SEC Form 10-Q filed by Angi Inc.

11/12/24 6:04:34 AM ET

$ANGI

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angi-20240930

Table of Contents

As filed with the Securities and Exchange Commission on November 12, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2024


☐			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

Angi Inc.

(Exact name of Registrant as specified in its charter)


Delaware						82-1204801
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3601 Walnut Street, Denver, CO 80205

(Address of registrant’s principal executive offices)

(303) 963-7200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Class A Common Stock, par value $0.001

ANGI

The Nasdaq Stock Market LLC

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 ☒ No ☐

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2024, the following shares of the registrant’s common stock were outstanding:


Class A Common Stock			75,249,787
Class B Common Stock			422,019,247
Class C Common Stock			—
Total outstanding Common Stock			497,269,034

TABLE OF CONTENTS


		Page Number
PART I
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheet	3
	Consolidated Statement of Operations	4
	Consolidated Statement of Comprehensive Operations	5
	Consolidated Statement of Shareholders’ Equity	6
	Consolidated Statement of Cash Flows	8
	Notes to Consolidated Financial Statements
	Note 1—The Company and Summary of Significant Accounting Policies	9
	Note 2—Financial Instruments and Fair Value Measurements	11
	Note 3—Long-term Debt	13
	Note 4—Accumulated Other Comprehensive Income	14
	Note 5—Segment Information	14
	Note 6—Income Taxes	18
	Note 7—Earnings (Loss) Per Share	19
	Note 8—Financial Statement Details	21
	Note 9—Contingencies	23
	Note 10—Related Party Transactions with IAC	23
	Note 11—Discontinued Operations	24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	Other Information	44
Item 6.	Exhibits	46
	Signatures	47

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ANGI INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)


	September 30, 2024		December 31, 2023
	(In thousands, except par value amounts)
ASSETS
Cash and cash equivalents	$	395,230	$	364,044

Accounts receivable, net	52,402		51,100
Other current assets	51,888		72,075

Total current assets	499,520		487,219

Capitalized software, leasehold improvements and equipment, net	85,599		109,527
Goodwill	888,079		886,047
Intangible assets, net	171,191		170,773
Deferred income taxes	172,031		148,183
Other non-current assets, net	39,587		54,466

TOTAL ASSETS	$	1,856,007	$	1,856,215

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:

Accounts payable	$	33,147	$	29,467
Deferred revenue	50,195		49,859
Accrued expenses and other current liabilities	160,260		179,329

Total current liabilities	243,602		258,655

Long-term debt, net	496,639		496,047

Deferred income taxes	2,047		2,739
Other long-term liabilities	44,217		54,266




Commitments and contingencies

SHAREHOLDERS’ EQUITY:
Class A common stock, $0.001 par value; authorized 2,000,000 shares; issued 111,739 and 106,848 shares, respectively, and outstanding 75,710 and 82,208, respectively	112		107
Class B convertible common stock, $0.001 par value; authorized 1,500,000 shares; 422,019 shares issued and outstanding	422		422
Class C common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	1,462,474		1,447,353
Accumulated deficit	(193,729)		(231,019)
Accumulated other comprehensive income	3,278		1,187
Treasury stock, 36,029 and 24,640 shares, respectively	(203,055)		(177,283)
Total Angi Inc. shareholders’ equity	1,069,502		1,040,767
Noncontrolling interests	—		3,741
Total shareholders’ equity	1,069,502		1,044,508
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,856,007	$	1,856,215

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

Table of Contents

ANGI INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands, except per share data)
Revenue	$	296,719	$	351,231	$	917,243	$	1,058,315
Cost of revenue (exclusive of depreciation shown separately below)	14,750		13,663		41,399		45,308
Gross profit	281,969		337,568		875,844		1,013,007
Operating costs and expenses:
Selling and marketing expense	155,443		200,105		470,817		608,592
General and administrative expense	76,827		98,702		246,717		288,536
Product development expense	24,314		21,497		72,849		72,358
Depreciation	17,568		22,493		65,741		69,687
Amortization of intangibles	—		2,633		—		7,958
Total operating costs and expenses	274,152		345,430		856,124		1,047,131
Operating income (loss)	7,817		(7,862)		19,720		(34,124)
Interest expense	(5,045)		(5,037)		(15,124)		(15,100)
Other income, net	5,979		3,890		15,033		12,881
Earnings (loss) from continuing operations before income taxes	8,751		(9,009)		19,629		(36,343)
Income tax benefit	26,612		6,057		18,505		3,813
Net earnings (loss) from continuing operations	35,363		(2,952)		38,134		(32,530)
Loss from discontinued operations, net of tax	—		(2,335)		—		(2,236)
Net earnings (loss)	35,363		(5,287)		38,134		(34,766)
Net earnings attributable to noncontrolling interests	(202)		(69)		(844)		(614)
Net earnings (loss) attributable to Angi Inc. shareholders	$	35,161	$	(5,356)	$	37,290	$	(35,380)

Per share information from continuing operations:
Basic earnings (loss) per share	$	0.07	$	(0.01)	$	0.07	$	(0.07)
Diluted earnings (loss) per share	$	0.07	$	(0.01)	$	0.07	$	(0.07)

Per share information attributable to Angi Inc. shareholders:
Basic earnings (loss) per share	$	0.07	$	(0.01)	$	0.07	$	(0.07)
Diluted earnings (loss) per share	$	0.07	$	(0.01)	$	0.07	$	(0.07)

Stock-based compensation expense by function:

Selling and marketing expense	$	1,151	$	1,797	$	3,528	$	4,530
General and administrative expense	7,309		6,771		20,309		21,938
Product development expense	1,564		2,013		4,256		7,122
Total stock-based compensation expense	$	10,024	$	10,581	$	28,093	$	33,590

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

Table of Contents

ANGI INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Net earnings (loss)	$	35,363	$	(5,287)	$	38,134	$	(34,766)
Other comprehensive income (loss):
Change in foreign currency translation adjustment	3,208		(2,182)		2,229		236

Total other comprehensive income (loss)	3,208		(2,182)		2,229		236
Comprehensive income (loss)	38,571		(7,469)		40,363		(34,530)
Components of comprehensive (income) loss attributable to noncontrolling interests:
Net earnings attributable to noncontrolling interests	(202)		(69)		(844)		(614)
Change in foreign currency translation adjustment attributable to noncontrolling interests	(189)		123		(138)		(1)
Comprehensive (income) loss attributable to noncontrolling interests	(391)		54		(982)		(615)
Comprehensive income (loss) attributable to Angi Inc. shareholders	$	38,180	$	(7,415)	$	39,381	$	(35,145)

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

Table of Contents

ANGI INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three and Nine Months Ended September 30, 2024

(Unaudited)



		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 Inc. Shareholders' Equity

																				Accumulated Other Comprehensive Income								Total Shareholders' Equity
																Additional Paid-in Capital		Accumulated Deficit				Treasury Stock				Noncontrolling Interests
	$			Shares		$			Shares		$			Shares
	(In thousands)
Balance as of June 30, 2024		$	111		111,015		$	422		422,019		$	—		—	$	1,463,370	$	(228,890)	$	259	$	(195,467)	$	1,039,805	$	4,332	$	1,044,137
Net earnings		—			—		—			—		—			—	—		35,161		—		—		35,161		202		35,363
Other comprehensive income		—			—		—			—		—			—	—		—		3,019		—		3,019		189		3,208
Stock-based compensation expense		—			—		—			—		—			—	11,336		—		—		—		11,336		—		11,336
Issuance of common stock pursuant to stock-based awards, net of withholding taxes		1			724		—			—		—			—	(910)		—		—		—		(909)		—		(909)

Purchase of treasury stock		—			—		—			—		—			—	—		—		—		(7,588)		(7,588)		—		(7,588)
Purchase of noncontrolling interests		—			—		—			—		—			—	(11,296)		—		—		—		(11,296)		(4,723)		(16,019)


Other		—					—			—		—			—	(26)		—		—		—		(26)		—		(26)
Balance as of September 30, 2024		$	112		111,739		$	422		422,019		$	—		—	$	1,462,474	$	(193,729)	$	3,278	$	(203,055)	$	1,069,502	$	—	$	1,069,502

Balance as of December 31, 2023		$	107		106,848		$	422		422,019		$	—		—	$	1,447,353	$	(231,019)	$	1,187	$	(177,283)	$	1,040,767	$	3,741	$	1,044,508
Net earnings		—			—		—			—		—			—	—		37,290		—		—		37,290		844		38,134
Other comprehensive income		—			—		—			—		—			—	—		—		2,091		—		2,091		138		2,229
Stock-based compensation expense		—			—		—			—		—			—	32,448		—		—		—		32,448		—		32,448
Issuance of common stock pursuant to stock-based awards, net of withholding taxes		5			4,891		—			—		—			—	(5,657)		—		—		—		(5,652)		—		(5,652)

Purchase of treasury stock		—			—		—			—		—			—	—		—		—		(25,772)		(25,772)		—		(25,772)
Purchase of noncontrolling interests		—			—		—			—		—			—	(11,296)		—		—		—		(11,296)		(4,723)		(16,019)


Other		—			—		—			—		—			—	(374)		—		—		—		(374)		—		(374)
Balance as of September 30, 2024		$	112		111,739		$	422		422,019		$	—		—	$	1,462,474	$	(193,729)	$	3,278	$	(203,055)	$	1,069,502	$	—	$	1,069,502

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

Table of Contents

ANGI INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three and Nine Months Ended September 30, 2023

(Unaudited)



		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 Inc. Shareholders' Equity

																				Accumulated Other Comprehensive Income (Loss)								Total Shareholders' Equity
																Additional Paid-in Capital		Accumulated Deficit				Treasury Stock				Noncontrolling Interests
	$			Shares		$			Shares		$			Shares
	(In thousands)
Balance as of June 30, 2023		$	105		105,273		$	422		422,019		$	—		—	$	1,426,280	$	(220,103)	$	1,122	$	(169,581)	$	1,038,245	$	3,639	$	1,041,884
Net (loss) earnings		—			—		—			—		—			—	—		(5,356)		—		—		(5,356)		69		(5,287)
Other comprehensive loss		—			—		—			—		—			—	—		—		(2,059)		—		(2,059)		(123)		(2,182)
Stock-based compensation expense		—			—		—			—		—			—	12,104		—		—		—		12,104		—		12,104
Issuance of common stock pursuant to stock-based awards, net of withholding taxes		1			753		—			—		—			—	(1,243)		—		—		—		(1,242)		—		(1,242)







Balance as of September 30, 2023		$	106		106,026		$	422		422,019		$	—		—	$	1,437,141	$	(225,459)	$	(937)	$	(169,581)	$	1,041,692	$	3,585	$	1,045,277

Balance as of December 31, 2022		$	103		102,811		$	422		422,019		$	—		—	$	1,405,294	$	(190,079)	$	(1,172)	$	(166,184)	$	1,048,384	$	2,994	$	1,051,378
Net (loss) earnings		—			—		—			—		—			—	—		(35,380)		—		—		(35,380)		614		(34,766)
Other comprehensive income		—			—		—			—		—			—	—		—		235		—		235		1		236
Stock-based compensation expense		—			—		—			—		—			—	37,242		—		—		—		37,242		—		37,242
Issuance of common stock pursuant to stock-based awards, net of withholding taxes		3			3,215		—			—		—			—	(5,358)		—		—		—		(5,355)		—		(5,355)

Purchase of treasury stock		—			—		—			—		—			—	—		—		—		(3,397)		(3,397)		—		(3,397)





Other		—			—		—			—		—			—	(37)		—		—		—		(37)		(24)		(61)
Balance as of September 30, 2023		$	106		106,026		$	422		422,019		$	—		—	$	1,437,141	$	(225,459)	$	(937)	$	(169,581)	$	1,041,692	$	3,585	$	1,045,277

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

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ANGI INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
	(In thousands)
Cash flows from operating activities attributable to continuing operations:
Net earnings (loss)	$	38,134	$	(34,766)
Loss from discontinued operations, net of tax	—		(2,236)
Net earnings (loss) attributable to continuing operations	38,134		(32,530)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities attributable to continuing operations:
Depreciation	65,741		69,687
Provision for credit losses	43,694		64,790
Stock-based compensation expense	28,093		33,590
Non-cash lease expense (including impairment of right-of-use assets)	13,813		9,136
Deferred income taxes	(24,595)		(12,128)
Amortization of intangibles	—		7,958





Other adjustments, net	373		(405)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable	(44,665)		(58,453)
Other assets	21,094		(7,671)
Accounts payable and other liabilities	(3,945)		18,754
Operating lease liabilities	(13,870)		(16,478)
Income taxes payable and receivable	(8,307)		4,862
Deferred revenue	344		4,129
Net cash provided by operating activities attributable to continuing operations	115,904		85,241

Cash flows from investing activities attributable to continuing operations:

Capital expenditures	(37,547)		(36,105)
Purchases of marketable debt securities	—		(12,362)
Proceeds from maturities of marketable debt securities	—		12,500

Proceeds from sales of fixed assets	6		11

Net cash used in investing activities attributable to continuing operations	(37,541)		(35,956)

Cash flows from financing activities attributable to continuing operations:




Purchases of treasury stock	(25,675)		(3,397)

Purchase of noncontrolling interests	(16,019)		—
Withholding taxes paid on behalf of employees on net settled stock-based awards	(5,652)		(4,780)
Distribution to IAC pursuant to the tax sharing agreement	(198)		—
Other, net	—		(57)
Net cash used in financing activities attributable to continuing operations	(47,544)		(8,234)

Total cash provided by continuing operations	30,819		41,051
Net cash provided by operating activities attributable to discontinued operations	—		3,557
Net cash provided by investing activities attributable to discontinued operations	—		325

Total cash provided by discontinued operations	—		3,882
Effect of exchange rate changes on cash and cash equivalents and restricted cash	448		127
Net increase in cash and cash equivalents and restricted cash	31,267		45,060
Cash and cash equivalents and restricted cash at beginning of period	364,301		322,136
Cash and cash equivalents and restricted cash at end of period	$	395,568	$	367,196

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

Table of Contents

ANGI INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Angi Inc. connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. Approximately 178,000 transacting professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms during the three months ended September 30, 2024. Additionally, consumers turned to at least one of our businesses to find a professional for approximately 18 million projects during the twelve months ended September 30, 2024.

The Company has three operating segments: (i) Ads and Leads; (ii) Services; and (iii) International (consisting of businesses in Europe and Canada) and operates under multiple brands including Angi, HomeAdvisor, and Handy.

Ads and Leads provides professionals the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated professionals nationwide for home repair, maintenance and improvement projects. Services consumers can request household services directly through the Angi platform, and such requests are fulfilled by independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. Matching service, booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.

As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise).

At September 30, 2024, IAC Inc. (“IAC”) owned 85.3% and 98.3% of the economic and voting interests, respectively, of the Company.

Total Home Roofing, LLC Sale

On November 1, 2023, Angi Inc. completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its Roofing segment), and which is reflected as a discontinued operation in its financial statements. See “Note 11—Discontinued Operations” for additional details. Prior period financial information has been recast to conform to this presentation.

Basis of Presentation and Consolidation

The Company prepares its consolidated financial statements (referred to herein as “financial statements”) in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated.

The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The unaudited interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Noncontrolling Interest

On August 28, 2024, the Company purchased the remaining noncontrolling interests of a foreign subsidiary for a total purchase price of $16.0 million in cash. As a result of this transaction, the Company recorded a net decrease to additional paid in capital of $11.3 million, representing the difference between the cash consideration related to the purchase of the remaining

Table of Contents

ANGI INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction. All consolidated entities are now wholly-owned by the Company, and no noncontrolling interest remains as of September 30, 2024.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its 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 assets and liabilities. Actual results could differ from these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the recoverability of all long-lived assets, including goodwill and indefinite-lived intangible assets; contingencies; unrecognized tax benefits; the liability for potential refunds and customer credits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.

General Revenue Recognition

The Company accounts for a contract with a customer when it has approval and commitment from all authorized 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 the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.

The Company’s disaggregated revenue disclosures are presented in “Note 5—Segment Information.”

Deferred Revenue

Deferred revenue consists of payments that are received or are contractually due in advance of the Company’s performance obligation. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the remaining term or expected completion of its performance obligation is one year or less. At December 31, 2023, the current and non-current deferred revenue balances were $49.9 million and $0.1 million, respectively, and during the nine months ended September 30, 2024, the Company recognized $43.1 million of revenue that was included in the deferred revenue balance as of December 31, 2023. At December 31, 2022, the current and non-current deferred revenue balances were $50.1 million and $0.1 million, respectively, and during the nine months ended September 30, 2023, the Company recognized $47.0 million of revenue that was included in the deferred revenue balance as of December 31, 2022.

The current and non-current deferred revenue balances at September 30, 2024 are $50.2 million and less than $0.1 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the balance sheet.

Practical Expedients and Exemptions

For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers, applicable to such contracts and does not consider the time value of money.

In addition, as permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.

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The Company also applies the practical expedient to expense sales commissions as incurred where the anticipated customer relationship period is one year or less.

Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted by the Company

There were no recently issued accounting pronouncements adopted by the Company during the nine months ended September 30, 2024.

Recent Accounting Pronouncements Not Yet Adopted by the Company

Accounting Standards Update (“ASU”) No. 2023-07— Segment Reporting (Topic 280)— Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No. 2023-07, which is intended to provide users of financial statements with more decision-useful information about reportable segments of a public business entity, primarily through enhanced disclosures of significant segment expenses. This ASU requires annual and interim disclosures of significant expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss and an amount and description of its composition of other segment items. The provisions of this ASU also require entities to include all annual disclosures required by Topic 280 in the interim periods and permits entities to include multiple measures of a segment's profit or loss if such measures are used by the CODM to assess segment performance and determine allocation of resources, provided that at least one of those measures is determined in a way that is consistent with the measurement principles under GAAP. The amendments in ASU No. 2023-07 apply retrospectively and are effective for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024. Early adoption is permitted. The Company, as required, will adopt ASU No. 2023-07 in its financial statements for the year ending December 31, 2024. ASU No. 2023-07 will not impact the Company’s results of operations, financial condition, or cash flows. The Company is assessing the form and content of the disclosure of its significant segment expenses as required by ASU No. 2023-07.

ASU No. 2023-09— Income Taxes (Topic 740)— Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, which establishes required categories and a quantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of income taxes paid. The guidance’s annual requirements are effective for the Company beginning with the December 31, 2025 reporting period. Early adoption is permitted and prospective disclosure should be applied. However, retrospective disclosure is permitted. The Company is currently assessing ASU No. 2023-09 and its impact on its income tax disclosures; ASU No. 2023-09 does not impact the Company’s results of operations, financial condition, or cash flows. The Company does not plan to early adopt ASU No. 2023-09.

ASU No. 2024-03— Income Statement-Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, which is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as purchases of inventory, employee compensation, depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU No. 2024-03 also requires disclosure of the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2024-03 and its impact on its disclosures; ASU No. 2024-03 does not impact the Company's results of operations, financial condition or cash flows.

NOTE 2—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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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.

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The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:


	September 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	302,660	$	—	$	—	$	302,660
Treasury bills	—		24,993		—		24,993



Total	$	302,660	$	24,993	$	—	$	327,653


	December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	215,891	$	—	$	—	$	215,891
Treasury bills	—		74,802		—		74,802



Total	$	215,891	$	74,802	$	—	$	290,693

Assets measured at fair value on a nonrecurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Financial instruments measured at fair value only for disclosure purposes

The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $458.7 million and $418.1 million at September 30, 2024 and December 31, 2023, respectively.

NOTE 3—LONG-TERM DEBT

Long-term debt consists of:


	September 30, 2024		December 31, 2023
	(In thousands)
3.875% ANGI Group Senior Notes due August 15, 2028 (“ANGI Group Senior Notes”); interest payable each February 15 and August 15	$	500,000	$	500,000



Less: unamortized debt issuance costs	3,361		3,953
Total long-term debt, net	$	496,639	$	496,047

ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi Inc., issued the ANGI Group Senior Notes on August 20, 2020. These notes may be redeemed at the redemption prices, plus accrued and unpaid interest thereon, if any, as set forth in the indenture governing the notes.

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The indenture governing the ANGI Group Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio exceeds 3.75 to 1.0, provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. At September 30, 2024 and December 31, 2023, there were no limitations pursuant thereto.

NOTE 4—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of accumulated other comprehensive income (loss), which exclusively consists of foreign currency translation adjustment for the three and nine months ended September 30, 2024:


	Three Months Ended September 30,
	2024		2023
	Foreign Currency Translation Adjustment			Foreign Currency Translation Adjustment
	(In thousands)
Balance at July 1	$	259		$	1,122
Other comprehensive income (loss)	3,019			(2,059)
Balance at September 30	$	3,278		$	(937)


	Nine Months Ended September 30,
	2024		2023
	Foreign Currency Translation Adjustment			Foreign Currency Translation Adjustment
	(In thousands)
Balance at January 1	$	1,187		$	(1,172)
Other comprehensive income	2,091			235
Balance at September 30	$	3,278		$	(937)

At September 30, 2024 and 2023 there was no tax benefit or provision on the accumulated other comprehensive income.

NOTE 5—SEGMENT INFORMATION

Our reportable segments currently consist of Ads and Leads, Services, and International. Our CODM regularly reviews certain financial information by operating segment to determine allocation of resources and assess its performance. Segment profitability is determined by and presented on an Adjusted EBITDA basis consistent with the CODM’s view of profitability of its businesses, which excludes certain expenses that are required in accordance with GAAP.

The following table presents revenue by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Revenue:
Domestic
Ads and Leads	$	241,231	$	291,993	$	748,128	$	877,986
Services	23,702		29,964		68,748		91,890


Total Domestic	264,933		321,957		816,876		969,876
International	31,786		29,274		100,367		88,439
Total	$	296,719	$	351,231	$	917,243	$	1,058,315

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(Unaudited)

The following table presents the revenue of the Company’s segments disaggregated by type of service:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Domestic:
Ads and Leads:
Consumer connection revenue	$	151,893	$	203,579	$	480,048	$	625,527
Advertising revenue	78,782		75,074		234,228		212,302
Membership subscription revenue	10,452		13,167		33,491		39,597
Other revenue	104		173		361		560
Total Ads and Leads revenue	241,231		291,993		748,128		877,986
Services revenue	23,702		29,964		68,748		91,890


Total Domestic	264,933		321,957		816,876		969,876
International:
Consumer connection revenue	26,024		23,144		82,711		71,260
Membership subscription revenue	5,562		6,023		16,891		16,834
Advertising and other revenue	200		107		765		345
Total International	31,786		29,274		100,367		88,439
Total revenue	$	296,719	$	351,231	$	917,243	$	1,058,315

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Revenue:
United States	$	264,931	$	321,957	$	816,621	$	969,876
All other countries	31,788		29,274		100,622		88,439
Total	$	296,719	$	351,231	$	917,243	$	1,058,315


	September 30, 2024		December 31, 2023
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
United States	$	111,532	$	145,710
All other countries	7,484		9,788
Total	$	119,016	$	155,498

The following tables present operating income (loss) and Adjusted EBITDA by reportable segment:

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(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Operating income (loss):
Ads and Leads	$	21,107	$	8,115	$	65,734	$	26,386
Services	(324)		(3,887)		(12,313)		(21,514)

Corporate	(15,714)		(14,854)		(46,022)		(46,361)
International	2,748		2,764		12,321		7,365
Total	$	7,817	$	(7,862)	$	19,720	$	(34,124)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In thousands)
Adjusted EBITDA(a):
Ads and Leads	$	42,248	$	32,198	$	132,446	$	100,204
Services	3,883		3,534		5,868		3,066

Corporate	(14,388)		(11,933)		(40,213)		(37,396)
International	3,666		4,046		15,453		11,237
Total	$	35,409	$	27,845	$	113,554	$	77,111

(a) The Company’s primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating income (loss) excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable.

We consider operating income (loss) to be the financial measure calculated and presented in accordance with GAAP that is most directly comparable to our segment reporting performance measure, Adjusted EBITDA. The following tables reconcile operating income (loss) for the Company’s reportable segments and net earnings (loss) attributable to Angi Inc. shareholders to Adjusted EBITDA:


	Three Months Ended September 30, 2024
	Operating Income (Loss)		Stock-Based Compensation Expense		Depreciation		Adjusted EBITDA(a)
	(In thousands)
Ads and Leads	$	21,107	$	7,823	$	13,318	$	42,248
Services	(324)		730		3,477		3,883
Corporate	(15,714)		1,326		—		(14,388)
International	2,748		145		773		3,666
Total	7,817		$	10,024	$	17,568	$	35,409
Interest expense	(5,045)
Other income, net	5,979
Earnings before income taxes	8,751
Income tax benefit	26,612


Net earnings	35,363
Net earnings attributable to noncontrolling interests	(202)
Net earnings attributable to Angi Inc. shareholders	$	35,161

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(Unaudited)


	Three Months Ended September 30, 2023
	Operating Income (Loss)		Stock-Based Compensation Expense		Depreciation		Amortization of Intangibles		Adjusted EBITDA(a)
	(In thousands)
Ads and Leads	$	8,115	$	6,082	$	15,368	$	2,633	$	32,198
Services	(3,887)		1,096		6,325		—		3,534
Corporate	(14,854)		2,921		—		—		(11,933)
International	2,764		482		800		—		4,046
Total	(7,862)		$	10,581	$	22,493	$	2,633	$	27,845
Interest expense	(5,037)
Other income, net	3,890
Loss from continuing operations before income taxes	(9,009)
Income tax benefit	6,057
Net loss from continuing operations	(2,952)
Loss from discontinued operations, net of tax	(2,335)
Net loss	(5,287)
Net earnings attributable to noncontrolling interests	(69)
Net loss attributable to Angi Inc. shareholders	$	(5,356)


	Nine Months Ended September 30, 2024
	Operating Income (Loss)		Stock-Based Compensation Expense		Depreciation		Adjusted EBITDA(a)
	(In thousands)
Ads and Leads	$	65,734	$	18,284	$	48,428	$	132,446
Services	(12,313)		3,199		14,982		5,868
Corporate	(46,022)		5,809		—		(40,213)
International	12,321		801		2,331		15,453
Total	19,720		$	28,093	$	65,741	$	113,554
Interest expense	(15,124)
Other income, net	15,033
Earnings before income taxes	19,629
Income tax benefit	18,505
Net earnings	38,134
Net earnings attributable to noncontrolling interests	(844)
Net earnings attributable to Angi Inc. shareholders	$	37,290

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(Unaudited)


	Nine Months Ended September 30, 2023
	Operating Income (Loss)		Stock-Based Compensation Expense		Depreciation		Amortization of Intangibles		Adjusted EBITDA(a)
	(In thousands)
Ads and Leads	$	26,386	$	16,880	$	48,980	$	7,958	$	100,204
Services	(21,514)		6,497		18,083		—		3,066
Corporate	(46,361)		8,965		—		—		(37,396)
International	7,365		1,248		2,624		—		11,237
Total	(34,124)		$	33,590	$	69,687	$	7,958	$	77,111
Interest expense	(15,100)
Other income, net	12,881
Loss from continuing operations before income taxes	(36,343)
Income tax benefit	3,813
Net loss from continuing operations	(32,530)
Loss from discontinued operations, net of tax	(2,236)
Net loss	(34,766)
Net earnings attributable to noncontrolling interests	(614)
Net loss attributable to Angi Inc. shareholders	$	(35,380)

NOTE 6—INCOME TAXES

The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, the income tax benefit and/or provision has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the statement of cash flows. The tax sharing agreement between the Company and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to the Company, entitlement to refunds, allocation of tax attributes and other matters and, therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision or benefit computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital in the statement of shareholders’ equity and financing activities within the statement of cash flows.

At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the Company’s tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision or benefit in the quarter in which the change occurs.

For the three and nine months ended September 30, 2024, the Company recorded an income tax benefit of $26.6 million and $18.5 million, respectively. Following the purchase of the remaining noncontrolling interests of a foreign subsidiary, we

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(Unaudited)

reorganized related business operations, which resulted in the release of a valuation allowance for foreign net operating losses in the amount of $31.1 million as a discrete item in the third quarter because we are now forecasting the utilization of these net operating losses within the foreseeable future.

For the three and nine months ended September 30, 2024, the Company recorded an income tax benefit, despite pre-tax income, due primarily to the valuation allowance release mentioned above and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards. For the three and nine months ended September 30, 2023, the Company recorded an income tax benefit of $6.1 million and $3.8 million, respectively, which represents an effective income tax rate of 67% and 10%, respectively. For the three months ended September 30, 2023, the effective income tax rate is higher than the statutory rate of 21% due primarily to benefits related to a change in the annual expected effective income tax rate, and a reconciliation of income tax provision accruals to tax returns and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards. For the nine months ended September 30, 2023, the effective income tax rate is lower than the statutory rate of 21% due primarily to the impact of stock-based awards, partially offset by research credits.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest are not material and there are currently no accruals for penalties.

The Company’s income taxes are routinely under audit by federal, state, local and foreign authorities 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 Company is not currently under audit by the Internal Revenue Service. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014. Income taxes payable include unrecognized tax benefits that are considered sufficient to pay assessments that may result from the examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on 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.

At September 30, 2024 and December 31, 2023, the Company has unrecognized tax benefits, including interest, of $9.2 million and $8.1 million, respectively; all of which are for tax positions included in IAC’s consolidated tax return filings. If unrecognized tax benefits at September 30, 2024 are subsequently recognized, the income tax provision would be reduced by $8.7 million. The comparable amount as of December 31, 2023 is $7.6 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.2 million by September 30, 2025 due to settlements; all of which would reduce the income tax provision.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At September 30, 2024, the Company has a U.S. gross deferred tax asset of $202.6 million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $22.6 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $180.0 million will be utilized based on forecasts of future taxable income. The Company’s most significant net deferred tax asset that could expire relates to U.S. federal net operating loss (“NOL”) carryforwards of $97.7 million. The Company expects to generate sufficient future taxable income of at least $465.1 million prior to the expiration of these NOLs, the majority of which expire between 2033 and 2037, to fully realize this deferred tax asset.

NOTE 7—EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders:

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(Unaudited)


	Three Months Ended September 30,
	2024				2023
	Basic		Diluted		Basic		Diluted
	(In thousands, except per share data)
Numerator:
Net earnings (loss) from continuing operations	$	35,363	$	35,363	$	(2,952)	$	(2,952)
Net earnings attributable to noncontrolling interests of continuing operations	(202)		(202)		(69)		(69)
Net earnings (loss) from continuing operations attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	35,161	$	35,161	$	(3,021)	$	(3,021)

Loss from discontinued operations, net of tax	—		—		(2,335)		(2,335)

Net earnings (loss) from continuing operations attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	35,161	$	35,161	$	(5,356)	$	(5,356)

Denominator:
Weighted average basic Class A and Class B common stock shares outstanding	498,477		498,477		506,332		506,332
Dilutive securities (a) (b)	—		6,837		—		—
Denominator for earnings (loss) per share—weighted average shares	498,477		505,314		506,332		506,332

Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders:
Earnings (loss) per share from continuing operations	$	0.07	$	0.07	$	(0.01)	$	(0.01)
Loss per share from discontinued operations, net of tax	—		—		(0.00)		(0.00)
Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	0.07	$	0.07	$	(0.01)	$	(0.01)

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(Unaudited)


	Nine Months Ended September 30,
	2024				2023
	Basic		Diluted		Basic		Diluted
	(In thousands, except per share data)
Numerator:
Net earnings (loss) from continuing operations	$	38,134	$	38,134	$	(32,530)	$	(32,530)
Net earnings attributable to noncontrolling interests of continuing operations	(844)		(844)		(614)		(614)
Net earnings (loss) attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	37,290	$	37,290	$	(33,144)	$	(33,144)

Loss from discontinued operations, net of tax	—		—		(2,236)		(2,236)

Net earnings (loss) attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	37,290	$	37,290	$	(35,380)	$	(35,380)

Denominator:
Weighted average basic Class A and Class B common stock shares outstanding	500,889		500,889		505,822		505,822
Dilutive securities (a) (b)	—		6,139		—		—
Denominator for earnings (loss) per share—weighted average shares	500,889		507,028		505,822		505,822

Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders:
Earnings (loss) per share from continuing operations	$	0.07	$	0.07	$	(0.07)	$	(0.07)
Loss per share from discontinued operations, net of tax	—		—		(0.00)		(0.00)
Earnings (loss) per share attributable to Angi Inc. Class A and Class B Common Stock shareholders	$	0.07	$	0.07	$	(0.07)	$	(0.07)

________________________

(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the three and nine months ended September 30, 2024 and 2023, 12.5 million and 27.4 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(b) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the three and nine months ended September 30, 2024 and 2023, 3.1 million and 0.6 million underlying market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met.

NOTE 8—FINANCIAL STATEMENT DETAILS

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:

Table of Contents

ANGI INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	September 30, 2024		December 31, 2023		September 30, 2023		December 31, 2022
	(In thousands)
Cash and cash equivalents	$	395,230	$	364,044	$	366,825	$	321,155
Restricted cash included in other current assets	80		—		—		107
Restricted cash included in other non-current assets	258		257		371		371
Restricted cash included in other non-current assets of discontinued operations	—		—		—		503
Total cash and cash equivalents, and restricted cash as shown on the statement of cash flows	$	395,568	$	364,301	$	367,196	$	322,136

Restricted cash included in “Other current assets” in the balance sheet at September 30, 2024 consists of residual cash held related to to the purchase of the remaining noncontrolling interests of a foreign subsidiary in the third quarter of 2024. See “Note 1 —T he Company and Summary of Significant Accounting P ol icies” for additional information. Restricted cash included in “Other current assets” in the balance sheet at December 31, 2022 primarily consisted of cash reserved to fund insurance claims.

Restricted cash included in “Other non-current assets” in the balance sheets for all periods presented above except September 30, 2023 primarily consisted of deposits related to leases.

Restricted cash included in “Other non-current assets” in the balance sheet at September 30, 2023 primarily consisted of cash reserved to fund consumer claims.

Credit Losses

The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2024 and 2023:


	2024		2023
	(In thousands)
Balance at January 1	$	24,684	$	38,846
Current period provision for credit losses	43,694		64,790
Write-offs charged against the allowance for credit loss	(52,767)		(75,640)

Recoveries collected	3,544		3,986
Other	41		11
Balance at September 30	$	19,196	$	31,993

Accumulated Depreciation and Amortization

The following table provides the accumulated depreciation and amortization within the balance sheet:


Asset Category	September 30, 2024		December 31, 2023
	(In thousands)

Capitalized software, leasehold improvements, and equipment	$	253,408	$	215,357
Intangible assets	$	89,559	$	89,229

Table of Contents

ANGI INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other income, net


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Interest income	$	5,094	$	4,870	$	14,889	$	12,441




Other	885		(980)		144		440
Other income, net	$	5,979	$	3,890	$	15,033	$	12,881

NOTE 9—CONTINGENCIES

In the ordinary course of business, the Company is subject to various lawsuits and other contingent matters. The Company establishes accruals for specific legal and other matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal and other matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, and for which the Company cannot estimate a loss or range of loss, 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 unrecognized tax benefits and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 6—Income Taxes” for information related to unrecognized tax benefits.

NOTE 10—RELATED PARTY TRANSACTIONS WITH IAC

Allocation of CEO Compensation and Certain Expenses

Joseph Levin, CEO of IAC and Chairman of Angi, was CEO of Angi from October 10, 2022 through April 8, 2024. As a result, IAC allocated $2.4 million for the nine months ended September 30, 2024 and $2.6 million and $7.2 million, for the three and nine months ended September 30, 2023, respectively, in costs to Angi (including salary, benefits, stock-based compensation and costs related to the CEO’s office). These costs were allocated from IAC based upon time spent on Angi by Mr. Levin. Management considers the allocation method to be reasonable. The allocated costs also include costs directly attributable to the Company that were initially paid for by IAC and billed by IAC to the Company.

On April 8, 2024, Jeffrey W. Kip, President of Angi Inc., was appointed to succeed Joseph Levin as CEO of Angi Inc. Mr. Levin remains Chairman of the Angi Inc. board of directors.

The Combination and Related Agreements

The Company and IAC, in connection with the transaction resulting in the formation of Angi Inc. in 2017, which is referred to as the “Combination,” entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement, which collectively govern the relationship between IAC and Angi Inc.

The Company was charged by IAC $0.8 million and $3.0 million, for the three and nine months ended September 30, 2024, respectively, and $1.8 million and $4.8 million for the three and nine months ended September 30, 2023, respectively, by IAC for services rendered pursuant to the services agreement. There were no outstanding payables pursuant to the services agreement at September 30, 2024 and December 31, 2023.

At September 30, 2024 and December 31, 2023, the Company had outstanding payables of $1.3 million and $2.1 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities” in the balance sheet. There were $2.3 million of payments to IAC pursuant to this agreement during the nine months ended September 30, 2024. There were no payments to or refunds from IAC pursuant to this agreement during the three and nine months ended September 30, 2023.

Table of Contents

ANGI INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other Arrangements

Additionally, the Company subleases office space to IAC and pursuant to a lease agreement charged rent of $0.1 million for both the three and nine months ended September 30, 2024 and less than $0.1 million and $0.6 million for the three and nine months ended September 30, 2023, respectively. IAC subleases office space to the Company and pursuant to a lease agreement charged rent of $0.3 million and $1.0 million for the three and nine months ended September 30, 2024, respectively, and $0.4 million and $1.0 million for the three and nine months ended September 30, 2023, respectively. At September 30, 2024 and December 31, 2023, there were no outstanding receivables due from or outstanding payables due to IAC pursuant to the sublease agreements.

The Company incurred advertising expense of $1.1 million for the nine months ended September 30, 2024 and $1.5 million and $5.1 million for the three and nine months ended September 30, 2023, respectively, related to advertising and audience targeted advertising purchased from another IAC owned business. At September 30, 2024, there were no related payables outstanding. At December 31, 2023, there were related outstanding payables of $2.2 million included in “Accrued expenses and other current liabilities” in the balance sheet.

NOTE 11—DISCONTINUED OPERATIONS

On November 1, 2023, Angi Inc. completed the sale of 100% of its wholly-owned subsidiary, THR, and has reflected it as a discontinued operation in its financial statements. The financial information for prior periods has been recast to conform to this presentation.

The components of the loss from discontinued operations for the three and nine months ended September 30, 2023, in the statement of operations consisted of the following:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
	(In thousands)
Revenue	$	21,400	$	84,254
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	15,074		57,132
Selling and marketing expense	4,695		16,293
General and administrative expense	3,774		13,443

Depreciation	103		523


Total operating costs and expenses	23,646		87,391
Operating loss from discontinued operations	(2,246)		(3,137)
Interest income	1		9

Loss from discontinued operations before tax	(2,245)		(3,128)
Income tax (provision) benefit	(90)		892
Loss from discontinued operations, net of tax	$	(2,335)	$	(2,236)

During the period in which Angi owned THR, the Ads & Leads segment provided services to the Roofing segment totaling $0.8 million and $3.3 million for the three and nine months ended September 30, 2023, respectively.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Management Overview

Angi Inc. (“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. There were approximately 178,000 Transacting Professionals (as defined below) during the three months ended September 30, 2024. Additionally, consumers turned to at least one of our businesses to find a professional for approximately 18 million projects during the twelve months ended September 30, 2024.

Ads and Leads provides professionals the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated professionals nationwide for home repair, maintenance and improvement projects. Services consumers can request household services directly through the Angi platform, and such requests are fulfilled by independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. Matching service, the booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.

For a more detailed description of the Company’s operating businesses, see “Description of Our Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Total Home Roofing, LLC Sale

On November 1, 2023, Angi completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its Roofing segment), which is reflected as a discontinued operation in its financial statements. Prior period financial information has been recast to conform to this presentation. For additional details, see “Note 11—Discontinued Operations” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”

Defined Terms and Operating Metrics:

Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report, which include the principal operating metrics we use in managing our business, are defined below:

•Ads and Leads Revenue primarily comprises domestic revenue from consumer connection revenue for consumer matches, revenue from professionals under contract for advertising and membership subscription revenue from professionals and consumers.

•Services Revenue primarily comprises domestic revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a professional to perform the service.

•International Revenue primarily comprises revenue generated within the International segment (consisting of businesses in Europe and Canada), including consumer connection revenue for consumer matches and membership subscription revenue from professionals and consumers.

•Corporate primarily comprises costs for corporate initiatives, shared costs (such as executive and public company costs) and other expenses not allocated to the operating segments.

•Service Requests are (i) fully completed and submitted domestic service requests for connections with Ads and Leads professionals, (ii) contacts to Ads and Leads professionals generated via the professional directory from unique users in unique categories (such that multiple contacts from the same user in the same category in the same day are counted as one Service Request) and (iii) requests to book Services jobs in the period.

•Monetized Transactions are (i) Service Requests that are matched to a paying Ads and Leads professional in the period and (ii) completed and in-process Services jobs in the period; a single Service Request can result in multiple monetized transactions.


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	(d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2)
July 2024	1,606,525	$	2.15	1,606,525	838,541
August 2024	1,137,913	$	2.41	1,137,913	24,700,628
September 2024	492,239	$	2.54	492,239	24,208,389
Total	3,236,677	$	2.30	3,236,677	24,208,389



Signature	Title	Date

/s/ ANDREW RUSSAKOFF	Chief Financial Officer	November 12, 2024
Andrew Russakoff

Date	Price Target	Rating	Analyst
11/13/2024	$3.25 → $2.50	Buy → Neutral	Goldman
11/13/2024	$3.25 → $2.00	Buy → Neutral	Citigroup
7/9/2024	$3.25	Mkt Outperform	JMP Securities
2/15/2023	$2.00 → $2.75	Sell → Neutral	UBS
12/13/2022	$2.60	Buy	Citigroup
12/2/2022	$2.00	Sell	UBS
2/17/2022	$16.00 → $13.00	Outperform	Credit Suisse
2/17/2022	$12.00 → $8.00	Neutral	Piper Sandler

SEC Form 10-Q filed by Angi Inc.

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