XML 24 R11.htm IDEA: XBRL DOCUMENT v3.23.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Marketable Securities
At June 30, 2023 and December 31, 2022, the fair value of marketable securities are as follows:
June 30, 2023December 31, 2022
(In thousands)
Marketable equity securities$4,429 $4,317 
Available-for-sale marketable debt securities111,130 235,056 
     Total marketable securities$115,559 $239,373 
At June 30, 2023, the Company has two investments in marketable equity securities, other than the investment in MGM Resorts International ("MGM"). These marketable equity securities are carried at fair value. The Company recorded net unrealized pre-tax gains of $1.3 million and $0.1 million during the three and six months ended June 30, 2023 for these investments, respectively. The Company recorded a net unrealized pre-tax loss of $28.7 million and a net unrealized pre-tax gain of $5.7 million during the three and six months ended June 30, 2022 for these investments, respectively. The unrealized pre-tax gains and losses related to these investments are included in "Other income (expense), net" in the statement of operations.
At June 30, 2023 and December 31, 2022, current available-for-sale marketable debt securities are as follows:
June 30, 2023December 31, 2022
Amortized costGross Unrealized GainsGross Unrealized LossesFair ValueAmortized costGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Treasury discount notes$111,109 $23 $(2)$111,130 $234,987 $75 $(6)$235,056 
Total available-for-sale marketable debt securities$111,109 $23 $(2)$111,130 $234,987 $75 $(6)$235,056 
The contractual maturities of debt securities classified as current available-for-sale at June 30, 2023 and December 31, 2022 were within one year. There were no investments in available-for-sale marketable debt securities that had been in a continuous unrealized loss position for longer than twelve months at June 30, 2023 and December 31, 2022.
Investment in MGM Resorts International
 June 30, 2023December 31, 2022
 (In thousands)
Investment in MGM Resorts International$2,842,661 $2,170,182 
At June 30, 2023, the Company owns 64.7 million shares of MGM, including 4.5 million shares purchased in the first quarter of 2022 for $202.5 million, representing a 18.3% ownership. 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 that last trading day in the reporting period and any unrealized pre-tax gains or losses are included in the statement of operations. For the three and six months ended June 30, 2023, the Company recognized an unrealized pre-tax loss and gain of $32.4 million and $672.5 million on its investment in MGM, respectively. For the three and six months ended June 30, 2022, the Company recorded unrealized pre-tax losses on its investment in MGM of $825.3 million and $1.0 billion, respectively. The cumulative unrealized pre-tax gain at June 30, 2023 is $1.6 billion. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million. At August 4, 2023, the fair value of the Company's investment in MGM was $2.9 billion.
Long-term Investments
Long-term investments consist of:
June 30, 2023December 31, 2022
(In thousands)
Equity securities without readily determinable fair values$426,938 $323,530 
Equity method investment4,839 2,191 
Total long-term investments$431,777 $325,721 
In April 2023, the Company purchased additional preferred shares of Turo Inc. ("Turo"), a peer-to-peer car sharing marketplace, for $103.6 million.
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 June 30, 2023 and 2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(In thousands)
Upward adjustments (gross unrealized pre-tax gains)$2,227 $— $2,227 $— 
Downward adjustments including impairments (gross unrealized pre-tax losses)(373)(22,376)(1,195)(22,376)
Total$1,854 $(22,376)$1,032 $(22,376)
The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at June 30, 2023 were $37.8 million and $104.0 million, respectively.
Realized and unrealized pre-tax gains and losses for the Company's investments without readily determinable fair values for the three and six months ended June 30, 2023 and 2022 are as follows:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(In thousands)
Realized pre-tax gains (losses), net, for equity securities sold$993 $(6)$1,000 $462 
Unrealized pre-tax gains (losses), net, on equity securities held1,854 (22,376)1,032 (22,376)
Total pre-tax gains (losses), net recognized$2,847 $(22,382)$2,032 $(21,914)
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. This investment in Turo's common shares is accounted for under the equity method of accounting given the Company's ownership interest at June 30, 2023 of approximately 29.9% on a fully diluted basis in the form of preferred shares, which are not common stock equivalents and are accounted for as an equity security without readily determinable fair value. The Company accounts for the equity earnings (losses) for this investment on a one quarter lag. These equity earnings (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:
 June 30, 2023
 Quoted Market
Prices for
Identical Assets in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Fair Value
Measurements
 (In thousands)
Assets:
Cash equivalents:
Money market funds$1,000,932 $— $— $1,000,932 
Treasury discount notes— 24,871 — 24,871 
Time deposits— 17,964 — 17,964 
Marketable securities:
Marketable equity securities4,429 — — 4,429 
Treasury discount notes— 111,130 — 111,130 
Investment in MGM 2,842,661 — — 2,842,661 
Other non-current assets:
Warrant— — 39,068 39,068 
Interest rate swaps(a)
— 4,389 — 4,389 
Total$3,848,022 $158,354 $39,068 $4,045,444 
_____________________
(a)    Interest rate swaps relate to the $350 million notional amount of Dotdash Meredith's Term Loan B and are included in "Other non-current assets" in the balance sheet. See "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 4—Long-term Debt" for additional information. The fair value of interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which are Level 2 inputs.
 December 31, 2022
 Quoted Market
Prices for
Identical Assets in Active Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Fair Value
Measurements
 (In thousands)
Assets: 
Cash equivalents: 
Money market funds$862,829 $— $— $862,829 
Treasury discount notes— 137,219 — 137,219 
Time deposits— 16,018 — 16,018 
Marketable securities:
Marketable equity securities4,317 — — 4,317 
Treasury discount notes— 235,056 — 235,056 
Investment in MGM2,170,182 — — 2,170,182 
Other non-current assets:
Warrant— — 46,799 46,799 
Total$3,037,328 $388,293 $46,799 $3,472,420 
The following table presents 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 June 30,
 20232022
WarrantWarrant
 (In thousands)
Balance at April 1$52,739 $117,279 
Total net (losses) gains:
Fair value adjustments included in earnings(13,671)4,866 
Balance at June 30$39,068 $122,145 
 Six months ended June 30,
 20232022
WarrantWarrantContingent
Consideration
Arrangements
 (In thousands)
Balance at January 1$46,799 $109,294 $(612)
Total net (losses) gains:
Fair value adjustments included in earnings(7,731)12,851 612 
Balance at June 30$39,068 $122,145 $— 
Warrant
As part of the Company's original 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 June 30, 2023, the Company has no contingent consideration arrangements outstanding. In connection with the Meredith acquisition on December 1, 2021, the Company assumed a contingent consideration arrangement liability of $0.6 million, which was written off during the first quarter of 2022 due to a change in estimate of the liability related to this arrangement.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, equipment, buildings and leasehold improvements, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
During the first quarter of 2023, Dotdash Meredith recorded impairment charges related to certain unoccupied leased office space due to the continued decline in the commercial real estate market; a $44.7 million impairment of an ROU asset and a $25.3 million impairment of leasehold improvements, furniture and equipment, which are included in "General and administrative expense" and "Depreciation," respectively, in the statement of operations. The impairment charges represent the amount by which the carrying value of the asset group exceeded its estimated fair value, calculated using a discounted cash flow approach using sublease market assumptions of the expected cash flows and discount rate. The impairment charges were allocated between the ROU assets and related leasehold improvements, furniture and equipment of the asset group based on their relative carrying values.
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 $153.6 million of goodwill at Mosaic Group. There is one indefinite-lived intangible asset at Dotdash Meredith Digital with a value of approximately $126.0 million for which the excess of fair value over carrying value is less than 20%.
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:
 June 30, 2023December 31, 2022
 Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
 (In thousands)
Current portion of long-term debt$(30,000)$(27,769)$(30,000)$(26,700)
Long-term debt, net(a)
$(2,006,456)$(1,803,172)$(2,019,759)$(1,708,413)
_____________________
(a)    At June 30, 2023 and December 31, 2022, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $18.5 million and $20.2 million, respectively.
At June 30, 2023 and December 31, 2022, 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.