8-K
IAC Inc. (IAC)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2025
IAC
Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39356 | 84-3727412 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File No.) | Identification No.) |
| 555<br> West 18th Street, New York, NY | 10011 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (212) 314-7300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which<br><br> <br>registered) |
|---|---|---|
| Common Stock, par value $0.0001 | IAC | The Nasdaq Stock Market LLC |
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
|---|
On March 31, 2025, IAC Inc. (“IAC” or the “Company”) completed the previously announced spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share (the “IAC common stock”), and IAC Class B common stock, par value $0.0001 per share (the “IAC Class B common stock” and together with the IAC common stock, “IAC Stock”). The dividend was paid through the distribution of shares of Angi Class A common stock, par value $0.001 per share (the “Angi Class A common stock”) on March 31, 2025 to the holders of record of IAC Stock as of the close of business on March 25, 2025 (the “Record Date”), on a pro rata basis. For each share of IAC Stock held by IAC stockholders as of the Record Date, 0.5251 shares of Angi Class A common stock were distributed. No fractional shares of Angi Class A common stock were distributed. Instead, IAC stockholders will receive a cash payment in lieu of any fractional share of Angi Class A common stock that they otherwise would have received.
As a result of the Distribution, IAC no longer owns any shares of Angi capital stock and Angi became an independent public company.
A copy of a joint press release issued by IAC and Angi on April 1, 2025 announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors;<br>Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On March 31, 2025, effective upon the completion of the Distribution and pursuant to the employment transition agreement previously filed by the Company on January 13, 2025 with the Securities Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated January 13, 2025, Joseph Levin ceased to serve as Chief Executive Officer of the Company and as a member of the board of directors of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (b) | Pro forma financial information. |
| --- | --- |
Unaudited pro forma financial information of the Company to give effect to the Distribution is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 99.1 | Press Release, dated as of April 1, 2025 |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of IAC Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IAC INC. | |
|---|---|
| By: | /s/ Kendall Handler |
| Name: | Kendall Handler |
| Title: | Executive Vice President, Chief Legal Officer & Secretary |
Date: April 1, 2025
Exhibit 99.1
IAC COMPLETES SPIN-OFF OF ANGI, NOW AN INDEPENDENTCOMPANY
NEW YORK and DENVER, April 1, 2025 — IAC (NASDAQ: IAC) and Angi (NASDAQ: ANGI), a leading platform for home services, announced today the successful completion of the spin-off of IAC’s full ownership stake in Angi. As a result of the spin-off, IAC’s former interest in Angi is now held directly by IAC’s shareholders, and Angi is an independent, publicly traded company.
Today also marks Joey Levin’s transition from IAC CEO. Effective on the spin-off, Mr. Levin became Executive Chairman of Angi, where, as senior executive, he will work in partnership with Angi CEO Jeff Kip and the Angi senior management team to accomplish the company’s strategic objectives. Mr. Levin will remain an advisor to IAC.
“Like many before it, Angi is off to pursue its own ambitions and likewise, IAC renews our focus on what’s next. Opportunity abounds,” said Barry Diller, Chairman and Senior Executive of IAC.
IAC and Angi are today distinct and separate companies positioned for growth and prepared to build for the future, with Angi becoming the 10^th^ fully independent company borne from IAC’s unique 30-year history of value creation. The transaction eliminates Angi’s dual class voting structure, with IAC converting all of its high vote shares to low vote shares prior to the distribution to shareholders. As an independent company, Angi is expected to benefit from a more attractive equity currency to accelerate growth, whether through M&A, capital formation or talent acquisition, and undiluted focus on its strategic priorities. A simplified IAC will continue to focus on the growth of its existing businesses and investments–including Dotdash Meredith and its stake in MGM–as well as new growth opportunities.
“The team at Angi has worked very hard to earn the right to stand on its own as an independent public company and we are proud of this accomplishment," said Jeff Kip, CEO, Angi. “Over the last two and a half years, we have significantly improved our customer experience and driven increased profitability and cash flow while focusing on the right things to capture the long-term opportunity ahead. With a healthy balance sheet, we are intensely focused on our mission of Jobs Done Well and delivering on our strategy to return to revenue growth in 2026.”
IAC and Angi also each affirmed full year guidance for 2025.
Transaction Details
On March 7, 2025, IAC’s board of directors approved the planned spin-off of Angi Inc. and declared a special dividend (the “Distribution”) of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share (the “IAC common stock”), and IAC Class B common stock, par value $0.0001 per share (the “IAC Class B common stock” and together with the IAC common stock, “IAC Stock”).
The dividend was paid March 31, 2025, through the distribution of shares of Angi Class A common stock, par value $0.001 per share (the “Angi Class A common stock”), to the holders of record of IAC Stock as of the close of business on March 25, 2025 (the “Record Date”), on a pro rata basis. IAC no longer owns any shares of Angi capital stock.
Based on the number of shares of IAC Stock issued and outstanding and the number of shares of Angi capital stock owned by IAC as of the Record Date and adjusted for the reverse stock split of the Angi Class A common stock that occurred on March 24, 2025, approximately 0.5251 shares of Angi Class A common stock have been distributed in respect of each share of IAC Stock held by IAC stockholders as of the Record Date.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the reorganization of IAC’s leadership, IAC’s ability to successfully manage its planned leadership transitions, the completion of the spin-off of IAC’s ownership in Angi and its anticipated benefits, business prospects and strategy of IAC and Angi, the future financial performance of IAC and its businesses, the future financial performance of Angi as an independent organization, anticipated trends and prospects in the industries in which IAC’s or Angi’s businesses operate and other similar matters. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) IAC’s ability to market its products and services in a successful and cost-effective manner, (ii) the display prominence of links to websites offering IAC products and services in search results, (iii) changes in IAC’s relationship with (or policies implemented by) Google, (iv) IAC’s ability to compete with generative artificial intelligence technology and the related disruption to marketing technologies, (v) the failure or delay of the markets and industries in which IAC’s businesses operate to migrate online and the continued growth and acceptance of online products and services as effective alternatives to traditional products and services, (vi) IAC’s continued ability to develop and monetize versions of its products and services for mobile and other digital devices, (vii) unstable market and economic conditions (particularly those that adversely impact advertising spending levels and consumer confidence and spending behavior), either generally and/or in any of the markets in which IAC’s businesses operate, as well as geopolitical conflicts, (viii) the ability of IAC’s Digital business to successfully expand the digital reach of its portfolio of publishing brands, (ix) IAC’s continued ability to market, distribute and monetize its products and services through search engines, digital app stores, advertising networks and social media platforms, (x) risks related to IAC’s Print business (declining revenue, increased paper and postage costs, reliance on a single supplier to print its magazines and potential increases in pension plan obligations), (xi) IAC’s ability to establish and maintain relationships with quality and trustworthy professionals and caregivers, (xii) the ability of Angi to expand its pre-priced offerings, while balancing the overall mix of service requests and directory services on Angi platforms, (xiii) the ability of Angi to continue to generate leads for professionals given changing requirements applicable to certain communications with consumers, (xiv) IAC’s ability to access, collect, use and protect the personal data of its users and subscribers, (xv) IAC’s ability to engage directly with users, subscribers, consumers, professionals and caregivers on a timely basis, (xvi) the ability of IAC’s Chairman and Senior Executive and certain members of his family to exercise significant influence over the composition of the IAC board of directors, matters subject to stockholder approval and IAC’s operations, (xvii) risks related to IAC’s liquidity and indebtedness (the impact of IAC’s indebtedness on IAC’s ability to operate its business, IAC’s ability to generate sufficient cash to service its indebtedness and interest rate risk), (xviii) IAC’s inability to freely access the cash of Dotdash Meredith and its subsidiaries, (xix) dilution with respect to investments in either IAC or Angi, (xx) IAC’s ability to compete, (xxi) IAC’s ability to build, maintain and/or enhance its various brands, (xxii) IAC’s ability to protect its systems, technology and infrastructure from cyberattacks (including cyberattacks experienced by third parties with whom IAC does business), (xxiii) the occurrence of data security breaches and/or fraud, (xxiv) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xxv) the integrity, quality, efficiency and scalability of IAC’s systems, technology and infrastructure (and those of third parties with whom IAC does business), (xxvi) changes in key personnel and risks related to leadership transitions and (xxvii) risks related to the spin-off of IAC’s ownership in Angi. Certain of these and other risks and uncertainties are described in IAC’s and Angi’s respective filings with the Securities and Exchange Commission (the “SEC”), including the most recent Annual Reports on Form 10-K filed by IAC and Angi with the SEC on February 28, 2025, and subsequent reports that IAC or Angi files with the SEC. Other unknown or unpredictable factors that could also adversely affect IAC or Angi's business, financial condition and results of operations may arise from time to time. It is not possible for management to predict all risks, nor can IAC assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements IAC may make. Except as required by law, IAC undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing IAC’s views as of any date subsequent to the date of this press release.
About IAC
IAC (NASDAQ: IAC) builds companies. We are guided by curiosity, a questioning of the status quo, and a desire to invent or acquire new products and brands. From the single seed that started as IAC 30 years ago have emerged 10 independent, publicly-traded companies and generations of exceptional leaders. We will always evolve, but our basic principles of financially-disciplined opportunism will never change. IAC is today comprised of category-leading businesses Dotdash Meredith (DDM) and Care.com among others and holds strategic equity positions in businesses across several industries, including MGM Resorts International and Turo Inc. IAC is headquartered in New York City with business locations worldwide.
About Angi Inc.
Angi (NASDAQ: ANGI) helps homeowners get home projects done well and helps home professionals grow their business. We started in 1995 with a simple goal to help people find skilled home pros in their area. Now more than 25 years later, we've evolved to help people with everything from finding, booking and hiring a skilled pro, to researching costs, finding inspiration and discovering project possibilities. With an extensive nationwide network of skilled home pros, Angi has helped more than 150 million people maintain, repair, renovate and improve their homes and has helped hundreds of thousands of small local businesses grow.
Contact Us
IAC/Angi Inc. Investor Relations
Mark Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7251
Angi Inc. Corporate Communications
Emily Do
(303) 963-8352
IAC
555 West 18th Street, New York, NY 10011 (212) 314-7300 http://iac.com
Angi Inc.
3601 Walnut Street, Denver, CO 80205 (303) 963-7200 http://www.angi.com
Exhibit 99.2
IAC INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
On March 31, 2025, IAC Inc. ("IAC") completed the spin-off of its full stake in Angi Inc. ("Angi") to IAC shareholders through a dividend to the holders of its common stock and Class B common stock of all of the common stock of Angi owned by IAC (the “Distribution”). Immediately following the Distribution, IAC no longer holds any shares of Angi’s capital stock.
The following unaudited pro forma condensed consolidated financial statements of IAC give effect to the Distribution in accordance with Article 11 of the Securities and Exchange Commission’s Regulation X. As a result of the Distribution, the operations of Angi will be accounted for as a discontinued operation by IAC in accordance with ASC 205, “Presentation of Financial Statements” (“ASC 205”).
For purposes of these unaudited pro forma condensed consolidated financial statements, the Distribution is assumed to have occurred as of December 31, 2024 with respect to the unaudited pro forma condensed consolidated balance sheet and January 1, 2024 with respect to the unaudited pro forma condensed consolidated statements of operations. The pro forma condensed consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 reflect IAC on a continuing operations basis excluding Angi.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 has been derived from:
· the audited historical consolidated balance sheet of IAC as of December 31, 2024; and
· the audited historical consolidated balance sheet of Angi as of December 31, 2024.
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 have been derived from:
· the audited historical consolidated statements of operations of IAC for the years ended December 31, 2024, 2023 and 2022; and
· the audited historical consolidated statements of operations of Angi for the years ended December 31, 2024, 2023 and 2022.
The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the financial position had the Distribution occurred on December 31, 2024 or the operating results that would have been achieved had the Distribution occurred on January 1, 2024, nor is it indicative of future financial position or operating results.
1
IAC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDBALANCE SHEET
AS OF DECEMBER 31, 2024
(In thousands, except par value amounts)
| Angi Historical<br> Consolidated (1) | Adjustments Related to<br> <br>the<br> <br>Distribution | Notes | Total IAC<br> Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||||
| Cash and cash equivalents | 1,798,170 | $ | (416,434 | ) | $ | — | $ | 1,381,736 | ||||
| Accounts receivable, net | 519,690 | (36,670 | ) | — | 483,020 | |||||||
| Other current assets | 167,175 | (41,981 | ) | — | 125,194 | |||||||
| Total current assets | 2,485,035 | (495,085 | ) | — | 1,989,950 | |||||||
| Buildings, land, capitalized software, equipment and leasehold improvements, net | 392,761 | (79,564 | ) | — | 313,197 | |||||||
| Goodwill | 2,877,078 | (883,440 | ) | — | 1,993,638 | |||||||
| Intangible assets, net of accumulated amortization | 722,135 | (167,662 | ) | — | 554,473 | |||||||
| Investment in MGM Resorts International | 2,242,672 | — | — | 2,242,672 | ||||||||
| Long-term investments | 438,534 | — | — | 438,534 | ||||||||
| Other non-current assets | 388,945 | (204,984 | ) | — | 183,961 | |||||||
| TOTAL ASSETS | 9,547,160 | $ | (1,830,735 | ) | $ | — | $ | 7,716,425 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| LIABILITIES: | ||||||||||||
| Current portion of long-term debt | 35,000 | $ | — | $ | — | $ | 35,000 | |||||
| Accounts payable, trade | 71,991 | (18,319 | ) | — | 53,672 | |||||||
| Deferred revenue | 98,568 | (42,008 | ) | — | 56,560 | |||||||
| Accrued expenses and other current liabilities | 680,633 | (171,351 | ) | — | 509,282 | |||||||
| Total current liabilities | 886,192 | (231,678 | ) | — | 654,514 | |||||||
| Long-term debt, net | 1,931,847 | (496,840 | ) | — | 1,435,007 | |||||||
| Deferred income taxes | 13,867 | (1,500 | ) | (9,849 | ) | 5 | 2,518 | |||||
| Other long-term liabilities | 410,866 | (37,916 | ) | — | 372,950 | |||||||
| Redeemable noncontrolling interest | 25,415 | — | — | 25,415 | ||||||||
| Commitments and contingencies | ||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||
| Common Stock, .0001 par value | 8 | — | — | 8 | ||||||||
| Class B common stock .0001 par value | 1 | — | — | 1 | ||||||||
| Additional paid-in capital | 6,380,700 | (1,260,311 | ) | 677,210 | 2 | 5,807,448 | ||||||
| — | 9,849 | 5 | ||||||||||
| Accumulated deficit | (538,974 | ) | 195,015 | — | (343,959 | ) | ||||||
| Accumulated other comprehensive loss | (11,396 | ) | 2,495 | — | (8,901 | ) | ||||||
| Treasury stock | (252,441 | ) | — | — | (252,441 | ) | ||||||
| Total IAC shareholders' equity | 5,577,898 | (1,062,801 | ) | 687,059 | 5,202,156 | |||||||
| Noncontrolling interests | 701,075 | — | (677,210 | ) | 2 | 23,865 | ||||||
| Total shareholders' equity | 6,278,973 | (1,062,801 | ) | 9,849 | 5,226,021 | |||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 9,547,160 | $ | (1,830,735 | ) | $ | — | $ | 7,716,425 |
All values are in US Dollars.
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
2
IAC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDSTATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In thousands, exceptper share data)
| IAC<br> Historical<br><br> Consolidated | Angi<br> Historical<br><br> Consolidated<br> (1) | Adjustments<br> Related<br> to<br> the<br> Distribution | Notes | Total IAC <br> Pro<br> Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 3,807,233 | $ | (1,185,112 | ) | $ | — | $ | 2,622,121 | ||||
| Operating costs and expenses: | |||||||||||||
| Cost of revenue (exclusive of depreciation shown separately<br> below) | 1,059,990 | (57,578 | ) | — | 1,002,412 | ||||||||
| Selling and marketing expense | 1,338,732 | (601,638 | ) | 1,131 | 3 | 738,225 | |||||||
| General and administrative expense | 817,658 | (319,999 | ) | 1,432 | 3 | 499,091 | |||||||
| Product development expense | 323,687 | (95,360 | ) | — | 228,327 | ||||||||
| Depreciation | 126,890 | (86,052 | ) | — | 40,838 | ||||||||
| Amortization of intangibles | 144,506 | (2,600 | ) | — | 141,906 | ||||||||
| Total operating costs and expenses | 3,811,463 | (1,163,227 | ) | 2,563 | 2,650,799 | ||||||||
| Operating loss | (4,230 | ) | (21,885 | ) | (2,563 | ) | (28,678 | ) | |||||
| Interest expense | (155,888 | ) | 20,169 | — | (135,719 | ) | |||||||
| Unrealized loss on investment in MGM Resorts International | (649,178 | ) | — | — | (649,178 | ) | |||||||
| Other income, net | 116,897 | (18,361 | ) | — | 98,536 | ||||||||
| Loss from continuing operations before income taxes | (692,399 | ) | (20,077 | ) | (2,563 | ) | (715,039 | ) | |||||
| Income tax benefit | 159,069 | (16,771 | ) | (427 | ) | 6 | 141,871 | ||||||
| Net loss from continuing operations | (533,330 | ) | (36,848 | ) | (2,990 | ) | (573,168 | ) | |||||
| Net earnings attributable to noncontrolling interests | (6,567 | ) | 844 | 5,374 | 2 | (349 | ) | ||||||
| Net loss from continuing operations attributable<br> to IAC shareholders | $ | (539,897 | ) | $ | (36,004 | ) | $ | 2,384 | $ | (573,517 | ) | ||
| Per share information from continuing operations | |||||||||||||
| Basic loss per share | $ | (6.49 | ) | $ | (6.90 | ) | |||||||
| Diluted loss per share | $ | (6.49 | ) | $ | (6.90 | ) | |||||||
| Weighted average IAC Common Stock and Class B common stock<br> shares outstanding | |||||||||||||
| Basic | 83,130 | 83,130 | |||||||||||
| Diluted | 83,130 | 83,130 |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
IAC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDSTATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In thousands, exceptper share data)
| IAC<br> Historical<br><br> Consolidated | Angi<br> Historical<br><br> Consolidated<br> (1) | Adjustments<br> Related<br> to<br> the<br> Distribution | Notes | Total IAC <br> Pro<br> Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 4,365,235 | $ | (1,445,837 | ) | $ | 4 | 3 | $ | 2,919,402 | |||
| Operating costs and expenses: | |||||||||||||
| Cost of revenue (exclusive of depreciation shown separately<br> below) | 1,343,254 | (124,023 | ) | — | 1,219,231 | ||||||||
| Selling and marketing expense | 1,576,229 | (779,404 | ) | 6,498 | 3 | 803,323 | |||||||
| General and administrative expense | 891,958 | (373,905 | ) | 680 | 3 | 518,733 | |||||||
| Product development expense | 334,491 | (96,543 | ) | — | 237,948 | ||||||||
| Depreciation | 175,096 | (94,159 | ) | — | 80,937 | ||||||||
| Amortization of intangibles | 295,970 | (7,958 | ) | — | 288,012 | ||||||||
| Goodwill impairment | 9,000 | — | — | 9,000 | |||||||||
| Total operating costs and expenses | 4,625,998 | (1,475,992 | ) | 7,178 | 3,157,184 | ||||||||
| Operating loss | (260,763 | ) | 30,155 | (7,174 | ) | (237,782 | ) | ||||||
| Interest expense | (157,632 | ) | 20,137 | — | (137,495 | ) | |||||||
| Unrealized gain on investment in MGM Resorts International | 721,668 | — | — | 721,668 | |||||||||
| Other income, net | 63,862 | (17,223 | ) | — | 46,639 | ||||||||
| Earnings from continuing operations before income taxes | 367,135 | 33,069 | (7,174 | ) | 393,030 | ||||||||
| Income tax provision | (108,818 | ) | 7,242 | 3,415 | 6 | (98,161 | ) | ||||||
| Net earnings from continuing operations | 258,317 | 40,311 | (3,759 | ) | 294,869 | ||||||||
| Net loss attributable to noncontrolling interests | 7,625 | 629 | (6,565 | ) | 2 | 1,689 | |||||||
| Net earnings from continuing operations attributable<br> to IAC shareholders | $ | 265,942 | $ | 40,940 | $ | (10,324 | ) | $ | 296,558 | ||||
| Per share information from continuing operations | |||||||||||||
| Basic earnings per share | $ | 3.07 | $ | 3.43 | |||||||||
| Diluted earnings per share | $ | 2.97 | $ | 3.29 | |||||||||
| Weighted average IAC Common Stock and Class B common stock<br> shares outstanding | |||||||||||||
| Basic | 83,569 | 83,569 | |||||||||||
| Diluted | 86,464 | 87,040 |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
IAC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATEDSTATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2022
(In thousands, exceptper share data)
| IAC<br> Historical<br><br> Consolidated | Angi<br> Historical<br><br> Consolidated<br> (1) | Adjustments<br> Related<br> to<br> the<br> Distribution | Notes | Total IAC <br> Pro<br> Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 5,235,280 | $ | (1,891,524 | ) | $ | 65 | 3 | $ | 3,343,821 | |||
| Operating costs and expenses: | |||||||||||||
| Cost of revenue (exclusive of depreciation shown separately<br> below) | 1,933,705 | (438,060 | ) | — | 1,495,645 | ||||||||
| Selling and marketing expense | 1,914,878 | (913,022 | ) | 6,304 | 3 | 1,008,160 | |||||||
| General and administrative expense | 991,983 | (474,210 | ) | 431 | 3 | 518,204 | |||||||
| Product development expense | 318,028 | (73,821 | ) | — | 244,207 | ||||||||
| Depreciation | 130,986 | (78,270 | ) | — | 52,716 | ||||||||
| Amortization of intangibles | 307,718 | (14,441 | ) | — | 293,277 | ||||||||
| Goodwill impairment | 112,753 | (26,005 | ) | — | 86,748 | ||||||||
| Total operating costs and expenses | 5,710,051 | (2,017,829 | ) | 6,735 | 3,698,957 | ||||||||
| Operating loss | (474,771 | ) | 126,305 | (6,670 | ) | (355,136 | ) | ||||||
| Interest expense | (110,165 | ) | 20,107 | — | (90,058 | ) | |||||||
| Unrealized loss on investment in MGM Resorts International | (723,515 | ) | — | — | (723,515 | ) | |||||||
| Other expense, net | (217,785 | ) | (1,178 | ) | — | (218,963 | ) | ||||||
| Loss from continuing operations before income taxes | (1,526,236 | ) | 145,234 | (6,670 | ) | (1,387,672 | ) | ||||||
| Income tax benefit | 331,087 | (17,252 | ) | (2,571 | ) | 6 | 311,264 | ||||||
| Net loss from continuing operations | (1,195,149 | ) | 127,982 | $ | (9,241 | ) | (1,076,408 | ) | |||||
| Net loss attributable to noncontrolling interests | 22,285 | 468 | (20,065 | ) | 2 | 2,688 | |||||||
| Net loss from continuing operations attributable<br> to IAC shareholders | $ | (1,172,864 | ) | $ | 128,450 | $ | (29,306 | ) | $ | (1,073,720 | ) | ||
| Per share information from continuing operations | |||||||||||||
| Basic loss per share | $ | (13.58 | ) | $ | (12.43 | ) | |||||||
| Diluted loss per share | $ | (13.58 | ) | $ | (12.43 | ) | |||||||
| Weighted average IAC Common Stock and Class B common stock<br> shares outstanding | |||||||||||||
| Basic | 86,350 | 86,350 | |||||||||||
| Diluted | 86,350 | 86,350 |
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
5
IAC INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Adjustments Related to the Distribution
(1) This adjustment removes Angi’s historical balances, including Total Home Roofing, LLC (“Roofing”), from IAC’s consolidated balances in accordance with ASC 205. On November 1, 2023, Angi completed the sale of Roofing, and reflected it as a discontinued operation in its standalone financial statements. Roofing did not meet the threshold to be reflected as a discontinued operation at the IAC level, therefore, IAC moved Roofing to Emerging & Other. The Distribution will result in Angi, including Roofing, being presented as a discontinued operation by IAC in accordance with ASC 205.
(2) Reflects the elimination of Angi’s noncontrolling interest and earnings allocated to Angi’s noncontrolling interest included in the historical consolidated financial statements of IAC.
(3) Reflects the reinstatement of transactions between IAC and Angi that were historically eliminated in consolidation. These transactions relate to (i) intercompany sales, (ii) selling and marketing activities, and (iii) general and administrative expenses between IAC and its subsidiaries and Angi and its subsidiaries.
(4) In connection with the Distribution, IAC equity awards will be modified in a manner to preserve their value. IAC equity awards will not be split between IAC and Angi. Each stock option to purchase shares of IAC common stock and each restricted stock unit (“RSU”) granted pursuant to IAC stock-based awards will have their exercise prices and share prices, respectively, and the number of shares subject to each stock option and RSU adjusted after giving effect to (1) the value of IAC common stock prior to the Distribution and (2) the value of IAC common stock after giving effect to the Distribution. For purposes of the pro forma condensed consolidated financial statements, no incremental stock-based compensation expense has been recorded.
(5) Reflects the estimated allocation of consolidated tax attributes resulting from the Distribution. The final allocation of tax attributes between IAC and Angi will not be completed until the fourth quarter of 2026 after the income tax returns for the year ending December 31, 2025 are completed and filed. A portion of the tax attributes allocated to Angi will be payable to IAC upon realization by Angi. No adjustment has been made to reflect the portion payable to IAC by Angi as that amount will be treated as a gain contingency at the IAC level.
(6) Reflects adjustments to present the income tax benefit (provision) of IAC on a continuing operations basis after the removal of Angi’s historical balances.
6
IAC INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Loss) earnings per share:
(7) Pro forma (loss) earnings per share is calculated as follows:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IAC Historical<br> Consolidated | IAC Pro <br> Forma | IAC Historical<br> Consolidated | IAC <br> Pro Forma | IAC Historical<br> Consolidated | IAC <br> Pro Forma | |||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
| Basic EPS: | ||||||||||||||||||
| Numerator: | ||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | (533,330 | ) | $ | (573,168 | ) | $ | 258,317 | $ | 294,869 | $ | (1,195,149 | ) | $ | (1,076,408 | ) | ||
| Net (earnings) loss attributable to noncontrolling interests of continuing operations | (6,567 | ) | (349 | ) | 7,625 | 1,689 | 22,285 | 2,688 | ||||||||||
| Net earnings attributed to unvested participating security | — | — | (9,216 | ) | (10,277 | ) | — | — | ||||||||||
| Net (loss) earnings from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | (539,897 | ) | $ | (573,517 | ) | $ | 256,726 | $ | 286,281 | $ | (1,172,864 | ) | $ | (1,073,720 | ) | ||
| Denominator: | ||||||||||||||||||
| Weighted average basic shares outstanding^(a)^ | 83,130 | 83,130 | 83,569 | 83,569 | 86,350 | 86,350 | ||||||||||||
| (Loss) earnings per share: | ||||||||||||||||||
| (Loss) earnings per share from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | (6.49 | ) | $ | (6.90 | ) | $ | 3.07 | $ | 3.43 | $ | (13.58 | ) | $ | (12.43 | ) |
7
IAC INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IAC Historical<br> Consolidated | IAC<br><br> Pro Forma | IAC Historical<br> Consolidated | IAC <br> Pro Forma | IAC Historical<br> Consolidated | IAC <br> Pro Forma | |||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
| Diluted EPS: | ||||||||||||||||||
| Numerator: | ||||||||||||||||||
| Net (loss) earnings from continuing operations | $ | (533,330 | ) | $ | (573,168 | ) | $ | 258,317 | $ | 294,869 | $ | (1,195,149 | ) | $ | (1,076,408 | ) | ||
| Net (earnings) loss attributable to noncontrolling interests of continuing operations | (6,567 | ) | (349 | ) | 7,625 | 1,689 | 22,285 | 2,688 | ||||||||||
| Net earnings attributed to unvested participating security | — | — | (8,918 | ) | (9,881 | ) | — | — | ||||||||||
| Net (loss) earnings from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | (539,897 | ) | $ | (573,517 | ) | $ | 257,024 | $ | 286,677 | $ | (1,172,864 | ) | $ | (1,073,720 | ) | ||
| Denominator: | ||||||||||||||||||
| Weighted average basic IAC Common and Class B common stock outstanding^(a)^ | 83,130 | 83,130 | 83,569 | 83,569 | 86,350 | 86,350 | ||||||||||||
| Dilutive securities^(b)(c)(d)^ | — | — | 2,895 | 3,471 | — | — | ||||||||||||
| Denominator for earnings per share-weighted average shares^(b)(c)(d)^ | 83,130 | 83,130 | 86,464 | 87,040 | 86,350 | 86,350 | ||||||||||||
| (Loss) earnings per share: | ||||||||||||||||||
| (Loss) earnings per share from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | (6.49 | ) | $ | (6.90 | ) | $ | 2.97 | $ | 3.29 | $ | (13.58 | ) | $ | (12.43 | ) | ||
| (a) | On November 5, 2020, IAC's CEO was granted a stock-based<br> award in the form of 3.0 million shares of restricted common stock. On January 13, 2025,<br> the restricted stock award was forfeited by Mr. Levin pursuant to the Employment Transition<br> Agreement. For all periods presented, the Company calculated EPS using the two-class method<br> since those restricted shares were unvested and had a non-forfeitable dividend right in the<br> event the Company declared a cash dividend on its common shares and would have participated<br> in all other distributions of the Company in the same manner as all other IAC common shares.<br> While the restricted shares are presented as outstanding shares in the balance sheet, these<br> shares are excluded from the weighted average shares outstanding in calculating basic EPS<br> and the allocable portion of net earnings are also excluded. Fully diluted EPS reflects the<br> impact on earnings and fully diluted shares in the manner that is most dilutive. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (b) | In connection with the Distribution, IAC equity awards will<br> be modified in a manner to preserve their value. Each stock option to purchase shares of<br> IAC common stock and each RSU granted pursuant to IAC stock-based awards will have their<br> exercise prices and share prices, respectively, and the number of shares subject to each<br> stock option and RSU adjusted after giving effect to (1) the value of IAC common stock<br> prior to the Distribution and (2) the value of IAC common stock and the value of Angi<br> common stock after giving effect to the Distribution. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (c) | For the years ended December 31, 2024 and 2022, the Company<br> had a loss from continuing operations and as a result 8.5 million and 7.9 million, respectively,<br> of potentially dilutive securities on a historical consolidated basis and 9.3 million<br> and 8.9 million, respectively, of potentially dilutive securities on a pro forma basis were<br> excluded from the calculation of diluted EPS for each of those periods because the impact<br> would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding<br> were used to compute the EPS amounts for the years ended December 31, 2024 and 2022. | |||||||||||||||||
| --- | --- |
8
IAC INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
| (d) | If the effect is dilutive, weighted average common shares outstanding<br> include the incremental shares that would be issued upon the assumed exercise of stock options<br> and subsidiary denominated equity and vesting of restricted common stock, RSUs and market-based<br> awards. For the year ended December 31, 2023, 3.6 million of potentially dilutive securities<br> on a historical consolidated basis and 3.7 million of potentially dilutive securities<br> on a pro forma basis were excluded from the calculation of diluted EPS because their inclusion<br> would have been anti-dilutive. |
|---|
9