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IAC Inc

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

PPLI$43.79+0.9%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

To the Shareholders and the Board of Directors of IAC Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of IAC Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Quantitative Impairment Assessment for Goodwill and Indefinite-lived Intangible Assets
Description of the MatterAs of December 31, 2023, the Company’s goodwill and indefinite-lived intangible asset balances were $3.0 billion and $544.2 million, respectively. As disclosed in Note 2 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed annually for impairment using either a qualitative or quantitative approach as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value. Auditing management’s quantitative impairment test for goodwill and indefinite-lived intangible assets was challenging given the inherent judgements and estimates involved. Management’s quantitative impairment tests were complex and judgmental due to the measurement uncertainty in estimating the fair value of the reporting unit for goodwill and the fair value of indefinite-lived intangible assets. Specifically, the fair value estimate of the Company’s Mosaic, Dotdash Meredith Digital and Care.com reporting units were sensitive to assumptions such as the discount rate, revenue growth rates and projected margin. The fair value estimates for Meredith’s indefinite-lived intangible assets were sensitive to assumptions such as discount rates, revenue growth rates and royalty rates. These assumptions are affected by factors such as expected future industry or economic conditions.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its goodwill and indefinite-lived intangible assets impairment review process. For example, we tested controls over management’s review of the significant assumptions used to estimate the fair values of the reporting units for goodwill and the indefinite-lived intangible assets, including projected financial information.To test the estimated fair values of the Mosaic, Dotdash Meredith Digital and Care.com reporting units and Meredith's indefinite-lived intangible assets, our audit procedures included, among others, assessing the methodologies and testing the significant assumptions and underlying data used by the Company. We evaluated the Company’s underlying forecast and budget information by comparing the significant assumptions to historical results, forecasted information included in analyst reports and the Company's guideline companies in the same industry and current economic trends. For example, we evaluated management’s forecasted revenue to identify, understand and evaluate changes as compared to historical results. We performed sensitivity analyses of significant assumptions to evaluate the change in the estimated fair value of the Mosaic, Dotdash Meredith Digital and Care.com reporting units for goodwill and Meredith’s indefinite-lived intangible assets resulting from changes in the assumptions. In addition, we involved an internal valuation specialist to assist in evaluating the methodologies and significant assumptions applied in developing the fair value estimates.
Revenue Processed By Highly Automated Proprietary Systems - Leads and Services
Description of the MatterAs more fully described in Note 2 to the consolidated financial statements, Angi Inc.’s revenue includes domestic Ads and Leads revenue as well as Services revenue. Ads revenue is primarily derived from service professionals under contract for advertising. Leads revenue includes consumer connection revenue for consumer matches as well as membership subscription revenue from service professionals. Services revenue primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a service professional to perform the service.In aggregate, Leads and Services Revenue was approximately $1.0 billion, as disclosed in Note 10 for the year ended December 31, 2023. The Company’s Leads and Services Revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions. The processing and recording of Leads and Services revenue is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary. Given the complexity of the IT systems involved, auditing Leads and Services Revenue required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls utilized to process and record these transactions.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for Leads and Services Revenue. With the involvement of IT professionals, we identified the relevant systems used by the Company to process, calculate, and record revenue and the related deferred revenue. Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of revenue and the related deferred revenue at period end. We also tested the Company’s controls to address the completeness and accuracy of transaction data.Our audit procedures related to the Company’s Leads and Services Revenue also included reconciling revenue recorded to cash received, testing the details for a sample of specific cash receipts to third-party banking information and evidence of the related customer arrangement, testing the calculations of revenue and the related deferred revenue performed within the Company’s systems to the amount recorded in the general ledger, and testing revenue transactions occurring near year-end.

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2019.

New York, New York

February 29, 2024

December 31,
20232022
(In thousands, except par value amounts)
ASSETS
Cash and cash equivalents$1,297,445$1,417,390
Marketable securities148,998239,373
Accounts receivable, net536,650607,809
Other current assets257,499296,563
Total current assets2,240,5922,561,135
Capitalized software, equipment, buildings, land and leasehold improvements, net455,281510,614
Goodwill3,024,2663,030,168
Intangible assets, net of accumulated amortization874,7051,170,041
Investment in MGM Resorts International2,891,8502,170,182
Long-term investments411,216325,721
Other non-current assets473,267625,774
TOTAL ASSETS$10,371,177$10,393,635
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Current portion of long-term debt$30,000$30,000
Accounts payable, trade105,514133,105
Deferred revenue143,449157,124
Accrued expenses and other current liabilities671,527759,759
Total current liabilities950,4901,079,988
Long-term debt, net1,993,1542,019,759
Deferred income taxes164,61276,276
Other long-term liabilities474,540617,843
Redeemable noncontrolling interests33,37827,235
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,465 and 84,184 shares issued and 80,115 and 83,083 shares outstanding at December 31, 2023 and 2022, respectively88
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at December 31, 2023 and 202211
Additional paid-in capital6,340,3126,295,080
Retained earnings (accumulated deficit)923(265,019)
Accumulated other comprehensive loss(10,942)(13,133)
Treasury stock, 4,350 and 1,101 shares at December 31, 2023 and 2022, respectively(252,441)(85,323)
Total IAC shareholders' equity6,077,8615,931,614
Noncontrolling interests677,142640,920
Total shareholders' equity6,755,0036,572,534
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$10,371,177$10,393,635
Years Ended December 31,
202320222021
(In thousands, except per share data)
Revenue$4,365,235$5,235,280$3,699,627
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)1,343,2541,933,7051,296,282
Selling and marketing expense1,576,2291,914,8781,362,300
General and administrative expense891,958991,983797,448
Product development expense334,491318,028230,810
Depreciation175,096130,98675,015
Amortization of intangibles295,970307,71874,839
Goodwill impairment9,000112,753—
Total operating costs and expenses4,625,9985,710,0513,836,694
Operating loss(260,763)(474,771)(137,067)
Interest expense(157,632)(110,165)(34,264)
Unrealized gain (loss) on investment in MGM Resorts International721,668(723,515)789,283
Other income (expense), net63,862(217,785)111,854
Earnings (loss) from continuing operations before income taxes367,135(1,526,236)729,806
Income tax (provision) benefit(108,818)331,087(138,990)
Net earnings (loss) from continuing operations258,317(1,195,149)590,816
Earnings (loss) from discontinued operations, net of taxes—2,694(1,831)
Net earnings (loss)258,317(1,192,455)588,985
Net loss attributable to noncontrolling interests7,62522,2858,562
Net earnings (loss) attributable to IAC shareholders$265,942$(1,170,170)$597,547
Per share information from continuing operations:
Basic earnings (loss) per share$3.07$(13.58)$6.72
Diluted earnings (loss) per share$2.97$(13.58)$6.33
Per share information attributable to IAC Common Stock and Class B common stock shareholders:
Basic earnings (loss) per share$3.07$(13.55)$6.70
Diluted earnings (loss) per share$2.97$(13.55)$6.31
Stock-based compensation expense by function:
Cost of revenue$1,613$47$57
Selling and marketing expense8,8088,2935,009
General and administrative expense93,50699,99367,664
Product development expense13,25415,1436,757
Total stock-based compensation expense$117,181$123,476$79,487

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS

Years Ended December 31,
202320222021
(In thousands)
Net earnings (loss)$258,317$(1,192,455)$588,985
Other comprehensive income (loss), net of income taxes:
Change in foreign currency translation adjustment3,428(18,829)10,466
Change in net unrealized losses on interest rate swaps(696)——
Change in unrealized gains and losses on available-for-sale marketable debt securities(33)53(2)
Total other comprehensive income (loss), net of income taxes2,699(18,776)10,464
Comprehensive income (loss), net of income taxes261,016(1,211,231)599,449
Components of comprehensive loss (income) attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests7,62522,2858,562
Change in foreign currency translation adjustment attributable to noncontrolling interests(513)1,23593
Comprehensive loss attributable to noncontrolling interests7,11223,5208,655
Comprehensive income (loss) attributable to IAC shareholders$268,128$(1,187,711)$608,104

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Year Ended December 31, 2023

RedeemableNoncontrollingInterests · Common Stock, $0.0001 par value · Class B Common Stock, $0.0001 par value · AdditionalPaid-inCapital · (Accumulated Deficit) Retained Earnings · AccumulatedOtherComprehensiveLoss · Treasury Stock · Total IACShareholders'Equity · NoncontrollingInterests · Total Shareholders'Equity
$ · Shares · $ · Shares
(In thousands)
Balance at December 31, 2022$27,235$884,184$15,789$6,295,080$(265,019)$(13,133)$(85,323)$5,931,614$640,920$6,572,534
Net (loss) earnings(1,175)—————265,942——265,942(6,450)259,492
Other comprehensive income, net of income taxes———————2,186—2,1865132,699
Stock-based compensation expense—————73,562———73,56248,388121,950
Issuance of common stock pursuant to stock-based awards, net of withholding taxes——281——(9,814)———(9,814)—(9,814)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes—————(5,620)—5—(5,615)(673)(6,288)
Purchase of IAC treasury stock, net of excise tax on share issuances————————(167,118)(167,118)—(167,118)
Purchase of Angi Inc. treasury stock, net of excise tax on share issuances—————(11,099)———(11,099)—(11,099)
Adjustment of noncontrolling interests to redemption amount7,567————(7,567)———(7,567)—(7,567)
Adjustment to the liquidation value of Vivian Health preferred shares—————5,527———5,527(5,527)—
Other(249)————243———243(29)214
Balance at December 31, 2023$33,378$884,465$15,789$6,340,312$923$(10,942)$(252,441)$6,077,861$677,142$6,755,003

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Years Ended December 31, 2022 and 2021

RedeemableNoncontrollingInterests · Common Stock, $.0001 par value · Class B Common Stock, $.0001 par value · Common Stock,$0.001 par value · Class B Common Stock,$0.001 par value · Additional Paid-in Capital · Retained Earnings (Accumulated Deficit) · AccumulatedOtherComprehensive(Loss) Income · Treasury Stock · Total IAC Shareholders' Equity · NoncontrollingInterests · Total Shareholders' Equity
$ · Shares · $ · Shares · $ · Shares · $ · Shares
(In thousands)
Balance at December 31, 2020$231,992$——$——$8382,976$65,789$5,909,614$694,042$(6,170)$—$6,597,575$553,353$7,150,928
Net earnings (loss)1,732—————————597,547——597,547(10,294)587,253
Other comprehensive income (loss), net of income taxes515——————————10,519—10,519(608)9,911
Stock-based compensation expense—————————59,283———59,28333,05792,340
Issuance of common stock pursuant to stock-based awards, net of withholding taxes——564———382——(98,691)———(98,691)—(98,691)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes—————————(59,619)—10—(59,609)(1,614)(61,223)
Purchase of Angi Inc. treasury stock—————————(35,959)———(35,959)—(35,959)
Issuance of Vimeo common stock and creation of noncontrolling interest, net of fees40,785————————258,965———258,965—258,965
Distribution to and purchase of noncontrolling interests(29,769)—————————————(570)(570)
Adjustment of noncontrolling interests to redemption amount777,688————————(777,688)———(777,688)—(777,688)
Recapitalization of IAC upon Vimeo spin-off—883,35815,789(83)(83,358)(6)(5,789)80——————
Spin-off IAC's investment in Vimeo—————————(38)(386,438)38—(386,438)—(386,438)
Elimination of Vimeo's noncontrolling interests(1,002,324)————————1,002,324———1,002,324—1,002,324
Change in the MTCH Separation tax account distribution—————————7,640———7,640—7,640
Other(1,878)————————(242)———(242)410168
Balance at December 31, 2021$18,741$883,922$15,789$——$——$6,265,669$905,151$4,397$—$7,175,226$573,734$7,748,960
Net loss(2,130)—————————(1,170,170)——(1,170,170)(20,155)(1,190,325)
Other comprehensive loss———————————(17,541)—(17,541)(1,235)(18,776)
Stock-based compensation expense—————————70,808———70,80855,891126,699
Issuance of common stock pursuant to stock-based awards, net of withholding taxes——262——————(16,905)———(16,905)—(16,905)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes—————————(12,276)—11—(12,265)3,638(8,627)
Purchase of IAC treasury stock————————————(85,323)(85,323)—(85,323)
Purchase of Angi Inc. treasury stock—————————(8,144)———(8,144)—(8,144)
Distribution to and purchase of noncontrolling interests(1,179)———————————————
Adjustment of noncontrolling interests to redemption amount24,229————————(24,229)———(24,229)—(24,229)
Issuance of Vivian Health preferred shares, net of fees, and the reclassification and creation of noncontrolling interest and subsequent adjustment to liquidation value(11,782)————————17,818———17,81836,88254,700
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary—————————7,580———7,580(7,835)(255)
Other(644)————————(5,241)———(5,241)—(5,241)
Balance at December 31, 2022$27,235$884,184$15,789$——$——$6,295,080$(265,019)$(13,133)$(85,323)$5,931,614$640,920$6,572,534
Years Ended December 31,
202320222021
(In thousands)
Cash flows from operating activities attributable to continuing operations:
Net earnings (loss)$258,317$(1,192,455)$588,985
Less: Earnings (loss) from discontinued operations, net of tax—2,694(1,831)
Net earnings (loss) attributable to continuing operations258,317(1,195,149)590,816
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities attributable to continuing operations:
Amortization of intangibles295,970307,71874,839
Depreciation175,096130,98675,015
Stock-based compensation expense117,181123,47679,487
Non-cash lease expense (including right-of-use asset impairments)101,69570,92235,737
Deferred income taxes88,792(337,758)133,377
Provision for credit losses87,729116,55389,893
Losses (gains) on investments in equity securities and sales of businesses, net19,346(38,956)(44,835)
Goodwill impairment9,000112,753—
Pension and postretirement benefit cost76209,99118,212
Unrealized (gain) loss on investment in MGM Resorts International(721,668)723,515(789,283)
Unrealized (increase) decrease in the estimated fair value of a warrant(2,832)62,495(104,018)
Other adjustments, net(12,315)17,96345,302
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable(37,296)(66,706)(154,887)
Other assets11,2818,9204,185
Operating lease liabilities(74,256)(63,843)(30,995)
Accounts payable and other liabilities(120,259)(247,912)90,265
Income taxes payable and receivable2,884(6,739)(2,506)
Deferred revenue(9,213)(11,020)8,296
Net cash provided by (used in) operating activities attributable to continuing operations189,528(82,791)118,900
Cash flows from investing activities attributable to continuing operations:
Capital expenditures(141,364)(139,753)(90,210)
Net proceeds from sales of assets29,8059,7801,221
Proceeds from maturities of marketable debt securities550,000—225,000
Purchases of marketable debt securities(455,413)(233,928)—
Purchases of investments(103,555)(3,036)(24,290)
Net proceeds from the sales of businesses and investments11,86190,76716,451
Purchases of investment in MGM Resorts International—(244,256)—
Net collections of notes receivable11,29719,497—
Acquisitions, net of cash acquired——(2,699,643)
Cash distribution related to the spin-off of IAC's investment in Vimeo——(333,184)
Other, net9,9026,121(2,848)
Net cash used in investing activities attributable to continuing operations(87,467)(494,808)(2,907,503)
Cash flows from financing activities attributable to continuing operations:
Principal payments on Dotdash Meredith Term Loans(30,000)(30,000)—
Proceeds from the issuance of Dotdash Meredith Term Loans——1,600,000
Principal payments on ANGI Group Term Loan——(220,000)
Debt issuance costs—(785)(23,548)
Proceeds from the exercise of IAC stock options130—1,496
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards(10,587)(18,068)(95,983)
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards(5,994)(8,827)(61,908)
Purchases of IAC treasury stock(165,622)(85,323)—
Purchases of Angi Inc. treasury stock(10,932)(8,144)(35,403)
Proceeds from the issuance of Vivian Health preferred shares, net of fees—34,700—
Purchase of noncontrolling interests—(1,179)(30,339)
Other, net(8)4,975(18,578)
Net cash (used in) provided by financing activities attributable to continuing operations(223,013)(112,651)1,115,737
Total cash used in continuing operations(120,952)(690,250)(1,672,866)
Net cash provided by operating activities attributable to discontinued operations——18,053
Net cash provided by investing activities attributable to discontinued operations——7,602
Net cash provided by financing activities attributable to discontinued operations——293,577
Total cash provided by discontinued operations——319,232
Effect of exchange rate changes on cash and cash equivalents and restricted cash1,124(5,545)(1,612)
Net decrease in cash and cash equivalents and restricted cash(119,828)(695,795)(1,355,246)
Cash and cash equivalents and restricted cash at beginning of period1,426,0692,121,8643,477,110
Cash and cash equivalents and restricted cash at end of period$1,306,241$1,426,069$2,121,864
ContentsView on SEC.gov

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