,000 |
Licensee relationships | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 3 years |
Licensee relationships | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 6 years |
Digital content | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 96,200 |
Digital content | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 2 years |
Digital content | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 3 years |
Subscriber relationships | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 71,109 |
Subscriber relationships | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 1 year |
Subscriber relationships | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 2 years |
Developed technology | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 66,200 |
Developed technology | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 2 years |
Developed technology | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 3 years |
Trade name and trademarks | |
Acquired Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 61,500 |
Trade name and trademarks | Minimum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 1 year |
Trade name and trademarks | Maximum | |
Acquired Intangible Assets [Line Items] | |
Weighted-Average Useful Life (Years) | 5 years |
Trade name and trademarks | |
Acquired Intangible Assets [Line Items] | |
Indefinite-lived trade names and trademarks | $ 450,150 |
BUSINESS COMBINATION - Pro-Form
BUSINESS COMBINATION - Pro-Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenue | $ 1,437,989 | $ 4,047,635 |
Net earnings from continuing operations | $ 54,186 | $ 618,622 |
Basic earnings per share from continuing operations (USD per share) | $ 0.60 | $ 6.98 |
Diluted earnings per share from continuing operations (USD per share) | $ 0.57 | $ 6.54 |
Net earnings attributable to IAC shareholders | $ 53,829 | $ 619,880 |
Basic earnings per share attributable to IAC shareholders (USD per share) | $ 0.60 | $ 6.96 |
Diluted earnings per share attributable to IAC shareholders (USD per share) | $ 0.57 | $ 6.51 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 3,008,244 | $ 3,226,610 | $ 1,660,102 |
Intangible assets with definite lives, net of accumulated amortization | 588,679 | 735,743 | |
Intangible assets with indefinite lives | 693,824 | 679,149 | |
Total goodwill and intangible assets, net | $ 4,290,747 | $ 4,641,502 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill | |||||
Balance at beginning of period | $ 3,226,610 | $ 1,660,102 | $ 1,660,102 | ||
Additions | 1,594,665 | ||||
Deductions | (119,529) | (25,376) | |||
Impairment | $ 0 | $ 0 | (86,748) | 0 | |
Foreign Exchange Translation | (12,089) | (2,781) | |||
Balance at end of period | 3,008,244 | 3,008,244 | 3,226,610 | ||
Dotdash Meredith | |||||
Goodwill | |||||
Balance at beginning of period | 1,567,843 | ||||
Additions | 1,567,843 | ||||
Deductions | (115,994) | 0 | |||
Impairment | 0 | ||||
Balance at end of period | 1,451,849 | 1,451,849 | 1,567,843 | ||
Angi Inc. | |||||
Goodwill | |||||
Balance at beginning of period | 916,375 | 892,133 | 892,133 | ||
Additions | 26,822 | ||||
Deductions | (816) | 0 | |||
Impairment | 0 | ||||
Foreign Exchange Translation | (12,089) | (2,580) | |||
Balance at end of period | 903,470 | 903,470 | 916,375 | ||
Emerging & Other | |||||
Goodwill | |||||
Balance at beginning of period | 742,392 | $ 767,969 | 767,969 | ||
Additions | 0 | ||||
Deductions | (2,719) | (25,376) | |||
Impairment | (86,748) | ||||
Foreign Exchange Translation | (201) | ||||
Balance at end of period | $ 652,925 | $ 652,925 | $ 742,392 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill [Line Items] | |||||||
Goodwill impairment | $ 0 | $ 0 | $ 86,748 | $ 0 | |||
Goodwill | 3,008,244 | 3,008,244 | $ 3,226,610 | $ 1,660,102 | |||
Emerging & Other | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 86,748 | ||||||
Goodwill | 652,925 | 652,925 | 742,392 | $ 767,969 | |||
Search | |||||||
Goodwill [Line Items] | |||||||
Accumulated impairment on goodwill | 981,300 | 981,300 | 981,300 | ||||
Dotdash Meredith | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 0 | ||||||
Goodwill | 1,451,849 | 1,451,849 | 1,567,843 | ||||
Accumulated impairment on goodwill | 198,300 | 198,300 | $ 198,300 | ||||
Mosaic Group | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 153,600 | 153,600 | |||||
Carrying amount of goodwill for which excess of fair value over carrying value is less than 20% | 644,500 | 644,500 | |||||
Mosaic Group | Discount Rate | |||||||
Goodwill [Line Items] | |||||||
Measurement input (as a percent) | 0.160 | ||||||
Mosaic Group | Emerging & Other | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | $ 86,700 | ||||||
Accumulated impairment on goodwill | $ 86,700 | $ 86,700 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 1,096,476 | $ 1,014,574 |
Accumulated Amortization | (507,797) | (278,831) |
Total | $ 588,679 | $ 735,743 |
Weighted-Average Useful Life | 4 years 3 months 18 days | 4 years 7 months 6 days |
Advertiser relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 297,000 | $ 334,000 |
Accumulated Amortization | (67,907) | (6,386) |
Total | $ 229,093 | $ 327,614 |
Weighted-Average Useful Life | 5 years | 5 years 2 months 12 days |
Technology | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 198,429 | $ 133,318 |
Accumulated Amortization | (159,347) | (106,415) |
Total | $ 39,082 | $ 26,903 |
Weighted-Average Useful Life | 3 years 6 months | 4 years 2 months 12 days |
Licensee relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 171,000 | $ 150,000 |
Accumulated Amortization | (34,817) | (2,923) |
Total | $ 136,183 | $ 147,077 |
Weighted-Average Useful Life | 4 years 10 months 24 days | 4 years 10 months 24 days |
Content | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 106,639 | $ 10,439 |
Accumulated Amortization | (50,834) | $ (10,439) |
Total | $ 55,805 | |
Weighted-Average Useful Life | 2 years 10 months 24 days | 3 years 4 months 24 days |
Trade names | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 101,594 | $ 145,598 |
Accumulated Amortization | (30,404) | (18,224) |
Total | $ 71,190 | $ 127,374 |
Weighted-Average Useful Life | 5 years 6 months | 5 years 1 month 6 days |
Service professional relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 97,143 | $ 98,789 |
Accumulated Amortization | (96,828) | (97,877) |
Total | $ 315 | $ 912 |
Weighted-Average Useful Life | 3 years | 3 years |
Customer lists and user base | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 68,371 | $ 68,730 |
Accumulated Amortization | (39,526) | (32,606) |
Total | $ 28,845 | $ 36,124 |
Weighted-Average Useful Life | 6 years 4 months 24 days | 6 years 4 months 24 days |
Subscriber relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 56,300 | $ 73,700 |
Accumulated Amortization | (28,134) | (3,961) |
Total | $ 28,166 | $ 69,739 |
Weighted-Average Useful Life | 2 years | 2 years |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 66,898 | |
2023 | 207,069 | |
2024 | 133,941 | |
2025 | 84,295 | |
2026 | 68,864 | |
Thereafter | 27,612 | |
Total | $ 588,679 | $ 735,743 |
DOTDASH MEREDITH RESTRUCTURIN_3
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 18 Months Ended | ||
Oct. 03, 2022 | Jul. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Charges incurred | $ 24,700 | $ 60,800 | ||||
Severance costs | 3,400 | 36,500 | ||||
Impairment charges | 21,300 | 21,300 | ||||
Impairment charges related to impairment of a ROU asset | 14,300 | 14,300 | ||||
Impairment of leasehold improvements | 7,000 | 7,000 | ||||
Payments | 24,791 | |||||
Other | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Charges incurred | 17,700 | 53,800 | ||||
Payments | 2,038 | |||||
Transaction-related costs | $ 800 | $ 6,000 | ||||
Dotdash Meredith | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments made for change in control | $ 83,100 | $ 60,100 | ||||
Dotdash Meredith | Subsequent Event | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments made for change in control | $ 4,300 | |||||
Forecast | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments | $ 1,000 |
DOTDASH MEREDITH RESTRUCTURIN_4
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS - Restructuring Accrual and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring charge accruals | ||
Charges incurred | $ 60,837 | |
Payments | (24,791) | |
Non-cash | (21,734) | |
Restructuring accruals as of September 30, 2022 | $ 14,312 | 14,312 |
Impairment charges | 21,300 | 21,300 |
Inventory write-off | 400 | |
Digital | ||
Restructuring charge accruals | ||
Charges incurred | 29,090 | |
Payments | (5,888) | |
Non-cash | (21,309) | |
Restructuring accruals as of September 30, 2022 | 1,893 | 1,893 |
Restructuring charge accruals | ||
Charges incurred | 26,051 | |
Payments | (16,865) | |
Non-cash | (425) | |
Restructuring accruals as of September 30, 2022 | 8,761 | 8,761 |
Other | ||
Restructuring charge accruals | ||
Charges incurred | 5,696 | |
Payments | (2,038) | |
Non-cash | 0 | |
Restructuring accruals as of September 30, 2022 | $ 3,658 | $ 3,658 |
DOTDASH MEREDITH RESTRUCTURIN_5
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS - Allocation of Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 24,748 | $ 60,837 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,320 | 17,921 |
Selling and marketing expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 636 | 10,251 |
General and administrative expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 15,702 | 24,560 |
Product development expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 84 | 1,099 |
Depreciation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 7,006 | $ 7,006 |
DOTDASH MEREDITH RESTRUCTURIN_6
DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS - Remaining Estimated Restructuring Costs (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Remaining estimated restructuring costs | $ 967 |
Digital | |
Restructuring Cost and Reserve [Line Items] | |
Remaining estimated restructuring costs | 64 |
Restructuring Cost and Reserve [Line Items] | |
Remaining estimated restructuring costs | 352 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Remaining estimated restructuring costs | $ 551 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Marketable equity securities | $ 16,343 | $ 19,788 |
Total marketable securities | $ 16,343 | $ 19,788 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) investment shares | Sep. 30, 2021 USD ($) | Oct. 31, 2022 shares | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of investments in marketable equity securities | investment | 2 | |||||
Unrealized (loss) gain related to marketable equity securities | $ (13,972) | $ 25,794 | $ (8,316) | $ 25,794 | ||
Realized pre-tax gains, net, for equity securities | 0 | (3,536) | 0 | 7,174 | ||
Unrealized gain (loss) on investment in MGM Resorts International | 42,523 | 29,517 | (970,112) | 687,155 | ||
Total upward adjustments to equity securities without readily determinable fair value | 36,900 | 36,900 | ||||
Total downward adjustments to equity securities without readily determinable fair value | 61,000 | 61,000 | ||||
Contingent consideration arrangement liability | $ 612 | |||||
Acquisition-related contingent consideration fair value adjustments | 15,000 | |||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration arrangement liability | 7,000 | $ 7,000 | ||||
MGM | Subsequent Event | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Ownership percentage | 16.90% | |||||
MGM | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of equity securities purchased (in shares) | shares | 5.7 | |||||
Payments to acquire additional MGM shares | $ 244,300 | |||||
Unrealized gain (loss) on investment in MGM Resorts International | 42,500 | $ 29,500 | (970,100) | $ 687,200 | ||
Cumulative unrealized net pre-tax gain | $ 659,700 | $ 659,700 | ||||
MGM | Subsequent Event | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total number of equity securities owned (in shares) | shares | 64.7 | |||||
Turo | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Ownership interest in equity method investment (as a percent) | 26.70% | 26.70% |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Investments in MGM Resorts International (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Investment in MGM Resorts International | $ 1,923,585 | $ 2,649,442 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Long-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Equity securities without readily determinable fair values | $ 307,047 | $ 324,649 |
Equity method investment | 4,244 | 3,189 |
Long-term investments | $ 311,291 | $ 327,838 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Adjustments to the Carrying Value of Equity Securities Without Readily Determinable Fair Values | ||||
Upward adjustments (gross unrealized pre-tax gains) | $ 8,245 | $ 7,616 | $ 8,245 | $ 8,992 |
Downward adjustments including impairments (gross unrealized pre-tax losses) | 0 | (100) | (22,376) | (100) |
Total | 8,245 | 7,516 | (14,131) | 8,892 |
Equity Securities without Readily Determinable Fair Values, Realized and Unrealized Gains (Losses) | ||||
Realized pre-tax gains, net, for equity securities | 11,840 | 3,022 | 12,302 | 3,103 |
Unrealized pre-tax gains (losses), net, on equity securities held | 8,245 | 7,516 | (14,131) | 8,892 |
Total pre-tax gains (losses), net recognized | $ 20,085 | $ 10,538 | $ (1,829) | $ 11,995 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investment in MGM | $ 1,923,585 | $ 2,649,442 |
Other non-current assets | 850,899 | 1,037,067 |
Total assets | 3,306,501 | 4,445,502 |
Liabilities: | ||
Contingent consideration arrangements | (612) | |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Investment in MGM | 1,923,585 | 2,649,442 |
Total assets | 3,164,850 | 4,330,151 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Investment in MGM | 0 | 0 |
Total assets | 11,039 | 6,057 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Investment in MGM | 0 | 0 |
Total assets | 130,612 | 109,294 |
Liabilities: | ||
Contingent consideration arrangements | (612) | |
Money market funds | ||
Assets: | ||
Cash equivalents | 1,224,922 | 1,660,921 |
Money market funds | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 1,224,922 | 1,660,921 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Time deposits | ||
Assets: | ||
Cash equivalents | 11,039 | 6,057 |
Time deposits | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash equivalents | 11,039 | 6,057 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Marketable equity securities | ||
Assets: | ||
Marketable equity securities | 16,343 | 19,788 |
Marketable equity securities | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Marketable equity securities | 16,343 | 19,788 |
Marketable equity securities | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Marketable equity securities | 0 | 0 |
Marketable equity securities | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Marketable equity securities | 0 | 0 |
Warrant | ||
Assets: | ||
Other non-current assets | 130,612 | 109,294 |
Warrant | Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Other non-current assets | 0 | 0 |
Warrant | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Other non-current assets | 0 | 0 |
Warrant | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Other non-current assets | $ 130,612 | $ 109,294 |
FINANCIAL INSTRUMENTS AND FAI_9
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contingent Consideration Arrangement | ||||
Contingent Consideration Arrangements | ||||
Balance at beginning of period | $ 0 | $ (612) | $ 0 | |
Fair value adjustments included in earnings | (15,000) | 612 | (15,000) | |
Balance at end of period | $ 0 | (15,000) | 0 | (15,000) |
Warrant | ||||
Warrant | ||||
Balance at beginning of period | 122,145 | 60,532 | 109,294 | 5,276 |
Fair value adjustments included in earnings | 8,467 | 47,075 | 21,318 | 102,331 |
Balance at end of period | $ 130,612 | $ 107,607 | $ 130,612 | $ 107,607 |
FINANCIAL INSTRUMENTS AND FA_10
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | $ (30,000) | $ (30,000) |
Long-term debt, net | (2,026,404) | (2,046,237) |
Unamortized original issue discount and debt issuance costs | 21,100 | 23,800 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | (30,000) | (30,000) |
Long-term debt, net | (2,026,404) | (2,046,237) |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Current portion of long-term debt | (27,150) | (29,550) |
Long-term debt, net | $ (1,748,636) | $ (2,061,450) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: current portion of Dotdash Meredith long-term debt | $ 30,000 | $ 30,000 |
Long-term debt, net | $ 2,026,404 | $ 2,046,237 |
Term Loan | Dotdash Meredith Term Loan A Facility | ||
Debt Instrument [Line Items] | ||
Interest rate on debt instrument (as a percent) | 4.86% | 2.15% |
Term Loan | Dotdash Meredith Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Interest rate on debt instrument (as a percent) | 6.61% | 4.50% |
Dotdash Meredith | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,577,500 | $ 1,600,000 |
Less: current portion of Dotdash Meredith long-term debt | 30,000 | 30,000 |
Less: original issue discount | 5,521 | 6,176 |
Less: unamortized debt issuance costs | 10,673 | 12,139 |
Long-term debt, net | 1,531,306 | 1,551,685 |
Dotdash Meredith | Term Loan | Dotdash Meredith Term Loan A Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 336,875 | 350,000 |
Dotdash Meredith | Term Loan | Dotdash Meredith Term Loan B Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,240,625 | 1,250,000 |
Angi Inc. | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | 4,902 | 5,448 |
Long-term debt, net | 495,098 | 494,552 |
Angi Inc. | Senior Notes | ANGI 3.875% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000 | $ 500,000 |
Interest rate on debt instrument (as a percent) | 3.875% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 9 Months Ended | 11 Months Ended | 12 Months Ended | 37 Months Ended | 83 Months Ended | |||||
Sep. 30, 2022 USD ($) | Dec. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 01, 2026 USD ($) | Dec. 31, 2025 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2024 USD ($) | Dec. 01, 2028 USD ($) | Nov. 05, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Principal payments on ANGI Group Term Loan | $ 0 | $ 220,000,000 | ||||||||
Dotdash Meredith Credit Agreement | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt covenant, minimum amount needed to be drawn | $ 1 | |||||||||
Debt covenant, percentage of face | 1.02 | |||||||||
Debt covenant, outstanding face amount of undrawn letters of credit, minimum | $ 25,000,000 | |||||||||
Consolidated net leverage ratio (no greater than) | 5.5 | |||||||||
Debt covenant, net leverage ratio that would limit dividends | 4 | |||||||||
Dotdash Meredith Term Loan A Facility | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of debt instrument (years) | 5 years | |||||||||
Face amount of debt instrument | $ 350,000,000 | |||||||||
Interest rate on debt instrument (as a percent) | 4.86% | 4.86% | 2.15% | |||||||
Dotdash Meredith Term Loan A Facility | Term Loan | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Quarterly repayments of principal | $ 13,100,000 | $ 8,800,000 | $ 4,400,000 | |||||||
Dotdash Meredith Term Loan A Facility | Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 2.25% | 2% | ||||||||
Dotdash Meredith Term Loan B Facility | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of debt instrument (years) | 7 years | |||||||||
Face amount of debt instrument | $ 1,250,000,000 | |||||||||
Interest rate on debt instrument (as a percent) | 6.61% | 6.61% | 4.50% | |||||||
Dotdash Meredith Term Loan B Facility | Term Loan | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Quarterly repayments of principal | $ 3,100,000 | |||||||||
Dotdash Meredith Term Loan B Facility | Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 4% | |||||||||
Dotdash Meredith Term Loan B Facility | Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||||
Dotdash Meredith Revolving Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of debt instrument (years) | 5 years | |||||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||||
Outstanding borrowings under the credit facility | $ 0 | $ 0 | $ 0 | |||||||
Commitment fee (in basis points) | 0.40% | 0.35% | ||||||||
ANGI 3.875% Senior Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum leverage ratio | 3.75 | 3.75 | ||||||||
ANGI Group Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal payments on ANGI Group Term Loan | $ 220,000,000 | |||||||||
ANGI Group Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 250,000,000 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | $ 6,625,163,000 | $ 7,745,148,000 | $ 7,748,960,000 | $ 7,150,928,000 |
Total other comprehensive (loss) income, net of income taxes | (18,173,000) | (1,560,000) | (36,266,000) | 11,258,000 |
Balance at end of period | 6,538,103,000 | 7,776,143,000 | 6,538,103,000 | 7,776,143,000 |
Tax provision (benefit) on accumulated other comprehensive (loss) income | 0 | 0 | 0 | 0 |
Foreign Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (12,852,000) | 5,686,000 | 4,397,000 | (6,172,000) |
Balance at end of period | (29,960,000) | 4,627,000 | (29,960,000) | 4,627,000 |
Foreign Currency Translation Adjustment including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss before reclassifications | (17,112,000) | (1,083,000) | (34,362,000) | 754,000 |
Amounts reclassified to earnings | 0 | 0 | 0 | 10,032,000 |
Total other comprehensive (loss) income, net of income taxes | (17,112,000) | (1,083,000) | (34,362,000) | 10,786,000 |
Foreign Currency Translation Adjustment attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive (loss) income, net of income taxes | 4,000 | 24,000 | 5,000 | 13,000 |
Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | 2,000 | |||
Balance at end of period | 0 | 0 | ||
Unrealized Gains (Losses) on Available-for-Sale Debt Securities including Portion Attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss before reclassifications | (2,000) | |||
Amounts reclassified to earnings | 0 | |||
Total other comprehensive (loss) income, net of income taxes | (2,000) | |||
Unrealized Gains (Losses) on Available-for-Sale Debt Securities attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive (loss) income, net of income taxes | 0 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at beginning of period | (12,852,000) | 5,686,000 | 4,397,000 | (6,170,000) |
Balance at end of period | $ (29,960,000) | $ 4,627,000 | $ (29,960,000) | 4,627,000 |
Accumulated Other Comprehensive (Loss) Income including portion attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Other comprehensive loss before reclassifications | 752,000 | |||
Amounts reclassified to earnings | 10,032,000 | |||
Total other comprehensive (loss) income, net of income taxes | 10,784,000 | |||
Accumulated Other Comprehensive (Loss) Income attributable to Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Total other comprehensive (loss) income, net of income taxes | $ 13,000 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,300,901 | $ 924,068 | $ 3,988,827 | $ 2,540,185 |
Operating Segments | Dotdash Meredith | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 467,085 | 65,165 | 1,457,080 | 203,919 |
Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 220,749 | 65,165 | 671,424 | 203,919 |
Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 251,471 | 0 | 801,756 | 0 |
Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 498,036 | 461,565 | 1,449,977 | 1,269,582 |
Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 156,719 | 228,445 | 578,287 | 593,086 |
Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 180,820 | 168,923 | 508,903 | 473,735 |
Inter-segment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1,759) | (30) | (5,420) | (137) |
Inter-segment eliminations | Dotdash Meredith | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (5,135) | 0 | (16,100) | 0 |
Inter-segment eliminations | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (5,135) | $ 0 | $ (16,100) | $ 0 |
SEGMENT INFORMATION - Revenue D
SEGMENT INFORMATION - Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,300,901 | $ 924,068 | $ 3,988,827 | $ 2,540,185 |
Operating Segments | Dotdash Meredith | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 467,085 | 65,165 | 1,457,080 | 203,919 |
Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 220,749 | 65,165 | 671,424 | 203,919 |
Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 251,471 | 0 | 801,756 | 0 |
Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 498,036 | 461,565 | 1,449,977 | 1,269,582 |
Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 156,719 | 228,445 | 578,287 | 593,086 |
Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 180,820 | 168,923 | 508,903 | 473,735 |
Inter-segment eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1,759) | (30) | (5,420) | (137) |
Inter-segment eliminations | Dotdash Meredith | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (5,135) | 0 | (16,100) | 0 |
Inter-segment eliminations | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (5,135) | 0 | (16,100) | 0 |
North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 479,602 | 443,531 | 1,386,588 | 1,204,517 |
Europe | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18,434 | 18,034 | 63,389 | 65,065 |
Display advertising | Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 148,309 | 42,911 | 442,950 | 125,014 |
Performance marketing | Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46,089 | 21,881 | 144,127 | 77,432 |
Performance marketing | Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,053 | 0 | 35,368 | 0 |
Performance marketing | Inter-segment eliminations | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (5,100) | (15,900) | ||
Licensing and other | Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26,351 | 373 | 84,347 | 1,473 |
Subscription | Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 97,373 | 0 | 339,276 | 0 |
Newsstand | Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 37,180 | 0 | 104,015 | 0 |
Project and Other Print | Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 39,419 | 0 | 114,698 | 0 |
Advertising | Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 64,446 | 0 | 208,399 | 0 |
Advertising | Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 155,663 | 224,623 | 574,238 | 581,292 |
Advertising | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,637 | 5,901 | 13,424 | 14,334 |
Google advertising | Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 119,576 | 171,222 | 394,074 | 480,157 |
Google advertising | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 535 | 862 | 1,659 | 1,983 |
Non-Google advertising | Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 36,087 | 53,401 | 180,164 | 101,135 |
Non-Google advertising | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,102 | 5,039 | 11,765 | 12,351 |
Ads and Leads | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 347,740 | 326,156 | 990,694 | 959,613 |
Consumer connection | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 260,242 | 238,421 | 732,075 | 699,867 |
Consumer connection | Europe | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 15,576 | 14,530 | 54,320 | 54,226 |
Advertising | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67,045 | 63,953 | 195,906 | 187,308 |
Membership subscription | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14,795 | 17,079 | 46,586 | 51,026 |
Other | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,658 | 6,703 | 16,127 | 21,412 |
Angi Services | North America | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 131,862 | 117,375 | 395,894 | 244,904 |
Service professional membership subscription | Europe | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,575 | 3,215 | 8,203 | 9,874 |
Advertising and other | Europe | Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 283 | 289 | 866 | 965 |
Other | Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,056 | 3,822 | 4,049 | 11,794 |
Subscription | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 91,405 | 96,763 | 278,722 | 268,993 |
Marketplace | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,709 | 63,456 | 202,380 | 173,615 |
Media production and distribution | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,954 | 730 | 9,558 | 11,142 |
Service and other | Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 2,115 | $ 2,073 | $ 4,819 | $ 5,651 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue and Long-lived Assets by Geography | |||||
Revenue | $ 1,300,901 | $ 924,068 | $ 3,988,827 | $ 2,540,185 | |
Long-lived assets (excluding goodwill, intangible assets and ROU assets) | 583,888 | 583,888 | $ 570,525 | ||
United States | |||||
Revenue and Long-lived Assets by Geography | |||||
Revenue | 1,209,748 | 796,808 | 3,684,184 | 2,156,061 | |
Long-lived assets (excluding goodwill, intangible assets and ROU assets) | 576,534 | 576,534 | 562,628 | ||
All other countries | |||||
Revenue and Long-lived Assets by Geography | |||||
Revenue | 91,153 | $ 127,260 | 304,643 | $ 384,124 | |
Long-lived assets (excluding goodwill, intangible assets and ROU assets) | $ 7,354 | $ 7,354 | $ 7,897 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Income (Loss) and Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | $ (124,680) | $ (32,067) | $ (399,634) | $ (67,717) |
Charges incurred | 24,700 | 60,800 | ||
Impairment charges | 7,000 | 7,000 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Charges incurred | 17,700 | 53,800 | ||
Transaction-related costs | 800 | 6,000 | ||
Operating Segments | Dotdash Meredith | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (95,498) | 7,082 | (179,250) | 44,383 |
Adjusted EBITDA | 8,202 | 48,673 | ||
Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (104,445) | 7,082 | (95,217) | 44,383 |
Adjusted EBITDA | 22,602 | 8,202 | 108,718 | 48,673 |
Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | 27,325 | (31,109) | ||
Adjusted EBITDA | 23,097 | 0 | 18,882 | 0 |
Operating Segments | Dotdash Meredith | Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (18,378) | (52,924) | ||
Adjusted EBITDA | (14,506) | 0 | (48,706) | 0 |
Operating Segments | Angi Inc. | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (11,058) | (14,973) | (65,901) | (47,595) |
Adjusted EBITDA | 22,882 | 12,395 | 29,402 | 31,139 |
Operating Segments | Search | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | 19,085 | 30,011 | 70,461 | 74,059 |
Adjusted EBITDA | 19,111 | 30,031 | 70,528 | 74,087 |
Operating Segments | Emerging & Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (1,577) | (22,239) | (114,402) | (23,946) |
Adjusted EBITDA | 2,425 | 2,737 | (13,719) | 21,592 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | (35,632) | (31,948) | (110,542) | (114,618) |
Adjusted EBITDA | $ (20,830) | $ (23,132) | $ (65,240) | $ (71,769) |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | $ (124,680) | $ (32,067) | $ (399,634) | $ (67,717) |
Stock-based compensation expense | 31,117 | 15,438 | 92,460 | 57,804 |
Depreciation | 86,855 | 54,093 | ||
Amortization of intangibles | 120,777 | 14,067 | 234,048 | 44,542 |
Acquisition-related Contingent Consideration Fair Value Adjustments | (15,000) | |||
Goodwill impairment | 0 | 0 | 86,748 | 0 |
Interest expense | (29,433) | (6,032) | (74,862) | (18,463) |
Unrealized gain (loss) on investment in MGM Resorts International | 42,523 | 29,517 | (970,112) | 687,155 |
Other income (expense), net | 19,678 | 79,539 | (63,048) | 133,388 |
(Loss) earnings from continuing operations before income taxes | (91,912) | 70,957 | (1,507,656) | 734,363 |
Income tax benefit (provision) | 26,065 | (9,910) | 325,517 | (151,046) |
Net (loss) earnings from continuing operations | (65,847) | 61,047 | (1,182,139) | 583,317 |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (1,831) |
Net (loss) earnings | (65,847) | 61,047 | (1,182,139) | 581,486 |
Net loss (earnings) attributable to noncontrolling interests | 2,024 | (357) | 13,388 | 3,089 |
Net (loss) earnings attributable to IAC shareholders | (63,823) | 60,690 | (1,168,751) | 584,575 |
Dotdash Meredith | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Goodwill impairment | 0 | |||
Angi Inc. | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Goodwill impairment | 0 | |||
Emerging & Other | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Goodwill impairment | 86,748 | |||
Operating Segments | Dotdash Meredith | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (95,498) | 7,082 | (179,250) | 44,383 |
Stock-based compensation expense | 0 | 0 | ||
Depreciation | 527 | 1,706 | ||
Amortization of intangibles | 593 | 2,584 | ||
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | ||
Adjusted EBITDA | 8,202 | 48,673 | ||
Operating Segments | Dotdash Meredith | Digital | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (104,445) | 7,082 | (95,217) | 44,383 |
Stock-based compensation expense | 5,814 | 14,889 | ||
Depreciation | 5,312 | 21,004 | ||
Amortization of intangibles | 115,921 | 168,654 | ||
Acquisition-related Contingent Consideration Fair Value Adjustments | (612) | |||
Adjusted EBITDA | 22,602 | 8,202 | 108,718 | 48,673 |
Operating Segments | Dotdash Meredith | Print | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | 27,325 | (31,109) | ||
Stock-based compensation expense | 391 | 659 | ||
Depreciation | (2,154) | 8,010 | ||
Amortization of intangibles | (2,465) | 41,322 | ||
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | |||
Adjusted EBITDA | 23,097 | 0 | 18,882 | 0 |
Operating Segments | Dotdash Meredith | Other | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (18,378) | (52,924) | ||
Stock-based compensation expense | 53 | 92 | ||
Depreciation | 3,819 | 4,126 | ||
Amortization of intangibles | 0 | 0 | ||
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | |||
Adjusted EBITDA | (14,506) | 0 | (48,706) | 0 |
Operating Segments | Angi Inc. | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (11,058) | (14,973) | (65,901) | (47,595) |
Stock-based compensation expense | 12,376 | 8,813 | 38,778 | 20,390 |
Depreciation | 17,759 | 14,701 | 45,112 | 45,728 |
Amortization of intangibles | 3,805 | 3,854 | 11,413 | 12,616 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | |
Goodwill impairment | 0 | |||
Adjusted EBITDA | 22,882 | 12,395 | 29,402 | 31,139 |
Operating Segments | Search | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | 19,085 | 30,011 | 70,461 | 74,059 |
Stock-based compensation expense | 0 | 0 | 0 | 0 |
Depreciation | 26 | 20 | 67 | 28 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | |
Goodwill impairment | 0 | |||
Adjusted EBITDA | 19,111 | 30,031 | 70,528 | 74,087 |
Operating Segments | Emerging & Other | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (1,577) | (22,239) | (114,402) | (23,946) |
Stock-based compensation expense | 175 | 25 | 283 | 75 |
Depreciation | 311 | 331 | 993 | 1,121 |
Amortization of intangibles | 3,516 | 9,620 | 12,659 | 29,342 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 15,000 | 0 | 15,000 | |
Goodwill impairment | 86,748 | |||
Adjusted EBITDA | 2,425 | 2,737 | (13,719) | 21,592 |
Corporate | ||||
Segment Reporting, Other Significant Reconciling Item | ||||
Operating Income (Loss) | (35,632) | (31,948) | (110,542) | (114,618) |
Stock-based compensation expense | 12,308 | 6,600 | 37,759 | 37,339 |
Depreciation | 2,494 | 2,216 | 7,543 | 5,510 |
Amortization of intangibles | 0 | 0 | 0 | 0 |
Acquisition-related Contingent Consideration Fair Value Adjustments | 0 | 0 | 0 | |
Goodwill impairment | 0 | |||
Adjusted EBITDA | $ (20,830) | $ (23,132) | $ (65,240) | $ (71,769) |
PENSION AND POSTRETIREMENT BE_3
PENSION AND POSTRETIREMENT BENEFIT PLANS - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Pension | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 877 | $ 2,766 |
Interest cost | 1,267 | 3,154 |
Expected return on plan assets | (308) | (2,484) |
Actuarial (gain) loss recognition | (2,643) | 7,490 |
Net periodic (credit) benefit costs | (807) | 10,926 |
Pension | International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 3,999 | 11,073 |
Expected return on plan assets | (4,252) | (12,668) |
Actuarial (gain) loss recognition | 0 | 68,552 |
Net periodic (credit) benefit costs | (253) | 66,957 |
Postretirement | United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 2 | 5 |
Interest cost | 66 | 200 |
Expected return on plan assets | 0 | 0 |
Actuarial (gain) loss recognition | 0 | 0 |
Net periodic (credit) benefit costs | $ 68 | $ 205 |
PENSION AND POSTRETIREMENT BE_4
PENSION AND POSTRETIREMENT BENEFIT PLANS - Narrative (Details) - Pension £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |
Jul. 28, 2022 GBP (£) contract | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Gain (loss) on plan assets related to a decline in fair value | $ (2.6) | $ (76.1) | |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Gain (loss) on plan assets related to a decline in fair value | 2.6 | (7.5) | |
International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Gain (loss) on plan assets related to a decline in fair value | £ (110) | (119) | (68.6) |
Net assets of plan | $ 130.7 | $ 130.7 | |
Number of insurance contracts owned | contract | 2 | ||
Percentage of future designated contractual payments to covered participants | 100% |
PENSION AND POSTRETIREMENT BE_5
PENSION AND POSTRETIREMENT BENEFIT PLANS - Expected Return on Plan Assets (Details) - Pension | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected return on plan assets | 3.15% | 6% |
International | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected return on plan assets | 2.20% | 1.90% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit due to higher estimated effective tax rate | $ 3,700 | ||||
Income tax benefit (provision) | $ (26,065) | $ 9,910 | $ (325,517) | $ 151,046 | |
Effective income tax rate (as a percent) | 28% | 14% | 22% | 21% | |
Unrecognized tax benefits, including interest and penalties | $ 18,200 | $ 18,200 | $ 18,000 | ||
Increase (decrease) in unrecognized tax benefits, including interest and penalties during the period | 200 | ||||
Unrecognized tax benefits, if subsequently recognized would reduce income tax expense | 17,100 | 17,100 | $ 16,700 | ||
Decrease in unrecognized tax benefit, reasonably possible within twelve months | 5,000 | 5,000 | |||
Unrecognized tax benefits, reduction resulting from expected settlements | 4,900 | ||||
Deferred tax assets | 889,600 | 889,600 | |||
Portion of deferred tax assets that will be utilized upon future reversal of deferred tax liabilities | 799,900 | 799,900 | |||
Portion of deferred tax assets that will be utilized based on forecasts of future taxable income | 89,700 | 89,700 | |||
Deferred tax assets, U.S. federal operating loss carryforwards | $ 91,200 | 91,200 | |||
Future taxable income | $ 434,100 |
(LOSS) EARNINGS PER SHARE - Sum
(LOSS) EARNINGS PER SHARE - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 05, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: Basic | |||||
Net (loss) earnings from continuing operations | $ (65,847) | $ 61,047 | $ (1,182,139) | $ 583,317 | |
Net loss (earnings) attributable to noncontrolling interests of continuing operations | 2,024 | (357) | 13,388 | 3,275 | |
Net earnings attributed to unvested participating security | 0 | (2,040) | 0 | (19,749) | |
Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders | (63,823) | 58,650 | (1,168,751) | 566,843 | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (1,831) | |
Net earnings attributable to noncontrolling interests of discontinued operations | 0 | 0 | 0 | (186) | |
Net loss attributed to unvested participating security | 0 | 0 | 0 | 68 | |
Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders | 0 | 0 | 0 | (1,949) | |
Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders | $ (63,823) | $ 58,650 | $ (1,168,751) | $ 564,894 | |
Denominator: Basic | |||||
Weighted average basic IAC Common Stock and Class B common stock shares outstanding (shares) | 86,022,000 | 86,258,000 | 86,515,000 | 86,106,000 | |
(Loss) earnings per share: Basic | |||||
(Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | $ (0.74) | $ 0.68 | $ (13.51) | $ 6.58 | |
Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | 0 | 0 | 0 | (0.02) | |
(Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | $ (0.74) | $ 0.68 | $ (13.51) | $ 6.56 | |
Numerator: Diluted | |||||
Net (loss) earnings from continuing operations | $ (65,847) | $ 61,047 | $ (1,182,139) | $ 583,317 | |
Net loss (earnings) attributable to noncontrolling interests of continuing operations | 2,024 | (357) | 13,388 | 3,275 | |
Net earnings attributed to unvested participating security | 0 | (1,938) | 0 | (18,494) | |
Impact from public subsidiaries' dilutive securities | 0 | 91 | 0 | 245 | |
Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders | (63,823) | 58,843 | (1,168,751) | 568,343 | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (1,831) | |
Net earnings attributable to noncontrolling interests of discontinued operations | 0 | 0 | 0 | (186) | |
Net loss attributed to unvested participating security | 0 | 0 | 0 | 64 | |
Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders | 0 | 0 | 0 | (1,953) | |
Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders | $ (63,823) | $ 58,843 | $ (1,168,751) | $ 566,390 | |
Denominator: Diluted | |||||
Weighted average basic IAC Common Stock and Class B common stock shares outstanding (shares) | 86,022,000 | 86,258,000 | 86,515,000 | 86,106,000 | |
Dilutive securities (shares) | 0 | 4,818,000 | 0 | 6,089,000 | |
Denominator for earnings per share - weighted average shares (shares) | 86,022,000 | 91,076,000 | 86,515,000 | 92,195,000 | |
(Loss) earnings per share: Diluted | |||||
(Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | $ (0.74) | $ 0.65 | $ (13.51) | $ 6.16 | |
Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | 0 | 0 | 0 | (0.02) | |
(Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders (USD per share) | $ (0.74) | $ 0.65 | $ (13.51) | $ 6.14 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 8,000,000 | 3,000,000 | 8,000,000 | 3,000,000 | |
Chief Executive Officer | Restricted Stock Awards | RSA Agreement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares authorized for issuance (in shares) | 3,000,000 | ||||
Term of employment agreement and restricted stock agreement (in years) | 10 years |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Earnings from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | May 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating costs and expenses: | |||||
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ (1,831) | |
Vimeo | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ 145,514 | ||||
Operating costs and expenses: | |||||
Cost of revenue (exclusive of depreciation shown separately below) | 39,995 | ||||
Selling and marketing expense | 54,774 | ||||
General and administrative expense | 23,343 | ||||
Product development expense | 35,651 | ||||
Depreciation | 182 | ||||
Amortization of intangibles | 2,983 | ||||
Total operating costs and expenses | 156,928 | ||||
Operating loss from discontinued operations | (11,414) | ||||
Interest expense | (140) | ||||
Other income, net | 10,172 | ||||
Loss from discontinued operations before tax | (1,382) | ||||
Income tax expense | (449) | ||||
Loss from discontinued operations, net of tax | $ (1,831) |
FINANCIAL STATEMENT DETAILS - C
FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 1,607,384 | $ 2,118,730 | $ 3,404,913 | $ 3,366,176 |
Restricted cash included in other current assets | 2,872 | 1,941 | 14,027 | 448 |
Restricted cash included in other non-current assets | 6,815 | 1,193 | 1,217 | 449 |
Cash, cash equivalents, and restricted cash included in current assets of discontinued operations | 0 | 0 | 0 | 110,037 |
Total cash and cash equivalents and restricted cash as shown on the statement of cash flows | $ 1,617,071 | $ 2,121,864 | $ 3,420,157 | $ 3,477,110 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at January 1 | $ 36,637 | $ 27,178 |
Current period provision for credit losses | 87,657 | 66,428 |
Write-offs charged against the allowance | (73,807) | (55,942) |
Recoveries collected | 4,152 | 1,896 |
Balance at September 30 | $ 54,639 | $ 39,560 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Accumulated Amortization and Depreciation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Depreciation, Depletion and Amortization [Abstract] | ||
ROU assets included in other non-current assets | $ 129,487 | $ 87,052 |
Capitalized software, equipment, buildings and leasehold improvements | 276,822 | 496,887 |
Intangible assets | $ 507,797 | $ 278,831 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Realized gain related to the sale of investments | $ 11,840 | $ 3,022 | $ 12,302 | $ 3,103 |
Interest income | 8,778 | 216 | 11,918 | 931 |
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 | 1,871 | 0 | (75,317) | 0 |
Unrealized (loss) gain related to marketable equity securities | (13,972) | 25,794 | (8,316) | 25,794 |
Foreign exchange losses, net | (5,196) | (858) | (11,425) | (11,976) |
Realized (loss) gain on the sale of a marketable equity security | 0 | (3,536) | 0 | 7,174 |
Loss on the extinguishment of debt | 0 | 0 | 0 | (1,110) |
Other | (355) | 310 | 603 | (1,751) |
Other income (expense), net | 19,678 | $ 79,539 | (63,048) | 133,388 |
Foreign exchange losses due to substantial liquidation of certain foreign subsidiaries | $ 10,000 | |||
Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Gain (loss) on plan assets related to a decline in fair value | $ (2,600) | $ (76,100) |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) plane shares | Sep. 30, 2021 shares | Dec. 31, 2021 USD ($) | |
Expedia | Corporate Aircraft Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Proportion of ownership interest held each by entity and by related party in aircraft employing flight crew (as a percent) | 50% | 50% | ||||
Number of aircraft operated | plane | 3 | |||||
Proportion of ownership interest held each by entity and by related party in another entity employing flight crew (as a percent) | 50% | 50% | ||||
Angi Inc. | Angi, Inc. | Employee Matters Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Stock received from related party (in shares) | shares | 0 | 0 | ||||
Stock received from related party, exercised or vested (in shares) | shares | 0 | |||||
Stock received from related party, exercised or vested, stock appreciation rights (in shares) | shares | 0 | |||||
Angi Inc. | Common Stock | Angi, Inc. | Employee Matters Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Stock received from related party (in shares) | shares | 100,000 | 2,600,000 | ||||
Angi Inc. | Class B common stock | Angi, Inc. | Employee Matters Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Stock received from related party (in shares) | shares | 100,000 | 200,000 | ||||
IAC and Vimeo | Mr. Diller | ||||||
Related Party Transaction [Line Items] | ||||||
Voting interests | 0.10 | 0.10 | ||||
Vimeo | Vimeo | Tax Sharing Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Due from (to) related party | $ 0 | $ 0 | $ 0 | |||
Expenses from transactions with related party | 0 | 0 | ||||
Vimeo | Vimeo | Transition Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Due from (to) related party | 0 | 0 | 0 | |||
Expenses from transactions with related party | 100,000 | $ 400,000 | $ 600,000 | 300,000 | ||
Vimeo | Vimeo | Employee Benefit Plans Participation | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party | 0 | 0 | 6,400,000 | |||
Vimeo | Vimeo | Lease Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 700,000 | $ 1,100,000 | $ 1,500,000 | 3,700,000 | ||
Due from related party | $ 200,000 | $ 200,000 | $ 0 |