BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2017

The table below summarizes the purchase price:



	Angie's List
	(In thousands)
Class A common stock	$	763,684
Cash consideration for holders who elected to receive $8.50 in cash per share of Angie's List common stock	1,913
Fair value of vested and pro rata portion of unvested stock options attributable to pre-combination services	11,749
Fair value of the pro rata portion of unvested restricted stock units attributable to pre-combination services	4,038
Total purchase price	$	781,384

A summary of the costs incurred, payments made and the related accrual at December 31, 2017 is presented below.



	Year Ended December 31, 2017
	(In thousands)
Transaction and integration related costs	$	44,101
Stock-based compensation expense	122,066
Total	$	166,167



	December 31, 2017
	(In thousands)
Charges incurred	$	44,101
Payments made	(35,621		)
Accrual as of December 31	$	8,480

The costs are allocated as follows in the accompanying consolidated and combined statement of operations:



	Year Ended December 31, 2017
	Transaction and Integration Related Costs		Stock-based Compensation Expense		Total
	(In thousands)
Cost of revenue	$	—	$	—	$	—
Selling and marketing expense	7,430		24,416		31,846
General and administrative expense	36,120		83,420		119,540
Product development expense	551		14,230		14,781
Total	$	44,101	$	122,066	$	166,167

Schedule of Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed

The table below summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:



	HomeStars
	(In thousands)
Cash and cash equivalents	$	181
Other current assets	165
Goodwill	9,841
Intangible assets	6,414
Total assets	16,601
Current liabilities	(649		)
Other long-term liabilities	(1,873		)
Net assets acquired	$	14,079

The table below summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:



	MyBuilder
	(In thousands)
Cash and cash equivalents	$	6,004
Other current assets	344
Goodwill	37,072
Intangible assets	15,239
Total assets	58,659
Current liabilities	(2,065		)
Other long-term liabilities	(2,595		)
Net assets acquired	$	53,999

The table below summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:



	MyHammer
	(In thousands)
Cash and cash equivalents	$	4,041
Other current assets	790
Goodwill	22,277
Intangible assets	8,107
Total assets	35,215
Current liabilities	(2,642		)
Other long-term liabilities	(2,447		)
Net assets acquired	$	30,126

The table below summarizes the fair values of the assets acquired and liabilities assumed at the date of combination:



	Angie's List
	(In thousands)
Cash and cash equivalents	$	44,270
Other current assets	11,280
Property and equipment	16,341
Goodwill	545,204
Intangible assets	317,300
Total assets	934,395
Deferred revenue	(32,595		)
Other current liabilities	(46,150		)
Long-term debt - related party	(61,498		)
Deferred income taxes	(11,363		)
Other long-term liabilities	(1,405		)
Net assets acquired	$	781,384

Schedule of Preliminary Estimated Fair Value of Intangible Assets Acquired

The fair values of the identifiable intangible assets acquired at the date of acquisition are as follows:



	HomeStars
	(In thousands)		Weighted-average useful life (years)
Indefinite-lived trade name	$	2,358	Indefinite
Contractor relationships	2,435		2
Developed technology	1,522		2
User base	99		1
Total identifiable intangible assets acquired	$	6,414

The fair values of the identifiable intangible assets acquired at the date of acquisition are as follows:



	MyHammer
	(In thousands)		Weighted-average useful life (years)
Indefinite-lived trade name	$	4,553	Indefinite
Contractor relationships	1,444		4
Developed technology	1,222		3
User base	888		1
Total identifiable intangible assets acquired	$	8,107

The fair values of the identifiable intangible assets acquired at the date of combination are as follows:



	Angie's List
	(In thousands)		Weighted-average useful life (years)
Indefinite-lived trade name and trademarks	$	137,000	Indefinite
Service professionals	90,500		3
Developed technology	63,900		6
Memberships	15,900		3
User base	10,000		1
Total identifiable intangible assets acquired	$	317,300

The fair values of the identifiable intangible assets acquired at the date of acquisition are as follows:



	MyBuilder
	(In thousands)		Weighted-average useful life (years)
Indefinite-lived trade name	$	7,994	Indefinite
Contractor relationships	4,122		2
Developed technology	1,499		2
User base	1,624		1
Total identifiable intangible assets acquired	$	15,239

Schedule of 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 year ended December 31, 2017, pro forma adjustments include (i) reductions in stock-based compensation expense of $96.9 million and transaction related costs of $35.2 million 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 $31.2 million. The stock-based compensation expense is primarily related to the modification of previously issued HomeAdvisor vested equity awards, which were converted into ANGI Homeservices' equity awards, and the acceleration of previously issued Angie's List equity awards held by employees terminated in connection with the Combination. The transaction related costs include severance and retention costs of $19.8 million related to the Combination. For the year ended December 31, 2016, pro forma adjustments include a reduction in revenue of $35.0 million due to the write-offs of deferred revenue at the assumed date of acquisition as well as increases in stock-based compensation expense of $81.7 million and amortization of intangibles of $64.0 million.



	Years Ended December 31,
	2017			2016
	(In thousands, except per share data)
Revenue	$	962,597		$	809,999
Net loss attributable to ANGI Homeservices Inc. shareholders	$	(36,459	)	$	(86,557	)
Basic and diluted loss per share attributable to ANGI Homeservices Inc. shareholders	$	(0.08	)	$	(0.21	)