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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Angi Inc | NASDAQ:ANGI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.02 | 0.99% | 2.05 | 2.02 | 2.25 | 2.07 | 2.02 | 2.04 | 391,973 | 23:21:22 |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
82-1204801
(I.R.S. Employer Identification No.)
|
14023 Denver West Parkway, Building 64, Golden, CO
(Address of Registrant's principal executive offices)
|
|
80401
(Zip Code)
|
Title of each class
|
|
Name of exchange on which registered
|
Class A Common Stock, par value $0.001
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting
company
o
|
|
Emerging growth
company
ý
|
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Page
Number
|
•
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the size, quality, diversity and stability of our network of Marketplace service professionals and the breadth of our online directory listings;
|
•
|
the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and service professionals, as well as our continued ability to introduce new products and services that resonate with consumers and service professionals generally;
|
•
|
our ability to continue to build and maintain awareness of, and trust in and loyalty to, our various brands, particularly our Angie’s List and HomeAdvisor brands;
|
•
|
our ability to consistently generate service requests through the Marketplace and contacts through our online directories that convert into revenue for our service professionals in a cost-effective manner; and
|
•
|
the quality and consistency of our service professional pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.
|
•
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operational and compliance challenges caused by distance, language and cultural differences;
|
•
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difficulties in staffing and managing international operations;
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•
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differing levels of social and technological acceptance of online services (or lack of acceptance of them) generally, as well as home services offerings specifically;
|
•
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foreign currency fluctuations;
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•
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restrictions on the transfer of funds among countries and back to the United States and costs associated with repatriating funds to the United States;
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•
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differing and potentially adverse tax laws;
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•
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multiple, conflicting and changing laws, rules and regulations (particularly in the case of privacy and data security) and difficulties understanding and ensuring compliance with such laws, rules and regulations by employees and business partners over whom we will have no control;
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•
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competitive environments that favor local businesses;
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•
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limitations on the level of intellectual property protection; and
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•
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trade sanctions, political unrest, terrorism, war and epidemics or the threat of any of these events.
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•
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properly value prospective acquisitions, especially those with limited operating histories;
|
•
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successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;
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•
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successfully identify and realize potential synergies among acquired and existing business;
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•
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retain or hire senior management and other key personnel at acquired businesses; and
|
•
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successfully manage acquisition-related strain on our management, operations and financial resources.
|
•
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the election of our board of directors (subject to certain provisions of the investor rights agreement between us and IAC) and, through our board of directors, decision-making with respect to our business direction and policies, including the appointment and removal of our officers;
|
•
|
acquisitions or dispositions of businesses or assets, mergers or other business combinations;
|
•
|
issuances of shares of our Class A common stock, Class B common stock and Class C common stock and our capital structure generally;
|
•
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corporate opportunities that may be suitable for us and IAC, subject to the corporate opportunity provisions in our amended and restated certificate of incorporation (as described below);
|
•
|
stock repurchases;
|
•
|
our financing activities, including the issuance of debt securities and/or the incurrence of other indebtedness generally;
|
•
|
the payment of dividends; and
|
•
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the number of shares available for issuance under our equity incentive plans.
|
•
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corporate opportunities;
|
•
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the impact that operating or capital decisions (including the incurrence of indebtedness) relating to our business may have on IAC's consolidated financial statements and/or current or future indebtedness (including related covenants);
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•
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business combinations involving us;
|
•
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our dividend and stock repurchase policies;
|
•
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management stock ownership; and
|
•
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the intercompany agreements and services between us and IAC.
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•
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tax, employee benefit, indemnification and other matters arising from the Combination;
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•
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the nature, quality and pricing of services IAC agrees to provide to us;
|
•
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sales or other disposals by IAC of all or a portion of its ownership interest in us; and
|
•
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business combinations involving us.
|
•
|
that a majority of our board of directors consists of “independent directors” (as defined in the Marketplace Rules); and
|
•
|
that we have a nominating/governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
•
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create liens on certain assets;
|
•
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incur additional debt;
|
•
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make certain investments and acquisitions;
|
•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
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sell certain assets;
|
•
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pay dividends on (or make distributions in respect of) our capital stock or make restricted payments or stock repurchases;
|
•
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enter into certain transactions with our affiliates; and
|
•
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place restrictions on distributions from subsidiaries.
|
•
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limit our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or for other purposes;
|
•
|
limit our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service this indebtedness;
|
•
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limit our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
|
•
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restrict us from making strategic acquisitions, developing properties or exploiting business opportunities; and
|
•
|
limit our ability to react to changing market conditions in the home and local services industries.
|
•
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our future financial and operating performance, which will be affected by then prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
|
•
|
our future ability to secure additional financing or otherwise raise capital in the future and/or restructure or refinance our debt, which will largely depend on market and other factors beyond our control, as well as whether we are in compliance with the covenants in our term loan agreement (and/or any other then existing agreement governing our indebtedness).
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market prices and trading volumes of technology stocks generally, or those in our industry;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry;
|
•
|
volatility in the price of our Class A common stock due to the limited number of shares of our Class A common stock held by the public;
|
•
|
sales of shares of our capital stock by us and/or our directors, executive officers, employees and stockholders;
|
•
|
the failure of analysts to maintain coverage of us, changes in financial estimates by analysts who cover us and/or our failure to meet analyst estimates or investor expectations;
|
•
|
financial projections that we may provide to the public, any changes to such projections or our failure to meet such projections;
|
•
|
announcements of new brands, products or services by us or our competitors;
|
•
|
public reaction to our earnings releases, other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated changes in our operating results or fluctuations in our operating results;
|
•
|
actual or anticipated developments in our business (or those of our competitors) or the competitive landscape generally;
|
•
|
litigation involving us, our industry or both, or regulatory investigations involving our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
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announced or completed acquisitions by us or our competitors;
|
•
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new laws or regulations or new interpretations of (or changes to) existing laws or regulations applicable to our business;
|
•
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changes in accounting standards, policies, guidelines, interpretations or principles;
|
•
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any significant change in our management; and
|
•
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general economic conditions and slow or negative growth in any of our significant markets.
|
•
|
our historic and projected financial condition, liquidity and results of operations;
|
•
|
our capital levels and needs;
|
•
|
tax considerations;
|
•
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any acquisitions that we may consider;
|
•
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statutory and regulatory prohibitions and other limitations;
|
•
|
the terms of any credit agreement or other borrowing arrangements that restrict our ability to pay cash dividends, including our term loan agreement;
|
•
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general economic conditions; and
|
•
|
other factors deemed relevant by our board of directors.
|
•
|
authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;
|
•
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limit the ability of our stockholders to call special meetings of stockholders;
|
•
|
provide that certain litigation against our company can only be brought in Delaware; and
|
•
|
provide that our board of directors is expressly authorized to make, alter or repeal our bylaws.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
(unaudited)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
|
$
|
283,541
|
|
|
$
|
239,471
|
|
Net (loss) earnings
|
(104,527
|
)
|
|
10,631
|
|
|
(3,996
|
)
|
|
(2,220
|
)
|
|
(8,663
|
)
|
|||||
Net loss attributable to noncontrolling interests
|
1,409
|
|
|
2,497
|
|
|
2,671
|
|
|
457
|
|
|
200
|
|
|||||
Net (loss) earnings attributable to ANGI Homeservices Inc. shareholders
|
(103,118
|
)
|
|
13,128
|
|
|
(1,325
|
)
|
|
(1,763
|
)
|
|
(8,463
|
)
|
|||||
Per share information attributable to ANGI Homeservices Inc. shareholders:
|
|
|
|
|
|||||||||||||||
Basic (loss) earnings per share
|
$
|
(0.24
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
Diluted (loss) earnings per share
|
$
|
(0.24
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,467,262
|
|
|
$
|
295,517
|
|
|
$
|
203,576
|
|
|
$
|
200,630
|
|
|
$
|
190,631
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
13,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net
|
258,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt—related party, including current portion
|
2,813
|
|
|
49,838
|
|
|
16,350
|
|
|
16,350
|
|
|
16,350
|
|
(a)
|
We recognized items that affected the comparability of results for the years 2017, 2016 and 2015, see "
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
."
|
•
|
Marketplace (formerly Domestic) Revenue
includes revenue from the HomeAdvisor domestic marketplace service, including consumer connection revenue for consumer matches and membership subscription revenue from service professionals. It excludes other operating subsidiaries within the North America segment.
|
•
|
Advertising & Other
Revenue
includes Angie’s List revenue (revenue from service professionals under contract for advertising and membership subscription fees from consumers) as well as revenue from mHelpDesk, HomeStars and Felix.
|
•
|
Marketplace (formerly Domestic) Service Requests
are fully completed and submitted domestic customer service requests on HomeAdvisor.
|
•
|
Marketplace (formerly Domestic) Paying Service Professionals (or “Marketplace Paying SPs”)
are the number of HomeAdvisor domestic service professionals that had an active membership and/or paid for consumer matches in the last month of the period.
|
•
|
Angie's List Advertising Service Professionals
are the total number of Angie’s List service professionals under contract for advertising at the end of the period.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketplace:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer connection revenue
|
$
|
521,481
|
|
|
$
|
139,015
|
|
|
36
|
%
|
|
$
|
382,466
|
|
|
$
|
113,157
|
|
|
42
|
%
|
|
$
|
269,309
|
|
Membership subscription revenue
|
56,135
|
|
|
12,562
|
|
|
29
|
%
|
|
43,573
|
|
|
19,409
|
|
|
80
|
%
|
|
24,164
|
|
|||||
Other revenue
|
3,798
|
|
|
971
|
|
|
34
|
%
|
|
2,827
|
|
|
(596
|
)
|
|
(17
|
)%
|
|
3,423
|
|
|||||
Total Marketplace Revenue
|
581,414
|
|
|
152,548
|
|
|
36
|
%
|
|
428,866
|
|
|
131,970
|
|
|
44
|
%
|
|
296,896
|
|
|||||
Advertising & Other Revenue
|
97,483
|
|
|
64,502
|
|
|
196
|
%
|
|
32,981
|
|
|
10
|
|
|
—
|
%
|
|
32,971
|
|
|||||
North America
|
678,897
|
|
|
217,050
|
|
|
47
|
%
|
|
461,847
|
|
|
131,980
|
|
|
40
|
%
|
|
329,867
|
|
|||||
Europe
|
57,489
|
|
|
20,446
|
|
|
55
|
%
|
|
37,043
|
|
|
5,709
|
|
|
18
|
%
|
|
31,334
|
|
|||||
Total Revenue
|
$
|
736,386
|
|
|
$
|
237,496
|
|
|
48
|
%
|
|
$
|
498,890
|
|
|
$
|
137,689
|
|
|
38
|
%
|
|
$
|
361,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Percentage of Total Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
92
|
%
|
|
|
|
|
|
93
|
%
|
|
|
|
|
|
91
|
%
|
|||||||||
Europe
|
8
|
%
|
|
|
|
|
|
7
|
%
|
|
|
|
|
|
9
|
%
|
|||||||||
Total Revenue
|
100
|
%
|
|
|
|
|
|
100
|
%
|
|
|
|
|
|
100
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketplace Service Requests
|
18,129
|
|
|
4,921
|
|
|
37
|
%
|
|
13,208
|
|
|
3,377
|
|
|
34
|
%
|
|
9,831
|
|
|||||
Marketplace Paying SPs
|
181
|
|
|
38
|
|
|
26
|
%
|
|
143
|
|
|
42
|
|
|
41
|
%
|
|
102
|
|
|||||
Angie's List Advertising Service Professionals
|
45
|
|
|
NA
|
|
|
NA
|
|
|
—
|
|
|
NA
|
|
|
NA
|
|
|
—
|
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue
|
$34,073
|
|
$8,215
|
|
32%
|
|
$25,858
|
|
$2,922
|
|
13%
|
|
$22,936
|
Percentage of revenue
|
5%
|
|
|
|
|
|
5%
|
|
|
|
|
|
6%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$464,040
|
|
$157,327
|
|
51%
|
|
$306,713
|
|
$80,837
|
|
36%
|
|
$225,876
|
Percentage of revenue
|
63%
|
|
|
|
|
|
61%
|
|
|
|
|
|
63%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$300,433
|
|
$190,340
|
|
173%
|
|
$110,093
|
|
$23,406
|
|
27%
|
|
$86,687
|
Percentage of revenue
|
41%
|
|
|
|
|
|
22%
|
|
|
|
|
|
24%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$47,907
|
|
$27,311
|
|
133%
|
|
$20,596
|
|
$3,754
|
|
22%
|
|
$16,842
|
Percentage of revenue
|
7%
|
|
|
|
|
|
4%
|
|
|
|
|
|
5%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$14,543
|
|
$6,124
|
|
73%
|
|
$8,419
|
|
$1,826
|
|
28%
|
|
$6,593
|
Percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Operating (loss) income
|
$(147,871)
|
|
$(171,929)
|
|
NM
|
|
$24,058
|
|
$25,626
|
|
NM
|
|
$(1,568)
|
Percentage of revenue
|
(20)%
|
|
|
|
|
|
5%
|
|
|
|
|
|
—%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Adjusted EBITDA
|
$39,163
|
|
$(5,383)
|
|
(12)%
|
|
$44,546
|
|
$27,833
|
|
167%
|
|
$16,713
|
Percentage of revenue
|
5%
|
|
|
|
|
|
9%
|
|
|
|
|
|
5%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Interest expense—third party
|
$(1,765)
|
|
$(1,765)
|
|
NA
|
|
$—
|
|
$—
|
|
NA
|
|
$—
|
Interest expense—related party
|
(5,971)
|
|
(5,077)
|
|
568%
|
|
(894)
|
|
(622)
|
|
229%
|
|
(272)
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Other income (expense), net
|
$1,974
|
|
$2,673
|
|
NM
|
|
$(699)
|
|
$(301)
|
|
76%
|
|
$(398)
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Income tax benefit (provision)
|
$49,106
|
|
$60,940
|
|
NM
|
|
$(11,834)
|
|
$(10,076)
|
|
573%
|
|
$(1,758)
|
Effective income tax rate
|
32%
|
|
|
|
|
|
53%
|
|
|
|
|
|
NM
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Net loss attributable to noncontrolling interests
|
$1,409
|
|
$(1,088)
|
|
(44)%
|
|
$2,497
|
|
$(174)
|
|
(7)%
|
|
$2,671
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
(a)
|
|
$
|
214,803
|
|
|
$
|
4
|
|
All other countries
(b)(c)
|
|
6,718
|
|
|
36,373
|
|
||
Total cash and cash equivalents
|
|
$
|
221,521
|
|
|
$
|
36,377
|
|
|
|
|
|
|
||||
Long-term debt—third party
|
|
|
|
|
||||
Term Loan due November 1, 2022
|
|
$
|
275,000
|
|
|
$
|
—
|
|
Less: current portion of Term Loan
|
|
13,750
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
|
2,938
|
|
|
—
|
|
||
Total long-term debt—third party, net
|
|
$
|
258,312
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Long-term debt—related party
|
|
|
|
|
||||
Promissory note due October 14, 2023
|
|
$
|
—
|
|
|
$
|
42,000
|
|
Promissory note due August 29, 2018
|
|
—
|
|
|
5,000
|
|
||
Other
|
|
2,813
|
|
|
2,838
|
|
||
Total long-term debt—related party
|
|
2,813
|
|
|
49,838
|
|
||
Less: current portion of long-term debt—related party
|
|
816
|
|
|
2,838
|
|
||
Total long-term debt—related party, net
|
|
$
|
1,997
|
|
|
$
|
47,000
|
|
(a)
|
Domestically, cash equivalents consist of AAA rated government money market funds, certificates of deposit and treasury discount notes. Prior to the Combination, domestically, the Company participated in IAC’s centrally managed U.S. treasury management function in which IAC swept domestic cash of HomeAdvisor (US).
|
(b)
|
Internationally, there are no cash equivalents at December 31, 2017. At December 31, 2016, cash equivalents consist of AAA rated government money market funds.
|
(c)
|
If needed for our U.S. operations, the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated without any significant tax consequences.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
41,823
|
|
|
$
|
47,896
|
|
|
$
|
17,885
|
|
Investing activities
|
(93,177
|
)
|
|
(32,309
|
)
|
|
(10,170
|
)
|
|||
Financing activities
|
235,337
|
|
|
18,426
|
|
|
(9,516
|
)
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
(a)
|
|
Less than
1 year |
|
1 to 3
years |
|
3 to 5
years |
|
More than
5 years |
|
Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Long-term debt—third party
(b)
|
|
$
|
24,455
|
|
|
$
|
46,194
|
|
|
$
|
249,262
|
|
|
$
|
—
|
|
|
$
|
319,911
|
|
Long-term debt—related party
(c)
|
|
816
|
|
|
2,466
|
|
|
—
|
|
|
—
|
|
|
3,282
|
|
|||||
Operating leases
(d)
|
|
11,090
|
|
|
24,587
|
|
|
17,884
|
|
|
32,820
|
|
|
86,381
|
|
|||||
Purchase obligations
(e)
|
|
831
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
1,481
|
|
|||||
Total contractual obligations
|
|
$
|
37,192
|
|
|
$
|
73,897
|
|
|
$
|
267,146
|
|
|
$
|
32,820
|
|
|
$
|
411,055
|
|
(a)
|
The Company has excluded $1.5 million in unrecognized tax benefits from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see "
Note 3—Income Taxes
" to the consolidated and combined financial statements included in "
Item 8. Consolidated and Combined Financial Statements and Supplementary Data.
"
|
(b)
|
Long-term debt—third party consists of contractual amounts due including interest on a variable rate instrument. Long-term debt—third party at December 31, 2017 consists of a $275 million Term Loan, bearing interest at LIBOR plus 2.00%, or 3.38%, at December 31, 2017. The Term Loan interest rate is subject to change based on the Company's consolidated net leverage ratio. The amount of interest ultimately paid on the variable rate debt may differ based on changes in interest rates. For additional information on long-term debt—third party, see "
Note 7—Long-term Debt
" to the consolidated and combined financial statements included in "
Item 8. Consolidated and Combined Financial Statements and Supplementary Data
."
|
(c)
|
Long-term debt—related party consists of intercompany notes of
€2.4 million
(
$2.8 million
at
December 31, 2017
) issued to a foreign subsidiary of IAC, which bears interest at a fixed rate. See "
Note 15—Related Party Transactions
" to the consolidated and combined financial statements included in "
Item 8. Consolidated and Combined Financial Statements and Supplementary Data
" for additional information on Long-term debt—related party.
|
(d)
|
We lease office space, data center facilities and equipment used in connection with our operations under various operating leases, the majority of which contain escalation clauses. In March 2017, we entered into a new 10.5-year lease for our call center in New York and a new 10.5-year lease for our corporate headquarters in Denver, Colorado.
|
(e)
|
Purchase obligations primarily consist of software licenses.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
221,521
|
|
|
$
|
36,377
|
|
Accounts receivable, net of allowance of $9,263 and $9,177, respectively
|
28,085
|
|
|
18,696
|
|
||
Other current assets
|
12,772
|
|
|
8,739
|
|
||
Total current assets
|
262,378
|
|
|
63,812
|
|
||
Property and equipment, net of accumulated depreciation and amortization
|
53,292
|
|
|
23,645
|
|
||
Goodwill
|
770,226
|
|
|
170,990
|
|
||
Intangible assets, net of accumulated amortization
|
328,571
|
|
|
10,792
|
|
||
Deferred income taxes
|
50,723
|
|
|
15,211
|
|
||
Other non-current assets
|
2,072
|
|
|
11,067
|
|
||
TOTAL ASSETS
|
$
|
1,467,262
|
|
|
$
|
295,517
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
—
|
|
Current portion of long-term debt—related party
|
816
|
|
|
2,838
|
|
||
Accounts payable
|
18,933
|
|
|
11,544
|
|
||
Deferred revenue
|
62,371
|
|
|
18,828
|
|
||
Accrued expenses and other current liabilities
|
75,171
|
|
|
34,438
|
|
||
Total current liabilities
|
171,041
|
|
|
67,648
|
|
||
Long-term debt, net
|
258,312
|
|
|
—
|
|
||
Long-term debt—related party, net
|
1,997
|
|
|
47,000
|
|
||
Deferred income taxes
|
5,626
|
|
|
2,228
|
|
||
Other long-term liabilities
|
5,892
|
|
|
2,247
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
21,300
|
|
|
13,781
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Class A common stock, $0.001 par value; authorized 2,000,000 shares; 62,818 shares issued and outstanding
|
63
|
|
|
—
|
|
||
Class B convertible common stock, $0.001 par value; authorized 1,500,000 shares; 415,186 shares issued and outstanding
|
415
|
|
|
—
|
|
||
Class C common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,112,400
|
|
|
—
|
|
||
Accumulated deficit
|
(121,764
|
)
|
|
—
|
|
||
Invested capital
|
—
|
|
|
154,852
|
|
||
Accumulated other comprehensive income (loss)
|
2,232
|
|
|
(1,721
|
)
|
||
Total ANGI Homeservices Inc. shareholders' equity and invested capital, respectively
|
993,346
|
|
|
153,131
|
|
||
Noncontrolling interests
|
9,748
|
|
|
9,482
|
|
||
Total shareholders' equity
|
1,003,094
|
|
|
162,613
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,467,262
|
|
|
$
|
295,517
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
34,073
|
|
|
25,858
|
|
|
22,936
|
|
|||
Selling and marketing expense
|
464,040
|
|
|
306,713
|
|
|
225,876
|
|
|||
General and administrative expense
|
300,433
|
|
|
110,093
|
|
|
86,687
|
|
|||
Product development expense
|
47,907
|
|
|
20,596
|
|
|
16,842
|
|
|||
Depreciation
|
14,543
|
|
|
8,419
|
|
|
6,593
|
|
|||
Amortization of intangibles
|
23,261
|
|
|
3,153
|
|
|
3,835
|
|
|||
Total operating costs and expenses
|
884,257
|
|
|
474,832
|
|
|
362,769
|
|
|||
Operating (loss) income
|
(147,871
|
)
|
|
24,058
|
|
|
(1,568
|
)
|
|||
Interest expense—third party
|
(1,765
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense—related party
|
(5,971
|
)
|
|
(894
|
)
|
|
(272
|
)
|
|||
Other income (expense), net
|
1,974
|
|
|
(699
|
)
|
|
(398
|
)
|
|||
(Loss) earnings before income taxes
|
(153,633
|
)
|
|
22,465
|
|
|
(2,238
|
)
|
|||
Income tax benefit (provision)
|
49,106
|
|
|
(11,834
|
)
|
|
(1,758
|
)
|
|||
Net (loss) earnings
|
(104,527
|
)
|
|
10,631
|
|
|
(3,996
|
)
|
|||
Net loss attributable to noncontrolling interests
|
1,409
|
|
|
2,497
|
|
|
2,671
|
|
|||
Net (loss) earnings attributable to ANGI Homeservices Inc. shareholders
|
$
|
(103,118
|
)
|
|
$
|
13,128
|
|
|
$
|
(1,325
|
)
|
|
|
|
|
|
|
||||||
Per share information attributable to ANGI Homeservices Inc. shareholders:
|
|
|
|||||||||
Basic (loss) earnings per share
|
$
|
(0.24
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.00
|
)
|
Diluted (loss) earnings per share
|
$
|
(0.24
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling and marketing expense
|
25,763
|
|
|
863
|
|
|
545
|
|
|||
General and administrative expense
|
107,662
|
|
|
6,804
|
|
|
6,137
|
|
|||
Product development expense
|
15,786
|
|
|
1,249
|
|
|
1,171
|
|
|||
Total stock-based compensation expense
|
$
|
149,230
|
|
|
$
|
8,916
|
|
|
$
|
7,853
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Net (loss) earnings
|
$
|
(104,527
|
)
|
|
$
|
10,631
|
|
|
$
|
(3,996
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
4,968
|
|
|
(657
|
)
|
|
(581
|
)
|
|||
Total other comprehensive income (loss)
|
4,968
|
|
|
(657
|
)
|
|
(581
|
)
|
|||
Comprehensive (loss) income
|
(99,559
|
)
|
|
9,974
|
|
|
(4,577
|
)
|
|||
Components of comprehensive loss attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net loss attributable to noncontrolling interests
|
1,409
|
|
|
2,497
|
|
|
2,671
|
|
|||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
(1,015
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
394
|
|
|
2,497
|
|
|
2,671
|
|
|||
Comprehensive (loss) income attributable to ANGI Homeservices Inc. shareholders
|
$
|
(99,165
|
)
|
|
$
|
12,471
|
|
|
$
|
(1,906
|
)
|
|
|
|
|
ANGI Homeservices Inc. Shareholders' Equity and Invested Capital
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
Class A
Common Stock
$0.001
Par Value
|
|
Class B
Common Stock
$0.001
Par Value
|
|
Class C Common Stock
$0.001
Par Value
|
|
|
|
|
|
|
|
|
|
Total
ANGI Homeservices Inc. Shareholders' Equity and Invested Capital
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Invested
Capital
|
|
|
|
Noncontrolling
Interests
|
|
||||||||||||||||||||||||||||
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
|
|
(In thousands)
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
6,478
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,817
|
|
|
$
|
(483
|
)
|
|
$
|
144,334
|
|
|
$
|
—
|
|
|
$
|
144,334
|
|
Net loss
|
(2,671
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,325
|
)
|
|
—
|
|
|
(1,325
|
)
|
|
—
|
|
|
(1,325
|
)
|
|||||||||||
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(581
|
)
|
|
(581
|
)
|
|
—
|
|
|
(581
|
)
|
|||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
12,170
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,170
|
)
|
|
—
|
|
|
(12,170
|
)
|
|
—
|
|
|
(12,170
|
)
|
|||||||||||
Net decrease in IAC/InterActiveCorp’s investment in HomeAdvisor
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,008
|
)
|
|
—
|
|
|
(3,008
|
)
|
|
—
|
|
|
(3,008
|
)
|
|||||||||||
Other
|
1,657
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Balance as of December 31, 2015
|
$
|
17,634
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128,314
|
|
|
$
|
(1,064
|
)
|
|
$
|
127,250
|
|
|
$
|
—
|
|
|
$
|
127,250
|
|
Net (loss) earnings
|
(2,377
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,128
|
|
|
—
|
|
|
13,128
|
|
|
(120
|
)
|
|
13,008
|
|
|||||||||||
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(657
|
)
|
|
(657
|
)
|
|
—
|
|
|
(657
|
)
|
|||||||||||
Noncontrolling interests created in an acquisition
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,811
|
|
|
9,811
|
|
|||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|
(209
|
)
|
|||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
(3,110
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,110
|
|
|
—
|
|
|
3,110
|
|
|
—
|
|
|
3,110
|
|
|||||||||||
Net increase in IAC/InterActiveCorp’s investment in HomeAdvisor
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,300
|
|
|
—
|
|
|
10,300
|
|
|
—
|
|
|
10,300
|
|
|||||||||||
Other
|
1,634
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Balance as of December 31, 2016
|
$
|
13,781
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,852
|
|
|
$
|
(1,721
|
)
|
|
$
|
153,131
|
|
|
$
|
9,482
|
|
|
$
|
162,613
|
|
Net (loss) earnings
|
(1,391
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,764
|
)
|
|
18,646
|
|
|
—
|
|
|
(103,118
|
)
|
|
(18
|
)
|
|
(103,136
|
)
|
|||||||||||
Other comprehensive income
|
758
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,953
|
|
|
3,953
|
|
|
257
|
|
|
4,210
|
|
|||||||||||
Net increase in IAC/InterActiveCorp’s investment in HomeAdvisor prior to the Combination
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,339
|
|
|
—
|
|
|
46,339
|
|
|
—
|
|
|
46,339
|
|
|||||||||||
Contribution of IAC/InterActiveCorp's HomeAdvisor business to ANGI Homeservices Inc. and Combination with Angie's List
|
—
|
|
|
|
61
|
|
|
61,291
|
|
|
415
|
|
|
414,754
|
|
|
—
|
|
|
—
|
|
|
997,107
|
|
|
—
|
|
|
(218,112
|
)
|
|
—
|
|
|
779,471
|
|
|
—
|
|
|
779,471
|
|
|||||||||||
Stock-based compensation expense
|
2,017
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,451
|
|
|
—
|
|
|
125,451
|
|
|||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
2
|
|
|
1,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,492
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,490
|
)
|
|
—
|
|
|
(8,490
|
)
|
|||||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Redeemable noncontrolling interests created in acquisitions
|
14,758
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Purchase of redeemable noncontrolling interests
|
(11,991
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
|
(848
|
)
|
|||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
3,332
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,607
|
)
|
|
—
|
|
|
(1,725
|
)
|
|
—
|
|
|
(3,332
|
)
|
|
—
|
|
|
(3,332
|
)
|
|||||||||||
Other
|
36
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
875
|
|
|
816
|
|
|||||||||||
Balance as of December 31, 2017
|
$
|
21,300
|
|
|
|
$
|
63
|
|
|
62,818
|
|
|
$
|
415
|
|
|
415,186
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,112,400
|
|
|
$
|
(121,764
|
)
|
|
$
|
—
|
|
|
$
|
2,232
|
|
|
$
|
993,346
|
|
|
$
|
9,748
|
|
|
$
|
1,003,094
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(104,527
|
)
|
|
$
|
10,631
|
|
|
$
|
(3,996
|
)
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
149,230
|
|
|
8,916
|
|
|
7,853
|
|
|||
Amortization of intangibles
|
23,261
|
|
|
3,153
|
|
|
3,835
|
|
|||
Bad debt expense
|
27,514
|
|
|
17,425
|
|
|
13,234
|
|
|||
Depreciation
|
14,543
|
|
|
8,419
|
|
|
6,593
|
|
|||
Deferred income taxes
|
(48,350
|
)
|
|
(3,719
|
)
|
|
(3,469
|
)
|
|||
Other adjustments, net
|
(911
|
)
|
|
1,142
|
|
|
874
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(33,179
|
)
|
|
(23,862
|
)
|
|
(16,202
|
)
|
|||
Other current assets
|
4,523
|
|
|
(2,972
|
)
|
|
(1,823
|
)
|
|||
Accounts payable and other current liabilities
|
778
|
|
|
14,936
|
|
|
1,339
|
|
|||
Income taxes payable and receivable
|
(2,054
|
)
|
|
6,932
|
|
|
2,459
|
|
|||
Deferred revenue
|
10,995
|
|
|
6,895
|
|
|
7,188
|
|
|||
Net cash provided by operating activities
|
41,823
|
|
|
47,896
|
|
|
17,885
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(66,340
|
)
|
|
(15,649
|
)
|
|
—
|
|
|||
Capital expenditures
|
(26,837
|
)
|
|
(16,660
|
)
|
|
(10,170
|
)
|
|||
Net cash used in investing activities
|
(93,177
|
)
|
|
(32,309
|
)
|
|
(10,170
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowing under term loan
|
275,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(3,013
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of related party debt
|
131,360
|
|
|
44,838
|
|
|
—
|
|
|||
Principal payments on related party debt
|
(181,580
|
)
|
|
(11,350
|
)
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
1,653
|
|
|
—
|
|
|
—
|
|
|||
Withholding taxes paid on behalf of employees on net settled stock-based awards
|
(10,113
|
)
|
|
—
|
|
|
—
|
|
|||
Funds returned from (held in) escrow for MyHammer tender offer
|
10,604
|
|
|
(10,548
|
)
|
|
—
|
|
|||
Transfers from (to) IAC/InterActiveCorp for periods prior to the Combination
|
24,178
|
|
|
(4,305
|
)
|
|
(9,525
|
)
|
|||
Purchase of noncontrolling interests
|
(12,789
|
)
|
|
(209
|
)
|
|
—
|
|
|||
Other, net
|
37
|
|
|
—
|
|
|
9
|
|
|||
Net cash provided by (used in) financing activities
|
235,337
|
|
|
18,426
|
|
|
(9,516
|
)
|
|||
Total cash provided (used)
|
183,983
|
|
|
34,013
|
|
|
(1,801
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,161
|
|
|
(98
|
)
|
|
(322
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
185,144
|
|
|
33,915
|
|
|
(2,123
|
)
|
|||
Cash and cash equivalents at beginning of period
|
36,377
|
|
|
2,462
|
|
|
4,585
|
|
|||
Cash and cash equivalents at end of period
|
$
|
221,521
|
|
|
$
|
36,377
|
|
|
$
|
2,462
|
|
Asset Category
|
|
Estimated
Useful Lives
|
Computer equipment and capitalized software
|
|
2 to 3 Years
|
Furniture and other equipment
|
|
5 to 7 Years
|
Buildings and leasehold improvements
|
|
5 to 25 Years
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted 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 Company has selected a software package to assist in the determination of the right of use asset and related liability as of January 1, 2019 and to provide the required information following the adoption;
|
•
|
the Company has prepared summaries of its leases for input into the software package;
|
•
|
the Company is assessing the other inputs required in connection with the adoption of ASU No. 2016-02; and,
|
•
|
the Company is developing its accounting policy, procedures and controls related to the new standard.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(443
|
)
|
|
$
|
13,440
|
|
|
$
|
2,901
|
|
State
|
21
|
|
|
2,274
|
|
|
601
|
|
|||
Foreign
|
(334
|
)
|
|
(161
|
)
|
|
1,725
|
|
|||
Current income tax (benefit) provision
|
(756
|
)
|
|
15,553
|
|
|
5,227
|
|
|||
Deferred income tax benefit
|
|
|
|
|
|
||||||
Federal
|
(38,587
|
)
|
|
(2,483
|
)
|
|
(2,823
|
)
|
|||
State
|
(8,467
|
)
|
|
(775
|
)
|
|
(557
|
)
|
|||
Foreign
|
(1,296
|
)
|
|
(461
|
)
|
|
(89
|
)
|
|||
Deferred income tax benefit
|
(48,350
|
)
|
|
(3,719
|
)
|
|
(3,469
|
)
|
|||
Income tax (benefit) provision
|
$
|
(49,106
|
)
|
|
$
|
11,834
|
|
|
$
|
1,758
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
5,468
|
|
|
$
|
3,527
|
|
NOL carryforwards
|
135,042
|
|
|
12,869
|
|
||
Stock-based compensation
|
34,408
|
|
|
10,382
|
|
||
Allowance for bad debts
|
1,999
|
|
|
3,186
|
|
||
Deferred revenue
|
10,924
|
|
|
—
|
|
||
Property and equipment
|
650
|
|
|
—
|
|
||
Other
|
3,575
|
|
|
1,811
|
|
||
Total deferred tax assets
|
192,066
|
|
|
31,775
|
|
||
Less valuation allowance
|
(61,563
|
)
|
|
(14,180
|
)
|
||
Net deferred tax assets
|
130,503
|
|
|
17,595
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible and other assets
|
(85,227
|
)
|
|
(1,818
|
)
|
||
Property and equipment
|
—
|
|
|
(2,661
|
)
|
||
Other
|
(179
|
)
|
|
(133
|
)
|
||
Total deferred tax liabilities
|
(85,406
|
)
|
|
(4,612
|
)
|
||
Net deferred tax assets
|
$
|
45,097
|
|
|
$
|
12,983
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Income tax (benefit) provision at the federal statutory rate of 35%
|
$
|
(53,771
|
)
|
|
$
|
7,862
|
|
|
$
|
(783
|
)
|
Change in tax reserves, net
|
235
|
|
|
(72
|
)
|
|
1,895
|
|
|||
State income taxes, net of effect of federal tax benefit
|
(3,678
|
)
|
|
1,063
|
|
|
(39
|
)
|
|||
Unbenefited losses
|
5,915
|
|
|
2,592
|
|
|
1,133
|
|
|||
Research credit
|
(784
|
)
|
|
(930
|
)
|
|
(645
|
)
|
|||
Federal tax rate change to 21%
|
33,002
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
(32,702
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
2,677
|
|
|
1,319
|
|
|
197
|
|
|||
Income tax (benefit) provision
|
$
|
(49,106
|
)
|
|
$
|
11,834
|
|
|
$
|
1,758
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
602
|
|
|
$
|
1,863
|
|
|
$
|
129
|
|
Additions based on tax positions related to the current year
|
235
|
|
|
279
|
|
|
376
|
|
|||
Additions for tax positions of prior years
|
711
|
|
|
—
|
|
|
1,358
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(263
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(1,277
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
1,548
|
|
|
$
|
602
|
|
|
$
|
1,863
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Class A common stock
|
$
|
763,684
|
|
Cash consideration for holders who elected to receive $8.50 in cash per share of Angie's List common stock
|
1,913
|
|
|
Fair value of vested and pro rata portion of unvested stock options attributable to pre-combination services
|
11,749
|
|
|
Fair value of the pro rata portion of unvested restricted stock units attributable to pre-combination services
|
4,038
|
|
|
Total purchase price
|
$
|
781,384
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
44,270
|
|
Other current assets
|
11,280
|
|
|
Property and equipment
|
16,341
|
|
|
Goodwill
|
545,204
|
|
|
Intangible assets
|
317,300
|
|
|
Total assets
|
934,395
|
|
|
Deferred revenue
|
(32,595
|
)
|
|
Other current liabilities
|
(46,150
|
)
|
|
Long-term debt - related party
|
(61,498
|
)
|
|
Deferred income taxes
|
(11,363
|
)
|
|
Other long-term liabilities
|
(1,405
|
)
|
|
Net assets acquired
|
$
|
781,384
|
|
|
Angie's List
|
||||
|
(In thousands)
|
|
Weighted-average useful life
(years)
|
||
Indefinite-lived trade name and trademarks
|
$
|
137,000
|
|
|
Indefinite
|
Service professionals
|
90,500
|
|
|
3
|
|
Developed technology
|
63,900
|
|
|
6
|
|
Memberships
|
15,900
|
|
|
3
|
|
User base
|
10,000
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
317,300
|
|
|
|
|
HomeStars
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
181
|
|
Other current assets
|
165
|
|
|
Goodwill
|
9,841
|
|
|
Intangible assets
|
6,414
|
|
|
Total assets
|
16,601
|
|
|
Current liabilities
|
(649
|
)
|
|
Other long-term liabilities
|
(1,873
|
)
|
|
Net assets acquired
|
$
|
14,079
|
|
|
HomeStars
|
||||
|
(In thousands)
|
|
Weighted-average useful life
(years)
|
||
Indefinite-lived trade name
|
$
|
2,358
|
|
|
Indefinite
|
Contractor relationships
|
2,435
|
|
|
2
|
|
Developed technology
|
1,522
|
|
|
2
|
|
User base
|
99
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
6,414
|
|
|
|
|
MyBuilder
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
6,004
|
|
Other current assets
|
344
|
|
|
Goodwill
|
37,072
|
|
|
Intangible assets
|
15,239
|
|
|
Total assets
|
58,659
|
|
|
Current liabilities
|
(2,065
|
)
|
|
Other long-term liabilities
|
(2,595
|
)
|
|
Net assets acquired
|
$
|
53,999
|
|
|
MyBuilder
|
||||
|
(In thousands)
|
|
Weighted-average useful life
(years)
|
||
Indefinite-lived trade name
|
$
|
7,994
|
|
|
Indefinite
|
Contractor relationships
|
4,122
|
|
|
2
|
|
Developed technology
|
1,499
|
|
|
2
|
|
User base
|
1,624
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
15,239
|
|
|
|
|
MyHammer
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
4,041
|
|
Other current assets
|
790
|
|
|
Goodwill
|
22,277
|
|
|
Intangible assets
|
8,107
|
|
|
Total assets
|
35,215
|
|
|
Current liabilities
|
(2,642
|
)
|
|
Other long-term liabilities
|
(2,447
|
)
|
|
Net assets acquired
|
$
|
30,126
|
|
|
MyHammer
|
||||
|
(In thousands)
|
|
Weighted-average useful life
(years)
|
||
Indefinite-lived trade name
|
$
|
4,553
|
|
|
Indefinite
|
Contractor relationships
|
1,444
|
|
|
4
|
|
Developed technology
|
1,222
|
|
|
3
|
|
User base
|
888
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
8,107
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands, except per share data)
|
||||||
Revenue
|
$
|
962,597
|
|
|
$
|
809,999
|
|
Net loss attributable to ANGI Homeservices Inc. shareholders
|
$
|
(36,459
|
)
|
|
$
|
(86,557
|
)
|
Basic and diluted loss per share attributable to ANGI Homeservices Inc. shareholders
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
770,226
|
|
|
$
|
170,990
|
|
Intangible assets with indefinite lives
|
153,447
|
|
|
4,884
|
|
||
Intangible assets with definite lives, net of accumulated amortization
|
175,124
|
|
|
5,908
|
|
||
Total goodwill and intangible assets, net
|
$
|
1,098,797
|
|
|
$
|
181,782
|
|
|
Balance at
December 31, 2016 |
|
Additions
|
|
Deductions
|
|
Foreign
exchange translation |
|
Balance at December 31,
2017 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
North America
|
$
|
140,930
|
|
|
$
|
555,045
|
|
|
$
|
—
|
|
|
$
|
316
|
|
|
$
|
696,291
|
|
Europe
|
30,060
|
|
|
37,257
|
|
|
—
|
|
|
6,618
|
|
|
73,935
|
|
|||||
Total goodwill
|
$
|
170,990
|
|
|
$
|
592,302
|
|
|
$
|
—
|
|
|
$
|
6,934
|
|
|
$
|
770,226
|
|
|
Balance at
December 31, 2015 |
|
Additions
|
|
(Deductions)
|
|
Foreign
exchange translation |
|
Balance at
December 31, 2016 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
North America
|
$
|
140,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,930
|
|
Europe
|
9,700
|
|
|
21,985
|
|
|
—
|
|
|
(1,625
|
)
|
|
30,060
|
|
|||||
Total goodwill
|
$
|
150,630
|
|
|
$
|
21,985
|
|
|
$
|
—
|
|
|
$
|
(1,625
|
)
|
|
$
|
170,990
|
|
|
December 31, 2017
|
||||||||||||
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net
|
|
Weighted-average
useful life (years) |
||||||
|
(Dollars in thousands)
|
||||||||||||
Contractor and service professional relationships
|
$
|
99,497
|
|
|
$
|
(11,452
|
)
|
|
$
|
88,045
|
|
|
3.0
|
Technology
|
78,690
|
|
|
(14,127
|
)
|
|
64,563
|
|
|
5.6
|
|||
Memberships
|
15,900
|
|
|
(1,340
|
)
|
|
14,560
|
|
|
3.0
|
|||
Customer lists and user base
|
12,788
|
|
|
(4,906
|
)
|
|
7,882
|
|
|
1.0
|
|||
Trade names
|
4,538
|
|
|
(4,464
|
)
|
|
74
|
|
|
2.6
|
|||
Total
|
$
|
211,413
|
|
|
$
|
(36,289
|
)
|
|
$
|
175,124
|
|
|
3.8
|
|
December 31, 2016
|
||||||||||||
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Net
|
|
Weighted-average
useful life (years) |
||||||
|
(Dollars in thousands)
|
||||||||||||
Contractor relationships
|
$
|
1,830
|
|
|
$
|
(495
|
)
|
|
$
|
1,335
|
|
|
4.0
|
Technology
|
11,377
|
|
|
(7,834
|
)
|
|
3,543
|
|
|
4.3
|
|||
Customer lists and user base
|
4,136
|
|
|
(3,432
|
)
|
|
704
|
|
|
1.8
|
|||
Trade names
|
5,260
|
|
|
(4,934
|
)
|
|
326
|
|
|
2.9
|
|||
Total
|
$
|
22,603
|
|
|
$
|
(16,695
|
)
|
|
$
|
5,908
|
|
|
3.5
|
|
December 31, 2017
|
||||||||||||||
|
Quoted market
prices in active markets for identical assets (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
|
$
|
189,207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,207
|
|
Treasury discount notes
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Certificates of deposit
|
—
|
|
|
6,195
|
|
|
—
|
|
|
6,195
|
|
||||
Total
|
$
|
189,707
|
|
|
$
|
6,195
|
|
|
$
|
—
|
|
|
$
|
195,902
|
|
|
December 31, 2016
|
||||||||||||||
|
Quoted market prices in active markets for identical assets
(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
|
$
|
28,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,064
|
|
Total
|
$
|
28,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,064
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying value
|
|
Fair value
|
|
Carrying value
|
|
Fair value
|
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long term debt
|
$
|
(13,750
|
)
|
|
$
|
(13,802
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, net
|
(258,312
|
)
|
|
(262,230
|
)
|
|
—
|
|
|
—
|
|
||||
Current portion of long-term debt—related party
|
(816
|
)
|
|
(837
|
)
|
|
(2,838
|
)
|
|
(2,776
|
)
|
||||
Long-term debt—related party, net
|
(1,997
|
)
|
|
(2,048
|
)
|
|
(47,000
|
)
|
|
(46,324
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Term Loan due November 1, 2022
|
$
|
275,000
|
|
|
$
|
—
|
|
Less: current portion of Term Loan
|
13,750
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
2,938
|
|
|
—
|
|
||
Total long-term debt, net
|
$
|
258,312
|
|
|
$
|
—
|
|
Years Ending December 31,
|
|
(In thousands)
|
||
2018
|
|
$
|
13,750
|
|
2019
|
|
13,750
|
|
|
2020
|
|
13,750
|
|
|
2021
|
|
27,500
|
|
|
2022
|
|
206,250
|
|
|
Total
|
|
275,000
|
|
|
Less: current portion of Term Loan
|
|
13,750
|
|
|
Less: unamortized debt issuance costs
|
|
2,938
|
|
|
Total long-term debt, net
|
|
$
|
258,312
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(1,721
|
)
|
|
$
|
(1,064
|
)
|
|
$
|
(483
|
)
|
Other comprehensive income (loss) before reclassifications
|
3,980
|
|
|
(657
|
)
|
|
(581
|
)
|
|||
Amounts reclassified to earnings
|
(27
|
)
|
|
—
|
|
|
—
|
|
|||
Net current period other comprehensive income (loss)
|
3,953
|
|
|
(657
|
)
|
|
(581
|
)
|
|||
Balance at December 31
|
$
|
2,232
|
|
|
$
|
(1,721
|
)
|
|
$
|
(1,064
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) earnings
|
$
|
(104,527
|
)
|
|
$
|
(104,527
|
)
|
|
$
|
10,631
|
|
|
$
|
10,631
|
|
|
$
|
(3,996
|
)
|
|
$
|
(3,996
|
)
|
Net loss attributable to noncontrolling interests
|
1,409
|
|
|
1,409
|
|
|
2,497
|
|
|
2,497
|
|
|
2,671
|
|
|
2,671
|
|
||||||
Net (loss) earnings attributable to ANGI Homeservices Inc. shareholders
|
$
|
(103,118
|
)
|
|
$
|
(103,118
|
)
|
|
$
|
13,128
|
|
|
$
|
13,128
|
|
|
$
|
(1,325
|
)
|
|
(1,325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average basic shares outstanding
|
430,612
|
|
|
430,612
|
|
|
414,754
|
|
|
414,754
|
|
|
414,754
|
|
|
414,754
|
|
||||||
Dilutive securities including stock appreciation rights, stock options, RSUs and subsidiary denominated equity awards
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Denominator for earnings per share—weighted average shares
(b)
|
430,612
|
|
|
430,612
|
|
|
414,754
|
|
|
414,754
|
|
|
414,754
|
|
|
414,754
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) earnings per share attributable to ANGI Homeservices Inc. shareholders:
|
|
|
|
|
|
|
|||||||||||||||||
(Loss) earnings per share
|
$
|
(0.24
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
(a)
|
For the
year ended
December 31, 2017
, the Company had a loss from operations and as a result, approximately
54.1 million
potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute diluted earnings per share amounts.
|
(b)
|
The Company computed basic and diluted earnings per share for the
years ended
December 31, 2016
and
2015
using the shares issued to IAC for the contribution of the HomeAdvisor business.
|
|
December 31, 2017
|
|||||||||||
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term (In Years)
|
|
Aggregate
Intrinsic Value
|
|||||
|
(Shares and intrinsic value in thousands)
|
|||||||||||
Outstanding HomeAdvisor (US) stock appreciation rights at January 1, 2017
|
13,830
|
|
|
$
|
3.97
|
|
|
|
|
|
||
Granted
|
4,720
|
|
|
16.83
|
|
|
|
|
|
|||
Exercised
|
(6,659
|
)
|
|
2.87
|
|
|
|
|
|
|||
Forfeited
|
(110
|
)
|
|
9.86
|
|
|
|
|
|
|||
Outstanding HomeAdvisor (US) stock appreciation rights prior to the Combination on September 29, 2017
|
11,781
|
|
|
9.69
|
|
|
|
|
|
|||
Converted HomeAdvisor (US) stock appreciation rights in connection with the Combination
|
43,780
|
|
|
2.61
|
|
|
|
|
|
|||
Converted Angie's List stock options in connection with the Combination
|
5,290
|
|
|
10.56
|
|
|
|
|
|
|||
Granted
|
948
|
|
|
11.32
|
|
|
|
|
|
|||
Exercised
|
(1,948
|
)
|
|
7.40
|
|
|
|
|
|
|||
Forfeited
|
(331
|
)
|
|
6.86
|
|
|
|
|
|
|||
Expired
|
(624
|
)
|
|
17.94
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
47,115
|
|
|
$
|
3.25
|
|
|
7.1
|
|
$
|
346,595
|
|
Exercisable
|
17,358
|
|
|
$
|
2.22
|
|
|
4.7
|
|
$
|
148,729
|
|
|
|
Awards Outstanding
|
|
Awards Exercisable
|
|||||||||||||||
Range of Exercise Prices
|
|
Outstanding
at
December 31,
2017
|
|
Weighted Average
Remaining
Contractual
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|
Exercisable
at
December 31,
2017
|
|
Weighted Average
Remaining
Contractual
Life in Years
|
|
Weighted
Average
Exercise
Price
|
|||||||
|
|
(Shares in thousands)
|
|||||||||||||||||
$0.01 to $3.00
|
|
26,143
|
|
|
6.0
|
|
$
|
1.32
|
|
|
15,462
|
|
|
4.8
|
|
$
|
0.99
|
|
|
$3.01 to $6.00
|
|
17,580
|
|
|
9.1
|
|
4.54
|
|
|
50
|
|
|
6.5
|
|
5.82
|
|
|||
$6.01 to $9.00
|
|
1,210
|
|
|
5.5
|
|
7.66
|
|
|
711
|
|
|
4.1
|
|
7.68
|
|
|||
$9.01 to $12.00
|
|
950
|
|
|
9.0
|
|
10.57
|
|
|
202
|
|
|
6.3
|
|
9.92
|
|
|||
$12.01 to $15.00
|
718
|
|
718
|
|
|
5.6
|
|
13.12
|
|
|
420
|
|
|
3.0
|
|
13.34
|
|
||
$15.01 to $18.00
|
239
|
|
239
|
|
|
0.5
|
|
17.71
|
|
|
238
|
|
|
0.4
|
|
17.72
|
|
||
$18.01 to $21.00
|
192
|
|
192
|
|
|
5.2
|
|
19.88
|
|
|
192
|
|
|
5.2
|
|
19.88
|
|
||
$21.01 to $24.00
|
83
|
|
83
|
|
|
4.8
|
|
22.51
|
|
|
83
|
|
|
4.8
|
|
22.51
|
|
||
|
|
47,115
|
|
|
7.1
|
|
$
|
3.25
|
|
|
17,358
|
|
|
4.7
|
|
$
|
2.22
|
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
50
|
%
|
|
44
|
%
|
|
48
|
%
|
Risk-free interest rate
|
2.0
|
%
|
|
0.8
|
%
|
|
1.2
|
%
|
Expected term
|
5.5 years
|
|
|
3.2 years
|
|
|
3.7 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
RSUs
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
|
(Shares in thousands)
|
|||||
Converted Angie's List RSUs in connection with the Combination
|
4,957
|
|
|
$
|
12.46
|
|
Granted
|
489
|
|
|
12.58
|
|
|
Vested
|
(1,574
|
)
|
|
12.46
|
|
|
Forfeited
|
(977
|
)
|
|
12.46
|
|
|
Unvested at December 31, 2017
|
2,895
|
|
|
$
|
12.48
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
North America
|
$
|
678,897
|
|
|
$
|
461,847
|
|
|
$
|
329,867
|
|
Europe
|
57,489
|
|
|
37,043
|
|
|
31,334
|
|
|||
Total
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Operating (Loss) Income:
|
|
|
|
|
|
||||||
North America
|
$
|
(128,483
|
)
|
|
$
|
32,464
|
|
|
$
|
2,311
|
|
Europe
|
(19,388
|
)
|
|
(8,406
|
)
|
|
(3,879
|
)
|
|||
Total
|
$
|
(147,871
|
)
|
|
$
|
24,058
|
|
|
$
|
(1,568
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA
(a)
:
|
|
|
|
|
|
||||||
North America
|
$
|
50,182
|
|
|
$
|
50,088
|
|
|
$
|
18,184
|
|
Europe
|
(11,019
|
)
|
|
(5,542
|
)
|
|
(1,471
|
)
|
|||
Total
|
$
|
39,163
|
|
|
$
|
44,546
|
|
|
$
|
16,713
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
North America
|
$
|
24,214
|
|
|
$
|
14,672
|
|
|
$
|
9,933
|
|
Europe
|
2,623
|
|
|
1,988
|
|
|
237
|
|
|||
Total
|
$
|
26,837
|
|
|
$
|
16,660
|
|
|
$
|
10,170
|
|
(a)
|
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 amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments, and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and long-term related party debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to ANGI Homeservices Inc.'s statement of operations of certain expenses.
|
(b)
|
Consistent with the Company's primary metric (described in (a) above), the Company excludes, if applicable, property and equipment, goodwill and intangible assets from the measure of segment assets presented above.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Marketplace:
|
|
|
|
|
|
||||||
Consumer connection revenue
(c)
|
$
|
521,481
|
|
|
$
|
382,466
|
|
|
$
|
269,309
|
|
Membership subscription revenue
|
56,135
|
|
|
43,573
|
|
|
24,164
|
|
|||
Other revenue
|
3,798
|
|
|
2,827
|
|
|
3,423
|
|
|||
Marketplace revenue
|
581,414
|
|
|
428,866
|
|
|
296,896
|
|
|||
Advertising & Other revenue
(d)
|
97,483
|
|
|
32,981
|
|
|
32,971
|
|
|||
North America
|
678,897
|
|
|
461,847
|
|
|
329,867
|
|
|||
Consumer connection revenue
(c)
|
40,009
|
|
|
28,124
|
|
|
23,298
|
|
|||
Membership subscription revenue
|
16,596
|
|
|
7,936
|
|
|
6,921
|
|
|||
Advertising and other revenue
|
884
|
|
|
983
|
|
|
1,115
|
|
|||
Europe
|
57,489
|
|
|
37,043
|
|
|
31,334
|
|
|||
Revenue
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
(c)
|
Fees paid by service professionals for consumer matches.
|
(d)
|
Includes Angie's List revenue from service professionals under contract for advertising and Angie's List membership subscription fees from consumers, as well as revenue from mHelpDesk, HomeStars and Felix.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
672,159
|
|
|
$
|
461,372
|
|
|
$
|
329,117
|
|
All other countries
|
64,227
|
|
|
37,518
|
|
|
32,084
|
|
|||
Total
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
49,356
|
|
|
$
|
21,775
|
|
All other countries
|
3,936
|
|
|
1,870
|
|
||
Total
|
$
|
53,292
|
|
|
$
|
23,645
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Operating
loss |
|
Stock-based
compensation |
|
Depreciation
|
|
Amortization
of intangibles |
|
Adjusted EBITDA
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
North America
|
$
|
(128,483
|
)
|
|
$
|
147,574
|
|
|
$
|
13,243
|
|
|
$
|
17,848
|
|
|
$
|
50,182
|
|
Europe
|
(19,388
|
)
|
|
1,656
|
|
|
1,300
|
|
|
5,413
|
|
|
(11,019
|
)
|
|||||
Total
|
(147,871
|
)
|
|
$
|
149,230
|
|
|
$
|
14,543
|
|
|
$
|
23,261
|
|
|
$
|
39,163
|
|
|
Interest expense—third party
|
(1,765
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense—related party
|
(5,971
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other income, net
|
1,974
|
|
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(153,633
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Income tax benefit
|
49,106
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
(104,527
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
1,409
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to ANGI Homeservices Inc. shareholders
|
$
|
(103,118
|
)
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Operating
income (loss) |
|
Stock-based
compensation |
|
Depreciation
|
|
Amortization
of intangibles |
|
Adjusted
EBITDA |
||||||||||
|
(In thousands)
|
||||||||||||||||||
North America
|
$
|
32,464
|
|
|
$
|
7,126
|
|
|
$
|
7,996
|
|
|
$
|
2,502
|
|
|
$
|
50,088
|
|
Europe
|
(8,406
|
)
|
|
1,790
|
|
|
423
|
|
|
651
|
|
|
(5,542
|
)
|
|||||
Total
|
24,058
|
|
|
$
|
8,916
|
|
|
$
|
8,419
|
|
|
$
|
3,153
|
|
|
$
|
44,546
|
|
|
Interest expense—third party
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense—related party
|
(894
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other expense, net
|
(699
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Earnings before income taxes
|
22,465
|
|
|
|
|
|
|
|
|
|
|||||||||
Income tax provision
|
(11,834
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings
|
10,631
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
2,497
|
|
|
|
|
|
|
|
|
|
|||||||||
Net earnings attributable to ANGI Homeservices Inc. shareholders
|
$
|
13,128
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Operating
income (loss) |
|
Stock-based
compensation |
|
Depreciation
|
|
Amortization
of intangibles |
|
Adjusted
EBITDA |
||||||||||
|
(In thousands)
|
||||||||||||||||||
North America
|
$
|
2,311
|
|
|
$
|
6,758
|
|
|
$
|
5,768
|
|
|
$
|
3,347
|
|
|
$
|
18,184
|
|
Europe
|
(3,879
|
)
|
|
1,095
|
|
|
825
|
|
|
488
|
|
|
(1,471
|
)
|
|||||
Total
|
(1,568
|
)
|
|
$
|
7,853
|
|
|
$
|
6,593
|
|
|
$
|
3,835
|
|
|
$
|
16,713
|
|
|
Interest expense—third party
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense—related party
|
(272
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other expense, net
|
(398
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(2,238
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Income tax provision
|
(1,758
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
(3,996
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
2,671
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to ANGI Homeservices Inc. shareholders
|
$
|
(1,325
|
)
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Segment assets
|
|
Property and equipment, net
|
|
Goodwill
|
|
Indefinite-lived intangible assets
|
|
Definite-lived
intangible assets, net |
|
Total assets
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
North America
|
$
|
253,582
|
|
|
$
|
49,487
|
|
|
$
|
696,291
|
|
|
$
|
140,034
|
|
|
$
|
169,054
|
|
|
$
|
1,308,448
|
|
Europe
|
10,868
|
|
|
3,805
|
|
|
73,935
|
|
|
13,413
|
|
|
6,070
|
|
|
108,091
|
|
||||||
Total
|
$
|
264,450
|
|
|
$
|
53,292
|
|
|
$
|
770,226
|
|
|
$
|
153,447
|
|
|
$
|
175,124
|
|
|
$
|
1,416,539
|
|
Add: Deferred tax assets
(e)
|
|
|
|
|
|
|
|
|
|
|
50,723
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
$
|
1,467,262
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Segment assets
|
|
Property and equipment, net
|
|
Goodwill
|
|
Indefinite-lived intangible assets
|
|
Definite-lived
intangible assets, net |
|
Total assets
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
North America
|
$
|
24,630
|
|
|
$
|
21,775
|
|
|
$
|
140,930
|
|
|
$
|
600
|
|
|
$
|
2,454
|
|
|
$
|
190,389
|
|
Europe
|
50,249
|
|
|
1,870
|
|
|
30,060
|
|
|
4,284
|
|
|
3,454
|
|
|
89,917
|
|
||||||
Total
|
$
|
74,879
|
|
|
$
|
23,645
|
|
|
$
|
170,990
|
|
|
$
|
4,884
|
|
|
$
|
5,908
|
|
|
$
|
280,306
|
|
Add: Deferred tax assets
(e)
|
|
|
|
|
|
|
|
|
|
|
15,211
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
$
|
295,517
|
|
(e)
|
Total segment assets differ from total assets on a consolidated basis as a result of unallocated deferred tax assets.
|
Years ending December 31,
|
|
(In thousands)
|
||
2018
|
|
$
|
11,090
|
|
2019
|
|
13,728
|
|
|
2020
|
|
10,859
|
|
|
2021
|
|
9,578
|
|
|
2022
|
|
8,306
|
|
|
Thereafter
|
|
32,820
|
|
|
Total
|
|
$
|
86,381
|
|
|
|
Amount of commitment expiration per period
|
||||||||||
|
|
Less than
1 Year
|
|
1 to 3 years
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
Purchase obligations
|
|
$
|
831
|
|
|
$
|
650
|
|
|
$
|
1,481
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest—third party
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest—related party
|
6,169
|
|
|
417
|
|
|
262
|
|
|||
Income tax payments, including amounts paid to IAC for ANGI Homeservices share of IAC's consolidated tax liability
|
1,700
|
|
|
8,820
|
|
|
3,424
|
|
|||
Income tax refunds
|
(402
|
)
|
|
(263
|
)
|
|
(657
|
)
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash transfers (from) to IAC related to its centrally managed U.S. treasury management function, acquisitions and cash expenses paid by IAC on behalf of HomeAdvisor, net
|
$
|
(80,368
|
)
|
|
$
|
(363
|
)
|
|
$
|
8,801
|
|
Taxes
|
38,162
|
|
|
(5,968
|
)
|
|
(3,281
|
)
|
|||
Interest income
(a)
|
656
|
|
|
278
|
|
|
86
|
|
|||
Allocation of general and administrative expense
|
(4,789
|
)
|
|
(4,247
|
)
|
|
(2,598
|
)
|
|||
Net (increase) decrease in IAC’s investment in HomeAdvisor
|
$
|
(46,339
|
)
|
|
$
|
(10,300
|
)
|
|
$
|
3,008
|
|
(a)
|
Interest expense on long-term debt—related party is not included.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Promissory note due October 14, 2023
|
$
|
—
|
|
|
$
|
42,000
|
|
Promissory note due August 29, 2018
|
—
|
|
|
5,000
|
|
||
Other
|
2,813
|
|
|
2,838
|
|
||
Total long-term debt—related party
|
2,813
|
|
|
49,838
|
|
||
Less: Current portion of long-term debt—related party
|
816
|
|
|
2,838
|
|
||
Total long-term debt—related party, net
|
$
|
1,997
|
|
|
$
|
47,000
|
|
Years Ending December 31,
|
|
(In thousands)
|
||
2018
|
|
$
|
816
|
|
2019
|
|
1,495
|
|
|
2020
|
|
502
|
|
|
Total long-term debt—related party
|
|
$
|
2,813
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
10,937
|
|
|
$
|
6,456
|
|
Other
|
1,835
|
|
|
2,283
|
|
||
Other current assets
|
$
|
12,772
|
|
|
$
|
8,739
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Property and equipment, net of accumulated depreciation and amortization:
|
|
|
|
||||
Computer equipment and capitalized software
|
$
|
41,853
|
|
|
$
|
27,309
|
|
Buildings and leasehold improvements
|
13,984
|
|
|
6,075
|
|
||
Furniture and other equipment
|
6,222
|
|
|
3,140
|
|
||
Projects in progress
|
12,801
|
|
|
5,198
|
|
||
Land
|
2,800
|
|
|
—
|
|
||
|
77,660
|
|
|
41,722
|
|
||
Accumulated depreciation and amortization
|
(24,368
|
)
|
|
(18,077
|
)
|
||
Property and equipment, net of accumulated depreciation and amortization
|
$
|
53,292
|
|
|
$
|
23,645
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
30,354
|
|
|
$
|
14,379
|
|
Accrued advertising expense
|
17,243
|
|
|
8,209
|
|
||
Other
|
27,574
|
|
|
11,850
|
|
||
Accrued expenses and other current liabilities
|
$
|
75,171
|
|
|
$
|
34,438
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net
|
$
|
1,974
|
|
|
$
|
(699
|
)
|
|
$
|
(398
|
)
|
|
|
Year Ended December 31, 2017
|
||
|
|
(In thousands)
|
||
Transaction and integration related costs
|
|
$
|
44,101
|
|
Stock-based compensation expense
|
|
122,066
|
|
|
Total
|
|
$
|
166,167
|
|
|
|
December 31, 2017
|
||
|
|
(In thousands)
|
||
Charges incurred
|
|
$
|
44,101
|
|
Payments made
|
|
(35,621
|
)
|
|
Accrual as of December 31
|
|
$
|
8,480
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Transaction and Integration Related Costs
|
|
Stock-based Compensation Expense
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling and marketing expense
|
7,430
|
|
|
24,416
|
|
|
31,846
|
|
|||
General and administrative expense
|
36,120
|
|
|
83,420
|
|
|
119,540
|
|
|||
Product development expense
|
551
|
|
|
14,230
|
|
|
14,781
|
|
|||
Total
|
$
|
44,101
|
|
|
$
|
122,066
|
|
|
$
|
166,167
|
|
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended
September 30
(a)
|
|
Quarter Ended
December 31
(b)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
150,745
|
|
|
$
|
180,711
|
|
|
$
|
181,717
|
|
|
$
|
223,213
|
|
Cost of revenue
|
6,830
|
|
|
7,562
|
|
|
7,999
|
|
|
11,682
|
|
||||
Operating income (loss)
|
1,388
|
|
|
(2,836
|
)
|
|
(112,505
|
)
|
|
(33,918
|
)
|
||||
Net earnings (loss)
|
25,887
|
|
|
(25
|
)
|
|
(72,158
|
)
|
|
(58,231
|
)
|
||||
Net earnings (loss) attributable to ANGI Homeservices Inc. shareholders
|
26,613
|
|
|
254
|
|
|
(71,761
|
)
|
|
(58,224
|
)
|
||||
Per share information attributable to ANGI Homeservices Inc. shareholders:
|
|||||||||||||||
Basic earnings (loss) per share
(c)
|
$
|
0.06
|
|
|
$
|
0.00
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.12
|
)
|
Diluted earnings (loss) per share
(c)
|
$
|
0.06
|
|
|
$
|
0.00
|
|
|
$
|
(0.17
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended
September 30
|
|
Quarter Ended
December 31
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
111,489
|
|
|
$
|
130,173
|
|
|
$
|
133,560
|
|
|
$
|
123,668
|
|
Cost of revenue
|
5,994
|
|
|
6,745
|
|
|
6,826
|
|
|
6,293
|
|
||||
Operating (loss) income
|
(514
|
)
|
|
9,513
|
|
|
8,843
|
|
|
6,216
|
|
||||
Net (loss) earnings
|
(1,244
|
)
|
|
5,351
|
|
|
4,468
|
|
|
2,056
|
|
||||
Net (loss) earnings attributable to ANGI Homeservices Inc. shareholders
|
(677
|
)
|
|
6,010
|
|
|
5,075
|
|
|
2,720
|
|
||||
Per share information attributable to ANGI Homeservices Inc. shareholders:
|
|||||||||||||||
Basic (loss) earnings per share
(c)
|
$
|
(0.00
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Diluted (loss) earnings per share
(c)
|
$
|
(0.00
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
(a)
|
The third quarter of
2017
includes after-tax stock-based compensation expense of
$59.4 million
related primarily to the modification of previously issued HomeAdvisor vested awards, which were converted into ANGI Homeservices equity awards, and the acceleration of certain Angie’s List equity awards in connection with the Combination, as well as after-tax costs of
$17.0 million
related to the Combination.
|
(b)
|
The fourth quarter of
2017
includes after-tax stock-based compensation expense of
$15.6 million
related primarily to the modification of previously issued HomeAdvisor unvested awards, which were converted into ANGI Homeservices equity awards, the expense related to previously issued Angie's List equity awards and the acceleration of certain Angie's List equity awards resulting from the termination of employees in connection with the Combination, as well as after-tax costs of
$13.8 million
related to the Combination (including
$7.6 million
of deferred revenue write-offs).
|
(c)
|
Quarterly per share amounts may not add to the related annual per share amount because of differences in the average common shares outstanding during each period.
|
Schedule
Number
|
|
|
II
|
|
Valuation and Qualifying Accounts.
|
Exhibit Number
|
|
|
Description
|
|
Location
|
|
2.1
|
|
|
|
Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie's List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.
|
|
|
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.
|
|
|
3.2
|
|
|
|
Amended and Restated Bylaws of ANGI Homeservices Inc.
|
|
|
4.1
|
|
|
|
Investor Rights Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.
|
|
|
10.1
|
|
|
|
Contribution Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(1)
|
|
|
10.2
|
|
|
|
Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(1)
|
|
|
10.3
|
|
|
|
Tax Sharing Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.
|
|
|
10.4
|
|
|
|
Employee Matters Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(1)
|
|
|
10.5
|
|
|
|
ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(2)
|
|
|
10.6
|
|
|
|
Form of Notice and Terms and Conditions for Restricted Stock Units granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(2)
|
|
|
10.7
|
|
|
|
Form of Notice and Terms and Conditions for Stock Options granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(2)
|
|
|
10.8
|
|
|
|
Form of Terms and Conditions for Stock Appreciation Rights granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(2)
|
|
|
10.9
|
|
|
|
Employment Agreement between Chris Terrill and ANGI Homeservices Inc., dated as of September 28, 2017.(2)
|
|
|
10.10
|
|
|
|
Employment Agreement between William B. Ridenour and ANGI Homeservices Inc., dated as of August 24, 2017.(2)
|
|
|
10.11
|
|
|
|
Employment Agreement between Craig Smith and ANGI Homeservices Inc., dated as of August 24, 2017.(2)
|
|
|
10.12
|
|
|
|
Employment Agreement between Allison Lowrie and ANGI Homeservices Inc., dated as of August 24, 2017.(2)
|
|
|
10.13
|
|
|
|
Credit Agreement, dated as of November 1, 2017, by and among ANGI Homeservices Inc., as Borrower, the Lenders party from time to time thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
|
|
|
Subsidiaries of the Registrant as of December 31, 2017.(3)
|
|
|
|
|
|
|
Consent of Ernst & Young LLP.(3)
|
|
|
|
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(3)
|
|
|
|
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(3)
|
|
|
|
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
|
|
|
|
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
|
|
|
(1)
|
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
|
(2)
|
Reflects management contracts and management and director compensatory plans.
|
(3)
|
Filed herewith.
|
(4)
|
Furnished herewith.
|
March 14, 2018
|
|
ANGI Homeservices Inc.
|
||
|
|
By:
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
|
Glenn H. Schiffman
|
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ CHRIS TERRILL
|
|
Chief Executive Officer and Director
|
Chris Terrill
|
|
|
|
|
|
/s/ GLENN H. SCHIFFMAN
|
|
Chief Financial Officer and Director
|
Glenn H. Schiffman
|
|
|
|
|
|
/s/ MICHAEL H. SCHWERDTMAN
|
|
Vice President, Principal Accounting Officer
|
Michael H. Schwerdtman
|
|
|
|
|
|
/s/ JOSPEPH LEVIN
|
|
Chairman of the Board and Director
|
Joseph Levin
|
|
|
|
|
|
/s/ THOMAS R. EVANS
|
|
Director
|
Thomas R. Evans
|
|
|
|
|
|
/s/ ALESIA J. HAAS
|
|
Director
|
Alesia J. Haas
|
|
|
|
|
|
/s/ ANGELA R. HICKS BOWMAN
|
|
Director
|
Angela R. Hicks Bowman
|
|
|
|
|
|
|
|
|
/s/ MARK STEIN
|
|
Director
|
Mark Stein
|
|
|
|
|
|
/s/ SUZY WELCH
|
|
Director
|
Suzy Welch
|
|
|
|
|
|
/s/ GREGG WINIARSKI
|
|
Director
|
Gregg Winiarski
|
|
|
|
|
|
/s/ YILU ZHAO
|
|
Director
|
Yilu Zhao
|
|
|
|
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
9,177
|
|
|
$
|
27,514
|
|
(a)
|
$
|
271
|
|
|
$
|
(27,699
|
)
|
(b)
|
$
|
9,263
|
|
Deferred tax valuation allowance
|
14,180
|
|
|
42,310
|
|
(c)
|
5,073
|
|
(d)
|
—
|
|
|
61,563
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
8,171
|
|
|
$
|
17,425
|
|
(a)
|
$
|
(56
|
)
|
|
$
|
(16,363
|
)
|
(b)
|
$
|
9,177
|
|
Deferred tax valuation allowance
|
12,696
|
|
|
2,384
|
|
(e)
|
(900
|
)
|
(f)
|
—
|
|
|
14,180
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
6,861
|
|
|
$
|
13,234
|
|
(a)
|
$
|
(453
|
)
|
|
$
|
(11,471
|
)
|
(b)
|
$
|
8,171
|
|
Deferred tax valuation allowance
|
11,249
|
|
|
2,248
|
|
(e)
|
(801
|
)
|
(f)
|
—
|
|
|
12,696
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense. Additions to the revenue reserves are charged against revenue.
|
(b)
|
Write-off of fully reserved accounts receivable. The Company writes off accounts receivable when they are deemed uncollectible, primarily once 180 days past due.
|
(c)
|
Amount is primarily due to the establishment of foreign NOLs related to a recent acquisition.
|
(d)
|
Amount is related to acquired state NOLs and currency translation adjustments on foreign NOLs.
|
(e)
|
Amount is primarily related to federal and foreign NOLs.
|
(f)
|
Amount is related to currency translation adjustments on foreign NOLs.
|
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