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As filed with the Securities and Exchange Commission on November 9, 2018

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2018
Or
o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________                            
Commission File No. 001-38220
 
https://cdn.kscope.io/f9f95f5798407109888c9464d8119024-angifinala05.jpg
ANGI HOMESERVICES INC.
(Exact name of registrant as specified in its charter)
Delaware
 (State or other jurisdiction of
incorporation or organization)
 
82-1204801
(I.R.S. Employer
Identification No.)
 14023 Denver West Parkway, Building 64, Golden, CO 80401
 (Address of registrant's principal executive offices)
 (303) 963-7200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer ý

 
Smaller reporting
 company o
 
Emerging growth
company ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
As of November 2, 2018, the following shares of the registrant's common stock were outstanding:
Class A Common Stock
74,873,502

Class B Common Stock
420,980,478

Class C Common Stock
—

Total outstanding Common Stock
495,853,980

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of November 2, 2018 was $1,419,808,435. For the purpose of the foregoing calculation only, IAC/InterActiveCorp and all directors and executive officers of the registrant are assumed to be affiliates of the registrant.



TABLE OF CONTENTS
 
 
Page
Number
 




2
Table of Contents

PART I
FINANCIAL INFORMATION
Item 1.    Consolidated and Combined Financial Statements
ANGI HOMESERVICES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
 
September 30, 2018
 
December 31, 2017
 
(In thousands, except par value amounts)
ASSETS
 
 
 
Cash and cash equivalents
$
279,489

 
$
221,521

Marketable securities
34,865

 
—

Accounts receivable, net of allowance and reserves of $17,540 and $9,263, respectively
44,394

 
28,085

Other current assets
61,858

 
12,772

Total current assets
420,606

 
262,378

 
 
 
 
Property and equipment, net of accumulated depreciation and amortization of $34,689 and $24,368, respectively
58,775

 
53,292

Goodwill
769,131

 
770,226

Intangible assets, net of accumulated amortization of $79,506 and $36,289, respectively
280,645

 
328,571

Deferred income taxes
42,471

 
50,723

Other non-current assets
7,427

 
2,072

TOTAL ASSETS   
$
1,579,055

 
$
1,467,262

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
LIABILITIES:
 
 
 
Current portion of long-term debt
$
13,750

 
$
13,750

Current portion of long-term debt—related party
—

 
816

Accounts payable
18,722

 
18,933

Deferred revenue
66,666

 
62,371

Accrued expenses and other current liabilities
81,471

 
75,171

Total current liabilities
180,609

 
171,041

 
 
 
 
Long-term debt, net
248,455

 
258,312

Long-term debt—related party, net
1,048

 
1,997

Deferred income taxes
3,615

 
5,626

Other long-term liabilities
11,610

 
5,892

 
 
 
 
Redeemable noncontrolling interests
21,942

 
21,300

 
 
 
 
Commitments and contingencies


 


 
 
 
 
SHAREHOLDERS' EQUITY:
 
 
 
Class A common stock, $0.001 par value; authorized 2,000,000 shares; 66,073 and 62,818 shares issued and outstanding, respectively
66

 
63

Class B convertible common stock, $0.001 par value; authorized 1,500,000 shares; 415,904 and 415,186 shares issued and outstanding, respectively
416

 
415

Class C common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding
—

 
—

Additional paid-in capital
1,156,486

 
1,112,400

Accumulated deficit
(55,484
)
 
(121,764
)
Accumulated other comprehensive income
1,278

 
2,232

Total ANGI Homeservices Inc. shareholders' equity
1,102,762

 
993,346

Noncontrolling interests
9,014

 
9,748

Total shareholders' equity
1,111,776

 
1,003,094

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   
$
1,579,055

 
$
1,467,262

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

3

ANGI HOMESERVICES INC. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share data)
Revenue
$
303,116

 
$
181,717

 
$
853,249

 
$
513,173

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
14,015

 
7,999

 
42,313

 
22,391

Selling and marketing expense
136,412

 
130,866

 
416,187

 
337,654

General and administrative expense
82,154

 
129,088

 
238,112

 
217,962

Product development expense
15,309

 
20,010

 
44,751

 
32,529

Depreciation
6,100

 
3,491

 
18,170

 
9,705

Amortization of intangibles
15,611

 
2,768

 
47,695

 
6,885

Total operating costs and expenses
269,601

 
294,222

 
807,228

 
627,126

Operating income (loss)
33,515

 
(112,505
)
 
46,021

 
(113,953
)
Interest expense—third party
(3,132
)
 
—

 
(8,797
)
 
—

Interest expense—related party
(23
)
 
(1,864
)
 
(102
)
 
(5,538
)
Other income, net
1,566

 
1,364

 
2,975

 
2,100

Earnings (loss) before income taxes
31,926

 
(113,005
)
 
40,097

 
(117,391
)
Income tax (provision) benefit
(5,140
)
 
40,847

 
598

 
71,095

Net earnings (loss)
26,786

 
(72,158
)
 
40,695

 
(46,296
)
Net (earnings) loss attributable to noncontrolling interests
(169
)
 
397

 
(64
)
 
1,402

Net earnings (loss) attributable to ANGI Homeservices Inc. shareholders
$
26,617

 
$
(71,761
)
 
$
40,631

 
$
(44,894
)
 
 
 
 
 
 
 
 
Per share information attributable to ANGI Homeservices Inc. shareholders:
 
 
 
 
Basic earnings (loss) per share
$
0.06

 
$
(0.17
)
 
$
0.08

 
$
(0.11
)
Diluted earnings (loss) per share
$
0.05

 
$
(0.17
)
 
$
0.08

 
$
(0.11
)
 
 
 
 
 
 
 
 
Stock-based compensation expense by function:
 
 
 
 
 
 
 
Cost of revenue
$
—

 
$
9

 
$
—

 
$
19

Selling and marketing expense
868

 
19,709

 
2,526

 
20,402

General and administrative expense
19,326

 
71,732

 
60,331

 
86,650

Product development expense
2,280

 
12,530

 
6,576

 
13,209

Total stock-based compensation expense
$
22,474

 
$
103,980

 
$
69,433

 
$
120,280


The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.


4

ANGI HOMESERVICES INC. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Net earnings (loss)
$
26,786

 
$
(72,158
)
 
$
40,695

 
$
(46,296
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
Change in foreign currency translation adjustment
(177
)
 
3,579

 
(1,628
)
 
5,592

Change in unrealized gains and losses on available-for-sale debt securities
(3
)
 
—

 
(3
)
 
—

Total other comprehensive (loss) income
(180
)
 
3,579

 
(1,631
)
 
5,592

Comprehensive income (loss)
26,606

 
(68,579
)
 
39,064

 
(40,704
)
Components of comprehensive loss (income) attributable to noncontrolling interests:
 
 
 
 
 
 
 
Net (earnings) loss attributable to noncontrolling interests
(169
)
 
397

 
(64
)
 
1,402

Change in foreign currency translation adjustment attributable to noncontrolling interests
367

 
(1
)
 
677

 
(523
)
Comprehensive loss attributable to noncontrolling interests
198

 
396

 
613

 
879

Comprehensive income (loss) attributable to ANGI Homeservices Inc. shareholders
$
26,804

 
$
(68,183
)
 
$
39,677

 
$
(39,825
)

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.


5

ANGI HOMESERVICES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Nine Months Ended September 30, 2018
(Unaudited)

 
 
 
 
ANGI Homeservices Inc. Shareholders' Equity
 
 
 
 
 
 
 
 
Class A
Common Stock
$0.001
Par Value
 
Class B
Convertible Common Stock
$0.001
Par Value
 
Class C
Common Stock
$0.001
Par Value
 
 
 
 
 
 
 
Total
ANGI Homeservices Inc. Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive Income
 
 
 
 
Total
Shareholders'
Equity
 
Redeemable
Noncontrolling
Interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional Paid-in Capital
 
Accumulated Deficit
 
 
 
Noncontrolling
Interests
 
 
 
 
$
 
Shares
 
$
 
Shares
 
$
 
Shares
 
 
 
 
 
 
 
 
 
(In thousands)
 
 
Balance as of December 31, 2017
$
21,300

 
 
$
63

 
62,818

 
$
415

 
415,186

 
$
—

 
—

 
$
1,112,400

 
$
(121,764
)
 
$
2,232

 
$
993,346

 
$
9,748

 
$
1,003,094

Cumulative effect of adoption of ASU No. 2014-09
—

 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
25,649

 
—

 
25,649

 
—

 
25,649

Net (loss) earnings
(142
)
 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
40,631

 
—

 
40,631

 
206

 
40,837

Other comprehensive loss
(590
)
 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(954
)
 
(954
)
 
(87
)
 
(1,041
)
Stock-based compensation expense
1,084

 
 
—

 
—

 
—

 
—

 
—

 
—

 
68,349

 
—

 
—

 
68,349

 
—

 
68,349

Issuance of common stock pursuant to stock-based awards, net of withholding taxes
—

 
 
3

 
3,255

 
—

 
—

 
—

 
—

 
(23,545
)
 
—

 
—

 
(23,542
)
 
—

 
(23,542
)
Issuance of common stock to IAC pursuant to the employee matters agreement
—

 
 
—

 
—

 
1

 
718

 
—

 
—

 
(1
)
 
—

 
—

 
—

 
—

 
—

Purchase of noncontrolling interests
(53
)
 
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,236
)
 
(1,236
)
Adjustment of redeemable noncontrolling interests to fair value
304

 
 
—

 
—

 
—

 
—

 
—

 
—

 
(304
)
 
—

 
—

 
(304
)
 
—

 
(304
)
Other
39

 
 
—

 
—

 
—

 
—

 
—

 
—

 
(413
)
 
—

 
—

 
(413
)
 
383

 
(30
)
Balance as of September 30, 2018
$
21,942

 
 
$
66

 
66,073

 
$
416

 
415,904

 
$
—

 
—

 
$
1,156,486

 
$
(55,484
)
 
$
1,278

 
$
1,102,762

 
$
9,014

 
$
1,111,776


The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

6

ANGI HOMESERVICES INC. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS
 
Nine Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net earnings (loss)
$
40,695

 
$
(46,296
)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
 
 
 
Stock-based compensation expense
69,433

 
120,280

Amortization of intangibles
47,695

 
6,885

Bad debt expense
34,844

 
20,625

Depreciation
18,170

 
9,705

Deferred income taxes
(2,041
)
 
(71,446
)
Other adjustments, net
(107
)
 
(1,328
)
Changes in assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable
(52,021
)
 
(30,080
)
Other assets
(19,040
)
 
(5,782
)
Accounts payable and other liabilities
11,303

 
45,480

Income taxes payable and receivable
1,402

 
22

Deferred revenue
3,378

 
7,788

Net cash provided by operating activities   
153,711

 
55,853

Cash flows from investing activities:
 
 
 
Acquisitions, net of cash acquired
—

 
(66,378
)
Capital expenditures
(32,886
)
 
(16,278
)
Purchases of marketable debt securities
(34,816
)
 
—

Proceeds from sale of fixed assets
10,412

 
—

Net cash used in investing activities   
(57,290
)
 
(82,656
)
Cash flows from financing activities:
 
 
 
Principal payments on term loan
(10,313
)
 
—

Proceeds from issuance of related party debt
—

 
131,360

Principal payments on related party debt
(1,904
)
 
(104,894
)
Proceeds from the exercise of stock options
2,876

 
—

Withholding taxes paid on behalf of employees on net settled stock-based awards
(27,206
)
 
—

Transfers from IAC/InterActiveCorp for periods prior to the Combination
—

 
24,178

Purchase of noncontrolling interests
(1,289
)
 
(12,574
)
Other, net
39

 
34

Net cash (used in) provided by financing activities   
(37,797
)
 
38,104

Total cash provided
58,624

 
11,301

Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(223
)
 
1,507

Net increase in cash, cash equivalents, and restricted cash
58,401

 
12,808

Cash, cash equivalents, and restricted cash at beginning of period
221,521

 
46,925

Cash, cash equivalents, and restricted cash at end of period   
$
279,922

 
$
59,733

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

7


ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
ANGI Homeservices Inc. connects millions of homeowners to home service professionals through its portfolio of digital home service brands, including HomeAdvisor® and Angie’s List®. Combined, these leading marketplaces have collected more than 15 million reviews over the course of 20 years, allowing homeowners to research, match and connect on-demand to the largest network of service professionals online, through our mobile apps, or by voice assistants. ANGI Homeservices owns and operates brands in eight countries.
On September 29, 2017, IAC/InterActiveCorp's ("IAC") HomeAdvisor business and Angie's List, Inc. ("Angie's List") combined under a new publicly traded company called ANGI Homeservices Inc. (the "Combination"). At September 30, 2018, IAC owned 86.3% and 98.4% of the economic and voting interest, respectively, of ANGI Homeservices.
The Company has two operating segments: (i) North America, which includes HomeAdvisor, Angie's List, mHelpDesk and HomeStars, and (ii) Europe, which includes Travaux.com, MyHammer, MyBuilder, Werkspot and Instapro.
All references to "ANGI Homeservices," the "Company," "ANGI," "we," "our" or "us" in this report are to ANGI Homeservices Inc.
Basis of Presentation and Consolidation
The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company's financial statements were prepared on a consolidated basis beginning September 29, 2017 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization through which IAC contributed the HomeAdvisor business and cash to fund the cash consideration paid in the Combination to ANGI Homeservices Inc. were not completed, as planned, until immediately prior to September 29, 2017. The preparation of the financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements have been prepared on a standalone basis and are derived from the historical consolidated financial statements and accounting records of IAC through September 29, 2017. The combined financial statements reflect the historical financial position, results of operations and cash flows of the businesses comprising the HomeAdvisor business since their respective dates of acquisition by IAC. 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.
The combined financial statements reflect the allocation to ANGI Homeservices of certain IAC corporate expenses relating to the HomeAdvisor business based on the historical consolidated financial statements and accounting records of IAC through September 29, 2017. However, the allocations may not reflect the expenses that the Company may have incurred as a standalone public company for the periods presented. For the purpose of these financial statements, income taxes have been computed as if ANGI Homeservices filed on a standalone, separate tax return basis.
All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between (i) ANGI Homeservices and (ii) IAC and its subsidiaries, with the exception of a promissory note payable to a foreign subsidiary of IAC, are considered to be effectively settled for cash at the time the transaction is recorded. The promissory note payable to a foreign subsidiary of IAC is included in “Long-term debt—related party” in the accompanying consolidated balance sheet. See "Note 11—Related Party Transactions with IAC" for additional information on transactions between ANGI Homeservices and IAC.
In the opinion of management, the assumptions underlying the historical consolidated and combined financial statements, including the basis on which certain corporate expenses have been allocated from IAC, are reasonable and the unaudited interim consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated and combined financial statements should be read in conjunction with the audited consolidated and

8

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)



combined financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated and combined 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 recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of the marketable debt securities; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; 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.
Recent accounting pronouncements
Accounting Pronouncements adopted by the Company
ASU No. 2014-09, Revenue from Contracts with Customers
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-09, which superseded nearly all previous revenue recognition guidance. The Company adopted ASU No. 2014-09 effective January 1, 2018 using the modified retrospective transition method for open contracts as of the date of initial application. The effect of the adoption of ASU No. 2014-09 is that commissions paid to employees pursuant to certain sales incentive programs, which represent the incremental direct costs of obtaining a service professional contract, are now capitalized and amortized over the estimated life of a service professional (also referred to as the estimated customer relationship period). These costs were expensed as incurred prior to January 1, 2018. The cumulative effect of the adoption of ASU No. 2014-09 was the establishment of a current and non-current asset for capitalized sales commissions of $29.7 million and $4.2 million, respectively, and a related deferred tax liability of $8.3 million, resulting in a net increase to retained earnings of $25.6 million on January 1, 2018.
The adoption of ASU No. 2014-09 is expected to reduce sales commissions expense for the year ending December 31, 2018 by approximately $8.0 million. See "Note 2—Revenue Recognition" for additional information on the impact to the Company.
The Company's disaggregated revenue disclosures are presented in "Note 9—Segment Information."
The following tables present the impact of the adoption of ASU No. 2014-09 by segment under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, as reported, and ASC 605, Revenue Recognition, for the three and nine months ended September 30, 2018.

9

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)



 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Revenue by segment:
 
 
 
 
 
 
 
 
 
 
 
North America
$
286,594

 
$
286,594

 
$
—

 
$
800,125

 
$
800,125

 
$
—

Europe
16,522

 
16,522

 
—

 
53,124

 
53,124

 
—

Total
$
303,116

 
$
303,116

 
$
—

 
$
853,249

 
$
853,249

 
$
—

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Operating costs and expenses by segment:
 
 
 
 
 
 
 
 
North America
$
250,477

 
$
250,286

 
$
191

 
$
743,263

 
$
751,177

 
$
(7,914
)
Europe
19,124

 
19,066

 
58

 
63,965

 
64,013

 
(48
)
Total
$
269,601

 
$
269,352

 
$
249

 
$
807,228

 
$
815,190

 
$
(7,962
)
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Operating income (loss) by segment:
 
 
 
 
 
 
 
 
 
 
North America
$
36,117

 
$
36,308

 
$
(191
)
 
$
56,862

 
$
48,948

 
$
7,914

Europe
(2,602
)
 
(2,544
)
 
(58
)
 
(10,841
)
 
(10,889
)
 
48

Total
$
33,515

 
$
33,764

 
$
(249
)
 
$
46,021

 
$
38,059

 
$
7,962

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Net earnings
$
26,786

 
$
26,933

 
$
(147
)
 
$
40,695

 
$
34,664

 
$
6,031

ASU No. 2016-18, Restricted Cash
In November 2016, the FASB issued ASU No. 2016-18, which requires companies to explain the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Therefore, amounts generally described as restricted cash or restricted cash equivalents are combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. ASU No. 2016-18 also requires companies to disclose the nature of their restricted cash and restricted cash equivalents balances. Additionally, when cash, cash equivalents, restricted cash, and restricted cash equivalents are presented within different captions on the balance sheet, a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. ASU No. 2016-18 is effective for reporting periods beginning after December 15, 2017. The Company's adoption of ASU No. 2016-18 effective January 1, 2018, on a retrospective basis, did not have a material effect on its consolidated and combined financial statements.

10

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(Unaudited)



The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
 
September 30, 2018
 
December 31, 2017
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Cash and cash equivalents
$
279,489

 
$
221,521

 
$
59,543

 
$
36,377

Restricted cash included in other current assets
—

 
—

 
190

 
—

Restricted cash included in other assets
433

 
—

 
—

 
10,548

Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
$
279,922

 
$
221,521

 
$
59,733

 
$
46,925

Restricted cash at December 31, 2016 primarily includes funds held in escrow for the MyHammer tender offer, which were returned to the Company in the first quarter of 2017.
Accounting Pronouncement not yet adopted by the Company
ASU No. 2016-02, Leases (Topic 842)
In February 2016, the FASB issued ASU No. 2016-02, which supersedes existing guidance on accounting for leases and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU No. 2016-02 are effective for reporting periods beginning after December 15, 2018. The Company will adopt the new lease guidance effective January 1, 2019. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.  The Company expects to implement the transition method option provided by ASU No. 2018-11.  
The Company is not a lessor, has no capitalized leases and does not expect to enter into any capitalized leases prior to the adoption of ASU No. 2016-02. Accordingly, the Company does not expect the amount or classification of rent expense in its statement of operations to be affected by the adoption of ASU No. 2016-02. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company's rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02.
The adoption of ASU No. 2016-02 will not have an impact on the leverage calculation set forth in the Company's term loan facility because the leverage calculation is not affected by the liability that will be recorded upon adoption of the new standard.
While the Company's evaluation of the impact of the adoption of ASU No. 2016-02 on its consolidated financial statements continues, outlined below is a summary of the status of the Company's progress:
•
the Company has selected a software solution to implement ASU No. 2016-02;
•
the Company has input lease summaries into the software solution;
•
the Company is assessing the other inputs required in connection with the adoption of ASU No. 2016-02; and
•
the Company is developing its accounting policy, procedures and internal controls related to the new standard.
Development of our selected software solution is ongoing, as it is not yet fully compliant with the requirements of ASU No. 2016-02. The timely readiness of the software solution is critical to ensure an efficient and effective adoption of ASU No. 2016-02. The Company's ability to calculate an estimate of the right of use asset and related liability is dependent upon the readiness of the software solution.
NOTE 2—REVENUE RECOGNITION

11

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



General Revenue Recognition
The Company accounts for a contract 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 is contractually due in exchange for those services or goods.
Revenue is primarily derived from (i) consumer connection revenue, which comprises fees paid by service professionals for consumer matches (regardless of whether the professional ultimately provides the requested service), and (ii) membership subscription fees paid by service professionals. Consumer connection revenue varies based upon several factors, including the service requested, type of match and geographic location of service. The Company’s consumer connection revenue is generated and recognized when an in-network service professional is delivered a consumer match. Membership subscription revenue from service professionals is initially deferred and is recognized using the straight-line method over the applicable subscription period, which is typically one year. Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice.
Revenue is also derived from Angie's List (i) sales of time-based website, mobile and call center advertising to service professionals and (ii) membership subscription fees from consumers. Angie's List 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. Angie's List 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. Angie's List 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.
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 ASU No. 2014-09 applicable to such contracts and does not consider the time value of money.
Accounts Receivables, net of allowance for doubtful accounts and revenue reserves
Accounts receivable include amounts billed and currently due from customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivables that will not be collected. The allowance for doubtful accounts 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 to the Company. The term between the Company issuance of and invoice and payment due date is not significant. The Company also maintains allowances to reserve for potential credits issued to service professionals or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience.
Deferred Revenue
Deferred revenue consists of payments that are received or 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 generally classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The deferred revenue balance as of January 1, 2018 is $64.1 million. During the nine months ended September 30, 2018, the Company recognized $58.0 million of revenue that was included in the deferred revenue balance as of January 1, 2018. The deferred revenue balance as of June 30, 2018 is $70.4 million. During the three

12

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



months ended September 30, 2018, the Company recognized $36.5 million of revenue that was included in the deferred revenue balance as of July 1, 2018. The current and non-current deferred revenue balances at September 30, 2018 are $66.7 million and $0.7 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet.
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 three and nine months ended September 30, 2018, the Company recognized expense of $13.2 million and $36.9 million, respectively, related to the amortization of these costs. The current and non-current contract asset balances at September 30, 2018 are $37.3 million and $4.6 million, 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 ASU No. 2014-09, 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.
NOTE 3—INCOME TAXES
ANGI Homeservices is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, current and deferred income tax benefit and provision have been computed for the Company on an as if standalone, separate return basis. ANGI Homeservices’ payments to IAC for its share of IAC’s consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated and combined statement of cash flows. The tax sharing agreement between ANGI Homeservices and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to ANGI Homeservices, entitlement to refunds, allocation of tax attributes and other matters. Any differences between taxes currently due or receivable under the tax sharing agreement and the current tax provision computed on an as if standalone, separate return basis are reflected as adjustments to additional paid-in capital.
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.

13

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.
For the three months ended September 30, 2018, the Company recorded an income tax provision of $5.1 million, which represents an effective income tax rate of 16% and is lower than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards. For the nine months ended September 30, 2018, the Company recorded an income tax benefit, despite pre-tax income, of $0.6 million due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards. For the three months ended September 30, 2017, the Company recorded an income tax benefit of $40.8 million which represents an effective income tax rate of 36%. The effective income tax rate was higher than the statutory rate of 35% due primarily to state income taxes, partially offset by unbenefited losses in separate jurisdictions. For the nine months ended September 30, 2017, the Company recorded an income tax benefit of $71.1 million due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act implemented a number of changes that took effect on January 1, 2018, including but not limited to, a reduction of the U.S. federal corporate tax rate from 35% to 21% and a new minimum tax on global intangible low-taxed income earned by foreign subsidiaries. The Company was able to make a reasonable estimate of the impacts of the Tax Act in the fourth quarter of 2017. In the third quarter of 2018, the Company finalized its calculations related to the impacts of the Tax Act. No adjustment was made in the three and nine months ended September 30, 2018 to the Company’s previously recorded provisional tax expense.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material.
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 is currently auditing IAC’s federal income tax returns for the years ended December 31, 2010 through 2016, which includes the operations of the HomeAdvisor business. The statute of limitations for the years 2010 through 2012 has been extended to December 31, 2019, and the statute of limitations for the years 2013 and 2014 has been extended to March 31, 2019. 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. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustments. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
At September 30, 2018 and December 31, 2017, unrecognized tax benefits, including interest, are $2.1 million and $1.5 million, respectively, for tax positions included in IAC’s consolidated tax return filings. If unrecognized tax benefits at September 30, 2018 are subsequently recognized, income tax provision would be reduced by $2.1 million. The comparable amount as of December 31, 2017 is $1.5 million.
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. As of September 30, 2018, the Company has a gross deferred tax asset of $79.9 million that the Company expects to fully utilize on a more likely than not basis.

14

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



NOTE 4—BUSINESS COMBINATIONS
Angie's List Combination
Through the Combination, the Company acquired 100% of the common stock of Angie's List on September 29, 2017 for a total purchase price valued at $781.4 million.
HomeStars Acquisition
The Company acquired a 90% voting interest in HomeStars on February 8, 2017. The purchase price was $16.6 CAD million (or $12.7 million) in cash. In connection with the acquisition, the Company measured and recorded the acquisition date fair value of the 10% noncontrolling interest in HomeStars, which totaled $1.9 CAD million (or $1.4 million).
MyBuilder Acquisition
The Company acquired a 75% voting interest in MyBuilder Limited on March 24, 2017. The purchase price was £32.6 million (or $40.7 million) in cash. In connection with the acquisition, the Company measured and recorded the acquisition date fair value of the 25% noncontrolling interest in MyBuilder, which totaled £10.7 million (or $13.3 million).
MyHammer Acquisition
On November 3, 2016, the Company acquired a 70% voting interest in MyHammer. The purchase price was €17.7 million (or $19.7 million) in cash. In connection with the acquisition, the Company measured and recorded the acquisition date fair value of the 30% noncontrolling interest in MyHammer, which totaled €9.4 million (or $10.4 million). At September 30, 2018, the Company's ownership stake in MyHammer is approximately 83%.
Unaudited pro forma financial information
The unaudited pro forma financial information in the table below presents the combined results of the Company and Angie's List, HomeStars, MyBuilder and MyHammer as if these acquisitions had occurred on January 1, 2016. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisitions actually occurred on January 1, 2016. For the three and nine months ended September 30, 2017, pro forma adjustments include (i) reductions in stock-based compensation expense of $85.1 million and $52.9 million, respectively, and transaction related costs of $22.1 million and $26.8 million, respectively, because they are one-time in nature and will not have a continuing impact on operations; and (ii) an increase in amortization of intangibles of $11.3 million and $34.4 million, respectively. The stock-based compensation expense is primarily related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination. The transaction related costs include severance and retention costs of $12.0 million related to the Combination.
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
(In thousands, except per share data)
Revenue
$
251,995

 
$
731,920

Net loss attributable to ANGI Homeservices Inc. shareholders
$
(7,172
)
 
$
(2,178
)
Basic loss per share attributable to ANGI Homeservices Inc. shareholders
$
(0.02
)
 
$
(0.01
)
Diluted loss per share attributable to ANGI Homeservices Inc. shareholders
$
(0.02
)
 
$
(0.01
)

15

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



NOTE 5—FINANCIAL INSTRUMENTS
Marketable Securities
At September 30, 2018, current available-for-sale marketable debt securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
(In thousands)
Treasury discount notes
$
34,867

 
$
—

 
$
(2
)
 
$
34,865

     Total available-for-sale marketable debt securities
$
34,867

 
$
—

 
$
(2
)
 
$
34,865

The Company did not hold any available-for-sale marketable debt securities prior to the third quarter of 2018.
The contractual maturities of debt securities classified as current available-for-sale at September 30, 2018 are within one year. There are no investments in available-for-sale marketable debt securities that have been in a continuous unrealized loss position for longer than twelve months as of September 30, 2018.
The specific-identification method is used to determine the cost of available-for-sale marketable debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings. There were no proceeds from maturities and sales of available-for-sale marketable debt securities or gross realized gains or losses from the maturities and sales of available-for-sale marketable debt securities for the three months ended September 30, 2018.
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.

16

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
 
September 30, 2018
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
158,648

 
$
—

 
$
—

 
$
158,648

Commercial paper
—

 
48,048

 
—

 
48,048

Treasury discount notes
—

 
44,960

 
—

 
44,960

Time deposits
—

 
15,000

 
—

 
15,000

Marketable securities:
 
 
 
 
 
 
 
Treasury discount notes
—

 
34,865

 
—

 
34,865

Total
$
158,648

 
$
142,873

 
$
—

 
$
301,521

 
December 31, 2017
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
189,207

 
$
—

 
$
—

 
$
189,207

Treasury discount notes
—

 
500

 
—

 
500

Certificates of deposit
—

 
6,195

 
—

 
6,195

Total
$
189,207

 
$
6,695

 
$
—

 
$
195,902

Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

17

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
September 30, 2018
 
December 31, 2017
 
Carrying value
 
Fair value
 
Carrying value
 
Fair value
 
(In thousands)
Current portion of long term debt
$
(13,750
)
 
$
(13,664
)
 
$
(13,750
)
 
$
(13,802
)
Long-term debt, net (a)
(248,455
)
 
(249,369
)
 
(258,312
)
 
(262,230
)
Current portion of long-term debt—related party
—

 
—

 
(816
)
 
(837
)
Long-term debt—related party, net
(1,048
)
 
(1,155
)
 
(1,997
)
 
(2,048
)
_________________
(a) 
At September 30, 2018 and December 31, 2017, the carrying value of long-term debt, net includes unamortized debt issuance costs of $2.5 million and $2.9 million, respectively.
The fair value of long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. The fair value of long-term debt—related party, including the current portion, is based on Level 3 inputs and is estimated by discounting the future cash flows based on current market conditions.
NOTE 6—LONG-TERM DEBT
Long-term debt consists of:
 
September 30, 2018
 
December 31, 2017
 
(In thousands)
Term Loan due November 1, 2022
$
264,688

 
$
275,000

Less: current portion of Term Loan
13,750

 
13,750

Less: unamortized debt issuance costs
2,483

 
2,938

Total long-term debt, net
$
248,455

 
$
258,312

See "Note 11—Related Party Transactions with IAC" for a description of related-party long-term debt.
At September 30, 2018 and December 31, 2017, the outstanding balance of the five-year term loan facility ("Term Loan") was $264.7 million and $275.0 million, respectively. The Term Loan bears interest at LIBOR plus 1.75%, or 4.10% at September 30, 2018, which is subject to change in future periods based on the Company's consolidated net leverage ratio. The Term Loan bore interest at LIBOR plus 2.00%, or 3.38%, at December 31, 2017. Interest payments are due at least quarterly through the term of the loan and quarterly principal payments of 1.25% of the original principal amount in the first three years, 2.5% in the fourth year and 3.75% in the fifth year are required.
The terms of the Term Loan require the Company to maintain a consolidated net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0 (in each case as defined in the credit agreement). There are additional covenants under the Term Loan that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. The Term Loan is guaranteed by the Company's wholly-owned material domestic subsidiaries and is secured by substantially all assets of the Company and the guarantors, subject to certain exceptions.
NOTE 7—ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables present the components of accumulated other comprehensive income (loss) and items reclassified
out of accumulated other comprehensive income into earnings:

18

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
Three Months Ended September 30, 2018
 
Foreign
Currency
Translation
Adjustment
 
Unrealized Losses On Available-For-Sale Debt Securities
 
Accumulated
Other
Comprehensive
Income
 
(In thousands)
Balance at July 1
$
1,091

 
$
—

 
$
1,091

Other comprehensive income (loss)
190

 
(3
)
 
187

Balance at September 30
$
1,281

 
$
(3
)
 
$
1,278

 
Three Months Ended September 30, 2017
 
Foreign
Currency
Translation
Adjustment
 
Accumulated
Other
Comprehensive
(Loss) Income
 
(In thousands)
Balance at July 1
$
(230
)
 
$
(230
)
Other comprehensive income
3,578

 
3,578

Balance at September 30
$
3,348

 
$
3,348

 
Nine Months Ended September 30, 2018
 
Foreign
Currency
Translation
Adjustment
 
Unrealized Losses On Available-For-Sale Debt Securities
 
Accumulated
Other
Comprehensive
Income (Loss)
 
(In thousands)
Balance at January 1
$
2,232

 
$
—

 
$
2,232

Other comprehensive loss before reclassifications
(899
)
 
(3
)
 
(902
)
Amounts reclassified to earnings
(52
)
 
—

 
(52
)
Net current period other comprehensive loss
(951
)
 
(3
)
 
(954
)
Balance at September 30
$
1,281

 
$
(3
)
 
$
1,278

 
Nine Months Ended September 30, 2017
 
Foreign
Currency
Translation
Adjustment
 
Accumulated
Other
Comprehensive
(Loss) Income
 
(In thousands)
Balance at January 1
$
(1,721
)
 
$
(1,721
)
Other comprehensive income
5,069

 
5,069

Balance at September 30
$
3,348

 
$
3,348

The amount reclassified out of foreign currency translation adjustment into earnings for the nine months ended September 30, 2018 relates to the liquidation of an international subsidiary.
At September 30, 2018 and 2017, there was no tax benefit or provision on the accumulated other comprehensive income.
NOTE 8—EARNINGS (LOSS) PER SHARE
The following tables set forth the computation of basic and diluted earnings (loss) per share attributable to ANGI Homeservices shareholders:

19

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
Three Months Ended September 30,
 
2018
 
2017
 
Basic
 
Diluted
 
Basic
 
Diluted
 
(In thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net earnings (loss)
$
26,786

 
$
26,786

 
$
(72,158
)
 
$
(72,158
)
Net (earnings) loss attributable to noncontrolling interests
(169
)
 
(169
)
 
397

 
397

Net earnings (loss) attributable to ANGI Homeservices Inc. shareholders
$
26,617

 
$
26,617

 
$
(71,761
)
 
$
(71,761
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
481,570

 
481,570

 
415,420

 
415,420

Dilutive securities including stock appreciation rights, stock options, RSUs and subsidiary denominated equity awards (a)(b)(c)
—

 
39,269

 
—

 
—

Denominator for earnings per share—weighted average shares
481,570

 
520,839

 
415,420

 
415,420

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to ANGI Homeservices Inc. shareholders:
 
 
 
 
Earnings (loss) per share
$
0.06

 
$
0.05

 
$
(0.17
)
 
$
(0.17
)
 
Nine Months Ended September 30,
 
2018
 
2017
 
Basic
 
Diluted
 
Basic
 
Diluted
 
(In thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net earnings (loss)
$
40,695

 
$
40,695

 
$
(46,296
)
 
$
(46,296
)
Net (earnings) loss attributable to noncontrolling interests
(64
)
 
(64
)
 
1,402

 
1,402

Net earnings (loss) attributable to ANGI Homeservices Inc. shareholders
$
40,631

 
$
40,631

 
$
(44,894
)
 
$
(44,894
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
480,178

 
480,178

 
414,978

 
414,978

Dilutive securities including stock appreciation rights, stock options, RSUs and subsidiary denominated equity awards (a)(b)(c)
—

 
31,452

 
—

 
—

Denominator for earnings per share—weighted average shares
480,178

 
511,630

 
414,978

 
414,978

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to ANGI Homeservices Inc. shareholders:
 
 
 
 
Earnings (loss) per share
$
0.08

 
$
0.08

 
$
(0.11
)
 
$
(0.11
)
________________________
(a) 
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock appreciation rights, stock options and subsidiary denominated equity and vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2018, 0.2 million and 0.3 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
(b) 
For the three and nine months ended September 30, 2017, the Company had a loss from operations and as a result, approximately 58.3 million potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive.

20

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Accordingly, the weighted average basic shares outstanding were used to compute diluted earnings per share amounts.
(c) 
Performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon vesting of PSUs are included in the denominator for earnings per share if (i) the applicable performance condition(s) has been met and (ii) the inclusion of the PSUs is dilutive for the respective reporting periods. For both the three and nine months ended September 30, 2018, 1.2 million shares underlying PSUs were excluded from the calculation of diluted earnings per share because the performance condition(s) had not been met.
NOTE 9—SEGMENT INFORMATION
The overall concept that ANGI 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; how the businesses are organized as to segment management; and the focus of the businesses with regards to the types of services or products offered or the target market.
The following table presents revenue by reportable segment:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Revenue:
 
 
 
 
 
 
 
North America
$
286,594

 
$
167,104

 
$
800,125

 
$
470,667

Europe
16,522

 
14,613

 
53,124

 
42,506

Total
$
303,116

 
$
181,717

 
$
853,249

 
$
513,173

The following table presents revenue disaggregated by service for the Company's reportable segments:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
North America
 
 
 
 
 
 
 
Marketplace:
 
 
 
 
 
 
 
Consumer connection revenue(a)
$
195,065

 
$
141,055

 
$
531,297

 
$
398,218

Membership subscription revenue
17,034

 
14,486

 
49,226

 
40,942

Other revenue
950

 
1,060

 
2,869

 
2,840

Marketplace revenue
213,049

 
156,601

 
583,392

 
442,000

Advertising & Other revenue(b)
73,545

 
10,503

 
216,733

 
28,667

Total North America revenue
286,594

 
167,104

 
800,125

 
470,667

Europe
 
 
 
 
 
 
 
Consumer connection revenue(a)
12,022

 
10,001

 
38,885

 
29,636

Membership subscription revenue
4,217

 
4,320

 
13,405

 
12,198

Advertising and other revenue
283

 
292

 
834

 
672

Total Europe revenue
16,522

 
14,613

 
53,124

 
42,506

Total revenue
$
303,116

 
$
181,717

 
$
853,249

 
$
513,173

___________________________
(a) 
Fees paid by service professionals for consumer matches.
(b) 
Includes Angie's List revenue from service professionals under contract for advertising and Angie's List membership subscription fees from consumers, as well as revenue from mHelpDesk, HomeStars and Felix.

21

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Geographic information about revenue and long-lived assets is presented below. Revenue by geography is based on where the customer is located.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Revenue
 
 
 
 
 
 
 
United States
$
283,672

 
$
164,999

 
$
791,932

 
$
466,134

All other countries
19,444

 
16,718

 
61,317

 
47,039

Total
$
303,116

 
$
181,717

 
$
853,249

 
$
513,173

 
September 30, 2018
 
December 31, 2017
 
(In thousands)
Long-lived assets (excluding goodwill and intangible assets)
 
 
 
United States
$
53,635

 
$
49,356

All other countries
5,140

 
3,936

Total
$
58,775

 
$
53,292

The following tables present operating income (loss) and Adjusted EBTIDA by reportable segment:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Operating Income (Loss):
 
 
 
 
 
 
 
North America
$
36,117

 
$
(107,687
)
 
$
56,862

 
$
(99,479
)
Europe
(2,602
)
 
(4,818
)
 
(10,841
)
 
(14,474
)
Total
$
33,515

 
$
(112,505
)
 
$
46,021

 
$
(113,953
)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Adjusted EBITDA(c):
 
 
 
 
 
 
 
North America
$
78,613

 
$
60

 
$
186,306

 
$
31,356

Europe
$
(913
)
 
$
(2,326
)
 
$
(4,987
)
 
$
(8,439
)
___________________________
(c) 
The Company’s primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our businesses, and this measure is one of the primary metrics on which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations in that it does not take into account the impact to ANGI Homeservices Inc.'s statement of operations of certain expenses.
The following tables reconcile operating income (loss) for the Company’s reportable segments and net earnings (loss) attributable to ANGI Homeservices Inc. shareholders to Adjusted EBITDA:

22

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
Three Months Ended September 30, 2018
 
Operating
income
(loss)
 
Stock-based
compensation expense
 
Depreciation
 
Amortization
of intangibles
 
Adjusted
EBITDA
 
(In thousands)
North America
$
36,117

 
$
22,256

 
$
5,563

 
$
14,677

 
$
78,613

Europe
(2,602
)
 
$
218

 
$
537

 
$
934

 
$
(913
)
Operating income
33,515

 
 
 
 
 
 
 
 
Interest expense—third party
(3,132
)
 
 
 
 
 
 
 
 
Interest expense—related party
(23
)
 
 
 
 
 
 
 
 
Other income, net
1,566

 
 
 
 
 
 
 
 
Earnings before income taxes
31,926

 
 
 
 
 
 
 
 
Income tax provision
(5,140
)
 
 
 
 
 
 
 
 
Net earnings
26,786

 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(169
)
 
 
 
 
 
 
 
 
Net earnings attributable to ANGI Homeservices Inc. shareholders
$
26,617

 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Operating
loss
 
Stock-based
compensation expense
 
Depreciation
 
Amortization
of intangibles
 
Adjusted
EBITDA
 
(In thousands)
North America
$
(107,687
)
 
$
103,565

 
$
3,085

 
$
1,097

 
$
60

Europe
(4,818
)
 
$
415

 
$
406

 
$
1,671

 
$
(2,326
)
Operating loss
(112,505
)
 
 
 
 
 
 
 
 
Interest expense—related party
(1,864
)
 
 
 
 
 
 
 
 
Other income, net
1,364

 
 
 
 
 
 
 
 
Loss before income taxes
(113,005
)
 
 
 
 
 
 
 
 
Income tax benefit
40,847

 
 
 
 
 
 
 
 
Net loss
(72,158
)
 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
397

 
 
 
 
 
 
 
 
Net loss attributable to ANGI Homeservices Inc. shareholders
$
(71,761
)
 
 
 
 
 
 
 
 

23

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
Nine Months Ended September 30, 2018
 
Operating
income
(loss)
 
Stock-based
compensation expense
 
Depreciation
 
Amortization
of intangibles
 
Adjusted
EBITDA
 
(In thousands)
North America
$
56,862

 
$
68,652

 
$
16,491

 
$
44,301

 
$
186,306

Europe
(10,841
)
 
$
781

 
$
1,679

 
$
3,394

 
$
(4,987
)
Operating income
46,021

 
 
 
 
 
 
 
 
Interest expense—third party
(8,797
)
 
 
 
 
 
 
 
 
Interest expense—related party
(102
)
 
 
 
 
 
 
 
 
Other income, net
2,975

 
 
 
 
 
 
 
 
Earnings before income taxes
40,097

 
 
 
 
 
 
 
 
Income tax benefit
598

 
 
 
 
 
 
 
 
Net earnings
40,695

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
(64
)
 
 
 
 
 
 
 
 
Net earnings attributable to ANGI Homeservices Inc. shareholders
$
40,631

 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
Operating
loss
 
Stock-based
compensation expense
 
Depreciation
 
Amortization
of intangibles
 
Adjusted
EBITDA
 
(In thousands)
North America
$
(99,479
)
 
$
118,961

 
$
8,862

 
$
3,012

 
$
31,356

Europe
(14,474
)
 
$
1,319

 
$
843

 
$
3,873

 
$
(8,439
)
Operating loss
(113,953
)
 
 
 
 
 
 
 
 
Interest expense—related party
(5,538
)
 
 
 
 
 
 
 
 
Other income, net
2,100

 
 
 
 
 
 
 
 
Loss before income taxes
(117,391
)
 
 
 
 
 
 
 
 
Income tax benefit
71,095

 
 
 
 
 
 
 
 
Net loss
(46,296
)
 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
1,402

 
 
 
 
 
 
 
 
Net loss attributable to ANGI Homeservices Inc. shareholders
$
(44,894
)
 
 
 
 
 
 
 
 
NOTE 10—CONTINGENCIES
In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on

24

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



the liquidity, results of operations, or financial condition of the Company. See "Note 3—Income Taxes" for additional information related to income tax contingencies.
NOTE 11—RELATED PARTY TRANSACTIONS WITH IAC
For periods prior to the Combination, the Company’s combined statement of operations includes allocations of general and administrative costs, including stock-based compensation expense, related to IAC’s accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based on the HomeAdvisor business' revenue as a percentage of IAC’s total revenue. Allocated general and administrative costs, inclusive of stock-based compensation expense, was $1.7 million and $4.8 million, respectively, for the three and nine months ended September 30, 2017 and are included in “General and administrative expense” in the accompanying consolidated and combined statement of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had the HomeAdvisor business operated as a standalone entity during the periods presented. Management considers the allocation method to be reasonable.
Relationship with IAC following the Combination
In connection with the Combination, ANGI Homeservices and IAC entered into certain agreements to govern our relationship following the Combination. These agreements include: a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement.
For the three and nine months ended September 30, 2018, less than 0.1 million and 0.7 million shares, respectively, of ANGI Homeservices Class B common stock were issued to IAC pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by ANGI Homeservices employees.
For the three and nine months ended September 30, 2018, the Company was charged $1.7 million and $4.4 million, respectively, by IAC for services rendered pursuant to the services agreement which were paid in full by the Company at September 30, 2018. At December 31, 2017, the Company had outstanding payables due to IAC of $0.4 million pursuant to the services agreement and $2.0 million related primarily to transaction related costs incurred in connection with the Combination. These amounts were paid in full during the first quarter of 2018.
Long-term debt—related party
Immediately prior to the Combination, the Company, through a foreign subsidiary, sold a promissory note in the amount of €2.4 million to a foreign subsidiary of IAC. The amounts outstanding on the promissory note at September 30, 2018 and December 31, 2017 are €0.9 million and €2.4 million ($1.0 million and $2.8 million), respectively.
NOTE 12—TRANSACTION AND INTEGRATION RELATED COSTS IN CONNECTION WITH THE COMBINATION
During the three and nine months ended September 30, 2018 and 2017, the Company incurred $0.3 million and $3.6 million, and $26.0 million and $29.7 million, respectively, in costs related to the Combination (including severance, retention, transaction and integration related costs); as well as deferred revenue write-offs of $0.7 million and $5.3 million, respectively, during the three and nine months ended September 30, 2018 and $0.1 million for both the three and nine months ended September 30, 2017. The Company also incurred $16.0 million and $51.9 million, respectively, in stock-based compensation expense during the three and nine months ended September 30, 2018 and $96.9 million for both the three and nine months ended September 30, 2017, related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination.
A summary of the costs incurred, payments made and the related accrual is presented below.

25

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
 
(In thousands)
Transaction and integration related costs
$
255

 
$
25,980

 
$
3,578

 
$
29,660

Stock-based compensation expense
16,039

 
96,938

 
51,868

 
96,938

Total
$
16,294

 
$
122,918

 
$
55,446

 
$
126,598

 
Nine Months Ended September 30, 2018
 
(In thousands)
Accrual as of January 1
$
8,480

Charges incurred
3,578

Payments made
(10,757
)
Accrual as of September 30
$
1,301

The costs are allocated as follows in the accompanying consolidated and combined statement of operations:
 
Three Months Ended September 30,
 
2018
 
2017
 
Integration Related Costs
 
Stock-based Compensation Expense
 
Total
 
Transaction and Integration Related Costs
 
Stock-based Compensation Expense
 
Total
 
(In thousands)
Cost of revenue
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Selling and marketing expense
—

 
550

 
550

 
4,061

 
19,510

 
23,571

General and administrative expense
255

 
13,756

 
14,011

 
21,619

 
65,236

 
86,855

Product development expense
—

 
1,733

 
1,733

 
300

 
12,192

 
12,492

Total
$
255

 
$
16,039

 
$
16,294

 
$
25,980

 
$
96,938

 
$
122,918

 
Nine Months Ended September 30,
 
2018
 
2017
 
Integration Related Costs
 
Stock-based Compensation Expense
 
Total
 
Transaction and Integration Related Costs
 
Stock-based Compensation Expense
 
Total
 
(In thousands)
Cost of revenue
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Selling and marketing expense
—

 
1,650

 
1,650

 
4,061

 
19,510

 
23,571

General and administrative expense
3,578

 
45,285

 
48,863

 
25,299

 
65,236

 
90,535

Product development expense
—

 
4,933

 
4,933

 
300

 
12,192

 
12,492

Total
$
3,578

 
$
51,868

 
$
55,446

 
$
29,660

 
$
96,938

 
$
126,598


26

ANGI HOMESERVICES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)
(Unaudited)



NOTE 13—SUBSEQUENT EVENTS
On November 5, 2018,
•
ANGI entered into a five-year $250 million revolving credit facility (the "Credit Facility"). The annual commitment fee on undrawn funds is currently 25 basis points, and is based on the net leverage ratio most recently reported. Borrowings under the Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on ANGI's consolidated net leverage ratio. The terms of the Credit Facility require ANGI to maintain a net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0.
•
The Term Loan was amended and restated, and is now due on November 5, 2023. Interest payments continue to be due at least quarterly through the term of the loan and quarterly principal payments of 1.25% of the original principal amount in the first three years from the amendment date, 2.5% in the fourth year and 3.75% in the fifth year are required. The financial covenants are the same as those for the Credit Facility.
In October 2018, ANGI completed the acquisition of Handy Technologies, Inc. ("Handy"), an on-demand platform and gig marketplace connecting people looking for household services with independent, pre-screened professionals. ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction.
On October 10, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to post-closing adjustment provision of the Angie's List merger agreement.

27
Table of Contents

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Management Overview
ANGI Homeservices Inc. ("ANGI Homeservices," the "Company," "ANGI," "we," "our," or "us") connects millions of homeowners to home service professionals through its portfolio of digital home service brands, including HomeAdvisor® and Angie’s List®. Combined, these leading marketplaces have collected more than 15 million reviews over the course of 20 years, allowing homeowners to research, match and connect on-demand to the largest network of service professionals online, through our mobile apps, or by voice assistants. ANGI Homeservices owns and operates brands in eight countries.
The Company has two operating segments: (i) North America, which includes HomeAdvisor, Angie's List, mHelpDesk and HomeStars, and (ii) Europe, which includes Travaux.com, MyHammer, MyBuilder, Werkspot and Instapro.
For a more detailed description of the Company's operating businesses, see the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Operating Metrics:
In connection with the management of our businesses we identify, measure and assess a variety of operating metrics. The principal metrics we use in managing our businesses are set forth below:
•
Marketplace Revenue includes revenue from the HomeAdvisor domestic marketplace service, including consumer connection revenue for consumer matches and membership subscription revenue from service professionals. It excludes revenue from Angie's List, mHelpDesk, HomeStars and Felix.
•
Advertising & Other Revenue includes Angie’s List revenue (revenue from service professionals under contract for advertising and membership subscription fees from consumers) as well as revenue from mHelpDesk, HomeStars and Felix.
•
Marketplace Service Requests are fully completed and submitted domestic customer service requests to HomeAdvisor.
•
Marketplace Paying Service Professionals (“Marketplace Paying SPs”) are the number of HomeAdvisor domestic service professionals that had an active subscription and/or paid for consumer matches in the last month of the period. An active subscription is a subscription for which HomeAdvisor was recognizing revenue on the last day of the relevant period.
•
Advertising Service Professionals are the total number of Angie’s List service professionals under contract for advertising at the end of the period.
Components of Results of Operations
Revenue
Marketplace Revenue is primarily derived from (i) consumer connection revenue, which includes fees paid by service professionals for consumer matches (regardless of whether the professional ultimately provides the requested service), and (ii) membership subscription fees paid by service professionals. Consumer connection revenue varies based upon several factors, including the service requested, type of match and geographic location of service. Effective with the Combination (described below), revenue is also derived from Angie's List (i) sales of time-based website, mobile and call center advertising to service professionals and (ii) membership subscription fees from consumers.
Operating Costs and Expenses:
•
Cost of revenue - consists primarily of traffic acquisition costs, credit card processing fees, costs associated with publishing and distributing the Angie's List Magazine and hosting fees. Traffic acquisition costs include amounts based on revenue share arrangements.

28

•
Selling and marketing expense - consists primarily of advertising expenditures, which include 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 brands, compensation expense (including stock-based compensation expense) and other employee-related costs for our sales force and marketing personnel, and facilities costs.
•
General and administrative expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions, fees for professional services (including transaction-related costs related to acquisitions and the Combination), bad debt expense, facilities costs and software license and maintenance costs. Our customer service function includes personnel who provide support to our service professionals and consumers.
•
Product development expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, facilities costs and software license and maintenance costs.
Non-GAAP financial measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP financial measure. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA.
The Combination
On September 29, 2017, IAC/InterActiveCorp's ("IAC") HomeAdvisor business and Angie's List, Inc. ("Angie's List") combined under a new publicly traded company called ANGI Homeservices Inc. (the "Combination"). At September 30, 2018, IAC owned 86.3% and 98.4% of the economic and voting interest, respectively, of ANGI Homeservices.
During the three and nine months ended September 30, 2018 and 2017, the Company incurred $0.3 million and $3.6 million and $26.0 million and $29.7 million, respectively, in costs related to this transaction (including severance, retention, transaction and integration related costs). In addition, the Company had deferred revenue write-offs of $0.7 million and $5.3 million, respectively, during the three and nine months ended September 30, 2018 and $0.1 million for both the three and nine months ended September 30, 2017.
The Company also incurred $16.0 million and $51.9 million in stock-based compensation expense during the three and nine months ended September 30, 2018, respectively, and $96.9 million for both the three and nine months ended September 30, 2017, related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination. Stock-based compensation expense arising from the Combination is expected to be approximately $20 million for the remainder of 2018, and approximately $35 million in 2019 and $20 million in 2020.
2018 Developments
On November 5, 2018, ANGI entered into a five-year $250 million revolving credit facility and the Term Loan was amended and restated, and is now due on November 5, 2023.
In October 2018, ANGI completed the acquisition of Handy Technologies, Inc. ("Handy"), an on-demand platform and gig marketplace connecting people looking for household services with independent, pre-screened professionals. ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction.
On October 10, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to post-closing adjustment provision of the Angie's List merger agreement.
Third Quarter 2018 and Year to Date September 2018 Consolidated Results
For the three months ended September 30, 2018, the Company delivered $121.4 million, or 67%, revenue growth. Revenue growth was primarily driven by the contribution from Angie’s List, which reflects an increase in the write-off of deferred revenue due to the Combination of $0.6 million; Marketplace growth of $56.4 million, or 36%; and growth in Europe

29

of $1.9 million, or 13%. Operating income increased $146.0 million to $33.5 million from a loss of $112.5 million in the prior year due primarily to the increase in Adjusted EBITDA of $80.0 million to $77.7 million from a loss of $2.3 million in the prior year and a decrease of $81.5 million in stock-based compensation expense due primarily to a decrease in the modification and acceleration charges of $80.9 million related to the Combination, partially offset by increases of $12.8 million in amortization of intangibles due to the Combination and $2.6 million in depreciation. Adjusted EBITDA increased primarily due to the increase in revenue of $121.4 million, a decrease of $25.7 million in costs related to the Combination (including severance, retention, transaction and integration related costs) and lower selling and marketing expense as a percentage of revenue, partially offset by higher compensation expense due, in part, to increased headcount following the Combination, increases of $6.0 million in cost of revenue, $7.4 million in bad debt expense, $4.0 million in software license and maintenance costs and $3.6 million in facilities costs.
For the nine months ended September 30, 2018, the Company delivered $340.1 million, or 66%, revenue growth. Revenue growth was primarily driven by the contribution from Angie’s List, which reflects an increase in the write-off of deferred revenue due to the Combination of $5.2 million; Marketplace growth of $141.4 million, or 32%; and growth in Europe of $10.6 million, or 25%. Operating income increased $160.0 million to $46.0 million from a loss of $114.0 million in the prior year due primarily to the increase in Adjusted EBITDA of $158.4 million, or 691%, and a decrease of $50.8 million in stock-based compensation expense due primarily to a decrease in the modification and acceleration charges of $45.1 million related to the Combination, partially offset by increases of $40.8 million in amortization of intangibles due to the Combination and $8.5 million in depreciation. Adjusted EBITDA increased primarily due to the increase in revenue of $340.1 million, a decrease of $26.1 million in costs related to the Combination (including severance, retention, transaction and integration related costs) and lower selling and marketing expense as a percentage of revenue, partially offset by higher compensation expense due, in part, to increased headcount following the Combination, increases of $19.9 million in cost of revenue, $14.2 million in bad debt expense, $13.1 million in software license and maintenance costs and $8.0 million in facilities costs. Operating income and Adjusted EBITDA in 2018 benefited from a reduction in sales commissions expense of $8.0 million due to the adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers on January 1, 2018. As a result of the adoption of ASU No. 2014-09, sales commissions, which represent the incremental direct costs of obtaining a service professional contract, are now capitalized and amortized over the estimated life of a service professional; these costs were expensed as incurred prior to January 1, 2018.
Other events affecting year-over-year comparability include the acquisitions of controlling interests in HomeStars Inc. ("HomeStars") on February 8, 2017 (reflected in the North America segment) and MyBuilder Limited ("MyBuilder") on March 24, 2017 (reflected in the Europe segment).

30

Results of Operations for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017
Revenue
 
Three Months Ended September 30,

Nine Months Ended September 30,
 
2018

$ Change

% Change

2017

2018

$ Change

% Change

2017
 
(Amounts in thousands)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketplace:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer connection revenue
$
195,065

 
$
54,010

 
38%
 
$
141,055

 
$
531,297

 
$
133,079

 
33%
 
$
398,218

Membership subscription revenue
17,034

 
2,548

 
18%
 
14,486

 
49,226

 
8,284

 
20%
 
40,942

Other revenue
950

 
(110
)
 
(10)%
 
1,060

 
2,869

 
29

 
1%
 
2,840

Total Marketplace Revenue
213,049

 
56,448

 
36%
 
156,601

 
583,392

 
141,392

 
32%
 
442,000

Advertising & Other Revenue
73,545

 
63,042

 
600%
 
10,503

 
216,733

 
188,066

 
656%
 
28,667

North America
286,594

 
119,490

 
72%
 
167,104

 
800,125

 
329,458

 
70%
 
470,667

Europe
16,522

 
1,909

 
13%
 
14,613

 
53,124

 
10,618

 
25%
 
42,506

Total Revenue
$
303,116

 
$
121,399

 
67%
 
$
181,717

 
$
853,249

 
$
340,076

 
66%
 
$
513,173

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of Total Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
95
%
 
 
 
 
 
92
%
 
94
%
 
 
 
 
 
92
%
Europe
5
%
 
 
 
 
 
8
%
 
6
%
 
 
 
 
 
8
%
Total Revenue
100
%
 
 
 
 
 
100
%
 
100
%
 
 
 
 
 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
Change
 
% Change
 
2017
 
2018
 
Change
 
% Change
 
2017
 
(Amounts in thousands)
Operating metrics:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketplace Service Requests
6,405

 
1,382

 
28%
 
5,023

 
18,234

 
4,332

 
31%
 
13,902

Marketplace Paying SPs
206

 
34

 
19%
 
172

 
 
 
 
 
 
 
 
Advertising Service Professionals
37

 
(10
)
 
(21)%
 
47

 
 
 
 
 
 
 
 
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
North America revenue increased $119.5 million, or 72%, due to increases in Advertising & Other Revenue of $63.0 million, or 600%, and Marketplace Revenue of $56.4 million, or 36%. The increase in Advertising & Other Revenue was driven by the contribution from Angie's List, which reflects the write-off of deferred revenue due to the Combination of $0.7 million in 2018 compared to $0.1 million in 2017. The increase in Marketplace Revenue is due to an increase in consumer connection revenue of $54.0 million, or 38%, which was driven by a 28% increase in Marketplace Service Requests to 6.4 million and an increase in membership subscription revenue of $2.5 million, or 18%, due to a 19% increase in Marketplace Paying SPs to 206,000.
Europe revenue grew $1.9 million, or 13%, due to growth in the United Kingdom, Germany and France.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
North America revenue increased $329.5 million, or 70%, due to increases in Advertising & Other Revenue of $188.1 million, or 656%, and Marketplace Revenue of $141.4 million, or 32%. The increase in Advertising & Other Revenue was

31

driven by the contribution from Angie's List, which reflects the write-off of deferred revenue due to the Combination of $5.3 million in 2018 compared to $0.1 million in 2017. The increase in Marketplace Revenue is due to an increase in consumer connection revenue of $133.1 million, or 33%, which was driven by a 31% increase in Marketplace Service Requests to 18.2 million and an increase in membership subscription revenue of $8.3 million, or 20%, due to an increase in Marketplace Paying SPs.
Europe revenue grew $10.6 million, or 25%, driven by the acquisition of a controlling interest in MyBuilder on March 24, 2017, as well as growth across other regions. Europe revenue also benefited from the weakening of the U.S. dollar relative to the Euro.
Cost of revenue
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below)
$14,015
 
$6,016
 
75%
 
$7,999
As a percentage of revenue
5%
 
 
 
 
 
4%
North America cost of revenue increased $6.6 million, or 92%, driven by increases of $2.5 million in traffic acquisition costs, $2.2 million in credit card processing fees due to $1.3 million from the inclusion of Angie's List and higher Marketplace Revenue, $1.4 million in costs associated with publishing and distributing the Angie's List Magazine and $1.0 million in hosting fees, principally from the inclusion of Angie's List.
Europe cost of revenue decreased $0.5 million, or 62%, driven by a decrease of $0.5 million in hosting fees.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below)
$42,313
 
$19,922
 
89%
 
$22,391
As a percentage of revenue
5%
 
 
 
 
 
4%
North America cost of revenue increased $19.8 million, or 93%, driven by increases of $6.4 million in traffic acquisition costs, $6.2 million in credit card processing fees due to $3.7 million from the inclusion of Angie's List and higher Marketplace Revenue, $3.9 million in costs associated with publishing and distributing the Angie's List Magazine and $2.7 million in hosting fees, principally from the inclusion of Angie's List.
Selling and marketing expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Selling and marketing expense
$136,412
 
$5,546
 
4%
 
$130,866
As a percentage of revenue
45%
 
 
 
 
 
72%
North America selling and marketing expense increased $5.9 million, or 5%, but declined as a percentage of revenue. The increase in North America selling and marketing expense was driven by increases in marketing expense of $10.9 million, reflecting the impact from the inclusion of Angie's List, and facilities costs of $1.9 million, partially offset by a reduction in compensation expense of $8.7 million. The increase in marketing expense is due primarily to increased investment in

32

television spend. The decrease in compensation expense is due to a decrease of $18.8 million in stock-based compensation expense and the inclusion of $4.1 million in severance and retention costs in 2017 related to the Combination, partially offset by growth in the sales force. The decrease in stock-based compensation expense reflects decreases of $12.2 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($0.4 million in 2018 compared to $12.6 million in 2017) and $6.7 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.1 million in 2018 compared to $6.9 million in 2017). As a percentage of revenue, North America selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts.
Europe selling and marketing expense decreased $0.3 million, or 3%, driven by a decrease in marketing expense of $0.7 million, partially offset by an increase in facilities costs of $0.2 million.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Selling and marketing expense
$416,187
 
$78,533
 
23%
 
$337,654
As a percentage of revenue
49%
 
 
 
 
 
66%
North America selling and marketing expense increased $75.2 million, or 24%, but declined as a percentage of revenue. The increase in North America selling and marketing expense was driven by increases in marketing expense of $50.9 million, reflecting the impact from the inclusion of Angie's List, compensation expense of $15.7 million and facilities costs of $3.6 million. The increase in marketing expense is due primarily to increased investments in television spend and online marketing. Compensation expense increased due primarily to growth in the sales force, partially offset by a decrease in stock-based compensation expense of $17.9 million and the inclusion of $4.1 million in severance and retention costs in 2017 related to the Combination. The decrease in stock-based compensation expense reflects decreases of $11.5 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($1.2 million in 2018 compared to $12.6 million in 2017) and $6.4 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.5 million in 2018 compared to $6.9 million in 2017). Compensation expense in 2018 also reflects a reduction in sales commissions expense of $7.9 million due to the adoption of ASU No. 2014-09. As a percentage of revenue, North America selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts.
Europe selling and marketing expense increased $3.3 million, or 12%, driven by $2.5 million of expense from the inclusion of MyBuilder, principally related to marketing, and increases in compensation expense of $1.1 million due, in part, to an increase in the sales force, and facilities costs of $0.8 million, partially offset by a decrease in marketing expense of $1.8 million.
General and administrative expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
General and administrative expense
$82,154
 
$(46,934)
 
(36)%
 
$129,088
As a percentage of revenue
27%
 
 
 
 
 
71%
North America general and administrative expense decreased $46.9 million, or 38%, due primarily to lower compensation expense of $47.9 million. The decrease in compensation expense is due primarily to a decrease of $52.2 million in stock-based compensation expense and a decrease of $7.4 million in severance and retention costs related to the Combination ($0.3 million in 2018 compared to $7.7 million in 2017), partially offset by an increase in headcount following the Combination and existing business growth. The decrease in stock-based compensation expense reflects decreases of $40.3 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards

33

($12.9 million in 2018 compared to $53.1 million in 2017) and $11.2 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($0.9 million in 2018 compared to $12.1 million in 2017). The decrease in North America general and administrative expense also reflects a reduction in transaction and integration-related costs related to the Combination of $13.9 million, partially offset by increases of $7.3 million in bad debt expense due, in part, to higher Marketplace Revenue and $2.6 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List and the inclusion in 2018 of transaction-related costs related to the acquisition of Handy of $1.3 million.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
General and administrative expense
$238,112
 
$20,150
 
9%
 
$217,962
As a percentage of revenue
28%
 
 
 
 
 
42%
North America general and administrative expense increased $20.8 million, or 11%, due primarily to an increase of $13.9 million in bad debt expense due, in part, to higher Marketplace Revenue, increases of $7.9 million in software license and maintenance costs and $2.8 million in facilities costs, both reflecting the impact from the inclusion of Angie's List, and an increase in customer service expense of $2.4 million, partially offset by a reduction in transaction and integration-related costs principally related to the Combination of $15.7 million. North America general and administrative expense also includes an increase in compensation expense of $1.7 million. The increase in compensation expense is due primarily to an increase in headcount following the Combination and existing business growth, almost entirely offset by a decrease of $25.8 million in stock-based compensation expense and a decrease of $5.0 million in severance and retention costs related to the Combination ($2.7 million in 2018 compared to $7.7 million in 2017). The decrease in stock-based compensation expense reflects decreases of $15.1 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($38.1 million in 2018 compared to $53.1 million in 2017) and $4.9 million in expense related to previously issued Angie's List equity awards including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination ($7.2 million in 2018 compared to $12.1 million in 2017) and the inclusion in 2017 of a modification charge related to an equity award.
Europe general and administrative expense decreased $0.7 million, or 3%, due primarily to a reduction in facilities costs and the inclusion in 2017 of $0.8 million of transaction-related costs primarily related to the acquisition of MyBuilder, partially offset by $1.5 million of expense from the inclusion of MyBuilder.
Product development expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Product development expense
$15,309
 
$(4,701)
 
(23)%
 
$20,010
As a percentage of revenue
5%
 
 
 
 
 
11%
North America product development expense decreased $5.9 million, or 31%, due primarily to a decrease in compensation expense of $7.5 million, partially offset by an increase in software license and maintenance costs of $1.1 million, reflecting the impact from the inclusion of Angie's List. The decrease in compensation expense is due primarily to a decrease of $10.3 million in stock-based compensation expense resulting from the reduction in the modification charge related to the Combination, partially offset by increased headcount.
Europe product development expense increased $1.1 million, or 99%, due to increases of $0.3 million in compensation expense due, in part, to increased headcount and $0.3 million in facilities costs.

34

For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Product development expense
$44,751
 
$12,222
 
38%
 
$32,529
As a percentage of revenue
5%
 
 
 
 
 
6%
North America product development expense increased $8.3 million, or 28%, due primarily to an increase in compensation expense of $3.6 million and an increase in software license and maintenance costs of $3.2 million, reflecting the impact from the inclusion of Angie's List. The increase in compensation expense is due primarily to increased headcount, partially offset by a decrease of $6.6 million in stock-based compensation expense resulting from the reduction in the modification charge related to the Combination.
Europe product development expense increased $3.9 million, or 120%, due to an increase of $1.3 million in compensation expense due, in part, to increased headcount, $0.8 million of expense from the inclusion of MyBuilder and increases in facilities costs of $0.5 million and software license and maintenance costs of $0.4 million.
Depreciation
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Depreciation
$6,100
 
$2,609
 
75%
 
$3,491
As a percentage of revenue
2%
 
 
 
 
 
2%
North America depreciation increased $2.5 million, or 80%, of which $0.7 million was from the inclusion of Angie's List and the remaining increase was due primarily to continued growth, including internally developed capitalized software.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Depreciation
$18,170
 
$8,465
 
87%
 
$9,705
As a percentage of revenue
2%
 
 
 
 
 
2%
North America depreciation increased $7.6 million, or 86%, of which $2.7 million was from the inclusion of Angie's List and the remaining increase was due primarily to continued growth, including internally developed capitalized software. Europe depreciation increased $0.8 million.
Operating income (loss)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
North America
$
36,117

 
$
143,804

 
NM
 
$
(107,687
)
 
$
56,862

 
$
156,341

 
NM
 
$
(99,479
)
Europe
(2,602
)
 
2,216

 
46%
 
(4,818
)
 
(10,841
)
 
3,633

 
25%
 
(14,474
)
Total
$
33,515

 
$
146,020

 
NM
 
$
(112,505
)
 
$
46,021

 
$
159,974

 
NM
 
$
(113,953
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As a percentage of revenue
11%
 
 
 
 
 
(62)%
 
5%
 
 
 
 
 
(22)%

35

________________________
NM = Not meaningful
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
North America operating income increased $143.8 million, due primarily to the increase in Adjusted EBITDA of $78.6 million described below, and a decrease of $81.3 million in stock-based compensation expense, partially offset by increases of $13.6 million in amortization of intangibles and $2.5 million in depreciation. The decrease in stock-based compensation expense was due principally to a decrease of $80.9 million in modification and acceleration charges related to the Combination. The increase in amortization of intangibles was due to the Combination.
Europe operating loss decreased $2.2 million, or 46%, due primarily to the reduction in Adjusted EBITDA loss of $1.4 million described below, and decreases of $0.7 million in amortization of intangibles and $0.2 million in stock-based compensation expense, partially offset by an increase of $0.1 million in depreciation.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
North America operating income increased $156.3 million, due primarily to the increase in Adjusted EBITDA of $155.0 million described below, and a decrease of $50.3 million in stock-based compensation expense, partially offset by increases of $41.3 million in amortization of intangibles and $7.6 million in depreciation. The decrease in stock-based compensation expense was due primarily to a decrease of $45.1 million in modification and acceleration charges related to the Combination and the inclusion in 2017 of a modification charge related to an equity award. The increase in amortization of intangibles was due to the Combination.
Europe operating loss decreased $3.6 million, or 25%, due primarily to the reduction in Adjusted EBITDA loss of $3.5 million described below, and decreases of $0.5 million in stock-based compensation expense and $0.5 million in amortization of intangibles, partially offset by an increase of $0.8 million in depreciation.
At September 30, 2018, there was $122.7 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 2.1 years.
Adjusted EBITDA
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
North America
$
78,613

 
$
78,553

 
NM
 
$
60

 
$
186,306

 
$
154,950

 
494%
 
$
31,356

Europe
(913
)
 
1,413

 
61%
 
(2,326
)
 
(4,987
)
 
3,452

 
41%
 
(8,439
)
Adjusted EBITDA
$
77,700

 
$
79,966

 
NM
 
$
(2,266
)
 
$
181,319

 
$
158,402

 
691%
 
$
22,917

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 As a percentage of revenue
26%
 
 
 
 
 
(1)%
 
21%
 
 
 
 
 
4%
For a reconciliation of operating income (loss) for the Company's reportable segments and net earnings (loss) attributable to ANGI Homeservices Inc.'s shareholders to Adjusted EBITDA, see "Note 9—Segment Information" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
North America Adjusted EBITDA increased $78.6 million, due primarily to the increase of $119.5 million in revenue, which reflects an increase in the write-off of deferred revenue related to the Combination of $0.6 million, a reduction in transaction and integration-related costs related to the Combination of $25.7 million and lower selling and marketing expense as a percentage of revenue, partially offset by higher compensation expense due, in part, to increased headcount following the Combination and, as described above, increases of $6.6 million in cost of revenue, $7.3 million in bad debt expense, $4.0 million in software license and maintenance cost and $3.3 million in facilities costs and the inclusion in 2018 of transaction-related costs related to the acquisition of Handy of $1.3 million.

36

Europe Adjusted EBITDA loss decreased $1.4 million, or 61%, due primarily to the increase of $1.9 million in revenue and the decrease in marketing expense of $0.7 million, partially offset by higher compensation expense of $0.3 million primarily due to increased headcount and an increase in facilities costs of $0.3 million.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
North America Adjusted EBITDA increased $155.0 million, or 494%, due primarily to the increase of $329.5 million in revenue, which reflects an increase in the write-off of deferred revenue related to the Combination of $5.2 million, a reduction in transaction and integration-related costs principally related to the Combination of $25.1 million and lower selling and marketing expense as a percentage of revenue, partially offset by higher compensation expense due, in part, to increased headcount following the Combination and, as described above, increases of $19.8 million in cost of revenue, $13.9 million in bad debt expense, $12.9 million in software license and maintenance costs and $6.7 million in facilities costs.
Europe Adjusted EBITDA loss decreased $3.5 million, or 41%, due primarily to the increase of $10.6 million in revenue, of which $5.9 million was from MyBuilder, and the decrease in marketing expense of $1.8 million, partially offset by $4.9 million of expense from the inclusion of MyBuilder primarily related to marketing, higher compensation expense of $2.8 million primarily due to increased headcount and an increase in facilities costs of $0.6 million. Additionally, Europe Adjusted EBITDA loss in 2017 includes $0.8 million of transaction-related costs primarily related to the acquisition of MyBuilder.
Adjusted EBITDA in 2018 benefited from a reduction in sales commissions expense of $8.0 million ($7.9 million for North America and less than $0.1 million for Europe) due to the adoption of ASU No. 2014-09 on January 1, 2018.
Interest expense
Interest expense—third party relates to interest on the Term Loan, which commenced on November 1, 2017.
Interest expense—related party includes interest charged by IAC and its subsidiaries on related party notes, which were primarily related to acquisitions. All related party notes were settled prior to the Combination, with the exception of a promissory note payable to a foreign subsidiary of IAC.
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Interest expense—third party
$3,132
 
$3,132
 
NA
 
$—
Interest expense—related party
23
 
(1,841)
 
(99)%
 
1,864
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Interest expense—third party
$8,797
 
$8,797
 
NA
 
$—
Interest expense—related party
102
 
(5,436)
 
(98)%
 
5,538
Other income, net
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Other income, net
$1,566
 
$202
 
15%
 
$1,364
Other income, net in 2018 is principally third party interest income.

37

Other income, net in 2017 is principally net foreign currency exchange gains.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Other income, net
$2,975
 
$875
 
42%
 
$2,100
Other income, net in 2018 is principally third party interest income.
Other income, net in 2017 is principally net foreign currency exchange gains.
Income tax (provision) benefit
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Income tax (provision) benefit
$(5,140)
 
NM
 
NM
 
$40,847
Effective income tax rate
16%
 
 
 
 
 
36%
In 2018, the effective income tax rate is lower than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act implemented a number of changes that took effect on January 1, 2018, including but not limited to, a reduction of the U.S. federal corporate tax rate from 35% to 21% and a new minimum tax on global intangible low-taxed income earned by foreign subsidiaries.  The Company was able to make a reasonable estimate of the impacts of the Tax Act in the fourth quarter of 2017. In the third quarter of 2018, the Company finalized its calculations related to the impacts of the Tax Act. No adjustment was made in the three and nine months ended September 30, 2018 to the Company’s previously recorded provisional tax expense. 
In 2017, the effective income tax rate was higher than the statutory rate of 35% due primarily to state income taxes, partially offset by unbenefited losses in separate jurisdictions.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Income tax benefit
$598
 
NM
 
NM
 
$71,095
Effective income tax rate
NM
 
 
 
 
 
61%
The income tax benefit in 2018, despite pre-tax income, is due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
The income tax benefit in 2017 was due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
For further details of income tax matters, see "Note 3—Income Taxes" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."

38

PRINCIPLES OF FINANCIAL REPORTING

We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations in that it does not take into account the impact to our consolidated and combined statement of operations of certain expenses.
For a reconciliation of operating income (loss) by reportable segment and net earnings (loss) attributable to ANGI Homeservices Inc. shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2018 and 2017, see "Note 9—Segment Information" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."
Non-cash expenses that are excluded from Non-GAAP Measure
Stock-based compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions (including the Combination), of stock appreciation rights, restricted stock units, or RSUs, stock options and performance-based RSUs. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding using the treasury stock method. Performance-based RSUs are included only to the extent the applicable performance condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To the extent that stock-based awards are settled on a net basis, the Company remits the required tax-withholding amounts from its current funds.
Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions (including the Combination). At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as service professional relationships, technology, memberships, customer lists and user base, and trade names are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.


39

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position
 
 
September 30, 2018
 
December 31, 2017
 
 
(In thousands)
Cash and cash equivalents:
 
 
 
 
United States
 
$
272,288

 
$
214,803

All other countries(a)
 
7,201

 
6,718

Total cash and cash equivalents
 
279,489

 
221,521

Marketable securities (United States)
 
34,865

 
—

Total cash and cash equivalents and marketable securities
 
$
314,354

 
$
221,521

 
 
 
 
 
Long-term debt
 
 
 
 
Term Loan due November 1, 2022
 
$
264,688

 
$
275,000

Less: current portion of Term Loan
 
13,750

 
13,750

Less: unamortized debt issuance costs
 
2,483

 
2,938

Total long-term debt, net
 
$
248,455

 
$
258,312

 
 
 
 
 
Long-term debt—related party
 
$
1,048

 
$
2,813

Less: current portion of long-term debt—related party
 
—

 
816

Total long-term debt—related party, net
 
$
1,048

 
$
1,997

_________________________________________________________________________
(a)
If needed for U.S. operations, the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated without significant tax consequences.
For a detailed description of long-term debt, net, see "Note 6—Long-term Debt" and for a detailed description of long-term debt—related party, see "Note 11—Related Party Transactions with IAC" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."
Cash Flow Information
In summary, the Company's cash flows are as follows:
 
Nine Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Net cash provided by (used in):
 
 
 
Operating activities
$
153,711

 
$
55,853

Investing activities
(57,290
)
 
(82,656
)
Financing activities
(37,797
)
 
38,104

Net cash provided by operating activities consists of earnings adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include stock-based compensation expense, amortization of intangibles, bad debt expense, depreciation and deferred income taxes.
2018
Adjustments to earnings consist primarily of $69.4 million of stock-based compensation expense, $47.7 million of amortization of intangibles, $34.8 million of bad debt expense and $18.2 million of depreciation. The decrease from changes in working capital consists primarily of an increase in accounts receivable of $52.0 million and an increase in other assets of

40

$19.0 million, partially offset by an increase in accounts payable and other liabilities of $11.3 million. The increase in accounts receivable is primarily due to revenue growth in North America. The increase in other assets is due to increases in capitalized sales commissions and prepaid marketing. The increase in accounts payable and other liabilities is due to an increase in deferred rent in connection with the expansion of office space and an increase in accrued advertising.
Net cash used in investing activities includes purchases of marketable debt securities of $34.8 million and capital expenditures of $32.9 million, primarily related to investments in the development of capitalized software to support the Company's products and services, leasehold improvements and computer hardware, partially offset by $10.4 million in net proceeds from the sale of Angie's List's campus located in Indianapolis.
Net cash used in financing activities includes $27.2 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled and $10.3 million in principal payments on the Term Loan, partially offset by $2.9 million in proceeds from the exercise of stock options.
2017
Adjustments to earnings consist primarily of $120.3 million of stock-based compensation expense, $20.6 million of bad debt expense, $9.7 million of depreciation and $6.9 million of amortization of intangibles, partially offset by $71.4 million of deferred income taxes. The deferred income tax benefit primarily relates to the modification charge for the conversion and acceleration of stock-based awards and the net operating loss created by both the exercise of HomeAdvisor stock-based awards primarily in the first quarter of 2017 and one-time charges related to the Combination. The increase from changes in working capital consists primarily of an increase of $45.5 million in accounts payable and other liabilities and an increase in deferred revenue of $7.8 million, partially offset by an increase in accounts receivable of $30.1 million and an increase in other assets of $5.8 million. The increase in accounts payable and other liabilities is due to an increase in payables and accruals due to increased advertising expenses and an increase in accrued severance and retention costs and accrued professional fees related to the Combination. The increase in deferred revenue is due to growth in subscription sales to service professionals. The increase in accounts receivable is primarily due to revenue growth in North America. The increase in other assets is due to an increase in prepaid marketing.
Net cash used in investing activities includes $66.4 million of cash used for the acquisitions of MyBuilder, Angie's List, and HomeStars, and capital expenditures of $16.3 million, primarily related to investments in the development of capitalized software to support the Company's products and services and computer hardware. The cash used for the acquisition of Angie's List includes $61.5 million that the Company loaned to Angie's List to fund the repayment of Angie's List debt outstanding immediately prior to the Combination.
Net cash provided by financing activities includes proceeds from the borrowings of related party debt of $131.4 million, including $61.5 million in borrowings from IAC used by the Company to fund the repayment of Angie's List debt immediately prior to the Combination, and cash transfers of $24.2 million from IAC pursuant to IAC's centrally managed U.S. treasury management function, partially offset by principal payments on related party debt of $104.9 million and the purchase of noncontrolling interests of $12.6 million.
Liquidity and capital resources
In periods prior to the Combination, the Company received funding from IAC, including loans from certain IAC foreign subsidiaries, the proceeds of which were primarily used to fund acquisitions.
All outstanding long-term debt—related party amounts due between certain IAC subsidiaries and the HomeAdvisor business were settled prior to the completion of the Combination, with the exception of a promissory note payable to a foreign subsidiary of IAC, the principal amount of which at September 30, 2018 was €0.9 million ($1.0 million).
On November 1, 2017, the Company borrowed $275 million under a five-year term loan facility ("Term Loan"). The Term Loan is guaranteed by the Company's wholly-owned material domestic subsidiaries and is secured by substantially all assets of the Company and the guarantors, subject to certain exceptions. At September 30, 2018, the Term Loan bears interest at 4.10%, which is LIBOR plus 1.75%, which is subject to change in future periods based on ANGI Homeservices' consolidated net leverage ratio. Interest payments are due at least quarterly through the term of the loan. On November 5, 2018, the Term Loan was amended and restated, and is now due on November 5, 2023. From and after the amendment date, quarterly principal payments of 1.25% of the original principal amount in the first three years, 2.5% in the fourth year and 3.75% in the fifth year are required.

41

On November 5, 2018, ANGI entered into a five-year $250 million revolving credit facility (the "Credit Facility"). The annual commitment fee on undrawn funds is currently 25 basis points, and is based on the net leverage ratio most recently reported. Borrowings under the Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on ANGI's consolidated net leverage ratio.
The terms of the Credit Facility and the Term Loan require ANGI to maintain a net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0. There are additional covenants under both the Term Loan and the Credit Facility that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions.
In connection with the Combination, previously issued stock appreciation rights related to the common stock of HomeAdvisor (US) were converted into ANGI stock appreciation rights that are settleable, at the Company's option, on a net basis with ANGI 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, these awards can be settled in either Class A shares of ANGI or shares of IAC common stock. If settled in IAC common stock, ANGI reimburses IAC in either cash or through the issuance of Class A shares to IAC. Assuming all of the stock appreciation rights outstanding on November 2, 2018 were net settled, ANGI would have issued 16.8 million Class A shares (either to IAC as reimbursement or to award holders) and ANGI would have remitted $320.0 million in cash for withholding taxes (assuming a 50% withholding rate). If the Company decided to issue a sufficient number of shares to cover the $320.0 million employee withholding tax obligation, 16.8 million additional Class A shares would be issued by ANGI. The Company's cash withholding obligation on all other ANGI net settled awards outstanding on November 2, 2018 is $20.3 million (assuming a 50% withholding rate), which is the equivalent of 1.1 million shares.
The Company believes its existing cash, cash equivalents, marketable securities and expected positive cash flows generated from operations will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes on behalf of employees for any stock-based awards that may be net settled, and investing and other commitments, for the foreseeable future. The Company's 2018 capital expenditures are expected to be higher than 2017 by approximately 80%, driven, in part, by investments in the development of capitalized software to support the Company's products and services, its new corporate headquarters in Denver and the expansion of office space in Indianapolis. The Company's liquidity could be negatively affected by a decrease in demand for its products and services.
The Company’s indebtedness could limit its ability to: (i) obtain additional financing to fund working capital needs, acquisitions, capital expenditures or debt service or other requirements; and (ii) use operating cash flow to make certain acquisitions or investments, in the event a default has occurred or, in certain circumstances, if its leverage ratio (as defined in the Term Loan) exceeds the ratios set forth in the Term Loan. There were no such limitations at September 30, 2018.
At September 30, 2018, IAC held Class B shares of ANGI which represent 86.3% of the economic interest and 98.4% of the voting interest of ANGI. As a result, IAC has the ability to control ANGI’s financing activities, including the issuance of additional debt and equity securities by ANGI or any of its subsidiaries, or the incurrence of other indebtedness generally. While ANGI is expected to have the ability to access debt and equity markets if needed, such transactions may require the approval of IAC due to its control of the majority of the outstanding voting power of ANGI’s capital stock and its representation on the ANGI board of directors. Additional financing may not be available on terms favorable to the Company or at all.
Subsequent to September 30, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to the post-closing adjustment provision of the Angie's List merger agreement and ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction. After giving effect to these two transactions, IAC's economic and voting interest in ANGI would be approximately 84.9% and 98.3%, respectively.



42

CONTRACTUAL OBLIGATIONS
 
 
Payments due by period
Contractual Obligations(a)
 
Less than
1 year
 
1 to 3
years
 
3 to 5
years
 
More than
5 years
 
Total
 
 
(In thousands)
Long-term debt(b)
 
$
24,650

 
$
57,831

 
$
223,407

 
$
—

 
$
305,888

Long-term debt—related party(c) 
 
—

 
1,154

 
—

 
—

 
1,154

Operating leases(d)   
 
16,098

 
35,310

 
31,947

 
59,484

 
142,839

Purchase obligations(e)   
 
230

 
57

 
—

 
—

 
287

Total contractual obligations   
 
$
40,978

 
$
94,352

 
$
255,354

 
$
59,484

 
$
450,168

______________________________________________
(a)
The Company has excluded $2.1 million in unrecognized tax benefits from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see "Note 3—Income Taxes" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."
(b)
Long-term debt consists of contractual amounts due including interest on a variable rate instrument. Long-term debt at September 30, 2018 consists of the $264.7 million Term Loan, bearing interest at LIBOR plus 1.75%, or 4.10%, at September 30, 2018. The Term Loan interest rate is subject to change in future periods based on the Company's consolidated net leverage ratio. The amount of interest ultimately paid on the variable rate debt may differ based on changes in interest rates. For additional information on long-term debt, see "Note 6—Long-term Debt" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements."
(c)
Long-term debt—related party consists of a promissory note of €0.9 million ($1.0 million at September 30, 2018) payable to a foreign subsidiary of IAC, which bears interest at a fixed rate. See "Note 11—Related Party Transactions with IAC" to the consolidated and combined financial statements included in "Item 1. Consolidated and Combined Financial Statements" for additional information on Long-term debt—related party.
(d)
We lease office space, data center facilities and equipment used in connection with our operations under various operating leases, the majority of which contain escalation clauses. During 2018, the Company expanded the lease premises of its call center in New York by an additional 45,650 square feet, extended the lease term of its headquarters in Colorado for another 7.5 years and entered into a new 8.5 year lease for its expansion of office space in Indianapolis.
(e)
Purchase obligations primarily consist of software licenses.
Off-Balance Sheet Arrangements
Other than the items described above, we have no significant off-balance sheet arrangements.


43
Table of Contents

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
At September 30, 2018, there have been no material changes to the Company's instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2017.


44
Table of Contents

Item 4.    Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company’s management, including our principal executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
There were no changes to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


45
Table of Contents

PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Overview
In the ordinary course of business, the Company and its subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither the Company nor any of its subsidiaries is currently a party to any legal proceedings, the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations.
Rules of the Securities and Exchange Commission require the description of material pending legal proceedings (other than ordinary, routine litigation incident to the registrant’s business) and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of Company management, none of the pending litigation matters which we are defending, including the one described below, involves or is likely to involve amounts of that magnitude. The litigation matter described below involves issues or claims that may be of particular interest to our stockholders, regardless of whether this matter may be material to our financial position or operations based upon the standard set forth in the rules of the Securities and Exchange Commission.
Service Professional Class Action Litigation against HomeAdvisor   
In July 2016, a putative class action, Airquip, Inc. v. HomeAdvisor, Inc. et al., No. l:16-cv-1849, was filed in the U.S. District Court for the District of Colorado. The complaint, as amended, alleges that HomeAdvisor engages in certain deceptive practices affecting the service professionals ("SPs") who join its network, including charging them for substandard customer leads or failing to disclose certain charges. The complaint seeks certification of a nationwide class consisting of all HomeAdvisor SPs since October 2012, asserts claims of fraud, breach of implied contract, unjust enrichment and violation of the Colorado Consumer Protection Act ("CCPA") and the federal RICO statute and seeks injunctive relief and damages in an unspecified amount. In December 2016, HomeAdvisor filed a motion to dismiss the RICO and CCPA claims. In September 2017, the court issued an order granting the motion and dismissing those claims. In October 2017, HomeAdvisor filed an answer denying the material allegations of the remaining claims in the complaint. Discovery is under way, and the issue of class certification remains to be litigated. On May 18, 2018, more than one year after the deadline to amend pleadings, the plaintiffs filed a motion for leave to file a second amended complaint that would add nine new plaintiffs, five new defendants and 55 new claims, most of them for various violations of the laws of nine separate states. On June 22, 2018, HomeAdvisor filed its opposition to the motion, which remains pending.

On July 16, 2018, as an apparent hedge against denial of the motion, plaintiffs’ counsel filed a separate putative class action in the same court on behalf of the same nine proposed new plaintiffs, naming as defendants HomeAdvisor, the Company, IAC/InterActiveCorp ("IAC") and CrowdSteer Inc., and asserting 45 claims largely duplicative of those asserted in the proposed second amended complaint in the Airquip action. See Costello v. HomeAdvisor, Inc. et al., No. 1:18-cv-1802 (U.S. District Court, District of Colorado). On October 11, 2018, four of the nine named plaintiffs in the Costello case, on behalf of themselves and certain purported subclasses of former HomeAdvisor SPs, filed a motion for a preliminary injunction and a declaratory judgment enjoining and prohibiting HomeAdvisor from maintaining on its website the profile pages of former SPs, which motion HomeAdvisor has opposed. On October 18, 2018: (i) the Company and IAC filed a motion to dismiss the complaint as against them; (ii) HomeAdvisor, with respect to seven of the named plaintiffs, filed a motion to compel arbitration; and (iii) HomeAdvisor, with respect to the remaining two named plaintiffs, filed a motion to dismiss the complaint as against it. On October 22, 2018, the plaintiffs filed a motion for provisional class certification in connection with their recent application for preliminary injunctive and declaratory relief, which motion HomeAdvisor will oppose.

The Company believes that the allegations in these lawsuits are without merit and will continue to defend vigorously against them.

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Table of Contents

Item 1A.    Risk Factors
This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to the Company's future financial performance, business prospects and strategy, anticipated trends and prospects in home services industry, expected synergies and other benefits to be realized following the Combination and other similar matters. These forward-looking statements are based on Company management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to compete effectively against current and future competitors, (ii) the failure or delay of the home services market to migrate online, (iii) adverse economic events or trends, particularly those that adversely impact consumer confidence and spending behavior, (iv) our ability to establish and maintain relationships with quality service professionals, (v) our ability to build, maintain and/or enhance our various brands, (vi) our ability to market our various products and services in a successful and cost-effective manner, (vii) our continued ability to communicate with consumers and service professionals via e-mail or an effective alternative means of communication, (viii) our ability to introduce new and enhanced products and services that resonate with consumers and service professionals and that we are able to effectively monetize, (ix) our ability to realize the expected benefits of the Combination within the anticipated time frames or at all, (x) the integrity, efficiency and scalability of our technology systems and infrastructures (and those of third parties) and our ability to enhance, expand and adapt our technology systems and infrastructures in a timely and cost-effective manner, (xi) our ability to protect our systems from cyberattacks and to protect personal and confidential user information, (xii) the occurrence of data security breaches, fraud and/or additional regulation involving or impacting credit card payments, (xiii) our ability to adequately protect our intellectual property rights and not infringe the intellectual property rights of third parties, (xiv) our ability to operate (and expand into) international markets successfully, (xv) operational and financial risks relating to acquisitions, (xvi) changes in key personnel, (xvii) increased costs and strain on our management as a result of operating as a new public company, (xviii) adverse litigation outcomes and (xix) various risks related to our relationship with IAC and our outstanding indebtedness. Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including in Part I-Item 1A-Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Other unknown or unpredictable factors that could also adversely affect our business, financial condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Company management as of the date of this quarterly report. We do not undertake to update these forward-looking statements.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Employee Matters Agreement dated as of September 29, 2017, by and between us and IAC (the “Employee Matters Agreement”), provides, among other things, that we will reimburse IAC for the cost of certain equity awards held by our current and former employees and that IAC may elect to receive payment either in cash or shares of our Class B common stock.
Pursuant to the Employee Matters Agreement, 19,686 shares of Class B common stock were issued to IAC on September 30, 2018 as reimbursement for shares of IAC common stock issued in connection with: (i) the exercise of IAC stock options and (ii) the settlement of equity awards denominated in shares of an ANGI subsidiary, in each case, by/for our employees during the quarter ended September 30, 2018. This issuance did not involve any underwriters or public offerings and we believe that such issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof.
Issuer Purchases of Equity Securities
The Company did not purchase any shares of its Class A common stock during the quarter ended September 30, 2018.

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Table of Contents

Item 6.    Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.
Exhibit Number
 
Description
 
Location
3.1

 
Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.
 

3.2

 
Amended and Restated Bylaws of ANGI Homeservices Inc.
 


 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
 
 

 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
 
 

 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
 
 

 
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
 
 
101.INS

 
XBRL Instance (1)
 
 
101.SCH

 
XBRL Taxonomy Extension Schema (1)
 
 
101.CAL

 
XBRL Taxonomy Extension Calculation (1)
 
 
101.DEF

 
XBRL Taxonomy Extension Definition (1)
 
 
101.LAB

 
XBRL Taxonomy Extension Labels (1)
 
 
101.PRE

 
XBRL Taxonomy Extension Presentation (1)
 
 
_______________________________________________________________________________
(1)
Filed herewith.
(2)
Furnished herewith.

48
Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:
November 9, 2018
 
 
 
 
 
ANGI Homeservices Inc.
 
 
 
 
 
 
 
By:
 
/s/ GLENN H. SCHIFFMAN
 
 
 
 
Glenn H. Schiffman
 
 
 
 
Chief Financial Officer


 
 
 
 
Signature
Title
 
Date
 
 
 
 
/s/ GLENN H. SCHIFFMAN
Chief Financial Officer
 
November 9, 2018
Glenn H. Schiffman
 
 
 


49

Quicklinks


50
Exhibit





Exhibit 31.1
Certification
I, William B. Ridenour, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of ANGI Homeservices Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:
November 9, 2018
 
/s/ WILLIAM B. RIDENOUR
 
 
 
William B. Ridenour
Chief Executive Officer




Exhibit





Exhibit 31.2
Certification
I, Glenn H. Schiffman, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2018 of ANGI Homeservices Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:
November 9, 2018
 
/s/ GLENN H. SCHIFFMAN
 
 
 
Glenn H. Schiffman
Chief Financial Officer





Exhibit




Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, William B. Ridenour, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 of ANGI Homeservices Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ANGI Homeservices Inc.



Dated:
November 9, 2018
 
/s/ WILLIAM B. RIDENOUR
 
 
 
William B. Ridenour
Chief Executive Officer



Exhibit




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Glenn H. Schiffman, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 of ANGI Homeservices Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ANGI Homeservices Inc.



Dated:
November 9, 2018
 
/s/ GLENN H. SCHIFFMAN
 
 
 
Glenn H. Schiffman
Chief Financial Officer