Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001705110 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38220 | |
Entity Registrant Name | Angi Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-1204801 | |
Entity Address, Address Line One | 3601 Walnut Street | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80205 | |
City Area Code | 303 | |
Local Phone Number | 963-7200 | |
Entity Information, Former Legal or Registered Name | ANGI Homeservices Inc. | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 | |
Trading Symbol | ANGI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 82,445,011 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 421,958,021 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONSOLIDATED BALANCE SHEET (Una
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 777,041 | $ 812,705 |
Marketable debt securities | 49,995 | |
Accounts receivable, net of reserves of $28,908 and $27,839, respectively | 56,915 | 43,148 |
Other current assets | 74,037 | 71,958 |
Total current assets | 907,993 | 977,806 |
Capitalized software, leasehold improvements and equipment, net | 111,431 | 108,842 |
Goodwill | 891,286 | 891,797 |
Intangible assets, net | 204,626 | 209,717 |
Other non-current assets | 186,253 | 180,020 |
TOTAL ASSETS | 2,301,589 | 2,368,182 |
LIABILITIES: | ||
Accounts payable | 35,251 | 30,805 |
Deferred revenue | 57,675 | 54,654 |
Accrued expenses and other current liabilities | 154,394 | 148,219 |
Total current liabilities | 247,320 | 233,678 |
Long-term debt, net | 705,987 | 712,277 |
Deferred income taxes | 1,315 | 1,296 |
Other long-term liabilities | 108,416 | 111,710 |
Redeemable noncontrolling interests | 4,608 | 26,364 |
Commitments and contingencies | ||
SHAREHOLDERS’ EQUITY: | ||
Additional paid-in capital | 1,333,294 | 1,379,469 |
Retained earnings | 11,680 | 9,749 |
Accumulated other comprehensive income | 4,623 | 4,637 |
Treasury stock, 16,320 and 15,905 shares, respectively | (126,997) | (122,081) |
Total Angi Inc. shareholders’ equity | 1,223,120 | 1,272,290 |
Noncontrolling interests | 10,823 | 10,567 |
Total shareholders’ equity | 1,233,943 | 1,282,857 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,301,589 | 2,368,182 |
Class A common stock, $0.001 par value; authorized 2,000,000 shares; issued 98,408 and 94,283 shares, respectively, and outstanding 82,088 and 78,333, respectively | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | 98 | 94 |
Class B convertible common stock, $0.001 par value; authorized 1,500,000 shares; 421,958 and 421,862 shares issued and outstanding | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | 422 | 422 |
Class C common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEET (U_2
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance and reserves | $ 28,908 | $ 27,839 |
Treasury stock (shares) | 16,320,000 | 15,905,000 |
Class A Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (shares) | 98,408,000 | 82,088,000 |
Common stock outstanding (shares) | 94,283,000 | 78,333,000 |
Class B Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock issued (shares) | 421,958,000 | 421,862,000 |
Common stock outstanding (shares) | 421,958,000 | 421,862,000 |
Class C Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock issued (shares) | 0 | 0 |
Common stock outstanding (shares) | 0 | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 387,029 | $ 343,650 |
Operating costs and expenses: | ||
Cost of revenue (exclusive of depreciation shown separately below) | 53,828 | 33,229 |
Selling and marketing expense | 205,840 | 189,959 |
General and administrative expense | 88,162 | 94,556 |
Product development expense | 18,047 | 17,084 |
Depreciation | 15,969 | 12,138 |
Amortization of intangibles | 5,074 | 12,980 |
Total operating costs and expenses | 386,920 | 359,946 |
Operating income (loss) | 109 | (16,296) |
Interest expense | (6,617) | (2,274) |
Other (expense) income, net | (767) | 421 |
Loss before income taxes | (7,275) | (18,149) |
Income tax benefit | 9,289 | 8,965 |
Net earnings (loss) | 2,014 | (9,184) |
Net (earnings) loss attributable to noncontrolling interests | (83) | 226 |
Net earnings (loss) attributable to Angi Inc. shareholders | $ 1,931 | $ (8,958) |
Per share information attributable to Angi Inc. shareholders: | ||
Basic earnings (loss) per share (USD per share) | $ 0 | $ (0.02) |
Diluted earnings (loss) per share (USD per share) | $ 0 | $ (0.02) |
Stock-based compensation expense by function: | ||
Stock-Based Compensation Expense | $ 2,034 | $ 25,575 |
Selling and marketing expense | ||
Stock-based compensation expense by function: | ||
Stock-Based Compensation Expense | 1,017 | 1,003 |
General and administrative expense | ||
Stock-based compensation expense by function: | ||
Stock-Based Compensation Expense | 84 | 22,980 |
Product development expense | ||
Stock-based compensation expense by function: | ||
Stock-Based Compensation Expense | $ 933 | $ 1,592 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $ 2,014 | $ (9,184) |
Other comprehensive income (loss): | ||
Change in foreign currency translation adjustment | 679 | (6,568) |
Comprehensive income (loss) | 2,693 | (15,752) |
Components of comprehensive (income) loss attributable to noncontrolling interests: | ||
Net (earnings) loss attributable to noncontrolling interests | (83) | 226 |
Change in foreign currency translation adjustment attributable to noncontrolling interests | (693) | (46) |
Comprehensive (income) loss attributable to noncontrolling interests | (776) | 180 |
Comprehensive income (loss) attributable to Angi Inc. shareholders | $ 1,917 | $ (15,572) |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Total ANGI Homeservices Inc. Shareholders' Equity | Redeemable Noncontrolling Interests | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2019 | $ 26,663 | |||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||
Net (loss) earnings | (275) | |||||||||
Other comprehensive (loss) income | 99 | |||||||||
Stock-based compensation expense | 15 | |||||||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | 476 | |||||||||
Balance at end of period at Mar. 31, 2020 | 23,813 | |||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 1,323,552 | $ 1,314,288 | $ 87 | $ 422 | $ 1,357,075 | $ 16,032 | $ (1,379) | $ (57,949) | $ 9,264 | |
Balance at beginning of period (shares) at Dec. 31, 2019 | 87,007 | 421,570 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net (loss) earnings | (8,909) | (8,958) | (8,958) | 49 | ||||||
Other comprehensive (loss) income | (6,667) | (6,614) | (6,614) | (53) | ||||||
Stock-based compensation expense | 22,211 | 22,211 | 22,211 | |||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (2,552) | (2,552) | $ 1 | (2,553) | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 617 | |||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement | (791) | (791) | (791) | |||||||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 187 | |||||||||
Purchase of treasury stock | (38,971) | (38,971) | (38,971) | |||||||
Purchase of redeemable noncontrolling interests | (3,165) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | (476) | (476) | (476) | |||||||
Adjustment pursuant to the tax sharing agreement | 3,613 | 3,613 | 3,613 | |||||||
Balance at end of period at Mar. 31, 2020 | 1,291,010 | 1,281,750 | $ 88 | $ 422 | 1,379,079 | 7,074 | (7,993) | (96,920) | 9,260 | |
Balance at end of period (shares) at Mar. 31, 2020 | 87,624 | 421,757 | ||||||||
Balance at beginning of period at Dec. 31, 2020 | 26,364 | 26,364 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||
Net (loss) earnings | (60) | |||||||||
Other comprehensive (loss) income | 580 | |||||||||
Stock-based compensation expense | 0 | |||||||||
Purchase of redeemable noncontrolling interests | (22,938) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | 662 | |||||||||
Balance at end of period at Mar. 31, 2021 | 4,608 | 4,608 | ||||||||
Balance at beginning of period at Dec. 31, 2020 | 1,282,857 | 1,272,290 | $ 94 | $ 422 | 1,379,469 | 9,749 | 4,637 | (122,081) | 10,567 | |
Balance at beginning of period (shares) at Dec. 31, 2020 | 94,238 | 421,862 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net (loss) earnings | 2,074 | 1,931 | 1,931 | 143 | ||||||
Other comprehensive (loss) income | 99 | (14) | (14) | 113 | ||||||
Stock-based compensation expense | 2,542 | 2,542 | 2,542 | |||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (48,051) | (48,051) | $ 1 | (48,052) | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 1,591 | |||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement | 0 | $ 3 | (3) | |||||||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 2,579 | 96 | ||||||||
Purchase of treasury stock | (4,916) | (4,916) | (4,916) | |||||||
Purchase of redeemable noncontrolling interests | $ (22,938) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | (662) | (662) | (662) | |||||||
Balance at end of period at Mar. 31, 2021 | $ 1,233,943 | $ 1,223,120 | $ 98 | $ 422 | $ 1,333,294 | $ 11,680 | $ 4,623 | $ (126,997) | $ 10,823 | |
Balance at end of period (shares) at Mar. 31, 2021 | 98,408 | 421,958 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 2,014 | $ (9,184) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 2,034 | 25,575 |
Amortization of intangibles | 5,074 | 12,980 |
Provision for credit losses | 19,118 | 17,807 |
Depreciation | 15,969 | 12,138 |
Deferred income taxes | (10,268) | (8,348) |
Impairment of long-lived assets | 1,854 | 0 |
Revenue reserves | 2,910 | 2,140 |
Other adjustments, net | 2,235 | 1,076 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Accounts receivable | (34,638) | (21,226) |
Other assets | 573 | 3,043 |
Accounts payable and other liabilities | 4,539 | 21,008 |
Income taxes payable and receivable | 938 | (873) |
Deferred revenue | 2,993 | (230) |
Net cash provided by operating activities | 15,345 | 55,906 |
Cash flows from investing activities: | ||
Capital expenditures | (18,743) | (13,236) |
Proceeds from maturities of marketable debt securities | 50,000 | |
Net proceeds from the sale of a business | 0 | 767 |
Net cash provided by (used in) investing activities | 31,257 | (12,469) |
Cash flows from financing activities: | ||
Principal payments on Term Loan | (6,875) | (3,438) |
Purchase of treasury stock | (4,916) | (38,512) |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (48,168) | (3,222) |
Purchase of noncontrolling interests | (22,938) | (3,165) |
Net cash used in financing activities | (82,897) | (48,337) |
Total cash used | (36,295) | (4,900) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 384 | (1,327) |
Net decrease in cash and cash equivalents and restricted cash | (35,911) | (6,227) |
Cash and cash equivalents and restricted cash at beginning of period | 813,561 | 391,478 |
Cash and cash equivalents and restricted cash at end of period | $ 777,650 | $ 385,251 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Class A Common Stock | Common Stock | ||
Common stock, par value (USD per share) | 0.001 | |
Class B Common Stock | ||
Common stock, par value (USD per share) | 0.001 | 0.001 |
Class B Common Stock | Common Stock | ||
Common stock, par value (USD per share) | 0.001 | |
Class C Common Stock | ||
Common stock, par value (USD per share) | 0.001 | $ 0.001 |
Class C Common Stock | Common Stock | ||
Common stock, par value (USD per share) | $ 0.001 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Angi Inc. (the “Company”), formerly ANGI Homeservices Inc., connects quality home service professionals with consumers across 500 different categories, from repairing and remodeling homes to cleaning and landscaping. Over 250,000 domestic service professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms; and consumers turned to at least one of our brands to find a professional for approximately 34 million projects during the twelve months ended March 31, 2021. The Company has two operating segments (i) North America (United States and Canada), which includes HomeAdvisor, Angi (formerly Angie’s List), Handy, and HomeStars; and (ii) Europe, which includes Travaux, MyHammer, MyBuilder, Werkspot, and Instapro. As used herein, “Angi Inc.,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise). At March 31, 2021, IAC/InterActiveCorp (“IAC”) owned 84.2% and 98.2% of the economic interest and voting interest, respectively, of the Company. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) Angi Inc. and (ii) IAC and its subsidiaries, with the exception of a promissory note payable to a foreign subsidiary of IAC, are considered to be effectively settled for cash at the time the transaction is recorded. See “ Note 10—Related Party Transactions with IAC ” for additional information on transactions between Angi Inc. and IAC. For the purpose of these financial statements, income taxes have been computed as if Angi Inc. filed tax returns on a standalone, separate tax return basis. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement between the Company and IAC and the current tax provision computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital and as financing activities within the statement of cash flows. In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company's consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. COVID-19 Update The impact on the Company from the COVID-19 outbreak, which has been declared a “pandemic” by the World Health Organization, has been varied and volatile. The extent to which developments related to the COVID-19 outbreak and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the continuing spread of COVID-19, the development and implementation of effective preventative measures (including the global distribution of vaccines) and possible treatments, the scope of governmental and other restrictions on travel, discretionary services (including those provided by certain of our service professionals) and other activity, and public reactions to these developments. For example, these developments and measures have resulted in rapid and adverse changes to the operating environment in which we do business, as well as significant uncertainty concerning the near and long term economic ramifications of the COVID-19 outbreak, which have adversely impacted our ability to forecast our results and respond in a timely and effective manner to trends related to the COVID-19 outbreak. The longer the global outbreak and measures designed to curb the spread of the virus continue to adversely affect levels of consumer confidence, discretionary spending and the willingness of consumers to interact with other consumers, vendors and service providers face-to-face (and in turn, adversely affect demand for the Company’s various products and services), the greater the adverse impact is likely to be on the Company’s business, financial condition and results of operations and the more limited will be the Company’s ability to try and make up for delayed or lost revenues. Additionally, many service professionals’ businesses have been adversely impacted by labor and material constraints and many service professionals have limited capacity to take on new business, which has negatively impacted the Company’s ability to monetize on increased levels of service requests. Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents and marketable debt securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses and the determination of revenue reserves; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and capitalized software, leasehold improvements and equipment; the recoverability of goodwill and indefinite-lived intangible assets; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to the Company’s customers and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. The Company's disaggregated revenue disclosures are presented in “ Note 7—Segment Information .” Deferred Revenue Deferred revenue consists of payments that are received or are contractually due in advance of the Company’s performance. The Company classifies deferred revenue as current when the remaining term of the applicable subscription period or expected completion of the Company’s performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2020 were $54.7 million and $0.2 million, respectively. During the three months ended March 31, 2021, the Company recognized $34.4 million of revenue that was included in the deferred revenue balance as of December 31, 2020. During the three months ended March 31, 2020, the Company recognized $37.1 million of revenue that was included in the deferred revenue balance as of December 31, 2019. The current and non-current deferred revenue balances at March 31, 2021 are $57.7 million and $0.1 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Practical Expedients and Exemptions As permitted under the practical expedient available under ASC 606 Revenue from Contracts with Customers , the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which the Company has the right to invoice for services performed. For sales incentive programs where the customer relationship period is one year or less, the Company has elected the practical expedient to expense the costs as incurred. The amount of capitalized sales commissions where the initial customer relationship period is greater than one year is $49.2 million and $49.6 million at March 31, 2021 and December 31, 2020, respectively. The current and non-current capitalized sales commissions balances are included in “Other current assets” and “Other non-current assets” in the accompanying consolidated balance sheet and are $48.7 million and $49.2 million, and $0.5 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect on the results of operations, financial condition or cash flows of the Company. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, the income tax benefit and/or provision has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. The tax sharing agreement between the Company and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to the Company, entitlement to refunds, allocation of tax attributes and other matters and, therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital and as financing activities within the statement of cash flows. At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the Company’s tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision or benefit in the quarter in which the change occurs. For the three months ended March 31, 2021, the Company recorded an income tax benefit of $9.3 million due primarily to excess tax benefits generated by the exercise and vesting for stock-based awards. For the three months ended March 31, 2020, the Company recorded an income tax benefit of $9.0 million, which represents an effective income tax rate of 49% and is higher than the statutory rate of 21% due primarily to a $5.7 million reduction to deferred taxes due to the true-up of the state tax rate for an indefinite-lived intangible asset, partially offset by unbenefited foreign losses. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. There are currently no accruals for interest and penalties. The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax as a result of previously filed separate company and consolidated tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of IAC’s federal income tax returns for the years ended December 31, 2010 through 2017, which includes the operations of the Company. The statutes of limitations for the years 2010 through 2012 and for the years 2013 through 2017 have been extended to May 31, 2021 and June 30, 2022, respectively. Returns filed in various other jurisdictions are open to examination for various tax years beginning with 2009. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. At March 31, 2021 and December 31, 2020, the Company has unrecognized tax benefits of $5.6 million and $5.3 million, respectively; all of which are for tax positions included in IAC’s consolidated tax return filings. If unrecognized tax benefits at March 31, 2021 are subsequently recognized, the income tax provision would be reduced by $5.4 million. The comparable amount as of December 31, 2020 is $5.1 million. The Company believes it is reasonably possible that its unrecognized tax benefits could decrease by $0.5 million by March 31, 2022 due to settlements, all of which would reduce the income tax provision. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Marketable Debt Securities The Company did not hold any available-for-sale marketable debt securities at March 31, 2021. At December 31, 2020, current available-for-sale marketable debt securities were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Treasury discount notes $ 49,995 $ — $ — $ 49,995 Total available-for-sale marketable debt securities $ 49,995 $ — $ — $ 49,995 The contractual maturities of debt securities classified as current available-for-sale at December 31, 2020 were within one year. 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: March 31, 2021 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 552,024 $ — $ — $ 552,024 Treasury discount notes — 100,000 — 100,000 Time deposits — 1,586 — 1,586 Marketable debt securities: Treasury discount notes — — — — Total $ 552,024 $ 101,586 $ — $ 653,610 December 31, 2020 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 374,014 $ — $ — $ 374,014 Treasury discount notes — 324,995 — 324,995 Time deposits — 2,721 — 2,721 Marketable debt securities: Treasury discount notes — 49,995 — 49,995 Total $ 374,014 $ 377,711 $ — $ 751,725 Assets measured at fair value on a nonrecurring basis The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. 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: March 31, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value (In thousands) Long-term debt, net (a) $ (705,987) $ (710,692) $ (712,277) $ (725,700) ________________________ (a) At March 31, 2021 and December 31, 2020, the carrying value of long-term debt, net includes unamortized debt issuance costs of $7.1 million and $7.7 million, respectively . The fair value of long-term debt is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of: March 31, 2021 December 31, 2020 (In thousands) 3.875% ANGI Group Senior Notes due August 15, 2028 (“Senior Notes”); interest payable each February 15 and August 15, commencing February 15, 2021 $ 500,000 $ 500,000 ANGI Group Term Loan due November 5, 2023 213,125 220,000 Total long-term debt 713,125 720,000 Less: unamortized debt issuance costs 7,138 7,723 Total long-term debt, net $ 705,987 $ 712,277 ANGI Group Senior Notes The ANGI Group Senior Notes were issued on August 20, 2020. At any time prior to August 15, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices set forth in the indenture governing the notes, plus accrued and unpaid interest thereon, if any, to the applicable redemption date. The indenture governing the Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio (as defined in the indenture) exceeds 3.75 to 1.0. At March 31, 2021, there were no limitations pursuant thereto. ANGI Group Term Loan and ANGI Group Revolving Facility The outstanding balance of the ANGI Group Term Loan was $213.1 million and $220.0 million at March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, ANGI Group prepaid $6.9 million that was otherwise due in the first quarter of 2022, and as of May 6, 2021, the outstanding balance was repaid in its entirety. The Term Loan bore interest at LIBOR plus 2.00%, or 2.10% and 2.16% at March 31, 2021 and December 31, 2020, respectively. The ANGI Group Credit Agreement requires ANGI Group to maintain a consolidated net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0. The ANGI Group Credit Agreement also contains covenants that would limit ANGI Group’s ability to pay dividends, or make distributions in the event a default has occurred or ANGI Group’s consolidated net leverage ratio exceeds 4.25 to 1.0. At March 31, 2021, there were no limitations pursuant thereto. The $250.0 million ANGI Group Revolving Facility expires on November 5, 2023. At March 31, 2021 and December 31, 2020, there were no outstanding borrowings under the ANGI Group Revolving Facility. The commitment fee, which is based on ANGI Group's consolidated net leverage ratio most recently reported and the average daily dollar amount of the available revolving commitments, was 35 basis points at both March 31, 2021 and December 31, 2020. Any future borrowings under the ANGI Group Revolving Facility would bear interest, at ANGI Group’s option, at either a base rate or LIBOR, in each case plus an applicable margin, which is based on ANGI Group’s consolidated net leverage ratio. The financial and other covenants are the same as those for the ANGI Group Term Loan. The ANGI Group Senior Notes and the ANGI Group Credit Agreement are guaranteed by certain of ANGI Group’s wholly-owned material domestic subsidiaries and ANGI Group’s obligations under the ANGI Group Credit Agreement are secured by substantially all assets of ANGI Group and the guarantors, subject to certain exceptions. Outstanding borrowings under the ANGI Group Revolving Facility have priority over the ANGI Group Senior Notes to the extent of the value of the assets securing the borrowings under the ANGI Group Credit Agreement. Long-term Debt Maturities : Long-term debt maturities as of March 31, 2021 are summarized in the table below: Years Ending December 31, (In thousands) 2022 $ 20,625 2023 192,500 2028 500,000 Total 713,125 Less: unamortized debt issuance costs 7,138 Total long-term debt, net $ 705,987 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following tables present the components of accumulated other comprehensive income (loss): Three Months Ended March 31, 2021 Foreign Accumulated Other Comprehensive Income (In thousands) Balance at January 1 $ 4,637 $ 4,637 Other comprehensive loss (14) (14) Balance at March 31 $ 4,623 $ 4,623 Three Months Ended March 31, 2020 Foreign Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (1,379) $ (1,379) Other comprehensive loss (6,614) (6,614) Balance at March 31 $ (7,993) $ (7,993) |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Three Months Ended March 31, 2021 2020 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings (loss) $ 2,014 $ 2,014 $ (9,184) $ (9,184) Net (earnings) loss attributable to noncontrolling interests (83) (83) 226 226 Net earnings (loss) attributable to Angi Inc. Class A and Class B Common Stock shareholders $ 1,931 $ 1,931 $ (8,958) $ (8,958) Denominator: Weighted average basic Class A and Class B common stock shares outstanding 500,663 500,663 499,454 499,454 Dilutive securities (a) (b) (c) — 9,990 — — Denominator for earnings (loss) per share—weighted average shares 500,663 510,653 499,454 499,454 Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Earnings (loss) per share $ 0.00 $ 0.00 $ (0.02) $ (0.02) ________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock appreciation rights, stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the three months ended March 31, 2021, 5.2 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) Market-based awards and performance-based stock units are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and performance-based stock units are included in the denominator for earnings per share if (i) the applicable performance or market condition(s) has been met and (ii) the inclusion of the market-based award and performance-based stock units is dilutive for the respective reporting periods. For the three months ended March 31, 2021, 1.4 million shares underlying market-based awards and performance-based stock awards were excluded from the calculation of diluted earnings per share because the performance or market condition(s) had not been met. (c) For the three months ended March 31, 2020, the Company had a loss from operations and as a result, approximately 38.0 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 all earnings per share amounts. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONThe overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker views the businesses. In addition, we consider how the businesses are organized as to segment management; and the focus of the businesses with regards to the types of services or products offered or the target market. The following table presents revenue by reportable segment: Three Months Ended March 31, 2021 2020 (In thousands) Revenue: North America $ 361,041 $ 324,132 Europe 25,988 19,518 Total $ 387,029 $ 343,650 The following table presents the revenue of the Company’s segments disaggregated by type of service: Three Months Ended March 31, 2021 2020 (In thousands) North America Marketplace: Consumer connection revenue (a) $ 272,353 $ 239,830 Service professional membership subscription revenue 11,952 13,777 Other revenue 6,745 5,169 Total Marketplace revenue 291,050 258,776 Advertising and other revenue (b) 69,991 65,356 Total North America revenue 361,041 324,132 Europe Consumer connection revenue (c) 22,351 15,689 Service professional membership subscription revenue 3,328 3,299 Advertising and other revenue 309 530 Total Europe revenue 25,988 19,518 Total revenue $ 387,029 $ 343,650 ________________________ (a) Includes fees paid by service professionals for consumer matches and revenue from Angi Services sourced through the marketplace platforms. (b) Includes Angi revenue from service professionals under contract for advertising and Angi membership subscription fees from consumers, as well as revenue from HomeStars. (c) Includes fees paid by service professionals for consumer matches. Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below. Three Months Ended March 31, 2021 2020 (In thousands) Revenue United States $ 356,444 $ 319,821 All other countries 30,585 23,829 Total $ 387,029 $ 343,650 March 31, 2021 December 31, 2020 (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 101,151 $ 97,841 All other countries 10,280 11,001 Total $ 111,431 $ 108,842 The following tables present operating income (loss) and Adjusted EBITDA by reportable segment: Three Months Ended March 31, 2021 2020 (In thousands) Operating income (loss): North America $ 9,577 $ (8,108) Europe (9,468) (8,188) Total $ 109 $ (16,296) Three Months Ended March 31, 2021 2020 (In thousands) Adjusted EBITDA (d) : North America $ 31,165 $ 41,391 Europe $ (7,979) $ (6,994) ________________________ (d) The Company’s primary financial measure is Adjusted EBITDA, which is defined as operating income (loss) 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 the Company’s performance and that of its competitors. The above items are excluded from the Company’s Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. The following tables reconcile operating income (loss) for the Company’s reportable segments and net earnings (loss) attributable to Angi Inc. shareholders to Adjusted EBITDA: Three Months Ended March 31, 2021 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 9,577 $ 1,936 $ 14,578 $ 5,074 $ 31,165 Europe (9,468) $ 98 $ 1,391 $ — $ (7,979) Operating income (loss) 109 Interest expense (6,617) Other loss, net (767) Loss before income taxes (7,275) Income tax benefit 9,289 Net earnings 2,014 Net earnings attributable to noncontrolling interests (83) Net earnings attributable to Angi Inc. shareholders $ 1,931 Three Months Ended March 31, 2020 Operating Loss Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ (8,108) $ 25,312 $ 11,297 $ 12,890 $ 41,391 Europe (8,188) $ 263 $ 841 $ 90 $ (6,994) Operating loss (16,296) Interest expense (2,274) Other income, net 421 Loss before income taxes (18,149) Income tax benefit 8,965 Net loss (9,184) Net loss attributable to noncontrolling interests 226 Net loss attributable to Angi Inc. shareholders $ (8,958) |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENT DETAILS | CONSOLIDATED FINANCIAL STATEMENT DETAILS Cash and Cash Equivalents and Restricted Cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 (In thousands) Cash and cash equivalents $ 777,041 $ 812,705 $ 384,230 $ 390,565 Restricted cash included in other current assets 176 407 623 504 Restricted cash included in other non-current assets 433 449 398 409 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 777,650 $ 813,561 $ 385,251 $ 391,478 Restricted cash included in other current assets at March 31, 2021 and December 31, 2020 consisted of cash reserved to fund insurance claims and cash received from customers through the marketplace platforms, representing funds collected for payments to service providers, which were not settled as of the period end. Restricted cash included in other current assets at March 31, 2020 and December 31, 2019 primarily consisted of a deposit related to corporate credit cards. Restricted cash included in other non-current assets at March 31, 2021 and 2020 consisted of deposits related to leases. Credit Losses and Revenue Reserve The following table presents the changes in the credit loss reserve for the three months ended March 31, 2021 and 2020: 2021 2020 (In thousands) Balance at January 1 $ 26,046 $ 19,066 Current period provision for credit losses 19,118 17,070 Write-offs charged against the credit loss reserve (20,570) (16,298) Recoveries collected 758 737 Balance at March 31 $ 25,352 $ 20,575 The revenue reserve was $3.5 million and $1.8 million at March 31, 2021 and 2020, respectively. The total allowance for credit losses and revenue reserve was $28.9 million and $22.4 million as of March 31, 2021 and 2020, respectively. Accumulated Amortization and Depreciation The following table provides the accumulated amortization and depreciation within the consolidated balance sheet: Asset Category March 31, 2021 December 31, 2020 (In thousands) Right-of-use assets (included in “other non-current assets”) $ 46,446 $ 40,800 Capitalized software, leasehold improvements, and equipment $ 80,052 $ 95,438 Intangible assets, net $ 148,319 $ 162,627 Other (expense) income, net Three Months Ended March 31, 2021 2020 (In thousands) Interest income $ 97 $ 1,271 Foreign exchange losses (860) (423) Loss from acquisition/sale of a business (4) (427) Other (expense) income, net $ (767) $ 421 Loss from acquisition/sale of a business for the three months ended March 31, 2020 includes a $0.2 million mark-to-market charge for an indemnification claim related to the Handy acquisition that was settled in Angi Inc. shares during the first quarter of 2020 and a $0.2 million charge related to the final earn-out settlement related to the sale of Felix. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has not identified certain other legal matters where we believe an unfavorable outcome is probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “ Note 2—Income Taxes ” for additional information related to income tax contingencies. |
RELATED PARTY TRANSACTIONS WITH
RELATED PARTY TRANSACTIONS WITH IAC | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS WITH IAC | RELATED PARTY TRANSACTIONS WITH IAC Angi Inc. and IAC have entered into certain agreements to govern their relationship. These agreements include: a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement. For the three months ended March 31, 2021 and 2020, the company was charged $1.1 million and $1.2 million, respectively, by IAC for services rendered pursuant to the services agreement. At March 31, 2021, the Company had outstanding payables of less than $0.1 million due to IAC, pursuant to the services agreement. There were no outstanding receivables or payables pursuant to the services agreement as of December 31, 2020. Separately, the Company subleases office space to IAC and charged IAC $0.4 million of rent for both the three months ended March 31, 2021 and 2020. At March 31, 2021, there were no outstanding receivables pursuant to the sublease agreements. At December 31, 2020 there was an outstanding receivable of less than $0.1 million due from IAC pursuant to the sublease agreements, which was subsequently paid in full in the first quarter of 2021. At both March 31, 2021 and December 31, 2020, the Company had outstanding payables of $0.9 million, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the accompanying consolidated balance sheet. There were no payments to or refunds from IAC pursuant to this agreement during the three months ended March 31, 2021 and 2020. For the three months ended March 31, 2021 and 2020, 0.1 million and 0.2 million shares, respectively, of Angi Inc. Class B common stock were issued to IAC pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Angi Inc. employees. For the three months ended March 31, 2021, 2.6 million shares of Angi Inc. Class A common stock were issued to IAC pursuant to the |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSAs of May 6, 2021, the Company paid off the outstanding balance of the Term Loan of $213.1 million. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Angi Inc. (the “Company”), formerly ANGI Homeservices Inc., connects quality home service professionals with consumers across 500 different categories, from repairing and remodeling homes to cleaning and landscaping. Over 250,000 domestic service professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms; and consumers turned to at least one of our brands to find a professional for approximately 34 million projects during the twelve months ended March 31, 2021. The Company has two operating segments (i) North America (United States and Canada), which includes HomeAdvisor, Angi (formerly Angie’s List), Handy, and HomeStars; and (ii) Europe, which includes Travaux, MyHammer, MyBuilder, Werkspot, and Instapro. As used herein, “Angi Inc.,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise). At March 31, 2021, IAC/InterActiveCorp (“IAC”) owned 84.2% and 98.2% of the economic interest and voting interest, respectively, of the Company. |
Basis of Presentation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) Angi Inc. and (ii) IAC and its subsidiaries, with the exception of a promissory note payable to a foreign subsidiary of IAC, are considered to be effectively settled for cash at the time the transaction is recorded. See “ Note 10—Related Party Transactions with IAC ” for additional information on transactions between Angi Inc. and IAC. For the purpose of these financial statements, income taxes have been computed as if Angi Inc. filed tax returns on a standalone, separate tax return basis. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement between the Company and IAC and the current tax provision computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital and as financing activities within the statement of cash flows. In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company's consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. |
Basis of Consolidation | Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) Angi Inc. and (ii) IAC and its subsidiaries, with the exception of a promissory note payable to a foreign subsidiary of IAC, are considered to be effectively settled for cash at the time the transaction is recorded. See “ Note 10—Related Party Transactions with IAC ” for additional information on transactions between Angi Inc. and IAC. For the purpose of these financial statements, income taxes have been computed as if Angi Inc. filed tax returns on a standalone, separate tax return basis. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement between the Company and IAC and the current tax provision computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital and as financing activities within the statement of cash flows. In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company's consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. |
Accounting Estimates | Accounting Estimates Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents and marketable debt securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses and the determination of revenue reserves; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and capitalized software, leasehold improvements and equipment; the recoverability of goodwill and indefinite-lived intangible assets; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant. |
General Revenue Recognition | General Revenue Recognition Revenue is recognized when control of the promised services or goods is transferred to the Company’s customers and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. The Company's disaggregated revenue disclosures are presented in “ Note 7—Segment Information .” Deferred Revenue Deferred revenue consists of payments that are received or are contractually due in advance of the Company’s performance. The Company classifies deferred revenue as current when the remaining term of the applicable subscription period or expected completion of the Company’s performance obligation is one year or less. The current and non-current deferred revenue balances at December 31, 2020 were $54.7 million and $0.2 million, respectively. During the three months ended March 31, 2021, the Company recognized $34.4 million of revenue that was included in the deferred revenue balance as of December 31, 2020. During the three months ended March 31, 2020, the Company recognized $37.1 million of revenue that was included in the deferred revenue balance as of December 31, 2019. The current and non-current deferred revenue balances at March 31, 2021 are $57.7 million and $0.1 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Practical Expedients and Exemptions As permitted under the practical expedient available under ASC 606 Revenue from Contracts with Customers , the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which the Company has the right to invoice for services performed. |
Recent Accounting Pronouncements | Recent Accounting PronouncementsThere are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect on the results of operations, financial condition or cash flows of the Company. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Available-for-sale Debt Securities | At December 31, 2020, current available-for-sale marketable debt securities were as follows: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (In thousands) Treasury discount notes $ 49,995 $ — $ — $ 49,995 Total available-for-sale marketable debt securities $ 49,995 $ — $ — $ 49,995 |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: March 31, 2021 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 552,024 $ — $ — $ 552,024 Treasury discount notes — 100,000 — 100,000 Time deposits — 1,586 — 1,586 Marketable debt securities: Treasury discount notes — — — — Total $ 552,024 $ 101,586 $ — $ 653,610 December 31, 2020 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 374,014 $ — $ — $ 374,014 Treasury discount notes — 324,995 — 324,995 Time deposits — 2,721 — 2,721 Marketable debt securities: Treasury discount notes — 49,995 — 49,995 Total $ 374,014 $ 377,711 $ — $ 751,725 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: March 31, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value (In thousands) Long-term debt, net (a) $ (705,987) $ (710,692) $ (712,277) $ (725,700) ________________________ (a) At March 31, 2021 and December 31, 2020, the carrying value of long-term debt, net includes unamortized debt issuance costs of $7.1 million and $7.7 million, respectively . |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: March 31, 2021 December 31, 2020 (In thousands) 3.875% ANGI Group Senior Notes due August 15, 2028 (“Senior Notes”); interest payable each February 15 and August 15, commencing February 15, 2021 $ 500,000 $ 500,000 ANGI Group Term Loan due November 5, 2023 213,125 220,000 Total long-term debt 713,125 720,000 Less: unamortized debt issuance costs 7,138 7,723 Total long-term debt, net $ 705,987 $ 712,277 |
Schedule of Maturities of Long-term Debt | Long-term debt maturities as of March 31, 2021 are summarized in the table below: Years Ending December 31, (In thousands) 2022 $ 20,625 2023 192,500 2028 500,000 Total 713,125 Less: unamortized debt issuance costs 7,138 Total long-term debt, net $ 705,987 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables present the components of accumulated other comprehensive income (loss): Three Months Ended March 31, 2021 Foreign Accumulated Other Comprehensive Income (In thousands) Balance at January 1 $ 4,637 $ 4,637 Other comprehensive loss (14) (14) Balance at March 31 $ 4,623 $ 4,623 Three Months Ended March 31, 2020 Foreign Accumulated Other Comprehensive Loss (In thousands) Balance at January 1 $ (1,379) $ (1,379) Other comprehensive loss (6,614) (6,614) Balance at March 31 $ (7,993) $ (7,993) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Three Months Ended March 31, 2021 2020 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net earnings (loss) $ 2,014 $ 2,014 $ (9,184) $ (9,184) Net (earnings) loss attributable to noncontrolling interests (83) (83) 226 226 Net earnings (loss) attributable to Angi Inc. Class A and Class B Common Stock shareholders $ 1,931 $ 1,931 $ (8,958) $ (8,958) Denominator: Weighted average basic Class A and Class B common stock shares outstanding 500,663 500,663 499,454 499,454 Dilutive securities (a) (b) (c) — 9,990 — — Denominator for earnings (loss) per share—weighted average shares 500,663 510,653 499,454 499,454 Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Earnings (loss) per share $ 0.00 $ 0.00 $ (0.02) $ (0.02) ________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock appreciation rights, stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the three months ended March 31, 2021, 5.2 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) Market-based awards and performance-based stock units are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and performance-based stock units are included in the denominator for earnings per share if (i) the applicable performance or market condition(s) has been met and (ii) the inclusion of the market-based award and performance-based stock units is dilutive for the respective reporting periods. For the three months ended March 31, 2021, 1.4 million shares underlying market-based awards and performance-based stock awards were excluded from the calculation of diluted earnings per share because the performance or market condition(s) had not been met. (c) For the three months ended March 31, 2020, the Company had a loss from operations and as a result, approximately 38.0 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 all earnings per share amounts. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segmented Revenue Disaggregated by Service | The following table presents revenue by reportable segment: Three Months Ended March 31, 2021 2020 (In thousands) Revenue: North America $ 361,041 $ 324,132 Europe 25,988 19,518 Total $ 387,029 $ 343,650 The following table presents the revenue of the Company’s segments disaggregated by type of service: Three Months Ended March 31, 2021 2020 (In thousands) North America Marketplace: Consumer connection revenue (a) $ 272,353 $ 239,830 Service professional membership subscription revenue 11,952 13,777 Other revenue 6,745 5,169 Total Marketplace revenue 291,050 258,776 Advertising and other revenue (b) 69,991 65,356 Total North America revenue 361,041 324,132 Europe Consumer connection revenue (c) 22,351 15,689 Service professional membership subscription revenue 3,328 3,299 Advertising and other revenue 309 530 Total Europe revenue 25,988 19,518 Total revenue $ 387,029 $ 343,650 ________________________ (a) Includes fees paid by service professionals for consumer matches and revenue from Angi Services sourced through the marketplace platforms. (b) Includes Angi revenue from service professionals under contract for advertising and Angi membership subscription fees from consumers, as well as revenue from HomeStars. (c) Includes fees paid by service professionals for consumer matches. |
Schedule of Revenue from External Customers by Geographic Areas | Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below. Three Months Ended March 31, 2021 2020 (In thousands) Revenue United States $ 356,444 $ 319,821 All other countries 30,585 23,829 Total $ 387,029 $ 343,650 |
Schedule of Revenue and Long-lived Assets by Geographic Areas | March 31, 2021 December 31, 2020 (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 101,151 $ 97,841 All other countries 10,280 11,001 Total $ 111,431 $ 108,842 |
Schedule of Segment Reporting Information | The following tables present operating income (loss) and Adjusted EBITDA by reportable segment: Three Months Ended March 31, 2021 2020 (In thousands) Operating income (loss): North America $ 9,577 $ (8,108) Europe (9,468) (8,188) Total $ 109 $ (16,296) Three Months Ended March 31, 2021 2020 (In thousands) Adjusted EBITDA (d) : North America $ 31,165 $ 41,391 Europe $ (7,979) $ (6,994) ________________________ (d) The Company’s primary financial measure is Adjusted EBITDA, which is defined as operating income (loss) 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 the Company’s performance and that of its competitors. The above items are excluded from the Company’s Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses. |
Schedule of Reconciliation of Operating Income to Adjusted EBITDA | The following tables reconcile operating income (loss) for the Company’s reportable segments and net earnings (loss) attributable to Angi Inc. shareholders to Adjusted EBITDA: Three Months Ended March 31, 2021 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 9,577 $ 1,936 $ 14,578 $ 5,074 $ 31,165 Europe (9,468) $ 98 $ 1,391 $ — $ (7,979) Operating income (loss) 109 Interest expense (6,617) Other loss, net (767) Loss before income taxes (7,275) Income tax benefit 9,289 Net earnings 2,014 Net earnings attributable to noncontrolling interests (83) Net earnings attributable to Angi Inc. shareholders $ 1,931 Three Months Ended March 31, 2020 Operating Loss Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ (8,108) $ 25,312 $ 11,297 $ 12,890 $ 41,391 Europe (8,188) $ 263 $ 841 $ 90 $ (6,994) Operating loss (16,296) Interest expense (2,274) Other income, net 421 Loss before income taxes (18,149) Income tax benefit 8,965 Net loss (9,184) Net loss attributable to noncontrolling interests 226 Net loss attributable to Angi Inc. shareholders $ (8,958) |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 (In thousands) Cash and cash equivalents $ 777,041 $ 812,705 $ 384,230 $ 390,565 Restricted cash included in other current assets 176 407 623 504 Restricted cash included in other non-current assets 433 449 398 409 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 777,650 $ 813,561 $ 385,251 $ 391,478 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 (In thousands) Cash and cash equivalents $ 777,041 $ 812,705 $ 384,230 $ 390,565 Restricted cash included in other current assets 176 407 623 504 Restricted cash included in other non-current assets 433 449 398 409 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 777,650 $ 813,561 $ 385,251 $ 391,478 |
Schedule of Allowance for Credit Loss | The following table presents the changes in the credit loss reserve for the three months ended March 31, 2021 and 2020: 2021 2020 (In thousands) Balance at January 1 $ 26,046 $ 19,066 Current period provision for credit losses 19,118 17,070 Write-offs charged against the credit loss reserve (20,570) (16,298) Recoveries collected 758 737 Balance at March 31 $ 25,352 $ 20,575 |
Schedule of Accumulated Amortization and Depreciation | The following table provides the accumulated amortization and depreciation within the consolidated balance sheet: Asset Category March 31, 2021 December 31, 2020 (In thousands) Right-of-use assets (included in “other non-current assets”) $ 46,446 $ 40,800 Capitalized software, leasehold improvements, and equipment $ 80,052 $ 95,438 Intangible assets, net $ 148,319 $ 162,627 |
Schedule of Other (Expense) Income, Net | Three Months Ended March 31, 2021 2020 (In thousands) Interest income $ 97 $ 1,271 Foreign exchange losses (860) (423) Loss from acquisition/sale of a business (4) (427) Other (expense) income, net $ (767) $ 421 |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) professional in Thousands, $ in Thousands, project in Millions | 3 Months Ended | ||
Mar. 31, 2021USD ($)professionalcategorysegmentproject | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Noncontrolling Interest [Line Items] | |||
Number of service categories | category | 500 | ||
Number of service professionals (over) | professional | 250 | ||
Number of projects (more than) | project | 34 | ||
Number of operating segments | segment | 2 | ||
Current deferred revenue | $ 57,675 | $ 54,654 | |
Noncurrent deferred revenue | 100 | 200 | |
Deferred revenue recognized during period | 34,400 | $ 37,100 | |
Current capitalized sales commissions | 49,200 | 49,600 | |
Noncurrent capitalized sales commissions | 48,700 | 500 | |
Noncurrent capitalized sales commissions | $ 49,200 | $ 400 | |
Angi | Class B Common Stock | IAC | |||
Noncontrolling Interest [Line Items] | |||
Economic interest (as a percent) | 84.20% | ||
Voting interest (as a percent) | 98.20% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision (benefit) | $ (9,289) | $ (8,965) | |
Effective income tax rate (as a percent) | 49.00% | ||
Reduction to deferred taxes | $ (5,700) | ||
Unrecognized tax benefits, including interest | 5,600 | $ 5,300 | |
Unrecognized tax benefits that if subsequently recognized would reduce income tax expense | 5,400 | $ 5,100 | |
Decrease in unrecognized tax benefits is reasonably possible | $ 500 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 49,995 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 49,995 | |
Treasury discount notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 49,995 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 0 | $ 49,995 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable debt securities | $ 49,995 | |
Total | $ 653,610 | 751,725 |
Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 0 | 49,995 |
Money market funds | ||
Assets: | ||
Cash equivalents | 552,024 | 374,014 |
Treasury discount notes | ||
Assets: | ||
Cash equivalents | 100,000 | 324,995 |
Time deposits | ||
Assets: | ||
Cash equivalents | 1,586 | 2,721 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total | 552,024 | 374,014 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 0 | 0 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 552,024 | 374,014 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Treasury discount notes | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Time deposits | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total | 101,586 | 377,711 |
Significant Other Observable Inputs (Level 2) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 0 | 49,995 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Treasury discount notes | ||
Assets: | ||
Cash equivalents | 100,000 | 324,995 |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets: | ||
Cash equivalents | 1,586 | 2,721 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Treasury discount notes | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Time deposits | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net | $ (705,987) | $ (712,277) |
Unamortized debt issuance costs | 7,100 | 7,700 |
Fair value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net | $ (710,692) | $ (725,700) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Total long-term debt | $ 713,125 | $ 720,000 |
Less: unamortized debt issuance costs | 7,138 | 7,723 |
Total long-term debt, net | 705,987 | 712,277 |
3.875% Senior Notes | Senior Notes | ||
Debt Instrument | ||
Total long-term debt | $ 500,000 | 500,000 |
Interest rate, stated percentage | 3.875% | |
Term Loan | Term Loan | ||
Debt Instrument | ||
Total long-term debt | $ 213,125 | 220,000 |
Total long-term debt, net | $ 213,100 | $ 220,000 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 05, 2018USD ($) | |
Debt Instrument | |||
Outstanding balance | $ 705,987,000 | $ 712,277,000 | |
3.875% Senior Notes | Senior Notes | |||
Debt Instrument | |||
Leverage ratio, maximum | 3.75 | ||
Term Loan | Term Loan | |||
Debt Instrument | |||
Outstanding balance | $ 213,100,000 | $ 220,000,000 | |
Prepaid debt principal payments | $ 6,900,000 | ||
Basis spread on variable rate (as a percent) | 2.10% | 2.16% | |
Term Loan | Term Loan | Minimum | |||
Debt Instrument | |||
Interest coverage ratio (not less than) | 2 | ||
Leverage ratio limiting ability to pay dividends, make distributions or repurchase stock | 4.25 | ||
Term Loan | Term Loan | Maximum | |||
Debt Instrument | |||
Net leverage ratio (not more than) | 4.5 | ||
Term Loan | Term Loan | LIBOR | |||
Debt Instrument | |||
Basis spread on variable rate (as a percent) | 2.00% | 2.00% | |
Credit Facility | Revolving Credit Facility | |||
Debt Instrument | |||
Maximum borrowing capacity of credit facility | $ 250,000,000 | ||
Outstanding borrowings under credit facility | $ 0 | $ 0 | |
Commitment fee rate (as a percent) | 0.35% | 0.35% |
LONG-TERM DEBT - Long-term Debt
LONG-TERM DEBT - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 20,625 | |
2023 | 192,500 | |
2028 | 500,000 | |
Total | 713,125 | $ 720,000 |
Less: unamortized debt issuance costs | 7,138 | 7,723 |
Total long-term debt, net | $ 705,987 | $ 712,277 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | $ 1,272,290,000 | |
Balance at end of period | 1,223,120,000 | |
Income tax provision (benefit) | (9,289,000) | $ (8,965,000) |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | 4,637,000 | (1,379,000) |
Other comprehensive loss | (14,000) | (6,614,000) |
Balance at end of period | 4,623,000 | (7,993,000) |
Accumulated Other Comprehensive Income | ||
Accumulated Other Comprehensive Income (Loss) | ||
Balance at beginning of period | 4,637,000 | (1,379,000) |
Other comprehensive loss | (14,000) | (6,614,000) |
Balance at end of period | 4,623,000 | (7,993,000) |
Income tax provision (benefit) | $ 0 | $ 0 |
EARNINGS (LOSS) PER SHARE - Sum
EARNINGS (LOSS) PER SHARE - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net earnings (loss) | $ 2,014 | $ (9,184) |
Net (earnings) loss attributable to noncontrolling interests | (83) | 226 |
Net earnings (loss) attributable to Angi Inc. Class A and Class B Common Stock shareholders | $ 1,931 | $ (8,958) |
Weighted average basic shares outstanding (shares) | 500,663 | 499,454 |
Dilutive securities (shares) | 9,990 | 0 |
Weighted average diluted shares outstanding (shares) | 510,653 | 499,454 |
Earnings per share attributable to ANGI Homeservices Inc. shareholders: | ||
Basic earnings (loss) per share (USD per share) | $ 0 | $ (0.02) |
Diluted earnings (loss) per share (USD per share) | $ 0 | $ (0.02) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 38,000 | |
Stock appreciation rights, stock options, subsidiary denominated equity, and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 5,200 | |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 1,400 |
SEGMENT INFORMATION - Segmented
SEGMENT INFORMATION - Segmented Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | $ 387,029 | $ 343,650 |
North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 361,041 | 324,132 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 25,988 | 19,518 |
Marketplace revenue | North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 291,050 | 258,776 |
Consumer connection revenue | North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 272,353 | 239,830 |
Service professional membership subscription revenue | North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 11,952 | 13,777 |
Other revenue | North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 6,745 | 5,169 |
Advertising and other revenue | North America | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 69,991 | 65,356 |
Advertising and other revenue | Europe | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 309 | 530 |
Consumer connection revenue | Europe | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | 22,351 | 15,689 |
Service professional membership subscription revenue | Europe | ||
Segment Reporting Information [Line Items] | ||
Revenue from contracts with customers | $ 3,328 | $ 3,299 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue and Long-lived Assets by Geography | |||
Revenue | $ 387,029 | $ 343,650 | |
Long-lived assets (excluding goodwill and intangible assets): | 111,431 | $ 108,842 | |
United States | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 356,444 | 319,821 | |
Long-lived assets (excluding goodwill and intangible assets): | 101,151 | 97,841 | |
All other countries | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 30,585 | $ 23,829 | |
Long-lived assets (excluding goodwill and intangible assets): | $ 10,280 | $ 11,001 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | $ 109 | $ (16,296) |
North America | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | 9,577 | (8,108) |
Adjusted EBITDA | 31,165 | 41,391 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | (9,468) | (8,188) |
Adjusted EBITDA | $ (7,979) | $ (6,994) |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Other Significant Reconciling Item | ||
Operating Income (Loss) | $ 109 | $ (16,296) |
Stock-Based Compensation Expense | 2,034 | 25,575 |
Amortization of Intangibles | 5,074 | 12,980 |
Interest expense | (6,617) | (2,274) |
Other income, net | (767) | 421 |
Loss before income taxes | (7,275) | (18,149) |
Income tax benefit | 9,289 | 8,965 |
Net earnings (loss) | 2,014 | (9,184) |
Net (earnings) loss attributable to noncontrolling interests | (83) | 226 |
Net earnings (loss) attributable to Angi Inc. shareholders | 1,931 | (8,958) |
North America | ||
Segment Reporting, Other Significant Reconciling Item | ||
Operating Income (Loss) | 9,577 | (8,108) |
Stock-Based Compensation Expense | 1,936 | 25,312 |
Depreciation | 14,578 | 11,297 |
Amortization of Intangibles | 5,074 | 12,890 |
Adjusted EBITDA | 31,165 | 41,391 |
Europe | ||
Segment Reporting, Other Significant Reconciling Item | ||
Operating Income (Loss) | (9,468) | (8,188) |
Stock-Based Compensation Expense | 98 | 263 |
Depreciation | 1,391 | 841 |
Amortization of Intangibles | 0 | 90 |
Adjusted EBITDA | $ (7,979) | $ (6,994) |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 777,041 | $ 812,705 | $ 384,230 | $ 390,565 |
Restricted cash included in other current assets | 176 | 407 | 623 | 504 |
Restricted cash included in other non-current assets | 433 | 449 | 398 | 409 |
Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows | $ 777,650 | $ 813,561 | $ 385,251 | $ 391,478 |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at January 1 | $ 26,046 | $ 19,066 | |
Current period provision for credit losses | 19,118 | 17,070 | |
Write-offs charged against the credit loss reserve | (20,570) | (16,298) | |
Recoveries collected | 758 | 737 | |
Balance at March 31 | 25,352 | 20,575 | |
Revenue reserve | 3,500 | 1,800 | |
Allowance and reserves | $ 28,908 | $ 22,400 | $ 27,839 |
CONSOLIDATED FINANCIAL STATEM_5
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Accumulated Amortization and Depreciation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Depreciation, Depletion and Amortization [Abstract] | ||
Right-of-use assets (included in “other non-current assets”) | $ 46,446 | $ 40,800 |
Capitalized software, leasehold improvements, and equipment | 80,052 | 95,438 |
Intangible assets, net | $ 148,319 | $ 162,627 |
CONSOLIDATED FINANCIAL STATEM_6
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest income | $ 97 | $ 1,271 |
Foreign exchange losses | (860) | (423) |
Loss from acquisition/sale of a business | (4) | (427) |
Other (expense) income, net | $ (767) | 421 |
Mark-to-market loss related for an indemnification claim related to the Handy acquisition | (200) | |
Charge related to final earn-out settlement related to sale of Felix | $ 200 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency reserve | $ 0 |
RELATED PARTY TRANSACTIONS WI_2
RELATED PARTY TRANSACTIONS WITH IAC - Narrative (Details) - IAC - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Services Agreement | |||
Related Party Transaction [Line Items] | |||
Charges for services rendered pursuant to the services agreement | $ 1,100,000 | $ 1,200,000 | |
Outstanding payables due | 100,000 | $ 0 | |
Outstanding receivable due | 0 | ||
Sublease Agreement | |||
Related Party Transaction [Line Items] | |||
Outstanding receivable due | 0 | $ 100,000 | |
Revenue from related parties | 400,000 | 400,000 | |
Tax Sharing Agreement | |||
Related Party Transaction [Line Items] | |||
Outstanding payables due | 900,000 | 900,000 | |
Distribution to IAC pursuant to the tax sharing agreement | $ 0 | $ 0 | |
Employee Matters Agreement | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares received from related party pursuant to employee matters agreement (shares) | 100,000 | 200,000 | |
Employee Matters Agreement | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares received from related party pursuant to employee matters agreement (shares) | 2,600,000 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | May 06, 2021USD ($) |
Term Loan | Term Loan | Subsequent Event | |
Subsequent Event [Line Items] | |
Repayments of debt | $ 213.1 |