Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 11, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 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 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 | ||
Trading Symbol | ANGI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,076,847,384 | ||
Documents Incorporated by Reference | Portions of the Registrant's proxy statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III herein. | ||
Entity Central Index Key | 0001705110 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 79,607,313 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 422,019,247 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 428,136 | $ 812,705 |
Marketable debt securities | 0 | 49,995 |
Accounts receivable, net of reserves of $36,360 and $27,839, respectively | 84,387 | 43,148 |
Other current assets | 70,548 | 71,958 |
Total current assets | 583,071 | 977,806 |
Capitalized software, leasehold improvements and equipment, net | 118,267 | 108,842 |
Goodwill | 916,039 | 891,797 |
Intangible assets, net | 193,826 | 209,717 |
Deferred income taxes | 122,693 | 85,746 |
Other non-current assets, net | 76,245 | 94,274 |
TOTAL ASSETS | 2,010,141 | 2,368,182 |
LIABILITIES: | ||
Accounts payable | 38,860 | 30,805 |
Deferred revenue | 53,834 | 54,654 |
Accrued expenses and other current liabilities | 183,815 | 148,219 |
Total current liabilities | 276,509 | 233,678 |
Long-term debt, net | 494,552 | 712,277 |
Deferred income taxes | 1,883 | 1,296 |
Other long-term liabilities | 91,670 | 111,710 |
Redeemable noncontrolling interests | 0 | 26,364 |
Commitments and contingencies | ||
SHAREHOLDERS’ EQUITY: | ||
Additional paid-in capital | 1,350,457 | 1,379,469 |
(Accumulated deficit) retained earnings | (61,629) | 9,749 |
Accumulated other comprehensive income | 3,309 | 4,637 |
Treasury stock, 19,167 and 15,905 shares, respectively | (158,040) | (122,081) |
Total Angi Inc. shareholders’ equity | 1,134,619 | 1,272,290 |
Noncontrolling interests | 10,908 | 10,567 |
Total shareholders’ equity | 1,145,527 | 1,282,857 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,010,141 | 2,368,182 |
Class A Common Stock | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | 100 | 94 |
Class B Common Stock | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | 422 | 422 |
Class C Common Stock | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance for credit loss | $ 36,360 | $ 27,839 |
Treasury stock (shares) | 19,167,000 | 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) | 99,745,000 | 94,238,000 |
Common stock outstanding (shares) | 80,578,000 | 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) | 422,019,000 | 421,862,000 |
Common stock outstanding (shares) | 422,019,000 | 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 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,685,438 | $ 1,467,925 | $ 1,326,205 |
Operating costs and expenses: | |||
Cost of revenue (exclusive of depreciation shown separately below) | 325,880 | 173,281 | 46,493 |
Selling and marketing expense | 883,643 | 762,590 | 733,223 |
General and administrative expense | 405,819 | 374,096 | 348,247 |
Product development expense | 70,933 | 68,803 | 64,200 |
Depreciation | 59,246 | 52,621 | 39,915 |
Amortization of intangibles | 16,430 | 42,902 | 55,482 |
Total operating costs and expenses | 1,761,951 | 1,474,293 | 1,287,560 |
Operating (loss) income | (76,513) | (6,368) | 38,645 |
Interest expense | (23,485) | (14,178) | (11,493) |
Other (expense) income, net | (2,509) | 1,218 | 6,494 |
(Loss) earnings before income taxes | (102,507) | (19,328) | 33,646 |
Income tax benefit | 32,013 | 15,168 | 1,668 |
Net (loss) earnings | (70,494) | (4,160) | 35,314 |
Net earnings attributable to noncontrolling interests | (884) | (2,123) | (485) |
Net (loss) earnings attributable to Angi Inc. shareholders | $ (71,378) | $ (6,283) | $ 34,829 |
Per share information attributable to Angi Inc. shareholders: | |||
Basic (loss) earnings per share (USD per share) | $ (0.14) | $ (0.01) | $ 0.07 |
Diluted (loss) earnings per share (USD per share) | $ (0.14) | $ (0.01) | $ 0.07 |
Stock-based compensation expense by function: | |||
Stock-based compensation expense | $ 28,702 | $ 83,649 | $ 68,255 |
Selling and marketing expense | |||
Stock-based compensation expense by function: | |||
Stock-based compensation expense | 4,064 | 4,662 | 3,717 |
General and administrative expense | |||
Stock-based compensation expense by function: | |||
Stock-based compensation expense | 19,768 | 73,846 | 56,475 |
Product development expense | |||
Stock-based compensation expense by function: | |||
Stock-based compensation expense | $ 4,870 | $ 5,141 | $ 8,063 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) earnings | $ (70,494) | $ (4,160) | $ 35,314 |
Other comprehensive (loss) income: | |||
Change in foreign currency translation adjustment | (1,219) | 6,827 | 399 |
Change in unrealized gains and losses on available-for-sale marketable debt securities | 0 | 0 | (3) |
Other comprehensive (loss) income | (1,219) | 6,827 | 396 |
Comprehensive (loss) income | (71,713) | 2,667 | 35,710 |
Components of comprehensive income attributable to noncontrolling interests: | |||
Net earnings attributable to noncontrolling interests | (884) | (2,123) | (485) |
Change in foreign currency translation adjustment attributable to noncontrolling interests | (109) | (811) | 86 |
Comprehensive income attributable to noncontrolling interests | (993) | (2,934) | (399) |
Comprehensive (loss) income attributable to Angi Inc. shareholders | $ (72,706) | $ (267) | $ 35,311 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Total Angi Inc. Shareholders' Equity | Redeemable Noncontrolling Interests | Common StockClass A Common Stock $0.001 Par Value | Common StockClass B Convertible Common Stock $0.001 Par Value | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2018 | $ 18,163 | |||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||
Net earnings (loss) | 142 | |||||||||
Other comprehensive income (loss) | 39 | |||||||||
Stock-based compensation expense | 148 | |||||||||
Purchase of noncontrolling interests | (71) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | 8,242 | |||||||||
Balance at end of period at Dec. 31, 2019 | 26,663 | |||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 1,321,987 | $ 1,312,941 | $ 81 | $ 421 | $ 1,333,097 | $ (18,797) | $ (1,861) | $ 0 | $ 9,046 | |
Balance at beginning of period (shares) at Dec. 31, 2018 | 80,515 | 421,118 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net (loss) earnings | 35,172 | 34,829 | 34,829 | 343 | ||||||
Other comprehensive income (loss) | 357 | 482 | 482 | (125) | ||||||
Stock-based compensation expense | 65,815 | 65,815 | 65,815 | |||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (32,957) | (32,957) | $ 6 | (32,963) | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 6,492 | |||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement | (1,765) | (1,765) | $ 1 | (1,766) | ||||||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 452 | |||||||||
Purchase of treasury stock | (57,949) | (57,949) | (57,949) | |||||||
Adjustment pursuant to the tax sharing agreement | 1,151 | 1,151 | 1,151 | |||||||
Adjustment of redeemable noncontrolling interests to fair value | (8,242) | (8,242) | (8,242) | |||||||
Other | (17) | (17) | (17) | |||||||
Balance at end 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 end of period (shares) at Dec. 31, 2019 | 87,007 | 421,570 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||
Net earnings (loss) | 767 | |||||||||
Purchase of noncontrolling interests | (3,165) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | 1,645 | |||||||||
Balance at end of period at Dec. 31, 2020 | 26,364 | 26,364 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net (loss) earnings | (4,927) | (6,283) | (6,283) | 1,356 | ||||||
Other comprehensive income (loss) | 6,388 | 6,016 | 439 | 6,016 | 372 | |||||
Stock-based compensation expense | 85,267 | 85,267 | 15 | 85,267 | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (62,697) | (62,697) | $ 7 | (62,704) | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 7,231 | |||||||||
Issuance of common stock to IAC pursuant to the employee matters agreement | (1,445) | (1,445) | (1,445) | |||||||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 292 | |||||||||
Purchase of treasury stock | (64,132) | (64,132) | (64,132) | |||||||
Adjustment pursuant to the tax sharing agreement | 3,613 | 3,613 | 3,613 | |||||||
Purchase of noncontrolling interests | (1,115) | (1,115) | ||||||||
Adjustment of redeemable noncontrolling interests to fair value | (1,645) | (1,645) | (1,645) | |||||||
Other | (2) | (692) | (692) | 690 | ||||||
Balance at end 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 end of period (shares) at Dec. 31, 2020 | 94,238 | 421,862 | ||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | ||||||||||
Net earnings (loss) | (23) | |||||||||
Other comprehensive income (loss) | 515 | |||||||||
Purchase of noncontrolling interests | (28,318) | |||||||||
Adjustment of redeemable noncontrolling interests to fair value | 1,462 | |||||||||
Balance at end of period at Dec. 31, 2021 | 0 | $ 0 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net (loss) earnings | (70,471) | (71,378) | (71,378) | 907 | ||||||
Other comprehensive income (loss) | (1,734) | (1,328) | (1,328) | (406) | ||||||
Stock-based compensation expense | 33,057 | 33,057 | 33,057 | |||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | (61,223) | (61,223) | $ 3 | (61,226) | ||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (shares) | 2,919 | |||||||||
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) | 2,588 | 157 | ||||||||
Purchase of treasury stock | (35,959) | (35,959) | (35,959) | |||||||
Purchase of noncontrolling interests | (160) | (160) | ||||||||
Adjustment of redeemable noncontrolling interests to fair value | (430) | (430) | (430) | |||||||
Other | (410) | (410) | (410) | |||||||
Balance at end of period at Dec. 31, 2021 | $ 1,145,527 | $ 1,134,619 | $ 100 | $ 422 | $ 1,350,457 | $ (61,629) | $ 3,309 | $ (158,040) | $ 10,908 | |
Balance at end of period (shares) at Dec. 31, 2021 | 99,745 | 422,019 |
CONSOLIDATED STATEMENT OF SHA_2
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class A Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | |
Class A Common Stock $0.001 Par Value | Common Stock | |||
Common stock, par value (USD per share) | 0.001 | 0.001 | $ 0.001 |
Class B Convertible Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | 0.001 | 0.001 | |
Class B Convertible Common Stock $0.001 Par Value | Common Stock | |||
Common stock, par value (USD per share) | 0.001 | 0.001 | 0.001 |
Class C Common Stock $0.001 Par Value | |||
Common stock, par value (USD per share) | 0.001 | 0.001 | |
Class C Common Stock $0.001 Par Value | Common Stock | |||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (70,494,000) | $ (4,160,000) | $ 35,314,000 |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Provision for credit losses | 88,076,000 | 78,229,000 | 64,278,000 |
Stock-based compensation expense | 28,702,000 | 83,649,000 | 68,255,000 |
Depreciation | 59,246,000 | 52,621,000 | 39,915,000 |
Amortization of intangibles | 16,430,000 | 42,902,000 | 55,482,000 |
Deferred income taxes | (36,306,000) | (15,278,000) | (3,250,000) |
Impairment of long-lived and right-of-use assets | 12,671,000 | 169,000 | 30,000 |
Non-cash lease expense | 12,880,000 | 13,659,000 | 12,318,000 |
Revenue reserves | 8,569,000 | 10,251,000 | 5,934,000 |
Other adjustments, net | 5,107,000 | 1,702,000 | 2,241,000 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | |||
Accounts receivable | (115,379,000) | (79,830,000) | (78,954,000) |
Other assets | 923,000 | (7,672,000) | 1,064,000 |
Accounts payable and other liabilities | 14,018,000 | 30,597,000 | 24,332,000 |
Operating lease liabilities | (16,847,000) | (13,391,000) | (10,705,000) |
Income taxes payable and receivable | 232,000 | (1,243,000) | 1,650,000 |
Deferred revenue | (1,619,000) | (3,786,000) | (3,743,000) |
Net cash provided by operating activities | 6,209,000 | 188,419,000 | 214,161,000 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (25,607,000) | (2,264,000) | (20,341,000) |
Capital expenditures | (70,215,000) | (52,488,000) | (68,804,000) |
Purchases of marketable debt securities | 0 | (99,977,000) | 0 |
Proceeds from maturities of marketable debt securities | 50,000,000 | 50,000,000 | 25,000,000 |
Net proceeds from the sale of a business | 750,000 | 731,000 | 23,615,000 |
Proceeds from sale of fixed assets | 0 | 20,000 | 0 |
Other, net | 0 | 24,000 | (103,000) |
Net cash used in investing activities | (45,072,000) | (103,954,000) | (40,633,000) |
Cash flows from financing activities: | |||
Proceeds from the issuance of Senior Notes | 0 | 500,000,000 | 0 |
Principal payments on Term Loan | (220,000,000) | (27,500,000) | (13,750,000) |
Debt issuance costs | 0 | (6,484,000) | 0 |
Principal payments on related party debt | 0 | 0 | (1,008,000) |
Purchase of treasury stock | (35,403,000) | (63,674,000) | (56,905,000) |
Proceeds from the exercise of stock options | 0 | 0 | 573,000 |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (61,908,000) | (64,079,000) | (35,284,000) |
Distribution from IAC pursuant to the tax sharing agreement | 0 | 3,071,000 | (11,355,000) |
Purchase of noncontrolling interests | (27,857,000) | (4,281,000) | (71,000) |
Other, net | 0 | 0 | (3,732,000) |
Net cash (used in) provided by financing activities | (345,168,000) | 337,053,000 | (121,532,000) |
Total cash (used) provided | (384,031,000) | 421,518,000 | 51,996,000 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (45,000) | 565,000 | 661,000 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (384,076,000) | 422,083,000 | 52,657,000 |
Cash and cash equivalents and restricted cash at beginning of period | 813,561,000 | 391,478,000 | 338,821,000 |
Cash and cash equivalents and restricted cash at end of period | $ 429,485,000 | $ 813,561,000 | $ 391,478,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Nature of Operations Angi Inc., formerly ANGI Homeservices, Inc., (“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. During the year ended December 31, 2021, over 240,000 domestic service professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms. Additionally, consumers turned to at least one of our brands to find a service professional for approximately 33 million projects during the year ended December 31, 2021. The Company has two operating segments: (i) North America (United States and Canada), which includes Angi Ads, Angi Leads and Angi Services; and (ii) Europe. The brands operate as follows: Angi Ads (formerly Angie’s List) brand, Angi Leads (formerly HomeAdvisor) brand, and the Angi Services (Handy and Angi Roofing) brand. As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise). At December 31, 2021, IAC/InterActiveCorp (“IAC”) owned 84.5% and 98.2% of the economic interest and voting interest, respectively, of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 are considered to be effectively settled for cash at the time the transaction is recorded. See “ Note 1 4 —Related Party Transactions with IAC ” for additional information on transactions between Angi Inc. and IAC. COVID-19 Update The impact on the Company from the COVID-19 pandemic and the measures designed to contain its spread has been varied and volatile. As previously disclosed, the initial impact of COVID-19 on the Company initially resulted in a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects). While we experienced a rebound in service requests in the second half of 2020 and through early 2021, service requests did start to decline in May 2021 compared to the comparable months of 2020 as a result of the surge in 2020 and due to impacts of the brand integration initiative launched in March 2021. Moreover, 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 continue to negatively impact our ability to monetize the slightly increased level of service requests. Although our ability to monetize service requests rebounded modestly in the second half 2021, we still have not returned to levels we experienced pre-COVID-19. No assurances can be provided that we will continue to be able to improve monetization, or that service professionals’ businesses and, as a consequence, our revenue and profitability will not be adversely impacted in the future. The extent to which developments related to the COVID-19 pandemic 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 severity of resurgences of COVID-19 caused by variant strains of the virus, the effectiveness of vaccines and attitudes toward receiving them, materials and supply chain constraints, labor shortages, the scope of governmental and other restrictions on travel, discretionary services and other activity, and public reactions to these developments. 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 determination of the customer relationship period for certain costs to obtain a contract with a customer; 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. Revenue Recognition The Company’s disaggregated revenue disclosures are presented in “ Note 1 1 —Segment Information .” The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Revenue is primarily derived from consumer connection revenue, which comprises fees paid by Angi Leads service professionals for consumer matches (regardless of whether the service professional ultimately provides the requested service). Consumer connection revenue varies based upon several factors, including the service requested, product experience offered and geographic location of service. Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice. The Company maintains revenue reserves for potential credits issued to Angi Leads services providers. Revenue is also derived from (i) sales of time-based website, mobile and call center advertising to service professionals, (ii) Angi Leads service professional membership subscription fees, (iii) membership subscription fees from consumers, (iv) service warranty subscription and other services and (v) revenue from completed jobs sourced through the Angi Services platforms. Angi service professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the service professional, with the average advertising contract term being approximately one year. Angi website, mobile and call center advertising revenue is recognized ratably over the contract term. Revenue from the sale of advertising in the Angie’s List Magazine is recognized in the period in which the publication is distributed. Service professional membership subscription revenue is initially deferred upon receipt of payment and is recognized using the straight-line method over the applicable subscription period, which is typically one year. Angi prepaid consumer membership subscription fees are recognized as revenue using the straight-line method over the term of the applicable subscription period, which is typically one year. Consumers typically pay when a job is scheduled through the Angi Services platform, or when the job is completed for Angi Roofing. Billing practices are governed by the contract terms of each project as negotiated with the consumer. Billings do not necessarily correlate with revenue recognized over time as this is based on the timing of when the consumer receives the promised services. Prior to January 1, 2020, Handy recorded revenue on a net basis. Effective January 1, 2020, the Company modified the Handy terms and conditions so that Handy, rather than the service professional, has the contractual relationship with the consumer to deliver the service and Handy, rather than the consumer, has the contractual relationship with the service professional. Consumers request services and pay for such services directly through the Handy platform and then Handy fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. This change in contractual terms requires gross revenue accounting treatment was effective January 1, 2020 and resulted in an increase in revenue of $73.8 million during the year ended December 31, 2020. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services or goods, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASC 606, applicable to such contracts and does not consider the time value of money. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers, which are directly observable or based on an estimate if not directly observable. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs, meet the requirements to be capitalized as a cost of obtaining a contract. Capitalized sales commissions are amortized over the estimated customer relationship period. The Company calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. 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. During the years ended December 31, 2021 and 2020 and the Company recognized expense of $84.7 million and $64.8 million, respectively, related to the amortization of these costs. The current contract assets are $38.0 million and $49.2 million at December 31, 2021, and 2020, respectively. The non-current contract asset balances are $1.1 million and $0.4 million at December 31, 2021 and 2020, respectively. The current and non-current contract assets are included in “Other current assets” and “Other non-current assets,” respectively, in the accompanying consolidated balance sheet. Performance Obligations As permitted under the practical expedient available under ASC 606, 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 we have the right to invoice for services performed. Accounts Receivables, Net of Credit Loss and Revenue Reserves Accounts receivable include amounts billed and currently due from customers. The credit loss reserve is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the specific customer’s ability to pay its obligation. The time between the Company’s issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. The Company also maintains reserves for potential credits issued to service professionals or other revenue adjustments. The amounts of these revenue reserves are based primarily upon historical experience. Credit Losses and Revenue Reserve The following table presents the changes in the credit loss reserve for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 (In thousands) Balance at January 1 $ 26,046 $ 19,066 Current period provision for credit losses 88,076 78,229 Write-offs charged against the credit loss reserve (82,911) (73,682) Recoveries collected 2,441 2,433 Balance at December 31 $ 33,652 $ 26,046 The revenue reserve was $2.7 million and $1.8 million at December 31, 2021 and 2020, respectively. The total credit loss and revenue reserve was $36.4 million and $27.8 million as of December 31, 2021 and 2020. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of its performance obligation is one year or less. During the years ended December 31, 2021 and 2020, the Company recognized $54.5 million and $57.6 million of revenue that was included in the deferred revenue balance as of December 31, 2020 and 2019, respectively. The current deferred revenue balances are $53.8 million and $54.7 million at December 31, 2021 and 2020, respectively. The non-current deferred revenue balances are $0.1 million and $0.2 million at December 31, 2021 and 2020, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents consist of AAA rated government money market funds, treasury discount notes, and time deposits. Internationally, there are no cash equivalents at December 31, 2021 and 2020. Investments in Marketable Debt Securities The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity. The specific-identification method is used to determine the cost of debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings. The Company reviews its debt securities for impairment, including from risk of credit loss, each reporting period. The Company recognizes an unrealized loss on debt securities in net loss when the impairment is determined to be other-than-temporary. Factors the Company considers in making such determination include the duration, severity and reason for the decline in value and the potential recovery and our intent to sell the debt security. The Company also considers whether it will be required to sell the security before recovery of its amortized cost basis and whether the amortized cost basis cannot be recovered because of credit losses. If an impairment is considered to be other-than-temporary, the debt security will be written down to its fair value and the loss will be recognized within other (expense) income, net. The Company held no marketable debt securities at December 31, 2021. The Company held $50.0 million in marketable debt securities at December 31, 2020. Capitalized Software, Leasehold Improvements and Equipment Capitalized software, leasehold improvements and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Capitalized software and computer equipment 2 to 3 Years Furniture and other equipment 5 to 7 Years Leasehold improvements 5 to 25 Years The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The net book value of capitalized internal use software was $86.4 million and $67.9 million at December 31, 2021 and 2020, respectively. Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company usually uses the assistance of outside valuation experts to assist in the allocation of purchase price to identifiable intangible assets acquired. While outside valuation experts may be used, management has ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and is assigned to the reporting unit(s) that is expected to benefit from the combination as of the acquisition date. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. At October 1, 2021, the Company has two reporting units: North America and Europe. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value an impairment equal to the excess is recorded. For the Company’s annual goodwill test at October 1, 2021, a qualitative assessment of the North America and Europe reporting units’ goodwill was performed and it was concluded that it was more likely than not that the fair value of these reporting units was in excess of their respective carrying values. In the aggregate, Angi’s October 1, 2021 market capitalization of $6.2 billion exceeded its carrying value by approximately $5.0 billion. The primary factor that the Company considered in its qualitative assessment for its Europe reporting unit were valuations performed during 2021 that indicated a fair value in excess of the carrying value. The fair value based on the valuation that was most proximate to, but not as of, October 1, 2021 exceeded the carrying value of the Europe reporting unit by $164.2 million. The primary factor that the Company considered in its qualitative assessment for its North America reporting unit was the significant excess of the estimated fair value of the North America reporting unit over its carrying value. The fair value of the North America reporting unit was estimated by subtracting the fair value of the Europe reporting unit, based on the valuation described above, from the October 1, 2021 market capitalization of the Company; the estimated fair value of the North America reporting unit exceeded its carrying value by approximately $4.9 billion. The fair value of the Company’s Europe reporting unit is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach when it tests goodwill for impairment, either on an interim basis or annual basis as of October 1 each year. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates, which are based, in part, on forecasted growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units’ current results and forecasted future performance, as well as macroeconomic and industry specific factors. The discount rate used in determining the fair value of the Company’s Europe reporting unit was 15% in both 2021 and 2020. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. While the Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, the Company’s policy is to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part, because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 11.1% to 15.0% in 2021 and 11.5% to 15.0% in 2020, and the royalty rates used ranged from 2.0% to 5.0% in 2021 and 2.0% to 5.5% in 2020. The 2021, 2020 and 2019 annual assessments of goodwill and indefinite-lived intangible assets identified no impairments. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, capitalized software, leasehold improvements and equipment and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. 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 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. Warranty Costs As part of certain of our revenue arrangements, we include warranties providing customers with assurance on the quality of the services provided. Under our warranties, we incur costs to ensure the services performed are up to the customers standard and/or to reimburse for any claim for damages submitted in accordance with our warranty terms and conditions. These costs are recorded in the period the associated revenue is recognized as a component of cost of revenue in the Consolidated Statement of Operations. Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines, offline marketing, which is primarily television advertising and partner-related payments to those who direct traffic to our platforms. Advertising expense was $556.4 million, $487.6 million and $484.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Legal Costs Legal costs are expensed as incurred. 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 provision and/or benefit 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 Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Angi Inc. shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock appreciation rights, stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the earnings of the Company. Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of other income (expense), net. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive income (loss) into earnings. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is expensed over the requisite service period. See “ Note 1 0 —Stock‑based Compensation ” for a discussion of the Company’s stock-based compensation plans. Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet. In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest. The Company is party to fair value put and call arrangements with respect to these interests. These put and call arrangements allow management of these businesses to require the Company to purchase their interests or allow the Company to acquire such interests at fair value, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. These put and call arrangements become exercisable by the Company and the counter-party at various dates. During the year ended December 31, 2021, the remaining redeemable non-controlling interest was exercised. One of these arrangements was exercised during the year ended December 31, 2020, and none of these arrangements were exercised during the year ended December 31, 2019. Because these put arrangements are exerc |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe 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 in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows. U.S. and foreign (loss) earnings before income taxes and noncontrolling interests are as follows: Years Ended December 31, 2021 2020 2019 (In thousands) U.S. $ (88,777) $ (10,913) $ 39,821 Foreign (13,730) (8,415) (6,175) Total $ (102,507) $ (19,328) $ 33,646 The components of the income tax (benefit) provision are as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Current income tax provision: Federal $ 36 $ (306) $ (43) State 3,008 1,408 819 Foreign 1,249 (992) 806 Current income tax provision 4,293 110 1,582 Deferred income tax benefit Federal (29,889) (5,163) (3,416) State (8,712) (6,249) 517 Foreign 2,295 (3,866) (351) Deferred income tax benefit (36,306) (15,278) (3,250) Income tax benefit $ (32,013) $ (15,168) $ (1,668) The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below. The valuation allowance relates to deferred tax assets for which it is more likely than not that the tax benefit will not be realized. December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss (“NOL”) carryforwards $ 212,315 $ 182,449 Long-term lease liabilities 26,182 29,314 Stock-based compensation 5,390 18,955 Other 35,384 28,637 Total deferred tax assets 279,271 259,355 Less valuation allowance (66,626) (77,076) Net deferred tax assets 212,645 182,279 Deferred tax liabilities: Intangible assets (46,591) (47,858) Capitalized software, leasehold improvements and equipment (18,624) (16,152) Right-of-use assets (17,270) (21,496) Capitalized costs to obtain a contract with a customer (9,263) (12,233) Other (87) (90) Total deferred tax liabilities (91,835) (97,829) Net deferred tax assets $ 120,810 $ 84,450 The portion of the December 31, 2021 deferred tax assets that will be payable to IAC pursuant to the tax sharing agreement, upon realization, is $93.9 million. At December 31, 2021, the Company has federal and state NOLs of $592.9 million and $479.2 million, respectively, available to offset future income. Of these federal NOLs, $220.7 million can be carried forward indefinitely and $372.2 million, if not utilized, will expire at various times between 2030 and 2037. The state NOLs, if not utilized, will expire at various times primarily between 2025 and 2041. Federal and state NOLs of $327.5 million and $226.6 million, respectively, can be used against future taxable income without restriction and the remaining NOLs will be subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law. At December 31, 2021, the Company has foreign NOLs of $358.0 million available to offset future income. Of these foreign NOLs, $314.3 million can be carried forward indefinitely and $43.7 million, if not utilized, will expire at various times between 2022 and 2039. During 2021, the Company recognized tax benefits related to NOLs of $44.0 million. At December 31, 2021, the Company has tax credit carryforwards of $19.9 million relating to federal and state tax credits for research activities. Of these credit carryforwards, $0.8 million can be carried forward indefinitely and $19.1 million, if not utilized, will expire between 2024 and 2041. The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At December 31, 2021, the Company has a U.S. gross deferred tax asset of $210.7 million that the Company expects to fully utilize on a more likely than not basis. During 2021, the Company’s valuation allowance decreased by $10.5 million primarily due to a decrease in state and foreign NOLs and currency translation adjustments on foreign NOLs. At December 31, 2021, the Company has a valuation allowance of $66.6 million related to the portion of NOLs and other items for which it is more likely than not that the tax benefit will not be realized. A reconciliation of the income tax benefit to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Income tax (benefit) provision at the federal statutory rate of 21% $ (21,527) $ (4,058) $ 7,066 State income taxes, net of effect of federal tax benefit (1,379) 1,641 2,693 Stock-based compensation (10,331) (2,914) (12,768) Unbenefited losses 4,481 2,899 1,523 Change in judgement on beginning of the year valuation allowance (4,165) (3,544) — Research credit (2,431) (2,494) (3,308) Deferred tax adjustment for enacted changes in tax law and rates 768 (5,244) 502 Net adjustment related to the reconciliation of income tax provision accruals to tax returns 335 (743) 448 Other, net 2,236 (711) 2,176 Income tax benefit $ (32,013) $ (15,168) $ (1,668) A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows: December 31, 2021 2020 2019 (In thousands) Balance at January 1 $ 5,268 $ 4,025 $ 2,356 Additions based on tax positions related to the current year 1,317 1,676 1,325 Additions for tax positions of prior years 264 423 344 Reductions for tax positions of prior years (91) — — Settlements (460) (856) — Balance at December 31 $ 6,298 $ 5,268 $ 4,025 The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At December 31, 2021, accruals for interest are not material and there are no accruals for penalties. At December 31, 2020, there are 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, 2013 through 2017, and has begun its audit of the years December 31, 2018 through 2019, which includes the operations of the Company. The statutes of limitations for the years 2013 through 2019 have been extended to December 31, 2023. 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 At December 31, 2021 and 2020, the Company has unrecognized tax benefits, including interest, of $6.3 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 December 31, 2021 are subsequently recognized, the income tax provision would be reduced by $6.0 million. The comparable amount as of December 31, 2020 is $5.1 million. At December 31, 2021, all of the Company’s international cash can be repatriated without any significant tax consequences. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net are as follows: December 31, 2021 2020 (In thousands) Goodwill $ 916,039 $ 891,797 Intangible assets with indefinite lives 171,427 171,888 Intangible assets with definite lives, net of accumulated amortization 22,399 37,829 Total goodwill and intangible assets, net $ 1,109,865 $ 1,101,514 The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2021: Balance at December 31, 2020 Additions (Deductions) Foreign Balance at December 31, 2021 (In thousands) North America $ 816,307 $ 26,822 $ — $ 64 $ 843,193 Europe 75,490 — — (2,644) 72,846 Total goodwill $ 891,797 $ 26,822 $ — $ (2,580) $ 916,039 In July, 2021, Angi acquired certain assets and assumed certain liabilities of Total Home Roofing (“Angi Roofing”) (included in the North America segment), including $26.8 million of goodwill. The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2020: Balance at December 31, 2019 Additions (Deductions) Foreign Balance at December 31, 2020 (In thousands) North America $ 813,417 $ 2,665 $ — $ 225 $ 816,307 Europe 70,543 — — 4,947 75,490 Total goodwill $ 883,960 $ 2,665 $ — $ 5,172 $ 891,797 Additions relate to immaterial acquisition activity during the year (included in the North America segment). Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2021 and 2020, intangible assets with definite lives are as follows: December 31, 2021 Gross Accumulated Net Weighted-Average (Dollars in thousands) Service professional relationships $ 97,989 $ (97,322) $ 667 3.0 Technology 82,351 (60,619) 21,732 5.5 Trade names 1,415 (1,415) — 5.0 Total $ 181,755 $ (159,356) $ 22,399 4.1 December 31, 2020 Gross Accumulated Net Weighted-Average (Dollars in thousands) Service professional relationships $ 97,160 $ (97,000) $ 160 3.0 Technology 83,468 (47,144) 36,324 5.5 Memberships 15,900 (15,900) — 3.0 Customer lists and user base 800 (192) 608 8.0 Trade names 3,128 (2,391) 737 5.6 Total $ 200,456 $ (162,627) $ 37,829 4.1 At December 31, 2021, amortization of intangible assets with definite lives for each of the next five years and thereafter is estimated to be as follows: Years Ending December 31, (In thousands) 2022 $ 14,441 2023 7,958 2024 — 2025 — 2026 — Thereafter — Total $ 22,399 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 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 December 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. 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: December 31, 2021 Quoted Market Prices for Identical Assets in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 280,052 $ — $ — $ 280,052 Total $ 280,052 $ — $ — $ 280,052 December 31, 2020 Quoted Market Prices for Identical Assets in Active Markets (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. During the year ended December 31, 2021, the Company recorded $12.7 million in impairment charges on ROU assets, leasehold improvements, and furniture and equipment, of which $9.6 million is a result of the Company reducing its real estate footprint in 2021. Impairment expense was determined by comparing the carrying value of each asset group related to each office space vacated to the estimated fair market value of cash inflows directly associated with each office space. Based on this analysis, if the carrying amount of the asset group is greater than the estimated future undiscounted cash flows, an impairment charge is recognized, measured as the amount by which the carrying amount exceeds the fair value of the asset. 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: December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) $ (494,552) $ (486,875) $ (712,277) $ (725,700) ________________________ (a) At December 31, 2021 and December 31, 2020, the carrying value of long-term debt, net includes unamortized debt issuance costs of $5.4 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 | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBTLong-term debt consists of: December 31, 2021 December 31, 2020 (In thousands) 3.875% ANGI Group Senior Notes due August 15, 2028 (“ANGI Group 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 (“ANGI Group Term Loan”) — 220,000 Total long-term debt 500,000 720,000 Less: unamortized debt issuance costs 5,448 7,723 Total long-term debt, net $ 494,552 $ 712,277 ANGI Group Senior Notes The ANGI Group Senior Notes were issued on August 20, 2020, the proceeds of which have been used for general corporate purposes, including the acquisition of Total Home Roofing, Inc. (“Angi Roofing”) on July 1, 2021, and treasury share repurchases. 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 below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % The indenture governing the ANGI Group 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 December 31, 2021, there were no limitations pursuant thereto. ANGI Group Revolving Facility The $250.0 million ANGI Group Revolving Facility, which otherwise would have expired on November 5, 2023, was terminated effective August 3, 2021. No amounts were ever drawn under the ANGI Group Revolving Facility prior to its termination. ANGI Group Term Loan |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Description of Class A Common Stock, Class B Convertible Common Stock and Class C Common Stock Except as described herein, shares of Angi Inc. Class A common stock, Class B common stock and Class C common stock are identical. Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by stockholders. Holders of Class C common stock have no voting rights, except as otherwise required by the laws of the State of Delaware, in which case holders of Class C common stock are entitled to one one-hundredth (1/100) of a vote per share. Holders of the Company’s Class A common stock, Class B common stock and Class C common stock do not have cumulative voting rights in the election of directors. Shares of Angi Inc. Class B common stock are convertible into shares of our Class A common stock at the option of the holder at any time on a share for share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of Angi Inc. by means of a stock dividend on, or a stock split or combination of, our outstanding Class A common stock or Class B common stock, or in the event of any merger, consolidation or other reorganization of Angi Inc. with another corporation. Upon the conversion of a share of our Class B common stock into a share of our Class A common stock, the applicable share of Class B common stock will be retired and will not be subject to reissue. Shares of Class A common stock and Class C common stock have no conversion rights. The holders of shares of Angi Inc. Class A common stock, Class B common stock and Class C common stock are entitled to receive, share for share, such cash dividends as may be declared by Angi Inc. Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up, holders of the Company’s Class A common stock, Class B common stock and Class C common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock. At December 31, 2021, IAC holds all 422.0 million outstanding shares of the Company’s Class B common stock, and 2.6 million outstanding shares of the Company’s Class A common stock, in total representing approximately 84.5% economic interest and 98.2% voting interest in the Company. In the event that Angi Inc. issues or proposes to issue any shares of Angi Inc. Class A common stock, Class B common stock or Class C common stock (with certain limited exceptions), including shares issued upon the exercise, conversion or exchange of options, warrants and convertible securities, IAC will generally have a purchase right that permits it to purchase for fair market value, as defined in the agreement, up to such number of shares of the same class as the issued shares as would (i) enable IAC to maintain the same ownership interest in the Company that it had immediately prior to such issuance or proposed issuance, with respect to issuances of our voting capital stock, or (ii) enable IAC to maintain ownership of at least 80.1% of each class of the Company’s non-voting capital stock, with respect to issuances of our non-voting capital stock. Reserved Common Shares In connection with outstanding awards under our equity compensation plans, 25.6 million shares of Angi Inc. Class A common stock are reserved for future issuances at December 31, 2021. Common Stock Repurchases On March 9, 2020 and February 6, 2019, the Board of Directors of Angi Inc. authorized the Company to repurchase up to 20 million and 15 million shares of its common stock, respectively. During the year ended December 31, 2021, the Company repurchased 3.2 million shares of Angi Inc. common stock for aggregate consideration, on a trade date basis, of $35.4 million. At December 31, 2021, the Company has approximately 16.1 million shares remaining in its share repurchase authorization. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)The following tables presents the components of accumulated other comprehensive income (loss) and items reclassified out of accumulated other comprehensive income (loss) into earnings Years Ended December 31, 2021 2020 2019 Foreign Accumulated Other Comprehensive Income Foreign Accumulated Other Comprehensive Income (Loss) Foreign Unrealized Gains on Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ 4,637 $ 4,637 $ (1,379) $ (1,379) $ (1,864) $ 3 $ (1,861) Other comprehensive (loss) income (1,328) (1,328) 6,016 6,016 485 (3) 482 Balance at December 31 $ 3,309 $ 3,309 $ 4,637 $ 4,637 $ (1,379) $ — $ (1,379) At December 31, 2021, 2020, and 2019, there was no tax benefit or provision on the accumulated other comprehensive income (loss). |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | (LOSS) EARNINGS PER SHAREThe following table sets forth the computation of basic and diluted (loss) earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Years Ended December 31, 2021 2020 2019 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (70,494) $ (70,494) $ (4,160) $ (4,160) $ 35,314 $ 35,314 Net earnings attributable to noncontrolling interests (884) (884) (2,123) (2,123) (485) (485) Net (loss) earnings attributable to Angi Inc. Class A and Class B Common Stock shareholders $ (71,378) $ (71,378) $ (6,283) $ (6,283) $ 34,829 $ 34,829 Denominator: Weighted average basic Class A and Class B common stock shares outstanding 502,761 502,761 498,159 498,159 504,875 504,875 Dilutive securities (a) (b) — — — — — 13,044 Denominator for (loss) earnings per share—weighted average shares 502,761 502,761 498,159 498,159 504,875 517,919 (Loss) earnings per share attributable to Angi Inc. shareholders: (Loss) earnings per share $ (0.14) $ (0.14) $ (0.01) $ (0.01) $ 0.07 $ 0.07 ________________________ (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 options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the years ended December 31, 2021, 2020, and 2019, 17.5 million, 24.9 million, and 5.5 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. (b) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2021, 2020, and 2019, 2.2 million, 2.0 million and 0.9 million underlying market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company currently has one active stock plan, which became effective on September 29, 2017 (“the Combination”). The 2017 plan (“the Plan”) covers stock options, stock appreciation rights and RSU awards, including those that are linked to the achievement of the Company’s stock price, known as market-based awards (“MSUs”) and those that are linked to the achievement of a performance target, known as performance-based awards (“PSUs”), denominated in shares of Angi Inc. common stock, as well as provides for the future grant of these and other equity awards. The Plan authorizes the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2021, there are 8.1 million shares available for grant under the Plan. The Plan has a stated term of ten years, and provides that the exercise price of stock options and stock appreciation rights granted will not be less than the market price of the Company’s common stock on the grant date. The Plan does not specify grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi Inc. Board of Directors (the “Committee”). Each grant agreement reflects the grant date and vesting schedule for that particular grant as determined by the Committee. Stock options and stock appreciation rights granted under the Plan generally vest in equal annual installments over a four-year period from the grant date. RSU awards granted under the Plan generally vest either in one installment over a three-year period or in equal annual installments over a four-year period, in each case, from the grant date. MSU awards granted under the Plan generally vest in five installments over a two-year period from the grant date. PSU awards granted subsequent to the Combination generally cliff vest in a two Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to: (i) the Company’s stock options, stock appreciation rights and RSUs; (ii) equity instruments denominated in shares of its subsidiaries; and (iii) IAC denominated stock options and PSUs held by Angi Inc. employees. The amount of stock-based compensation expense recognized is net of estimated forfeitures. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest. At December 31, 2021, there was $107.7 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.9 years. The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2021, 2020, and 2019 related to all stock-based compensation is $16.9 million, $24.3 million, $28.8 million, respectively. The aggregate income tax benefit recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2021, 2020, and 2019 is $10.8 million, $11.4 million, and $27.9 million, respectively. There may be some delay in the timing of the realization of the cash benefit of the income tax deductions related to stock-based compensation because it will be dependent upon the amount and timing of future taxable income and the timing of estimated income tax payments. Stock Options and Stock Appreciation Rights Stock options and stock appreciation rights outstanding at December 31, 2021 and changes during the year ended December 31, 2021 were as follows: December 31, 2021 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (Shares and intrinsic value in thousands) Outstanding at January 1, 2021 10,689 $ 4.67 Granted — — Exercised (9,050) 4.19 Forfeited (17) 6.58 Expired (13) 10.64 Outstanding at December 31, 2021 1,609 $ 7.32 3.84 $ 5,954 Exercisable 1,609 $ 7.32 3.84 $ 5,954 The aggregate intrinsic value in the table above represents the difference between Angi Inc. closing stock price on the last trading day of 2021 and the exercise price, multiplied by the number of in-the-money awards that would have been exercised had all award holders exercised their awards on December 31, 2021. The total intrinsic value of awards exercised during the years ended December 31, 2021, 2020, and 2019 is $103.8 million, $120.9 million and $107.5 million, respectively. The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2021: Awards outstanding & exercisable Range of Exercise Prices Outstanding Weighted average Weighted (Shares in thousands) $0.01 to $10.00 1,086 3.9 $ 3.80 $10.01 to $20.00 508 3.8 14.41 $20.01 to $30.00 15 1.6 22.02 1,609 3.8 $ 7.32 There were no stock options or stock appreciation rights granted by the Company for the years ended December 31, 2021, 2020, and 2019. In connection with the Combination, the previously issued HomeAdvisor (US) stock appreciation rights were converted into Angi Inc. equity awards resulting in a modification charge. Included in stock-based compensation expense in the years ended December 31, 2021, 2020, and 2019 were charges of $0.9 million, $21.1 million, and $29.0 million, respectively, related to these modified awards, and the remaining charge will be recognized over the remaining vesting period of the modified awards. No cash was received from stock option exercises during the years ended December 31, 2021 and 2020 because they were net settled in shares of Angi Inc. common stock. Cash received from stock option exercises was $0.6 million for the year ended December 31, 2019. The Company currently settles all equity awards on a net basis with the Company remitting withholding taxes on behalf of the employee or on a gross basis with the Company issuing a sufficient number of Class A shares to cover the withholding taxes. In addition, at IAC’s option, certain awards can be settled in either Class A shares of Angi Inc. or shares of IAC common stock. If settled in IAC common stock, Angi Inc. reimburses IAC in either cash or through the issuance of Class A shares to IAC. Assuming all of the stock appreciation rights outstanding on December 31, 2021 were net settled on that date, ANGI would have issued 0.3 million Class A shares (either to award holders or to IAC as reimbursement) and ANGI would have remitted $2.9 million in cash for withholding taxes (assuming a 50% withholding rate). Assuming all other ANGI equity awards outstanding on December 31, 2021, were net settled on that date, including stock options, RSUs and subsidiary denominated equity described below, ANGI would have issued 9.1 million Class A shares and would have remitted $83.5 million in cash for withholding taxes (assuming a 50% withholding rate). Restricted Stock Units, Market-based Stock Units and Performance-based Stock Units RSUs, MSUs, and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Angi Inc. common stock and with the value of each RSU and PSU equal to the fair value of Angi Inc. common stock at the date of grant. The value of each MSU is estimated using a lattice model that incorporates a Monte Carlo simulation of Angi Inc.’s stock price. Each RSU, MSU, and PSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. MSUs also include market-based vesting, tied to the stock price of Angi Inc. before an award vests and PSUs include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. For RSU grants, the expense is measured at the grant date as the fair value of Angi Inc. common stock and expensed as stock-based compensation over the vesting term. For MSU grants, the expense is measured using a lattice model and expensed as stock-based compensation over the requisite service period. For PSU grants, the expense is measured at the grant date as the fair value of Angi Inc. common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved. Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2021 and changes during the year ended December 31, 2021 are as follows: RSUs MSUs PSUs Number of Shares Weighted Average Number of Shares (a) Weighted Average Number of Shares (a) Weighted Average (Shares in thousands) Unvested at January 1, 2021 9,560 $ 10.19 2,496 $ 7.82 1,958 $ 5.11 Granted 11,670 12.73 3,328 14.39 696 13.51 Vested (2,424) 12.78 (153) 6.81 (369) 5.11 Forfeited (5,510) 11.28 (1,960) 6.85 (1,111) 6.37 Unvested at December 31, 2021 13,296 $ 11.49 3,711 $ 14.27 1,174 $ 8.89 ___________________________ (a) Included in the table are MSUs and PSUs which vests in varying amounts depending upon certain market or performance conditions. The MSUs and PSUs in the table above includes these awards at their maximum potential payout. In 2019, the Company granted certain MSUs that are liability-classified stock-settled awards with a market condition. The fair value of these awards were subject to remeasurement each reporting period until settlement of the award occurred in 2021. The total expense related to these awards recognized was $10.4 million, equal to the number of shares vested based on the fair value of Angi Inc. common stock on the settlement date. The weighted average fair value of RSUs granted during the years ended December 31, 2021, 2020, and 2019 based on market prices of Angi Inc. common stock on the grant date was $12.73, $7.37, and $13.16, respectively. The weighted average fair value of MSUs granted during the years ended December 31, 2021 and 2019, based on the lattice model, was $14.39 and $3.67, respectively. There were no MSUs granted during the year ended December 31, 2020. The weighted average fair value of PSUs granted during the years ended December 31, 2021, 2020, and 2019 based on market prices of Angi Inc. common stock on the grant date was $13.51, $6.92 and $15.93, respectively. The total fair value of RSUs that vested during the years ended December 31, 2021, 2020, and 2019 was $35.2 million, $23.4 million and $16.1 million, respectively. The total fair value of MSUs that vested during the years ended December 31, 2021, 2020, and 2019 was $2.1 million, $5.2 million, and $3.2 million, respectively. The total fair value of PSUs that vested during the year ended December 31, 2021 was $3.6 million. There were no PSUs that vested during the years ended December 31, 2020 and 2019. Equity Instruments Denominated in the Shares of Certain Subsidiaries Angi Inc. has granted stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees and management of those subsidiaries. These equity awards vest over a period of years, which is typically four years. The value of the stock appreciation rights is tied to the value of the common stock of these subsidiaries, which is determined by the Company using a variety of valuation techniques including a combination of market based and discounted cash flow valuation methodologies. Accordingly, these interests only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price. These interests can have significant value in the event of significant appreciation. The fair value of these interests is generally determined by the board of directors of the applicable subsidiary when settled, which will occur at various dates through 2026 and are ultimately settled in IAC common stock or Angi Inc. Class A common stock, at IAC’s election. These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares equal to the intrinsic value of the award at exercise less an amount equal to the required cash tax withholding payment. The expense associated with these equity awards is initially measured at fair value, using the Black-Scholes option pricing model, at the grant date and is expensed as stock-based compensation over the vesting term. The plans under which these awards are granted establish specific settlement dates or liquidity events for which the valuation of the relevant subsidiary is determined for purposes of settlement of the awards. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The 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, the Company considers 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: Years Ended December 31, 2021 2020 2019 (In thousands) Revenue: North America $ 1,602,571 $ 1,395,428 $ 1,249,892 Europe 82,867 72,497 76,313 Total $ 1,685,438 $ 1,467,925 $ 1,326,205 The following table presents the revenue of the Company’s segments disaggregated by type of service: Years Ended December 31, 2021 2020 2019 (In thousands) North America Angi Ads and Leads: Consumer connection revenue (a) $ 896,711 $ 899,175 $ 867,307 Advertising revenue (b) 252,010 226,505 214,259 Membership subscription revenue (c) 68,062 74,073 92,975 Other revenue 27,812 33,136 23,844 Total Angi Ads and Leads revenue 1,244,595 1,232,889 1,198,385 Angi Services revenue (d) 357,976 162,539 51,507 Total North America revenue 1,602,571 1,395,428 1,249,892 Europe Consumer connection revenue (e) 68,686 57,692 59,611 Service professional membership subscription revenue 12,939 13,091 14,231 Advertising and other revenue 1,242 1,714 2,471 Total Europe revenue 82,867 72,497 76,313 Total revenue $ 1,685,438 $ 1,467,925 $ 1,326,205 ________________________ (a) Includes fees paid by service professionals for consumer matches through the Angi Ads and Leads platforms. (b) Includes revenue from service professionals under contract for advertising. (c) Includes membership subscription revenue from service professionals and consumers. (d) Includes revenue from pre-priced offerings and revenue from Angi Roofing. (e) 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. Years Ended December 31, 2021 2020 2019 (In thousands) Revenue United States $ 1,581,051 $ 1,379,236 $ 1,234,755 All other countries 104,387 88,689 91,450 Total $ 1,685,438 $ 1,467,925 $ 1,326,205 December 31, 2021 December 31, 2020 (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 111,136 $ 97,841 All other countries 7,131 11,001 Total $ 118,267 $ 108,842 The following tables present operating (loss) income and Adjusted EBITDA by reportable segment: Years Ended December 31, 2021 2020 2019 (In thousands) Operating (loss) income: North America $ (63,316) $ 4,811 $ 48,967 Europe (13,197) (11,179) (10,322) Total $ (76,513) $ (6,368) $ 38,645 Years Ended December 31, 2021 2020 2019 (In thousands) Adjusted EBITDA (f) : North America $ 35,328 $ 178,854 $ 208,192 Europe $ (7,463) $ (6,050) $ (5,895) (f) The Company’s primary financial measure is Adjusted EBITDA, which is defined as operating (loss) income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. The following tables reconcile operating (loss) income for the Company’s reportable segments and net loss attributable to Angi Inc. shareholders to Adjusted EBITDA: Year Ended December 31, 2021 Operating Loss Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ (63,316) $ 28,399 $ 53,815 $ 16,430 $ 35,328 Europe (13,197) $ 303 $ 5,431 $ — $ (7,463) Operating loss (76,513) Interest expense (23,485) Other expense, net (2,509) Loss before income taxes (102,507) Income tax benefit 32,013 Net loss (70,494) Net earnings attributable to noncontrolling interests (884) Net loss attributable to Angi Inc. shareholders $ (71,378) Year Ended December 31, 2020 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 4,811 $ 82,933 $ 48,515 $ 42,595 $ 178,854 Europe (11,179) $ 716 $ 4,106 $ 307 $ (6,050) Operating loss (6,368) Interest expense (14,178) Other income, net 1,218 Loss before income taxes (19,328) Income tax benefit 15,168 Net earnings (4,160) Net earnings attributable to noncontrolling interests (2,123) Net earnings attributable to Angi Inc. shareholders $ (6,283) Year Ended December 31, 2019 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 48,967 $ 67,646 $ 37,481 $ 54,098 $ 208,192 Europe (10,322) $ 609 $ 2,434 $ 1,384 $ (5,895) Operating income 38,645 Interest expense (11,493) Other income, net 6,494 Earnings before income taxes 33,646 Income tax benefit 1,668 Net earnings 35,314 Net earnings attributable to noncontrolling interests (485) Net earnings attributable to Angi Inc. shareholders $ 34,829 The following table presents capital expenditures by reportable segment: Years Ended December 31, 2021 2020 2019 (In thousands) Capital expenditures: North America $ 67,772 $ 50,462 $ 64,215 Europe 2,443 2,026 4,589 Total $ 70,215 $ 52,488 $ 68,804 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office space, data center facilities, and equipment in connection with its operations under various operating leases, the majority of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from these leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rate on the lease commencement date or January 1, 2019 for leases that commenced prior to that date. The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet. Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. December 31, Leases Balance Sheet Classification 2021 2020 (In thousands) Assets: Right-of-use assets Other non-current assets $ 69,858 $ 87,559 Liabilities: Current lease liabilities Accrued expenses and other current liabilities 17,098 15,700 Long-term lease liabilities Other long-term liabilities 88,423 103,575 Total lease liabilities $ 105,521 $ 119,275 December 31, Lease Cost Income Statement Classification 2021 2020 (In thousands) Fixed lease cost Cost of revenue $ 346 $ 321 Fixed lease cost Selling and marketing expense 7,305 9,913 Fixed lease cost General and administrative expense 16,829 7,545 Fixed lease cost Product development expense 1,232 1,848 Total fixed lease cost (a) 25,712 19,627 Variable lease cost Cost of revenue — — Variable lease cost Selling and marketing expense 1,087 2,314 Variable lease cost General and administrative expense 2,481 1,567 Variable lease cost Product development expense 567 867 Total variable lease cost 4,135 4,748 Net lease cost $ 29,847 $ 24,375 ________________________________ (a) The years ended December 31, 2021 and 2020 includes $0.1 million and $0.04 million of short-term lease cost, respectively, and $1.8 million of sublease income for both years. Maturities of lease liabilities as of December 31, 2021 (b) : For Years Ending December 31: (In thousands) 2022 $ 22,818 2023 21,103 2024 19,825 2025 19,302 2026 18,377 Thereafter 25,050 Total 126,475 Less: Interest 20,954 Present value of lease liabilities $ 105,521 ________________________________ (b) Lease payments exclude $1.2 million of legally binding minimum lease payments for leases signed but not yet commenced. The following are the weighted average assumptions used for lease terms and discount rates as of December 31, 2021 and 2020: December 31, 2021 2020 Remaining lease term 6.0 years 6.9 years Discount rate 5.97 % 5.91 % December 31, 2021 2020 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 3,143 $ 326 Cash paid for amounts included in the measurement of lease liabilities $ 23,506 $ 20,939 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments The Company has entered into certain off-balance sheet commitments that require the future purchase of services (“purchase obligations”). Future payments under non-cancelable unconditional purchase obligations as of December 31, 2021 are as follows: Amount of Commitment Expiration Per Period Less Than 1–3 3–5 More Than Total (In thousands) Purchase obligations $ 26,262 $ 4,515 $ — $ — $ 30,777 Purchase obligations include (i) payments of $13.0 million related to advertising commitments to be made in 2022, (ii) payments of $6.6 million related to technology contracts spend, (iii) payments of $6.1 million related to communication spend, and (iv) payments of $3.1 million related to background check services. 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. As a result, a $3.8 million legal reserve is established. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable. 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 3—Income Taxes |
RELATED PARTY TRANSACTIONS WITH
RELATED PARTY TRANSACTIONS WITH IAC | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS WITH IAC | RELATED PARTY TRANSACTIONS WITH IACRelationship 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. Contribution Agreement The contribution agreement sets forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governs certain aspects of our relationship. Under the contribution agreement, the Company agreed to assume all of the assets and liabilities related to the Angi business and agreed to indemnify IAC against any losses arising out of any breach by the Company of the contribution agreement or the other transaction related agreements described below. IAC also agreed to indemnify the Company against losses arising out of any breach by IAC of the contribution agreement or any of the other transaction related agreements described below. Investor Rights Agreement The investor rights agreement provides IAC with certain registration, preemptive, and governance rights related to the Company and the shares of its capital stock it holds, as well as certain governance rights for the benefit of stockholders other than IAC. Services Agreement The services agreement governs services that IAC provides to the Company including, among others: (i) assistance with certain legal, M&A, human resources, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations; (ii) accounting, controllership and payroll processing services; (iii) investor relations services; (iv) tax compliance services; and (v) such other services as to which IAC and the Company may agree. The services agreement automatically renews annually for an additional one-year period for so long as IAC continues to own a majority of the outstanding shares of the Company’s common stock. For the years ended December 31, 2021, 2020 and 2019, the Company was charged $3.9 million, $4.8 million and $4.8 million, respectively, by IAC for services rendered pursuant to the services agreement. There were no outstanding receivables or payables pursuant to the services agreement as of December 31, 2021 and 2020, respectively. Separately, the Company subleases office space to IAC and charged rent of $1.6 million, $1.8 million, and $1.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. IAC subleases office space to the Company and charged the Company $0.6 million of rent for the year ended December 31, 2021. IAC did not sublease office space to the Company for the years ended December 31, 2020 and 2019. There were no outstanding receivables due from IAC or payables due to IAC, pursuant to sublease agreements, for the year ended December 31, 2021. At both December 31, 2020 and 2019, there were outstanding receivables of less than $0.1 million due from IAC, pursuant to sublease agreements, which were subsequently paid in full in the first quarter of 2021 and 2020, respectively. Tax Sharing Agreement The tax sharing agreement governs the rights, responsibilities, and obligations of the Company and IAC with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes. Under the tax sharing agreement, the Company is generally responsible and required to indemnify IAC for: (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes the Company or any of its subsidiaries to the extent attributable to the Company or any of its subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of the Company's or its subsidiaries’ consolidated, combined, unitary or separate tax returns. Employee Matters Agreement The employee matters agreement addresses certain compensation (including stock-based compensation) and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement, the Company's employees participate in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan and the Company reimburses IAC for the costs of such participation. In the event IAC no longer retains shares representing at least 80% of the aggregate voting power of shares entitled to vote in the election of the Company’s Board of Directors, Angi will no longer participate in IAC’s employee benefit plans, but will establish its own employee benefit plans that will be substantially similar to the plans sponsored by IAC prior to the Combination. In addition, the employee matters agreement requires the Company to reimburse IAC for the cost of any IAC equity awards held by Angi current and former employees, with IAC electing to receive payment in cash or shares of our Class B common stock. This agreement also provides that IAC may require stock appreciation rights granted prior to the closing of the Combination and equity awards in our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock. To the extent shares of IAC common stock are issued in settlement of these awards, the Company is obligated to reimburse IAC for the cost of those shares by issuing shares of our Class A common stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of our Class B common stock in the case of equity awards in our subsidiaries. Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi Inc. capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards. Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of Angi Inc. Class A Common Stock, which Angi Inc. would be obligated to assume and which would be dilutive to Angi Inc.'s stockholders. For the years ended December 31, 2021, 2020, and 2019, 0.2 million, 0.3 million, and 0.5 million shares of Angi Class B common stock were issued to IAC, respectively, 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 employees. For the years ended December 31, 2021, 2.6 million shares of Angi Inc. Class A common stock were issued to IAC pursuant to the employee matters agreement as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain Angi Inc. stock appreciation rights. There were no shares of Angi Inc. Class A common stock issued to IAC during the years ended December 31, 2020 and 2019. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company’s employees in the United States are eligible to participate in a retirement savings program offered by IAC, which is qualified under Section 401(k) of the Internal Revenue Code. Under the IAC/InterActiveCorp Retirement Savings Plan (the “IAC Plan”), participating employees may contribute up to 50% of their pre-tax earnings, but not more than statutory limits. The current employer match under the IAC Plan is fifty cents for each dollar a participant contributes in the IAC Plan, with a maximum contribution of 3% of a participant’s eligible earnings. Matching contributions under the IAC Plan for the years ended December 31, 2021, 2020, and 2019 were $8.4 million, $7.7 million, and $6.3 million, respectively. Matching contributions are invested in the same manner as each participant’s voluntary contributions in the investment options provided under the IAC Plan. An investment option in the IAC Plan is IAC common stock, but neither participant nor matching contributions are required to be invested in IAC common stock. Internationally, the Company also has or participates in various benefit plans, primarily defined contribution plans. The Company’s contributions for these plans for the years ended December 31, 2021, 2020, and 2019 were $0.7 million, $0.6 million, and $0.5 million, respectively. |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENT DETAILS | 12 Months Ended |
Dec. 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: December 31, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 428,136 $ 812,705 Restricted cash included in other current assets 156 407 Restricted cash included in other non-current assets 1,193 449 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 429,485 $ 813,561 Restricted cash included in other current assets at December 31, 2021 primarily consisted of funds collected from service providers for disputed payments which were not settled as of the period end, in addition to cash reserved to fund insurance claims. Restricted cash included in other current assets at December 31, 2020 primarily consists of cash received from customers at Angi Inc. through the Handy platform, representing funds collected for payment to service providers, which were not settled as of the period end. Restricted cash included in other non-current assets for all periods presented above primarily consisted of deposits related to leases. Restricted cash included in other non-current assets at December 31, 2021 also included cash held related to a check endorsement guarantee for Angi Roofing. December 31, 2021 2020 (In thousands) Other current assets: Capitalized costs to obtain a contract with a customer $ 37,971 $ 49,194 Prepaid expenses 24,749 17,742 Other 7,828 5,022 Other current assets $ 70,548 $ 71,958 December 31, 2021 2020 (In thousands) Capitalized software, leasehold improvements and equipment, net: Capitalized software and computer equipment $ 153,953 $ 132,026 Leasehold improvements 29,605 31,864 Furniture and other equipment 11,596 13,252 Projects in progress 31,348 27,138 Capitalized software, leasehold improvements and equipment 226,502 204,280 Accumulated depreciation and amortization (108,235) (95,438) Capitalized software, leasehold improvements and equipment, net $ 118,267 $ 108,842 December 31, 2021 2020 (In thousands) Accrued expenses and other current liabilities: Accrued employee compensation and benefits $ 46,464 $ 47,310 Accrued advertising expense 36,231 30,033 Current lease liabilities 17,098 15,700 Other 84,022 55,176 Accrued expenses and other current liabilities $ 183,815 $ 148,219 Other (expense) income, net Years Ended December 31, 2021 2020 2019 (In thousands) Interest income $ 239 $ 1,725 $ 7,974 Gain (loss) on the sale of a business (a) 31 (454) (218) Foreign exchange (losses) gains (1,656) (57) 559 Loss on extinguishment of debt (b) (1,110) — — Other (13) 4 (1,821) Other (expense) income, net $ (2,509) $ 1,218 $ 6,494 ________________________ (a) Loss from acquisition/sale of a business for the year ended December 31, 2020 includes a $0.2 million mark-to-market charge for an indemnification charge related to the Handy acquisition that was settled in Angi Inc. shares during the first quarter of 2020 and a $0.3 million charge related to the final earn-out settlement related to the sale of Felix. (b) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021. Supplemental Disclosure of Cash Flow Information: Years Ended December 31, 2021 2020 2019 (In thousands) Cash paid (received) during the year for: Interest expense—third-party $ 21,450 $ 5,367 $ 10,290 Interest expense—related party — — 54 Income tax payments, including amounts paid to IAC for Angi Inc.'s share of IAC's consolidated tax liability 4,647 1,789 12,224 Income tax refunds, including amounts received from IAC for Angi Inc.’s share of IAC's consolidated tax liability (587) (3,506) (957) |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ANGI INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Description Balance at Charges to Charges to Deductions Balance at (In thousands) 2021 Credit loss reserves $ 26,046 $ 88,076 (a) $ 92 $ (80,562) (c) $ 33,652 Revenue reserves 1,793 117,239 (b) — (116,323) (d) $ 2,709 Deferred tax valuation allowance 77,076 (5,925) (e) (4,525) (f) — $ 66,626 Other reserves 7,495 $ 11,360 2020 Credit loss reserves $ 19,066 $ 78,229 (a) $ (152) $ (71,097) (c) $ 26,046 Revenue reserves 1,227 103,627 (b) — (103,061) (d) 1,793 Deferred tax valuation allowance 71,472 (235) (g) 5,839 (f) — 77,076 Other reserves 5,057 7,495 2019 Credit loss reserves $ 15,622 $ 64,278 (a) $ (46) $ (60,788) (c) $ 19,066 Revenue reserves 981 111,069 (b) (2) (110,821) (d) 1,227 Deferred tax valuation allowance 58,903 14,083 (h) (1,514) (f) — 71,472 Other reserves 3,919 5,057 _________________________________________________________ (a) Additions to the credit loss reserve are charged to expense. (b) Additions to the revenue reserves are charged against revenue. (c) Write-off of fully reserved accounts receivable balance, net of recoveries. (d) Write-off of revenue reserve as credits are granted to customers. (e) Amount is primarily related to a decrease in state and foreign NOLs. (f) Amount is primarily related to currency translation adjustments on foreign NOLs. (g) Amount is primarily related to an increase in foreign NOLs largely offset by a decrease in state NOLs. (h) Amount is primarily related to foreign and state NOLs. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Angi Inc., formerly ANGI Homeservices, Inc., (“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. During the year ended December 31, 2021, over 240,000 domestic service professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms. Additionally, consumers turned to at least one of our brands to find a service professional for approximately 33 million projects during the year ended December 31, 2021. |
Basis of Presentation and 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 are considered to be effectively settled for cash at the time the transaction is recorded. See “ Note 1 4 —Related Party Transactions with IAC ” for additional information on transactions between Angi Inc. and IAC. |
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 determination of the customer relationship period for certain costs to obtain a contract with a customer; 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. |
Revenue Recognition | Revenue Recognition The Company’s disaggregated revenue disclosures are presented in “ Note 1 1 —Segment Information .” The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Revenue is primarily derived from consumer connection revenue, which comprises fees paid by Angi Leads service professionals for consumer matches (regardless of whether the service professional ultimately provides the requested service). Consumer connection revenue varies based upon several factors, including the service requested, product experience offered and geographic location of service. Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice. The Company maintains revenue reserves for potential credits issued to Angi Leads services providers. Revenue is also derived from (i) sales of time-based website, mobile and call center advertising to service professionals, (ii) Angi Leads service professional membership subscription fees, (iii) membership subscription fees from consumers, (iv) service warranty subscription and other services and (v) revenue from completed jobs sourced through the Angi Services platforms. Angi service professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the service professional, with the average advertising contract term being approximately one year. Angi website, mobile and call center advertising revenue is recognized ratably over the contract term. Revenue from the sale of advertising in the Angie’s List Magazine is recognized in the period in which the publication is distributed. Service professional membership subscription revenue is initially deferred upon receipt of payment and is recognized using the straight-line method over the applicable subscription period, which is typically one year. Angi prepaid consumer membership subscription fees are recognized as revenue using the straight-line method over the term of the applicable subscription period, which is typically one year. Consumers typically pay when a job is scheduled through the Angi Services platform, or when the job is completed for Angi Roofing. Billing practices are governed by the contract terms of each project as negotiated with the consumer. Billings do not necessarily correlate with revenue recognized over time as this is based on the timing of when the consumer receives the promised services. Prior to January 1, 2020, Handy recorded revenue on a net basis. Effective January 1, 2020, the Company modified the Handy terms and conditions so that Handy, rather than the service professional, has the contractual relationship with the consumer to deliver the service and Handy, rather than the consumer, has the contractual relationship with the service professional. Consumers request services and pay for such services directly through the Handy platform and then Handy fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. This change in contractual terms requires gross revenue accounting treatment was effective January 1, 2020 and resulted in an increase in revenue of $73.8 million during the year ended December 31, 2020. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services or goods, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASC 606, applicable to such contracts and does not consider the time value of money. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers, which are directly observable or based on an estimate if not directly observable. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs, meet the requirements to be capitalized as a cost of obtaining a contract. Capitalized sales commissions are amortized over the estimated customer relationship period. The Company calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. 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. During the years ended December 31, 2021 and 2020 and the Company recognized expense of $84.7 million and $64.8 million, respectively, related to the amortization of these costs. The current contract assets are $38.0 million and $49.2 million at December 31, 2021, and 2020, respectively. The non-current contract asset balances are $1.1 million and $0.4 million at December 31, 2021 and 2020, respectively. The current and non-current contract assets are included in “Other current assets” and “Other non-current assets,” respectively, in the accompanying consolidated balance sheet. Performance Obligations As permitted under the practical expedient available under ASC 606, 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 we have the right to invoice for services performed. Accounts Receivables, Net of Credit Loss and Revenue Reserves Accounts receivable include amounts billed and currently due from customers. The credit loss reserve is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the specific customer’s ability to pay its obligation. The time between the Company’s issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. The Company also maintains reserves for potential credits issued to service professionals or other revenue adjustments. The amounts of these revenue reserves are based primarily upon historical experience. Credit Losses and Revenue Reserve The following table presents the changes in the credit loss reserve for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 (In thousands) Balance at January 1 $ 26,046 $ 19,066 Current period provision for credit losses 88,076 78,229 Write-offs charged against the credit loss reserve (82,911) (73,682) Recoveries collected 2,441 2,433 Balance at December 31 $ 33,652 $ 26,046 The revenue reserve was $2.7 million and $1.8 million at December 31, 2021 and 2020, respectively. The total credit loss and revenue reserve was $36.4 million and $27.8 million as of December 31, 2021 and 2020. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of its performance obligation is one year or less. During the years ended December 31, 2021 and 2020, the Company recognized $54.5 million and $57.6 million of revenue that was included in the deferred revenue balance as of December 31, 2020 and 2019, respectively. The current deferred revenue balances are $53.8 million and $54.7 million at December 31, 2021 and 2020, respectively. The non-current deferred revenue balances are $0.1 million and $0.2 million at December 31, 2021 and 2020, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents consist of AAA rated government money market funds, treasury discount notes, and time deposits. |
Investment in Marketable Debt Securities | Investments in Marketable Debt Securities The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity. The specific-identification method is used to determine the cost of debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into |
Capitalized Software, Leasehold Improvements and Equipment | Capitalized Software, Leasehold Improvements and Equipment Capitalized software, leasehold improvements and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Capitalized software and computer equipment 2 to 3 Years Furniture and other equipment 5 to 7 Years Leasehold improvements 5 to 25 Years |
Business Combinations | Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company usually uses the assistance of outside valuation experts to assist in the allocation of purchase price to identifiable intangible assets acquired. While outside valuation experts may be used, management has ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and is assigned to the reporting unit(s) that is expected to benefit from the combination as of the acquisition date. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. At October 1, 2021, the Company has two reporting units: North America and Europe. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value an impairment equal to the excess is recorded. For the Company’s annual goodwill test at October 1, 2021, a qualitative assessment of the North America and Europe reporting units’ goodwill was performed and it was concluded that it was more likely than not that the fair value of these reporting units was in excess of their respective carrying values. In the aggregate, Angi’s October 1, 2021 market capitalization of $6.2 billion exceeded its carrying value by approximately $5.0 billion. The primary factor that the Company considered in its qualitative assessment for its Europe reporting unit were valuations performed during 2021 that indicated a fair value in excess of the carrying value. The fair value based on the valuation that was most proximate to, but not as of, October 1, 2021 exceeded the carrying value of the Europe reporting unit by $164.2 million. The primary factor that the Company considered in its qualitative assessment for its North America reporting unit was the significant excess of the estimated fair value of the North America reporting unit over its carrying value. The fair value of the North America reporting unit was estimated by subtracting the fair value of the Europe reporting unit, based on the valuation described above, from the October 1, 2021 market capitalization of the Company; the estimated fair value of the North America reporting unit exceeded its carrying value by approximately $4.9 billion. The fair value of the Company’s Europe reporting unit is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach when it tests goodwill for impairment, either on an interim basis or annual basis as of October 1 each year. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates, which are based, in part, on forecasted growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units’ current results and forecasted future performance, as well as macroeconomic and industry specific factors. The discount rate used in determining the fair value of the Company’s Europe reporting unit was 15% in both 2021 and 2020. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. While the Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, the Company’s policy is to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part, because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 11.1% to 15.0% in 2021 and 11.5% to 15.0% in 2020, and the royalty rates used ranged from 2.0% to 5.0% in 2021 and 2.0% to 5.5% in 2020. The 2021, 2020 and 2019 annual assessments of goodwill and indefinite-lived intangible assets identified no impairments. |
Long-Lived Assets and Intangible Assets with Definite Lives | Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, capitalized software, leasehold improvements and equipment and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. |
Fair Value Measurements | 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 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. |
Warranty Costs | Warranty Costs As part of certain of our revenue arrangements, we include warranties providing customers with assurance on the quality of the services provided. Under our warranties, we incur costs to ensure the services performed are up to the customers standard and/or to reimburse for any claim for damages submitted in accordance with our warranty terms and conditions. These costs are recorded in the period the associated revenue is recognized as a component of cost of revenue in the Consolidated Statement of Operations. |
Advertising Costs | Advertising CostsAdvertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines, offline marketing, which is primarily television advertising and partner-related payments to those who direct traffic to our platforms. |
Legal Costs | Legal Costs Legal costs are expensed as incurred. |
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 provision and/or benefit 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 Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Angi Inc. shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock appreciation rights, stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the earnings of the Company. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of other income (expense), net. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive income (loss) into earnings. |
Stock-Based Compensation | Stock-Based CompensationStock-based compensation is measured at the grant date based on the fair value of the award and is expensed over the requisite service period. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet. In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest. The Company is party to fair value put and call arrangements with respect to these interests. These put and call arrangements allow management of these businesses to require the Company to purchase their interests or allow the Company to acquire such interests at fair value, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. These put and call arrangements become exercisable by the Company and the counter-party at various dates. During the year ended December 31, 2021, the remaining redeemable non-controlling interest was exercised. One of these arrangements was exercised during the year ended December 31, 2020, and none of these arrangements were exercised during the year ended December 31, 2019. Because these put arrangements are exercisable by the counter-party outside the control of the Company, to the extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. During the years ended December 31, 2021, 2020 and 2019, the Company recorded adjustments of $28.3 million, $1.6 million and $8.2 million, respectively, to increase these interests to fair value. Fair value determinations require high levels of judgment and are based on various valuation techniques, including market comparables and discounted cash flow projections. |
Certain Risks and Concentrations | Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and credit card fraud. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted by the Company ASU 2021-08 – Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the Financial Accounting Standards Board issued ASU No. 2021-08, which changes how entities will recognize assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers. The provisions of ASU No. 2021-08 will require acquiring entities to recognize and measure contract assets and contract liabilities, including deferred revenue, acquired in a business combination in accordance with ASU No. 2014-09 (Topic 606), Revenue from Contracts with Customers, as if it had originated the contracts. The provisions of ASU No. 2021-08 are effective for fiscal years beginning after December 15, 2022, with early adoption permitted, including adoption in an interim period. The Company early adopted ASU 2021-08 effective in the fourth quarter of 2021. An entity that early adopts in an interim period is required to apply the amendments (i) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early adoption and (ii) prospectively to all business combinations that occur on or after the date of initial application. Early adoption has no retrospective impact on the Company. The adoption of ASU 2021-08 may have a material impact on the purchase accounting for prospective business combinations. Accounting Pronouncements Not Yet Adopted by the Company There are no recently issued accounting pronouncements that have not yet been adopted that are expected to have a material effect of the financial statement of the Company. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Loss | The following table presents the changes in the credit loss reserve for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 (In thousands) Balance at January 1 $ 26,046 $ 19,066 Current period provision for credit losses 88,076 78,229 Write-offs charged against the credit loss reserve (82,911) (73,682) Recoveries collected 2,441 2,433 Balance at December 31 $ 33,652 $ 26,046 |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Capitalized software and computer equipment 2 to 3 Years Furniture and other equipment 5 to 7 Years Leasehold improvements 5 to 25 Years December 31, 2021 2020 (In thousands) Capitalized software, leasehold improvements and equipment, net: Capitalized software and computer equipment $ 153,953 $ 132,026 Leasehold improvements 29,605 31,864 Furniture and other equipment 11,596 13,252 Projects in progress 31,348 27,138 Capitalized software, leasehold improvements and equipment 226,502 204,280 Accumulated depreciation and amortization (108,235) (95,438) Capitalized software, leasehold improvements and equipment, net $ 118,267 $ 108,842 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | U.S. and foreign (loss) earnings before income taxes and noncontrolling interests are as follows: Years Ended December 31, 2021 2020 2019 (In thousands) U.S. $ (88,777) $ (10,913) $ 39,821 Foreign (13,730) (8,415) (6,175) Total $ (102,507) $ (19,328) $ 33,646 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax (benefit) provision are as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Current income tax provision: Federal $ 36 $ (306) $ (43) State 3,008 1,408 819 Foreign 1,249 (992) 806 Current income tax provision 4,293 110 1,582 Deferred income tax benefit Federal (29,889) (5,163) (3,416) State (8,712) (6,249) 517 Foreign 2,295 (3,866) (351) Deferred income tax benefit (36,306) (15,278) (3,250) Income tax benefit $ (32,013) $ (15,168) $ (1,668) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below. The valuation allowance relates to deferred tax assets for which it is more likely than not that the tax benefit will not be realized. December 31, 2021 2020 (In thousands) Deferred tax assets: Net operating loss (“NOL”) carryforwards $ 212,315 $ 182,449 Long-term lease liabilities 26,182 29,314 Stock-based compensation 5,390 18,955 Other 35,384 28,637 Total deferred tax assets 279,271 259,355 Less valuation allowance (66,626) (77,076) Net deferred tax assets 212,645 182,279 Deferred tax liabilities: Intangible assets (46,591) (47,858) Capitalized software, leasehold improvements and equipment (18,624) (16,152) Right-of-use assets (17,270) (21,496) Capitalized costs to obtain a contract with a customer (9,263) (12,233) Other (87) (90) Total deferred tax liabilities (91,835) (97,829) Net deferred tax assets $ 120,810 $ 84,450 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax benefit to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: Years Ended December 31, 2021 2020 2019 (In thousands) Income tax (benefit) provision at the federal statutory rate of 21% $ (21,527) $ (4,058) $ 7,066 State income taxes, net of effect of federal tax benefit (1,379) 1,641 2,693 Stock-based compensation (10,331) (2,914) (12,768) Unbenefited losses 4,481 2,899 1,523 Change in judgement on beginning of the year valuation allowance (4,165) (3,544) — Research credit (2,431) (2,494) (3,308) Deferred tax adjustment for enacted changes in tax law and rates 768 (5,244) 502 Net adjustment related to the reconciliation of income tax provision accruals to tax returns 335 (743) 448 Other, net 2,236 (711) 2,176 Income tax benefit $ (32,013) $ (15,168) $ (1,668) |
Schedule of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows: December 31, 2021 2020 2019 (In thousands) Balance at January 1 $ 5,268 $ 4,025 $ 2,356 Additions based on tax positions related to the current year 1,317 1,676 1,325 Additions for tax positions of prior years 264 423 344 Reductions for tax positions of prior years (91) — — Settlements (460) (856) — Balance at December 31 $ 6,298 $ 5,268 $ 4,025 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net are as follows: December 31, 2021 2020 (In thousands) Goodwill $ 916,039 $ 891,797 Intangible assets with indefinite lives 171,427 171,888 Intangible assets with definite lives, net of accumulated amortization 22,399 37,829 Total goodwill and intangible assets, net $ 1,109,865 $ 1,101,514 |
Schedule of Goodwill by Reporting Unit | The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2021: Balance at December 31, 2020 Additions (Deductions) Foreign Balance at December 31, 2021 (In thousands) North America $ 816,307 $ 26,822 $ — $ 64 $ 843,193 Europe 75,490 — — (2,644) 72,846 Total goodwill $ 891,797 $ 26,822 $ — $ (2,580) $ 916,039 In July, 2021, Angi acquired certain assets and assumed certain liabilities of Total Home Roofing (“Angi Roofing”) (included in the North America segment), including $26.8 million of goodwill. The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2020: Balance at December 31, 2019 Additions (Deductions) Foreign Balance at December 31, 2020 (In thousands) North America $ 813,417 $ 2,665 $ — $ 225 $ 816,307 Europe 70,543 — — 4,947 75,490 Total goodwill $ 883,960 $ 2,665 $ — $ 5,172 $ 891,797 |
Schedule of Intangible Assets with Definite Lives | Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2021 and 2020, intangible assets with definite lives are as follows: December 31, 2021 Gross Accumulated Net Weighted-Average (Dollars in thousands) Service professional relationships $ 97,989 $ (97,322) $ 667 3.0 Technology 82,351 (60,619) 21,732 5.5 Trade names 1,415 (1,415) — 5.0 Total $ 181,755 $ (159,356) $ 22,399 4.1 December 31, 2020 Gross Accumulated Net Weighted-Average (Dollars in thousands) Service professional relationships $ 97,160 $ (97,000) $ 160 3.0 Technology 83,468 (47,144) 36,324 5.5 Memberships 15,900 (15,900) — 3.0 Customer lists and user base 800 (192) 608 8.0 Trade names 3,128 (2,391) 737 5.6 Total $ 200,456 $ (162,627) $ 37,829 4.1 |
Schedule of Expected Amortization of Intangible Assets | At December 31, 2021, amortization of intangible assets with definite lives for each of the next five years and thereafter is estimated to be as follows: Years Ending December 31, (In thousands) 2022 $ 14,441 2023 7,958 2024 — 2025 — 2026 — Thereafter — Total $ 22,399 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 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 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: December 31, 2021 Quoted Market Prices for Identical Assets in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs Total (In thousands) Assets: Cash equivalents: Money market funds $ 280,052 $ — $ — $ 280,052 Total $ 280,052 $ — $ — $ 280,052 December 31, 2020 Quoted Market Prices for Identical Assets in Active Markets (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: December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) $ (494,552) $ (486,875) $ (712,277) $ (725,700) ________________________ (a) At December 31, 2021 and December 31, 2020, the carrying value of long-term debt, net includes unamortized debt issuance costs of $5.4 million and $7.7 million, respectively . |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of: December 31, 2021 December 31, 2020 (In thousands) 3.875% ANGI Group Senior Notes due August 15, 2028 (“ANGI Group 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 (“ANGI Group Term Loan”) — 220,000 Total long-term debt 500,000 720,000 Less: unamortized debt issuance costs 5,448 7,723 Total long-term debt, net $ 494,552 $ 712,277 |
Debt Instrument Redemption | Thereafter, these notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables presents the components of accumulated other comprehensive income (loss) and items reclassified out of accumulated other comprehensive income (loss) into earnings Years Ended December 31, 2021 2020 2019 Foreign Accumulated Other Comprehensive Income Foreign Accumulated Other Comprehensive Income (Loss) Foreign Unrealized Gains on Available-For-Sale Debt Securities Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ 4,637 $ 4,637 $ (1,379) $ (1,379) $ (1,864) $ 3 $ (1,861) Other comprehensive (loss) income (1,328) (1,328) 6,016 6,016 485 (3) 482 Balance at December 31 $ 3,309 $ 3,309 $ 4,637 $ 4,637 $ (1,379) $ — $ (1,379) |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted (Loss) Earnings per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: Years Ended December 31, 2021 2020 2019 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net (loss) earnings $ (70,494) $ (70,494) $ (4,160) $ (4,160) $ 35,314 $ 35,314 Net earnings attributable to noncontrolling interests (884) (884) (2,123) (2,123) (485) (485) Net (loss) earnings attributable to Angi Inc. Class A and Class B Common Stock shareholders $ (71,378) $ (71,378) $ (6,283) $ (6,283) $ 34,829 $ 34,829 Denominator: Weighted average basic Class A and Class B common stock shares outstanding 502,761 502,761 498,159 498,159 504,875 504,875 Dilutive securities (a) (b) — — — — — 13,044 Denominator for (loss) earnings per share—weighted average shares 502,761 502,761 498,159 498,159 504,875 517,919 (Loss) earnings per share attributable to Angi Inc. shareholders: (Loss) earnings per share $ (0.14) $ (0.14) $ (0.01) $ (0.01) $ 0.07 $ 0.07 ________________________ (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 options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the years ended December 31, 2021, 2020, and 2019, 17.5 million, 24.9 million, and 5.5 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. (b) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2021, 2020, and 2019, 2.2 million, 2.0 million and 0.9 million underlying market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Changes in Outstanding Stock Options and Stock Appreciation Rights | Stock options and stock appreciation rights outstanding at December 31, 2021 and changes during the year ended December 31, 2021 were as follows: December 31, 2021 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (Shares and intrinsic value in thousands) Outstanding at January 1, 2021 10,689 $ 4.67 Granted — — Exercised (9,050) 4.19 Forfeited (17) 6.58 Expired (13) 10.64 Outstanding at December 31, 2021 1,609 $ 7.32 3.84 $ 5,954 Exercisable 1,609 $ 7.32 3.84 $ 5,954 |
Schedule of Information for Stock Options and Stock Appreciation Rights Outstanding and Exercisable | The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2021: Awards outstanding & exercisable Range of Exercise Prices Outstanding Weighted average Weighted (Shares in thousands) $0.01 to $10.00 1,086 3.9 $ 3.80 $10.01 to $20.00 508 3.8 14.41 $20.01 to $30.00 15 1.6 22.02 1,609 3.8 $ 7.32 |
Schedule of Outstanding Unvested Equity Units | Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2021 and changes during the year ended December 31, 2021 are as follows: RSUs MSUs PSUs Number of Shares Weighted Average Number of Shares (a) Weighted Average Number of Shares (a) Weighted Average (Shares in thousands) Unvested at January 1, 2021 9,560 $ 10.19 2,496 $ 7.82 1,958 $ 5.11 Granted 11,670 12.73 3,328 14.39 696 13.51 Vested (2,424) 12.78 (153) 6.81 (369) 5.11 Forfeited (5,510) 11.28 (1,960) 6.85 (1,111) 6.37 Unvested at December 31, 2021 13,296 $ 11.49 3,711 $ 14.27 1,174 $ 8.89 ___________________________ (a) Included in the table are MSUs and PSUs which vests in varying amounts depending upon certain market or performance conditions. The MSUs and PSUs in the table above includes these awards at their maximum potential payout. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents revenue by reportable segment: Years Ended December 31, 2021 2020 2019 (In thousands) Revenue: North America $ 1,602,571 $ 1,395,428 $ 1,249,892 Europe 82,867 72,497 76,313 Total $ 1,685,438 $ 1,467,925 $ 1,326,205 The following tables present operating (loss) income and Adjusted EBITDA by reportable segment: Years Ended December 31, 2021 2020 2019 (In thousands) Operating (loss) income: North America $ (63,316) $ 4,811 $ 48,967 Europe (13,197) (11,179) (10,322) Total $ (76,513) $ (6,368) $ 38,645 Years Ended December 31, 2021 2020 2019 (In thousands) Adjusted EBITDA (f) : North America $ 35,328 $ 178,854 $ 208,192 Europe $ (7,463) $ (6,050) $ (5,895) (f) The Company’s primary financial measure is Adjusted EBITDA, which is defined as operating (loss) income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. |
Schedule of Segmented Revenue Disaggregated by Service | The following table presents the revenue of the Company’s segments disaggregated by type of service: Years Ended December 31, 2021 2020 2019 (In thousands) North America Angi Ads and Leads: Consumer connection revenue (a) $ 896,711 $ 899,175 $ 867,307 Advertising revenue (b) 252,010 226,505 214,259 Membership subscription revenue (c) 68,062 74,073 92,975 Other revenue 27,812 33,136 23,844 Total Angi Ads and Leads revenue 1,244,595 1,232,889 1,198,385 Angi Services revenue (d) 357,976 162,539 51,507 Total North America revenue 1,602,571 1,395,428 1,249,892 Europe Consumer connection revenue (e) 68,686 57,692 59,611 Service professional membership subscription revenue 12,939 13,091 14,231 Advertising and other revenue 1,242 1,714 2,471 Total Europe revenue 82,867 72,497 76,313 Total revenue $ 1,685,438 $ 1,467,925 $ 1,326,205 ________________________ (a) Includes fees paid by service professionals for consumer matches through the Angi Ads and Leads platforms. (b) Includes revenue from service professionals under contract for advertising. (c) Includes membership subscription revenue from service professionals and consumers. (d) Includes revenue from pre-priced offerings and revenue from Angi Roofing. (e) Includes fees paid by service professionals for consumer matches. |
Schedule of Revenue 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. Years Ended December 31, 2021 2020 2019 (In thousands) Revenue United States $ 1,581,051 $ 1,379,236 $ 1,234,755 All other countries 104,387 88,689 91,450 Total $ 1,685,438 $ 1,467,925 $ 1,326,205 |
Schedule of Long-lived Assets by Geographic Areas | December 31, 2021 December 31, 2020 (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 111,136 $ 97,841 All other countries 7,131 11,001 Total $ 118,267 $ 108,842 |
Schedule of Reconciliation of Adjusted EBITDA to Operating Income (Loss) | The following tables reconcile operating (loss) income for the Company’s reportable segments and net loss attributable to Angi Inc. shareholders to Adjusted EBITDA: Year Ended December 31, 2021 Operating Loss Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ (63,316) $ 28,399 $ 53,815 $ 16,430 $ 35,328 Europe (13,197) $ 303 $ 5,431 $ — $ (7,463) Operating loss (76,513) Interest expense (23,485) Other expense, net (2,509) Loss before income taxes (102,507) Income tax benefit 32,013 Net loss (70,494) Net earnings attributable to noncontrolling interests (884) Net loss attributable to Angi Inc. shareholders $ (71,378) Year Ended December 31, 2020 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 4,811 $ 82,933 $ 48,515 $ 42,595 $ 178,854 Europe (11,179) $ 716 $ 4,106 $ 307 $ (6,050) Operating loss (6,368) Interest expense (14,178) Other income, net 1,218 Loss before income taxes (19,328) Income tax benefit 15,168 Net earnings (4,160) Net earnings attributable to noncontrolling interests (2,123) Net earnings attributable to Angi Inc. shareholders $ (6,283) Year Ended December 31, 2019 Operating Income (Loss) Stock-Based Depreciation Amortization Adjusted (In thousands) North America $ 48,967 $ 67,646 $ 37,481 $ 54,098 $ 208,192 Europe (10,322) $ 609 $ 2,434 $ 1,384 $ (5,895) Operating income 38,645 Interest expense (11,493) Other income, net 6,494 Earnings before income taxes 33,646 Income tax benefit 1,668 Net earnings 35,314 Net earnings attributable to noncontrolling interests (485) Net earnings attributable to Angi Inc. shareholders $ 34,829 |
Schedule of Capital Expenditures by Segment | The following table presents capital expenditures by reportable segment: Years Ended December 31, 2021 2020 2019 (In thousands) Capital expenditures: North America $ 67,772 $ 50,462 $ 64,215 Europe 2,443 2,026 4,589 Total $ 70,215 $ 52,488 $ 68,804 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information of Leases | December 31, Leases Balance Sheet Classification 2021 2020 (In thousands) Assets: Right-of-use assets Other non-current assets $ 69,858 $ 87,559 Liabilities: Current lease liabilities Accrued expenses and other current liabilities 17,098 15,700 Long-term lease liabilities Other long-term liabilities 88,423 103,575 Total lease liabilities $ 105,521 $ 119,275 |
Schedule of Lease Cost and Other Information | December 31, Lease Cost Income Statement Classification 2021 2020 (In thousands) Fixed lease cost Cost of revenue $ 346 $ 321 Fixed lease cost Selling and marketing expense 7,305 9,913 Fixed lease cost General and administrative expense 16,829 7,545 Fixed lease cost Product development expense 1,232 1,848 Total fixed lease cost (a) 25,712 19,627 Variable lease cost Cost of revenue — — Variable lease cost Selling and marketing expense 1,087 2,314 Variable lease cost General and administrative expense 2,481 1,567 Variable lease cost Product development expense 567 867 Total variable lease cost 4,135 4,748 Net lease cost $ 29,847 $ 24,375 ________________________________ (a) The years ended December 31, 2021 and 2020 includes $0.1 million and $0.04 million of short-term lease cost, respectively, and $1.8 million of sublease income for both years. December 31, 2021 2020 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 3,143 $ 326 Cash paid for amounts included in the measurement of lease liabilities $ 23,506 $ 20,939 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 (b) : For Years Ending December 31: (In thousands) 2022 $ 22,818 2023 21,103 2024 19,825 2025 19,302 2026 18,377 Thereafter 25,050 Total 126,475 Less: Interest 20,954 Present value of lease liabilities $ 105,521 ________________________________ (b) Lease payments exclude $1.2 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Schedule of Weighted-Average Lease Term and Discount Rate of Leases | The following are the weighted average assumptions used for lease terms and discount rates as of December 31, 2021 and 2020: December 31, 2021 2020 Remaining lease term 6.0 years 6.9 years Discount rate 5.97 % 5.91 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Payments under Non-cancelable Unconditional Purchase Obligations | Future payments under non-cancelable unconditional purchase obligations as of December 31, 2021 are as follows: Amount of Commitment Expiration Per Period Less Than 1–3 3–5 More Than Total (In thousands) Purchase obligations $ 26,262 $ 4,515 $ — $ — $ 30,777 |
CONSOLIDATED FINANCIAL STATEM_2
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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: December 31, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 428,136 $ 812,705 Restricted cash included in other current assets 156 407 Restricted cash included in other non-current assets 1,193 449 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 429,485 $ 813,561 |
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: December 31, 2021 December 31, 2020 (In thousands) Cash and cash equivalents $ 428,136 $ 812,705 Restricted cash included in other current assets 156 407 Restricted cash included in other non-current assets 1,193 449 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 429,485 $ 813,561 |
Schedule of Other Current Assets | December 31, 2021 2020 (In thousands) Other current assets: Capitalized costs to obtain a contract with a customer $ 37,971 $ 49,194 Prepaid expenses 24,749 17,742 Other 7,828 5,022 Other current assets $ 70,548 $ 71,958 |
Schedule of Property and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Capitalized software and computer equipment 2 to 3 Years Furniture and other equipment 5 to 7 Years Leasehold improvements 5 to 25 Years December 31, 2021 2020 (In thousands) Capitalized software, leasehold improvements and equipment, net: Capitalized software and computer equipment $ 153,953 $ 132,026 Leasehold improvements 29,605 31,864 Furniture and other equipment 11,596 13,252 Projects in progress 31,348 27,138 Capitalized software, leasehold improvements and equipment 226,502 204,280 Accumulated depreciation and amortization (108,235) (95,438) Capitalized software, leasehold improvements and equipment, net $ 118,267 $ 108,842 |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, 2021 2020 (In thousands) Accrued expenses and other current liabilities: Accrued employee compensation and benefits $ 46,464 $ 47,310 Accrued advertising expense 36,231 30,033 Current lease liabilities 17,098 15,700 Other 84,022 55,176 Accrued expenses and other current liabilities $ 183,815 $ 148,219 |
Schedule of Other Income (Expense), Net | Years Ended December 31, 2021 2020 2019 (In thousands) Interest income $ 239 $ 1,725 $ 7,974 Gain (loss) on the sale of a business (a) 31 (454) (218) Foreign exchange (losses) gains (1,656) (57) 559 Loss on extinguishment of debt (b) (1,110) — — Other (13) 4 (1,821) Other (expense) income, net $ (2,509) $ 1,218 $ 6,494 ________________________ (a) Loss from acquisition/sale of a business for the year ended December 31, 2020 includes a $0.2 million mark-to-market charge for an indemnification charge related to the Handy acquisition that was settled in Angi Inc. shares during the first quarter of 2020 and a $0.3 million charge related to the final earn-out settlement related to the sale of Felix. |
Schedule of Cash Flow, Supplemental Disclosures | Years Ended December 31, 2021 2020 2019 (In thousands) Cash paid (received) during the year for: Interest expense—third-party $ 21,450 $ 5,367 $ 10,290 Interest expense—related party — — 54 Income tax payments, including amounts paid to IAC for Angi Inc.'s share of IAC's consolidated tax liability 4,647 1,789 12,224 Income tax refunds, including amounts received from IAC for Angi Inc.’s share of IAC's consolidated tax liability (587) (3,506) (957) |
ORGANIZATION - Narrative (Detai
ORGANIZATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021professionalprojectsegmentcategory | |
Noncontrolling Interest [Line Items] | |
Number of service categories (more than) | category | 500 |
Number of domestic service professionals (over) | professional | 240,000 |
Number of projects | project | 33,000,000 |
Number of operating segments | segment | 2 |
Angi | IAC | |
Noncontrolling Interest [Line Items] | |
Economic interest (as a percent) | 84.50% |
Voting interest (as a percent) | 98.20% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)unit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 01, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,685,438,000 | $ 1,467,925,000 | $ 1,326,205,000 | |
Amortization of contract assets | 84,700,000 | 64,800,000 | ||
Current contract assets | 37,971,000 | 49,194,000 | ||
Non-current contract assets | 1,100,000 | 400,000 | ||
Revenue reserve | 2,700,000 | 1,800,000 | ||
Allowance and reserves | 36,400,000 | 27,800,000 | ||
Deferred revenue recognized | 54,500,000 | 57,600,000 | ||
Current deferred revenue | 53,834,000 | 54,654,000 | ||
Non-current deferred revenue | $ 100,000 | 200,000 | ||
Cash equivalents maturity period at purchase (less than) | 91 days | |||
Marketable debt securities | $ 0 | 49,995,000 | ||
Number of reporting units | unit | 2 | |||
Market capitalization | $ 6,200,000,000 | |||
Amount by which market capitalization exceeds carrying value | 5,000,000,000 | |||
Advertising expense | $ 556,400,000 | 487,600,000 | 484,300,000 | |
Redeemable Noncontrolling Interest | ||||
Disaggregation of Revenue [Line Items] | ||||
Adjustment of redeemable noncontrolling interests to fair value | 28,300,000 | 1,600,000 | 8,200,000 | |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 104,387,000 | 88,689,000 | 91,450,000 | |
Cash equivalents | 0 | 0 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 82,867,000 | 72,497,000 | 76,313,000 | |
Amount by which market capitalization exceeds carrying value | 164,200,000 | |||
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,602,571,000 | 1,395,428,000 | $ 1,249,892,000 | |
Amount by which market capitalization exceeds carrying value | $ 4,900,000,000 | |||
Effect of adoption of ASU No. 2014-09 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 73,800,000 | |||
Discount Rate | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Measurement input (as a percent) | 0.15 | 0.15 | ||
Discount Rate | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Measurement input (as a percent) | 0.111 | 0.115 | ||
Discount Rate | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Measurement input (as a percent) | 0.150 | 0.150 | ||
Royalty Rate | Indefinite-lived Intangible Assets | Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Measurement input (as a percent) | 0.020 | 0.020 | ||
Royalty Rate | Indefinite-lived Intangible Assets | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Measurement input (as a percent) | 0.050 | 0.055 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | 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 | 88,076 | 78,229 |
Write-offs charged against the credit loss reserve | (82,911) | (73,682) |
Recoveries collected | 2,441 | 2,433 |
Balance at December 31 | $ 33,652 | $ 26,046 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment, net | $ 118,267 | $ 108,842 |
Capitalized software and computer equipment | Minimum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 2 years | |
Capitalized software and computer equipment | Maximum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 3 years | |
Furniture and other equipment | Minimum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 5 years | |
Furniture and other equipment | Maximum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 7 years | |
Leasehold improvements | Minimum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 5 years | |
Leasehold improvements | Maximum | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Estimated useful life (in years) | 25 years | |
Capitalized internal use software | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment, net | $ 86,400 | $ 67,900 |
INCOME TAXES - Income before In
INCOME TAXES - Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (88,777) | $ (10,913) | $ 39,821 |
Foreign | (13,730) | (8,415) | (6,175) |
(Loss) earnings before income taxes | $ (102,507) | $ (19,328) | $ 33,646 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax provision: | |||
Federal | $ 36 | $ (306) | $ (43) |
State | 3,008 | 1,408 | 819 |
Foreign | 1,249 | (992) | 806 |
Current income tax provision | 4,293 | 110 | 1,582 |
Deferred income tax benefit | |||
Federal | (29,889) | (5,163) | (3,416) |
State | (8,712) | (6,249) | 517 |
Foreign | 2,295 | (3,866) | (351) |
Deferred income tax benefit | (36,306) | (15,278) | (3,250) |
Income tax benefit | $ (32,013) | $ (15,168) | $ (1,668) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss (“NOL”) carryforwards | $ 212,315 | $ 182,449 |
Long-term lease liabilities | 26,182 | 29,314 |
Stock-based compensation | 5,390 | 18,955 |
Other | 35,384 | 28,637 |
Total deferred tax assets | 279,271 | 259,355 |
Less valuation allowance | (66,626) | (77,076) |
Net deferred tax assets | 212,645 | 182,279 |
Deferred tax liabilities: | ||
Intangible assets | (46,591) | (47,858) |
Capitalized software, leasehold improvements and equipment | (18,624) | (16,152) |
Right-of-use assets | (17,270) | (21,496) |
Capitalized costs to obtain a contract with a customer | (9,263) | (12,233) |
Other | (87) | (90) |
Total deferred tax liabilities | (91,835) | (97,829) |
Net deferred tax assets | $ 120,810 | $ 84,450 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||
Deferred tax asset payable to parent | $ 93,900,000 | |
Income tax benefit related to net operating losses | 44,000,000 | |
Deferred tax assets | 279,271,000 | $ 259,355,000 |
Deferred tax assets, valuation allowance | 66,626,000 | 77,076,000 |
Unrecognized tax (benefit), accruals for interest and penalties | 0 | |
Unrecognized tax benefits, income tax penalties accrued | 0 | |
Unrecognized tax benefits including tax interest accrued | 6,300,000 | 5,300,000 |
Unrecognized tax benefits unrelated to federal income taxes statute of limitations expiring to be recognized in subsequent periods that would impact income tax expense, continuing operations | 6,000,000 | $ 5,100,000 |
Federal Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 592,900,000 | |
Operating loss carryforwards not subject to expiration | 220,700,000 | |
Operating loss carryforwards subject to expiration within twenty years | 372,200,000 | |
Operating loss carryforwards not subject to limitation | 327,500,000 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards | 479,200,000 | |
Operating loss carryforwards not subject to limitation | 226,600,000 | |
Federal and State Tax Credits | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforwards | 19,900,000 | |
Tax credit carryforwards not subject to expiration | 800,000 | |
Tax credit carryforwards, subject to expiration | 19,100,000 | |
Deferred tax assets | 210,700,000 | |
Foreign Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards not subject to expiration | 314,300,000 | |
Operating loss carryforwards available to offset future income | 358,000,000 | |
Operating loss carryforwards subject to expiration | 43,700,000 | |
Valuation allowance, increase (decrease), amount | $ (10,500,000) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) provision at the federal statutory rate of 21% | $ (21,527) | $ (4,058) | $ 7,066 |
State income taxes, net of effect of federal tax benefit | (1,379) | 1,641 | 2,693 |
Stock-based compensation | (10,331) | (2,914) | (12,768) |
Unbenefited losses | 4,481 | 2,899 | 1,523 |
Change in judgement on beginning of the year valuation allowance | (4,165) | (3,544) | 0 |
Research credit | (2,431) | (2,494) | (3,308) |
Deferred tax adjustment for enacted changes in tax law and rates | 768 | (5,244) | 502 |
Net adjustment related to the reconciliation of income tax provision accruals to tax returns | 335 | (743) | 448 |
Other, net | 2,236 | (711) | 2,176 |
Income tax benefit | $ (32,013) | $ (15,168) | $ (1,668) |
INCOME TAXES - Income Tax Conti
INCOME TAXES - Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Balance at January 1 | $ 5,268 | $ 4,025 | $ 2,356 |
Additions based on tax positions related to the current year | 1,317 | 1,676 | 1,325 |
Additions for tax positions of prior years | 264 | 423 | 344 |
Reductions for tax positions of prior years | (91) | 0 | 0 |
Settlements | (460) | (856) | 0 |
Balance at December 31 | $ 6,298 | $ 5,268 | $ 4,025 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 916,039 | $ 891,797 | $ 883,960 |
Intangible assets with indefinite lives | 171,427 | 171,888 | |
Intangible assets with definite lives, net of accumulated amortization | 22,399 | 37,829 | |
Total goodwill and intangible assets, net | $ 1,109,865 | $ 1,101,514 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Balance at beginning of period | $ 891,797 | $ 883,960 | |
Additions | 26,822 | 2,665 | |
(Deductions) | 0 | 0 | |
Foreign Currency Translation | (2,580) | 5,172 | |
Balance at end of period | 916,039 | 891,797 | |
Total Home Roofing | |||
Goodwill | |||
Additions | $ 26,800 | ||
North America | |||
Goodwill | |||
Balance at beginning of period | 816,307 | 813,417 | |
Additions | 26,822 | 2,665 | |
(Deductions) | 0 | 0 | |
Foreign Currency Translation | 64 | 225 | |
Balance at end of period | 843,193 | 816,307 | |
Europe | |||
Goodwill | |||
Balance at beginning of period | 75,490 | 70,543 | |
Additions | 0 | 0 | |
(Deductions) | 0 | 0 | |
Foreign Currency Translation | (2,644) | 4,947 | |
Balance at end of period | $ 72,846 | $ 75,490 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 181,755 | $ 200,456 |
Accumulated Amortization | (159,356) | (162,627) |
Total | $ 22,399 | $ 37,829 |
Weighted-Average Useful Life (Years) | 4 years 1 month 6 days | 4 years 1 month 6 days |
Service professional relationships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 97,989 | $ 97,160 |
Accumulated Amortization | (97,322) | (97,000) |
Total | $ 667 | $ 160 |
Weighted-Average Useful Life (Years) | 3 years | 3 years |
Technology | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 82,351 | $ 83,468 |
Accumulated Amortization | (60,619) | (47,144) |
Total | $ 21,732 | $ 36,324 |
Weighted-Average Useful Life (Years) | 5 years 6 months | 5 years 6 months |
Memberships | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 15,900 | |
Accumulated Amortization | (15,900) | |
Total | $ 0 | |
Weighted-Average Useful Life (Years) | 3 years | |
Customer lists and user base | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 800 | |
Accumulated Amortization | (192) | |
Total | $ 608 | |
Weighted-Average Useful Life (Years) | 8 years | |
Trade names | ||
Intangible assets with definite lives | ||
Gross Carrying Amount | $ 1,415 | $ 3,128 |
Accumulated Amortization | (1,415) | (2,391) |
Total | $ 0 | $ 737 |
Weighted-Average Useful Life (Years) | 5 years | 5 years 7 months 6 days |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 14,441 | |
2023 | 7,958 | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ 22,399 | $ 37,829 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Marketable debt securities | $ 0 | $ 49,995,000 | |
Proceeds from maturities of marketable debt securities | 50,000,000 | 50,000,000 | $ 25,000,000 |
Gross realized gains (losses) from the maturities of available-for-sale marketable debt securities | 0 | 0 | |
Impairment on ROU assets, leasehold improvements, and furniture and equipment | 12,671,000 | $ 169,000 | $ 30,000 |
Impairment charges due to reducing real estate footprint | $ 9,600,000 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Marketable Securities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 49,995,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 0 | 49,995,000 |
Treasury discount notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 49,995,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 49,995,000 |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable debt securities | $ 0 | $ 49,995,000 |
Total | 280,052,000 | 751,725,000 |
Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 49,995,000 | |
Money market funds | ||
Assets: | ||
Cash equivalents | 280,052,000 | 374,014,000 |
Treasury discount notes | ||
Assets: | ||
Cash equivalents | 324,995,000 | |
Time deposits | ||
Assets: | ||
Cash equivalents | 2,721,000 | |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | ||
Assets: | ||
Total | 280,052,000 | 374,014,000 |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 0 | |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 280,052,000 | 374,014,000 |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | Treasury discount notes | ||
Assets: | ||
Cash equivalents | 0 | |
Quoted Market Prices for Identical Assets in Active Markets (Level 1) | Time deposits | ||
Assets: | ||
Cash equivalents | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total | 0 | 377,711,000 |
Significant Other Observable Inputs (Level 2) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 49,995,000 | |
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 | 324,995,000 | |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets: | ||
Cash equivalents | 2,721,000 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Treasury discount notes | ||
Assets: | ||
Marketable debt securities | 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 | |
Significant Unobservable Inputs (Level 3) | Time deposits | ||
Assets: | ||
Cash equivalents | $ 0 |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net | $ (494,552) | $ (712,277) |
Unamortized debt issuance costs | 5,400 | 7,700 |
Fair Value | ||
Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, net | $ (486,875) | $ (725,700) |
LONG-TERM DEBT - Summary (Detai
LONG-TERM DEBT - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Total long-term debt | $ 500,000 | $ 720,000 |
Less: unamortized debt issuance costs | 5,448 | 7,723 |
Total long-term debt, net | 494,552 | 712,277 |
3.875% Senior Notes | Senior Notes | ||
Debt Instrument | ||
Total long-term debt | $ 500,000 | 500,000 |
Interest rate, stated percentage | 3.875% | |
ANGI Group Term Loan due November 5, 2023 (“ANGI Group Term Loan”) | Loans Payable | ||
Debt Instrument | ||
Total long-term debt | $ 0 | $ 220,000 |
LONG-TERM DEBT - Debt Redemptio
LONG-TERM DEBT - Debt Redemption (Details) - 3.875% Senior Notes - Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
2023 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price (as a percent) | 101.938% |
2024 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price (as a percent) | 100.969% |
2025 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption price (as a percent) | 100.00% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument | |||
Total long-term debt | $ 500,000 | $ 720,000 | |
Credit Facility | Revolving Credit Facility | |||
Debt Instrument | |||
Maximum borrowing capacity of credit facility | $ 250,000 | ||
Senior Notes | 3.875% Senior Notes | |||
Debt Instrument | |||
Leverage ratio, maximum | 3.75 | ||
Total long-term debt | $ 500,000 | 500,000 | |
Loans Payable | ANGI Group Term Loan due November 5, 2023 (“ANGI Group Term Loan”) | |||
Debt Instrument | |||
Total long-term debt | $ 0 | $ 220,000 | |
Basis spread on variable rate (as a percent) | 2.16% |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)voteshares | Dec. 31, 2020shares | Mar. 09, 2020shares | Feb. 06, 2019shares | |
Class of Stock [Line Items] | ||||
Stock authorized for repurchase (shares) | 20,000,000 | 15,000,000 | ||
Stock repurchased during period (shares) | 3,200,000 | |||
Shares repurchased during period, value | $ | $ 35.4 | |||
Remaining stock authorized for repurchase (shares) | 16,100,000 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Votes per each share of stock | vote | 1 | |||
Common stock outstanding (shares) | 80,578,000 | 78,333,000 | ||
Common stock reserved (shares) | 25,600,000 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Votes per each share of stock | vote | 10 | |||
Common stock outstanding (shares) | 422,019,000 | 421,862,000 | ||
Class C Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (shares) | 0 | 0 | ||
Class C Common Stock | Delaware | ||||
Class of Stock [Line Items] | ||||
Fractional votes for each share of common stock | vote | 0.01 | |||
Angi | IAC | ||||
Class of Stock [Line Items] | ||||
Economic interest (as a percent) | 84.50% | |||
Voting interest (as a percent) | 98.20% | |||
Angi | IAC | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (shares) | 2,600,000 | |||
Angi | IAC | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (shares) | 422,000,000 | |||
Minimum proportion of non-voting capital stock that parent is enabled to maintain upon issuance of new stock (as a percent) | 80.10% |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | $ 1,272,290,000 | ||
Other comprehensive (loss) income | (1,219,000) | $ 6,827,000 | $ 396,000 |
Balance at end of period | 1,134,619,000 | 1,272,290,000 | |
Income tax provision (benefit) | 0 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | 4,637,000 | (1,379,000) | (1,861,000) |
Other comprehensive (loss) income | (1,328,000) | 6,016,000 | 482,000 |
Balance at end of period | 3,309,000 | 4,637,000 | (1,379,000) |
Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | 4,637,000 | (1,379,000) | (1,864,000) |
Other comprehensive (loss) income | (1,328,000) | 6,016,000 | 485,000 |
Balance at end of period | $ 3,309,000 | 4,637,000 | (1,379,000) |
Unrealized Gains on Available-For-Sale Debt Securities | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at beginning of period | $ 0 | 3,000 | |
Other comprehensive (loss) income | (3,000) | ||
Balance at end of period | $ 0 |
(LOSS) EARNINGS PER SHARE - Sum
(LOSS) EARNINGS PER SHARE - Summary (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net (loss) earnings | $ (70,494) | $ (4,160) | $ 35,314 |
Net earnings attributable to noncontrolling interests | (884) | (2,123) | (485) |
Net (loss) earnings attributable to Angi Inc. shareholders | $ (71,378) | $ (6,283) | $ 34,829 |
Weighted average basic Class A and Class B common stock shares outstanding, basic (shares) | 502,761 | 498,159 | 504,875 |
Dilutive securities (shares) | 0 | 0 | 13,044 |
Denominator for (loss) earnings per share - weighted average shares, diluted (shares) | 502,761 | 498,159 | 517,919 |
(Loss) earnings per share attributable to Angi Inc. shareholders: | |||
(Loss) earnings per share, basic (USD per share) | $ (0.14) | $ (0.01) | $ 0.07 |
(Loss) earnings per share, diluted (USD per share) | $ (0.14) | $ (0.01) | $ 0.07 |
Stock Options and Subsidiary Denominated Equity and Vesting of Restricted Common Stock, Restricted Stock Units (RSU's) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 17,500 | 24,900 | 5,500 |
Market-based Awards and PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted earnings per share (shares) | 2,200 | 2,000 | 900 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)planinstallment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of active stock-based compensation plans | plan | 1 | ||
Shares available for grant (in shares) | shares | 8,100,000 | ||
Stated term (in years) | 10 years | ||
Unrecognized compensation cost, net of estimated forfeitures | $ 107,700,000 | ||
Weighted average period over which cost is expected to be recognized (in years) | 2 years 10 months 24 days | ||
Tax benefit recognized related to stock-based compensation | $ 16,900,000 | $ 24,300,000 | $ 28,800,000 |
Tax benefit realized from exercises | 10,800,000 | 11,400,000 | 27,900,000 |
Intrinsic value of exercises | 103,800,000 | 120,900,000 | 107,500,000 |
Incremental compensation cost from modification recognized in year of modification | 900,000 | 21,100,000 | 29,000,000 |
Proceeds from the exercise of stock options | 0 | 0 | 573,000 |
Cash remitted in stock issuance assuming conversion | $ (10,331,000) | (2,914,000) | (12,768,000) |
Assumed withholding rate (as a percent) | 50.00% | ||
Stock-based compensation expense | $ 28,702,000 | $ 83,649,000 | $ 68,255,000 |
Stock Options and Stock Appreciation Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 4 years | ||
Stock options and stock appreciation rights granted in period (shares) | shares | 0 | 0 | 0 |
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock issued assuming conversion (shares) | shares | 300,000 | ||
Cash remitted in stock issuance assuming conversion | $ 2,900,000 | ||
RSUs & Subsidiary Denominated Equity Instruments | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock issued assuming conversion (shares) | shares | 9,100,000 | ||
Cash remitted in stock issuance assuming conversion | $ 83,500,000 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of installments | installment | 1 | ||
Weighted average grant date fair value (USD per share) | $ / shares | $ 12.73 | $ 7.37 | $ 13.16 |
Equity units granted (shares) | shares | 11,670,000 | ||
Fair value of RSU's that vested during the period | $ 35,200,000 | $ 23,400,000 | $ 16,100,000 |
Equity units vested (shares) | shares | 2,424,000 | ||
Subsidiary Denominated Equity Instruments | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 4 years | ||
MSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 2 years | ||
Number of installments | installment | 5 | ||
Stock-based compensation expense | $ 10,400,000 | ||
Weighted average grant date fair value (USD per share) | $ / shares | $ 14.39 | $ 3.67 | |
Equity units granted (shares) | shares | 3,328,000 | 0 | |
Fair value of RSU's that vested during the period | $ 2,100,000 | $ 5,200,000 | $ 3,200,000 |
Equity units vested (shares) | shares | 153,000 | ||
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted average grant date fair value (USD per share) | $ / shares | $ 13.51 | $ 6.92 | $ 15.93 |
Equity units granted (shares) | shares | 696,000 | ||
Fair value of RSU's that vested during the period | $ 3,600,000 | ||
Equity units vested (shares) | shares | 369,000 | 0 | 0 |
Minimum | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 3 years | ||
Minimum | PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 2 years | ||
Maximum | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 4 years | ||
Maximum | PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period (in years) | 5 years |
STOCK-BASED COMPENSATION - SARs
STOCK-BASED COMPENSATION - SARs and Options (Details) - Stock Options and Stock Appreciation Rights - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Outstanding, beginning balance (shares) | 10,689 | ||
Granted (shares) | 0 | 0 | 0 |
Exercised (shares) | (9,050) | ||
Forfeited (shares) | (17) | ||
Expired (shares) | (13) | ||
Outstanding, ending balance (shares) | 1,609 | 10,689 | |
Weighted Average Exercise Price | |||
Outstanding, weighted average exercise price beginning balance (USD per share) | $ 4.67 | ||
Granted (USD per share) | 0 | ||
Exercised (USD per share) | 4.19 | ||
Forfeited (USD per share) | 6.58 | ||
Expired (USD per share) | 10.64 | ||
Outstanding, weighted average exercise price ending balance (USD per share) | $ 7.32 | $ 4.67 | |
Outstanding, Weighted average remaining contractual life (in years) | 3 years 10 months 2 days | ||
Outstanding, Aggregate intrinsic value (in USD) | $ 5,954 | ||
Exercisable, number exercisable at end of period (in shares) | 1,609 | ||
Exercisable, weighted average exercise price at end of period (USD per share) | $ 7.32 | ||
Exercisable, weighted average remaining contractual life (in years) | 3 years 10 months 2 days | ||
Exercisable, aggregate intrinsic value at end of period (in USD) | $ 5,954 |
STOCK-BASED COMPENSATION - Info
STOCK-BASED COMPENSATION - Information for Stock Options and Stock Appreciation Rights Outstanding and Exercisable (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
$0.01 to $10.00 | |
Awards outstanding & exercisable | |
Exercise price range, lower limit (USD per share) | $ 0.01 |
Exercise price range, upper limit (USD per share) | 10 |
$10.01 to $20.00 | |
Awards outstanding & exercisable | |
Exercise price range, lower limit (USD per share) | 10.01 |
Exercise price range, upper limit (USD per share) | 20 |
$20.01 to $30.00 | |
Awards outstanding & exercisable | |
Exercise price range, lower limit (USD per share) | 20.01 |
Exercise price range, upper limit (USD per share) | $ 30 |
Stock Options and Stock Appreciation Rights | |
Awards outstanding & exercisable | |
Outstanding, number (shares) | shares | 1,609 |
Weighted average remaining contractual life in years | 3 years 9 months 18 days |
Weighted-average exercise price (USD per share) | $ 7.32 |
Stock Options and Stock Appreciation Rights | $0.01 to $10.00 | |
Awards outstanding & exercisable | |
Outstanding, number (shares) | shares | 1,086 |
Weighted average remaining contractual life in years | 3 years 10 months 24 days |
Weighted-average exercise price (USD per share) | $ 3.80 |
Stock Options and Stock Appreciation Rights | $10.01 to $20.00 | |
Awards outstanding & exercisable | |
Outstanding, number (shares) | shares | 508 |
Weighted average remaining contractual life in years | 3 years 9 months 18 days |
Weighted-average exercise price (USD per share) | $ 14.41 |
Stock Options and Stock Appreciation Rights | $20.01 to $30.00 | |
Awards outstanding & exercisable | |
Outstanding, number (shares) | shares | 15 |
Weighted average remaining contractual life in years | 1 year 7 months 6 days |
Weighted-average exercise price (USD per share) | $ 22.02 |
STOCK-BASED COMPENSATION - Outs
STOCK-BASED COMPENSATION - Outstanding Unvested RSUs, MSUs, and PSUs (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
RSUs | |||
Number of Shares | |||
Balance at beginning of the period (shares) | 9,560,000 | ||
Granted (shares) | 11,670,000 | ||
Vested (shares) | (2,424,000) | ||
Forfeited (shares) | (5,510,000) | ||
Balance at end of the period (shares) | 13,296,000 | 9,560,000 | |
Weighted Average Grant Date Fair Value | |||
Balance at beginning of the period (USD per share) | $ 10.19 | ||
Granted (USD per share) | 12.73 | $ 7.37 | $ 13.16 |
Vested (USD per share) | 12.78 | ||
Forfeited (USD per share) | 11.28 | ||
Balance at end of the period (USD per share) | $ 11.49 | $ 10.19 | |
MSUs | |||
Number of Shares | |||
Balance at beginning of the period (shares) | 2,496,000 | ||
Granted (shares) | 3,328,000 | 0 | |
Vested (shares) | (153,000) | ||
Forfeited (shares) | (1,960,000) | ||
Balance at end of the period (shares) | 3,711,000 | 2,496,000 | |
Weighted Average Grant Date Fair Value | |||
Balance at beginning of the period (USD per share) | $ 7.82 | ||
Granted (USD per share) | 14.39 | $ 3.67 | |
Vested (USD per share) | 6.81 | ||
Forfeited (USD per share) | 6.85 | ||
Balance at end of the period (USD per share) | $ 14.27 | $ 7.82 | |
PSUs | |||
Number of Shares | |||
Balance at beginning of the period (shares) | 1,958,000 | ||
Granted (shares) | 696,000 | ||
Vested (shares) | (369,000) | 0 | 0 |
Forfeited (shares) | (1,111,000) | ||
Balance at end of the period (shares) | 1,174,000 | 1,958,000 | |
Weighted Average Grant Date Fair Value | |||
Balance at beginning of the period (USD per share) | $ 5.11 | ||
Granted (USD per share) | 13.51 | $ 6.92 | $ 15.93 |
Vested (USD per share) | 5.11 | ||
Forfeited (USD per share) | 6.37 | ||
Balance at end of the period (USD per share) | $ 8.89 | $ 5.11 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,685,438 | $ 1,467,925 | $ 1,326,205 |
North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,602,571 | 1,395,428 | 1,249,892 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 82,867 | $ 72,497 | $ 76,313 |
SEGMENT INFORMATION - Revenue D
SEGMENT INFORMATION - Revenue Disaggregated by Service (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,685,438 | $ 1,467,925 | $ 1,326,205 |
North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,602,571 | 1,395,428 | 1,249,892 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 82,867 | 72,497 | 76,313 |
Total Angi Ads and Leads revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,244,595 | 1,232,889 | 1,198,385 |
Consumer connection revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 896,711 | 899,175 | 867,307 |
Consumer connection revenue | Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 68,686 | 57,692 | 59,611 |
Advertising revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 252,010 | 226,505 | 214,259 |
Membership subscription revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 68,062 | 74,073 | 92,975 |
Other revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 27,812 | 33,136 | 23,844 |
Angi Services revenue | North America | |||
Segment Reporting Information [Line Items] | |||
Revenue | 357,976 | 162,539 | 51,507 |
Service professional membership subscription revenue | Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 12,939 | 13,091 | 14,231 |
Advertising and other revenue | Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,242 | $ 1,714 | $ 2,471 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue and Long-lived Assets by Geography | |||
Revenue | $ 1,685,438 | $ 1,467,925 | $ 1,326,205 |
Long-lived assets (excluding goodwill and intangible assets) | 118,267 | 108,842 | |
United States | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | 1,581,051 | 1,379,236 | $ 1,234,755 |
Long-lived assets (excluding goodwill and intangible assets) | $ 111,136 | $ 97,841 | |
United States | Revenue Benchmark | Geographic Concentration Risk | |||
Revenue and Long-lived Assets by Geography | |||
Revenue concentration risk percentage (greater than) | 10.00% | 10.00% | 10.00% |
All other countries | |||
Revenue and Long-lived Assets by Geography | |||
Revenue | $ 104,387 | $ 88,689 | $ 91,450 |
Long-lived assets (excluding goodwill and intangible assets) | $ 7,131 | $ 11,001 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Income (loss) and Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Operating (loss) income | $ (76,513) | $ (6,368) | $ 38,645 |
North America | |||
Segment Reporting Information [Line Items] | |||
Operating (loss) income | (63,316) | 4,811 | 48,967 |
Adjusted EBITDA | 35,328 | 178,854 | 208,192 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Operating (loss) income | (13,197) | (11,179) | (10,322) |
Adjusted EBITDA | $ (7,463) | $ (6,050) | $ (5,895) |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item | |||
Operating (loss) income | $ (76,513) | $ (6,368) | $ 38,645 |
Stock-based compensation expense | 28,702 | 83,649 | 68,255 |
Amortization of intangibles | 16,430 | 42,902 | 55,482 |
Interest expense | (23,485) | (14,178) | (11,493) |
Other (expense) income, net | (2,509) | 1,218 | 6,494 |
(Loss) earnings before income taxes | (102,507) | (19,328) | 33,646 |
Income tax benefit | 32,013 | 15,168 | 1,668 |
Net (loss) earnings | (70,494) | (4,160) | 35,314 |
Net earnings attributable to noncontrolling interests | (884) | (2,123) | (485) |
Net (loss) earnings attributable to Angi Inc. shareholders | (71,378) | (6,283) | 34,829 |
North America | |||
Segment Reporting, Other Significant Reconciling Item | |||
Operating (loss) income | (63,316) | 4,811 | 48,967 |
Stock-based compensation expense | 28,399 | 82,933 | 67,646 |
Depreciation | 53,815 | 48,515 | 37,481 |
Amortization of intangibles | 16,430 | 42,595 | 54,098 |
Adjusted EBITDA | 35,328 | 178,854 | 208,192 |
Europe | |||
Segment Reporting, Other Significant Reconciling Item | |||
Operating (loss) income | (13,197) | (11,179) | (10,322) |
Stock-based compensation expense | 303 | 716 | 609 |
Depreciation | 5,431 | 4,106 | 2,434 |
Amortization of intangibles | 0 | 307 | 1,384 |
Adjusted EBITDA | $ (7,463) | $ (6,050) | $ (5,895) |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 70,215 | $ 52,488 | $ 68,804 |
North America | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 67,772 | 50,462 | 64,215 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 2,443 | $ 2,026 | $ 4,589 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Right-of-use assets | $ 69,858 | $ 87,559 |
Liabilities: | ||
Current lease liabilities | 17,098 | 15,700 |
Long-term lease liabilities | 88,423 | 103,575 |
Total lease liabilities | $ 105,521 | $ 119,275 |
Operating lease, right-of-use asset, balance sheet location [Extensible List] | Other non-current assets, net | Other non-current assets, net |
Operating lease, liability, current, balance sheet location [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease, liability, noncurrent, balance sheet location [Extensible List] | Other long-term liabilities | Other long-term liabilities |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | $ 25,712 | $ 19,627 |
Variable lease cost | 4,135 | 4,748 |
Net lease cost | 29,847 | 24,375 |
Short-term lease cost | 100 | 40 |
Sublease Income | 1,800 | 1,800 |
Cost of revenue | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 346 | 321 |
Variable lease cost | 0 | 0 |
Selling and marketing expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 7,305 | 9,913 |
Variable lease cost | 1,087 | 2,314 |
General and administrative expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 16,829 | 7,545 |
Variable lease cost | 2,481 | 1,567 |
Product development expense | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease cost | 1,232 | 1,848 |
Variable lease cost | $ 567 | $ 867 |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 22,818 | |
2023 | 21,103 | |
2024 | 19,825 | |
2025 | 19,302 | |
2026 | 18,377 | |
Thereafter | 25,050 | |
Total | 126,475 | |
Less: Interest | 20,954 | |
Present value of lease liabilities | 105,521 | $ 119,275 |
Leases not yet commenced | $ 1,200 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remaining lease term (in years) | 6 years | 6 years 10 months 24 days |
Discount rate (percent) | 5.97% | 5.91% |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 3,143 | $ 326 |
Cash paid for amounts included in the measurement of lease liabilities | $ 23,506 | $ 20,939 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Purchase Obligations Outstanding (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Less Than 1 Year | $ 26,262 |
1–3 Years | 4,515 |
3–5 Years | 0 |
More Than 5 Years | 0 |
Total | $ 30,777 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Unrecorded unconditional purchase obligation | $ 30,777 |
Loss contingency reserve | 3,800 |
Purchase Commitments - Advertising | |
Other Commitments [Line Items] | |
Unrecorded unconditional purchase obligation | 13,000 |
Purchase Commitment - Technology Contracts | |
Other Commitments [Line Items] | |
Unrecorded unconditional purchase obligation | 6,600 |
Purchase Commitment - Communication Spend | |
Other Commitments [Line Items] | |
Unrecorded unconditional purchase obligation | 6,100 |
Purchase Commitment - Background Check Services | |
Other Commitments [Line Items] | |
Unrecorded unconditional purchase obligation | $ 3,100 |
RELATED PARTY TRANSACTIONS WI_2
RELATED PARTY TRANSACTIONS WITH IAC - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Services Agreement | |||
Related Party Transaction [Line Items] | |||
Automatic renewal periods for related party agreement | 1 year | ||
Employee Matters Agreement | |||
Related Party Transaction [Line Items] | |||
Voting interest (as a percent) | 80.00% | ||
IAC | Services Agreement | |||
Related Party Transaction [Line Items] | |||
Charges for services rendered pursuant to the services agreement | $ 3,900,000 | $ 4,800,000 | $ 4,800,000 |
IAC | Sublease Agreement | |||
Related Party Transaction [Line Items] | |||
Amounts due from related party | 0 | 100,000 | 100,000 |
Payments received from related party | 1,600,000 | 1,800,000 | $ 1,400,000 |
Amounts due to related party | 0 | ||
Expenses from related party transactions | 600,000 | ||
IAC | Tax Sharing Agreement | |||
Related Party Transaction [Line Items] | |||
Payments received from related party | 3,100,000 | ||
Amounts due to related party | $ 300,000 | 900,000 | |
Expenses from related party transactions | $ 1,500,000 | ||
IAC | Employee Matters Agreement | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 200,000 | 300,000 | 500,000 |
IAC | Employee Matters Agreement | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock to IAC pursuant to the employee matters agreement (shares) | 2,600,000 | 0 | 0 |
BENEFIT PLANS - Narrative (Deta
BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure | |||
Employee contribution limit per calendar year (as a percent of pre-tax earnings) | 50.00% | ||
Employer contribution limit per calendar year (as a percent of compensation) | 3.00% | ||
United States | |||
Defined Contribution Plan Disclosure | |||
Defined contribution plan contributions | $ 8.4 | $ 7.7 | $ 6.3 |
Foreign Plan | |||
Defined Contribution Plan Disclosure | |||
Defined contribution plan contributions | $ 0.7 | $ 0.6 | $ 0.5 |
CONSOLIDATED FINANCIAL STATEM_3
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 428,136 | $ 812,705 | ||
Restricted cash included in other current assets | 156 | 407 | ||
Restricted cash included in other non-current assets | 1,193 | 449 | ||
Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows | $ 429,485 | $ 813,561 | $ 391,478 | $ 338,821 |
CONSOLIDATED FINANCIAL STATEM_4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other current assets: | ||
Capitalized costs to obtain a contract with a customer | $ 37,971 | $ 49,194 |
Prepaid expenses | 24,749 | 17,742 |
Other | 7,828 | 5,022 |
Other current assets | $ 70,548 | $ 71,958 |
CONSOLIDATED FINANCIAL STATEM_5
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment | $ 226,502 | $ 204,280 |
Accumulated depreciation and amortization | (108,235) | (95,438) |
Capitalized software, leasehold improvements and equipment, net | 118,267 | 108,842 |
Capitalized software and computer equipment | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment | 153,953 | 132,026 |
Leasehold improvements | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment | 29,605 | 31,864 |
Furniture and other equipment | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment | 11,596 | 13,252 |
Projects in progress | ||
Capitalized software, leasehold improvements and equipment, net: | ||
Capitalized software, leasehold improvements and equipment | $ 31,348 | $ 27,138 |
CONSOLIDATED FINANCIAL STATEM_6
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other current liabilities: | ||
Accrued employee compensation and benefits | $ 46,464 | $ 47,310 |
Accrued advertising expense | 36,231 | 30,033 |
Current lease liabilities | 17,098 | 15,700 |
Other | 84,022 | 55,176 |
Accrued expenses and other current liabilities | $ 183,815 | $ 148,219 |
CONSOLIDATED FINANCIAL STATEM_7
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Interest income | $ 239 | $ 1,725 | $ 7,974 | ||
Gain (loss) from the sale of a business | 31 | (454) | (218) | ||
Foreign exchange (losses) gains | $ (1,200) | (1,656) | (57) | 559 | |
Loss on extinguishment of debt | (1,110) | 0 | 0 | ||
Other | (13) | 4 | (1,821) | ||
Other (expense) income, net | $ (2,509) | 1,218 | $ 6,494 | ||
Mark-to-market loss on an indemnification claim related to Handy acquisition | $ 200 | ||||
Charge related to final earn-out settlement related to sale of Felix | $ 300 |
CONSOLIDATED FINANCIAL STATEM_8
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid (received) during the year for: | |||
Interest expense—third-party | $ 21,450 | $ 5,367 | $ 10,290 |
Interest expense—related party | 0 | 0 | 54 |
Income tax payments, including amounts paid to IAC for Angi Inc.'s share of IAC's consolidated tax liability | 4,647 | 1,789 | 12,224 |
Income tax refunds, including amounts received from IAC for Angi Inc.’s share of IAC's consolidated tax liability | $ (587) | $ (3,506) | $ (957) |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Credit loss reserves | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | $ 26,046 | $ 19,066 | $ 15,622 |
Charges to Earnings | 88,076 | 78,229 | 64,278 |
Charges to Other Accounts | 92 | (152) | (46) |
Deductions | (80,562) | (71,097) | (60,788) |
Balance at End of Period | 33,652 | 26,046 | 19,066 |
Revenue reserves | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 1,793 | 1,227 | 981 |
Charges to Earnings | 117,239 | 103,627 | 111,069 |
Charges to Other Accounts | 0 | 0 | (2) |
Deductions | (116,323) | (103,061) | (110,821) |
Balance at End of Period | 2,709 | 1,793 | 1,227 |
Deferred tax valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 77,076 | 71,472 | 58,903 |
Charges to Earnings | (5,925) | (235) | 14,083 |
Charges to Other Accounts | (4,525) | 5,839 | (1,514) |
Deductions | 0 | 0 | 0 |
Balance at End of Period | 66,626 | 77,076 | 71,472 |
Other reserves | |||
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | 7,495 | 5,057 | 3,919 |
Balance at End of Period | $ 11,360 | $ 7,495 | $ 5,057 |