Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 18, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Angie's List, Inc. | |
Entity Central Index Key | 1,491,778 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 58,634,118 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 35,352,000 | $ 32,599,000 |
Short-term investments | 23,718,000 | 23,976,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,894 and $1,658 at March 31, 2016 and December 31, 2015, respectively | 16,212,000 | 17,019,000 |
Prepaid expenses and other current assets | 22,106,000 | 19,026,000 |
Total current assets | 97,388,000 | 92,620,000 |
Property, equipment and software, net | 81,970,000 | 77,635,000 |
Goodwill | 1,145,000 | 1,145,000 |
Amortizable intangible assets, net | 1,857,000 | 2,011,000 |
Total assets | 182,360,000 | 173,411,000 |
Liabilities and stockholders’ deficit | ||
Accounts payable | 9,556,000 | 10,525,000 |
Accrued liabilities | 34,926,000 | 20,287,000 |
Less current maturities | 2,250,000 | 1,500,000 |
Total current liabilities | 125,177,000 | 113,944,000 |
Long-term debt, net | 55,542,000 | 56,134,000 |
Other liabilities, noncurrent | 1,218,000 | 1,332,000 |
Total liabilities | 185,843,000 | 175,792,000 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,192,376 and 67,162,990 shares issued and 58,633,664 and 58,604,278 shares outstanding at March 31, 2016 and December 31, 2015, respectively | 67,000 | 67,000 |
Additional paid-in-capital | 278,347,000 | 275,445,000 |
Treasury stock, at cost: 8,558,712 shares of common stock at March 31, 2016 and December 31, 2015 | (23,719,000) | (23,719,000) |
Accumulated deficit | (258,178,000) | (254,174,000) |
Total stockholders’ deficit | (3,483,000) | (2,381,000) |
Total liabilities and stockholders’ deficit | 182,360,000 | 173,411,000 |
Deferred membership revenue [Member] | ||
Liabilities and stockholders’ deficit | ||
Deferred revenue, current | 29,965,000 | 32,702,000 |
Deferred revenue, noncurrent | 3,424,000 | 3,742,000 |
Deferred advertising revenue [Member] | ||
Liabilities and stockholders’ deficit | ||
Deferred revenue, current | 48,480,000 | 48,930,000 |
Deferred revenue, noncurrent | $ 482,000 | $ 640,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,894 | $ 1,658 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 67,192,376 | 67,162,990 |
Common stock, shares outstanding | 58,633,664 | 58,604,278 |
Treasury stock, at cost, shares of common stock | 8,558,712 | 8,558,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Membership | $ 16,334 | $ 17,339 |
Service provider | 67,522 | 66,204 |
Total revenue | 83,856 | 83,543 |
Operating expenses | ||
Operations and support | 12,209 | 13,998 |
Selling | 27,832 | 28,292 |
Marketing | 19,115 | 18,829 |
Product and technology | 10,034 | 8,416 |
General and administrative | 18,047 | 8,726 |
Operating income (loss) | (3,381) | 5,282 |
Interest expense, net | 616 | 912 |
Income (loss) before income taxes | (3,997) | 4,370 |
Income tax expense | 7 | 10 |
Net income (loss) | $ (4,004) | $ 4,360 |
Net loss per common share—basic and diluted (in Dollars per share) | $ (0.07) | $ 0.07 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income (loss) | $ (4,004) | $ 4,360 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,675 | 1,590 |
Amortization of debt discount, deferred financing fees and bond premium | 167 | 171 |
Non-cash stock-based compensation | 3,027 | 2,256 |
Gain (Loss) on Disposition of Assets | 153 | 0 |
Changes in certain assets: | ||
Accounts receivable | 807 | (700) |
Prepaid expenses and other current assets | (3,080) | (4,117) |
Changes in certain liabilities: | ||
Accounts payable | (490) | 6,075 |
Accrued liabilities | 14,609 | 10,732 |
Net cash provided by operating activities | 9,201 | 21,246 |
Investing activities | ||
Purchases of investments | (4,071) | (3,120) |
Sales of investments | 4,320 | 2,835 |
Property, equipment and software | (904) | (1,116) |
Capitalized website and software development costs | (5,489) | (6,754) |
Intangible assets | (122) | (93) |
Net cash (used in) investing activities | (6,266) | (8,248) |
Financing activities | ||
Proceeds from exercise of stock options | 2 | 0 |
Taxes paid on behalf of employees related to net share settlement | 127 | 0 |
Payments on capital lease obligation | (57) | (54) |
Net cash (used in) financing activities | (182) | (54) |
Net increase in cash and cash equivalents | 2,753 | 12,944 |
Cash and cash equivalents, beginning of period | 32,599 | 39,991 |
Cash and cash equivalents, end of period | 35,352 | 52,935 |
Supplemental cash flow disclosures | ||
Capital expenditures incurred but not yet paid | 1,010 | 2,080 |
Deferred advertising revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | (608) | 2,991 |
Deferred membership revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | $ (3,055) | $ (2,112) |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”, “we”, “us” or “our”) operates a national local services consumer review service and marketplace where consumers can research, shop for and purchase local services for critical needs, such as home, health and automotive services, as well as rate and review the providers of these services. Ratings and reviews, which are available only to the Company's members, assist members in identifying and hiring a highly-rated provider for their local service needs. The Company's services are provided in markets located across the continental United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods presented. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. Reclassification of Prior Year Presentation Certain prior year amounts were reclassified for consistency with the current period presentation, including the marketing compensation and personnel-related costs and general marketing operating expenditures that were moved from general and administrative expense and selling expense to marketing expense within the consolidated statements of operations. These reclassifications did not materially impact the consolidated financial statements. Significant Accounting Policies As of January 1, 2016, the Company adopted the Financial Accounting Standards Board (the “FASB”) Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, including $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. There were no other material changes to the Company's significant accounting policies from those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company's assessment during the three month period ended March 31, 2016 . Contractual Obligations The Company's contractual obligations primarily consist of long-term noncancellable operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. There have been no significant changes in the Company's contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Total combined future minimum payment obligations under long-term noncancellable operating leases amounted to approximately $8,613 as of March 31, 2016 , and the Company had $57,792 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of the same date. Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe that the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 is effective for the Company in fiscal year 2016. The Company adopted ASU 2015-05 as of January 1, 2016 on a prospective basis, noting no material impact to the consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). This update sets forth a requirement for management to evaluate whether there are conditions and events that raise substantial doubt about an entity's ability to continue as a going concern, a responsibility that did not previously exist in U.S. GAAP. The amendments included in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the Company in fiscal year 2016. The Company adopted ASU 2014-15 as of January 1, 2016, noting no material impact to the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB's new revenue standard related to identifying performance obligations and licensing implementation. The Company is currently evaluating the future impact and method of adoption of these updates with respect to the consolidated financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Income (Loss) Per Common Share Basic and diluted net income (loss) per common share is computed by dividing consolidated net income (loss) by the weighted-average number of common shares outstanding for the period. Basic and diluted net income (loss) per common share was $(0.07) and $0.07 for the three months ended March 31, 2016 and 2015 , respectively. The following potentially dilutive equity awards are not included in the diluted net income (loss) per common share calculation as they would have an antidilutive effect for the periods presented: March 31, March 31, Stock options 7,394,111 7,053,887 Restricted stock units 1,290,502 416,155 Performance awards of restricted stock units 232,208 — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Whenever possible, quoted prices in active markets are used to determine the fair value of the Company's financial instruments. The Company's financial instruments are not held for trading or other speculative purposes. The estimated fair value of financial instruments was determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may materially impact the estimated fair value amounts. Fair Value Hierarchy Fair value is based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , the Company categorized the financial assets and liabilities that are adjusted to fair value based on the priority of the inputs to the valuation technique, following the three-level fair value hierarchy prescribed by ASC 820, as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs that are used when little or no market data is available. Valuation Techniques The Company’s money market fund investments, the maturities for which are less than 90 days, are classified as cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations using quoted market prices. Short-term investments consist of certificates of deposit, corporate bonds and U.S. Treasury securities with maturities of more than 90 days but less than one year. As many fixed income securities do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data and industry and economic events. The Company’s fixed income certificates of deposit, U.S. Treasury securities and corporate bond investments with fixed maturities are valued using recent trades or pricing models and are therefore classified within Level 2 of the fair value hierarchy. Recurring Fair Value Measurements There were no movements between fair value measurement levels for the Company’s cash equivalents and investments to date during 2016 or in 2015 , and there were no material unrealized gains or losses as of March 31, 2016 or December 31, 2015 . The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of March 31, 2016 and December 31, 2015 : Fair Value Measurement at March 31, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 1,264 $ 1,264 $ — $ — Investments: Certificates of deposit 16,910 — 16,911 — U.S. Treasury securities 5,802 — 5,806 — Corporate bonds 1,006 — 1,006 — Total assets $ 24,982 $ 1,264 $ 23,723 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 970 $ 970 $ — $ — Investments: Certificates of deposit 19,310 — 19,292 — U.S. Treasury securities 3,652 — 3,649 — Corporate bonds 1,014 — 1,013 — Total assets $ 24,946 $ 970 $ 23,954 $ — The Company reviews its investment portfolio for other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may be impaired, considering such factors as the duration, severity and reason for the decline in value as well as the potential recovery period. During the three months ended March 31, 2016 and 2015 , the Company did not recognize any other-than-temporary impairment losses. The carrying amount of the term loan approximates fair value, using Level 2 inputs, as this borrowing bears interest at a variable (market) rate at March 31, 2016 and December 31, 2015 . Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events, including those described in Note 6, “Goodwill and Amortizable Intangible Assets,” that are adjusted to fair value in certain circumstances when the carrying values are more than the fair values. The categorization of the framework used to price the assets in the event of an impairment is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition using Level 2 and Level 3 inputs. The carrying amounts of accounts receivable and accounts payable reported in the condensed consolidated balance sheets approximate fair value. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Prepaid and deferred commissions $ 8,268 $ 8,573 Other prepaid expenses and current assets 13,838 10,453 Total prepaid expenses and other current assets $ 22,106 $ 19,026 |
Property, Equipment and Softwar
Property, Equipment and Software | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Furniture and equipment $ 14,533 $ 14,179 Land 3,448 3,392 Buildings and improvements 19,217 19,035 Software 5,665 5,814 Capitalized website and software development costs 53,115 47,877 Total property, equipment and software 95,978 90,297 Less accumulated depreciation (14,008 ) (12,662 ) Total property, equipment and software, net $ 81,970 $ 77,635 |
Goodwill and Amortizable Intang
Goodwill and Amortizable Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Amortizable Intangible Assets | Goodwill and Amortizable Intangible Assets The Company has goodwill as well as certain amortizable intangible assets consisting of data acquisition costs, a member list, content, core technology and other intangible assets related to the purchase of a website domain name. Amortization of the intangible assets is computed using the straight-line method over the estimated lives of the assets, which are six years for the member list and three years for the content, core technology, data acquisition costs and other intangible assets. Amortizable intangible assets as of March 31, 2016 and December 31, 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) March 31, 2016 Member list $ 1,670 $ 742 $ 928 3.3 Content 140 124 16 0.3 Core technology 110 98 12 0.3 Data acquisition costs 1,824 1,015 809 1.5 Other intangible assets 300 208 92 0.9 Total amortizable intangible assets $ 4,044 $ 2,187 $ 1,857 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) December 31, 2015 Member list $ 1,670 $ 673 $ 997 3.6 Content 140 113 27 0.6 Core technology 110 88 22 0.6 Data acquisition costs 1,920 1,072 848 1.5 Other intangible assets 300 183 117 1.2 Total amortizable intangible assets $ 4,140 $ 2,129 $ 2,011 The Company’s recorded goodwill balance as of both March 31, 2016 and December 31, 2015 was $1,145 . |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Accrued sales commissions $ 1,600 $ 1,461 Sales and use tax 4,409 4,307 Accrued compensation 10,372 6,826 Uninvoiced accounts payable 8,406 2,384 Contingent legal liability 3,500 — Other accrued liabilities 6,639 5,309 Total accrued liabilities $ 34,926 $ 20,287 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Long-term debt, net, was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,364 ) (1,462 ) Unamortized fees paid to lender (844 ) (904 ) Total debt, net 57,792 57,634 Less current maturities (2,250 ) (1,500 ) Total long-term debt, net $ 55,542 $ 56,134 On September 26, 2014, the Company entered into a financing agreement for a $60,000 term loan and a $25,000 delayed draw term loan. Amounts outstanding under the financing agreement bear interest at a per annum rate, at the option of the Company, equal to (i) the LIBOR rate for the interest period in effect, subject to a floor of 0.5% , plus 6.75% or (ii) the reference rate, which is based on the prime rate as published by the Wall Street Journal, subject to a floor of 3.25% , plus 5.75% . The financing agreement requires monthly interest payments on the first business day of each month until maturity on any principal amounts outstanding under either debt facility. The financing agreement obligates the Company to make quarterly principal payments on the term loan of $750 on the last day of each calendar quarter, commencing with the quarter ending September 30, 2016, and to repay the remaining balance of the term loan at maturity. The Company is required to make principal payments on the outstanding balance of the delayed draw term loan equal to 1.25% of the amount of such loan funded at or prior to the last day of each calendar quarter, commencing with the quarter ending September 30, 2016, and to repay the remaining outstanding balance of the delayed draw term loan at maturity. From the effective date of the financing agreement through September 26, 2017, the Company is also required to pay a commitment fee equal to 0.75% per annum of the unborrowed amounts of the delayed draw term loan. The Company may prepay the amounts outstanding under the financing agreement at any time and is required to prepay the loans with (i) the net proceeds of certain asset sales, issuances of debt or equity, and certain casualty events, and (ii) up to 50% of consolidated excess cash flow, as defined in the financing agreement, for each fiscal year during the term of the financing agreement, commencing with the year ended December 31, 2015. The Company’s obligations under the financing agreement are guaranteed by each of its subsidiaries and are secured by first priority security interests in all of their respective assets and a pledge of the equity interests of the Company’s subsidiaries. The term loan and the delayed draw term loan mature on September 26, 2019. As of March 31, 2016 , the Company had $57,792 in outstanding borrowings, net of unamortized deferred financing fees of $1,364 and unamortized fees paid to the lender of $844 , under the term loan and availability of $25,000 under the delayed draw term loan. The financing agreement contains various restrictive covenants, including restrictions on the Company's ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to stockholders or repurchase outstanding stock, enter into related-party transactions and make capital expenditures, other than upon satisfaction of the conditions set forth in the financing agreement. The Company is also required to comply with certain financial covenants, including minimum consolidated EBITDA as defined in the financing agreement, minimum liquidity, maximum consolidated capital expenditures and minimum membership revenue. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, defaults under other material indebtedness, or a change in control, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company was in compliance with all financial and non-financial covenants at March 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is regularly involved in litigation, both as a plaintiff and as a defendant, relating to its business and operations. The Company assesses the likelihood of any judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company’s reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of the matters listed below will not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can adversely impact the Company as a result of defense and settlement costs, diversion of management resources and other factors. Moore v. Angie's List, Inc., 2:15cv-01243-SD. On March 11, 2015, a lawsuit seeking class action status was filed against the Company in the U.S. District Court for the Eastern District of Pennsylvania. The lawsuit alleges claims for breaches of contract and the covenant of good faith and fair dealing, fraud and fraudulent inducement, unjust enrichment and violation of Pennsylvania’s Unfair Trade Practices and Consumer Protection Law premised on the allegations that the Company does not disclose that it accepts advertising payments from service providers or that the payments allegedly will impact the service provider letter grade ratings, the content and availability of reviews about the provider and the provider's place in search result rankings. The Company filed a motion to dismiss on May 13, 2015, which was granted in part on August 7, 2015. In particular, the plaintiff's claims for breach of the covenant of good faith and fair dealing and unjust enrichment were dismissed from the action. The parties proceeded to exchange extensive written and document discovery and have conducted depositions. Pursuant to the court’s recently amended scheduling order, the deadline to complete discovery passed on April 14, 2016 with summary judgment motions due by April 25, 2016. Certain other cases with similar allegations also were filed by some of the same plaintiffs’ counsel in federal court in California and New Jersey. The Company has not been served with the summons and complaint in the California matter, and no action is currently necessary as a result. Following mediation sessions held on April 4, 2016 and April 12, 2016, the parties executed a Memorandum of Understanding (“MOU”) on April 19, 2016 to settle the claims on a class-wide basis. Among other relief, the settlement provides for a cash payment of up to $2,350 to create a fund for the payment of cash to settlement class members and for the payment of attorneys’ fees and costs to plaintiffs’ counsel as approved by the court. Settlement class members will have the option of sharing in the cash fund or selecting a free period of membership of up to four months depending on the date and length of their membership with Angie’s List. The settlement also provides certain prospective relief in the form of enhanced explanations in the Company's Membership Agreement and in responses to Frequently Asked Questions concerning, among other things, the advertising revenue earned from service providers. In accordance with U.S. GAAP, the Company recorded a $3,500 contingent liability related to this matter, and this amount includes the cost of the cash fund described above as well as the payment of reasonable notice and administration costs, attorneys’ fees and an assumption of revenue the Company will forego as a result of certain class members selecting the option for a free period of membership. Pursuant to the MOU, the Company and plaintiffs’ counsel will seek to stay all remaining pending deadlines to allow the parties to confer in drafting a definitive settlement agreement and to facilitate the court-approval process. The California plaintiff also has agreed to contact the California court to seek a further stay of the action pending the anticipated approval proceedings in the Moore litigation. The New Jersey matter is separately addressed below. Glick v. Angie's List, Inc., 2:16-cv-00546 . On February 1, 2016, Gary Glick, an Angie's List member, filed a putative class action lawsuit in the United States District Court for the District of New Jersey. The plaintiff alleges that the Company deceives its consumers by representing that service providers “can't pay” or “don't pay” to be on Angie's List, while concealing that service providers pay advertising fees to influence their search result ranking, and further asserts other claims substantially similar to those alleged in the Moore litigation. The plaintiff's complaint includes claims for breach of contract and for a violation of the New Jersey Consumer Fraud Act. Glick served the summons and complaint on February 23, 2016, and the parties have filed a joint stipulation to extend the response deadline by 75 days as the outcome of the Moore litigation could moot further proceedings in the Glick action. The court approved the stipulation on March 9, 2016, setting the Company's response deadline for May 31, 2016. Pursuant to the Memorandum of Understanding to settle these actions, the plaintiff shall seek a further stay of the Glick action pending the anticipated approval proceedings in the Moore litigation. Williams v. Angie’s List, Inc. 1:16-cv-878; Crabtree v. Angie’s List, Inc. 1:16-cv-877. On April 20, 2016, a group of former sales representatives filed separate lawsuits in the United States District Court for the Southern District of Indiana. The lawsuits allege that we failed to pay (i) wages earned in a timely manner as required under Indiana Wage Payment Statutes and (ii) overtime wages in violation of the Fair Labor Standards Act (29 U.S.C. §§ 206-07) and is requesting payment of all damages, including unpaid wages, interest, attorneys’ fees and other charges. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to these matters, and accordingly, has not established any reserves for these matters. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods presented. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts were reclassified for consistency with the current period presentation, including the marketing compensation and personnel-related costs and general marketing operating expenditures that were moved from general and administrative expense and selling expense to marketing expense within the consolidated statements of operations. These reclassifications did not materially impact the consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe that the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 is effective for the Company in fiscal year 2016. The Company adopted ASU 2015-05 as of January 1, 2016 on a prospective basis, noting no material impact to the consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (“ASU 2014-15”). This update sets forth a requirement for management to evaluate whether there are conditions and events that raise substantial doubt about an entity's ability to continue as a going concern, a responsibility that did not previously exist in U.S. GAAP. The amendments included in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the Company in fiscal year 2016. The Company adopted ASU 2014-15 as of January 1, 2016, noting no material impact to the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB's new revenue standard related to identifying performance obligations and licensing implementation. The Company is currently evaluating the future impact and method of adoption of these updates with respect to the consolidated financial statements. Significant Accounting Policies As of January 1, 2016, the Company adopted the Financial Accounting Standards Board (the “FASB”) Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, including $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. There were no other material changes to the Company's significant accounting policies from those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . |
Income Taxes- Valuation Allowance | Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company's assessment during the three month period ended March 31, 2016 . |
Contractual Obligations | Contractual Obligations The Company's contractual obligations primarily consist of long-term noncancellable operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. There have been no significant changes in the Company's contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Total combined future minimum payment obligations under long-term noncancellable operating leases amounted to approximately $8,613 as of March 31, 2016 , and the Company had $57,792 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of the same date. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive equity awards are not included in the diluted net income (loss) per common share calculation as they would have an antidilutive effect for the periods presented: March 31, March 31, Stock options 7,394,111 7,053,887 Restricted stock units 1,290,502 416,155 Performance awards of restricted stock units 232,208 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of March 31, 2016 and December 31, 2015 : Fair Value Measurement at March 31, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 1,264 $ 1,264 $ — $ — Investments: Certificates of deposit 16,910 — 16,911 — U.S. Treasury securities 5,802 — 5,806 — Corporate bonds 1,006 — 1,006 — Total assets $ 24,982 $ 1,264 $ 23,723 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 970 $ 970 $ — $ — Investments: Certificates of deposit 19,310 — 19,292 — U.S. Treasury securities 3,652 — 3,649 — Corporate bonds 1,014 — 1,013 — Total assets $ 24,946 $ 970 $ 23,954 $ — |
Prepaid Expenses and Other Cu18
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Prepaid and deferred commissions $ 8,268 $ 8,573 Other prepaid expenses and current assets 13,838 10,453 Total prepaid expenses and other current assets $ 22,106 $ 19,026 |
Property, Equipment and Softw19
Property, Equipment and Software (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, equipment and software was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Furniture and equipment $ 14,533 $ 14,179 Land 3,448 3,392 Buildings and improvements 19,217 19,035 Software 5,665 5,814 Capitalized website and software development costs 53,115 47,877 Total property, equipment and software 95,978 90,297 Less accumulated depreciation (14,008 ) (12,662 ) Total property, equipment and software, net $ 81,970 $ 77,635 |
Goodwill and Amortizable Inta20
Goodwill and Amortizable Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Amortizable intangible assets as of March 31, 2016 and December 31, 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) March 31, 2016 Member list $ 1,670 $ 742 $ 928 3.3 Content 140 124 16 0.3 Core technology 110 98 12 0.3 Data acquisition costs 1,824 1,015 809 1.5 Other intangible assets 300 208 92 0.9 Total amortizable intangible assets $ 4,044 $ 2,187 $ 1,857 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) December 31, 2015 Member list $ 1,670 $ 673 $ 997 3.6 Content 140 113 27 0.6 Core technology 110 88 22 0.6 Data acquisition costs 1,920 1,072 848 1.5 Other intangible assets 300 183 117 1.2 Total amortizable intangible assets $ 4,140 $ 2,129 $ 2,011 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Accrued sales commissions $ 1,600 $ 1,461 Sales and use tax 4,409 4,307 Accrued compensation 10,372 6,826 Uninvoiced accounts payable 8,406 2,384 Contingent legal liability 3,500 — Other accrued liabilities 6,639 5,309 Total accrued liabilities $ 34,926 $ 20,287 |
Debt and Credit Arrangements De
Debt and Credit Arrangements Debt and Credit Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net, was comprised of the following as of March 31, 2016 and December 31, 2015 : March 31, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,364 ) (1,462 ) Unamortized fees paid to lender (844 ) (904 ) Total debt, net 57,792 57,634 Less current maturities (2,250 ) (1,500 ) Total long-term debt, net $ 55,542 $ 56,134 |
Description of Business, Basi23
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||
Debt Issuance Costs, Noncurrent, Net | $ 1,364,000 | $ 1,462,000 |
Number of operating segments | segment | 1 | |
Total combined future minimum payment obligations | $ 8,613,000 | |
Long-term debt, net | 55,542,000 | 56,134,000 |
Long-term Debt | 57,792,000 | 57,634,000 |
Term Loan [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Face amount of term loan | $ 60,000,000 | |
Accounting Standards Update 2015-03 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Debt Issuance Costs, Noncurrent, Net | $ 1,462,000 |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Antidilutive securities (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss per common share—basic and diluted (in Dollars per share) | $ (0.07) | $ 0.07 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 7,394,111 | 7,053,887 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,290,502 | 416,155 |
Performance Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 232,208 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the financial instruments of the company at fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities | $ 0 | $ 0 | |
Carrying value | 24,982 | $ 24,946 | |
Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 1,264 | 970 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 1,264 | 970 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 1,264 | 970 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 23,723 | 23,954 | |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 5,802 | 3,652 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 5,806 | 3,649 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Corporate Bond Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 1,006 | 1,014 | |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 1,006 | 1,013 | |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 16,910 | 19,310 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 16,911 | 19,292 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | $ 0 | $ 0 |
Prepaid Expenses and Other Cu26
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Assets [Abstract] | ||
Prepaid and deferred commissions | $ 8,268 | $ 8,573 |
Other | 13,838 | 10,453 |
Total prepaid expenses and other current assets | $ 22,106 | $ 19,026 |
Property, Equipment and Softw27
Property, Equipment and Software (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | $ 95,978 | $ 90,297 |
Less accumulated depreciation | (14,008) | (12,662) |
Property, equipment and software, Net | 81,970 | 77,635 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 14,533 | 14,179 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 3,448 | 3,392 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 19,217 | 19,035 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 5,665 | 5,814 |
Capitalized website and software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | $ 53,115 | $ 47,877 |
Goodwill and Amortizable Inta28
Goodwill and Amortizable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 4,044 | $ 4,140 |
Accumulated Amortization | 2,187 | 2,129 |
Amortizable intangible assets, net | 1,857 | 2,011 |
Member List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,670 | 1,670 |
Accumulated Amortization | 742 | 673 |
Amortizable intangible assets, net | $ 928 | $ 997 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 110 days | 3 years 219 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 140 | $ 140 |
Accumulated Amortization | 124 | 113 |
Amortizable intangible assets, net | $ 16 | $ 27 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 110 days | 219 days |
Core Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 110 | $ 110 |
Accumulated Amortization | 98 | 88 |
Amortizable intangible assets, net | $ 12 | $ 22 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 110 days | 219 days |
Data Acquisition Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,824 | $ 1,920 |
Accumulated Amortization | 1,015 | 1,072 |
Amortizable intangible assets, net | $ 809 | $ 848 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 183 days | 1 year 183 days |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 300 | $ 300 |
Accumulated Amortization | 208 | 183 |
Amortizable intangible assets, net | $ 92 | $ 117 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 329 days | 1 year 73 days |
Goodwill and Amortizable Inta29
Goodwill and Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,145 | $ 1,145 |
Finite-Lived Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Member List [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | 6 years |
Accrued Liabilities - Accrued l
Accrued Liabilities - Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued sales commissions | $ 1,600 | $ 1,461 |
Sales and use tax | 4,409 | 4,307 |
Accrued compensation | 10,372 | 6,826 |
Uninvoiced accounts payable | 8,406 | 2,384 |
Estimated Litigation Liability | 3,500 | 0 |
Other accrued liabilities | 6,639 | 5,309 |
Total accrued liabilities | $ 34,926 | $ 20,287 |
Debt and Credit Arrangements (D
Debt and Credit Arrangements (Details) - USD ($) | Sep. 26, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 60,000,000 | $ 60,000,000 | |
Accrued compensation | 10,372,000 | 6,826,000 | |
Debt Issuance Costs, Net | (1,364,000) | (1,462,000) | |
Unamortized fees paid to lender | (844,000) | (904,000) | |
Total debt, net | 57,792,000 | 57,634,000 | |
Less current maturities | (2,250,000) | $ (1,500,000) | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of term loan | $ 60,000,000 | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Percent of excess cash flow to be used for loan prepayment, maximum | 50.00% | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | $ (1,364,000) | ||
Unamortized fees paid to lender | (844,000) | ||
Total debt, net | 57,792,000 | ||
Face amount of term loan | $ 60,000,000 | ||
Periodic principal payments on term loan | $ 750,000 | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 0.50% | ||
Basis spread | 6.75% | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 3.25% | ||
Basis spread | 5.75% | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Delayed Draw Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of term loan | $ 25,000,000 | ||
Periodic payment as a percent of amount funded | 1.25% | ||
Commitment fee as a percent of unborrowed amounts | 0.75% | ||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 25,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 19, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | |||
Estimated Litigation Liability | $ 3,500 | $ 0 | |
Subsequent Event [Member] | Moore v. Angie's List [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation Settlement, Amount | $ 2,350 | ||
Litigation Settlement, Optional Free Membership Period | 4 months | ||
Estimated Litigation Liability | $ 3,500 |