Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 59,429,518 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 256,325,912 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 22,402 | $ 32,599 |
Short-term investments | 16,541 | 23,976 |
Accounts receivable, net of allowance for doubtful accounts of $3,296 and $1,658 at December 31, 2016 and 2015, respectively | 16,371 | 17,019 |
Prepaid expenses and other current assets | 17,002 | 19,026 |
Total current assets | 72,316 | 92,620 |
Property, equipment and software, net | 82,714 | 77,635 |
Goodwill | 1,145 | 1,145 |
Amortizable intangible assets, net | 1,219 | 2,011 |
Total assets | 157,394 | 173,411 |
Liabilities and stockholders’ equity (deficit) | ||
Accounts payable | 2,886 | 10,525 |
Accrued liabilities | 23,128 | 20,287 |
Current maturities of long-term debt | 1,500 | 1,500 |
Total current liabilities | 93,019 | 113,944 |
Long-term debt, net | 56,142 | 56,134 |
Other liabilities, noncurrent | 1,245 | 1,332 |
Total liabilities | 152,894 | 175,792 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2016 and 2015 | 0 | 0 |
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,979,486 and 67,162,990 shares issued and 59,420,774 and 58,604,278 shares outstanding at December 31, 2016 and 2015, respectively | 68 | 67 |
Additional paid-in-capital | 290,182 | 275,445 |
Treasury stock, at cost: 8,558,712 shares of common stock at December 31, 2016 and 2015 | (23,719) | (23,719) |
Accumulated deficit | (262,031) | (254,174) |
Total stockholders’ equity (deficit) | 4,500 | (2,381) |
Total liabilities and stockholders’ equity (deficit) | 157,394 | 173,411 |
Deferred membership revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue | 23,208 | 32,702 |
Deferred revenue, noncurrent | 2,032 | 3,742 |
Deferred advertising revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue | 42,297 | 48,930 |
Deferred revenue, noncurrent | $ 456 | $ 640 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 3,296 | $ 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 | 67,979,486 | 67,162,990 |
Common stock, shares outstanding | 59,420,774 | 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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | |||
Membership | $ 58,090 | $ 67,992 | $ 73,113 |
Service provider | 265,239 | 276,133 | 241,898 |
Total revenue | 323,329 | 344,125 | 315,011 |
Operating expenses | |||
Operations and support | 40,293 | 56,074 | 52,760 |
Selling | 111,046 | 116,027 | 115,210 |
Marketing | 65,140 | 83,789 | 96,953 |
Product and technology | 55,990 | 36,661 | 34,039 |
General and administrative | 53,954 | 38,316 | 26,411 |
Operating income (loss) | (3,094) | 13,258 | (10,362) |
Operating income (loss) | 4,720 | 2,971 | 1,203 |
Loss on debt extinguishment | 0 | 0 | 458 |
Income (loss) before income taxes | (7,814) | 10,287 | (12,023) |
Income tax expense | 43 | 44 | 51 |
Net income (loss) | $ (7,857) | $ 10,243 | $ (12,074) |
Net income (loss) per common share — basic | $ (0.13) | $ 0.18 | $ (0.21) |
Net income (loss) per common share — diluted | $ (0.13) | $ 0.17 | $ (0.21) |
Weighted-average number of common shares outstanding — basic | 58,860,152 | 58,520,546 | 58,510,106 |
Weighted-average number of common shares outstanding — diluted | 58,860,152 | 58,782,889 | 58,510,106 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2013 | $ (18,490) | $ 0 | $ 67 | $ 257,505 | $ (23,719) | $ (252,343) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (12,074) | (12,074) | ||||
Stock-based compensation | 7,889 | 7,889 | ||||
Proceeds from exercise of stock options | 501 | 0 | 501 | |||
Ending Balance at Dec. 31, 2014 | (22,174) | 0 | 67 | 265,895 | (23,719) | (264,417) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 10,243 | 10,243 | ||||
Stock-based compensation | 8,875 | 8,875 | ||||
Proceeds from exercise of stock options | 675 | 0 | 675 | |||
Ending Balance at Dec. 31, 2015 | (2,381) | 0 | 67 | 275,445 | (23,719) | (254,174) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,857) | (7,857) | ||||
Stock-based compensation | 14,744 | 14,744 | ||||
Issuance of common stock for settlement of share-based awards | 1 | 1 | 0 | |||
Issuance of common stock for employee stock purchase plan | 476 | 0 | 476 | |||
Proceeds from exercise of stock options | 2,047 | 0 | 2,047 | |||
Ending Balance at Dec. 31, 2016 | 4,500 | $ 0 | 68 | 290,182 | $ (23,719) | $ (262,031) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (2,530) | $ 0 | $ (2,530) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (7,857) | $ 10,243 | $ (12,074) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 13,148 | 6,402 | 5,576 |
Amortization of debt discount, deferred financing fees and bond premium | 663 | 697 | 478 |
Non-cash stock-based compensation expense | 14,744 | 8,875 | 7,889 |
Noncash loss on debt extinguishment | 0 | 0 | 266 |
Non-cash long-lived asset impairment charge | 0 | 1,578 | 1,778 |
Gain (Loss) on Disposition of Assets | 173 | 300 | 0 |
Deferred income taxes | 22 | 17 | 11 |
Bad debt expense | 7,404 | 5,746 | 5,028 |
Changes in certain assets: | |||
Accounts receivable | (6,756) | (7,624) | (7,784) |
Prepaid expenses and other current assets | 2,024 | (906) | (4,419) |
Changes in certain liabilities: | |||
Accounts payable | (6,717) | 5,467 | (2,952) |
Accrued liabilities | 2,808 | (2,539) | 3,691 |
Net cash provided by operating activities | 1,635 | 26,691 | 4,629 |
Investing activities | |||
Purchases of investments | (17,474) | (24,537) | (26,671) |
Sales of investments | 24,891 | 24,766 | 23,360 |
Property, equipment and software | (4,932) | (9,075) | (16,735) |
Capitalized website and software development costs | (13,693) | (25,193) | (20,122) |
Intangible assets | (171) | (498) | (984) |
Net cash used in investing activities | (11,379) | (34,537) | (41,152) |
Financing activities | |||
Proceeds from exercise of stock options | 2,047 | 675 | 501 |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options | 476 | 0 | 0 |
Taxes paid on behalf of employees related to net share settlement | (2,529) | 0 | 0 |
Principal payments on long-term debt | 0 | 0 | (15,000) |
Proceeds from long-term debt issuance | 0 | 0 | 60,000 |
Fees paid to lender | (212) | 0 | (1,210) |
Cash paid for financing fees | 0 | 0 | (1,957) |
Payment of contingent consideration from acquisition of business assets | 0 | 0 | (500) |
Payments on capital lease obligation | (235) | (221) | (123) |
Net cash provided by (used in) financing activities | (453) | 454 | 41,711 |
Net increase (decrease) in cash and cash equivalents | (10,197) | (7,392) | 5,188 |
Cash and cash equivalents, beginning of period | 32,599 | 39,991 | 34,803 |
Cash and cash equivalents, end of period | 22,402 | 32,599 | 39,991 |
Supplemental cash flow disclosures | |||
Cash paid for interest | 4,699 | 4,203 | 2,356 |
Cash paid for income taxes | 27 | 37 | 34 |
Capital expenditures incurred but not yet paid | 328 | 1,455 | 2,080 |
Financing Costs Incurred but Not yet Paid | 425 | 0 | 0 |
Deferred advertising revenue [Member] | |||
Changes in certain liabilities: | |||
Deferred revenue | (6,817) | 502 | 9,099 |
Deferred membership revenue [Member] | |||
Changes in certain liabilities: | |||
Deferred revenue | $ (11,204) | $ (2,067) | $ (1,958) |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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”) operates a national local services consumer review service and marketplace where members can research, shop for and purchase local services for critical needs, as well as rate and review the providers of these services. Ratings and reviews, which are now available to members free-of-charge, assist members in identifying and hiring a provider for their local service needs. The Company’s services are provided in markets located across the continental United States. Basis of Presentation The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly report the results for the periods presented. 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 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 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 impact net income (loss) previously reported. Significant Accounting Policies Revenue Recognition The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of fees is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. Membership Revenue. Revenue from the sale of membership subscriptions is generally recognized ratably over the term of the associated subscription. Service Provider Revenue. Revenue from the sale of website, mobile and call center advertising is recognized ratably over the time period the advertisements run. Revenue from the sale of advertising in the Company’s Angie’s List Magazine publication is recognized in the period in which the publication is published and distributed. Revenue from e-commerce vouchers is recognized on a net basis when the voucher is delivered to the purchaser. While the Company is not the merchant of record with respect to its customers for these transactions, it does offer customers refunds in certain circumstances. Accordingly, revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. Deferred Revenue. Deferred revenue includes the unamortized portion of revenue associated with membership and service provider fees for which the Company received payment in advance of services or advertising to be provided. Deferred revenue is recognized as revenue when the related services or advertising are actually provided. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and money market funds with contractual maturities of three months or less, which, at times, may exceed federally insured limits. The Company also classifies as cash and cash equivalents any investments in certificates of deposit, U.S. Treasury securities or corporate bonds with contractual maturities of three months or less, which also, at times, may exceed federally insured limits. To date, the carrying values of the Company’s cash and cash equivalents approximate their fair values, and there have been no material losses in these accounts. Short-Term Investments Short-term investments consist of certificates of deposit, U.S. Treasury securities or corporate bonds with maturities of more than 90 days but less than one year, all of which are designated as held-to-maturity investments and recorded at amortized cost, adjusted, as applicable, for amortization of premiums to maturity computed under the effective interest method, in the consolidated balance sheets. Amortization and interest income from held-to-maturity investments are included in interest expense, net, in the consolidated statements of operations. The Company’s objective with respect to these investments is to earn a higher rate of return on funds that are otherwise not anticipated to be required to meet liquidity needs in the near term while maintaining a low level of investment risk with the positive intent and ability to hold these investments to maturity. The Company reviews its investment portfolio for other-than-temporary impairment whenever events or changes in circumstances indicate 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. As of December 31, 2016 and 2015 , the Company held $16,541 and $23,976 , respectively, in short-term investments with no material unrealized gains or losses in these accounts in either year then ended. Accounts Receivable Accounts receivable is stated at the amount billed to service providers, less an estimated allowance for doubtful accounts. The Company performs ongoing credit evaluations and generally requires no collateral from service providers. Management reviews individual accounts as they become past due to determine collectability. The Company’s allowance for doubtful accounts balance is adjusted periodically based on management’s consideration of past due accounts. Individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The changes in the Company’s allowance for doubtful accounts balances during the years ended December 31, 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 Beginning balance $ 1,658 $ 1,651 $ 1,107 Additions, net of recoveries 7,404 5,746 5,028 Deductions (5,766 ) (5,739 ) (4,484 ) Ending balance $ 3,296 $ 1,658 $ 1,651 Property, Equipment and Software Assets recorded as property, equipment and software are stated at cost and depreciated over their respective estimated useful lives. The Company also capitalizes certain costs related to website and software acquisition and development for internal use, including internal labor costs incurred during development. Construction in progress is comprised of costs incurred related to the construction or development of property, equipment and software that is not ready for its intended use and therefore not yet placed in service. The Company’s estimated useful lives for property, equipment and software generally range from 3 to 25 years . Depreciation/amortization is computed using the straight-line method. Repairs and routine maintenance are charged to expense as incurred. In accordance with authoritative guidance, the Company begins to capitalize website and software development costs for internal use when planning and design efforts are successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred for training and maintenance, are expensed as incurred and recorded in product and technology expense within the consolidated statements of operations. The Company places capitalized website and software development assets into service and commences depreciation/amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized website and software development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized website and software development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. The Company also capitalized a portion of the interest on funds borrowed in relation to the development of the Company’s technology platform. The Company’s policy with respect to capitalized interest specifies that interest costs on eligible long-term internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such interest costs, is material. Goodwill Goodwill is not amortized and is instead reviewed for impairment, at a minimum, on an annual basis as of December 31, or more frequently should an event or circumstance occur that indicates the carrying amount of goodwill may be impaired. If goodwill is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the goodwill exceeds its fair market value. To date, no impairment of goodwill has been identified or recognized. Data Acquisition Costs Data acquisition costs consist of external costs related to acquiring consumer reports on service providers. These reports are used by the Company to provide its members with feedback on service providers. Amortization is computed using the straight-line method over the period during which the information is expected to benefit the Company’s members, which is estimated to be three years. The capitalized costs are included in intangible assets in the consolidated balance sheets, and the amortized expense is reflected within operations and support expense in the consolidated statements of operations. Long-Lived Assets Long-lived assets, including property, equipment and software and amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the related asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair market value of the assets. Long-lived asset impairment charges were recorded during the second and fourth quarters of 2015 as discussed in further detail in Note 5, “Property, Equipment and Software,” of these Notes to Consolidated Financial Statements. Deferred Financing Fees As a result of the Company’s entry into a new financing agreement in September 2014, the Company incurred financing costs that were capitalized as a deferred financing fee asset. As further discussed below, upon adoption of the guidance set forth under Accounting Standards Update No. 2015-03, effective January 1, 2016, the Company reclassified the deferred financing fees previously recorded in other noncurrent assets to net long-term debt in the consolidated balance sheets. The deferred financing fees contra liability is offsetting the gross term loan balance and is being amortized to interest expense on a straight-line basis over the term of the financing agreement. The Company’s long-term debt balance is reported net of the remaining unamortized deferred financing fees within the consolidated balance sheets. In connection with the extinguishment of the Company’s previous loan and security agreement during the course of the aforementioned financing transaction, the Company expensed the remaining unamortized portion of the capitalized deferred financing fees associated with the previous loan and security agreement in 2014, and the related amount was included in the loss on debt extinguishment within the consolidated statement of operations for the year ended December 31, 2014. Fees Paid to Lender The Company incurred financing costs in the form of fees paid directly to the lender during the completion of its September 2014 debt financing transaction and in connection with the execution of the second amendment to the financing agreement in November 2016. In accordance with the applicable authoritative guidance, these fees were recorded as a contra liability, offsetting the gross term loan balance. The fees paid to lender contra liability is being amortized to interest expense on a straight-line basis over the term of the financing agreement. The Company’s long-term debt balance is reported net of the remaining unamortized fees paid to the lender within the consolidated balance sheets. Leases The Company leases office space pursuant to long-term non-cancellable operating leases expiring through 2021. Rent expense is recognized on a straight-line basis over the expected lease term. Certain of the Company’s leases contain provisions for tenant improvement allowances, which are recorded as a deferred rent liability and amortized over the term of the associated lease as an offset to rent expense each period. Leasehold improvements are capitalized to property, equipment and software and depreciated on a straight-line basis over the corresponding estimated useful lives. Sales Commissions Commissions expense from the sale of service provider advertisements is recognized ratably over the term of the associated advertisement. The Company defers the recognition of commission expense until such time as the revenue related to the contract for which the commission was paid is recognized. Deferred commissions for each contract are amortized to expense in a manner consistent with how revenue is recognized for each contract, resulting in straight-line recognition of expense over the contractual term. Unamortized commission expense of $8,869 and $8,573 as of December 31, 2016 and 2015 , respectively, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Marketing Expense Marketing expense consists of national television, radio and print advertising as well as online digital advertising. The Company generally expenses advertising costs as incurred. The Company recorded advertising spend of $46,056 , $71,534 and $87,386 as a component of marketing expense in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. Stock-Based Compensation The Company accounts for stock-based compensation expense using the fair value measurement and recognition provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Stock Compensation . For awards of stock options, restricted stock units (“RSUs”) and certain performance awards of restricted stock units (“PRSUs”), the Company recognizes stock-based compensation expense over the requisite service period in an amount equal to the fair market value on the grant date of the respective award. For PRSUs granted subject to the Company’s performance in relation to predetermined performance conditions, the Company recognizes stock-based compensation expense over the vesting period based on the projected probability of achievement of the performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model utilizing the historical weighted-average assumptions outlined in Note 11, “Stock-Based Compensation,” of these Notes to Consolidated Financial Statements. The fair value of RSUs, as well as PRSUs granted subject to the Company’s performance in relation to predetermined performance conditions, is based on the fair market value of the underlying stock on the date of grant. The fair value of PRSUs contingent upon the performance of the Company’s stock price in relation to certain predetermined thresholds is estimated as of the date of grant using a Monte Carlo option-pricing simulation model. Effective January 1, 2016, the Company began utilizing its own historical data for the volatility input to the calculation of the estimated fair value of stock option awards as there is now sufficient historical volatility data available to do so. Additionally, in connection with the adoption of ASU 2016-09 during the third quarter of 2016, the Company elected to commence accounting for forfeitures of share-based payment awards as they occur instead of recognizing stock-based compensation expense net of estimated forfeitures. Loss Contingencies The Company is involved in various lawsuits, claims, investigations and other legal and regulatory proceedings, both as a plaintiff and as a defendant, related to its business and operations. The Company records a liability when it is both probable a loss has been incurred and the amount can be reasonably estimated. If the Company determines a loss is possible and a range of loss can be reasonably estimated, the Company discloses the range of the possible loss in these Notes to Consolidated Financial Statements. Significant judgment is required to determine the probability or possibility, as well as the estimated amount, as applicable, of a loss contingency. On at least a quarterly basis, as necessary, the Company reviews and evaluates developments with respect to legal matters that could impact the amount of an associated liability previously accrued, as well as the related ranges of possible losses disclosed, and makes adjustments and changes as appropriate. Loss on Debt Extinguishment The penalties, additional interest and other fees and expenses incurred in connection with the prepayment of the Company’s previous debt facility in September 2014, together with the amounts related to the write-off of the previous deferred financing fees and recognition of the remaining interest expense under the previous debt facility, were included within the loss on debt extinguishment contained in the consolidated statement of operations for the year ended December 31, 2014. Sales and Use Tax Currently, the Company does not separately collect sales and use taxes from its members. Instead, the Company reports and, if applicable, pays sales and use taxes on behalf of its members in certain jurisdictions and records an accrual for sales and use tax based on probable liability within other applicable jurisdictions. Sales and use tax expenses are included within operations and support expense in the consolidated statements of operations. Income Taxes The Company is subject to corporate federal and state income taxes at prevailing corporate rates and accounts for income taxes and the related accounts using the asset and liability method in accordance with ASC 740, Income Taxes . Under this method, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between the book and tax basis of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted rates in effect for the years in which the differences are expected to reverse and recognizes the effect of a change in enacted rates in the period of enactment. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines a deferred tax asset is not likely to be realized, a valuation allowance is established against that asset to record it at its expected realizable value. The Company periodically reviews deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of 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 changed. The Company establishes assets and liabilities for uncertain positions taken or expected to be taken in income tax returns using a more-likely-than-not recognition threshold. The Company includes in income tax expense any interest and penalties related to uncertain tax positions. Pledged Assets The Company’s obligations under the long-term debt financing agreement are guaranteed by each of the Company’s subsidiaries and are secured by first priority interests in all of the Company’s respective assets and a pledge of the equity interests of the Company’s subsidiaries. Recent Accounting Pronouncements - Adopted As of January 1, 2016, the Company adopted FASB Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which set forth a requirement that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that liability, resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, amounting to $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. As of August 1, 2016, the Company adopted FASB Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified several aspects of the accounting guidance for employee share-based payment transactions, including accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of operations when share-based payment awards vest or are settled. Upon adoption, the Company’s previously unrecognized excess tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance. Without the valuation allowance, the Company’s deferred tax asset would have increased by $2,406 . Additionally, under the new guidance, the Company elected to begin accounting for forfeitures of share-based payment awards as they occur in lieu of the previous practice of estimating the number of awards expected to be forfeited and adjusting the estimate when it was no longer probable that the corresponding service condition would be fulfilled. As ASU 2016-09 was adopted as of an interim date, the Company recorded a modified retrospective transition adjustment as of the beginning of 2016 during the third quarter to reflect an increase in stock-based compensation expense of $804 related to the forfeitures election. No changes in presentation or classification in the statement of cash flows were required in connection with the adoption of ASU 2016-09, and the Company is now allowing share withholding for taxes upon the vesting of RSUs and PRSUs in excess of the minimum statutory tax withholding requirements, as permitted by ASU 2016-09. Recent Accounting Pronouncements - Not Yet Adopted In January 2017, the FASB issued Accounting Standards Update No. 2017-04: Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The amendments in this update simplify the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for the Company in fiscal year 2020, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update No. 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in this update add to or clarify existing U.S. GAAP guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The guidance set forth in this update must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The Company is currently evaluating the impact of this update on the consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. 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 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. 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. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB’s transition resource group and clarify the new revenue standard’s core revenue recognition principles. In December 2016, the FASB issued Accounting Standards Update No. 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which clarified or corrected unintended application of certain aspects of the guidance set forth under ASU 2014-09. 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. The Company currently anticipates adopting the new revenue recognition standard effective January 1, 2018 utilizing the modified retrospective method of adoption. Accordingly, upon adoption, the Company currently anticipates recognizing the cumulative effect of adopting this guidance as an adjustment to the opening balance of the accumulated deficit within the consolidated balance sheet for the period of adoption, and prior periods will not be retrospectively adjusted. The Company identified the following revenue streams that will be further evaluated in detail based on the criteria established under the new revenue standard: membership revenue, service provider advertising revenue and service provider e-commerce revenue. The Company is still in the process of evaluating the impact of these updates on the consolidated financial statements and related disclosures. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic and diluted net income (loss) per common share are computed by dividing consolidated net income (loss) by the basic and diluted weighted-average number of common shares outstanding, respectively, for the period. Basic net income (loss) per common share was $(0.13) , $0.18 and $(0.21) for the years ended December 31, 2016 , 2015 and 2014 , respectively. Diluted net income (loss) per common share was $(0.13) , $0.17 and $(0.21) for the years ended December 31, 2016 , 2015 and 2014 , respectively. The following table shows the calculation of the diluted weighted-average number of common shares outstanding: December 31, 2016 2015 2014 Weighted-average number of common shares outstanding — basic 58,860,152 58,520,546 58,510,106 Total dilutive effect of outstanding share-based payments — 262,343 — Weighted-average number of common shares outstanding — diluted 58,860,152 58,782,889 58,510,106 The following potentially dilutive outstanding share-based payments were not included in the diluted net income (loss) per common share calculations as the impact would have been antidilutive for the periods presented: December 31, 2016 2015 2014 Stock options 6,817,996 6,477,872 5,438,897 Restricted stock units 1,699,053 1,128,826 — Performance awards of restricted stock units 3,087,949 778,829 — Shares to be purchased under employee stock purchase plan 2,829 — — See Note 11, “Stock-Based Compensation,” of these Notes to Consolidated Financial Statements for additional detail and discussion regarding the Company’s share-based payment awards and employee stock purchase plan. The PRSUs granted during 2016 (the “2016 LTIP”) that remained outstanding as of December 31, 2016 were not included in the computation of diluted net income (loss) per common share as the number of shares that will ultimately be issued is contingent upon the Company’s achievement of certain predetermined performance conditions and does not meet the criteria for inclusion per the applicable U.S. GAAP guidance. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 ASC 820, Fair Value Measurement (“ASC 820”), 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 during 2016 or 2015 , and there were no material unrealized gains or losses in these accounts as of December 31, 2016 or 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 December 31, 2016 and 2015 : Fair Value Measurement at December 31, 2016 Using Carrying Value at December 31, 2016 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 $ 2,419 $ 2,419 $ — $ — Investments: Certificates of deposit 13,840 — 13,837 — U.S. Treasury securities 2,701 — 2,702 — Total assets $ 18,960 $ 2,419 $ 16,539 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at December 31, 2015 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 did not recognize any other-than-temporary impairment losses for the years ended December 31, 2016 , 2015 , or 2014 . 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 December 31, 2016 and 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 5, “Property, Equipment and Software,” and Note 6, “Goodwill and Amortizable Intangible Assets,” of these Notes to Consolidated Financial Statements 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 consolidated balance sheets approximate fair value. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [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 December 31, 2016 and 2015 : December 31, 2016 2015 Prepaid and deferred commissions $ 8,869 $ 8,573 Other prepaid expenses and current assets 8,133 10,453 Total prepaid expenses and other current assets $ 17,002 $ 19,026 |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 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 December 31, 2016 and 2015 : December 31, 2016 2015 Furniture and equipment $ 16,439 $ 14,179 Land 3,466 3,392 Buildings and improvements 20,768 19,035 Software 5,853 5,814 Capitalized website and software development costs 60,811 47,877 Total property, equipment and software 107,337 90,297 Less accumulated depreciation (24,623 ) (12,662 ) Total property, equipment and software, net $ 82,714 $ 77,635 Included in the Company’s net property, equipment and software balance at December 31, 2016 was $3,262 in construction in progress, comprised of $181 for furniture and equipment, $870 for buildings and improvements and $2,211 for capitalized website and software development costs. At December 31, 2015 , the Company’s construction in progress balance was $47,798 , consisting of $1,017 for furniture and equipment, $802 for buildings and improvements, $883 for software and $45,096 for capitalized website and software development costs, which included $3,570 of capitalized interest. Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $4,138 , $3,257 and $2,491 , respectively. Computer software amortization expense for 2016 , 2015 and 2014 was $8,048 , $1,903 and $1,356 , respectively. During the fourth quarter of 2015, the Company recorded an $892 non-cash long-lived asset impairment charge for certain software assets as a result of a recalibration of the Company’s plans with respect to the implementation of a new e-commerce platform. The long-lived asset impairment charge was recorded in the product and technology expense line within the consolidated statement of operations for the year ended December 31, 2015. During the second quarter of 2015, the Company recorded a $686 non-cash long-lived asset impairment charge for certain assets categorized as buildings and improvements related to the Company’s decision not to pursue its Indianapolis campus expansion plan. The long-lived asset impairment charge was recorded in the general and administrative expense line within the consolidated statement of operations for the year ended December 31, 2015. |
Goodwill and Amortizable Intang
Goodwill and Amortizable Intangible Assets | 12 Months Ended |
Dec. 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 December 31, 2016 and 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) 2016 Member list $ 1,670 $ 951 $ 719 2.6 Content 140 140 — 0.0 Core technology 110 110 — 0.0 Data acquisition costs 1,333 850 483 1.1 Other intangible assets 300 283 17 0.2 Total amortizable intangible assets $ 3,553 $ 2,334 $ 1,219 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) 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 Amortization expense for the years ended December 31, 2016 , 2015 and 2014 was $962 , $1,242 and $1,729 , respectively. The estimated amortization expense related to amortizable intangible assets at December 31, 2016 for each of the next five years is as follows: $621 in 2017 , $418 in 2018 , $180 in 2019 , $0 in 2020 and $0 in 2021 . The Company’s recorded goodwill balance as of both December 31, 2016 and 2015 was $1,145 . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Accrued sales commissions $ 1,469 $ 1,461 Sales and use tax 3,792 4,307 Accrued compensation 7,369 6,826 Uninvoiced accounts payable 4,333 2,384 Legal settlement accrual 2,601 — Other accrued liabilities 3,564 5,309 Total accrued liabilities $ 23,128 $ 20,287 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Long-term debt, net, was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,071 ) (1,462 ) Unamortized fees paid to lender (1,287 ) (904 ) Total debt, net 57,642 57,634 Less current maturities (1,500 ) (1,500 ) Total long-term debt, net $ 56,142 $ 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. On June 10, 2016, the Company entered into a first amendment to the financing agreement which, among other things, (i) extended the commencement of the Company’s quarterly repayment obligations under the term loan from September 30, 2016 to September 30, 2017; (ii) revised the financial covenants for minimum consolidated EBITDA, as defined in the financing agreement, for periods ending after June 30, 2016; (iii) revised the financial covenant related to minimum required liquidity from $10,000 to $30,000 ; (iv) removed the financial covenant related to minimum membership revenue for periods ending after March 31, 2016; and (v) modified the basis for the calculation of the applicable interest rate. On November 1, 2016, the Company entered into a second amendment to the financing agreement which, among other things, (i) added a new financial covenant related to consolidated active service provider contract value beginning with the period ending December 31, 2016; (ii) revised the financial covenants for minimum consolidated EBITDA, as defined in the financing agreement and subsequently modified under the second amendment, for periods ending after September 30, 2016; (iii) revised the financial covenant related to minimum required liquidity; (iv) modified the basis for the calculation of the applicable interest rate; (v) modified the dates under which the prepayment premium is applicable; and (vi) modified certain terms related to the delayed draw term loan. Additionally, the second amendment set forth a fee to be paid by the Company to the lender, in three equal annual installments, in connection with the execution of the amendment, and this fee was capitalized along with the existing unamortized fees paid to lender contra liability and is being amortized to interest expense over the remaining term of the financing agreement. 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. In accordance with the second amendment to the financing agreement, if the Company’s consolidated EBITDA for the trailing four consecutive fiscal quarters is less than $20,000 or the Company’s qualified cash, as defined in the financing agreement, is less than $20,000 as of the applicable period end, 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 9.50% 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 8.50% . If the Company’s qualified cash is greater than $20,000 , and the Company’s consolidated EBITDA for the trailing four consecutive fiscal quarters is: • greater than $20,000 but less than $25,000 , the applicable LIBOR interest rate is 8.5% , and the applicable reference interest rate is 7.5% ; • greater than $25,000 but less than $30,000 , the applicable LIBOR interest rate is 7.5% , and the applicable reference interest rate is 6.5% ; or • greater than $30,000 , the applicable LIBOR interest rate is 6.5% , and the applicable reference interest rate is 5.5% . 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, 2017, 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 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 did not have excess cash flow as of December 31, 2016 . As specified by the second amendment to the financing agreement, the Company must pay a 1% premium on prepayments made on or before November 1, 2017, subject to certain exceptions set forth in the financing agreement. 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 December 31, 2016 , the Company had $57,642 in outstanding borrowings under the term loan, net of unamortized deferred financing fees of $1,071 and unamortized fees paid to the lender of $1,287 , both of which are being amortized into interest expense over the term of the financing agreement, and availability of $25,000 under the delayed draw term loan. Principal amounts due over the remaining term of the financing agreement as of December 31, 2016 are as follows: $1,500 in 2017 , $3,000 in 2018 and $55,500 in 2019 . 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 and subsequently modified under the second amendment, minimum liquidity, minimum consolidated active service provider contract value and maximum consolidated capital expenditures. 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 December 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Obligations The Company’s contractual obligations primarily consist of long-term non-cancellable operating leases expiring through 2021 and long-term debt comprised of a term loan and a delayed draw term loan, both of which are scheduled to mature on September 26, 2019. There were no significant changes in the Company’s contractual obligations during the year ended December 31, 2016 . See Note 8, “Debt and Credit Arrangements,” of these Notes to Consolidated Financial Statements for additional information regarding the Company’s long-term debt. Operating Leases The Company leases office space pursuant to long-term non-cancellable operating leases expiring through 2021. The Company is responsible for paying its proportionate share of the actual operating expenses and real estate taxes under certain of these lease arrangements. As of December 31, 2016 , the estimated future minimum lease payments under long-term non-cancellable operating leases for each of the next five years and thereafter are as follows: 2017 $ 2,134 2018 2,093 2019 2,141 2020 736 2021 8 Thereafter — Total future minimum lease payments $ 7,112 Rent expense under the Company’s operating leases totaled $1,892 , $1,997 and $1,643 in 2016 , 2015 and 2014 , respectively. Legal Matters 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 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, et al. 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 alleged 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 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. On April 19, 2016, the parties agreed to settle the claims on a class-wide basis. Among other relief, the settlement provided 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 plaintiffs’ attorneys’ fees and costs as approved by the Court. Settlement class members were given 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 provided 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. The Company recorded a $3,500 contingent liability related to this matter in the first quarter of 2016, and this amount included the estimated 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 would forego as a result of certain class members selecting the option for a free period of membership. On December 12, 2016, the Court entered an order granting final approval of the settlement. One class member appealed the order, but the plaintiff settled with the class member, and the class member stipulated to dismiss the appeal. On January 13, 2017, the Third Circuit Court of Appeals entered an order dismissing the appeal, and the settlement became final and effective as of that date. The Company, with the assistance of its third-party settlement administrator, is now in the process of administering the settlement by making the above-referenced enhanced explanations regarding advertising revenue earned from service providers, by making the above-referenced cash payment into an escrow account that will be appropriately paid to the class members who selected the cash class benefit and to plaintiffs’ counsel and by providing instructions on how to redeem membership extensions to the class members who selected the membership extension class benefit. The aforementioned contingent legal liability was subsequently reduced by $671 following completion of the election period for settlement class members during the fourth quarter. The Company’s accrual for this matter was $2,601 as of December 31, 2016. Williams, et al. v. Angie’s List, Inc., 1:16-cv-878 . On April 20, 2016, a group of former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage 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. First and second amended complaints were filed, adding additional named plaintiffs, and the Company’s answer to the second amended complaint was filed on July 26, 2016. The plaintiffs filed a motion for conditional certification on June 10, 2016, and the Company filed its response brief in opposition on July 15, 2016. The Court denied the plaintiffs’ motion for conditional certification on November 30, 2016 but allowed the plaintiffs to refile with a more narrow class definition. On December 9, 2016, the plaintiffs filed a renewed motion for conditional certification. The Company filed its response to the renewed motion on January 6, 2017, and the plaintiffs filed their reply on January 17, 2017. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. Crabtree, et al. v. Angie’s List, Inc., 1:16-cv-877 . On April 20, 2016, three former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage 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 plaintiffs filed a first amended complaint in May 2016, adding one additional Indiana wage statute claim. The Company filed its answer and defenses on June 9, 2016. Discovery with respect to this matter is ongoing. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. |
Profit-Sharing Plan
Profit-Sharing Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Profit-Sharing Plan | Profit-Sharing Plan The Company sponsors a 401(k) profit-sharing plan (the “Plan”) covering substantially all of its personnel. The Company’s contributions to the Plan are discretionary. The Company contributed 3% of gross pay for all eligible personnel to the Plan in 2016 , 2015 and 2014 , which amounted to $3,159 , $2,881 and $2,211 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In April 2010, the Company adopted an Omnibus Incentive Plan (“Incentive Plan”) in order to provide stock-based compensation to executive officers, directors and certain other employees. The Incentive Plan was amended and restated effective August 2011, increasing the number of shares issuable to 5,090,496 . In each year since, additional shares of stock were reserved for issuance, bringing the total available shares issuable to 19,609,325 . As of December 31, 2016 , there were 16,621,491 shares of common stock reserved under the Incentive Plan, of which 1,213,290 shares remained available for future grants. To date, the Company has granted stock options, restricted stock units (“RSUs”) and performance awards of restricted stock units (“PRSUs”) under the Incentive Plan, the latter two of which were issued for the first time during 2015. In connection with the adoption of ASU 2016-09 in August 2016, the Company elected to begin accounting for forfeitures of share-based payment awards as they occur in lieu of the Company’s previous practice of estimating the number of awards expected to be forfeited and adjusting the estimate when it was no longer probable that the corresponding service condition would be fulfilled. Stock Options A summary of stock option activity under the Incentive Plan as of December 31, 2016 and 2015 and changes during the years then ended is as follows: Number of Shares Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Outstanding at December 31, 2014 5,438,897 $ 13.09 8.59 $ 21 Granted 3,026,780 6.30 Exercised (87,601 ) 7.70 Forfeited/Cancelled (1,900,204 ) 12.18 Outstanding at December 31, 2015 6,477,872 $ 10.26 8.24 $ 9,383 Granted 1,463,051 8.74 Exercised (268,931 ) 7.62 Forfeited/Cancelled (675,707 ) 9.26 Outstanding at December 31, 2016 6,996,285 $ 10.14 7.29 $ 4,469 Number of Shares Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Vested and Exercisable at December 31, 2015 2,211,094 $ 12.09 7.18 $ 1,345 Unvested at December 31, 2015 4,266,778 9.32 8.34 Vested and Exercisable at December 31, 2016 3,269,095 $ 11.57 6.12 $ 1,399 Unvested at December 31, 2016 3,727,190 8.89 7.61 Stock options are awarded with an exercise price equal to the market close price on the date of grant. The contractual terms of stock options expire ten years from the grant date and generally vest over a period of four years . The fair value of stock options on the date of grant as determined using the Black-Scholes option-pricing model is amortized on a straight-line basis over the requisite service period. The aggregate intrinsic value shown in the tables above is calculated using the difference between the exercise price of the underlying stock options and the closing price of the Company’s stock on each respective date presented. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model, utilizing the following weighted-average assumptions for the years ended December 31, 2016 , 2015 and 2014 : Year of Grant Risk-Free Dividend Expected Volatility (in years) 2014 1.67% 0% 5.00 53.0% 2015 1.48% 0% 5.00 53.1% 2016 1.26% 0% 5.00 64.6% The risk-free interest rate is based on yields of U.S. Treasury securities with a maturity similar to the estimated expected term of the stock options. The dividend yield assumption is based on the fact that the Company does not have a history of issuing dividends and does not anticipate issuing dividends in the near term. The expected term represents the period of time the stock options are expected to be outstanding based on historical experience. Prior to 2016, the expected volatility assumption was estimated based on historical volatilities for publicly traded common stock of comparable peer companies with similarities in size, lines of business, market capitalization, revenue or financial leverage over the estimated expected life of the stock options. As the Company believes there is now sufficient historical data available with respect to the volatility of its common stock, effective January 1, 2016, the expected volatility assumption was based on the Company’s own historical volatility. The weighted-average grant date fair value of stock options granted during 2016 , 2015 and 2014 was $4.76 , $2.95 and $5.12 per share, respectively. The total intrinsic value of stock options exercised during 2016 , 2015 and 2014 was $428 , $133 and $456 , respectively. The Company recognized stock-based compensation expense of $8,114 , $7,321 and $7,889 in the consolidated statements of operations related to stock options in 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , total unrecognized stock-based compensation expense related to unvested stock options was $11,559 , which will be recognized over the remaining weighted-average life of the awards, 2.30 years. Restricted Stock Units A summary of RSU activity under the Incentive Plan for the years ended December 31, 2016 and 2015 and changes during the years then ended is as follows: RSUs Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — $ — Granted 1,440,645 6.06 Vested — — Forfeited/Cancelled (225,731 ) 6.54 Unvested at December 31, 2015 1,214,914 $ 5.97 Granted 1,823,767 8.50 Vested (434,619 ) 6.35 Forfeited/Cancelled (400,003 ) 7.74 Unvested at December 31, 2016 2,204,059 $ 7.66 RSUs are measured based on the fair market value of the underlying stock on the date of grant. RSUs generally vest over a period of four years from the grant date and are amortized on a straight-line basis over the requisite service period. Once vested, shares will generally either be issued net of the applicable tax withholding requirements to be paid by the Company on behalf of employees, or a portion of the shares issued will subsequently be sold by employees to satisfy the tax obligations created by the vesting of RSUs. The Company recognized stock-based compensation expense of $4,756 , $973 and $0 in the consolidated statements of operations related to RSUs in 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , total unrecognized stock-based compensation expense related to unvested RSUs was $13,922 , which will be recognized over the remaining weighted-average life of the awards, 3.05 years . Performance Awards of Restricted Stock Units A summary of PRSU activity under the Incentive Plan for the years ended December 31, 2016 and 2015 and changes during the years then ended is as follows: PRSUs Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — $ — Granted 955,084 2.95 Vested — — Forfeited/Cancelled — — Unvested at December 31, 2015 955,084 $ — Granted 3,034,329 6.55 Vested (298,466 ) 3.68 Forfeited/Cancelled (286,256 ) 6.55 Unvested at December 31, 2016 3,404,691 $ 5.79 The Company’s President and Chief Executive Officer, Scott A. Durchslag, was granted 955,084 PRSUs on September 8, 2015 under the Incentive Plan. The PRSUs, which are market condition performance share-based payment awards, consist of four tranches, each with separate performance criteria based upon the Company’s achievement of certain predetermined stock price thresholds. The PRSUs were measured on the date of grant using a Monte Carlo option-pricing simulation model. The first and second PRSU tranches were earned during 2015, prior to the first anniversary of the grant date, and commenced vesting during 2016, one-half upon the first anniversary of the grant date and the remaining one-half ratably on a quarterly basis over a one -year period thereafter. PRSUs earned subsequent to the first anniversary of the grant date will vest one-half upon achievement of the corresponding stock price target, and the remaining one-half will vest ratably on a quarterly basis over a one -year period thereafter. No PRSUs have been earned subsequent to the first anniversary of the grant date as of December 31, 2016 . On June 29, 2016, the Company granted 3,034,329 PRSUs under the Incentive Plan to its executive officers and other members of the Company’s senior leadership team as of that date (i.e., the “2016 LTIP”). The PRSUs granted are contingent upon the Company’s performance with respect to certain predetermined Total Cumulative Revenue targets over the 33 -month period commencing April 1, 2016 and concluding December 31, 2018, subject to the Company’s achievement of a predetermined cumulative Adjusted EBITDA threshold over the same time period. Of the 3,034,329 PRSUs granted, 2,748,073 PRSUs remained outstanding as of December 31, 2016 due to forfeitures during the year, representing the number of shares to be issued at the 100% target achievement level for this award. The number of shares ultimately issued could be 0% or range from 75% (threshold achievement level) to 200% (maximum achievement level) of the number of PRSUs outstanding, based on the Company’s performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and maximum achievement levels. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date. The Company is recognizing stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of the aforementioned performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the year ended December 31, 2016 , the Company did not recognize any stock-based compensation expense related to the 2016 LTIP based on the Company’s determination that achievement of the performance conditions was not probable as of that date. Once vested, shares will generally either be issued net of the applicable tax withholding requirements to be paid by the Company on behalf of employees, or a portion of the shares issued will subsequently be sold by employees to satisfy the tax obligations created by the vesting of PRSUs. The Company recognized stock-based compensation expense of $1,685 , $581 and $0 in the consolidated statements of operations related to PRSUs in 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , total unrecognized stock-based compensation expense related to PRSUs was $552 , which will be recognized over a remaining weighted-average life of 0.93 years . Employee Stock Purchase Plan The Company implemented an Employee Stock Purchase Plan (“ESPP”) during 2016. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, and provides for six -month offering periods, commencing in May and November of each year. At the end of each offering period, participating employees are able to purchase shares of common stock at 90% of the Company’s stock price at market close on the first trading day of the offering period or the last trading day of the offering period, whichever is lower. In April 2016, the Company registered 1,755,500 shares of common stock under the ESPP. During 2016 , there were 68,723 shares purchased by employees under the ESPP at a purchase price of $6.93 per share. The Company recognized stock-based compensation expense of $189 in the consolidated statement of operations related to the ESPP in 2016 . As of December 31, 2016 , 1,686,777 shares of common stock remained available for purchase under the ESPP. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Treasury Stock | Treasury Stock The Company had 8,558,712 shares of its common stock in treasury stock as of December 31, 2016 and 2015 . Of these, the Company’s wholly owned subsidiary holds 5,743,744 shares of common stock. There was no activity or change with respect to the Company’s treasury stock balance during the years ended December 31, 2016 and 2015 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. As management believes it is more likely than not that the Company will not realize the full amount of its net deferred tax assets, the Company recorded a valuation allowance for the deferred tax assets as of December 31, 2016 , 2015 and 2014 . The provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 consisted of the following components: 2016 2015 2014 Current: U.S. federal $ — $ — $ — State 21 27 40 Total current 21 27 40 Deferred: U.S. federal $ 17 $ 17 $ 10 State 5 — 1 Total deferred 22 17 11 Provision for income taxes $ 43 $ 44 $ 51 The reconciliation of income tax expense computed at the U.S. federal statutory rate to the Company’s effective tax rate for the years ended December 31, 2016 , 2015 and 2014 is as follows: 2016 2015 2014 U.S. federal income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 9.1 % (1.3 )% (0.5 )% Valuation allowance (41.0 )% (29.7 )% (20.1 )% Stock-based compensation 6.3 % 15.6 % (9.4 )% Research and development credits 1.0 % (16.4 )% — % Internal Revenue Code Section 162(m) (8.3 )% — % — % Other (1.7 )% (1.8 )% (4.4 )% Effective income tax rate (0.6 )% 0.4 % (0.4 )% Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: 2016 2015 Deferred tax assets: Deferred revenue $ 27,239 $ 34,177 Intangibles - other 9,210 10,088 Net operating loss carryforwards 62,033 50,885 Stock-based compensation 8,529 5,301 Research and development credits 2,864 2,556 Other 5,341 3,756 Total deferred tax assets 115,216 106,763 Valuation allowance (89,854 ) (84,035 ) Total net deferred tax assets 25,362 22,728 Deferred tax liabilities: Prepaid expenses $ (4,022 ) $ (3,853 ) Property, equipment and software (21,340 ) (18,875 ) Goodwill (220 ) (198 ) Total net deferred tax liabilities (25,582 ) (22,926 ) Total net deferred tax liability $ (220 ) $ (198 ) As of December 31, 2016 , the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $159,329 and $210,891 , respectively. The net operating loss carryforwards will expire in future years, primarily beginning in 2027 . The net operating losses may be subject to annual limitations of use under Internal Revenue Code Section 382. The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. Income tax returns for the short year ended December 31, 2010 to present are open for examination in the federal jurisdiction and in significant state jurisdictions. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The Company does not benefit from its deferred tax assets based on the deferred tax liabilities related to goodwill that are not expected to reverse during the carryforward period. As this deferred tax liability would not reverse until some future indefinite period when the intangibles are either sold or impaired, any resulting temporary differences cannot be considered a source of future taxable income to support realization of the deferred tax assets. At December 31, 2016 and 2015 , the Company did not have any material unrecognized income tax benefits recorded in its consolidated balance sheets. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The tables below set forth selected quarterly financial data for each of the last two fiscal years. Fiscal Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited) (unaudited) (unaudited) (unaudited) Total revenue $ 83,856 $ 83,060 $ 79,745 $ 76,668 Operating income (loss) (4,019 ) 6,015 (15,380 ) 10,290 Net income (loss) (4,642 ) 4,657 (16,820 ) 8,948 Net income (loss) per common share — basic (0.08 ) 0.08 (0.29 ) 0.15 Net income (loss) per common share — diluted (0.08 ) 0.08 (0.29 ) 0.15 Fiscal Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited) (unaudited) (unaudited) (unaudited) Total revenue $ 83,543 $ 87,335 $ 86,992 $ 86,255 Operating income (loss) 5,282 (7,556 ) 775 14,757 Net income (loss) 4,360 (8,349 ) 82 14,150 Net income (loss) per common share — basic 0.07 (0.14 ) 0.00 0.24 Net income (loss) per common share — diluted 0.07 (0.14 ) 0.00 0.24 Information in any one quarterly period should not be considered indicative of annual results due to the effects of seasonality on the Company’s business. The first quarter of 2016 included a $3,500 charge to general and administrative expense related to a contingent legal liability recorded in connection with the Moore litigation and related cases. This contingent liability was subsequently reduced during the fourth quarter of 2016, yielding a benefit of $671 to fourth quarter general and administrative expense. In connection with the Company’s early adoption of ASU 2016-09 during the third quarter of 2016, the Company was required to record a modified retrospective transition adjustment at the time of adoption to reflect an increase in stock-based compensation expense for 2016 related to the Company’s forfeitures election under this new standard. Although this adjustment was recorded during the third quarter, given the modified retrospective nature of the adjustment, the Company was precluded from presenting the full amount of the adjustment in the consolidated financial statements for the quarter ended September 30, 2016 and was instead required to update amounts previously reported, yielding retrospective increases to general and administrative expense of $638 and $140 for the quarters ended March 31, 2016 and June 30, 2016, respectively. As a result, the operating income (loss), net income (loss) and corresponding per share figures presented in the table above for the first and second quarters of 2016 differ from amounts previously reported. For the third quarter of 2016, the Company’s basic and diluted weighted-average number of common shares outstanding was 58,883,623 , and basic and diluted net loss per common share was $(0.29) , as reflected in the table above. These amounts were previously incorrectly reported as 59,495,592 and $(0.28) , respectively. The Company does not believe this correction is material to these consolidated financial statements or any previously issued consolidated financial statements. The second quarter of 2015 included a $686 charge to general and administrative expense for the recognition of a non-cash long-lived asset impairment related to the Company’s decision not to pursue its Indianapolis campus expansion plan. The fourth quarter of 2015 included an $892 charge to product and technology expense for the recognition of a non-cash long-lived asset impairment related to the abandonment of certain software assets. |
Description of Business, Basi21
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations | Basis of Presentation The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly report the results for the periods presented. |
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 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 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 impact net income (loss) previously reported. |
Revenue Recognition and Deferred Revenue | Revenue Recognition The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of fees is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable. |
Revenue Recognition, Subscription Revenue [Policy Text Block] | Membership Revenue. Revenue from the sale of membership subscriptions is generally recognized ratably over the term of the associated subscription. |
Service Provider Revenue | Service Provider Revenue. Revenue from the sale of website, mobile and call center advertising is recognized ratably over the time period the advertisements run. Revenue from the sale of advertising in the Company’s Angie’s List Magazine publication is recognized in the period in which the publication is published and distributed. Revenue from e-commerce vouchers is recognized on a net basis when the voucher is delivered to the purchaser. While the Company is not the merchant of record with respect to its customers for these transactions, it does offer customers refunds in certain circumstances. Accordingly, revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. |
Deferred Revenue | Deferred Revenue. Deferred revenue includes the unamortized portion of revenue associated with membership and service provider fees for which the Company received payment in advance of services or advertising to be provided. Deferred revenue is recognized as revenue when the related services or advertising are actually provided. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and money market funds with contractual maturities of three months or less, which, at times, may exceed federally insured limits. The Company also classifies as cash and cash equivalents any investments in certificates of deposit, U.S. Treasury securities or corporate bonds with contractual maturities of three months or less, which also, at times, may exceed federally insured limits. To date, the carrying values of the Company’s cash and cash equivalents approximate their fair values, and there have been no material losses in these accounts. |
Short-Term Investments | Short-Term Investments Short-term investments consist of certificates of deposit, U.S. Treasury securities or corporate bonds with maturities of more than 90 days but less than one year, all of which are designated as held-to-maturity investments and recorded at amortized cost, adjusted, as applicable, for amortization of premiums to maturity computed under the effective interest method, in the consolidated balance sheets. Amortization and interest income from held-to-maturity investments are included in interest expense, net, in the consolidated statements of operations. The Company’s objective with respect to these investments is to earn a higher rate of return on funds that are otherwise not anticipated to be required to meet liquidity needs in the near term while maintaining a low level of investment risk with the positive intent and ability to hold these investments to maturity. The Company reviews its investment portfolio for other-than-temporary impairment whenever events or changes in circumstances indicate 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. As of December 31, 2016 and 2015 , the Company held $16,541 and $23,976 , respectively, in short-term investments with no material unrealized gains or losses in these accounts in either year then ended. |
Accounts Receivable | Accounts Receivable Accounts receivable is stated at the amount billed to service providers, less an estimated allowance for doubtful accounts. The Company performs ongoing credit evaluations and generally requires no collateral from service providers. Management reviews individual accounts as they become past due to determine collectability. The Company’s allowance for doubtful accounts balance is adjusted periodically based on management’s consideration of past due accounts. Individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. |
Property, Equipment and Software | Property, Equipment and Software Assets recorded as property, equipment and software are stated at cost and depreciated over their respective estimated useful lives. The Company also capitalizes certain costs related to website and software acquisition and development for internal use, including internal labor costs incurred during development. Construction in progress is comprised of costs incurred related to the construction or development of property, equipment and software that is not ready for its intended use and therefore not yet placed in service. The Company’s estimated useful lives for property, equipment and software generally range from 3 to 25 years . Depreciation/amortization is computed using the straight-line method. Repairs and routine maintenance are charged to expense as incurred. In accordance with authoritative guidance, the Company begins to capitalize website and software development costs for internal use when planning and design efforts are successfully completed and development is ready to commence. Costs incurred during planning and design, together with costs incurred for training and maintenance, are expensed as incurred and recorded in product and technology expense within the consolidated statements of operations. The Company places capitalized website and software development assets into service and commences depreciation/amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized website and software development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized website and software development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. The Company also capitalized a portion of the interest on funds borrowed in relation to the development of the Company’s technology platform. The Company’s policy with respect to capitalized interest specifies that interest costs on eligible long-term internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such interest costs, is material. |
Goodwill | Goodwill Goodwill is not amortized and is instead reviewed for impairment, at a minimum, on an annual basis as of December 31, or more frequently should an event or circumstance occur that indicates the carrying amount of goodwill may be impaired. If goodwill is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the goodwill exceeds its fair market value. To date, no impairment of goodwill has been identified or recognized. |
Data Acquisition Costs | Data Acquisition Costs Data acquisition costs consist of external costs related to acquiring consumer reports on service providers. These reports are used by the Company to provide its members with feedback on service providers. Amortization is computed using the straight-line method over the period during which the information is expected to benefit the Company’s members, which is estimated to be three years. The capitalized costs are included in intangible assets in the consolidated balance sheets, and the amortized expense is reflected within operations and support expense in the consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, including property, equipment and software and amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the related asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair market value of the assets. Long-lived asset impairment charges were recorded during the second and fourth quarters of 2015 as discussed in further detail in Note 5, “Property, Equipment and Software,” of these Notes to Consolidated Financial Statements. |
Deferred Financing Fees | Deferred Financing Fees As a result of the Company’s entry into a new financing agreement in September 2014, the Company incurred financing costs that were capitalized as a deferred financing fee asset. As further discussed below, upon adoption of the guidance set forth under Accounting Standards Update No. 2015-03, effective January 1, 2016, the Company reclassified the deferred financing fees previously recorded in other noncurrent assets to net long-term debt in the consolidated balance sheets. The deferred financing fees contra liability is offsetting the gross term loan balance and is being amortized to interest expense on a straight-line basis over the term of the financing agreement. The Company’s long-term debt balance is reported net of the remaining unamortized deferred financing fees within the consolidated balance sheets. In connection with the extinguishment of the Company’s previous loan and security agreement during the course of the aforementioned financing transaction, the Company expensed the remaining unamortized portion of the capitalized deferred financing fees associated with the previous loan and security agreement in 2014, and the related amount was included in the loss on debt extinguishment within the consolidated statement of operations for the year ended December 31, 2014. |
Fees Paid to Lender | Fees Paid to Lender The Company incurred financing costs in the form of fees paid directly to the lender during the completion of its September 2014 debt financing transaction and in connection with the execution of the second amendment to the financing agreement in November 2016. In accordance with the applicable authoritative guidance, these fees were recorded as a contra liability, offsetting the gross term loan balance. The fees paid to lender contra liability is being amortized to interest expense on a straight-line basis over the term of the financing agreement. The Company’s long-term debt balance is reported net of the remaining unamortized fees paid to the lender within the consolidated balance sheets. |
Leases | Leases The Company leases office space pursuant to long-term non-cancellable operating leases expiring through 2021. Rent expense is recognized on a straight-line basis over the expected lease term. Certain of the Company’s leases contain provisions for tenant improvement allowances, which are recorded as a deferred rent liability and amortized over the term of the associated lease as an offset to rent expense each period. Leasehold improvements are capitalized to property, equipment and software and depreciated on a straight-line basis over the corresponding estimated useful lives. |
Sales Commissions | Sales Commissions Commissions expense from the sale of service provider advertisements is recognized ratably over the term of the associated advertisement. The Company defers the recognition of commission expense until such time as the revenue related to the contract for which the commission was paid is recognized. Deferred commissions for each contract are amortized to expense in a manner consistent with how revenue is recognized for each contract, resulting in straight-line recognition of expense over the contractual term. Unamortized commission expense of $8,869 and $8,573 as of December 31, 2016 and 2015 , respectively, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. |
Marketing Expense | Marketing Expense Marketing expense consists of national television, radio and print advertising as well as online digital advertising. The Company generally expenses advertising costs as incurred. The Company recorded advertising spend of $46,056 , $71,534 and $87,386 as a component of marketing expense in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense using the fair value measurement and recognition provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Stock Compensation . For awards of stock options, restricted stock units (“RSUs”) and certain performance awards of restricted stock units (“PRSUs”), the Company recognizes stock-based compensation expense over the requisite service period in an amount equal to the fair market value on the grant date of the respective award. For PRSUs granted subject to the Company’s performance in relation to predetermined performance conditions, the Company recognizes stock-based compensation expense over the vesting period based on the projected probability of achievement of the performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. The fair value of stock options is estimated at the date of grant using the Black-Scholes option-pricing model utilizing the historical weighted-average assumptions outlined in Note 11, “Stock-Based Compensation,” of these Notes to Consolidated Financial Statements. The fair value of RSUs, as well as PRSUs granted subject to the Company’s performance in relation to predetermined performance conditions, is based on the fair market value of the underlying stock on the date of grant. The fair value of PRSUs contingent upon the performance of the Company’s stock price in relation to certain predetermined thresholds is estimated as of the date of grant using a Monte Carlo option-pricing simulation model. Effective January 1, 2016, the Company began utilizing its own historical data for the volatility input to the calculation of the estimated fair value of stock option awards as there is now sufficient historical volatility data available to do so. Additionally, in connection with the adoption of ASU 2016-09 during the third quarter of 2016, the Company elected to commence accounting for forfeitures of share-based payment awards as they occur instead of recognizing stock-based compensation expense net of estimated forfeitures. |
Commitments and Contingencies, Policy [Policy Text Block] | Loss Contingencies The Company is involved in various lawsuits, claims, investigations and other legal and regulatory proceedings, both as a plaintiff and as a defendant, related to its business and operations. The Company records a liability when it is both probable a loss has been incurred and the amount can be reasonably estimated. If the Company determines a loss is possible and a range of loss can be reasonably estimated, the Company discloses the range of the possible loss in these Notes to Consolidated Financial Statements. Significant judgment is required to determine the probability or possibility, as well as the estimated amount, as applicable, of a loss contingency. On at least a quarterly basis, as necessary, the Company reviews and evaluates developments with respect to legal matters that could impact the amount of an associated liability previously accrued, as well as the related ranges of possible losses disclosed, and makes adjustments and changes as appropriate. |
Loss On Debt Extinguishment | Loss on Debt Extinguishment The penalties, additional interest and other fees and expenses incurred in connection with the prepayment of the Company’s previous debt facility in September 2014, together with the amounts related to the write-off of the previous deferred financing fees and recognition of the remaining interest expense under the previous debt facility, were included within the loss on debt extinguishment contained in the consolidated statement of operations for the year ended December 31, 2014. |
Sales and Use Tax | Sales and Use Tax Currently, the Company does not separately collect sales and use taxes from its members. Instead, the Company reports and, if applicable, pays sales and use taxes on behalf of its members in certain jurisdictions and records an accrual for sales and use tax based on probable liability within other applicable jurisdictions. |
Income Taxes | Income Taxes The Company is subject to corporate federal and state income taxes at prevailing corporate rates and accounts for income taxes and the related accounts using the asset and liability method in accordance with ASC 740, Income Taxes . Under this method, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between the book and tax basis of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted rates in effect for the years in which the differences are expected to reverse and recognizes the effect of a change in enacted rates in the period of enactment. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines a deferred tax asset is not likely to be realized, a valuation allowance is established against that asset to record it at its expected realizable value. The Company periodically reviews deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of 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 changed. The Company establishes assets and liabilities for uncertain positions taken or expected to be taken in income tax returns using a more-likely-than-not recognition threshold. The Company includes in income tax expense any interest and penalties related to uncertain tax positions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Adopted As of January 1, 2016, the Company adopted FASB Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , which set forth a requirement that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that liability, resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, amounting to $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. As of August 1, 2016, the Company adopted FASB Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplified several aspects of the accounting guidance for employee share-based payment transactions, including accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of operations when share-based payment awards vest or are settled. Upon adoption, the Company’s previously unrecognized excess tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance. Without the valuation allowance, the Company’s deferred tax asset would have increased by $2,406 . Additionally, under the new guidance, the Company elected to begin accounting for forfeitures of share-based payment awards as they occur in lieu of the previous practice of estimating the number of awards expected to be forfeited and adjusting the estimate when it was no longer probable that the corresponding service condition would be fulfilled. As ASU 2016-09 was adopted as of an interim date, the Company recorded a modified retrospective transition adjustment as of the beginning of 2016 during the third quarter to reflect an increase in stock-based compensation expense of $804 related to the forfeitures election. No changes in presentation or classification in the statement of cash flows were required in connection with the adoption of ASU 2016-09, and the Company is now allowing share withholding for taxes upon the vesting of RSUs and PRSUs in excess of the minimum statutory tax withholding requirements, as permitted by ASU 2016-09. Recent Accounting Pronouncements - Not Yet Adopted In January 2017, the FASB issued Accounting Standards Update No. 2017-04: Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The amendments in this update simplify the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for the Company in fiscal year 2020, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update No. 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in this update add to or clarify existing U.S. GAAP guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The guidance set forth in this update must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The Company is currently evaluating the impact of this update on the consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. 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 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. 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. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB’s transition resource group and clarify the new revenue standard’s core revenue recognition principles. In December 2016, the FASB issued Accounting Standards Update No. 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which clarified or corrected unintended application of certain aspects of the guidance set forth under ASU 2014-09. 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. The Company currently anticipates adopting the new revenue recognition standard effective January 1, 2018 utilizing the modified retrospective method of adoption. Accordingly, upon adoption, the Company currently anticipates recognizing the cumulative effect of adopting this guidance as an adjustment to the opening balance of the accumulated deficit within the consolidated balance sheet for the period of adoption, and prior periods will not be retrospectively adjusted. The Company identified the following revenue streams that will be further evaluated in detail based on the criteria established under the new revenue standard: membership revenue, service provider advertising revenue and service provider e-commerce revenue. The Company is still in the process of evaluating the impact of these updates on the consolidated financial statements and related disclosures. |
Description of Business, Basi22
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Allowance for Credit Losses on Financing Receivables | The changes in the Company’s allowance for doubtful accounts balances during the years ended December 31, 2016 , 2015 and 2014 were as follows: Year Ended December 31, 2016 2015 2014 Beginning balance $ 1,658 $ 1,651 $ 1,107 Additions, net of recoveries 7,404 5,746 5,028 Deductions (5,766 ) (5,739 ) (4,484 ) Ending balance $ 3,296 $ 1,658 $ 1,651 |
Net Income (Loss) Per Common 23
Net Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | The following table shows the calculation of the diluted weighted-average number of common shares outstanding: December 31, 2016 2015 2014 Weighted-average number of common shares outstanding — basic 58,860,152 58,520,546 58,510,106 Total dilutive effect of outstanding share-based payments — 262,343 — Weighted-average number of common shares outstanding — diluted 58,860,152 58,782,889 58,510,106 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding share-based payments were not included in the diluted net income (loss) per common share calculations as the impact would have been antidilutive for the periods presented: December 31, 2016 2015 2014 Stock options 6,817,996 6,477,872 5,438,897 Restricted stock units 1,699,053 1,128,826 — Performance awards of restricted stock units 3,087,949 778,829 — Shares to be purchased under employee stock purchase plan 2,829 — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016 and 2015 : Fair Value Measurement at December 31, 2016 Using Carrying Value at December 31, 2016 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 $ 2,419 $ 2,419 $ — $ — Investments: Certificates of deposit 13,840 — 13,837 — U.S. Treasury securities 2,701 — 2,702 — Total assets $ 18,960 $ 2,419 $ 16,539 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at December 31, 2015 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 Cu25
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Prepaid and deferred commissions $ 8,869 $ 8,573 Other prepaid expenses and current assets 8,133 10,453 Total prepaid expenses and other current assets $ 17,002 $ 19,026 |
Property, Equipment and Softw26
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, equipment and software was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Furniture and equipment $ 16,439 $ 14,179 Land 3,466 3,392 Buildings and improvements 20,768 19,035 Software 5,853 5,814 Capitalized website and software development costs 60,811 47,877 Total property, equipment and software 107,337 90,297 Less accumulated depreciation (24,623 ) (12,662 ) Total property, equipment and software, net $ 82,714 $ 77,635 |
Goodwill and Amortizable Inta27
Goodwill and Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Amortizable Intangible Assets | Amortizable intangible assets as of December 31, 2016 and 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) 2016 Member list $ 1,670 $ 951 $ 719 2.6 Content 140 140 — 0.0 Core technology 110 110 — 0.0 Data acquisition costs 1,333 850 483 1.1 Other intangible assets 300 283 17 0.2 Total amortizable intangible assets $ 3,553 $ 2,334 $ 1,219 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) 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) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Accrued sales commissions $ 1,469 $ 1,461 Sales and use tax 3,792 4,307 Accrued compensation 7,369 6,826 Uninvoiced accounts payable 4,333 2,384 Legal settlement accrual 2,601 — Other accrued liabilities 3,564 5,309 Total accrued liabilities $ 23,128 $ 20,287 |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net, was comprised of the following as of December 31, 2016 and 2015 : December 31, 2016 2015 Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,071 ) (1,462 ) Unamortized fees paid to lender (1,287 ) (904 ) Total debt, net 57,642 57,634 Less current maturities (1,500 ) (1,500 ) Total long-term debt, net $ 56,142 $ 56,134 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2016 , the estimated future minimum lease payments under long-term non-cancellable operating leases for each of the next five years and thereafter are as follows: 2017 $ 2,134 2018 2,093 2019 2,141 2020 736 2021 8 Thereafter — Total future minimum lease payments $ 7,112 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity under the Incentive Plan as of December 31, 2016 and 2015 and changes during the years then ended is as follows: Number of Shares Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Outstanding at December 31, 2014 5,438,897 $ 13.09 8.59 $ 21 Granted 3,026,780 6.30 Exercised (87,601 ) 7.70 Forfeited/Cancelled (1,900,204 ) 12.18 Outstanding at December 31, 2015 6,477,872 $ 10.26 8.24 $ 9,383 Granted 1,463,051 8.74 Exercised (268,931 ) 7.62 Forfeited/Cancelled (675,707 ) 9.26 Outstanding at December 31, 2016 6,996,285 $ 10.14 7.29 $ 4,469 |
Schedule of Share-based Compensation, Activity | Number of Shares Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Vested and Exercisable at December 31, 2015 2,211,094 $ 12.09 7.18 $ 1,345 Unvested at December 31, 2015 4,266,778 9.32 8.34 Vested and Exercisable at December 31, 2016 3,269,095 $ 11.57 6.12 $ 1,399 Unvested at December 31, 2016 3,727,190 8.89 7.61 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model, utilizing the following weighted-average assumptions for the years ended December 31, 2016 , 2015 and 2014 : Year of Grant Risk-Free Dividend Expected Volatility (in years) 2014 1.67% 0% 5.00 53.0% 2015 1.48% 0% 5.00 53.1% 2016 1.26% 0% 5.00 64.6% |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | A summary of RSU activity under the Incentive Plan for the years ended December 31, 2016 and 2015 and changes during the years then ended is as follows: RSUs Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — $ — Granted 1,440,645 6.06 Vested — — Forfeited/Cancelled (225,731 ) 6.54 Unvested at December 31, 2015 1,214,914 $ 5.97 Granted 1,823,767 8.50 Vested (434,619 ) 6.35 Forfeited/Cancelled (400,003 ) 7.74 Unvested at December 31, 2016 2,204,059 $ 7.66 |
Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block] | A summary of PRSU activity under the Incentive Plan for the years ended December 31, 2016 and 2015 and changes during the years then ended is as follows: PRSUs Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — $ — Granted 955,084 2.95 Vested — — Forfeited/Cancelled — — Unvested at December 31, 2015 955,084 $ — Granted 3,034,329 6.55 Vested (298,466 ) 3.68 Forfeited/Cancelled (286,256 ) 6.55 Unvested at December 31, 2016 3,404,691 $ 5.79 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 consisted of the following components: 2016 2015 2014 Current: U.S. federal $ — $ — $ — State 21 27 40 Total current 21 27 40 Deferred: U.S. federal $ 17 $ 17 $ 10 State 5 — 1 Total deferred 22 17 11 Provision for income taxes $ 43 $ 44 $ 51 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the Company’s effective tax rate for the years ended December 31, 2016 , 2015 and 2014 is as follows: 2016 2015 2014 U.S. federal income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 9.1 % (1.3 )% (0.5 )% Valuation allowance (41.0 )% (29.7 )% (20.1 )% Stock-based compensation 6.3 % 15.6 % (9.4 )% Research and development credits 1.0 % (16.4 )% — % Internal Revenue Code Section 162(m) (8.3 )% — % — % Other (1.7 )% (1.8 )% (4.4 )% Effective income tax rate (0.6 )% 0.4 % (0.4 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows: 2016 2015 Deferred tax assets: Deferred revenue $ 27,239 $ 34,177 Intangibles - other 9,210 10,088 Net operating loss carryforwards 62,033 50,885 Stock-based compensation 8,529 5,301 Research and development credits 2,864 2,556 Other 5,341 3,756 Total deferred tax assets 115,216 106,763 Valuation allowance (89,854 ) (84,035 ) Total net deferred tax assets 25,362 22,728 Deferred tax liabilities: Prepaid expenses $ (4,022 ) $ (3,853 ) Property, equipment and software (21,340 ) (18,875 ) Goodwill (220 ) (198 ) Total net deferred tax liabilities (25,582 ) (22,926 ) Total net deferred tax liability $ (220 ) $ (198 ) |
Quarterly Financial Informati33
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The tables below set forth selected quarterly financial data for each of the last two fiscal years. Fiscal Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited) (unaudited) (unaudited) (unaudited) Total revenue $ 83,856 $ 83,060 $ 79,745 $ 76,668 Operating income (loss) (4,019 ) 6,015 (15,380 ) 10,290 Net income (loss) (4,642 ) 4,657 (16,820 ) 8,948 Net income (loss) per common share — basic (0.08 ) 0.08 (0.29 ) 0.15 Net income (loss) per common share — diluted (0.08 ) 0.08 (0.29 ) 0.15 Fiscal Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (unaudited) (unaudited) (unaudited) (unaudited) Total revenue $ 83,543 $ 87,335 $ 86,992 $ 86,255 Operating income (loss) 5,282 (7,556 ) 775 14,757 Net income (loss) 4,360 (8,349 ) 82 14,150 Net income (loss) per common share — basic 0.07 (0.14 ) 0.00 0.24 Net income (loss) per common share — diluted 0.07 (0.14 ) 0.00 0.24 |
Description of Business, Basi34
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jul. 31, 2016USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Debt Issuance Costs, Net | $ 1,071 | $ 1,462 | ||
Advertising Expense | 46,056 | 71,534 | $ 87,386 | |
Prepaid and deferred commissions | $ 8,869 | 8,573 | ||
Number of Operating Segments | segment | 1 | |||
Short-term investments | $ 16,541 | 23,976 | ||
Operating income (loss) | $ 4,720 | 2,971 | $ 1,203 | |
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 25 years | |||
Interest Costs Capitalized [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Construction in Progress | 3,570 | |||
Accounting Standards Update 2015-03 [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Debt Issuance Costs, Net | $ 1,462 | |||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2016-09 [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 804 | |||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Pro Forma [Member] | Accounting Standards Update 2016-09 [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Deferred Tax Assets, Net | $ 2,406 |
Description of Business, Basi35
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - The Changes in the Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 1,658 | $ 1,651 | $ 1,107 |
Additions, net of recoveries | 7,404 | 5,746 | 5,028 |
Deductions | (5,766) | (5,739) | (4,484) |
Ending balance | $ 3,296 | $ 1,658 | $ 1,651 |
Net Income (Loss) Per Common 36
Net Income (Loss) Per Common Share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) per common share — basic | $ 0.15 | $ (0.29) | $ 0.08 | $ (0.08) | $ 0.24 | $ 0 | $ (0.14) | $ 0.07 | $ (0.13) | $ 0.18 | $ (0.21) |
Net income (loss) per common share — diluted | $ 0.15 | $ (0.29) | $ 0.08 | $ (0.08) | $ 0.24 | $ 0 | $ (0.14) | $ 0.07 | $ (0.13) | $ 0.17 | $ (0.21) |
Weighted-average number of common shares outstanding — basic | 58,860,152 | 58,520,546 | 58,510,106 | ||||||||
Total dilutive effect of outstanding share-based payments | 0 | 262,343 | 0 | ||||||||
Weighted-average number of common shares outstanding — diluted | 58,860,152 | 58,782,889 | 58,510,106 |
Net Income (Loss) Per Common 37
Net Income (Loss) Per Common Share (Details) - Antidilutive Securities - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options | 6,817,996 | 6,477,872 | 5,438,897 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options | 1,699,053 | 1,128,826 | 0 |
Performance Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options | 3,087,949 | 778,829 | 0 |
Employee Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options | 2,829 | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Summary of the Financial Instruments of the Company at Fair Value - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements (Details) - Summary of the Financial Instruments of the Company at Fair Value [Line Items] | |||
Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities | $ 0 | $ 0 | $ 0 |
Cash equivalents: | |||
Carrying Value | 18,960 | 24,946 | |
US Treasury Securities [Member] | |||
Cash equivalents: | |||
Carrying Value | 2,701 | 3,652 | |
Certificates of Deposit [Member] | |||
Cash equivalents: | |||
Carrying Value | 13,840 | 19,310 | |
Corporate Bond Securities [Member] | |||
Cash equivalents: | |||
Carrying Value | 1,014 | ||
Money Market Funds [Member] | |||
Cash equivalents: | |||
Carrying Value | 2,419 | 970 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Cash equivalents: | |||
Fair Value | 2,419 | 970 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Treasury Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of Deposit [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate Bond Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Fair Value | 2,419 | 970 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Cash equivalents: | |||
Fair Value | 16,539 | 23,954 | |
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 2,702 | 3,649 | |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member] | |||
Cash equivalents: | |||
Fair Value | 13,837 | 19,292 | |
Significant Other Observable Inputs (Level 2) [Member] | Corporate Bond Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 1,013 | ||
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Certificates of Deposit [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Corporate Bond Securities [Member] | |||
Cash equivalents: | |||
Fair Value | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Fair Value | $ 0 | $ 0 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets (Details) - Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid and deferred commissions | $ 8,869 | $ 8,573 |
Other prepaid expenses and current assets | 8,133 | 10,453 |
Total prepaid expenses and other current assets | $ 17,002 | $ 19,026 |
Property, Equipment and Softw40
Property, Equipment and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation Expense | $ 4,138 | $ 3,257 | $ 2,491 | ||
Computer Software Amortization Expense | 8,048 | 1,903 | 1,356 | ||
Non-cash long-lived asset impairment charge | $ 892 | $ 686 | 0 | 1,578 | $ 1,778 |
Construction in Progress [Member] | |||||
Construction in Progress | 47,798 | 3,262 | 47,798 | ||
Software Development [Member] | |||||
Construction in Progress | 45,096 | 2,211 | 45,096 | ||
Interest Costs Capitalized [Member] | |||||
Construction in Progress | 3,570 | 3,570 | |||
Software1 [Member] | |||||
Construction in Progress | 883 | 883 | |||
Building and Building Improvements [Member] | |||||
Construction in Progress | 802 | 870 | 802 | ||
Furniture and Fixtures [Member] | |||||
Construction in Progress | $ 1,017 | $ 181 | $ 1,017 |
Property, Equipment and Softw41
Property, Equipment and Software (Details) - Property, Equipment and Software - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Non-cash long-lived asset impairment charge | $ 892 | $ 686 | $ 0 | $ 1,578 | $ 1,778 |
Total property, equipment and software | 90,297 | 107,337 | 90,297 | ||
Less accumulated depreciation | (12,662) | (24,623) | (12,662) | ||
Total property, equipment and software, net | 77,635 | 82,714 | 77,635 | ||
Furniture and Fixtures [Member] | |||||
Construction in Progress | 1,017 | 181 | 1,017 | ||
Total property, equipment and software | 14,179 | 16,439 | 14,179 | ||
Land [Member] | |||||
Total property, equipment and software | 3,392 | 3,466 | 3,392 | ||
Building and Building Improvements [Member] | |||||
Construction in Progress | 802 | 870 | 802 | ||
Total property, equipment and software | 19,035 | 20,768 | 19,035 | ||
Software1 [Member] | |||||
Construction in Progress | 883 | 883 | |||
Total property, equipment and software | 5,814 | 5,853 | 5,814 | ||
Software Development [Member] | |||||
Construction in Progress | 45,096 | 2,211 | 45,096 | ||
Total property, equipment and software | 47,877 | $ 60,811 | 47,877 | ||
Interest Costs Capitalized [Member] | |||||
Construction in Progress | $ 3,570 | $ 3,570 |
Goodwill and Amortizable Inta42
Goodwill and Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Amortizable Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 3,553 | $ 4,140 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,334 | 2,129 | |
Finite-Lived Intangible Assets, Net | 1,219 | 2,011 | |
Goodwill Acquired | 1,145 | 1,145 | |
Amortization of Intangible Assets | 962 | 1,242 | $ 1,729 |
2,015 | 621 | ||
2,016 | 418 | ||
2,017 | 180 | ||
2,018 | 0 | ||
2,019 | 0 | ||
Other Intangible Assets [Member] | |||
Goodwill and Amortizable Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 300 | 300 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 283 | 183 | |
Finite-Lived Intangible Assets, Net | $ 17 | $ 117 | |
Weighted-Average Remaining Amortization Period (in years) | 73 days | 1 year 73 days | |
Member List [Member] | |||
Goodwill and Amortizable Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,670 | $ 1,670 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 951 | 673 | |
Finite-Lived Intangible Assets, Net | $ 719 | $ 997 | |
Weighted-Average Remaining Amortization Period (in years) | 2 years 219 days | 3 years 219 days | |
Finite-Lived Intangible Asset, Useful Life | 6 years | 6 years | |
Finite-Lived Intangible Assets [Member] | |||
Goodwill and Amortizable Intangible Assets (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Goodwill and Amortizable Inta43
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,553 | $ 4,140 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,334 | 2,129 |
Net | 1,219 | 2,011 |
Member List [Member] | ||
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,670 | 1,670 |
Finite-Lived Intangible Assets, Accumulated Amortization | 951 | 673 |
Net | $ 719 | $ 997 |
Weighted-Average Remaining Amortization Period (in years) | 2 years 219 days | 3 years 219 days |
Content [Member] | ||
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 140 | $ 140 |
Finite-Lived Intangible Assets, Accumulated Amortization | 140 | 113 |
Net | $ 0 | $ 27 |
Weighted-Average Remaining Amortization Period (in years) | 0 days | 219 days |
Core Technology [Member] | ||
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 110 | $ 110 |
Finite-Lived Intangible Assets, Accumulated Amortization | 110 | 88 |
Net | $ 0 | $ 22 |
Weighted-Average Remaining Amortization Period (in years) | 0 days | 219 days |
Data Acquisition Costs [Member] | ||
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,333 | $ 1,920 |
Finite-Lived Intangible Assets, Accumulated Amortization | 850 | 1,072 |
Net | $ 483 | $ 848 |
Weighted-Average Remaining Amortization Period (in years) | 1 year 36 days | 1 year 183 days |
Other Intangible Assets [Member] | ||
Goodwill and Amortizable Intangible Assets (Details) - Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 300 | $ 300 |
Finite-Lived Intangible Assets, Accumulated Amortization | 283 | 183 |
Net | $ 17 | $ 117 |
Weighted-Average Remaining Amortization Period (in years) | 73 days | 1 year 73 days |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued sales commissions | $ 1,469 | $ 1,461 |
Sales and use tax | 3,792 | 4,307 |
Accrued compensation | 7,369 | 6,826 |
Uninvoiced accounts payable | 4,333 | 2,384 |
Legal settlement accrual | 2,601 | 0 |
Other accrued liabilities | 3,564 | 5,309 |
Total accrued liabilities | $ 23,128 | $ 20,287 |
Debt and Credit Arrangements (D
Debt and Credit Arrangements (Details) - Debt - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Term loan | $ 60,000 | $ 60,000 |
Unamortized deferred financing fees | (1,071) | (1,462) |
Unamortized fees paid to lender | (1,287) | (904) |
Total debt, net | 57,642 | 57,634 |
Less current maturities | (1,500) | (1,500) |
Total long-term debt, net | $ 56,142 | $ 56,134 |
Debt and Credit Arrangements 46
Debt and Credit Arrangements (Details) - USD ($) | Nov. 01, 2016 | Jun. 10, 2016 | Sep. 26, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Long-term debt, net | $ 57,642,000 | $ 57,634,000 | ||||
Debt Issuance Costs, Net | 1,071,000 | 1,462,000 | ||||
Fees Paid to Lender | 1,287,000 | $ 904,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 1,500,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 3,000,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 55,500,000 | |||||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Covenant, Minimum Required Liquidity | $ 30,000,000 | $ 10,000,000 | ||||
Percent of Excess Cash Flow to be Used for Loan Prepayment | 50.00% | |||||
Delayed Draw Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Term Loan | $ 25,000,000 | |||||
Percent of Funded Amount | 1.25% | |||||
Commitment Fee Percentage | 0.75% | |||||
Unused Borrowing Capacity | $ 25,000,000 | |||||
Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Term Loan | $ 60,000,000 | |||||
Debt Instrument, Interest Rate Threshold, Qualified Cash | $ 20,000,000 | |||||
Periodic Principal Payments | $ 750,000 | |||||
Debt Instrument Prepayment Premium | 1.00% | |||||
Debt Issuance Costs, Net | 1,071,000 | |||||
Fees Paid to Lender | $ 1,287,000 | |||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||||
Term Loan [Member] | Prime Rate [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
Tranche Four [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 30,000,000 | |||||
Tranche Four [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 6.50% | |||||
Tranche Four [Member] | Term Loan [Member] | Prime Rate [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 5.50% | |||||
Tranche Three [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Minimum [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 25,000,000 | |||||
Tranche Three [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Maximum [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 30,000,000 | |||||
Tranche Three [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 7.50% | |||||
Tranche Three [Member] | Term Loan [Member] | Prime Rate [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 6.50% | |||||
Tranche Two [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Minimum [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 20,000,000 | |||||
Tranche Two [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Maximum [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 25,000,000 | |||||
Tranche Two [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 8.50% | |||||
Tranche Two [Member] | Term Loan [Member] | Prime Rate [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 7.50% | |||||
Tranche One [Member] | Term Loan [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Debt Instrument, Interest Rate Threshold, Consolidated EBITDA | $ 20,000,000 | |||||
Tranche One [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 9.50% | |||||
Tranche One [Member] | Term Loan [Member] | Prime Rate [Member] | Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||||
Debt and Credit Arrangements (Details) [Line Items] | ||||||
Basis Spread on Variable Rate | 8.50% |
Commitments and Contingencies47
Commitments and Contingencies (Details) - USD ($) | Apr. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 |
Commitments and Contingencies (Details) [Line Items] | ||||||
Rent Expense for Operating Leases | $ 1,892,000 | $ 1,997,000 | $ 1,643,000 | |||
Legal settlement accrual | $ 2,601,000 | 2,601,000 | $ 0 | |||
Moore v. Angie's List [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Amount | $ 2,350,000 | |||||
Litigation Settlement, Optional Free Membership Period | 4 months | |||||
Legal settlement accrual | 2,601 | 2,601 | $ 3,500,000 | |||
Scenario, Adjustment [Member] | Moore v. Angie's List [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Legal settlement accrual | 671,000 | $ 671,000 | ||||
Decrease in contingent legal liability | $ (671,000) |
Commitments and Contingencies48
Commitments and Contingencies (Details) - Future Minimum Lease Payments Required Under Long-Term Noncancellable Operating Leases $ in Thousands | Dec. 31, 2016USD ($) |
Future Minimum Lease Payments Required Under Long-Term Noncancellable Operating Leases [Abstract] | |
2,017 | $ 2,134 |
2,018 | 2,093 |
2,019 | 2,141 |
2,020 | 736 |
2,021 | 8 |
Thereafter | 0 |
Total future minimum lease payments | $ 7,112 |
Profit-Sharing Plan (Details)
Profit-Sharing Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | 3.00% | 3.00% |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 3,159 | $ 2,881 | $ 2,211 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Sep. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Apr. 28, 2016 | Aug. 31, 2011 |
Stock-Based Compensation (Details) [Line Items] | ||||||||
Number of Shares Authorized (in Shares) | 19,609,325 | 5,090,496 | ||||||
Common Stock Reserved for Future Issuance (in Shares) | 16,621,491 | |||||||
Number of Shares Available for Grant (in Shares) | 1,213,290 | |||||||
Contractual term of grant | 10 years | |||||||
Weighted Average Grant Date Fair Value (in Dollars per share) | $ 4.76 | $ 2.95 | $ 5.12 | |||||
Intrinsic Value of Options Exercised in Period | $ 428 | $ 133 | $ 456 | |||||
Non Vested Options [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Allocated Share-based Compensation Expense | $ 8,114 | 7,321 | 7,889 | |||||
Compensation Cost Not yet Recognized | $ 11,559 | |||||||
Period for Recognition of Compensation Cost Not yet Recognized | 2 years 110 days | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Allocated Share-based Compensation Expense | $ 4,756 | $ 973 | $ 0 | |||||
Compensation Cost Not yet Recognized | $ 13,922 | |||||||
Period for Recognition of Compensation Cost Not yet Recognized | 3 years 18 days | |||||||
Granted (shares) | 1,823,767 | 1,440,645 | ||||||
Granted (shares) | 2,204,059 | 1,214,914 | 0 | |||||
Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Contractual term of grant | 33 months | |||||||
Allocated Share-based Compensation Expense | $ 1,685 | $ 581 | $ 0 | |||||
Compensation Cost Not yet Recognized | $ 552 | |||||||
Period for Recognition of Compensation Cost Not yet Recognized | 339 days | |||||||
Granted (shares) | 3,034,329 | 955,084 | 3,034,329 | 955,084 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | four | |||||||
Granted (shares) | 3,404,691 | 955,084 | 0 | |||||
Employee Stock [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Number of Shares Authorized (in Shares) | 1,755,500 | |||||||
Number of Shares Available for Grant (in Shares) | 1,686,777 | |||||||
Allocated Share-based Compensation Expense | $ 189 | |||||||
ESPP, maximum employee subscription rate (percent) | 15.00% | |||||||
ESPP offering period | 6 months | |||||||
ESPP, purchase price of common stock (percent) | 90.00% | |||||||
Shares purchased by employees under the ESPP (shares) | 68,723 | |||||||
ESPP price per share (in Dollars per share) | $ 6.93 | |||||||
2016 LTIP [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 0 | |||||||
Granted (shares) | 2,748,073 | |||||||
Threshold achievement level (percent) | 75.00% | |||||||
Minimum [Member] | 2016 LTIP [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Target shares issuable (percent) | 0.00% | |||||||
Maximum [Member] | 2016 LTIP [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Target shares issuable (percent) | 200.00% | |||||||
PRSU's Earned Prior to 1st Anniversary Date [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting (percent) | 50.00% | |||||||
PRSU's Earned Ratably Over 1 Year Period after 1st Anniversary Date [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
Award vesting (percent) | 50.00% | |||||||
PRSU's Earned upon Achievement of Corresponding Stock Price Target [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting (percent) | 50.00% | |||||||
PRSU's Earned Ratable Over 1 Year after Achievement of Corresponding Stock Price Target [Member] | Performance Shares [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
Award vesting (percent) | 50.00% |
Stock-Based Compensation (Det51
Stock-Based Compensation (Details) - Summary of Stock Option Activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, number of shares, beginning balance | 6,477,872 | 5,438,897 | |
Granted, number of shares | 1,463,051 | 3,026,780 | |
Exercised, number of shares | (268,931) | (87,601) | |
Cancelled, number of shares | (675,707) | (1,900,204) | |
Outstanding, number of shares, ending balance | 6,996,285 | 6,477,872 | 5,438,897 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, weighted-average price/share, beginning balance (in Dollars per share) | $ 10.26 | $ 13.09 | |
Granted, weighted-average price/share (in Dollars per share) | 8.74 | 6.30 | |
Exercised, weighted-average price/share (in Dollars per share) | 7.62 | 7.70 | |
Cancelled, weighted-average price/share (in Dollars per share) | (9.26) | (12.18) | |
Outstanding, weighted-average price/share, ending balance (in Dollars per share) | $ 10.14 | $ 10.26 | $ 13.09 |
Outstanding, weighted average remaining contractual term | 7 years 106 days | 8 years 88 days | 8 years 215 days |
Outstanding, aggregate intrinsic value (in Dollars) | $ 4,469 | $ 9,383 | $ 21 |
Stock-Based Compensation (Det52
Stock-Based Compensation (Details) - Summary of Vested and Exercisable and Unvested Shares - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested and exercisable (shares) | 3,269,095 | 2,211,094 | |
Unvested at year end (shares) | 3,727,190 | 4,266,778 | |
Vested and exercisable, weighted-average price/share (in Dollars per share) | $ 11.57 | $ 12.09 | |
Unvested (in Dollars per share) | $ 10.14 | $ 10.26 | $ 13.09 |
Weighted average remaining contractual term, vested | 6 years 44 days | 7 years 66 days | |
Weighted average remaining contractual term, unvested | 7 years 106 days | 8 years 88 days | 8 years 215 days |
Vested and exercisable, aggregate intrinsic value (in Dollars) | $ 1,399 | $ 1,345 | |
Non Vested Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested (in Dollars per share) | $ 8.89 | $ 9.32 | |
Weighted average remaining contractual term, unvested | 7 years 223 days | 8 years 124 days |
Stock-Based Compensation (Det53
Stock-Based Compensation (Details) - Stock Option Valuation Assumptions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-Free Interest Rate | 1.26% | 1.48% | 1.67% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Expected Term | 5 years | 5 years | 5 years |
Volatility Factor | 64.60% | 53.10% | 53.00% |
Stock-Based Compensation Stock-
Stock-Based Compensation Stock-Based Compensation (Details) - Summary of Restricted Stock Unit Activity - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Unvested, beginning (shares) | 1,214,914 | 0 | |
Granted (shares) | 1,823,767 | 1,440,645 | |
Vested (shares) | (434,619) | 0 | |
Forfeited/Cancelled (shares) | (400,003) | (225,731) | |
Unvested shares, ending (shares) | 2,204,059 | 1,214,914 | |
Unvested, beginning (in USD per share) | $ 7.66 | $ 5.97 | $ 0 |
Granted (in USD per share) | 8.50 | 6.06 | |
Vested (in USD per share) | 6.35 | 0 | |
Forfeited/Cancelled (in USD per share) | 7.74 | 6.54 | |
Unvested, ending (in USD per share) | $ 7.66 | $ 5.97 | $ 0 |
Stock-Based Compensation Stoc55
Stock-Based Compensation Stock-Based Compensation (Details) - Summary of Performance Awards of Restricted Stock Units Activity - Performance Shares [Member] - $ / shares | Jun. 29, 2016 | Sep. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Unvested, beginning (shares) | 955,084 | 0 | |||
Granted (shares) | 3,034,329 | 955,084 | 3,034,329 | 955,084 | |
Vested (shares) | (298,466) | 0 | |||
Forfeited/Cancelled (shares) | (286,256) | 0 | |||
Unvested shares, ending (shares) | 3,404,691 | 955,084 | |||
Unvested, beginning (in USD per share) | $ 5.79 | $ 0 | $ 0 | ||
Granted (in USD per share) | 6.55 | 2.95 | |||
Vested (in USD per share) | 3.68 | 0 | |||
Forfeited/Cancelled (in USD per share) | 6.55 | 0 | |||
Unvested, ending (in USD per share) | $ 5.79 | $ 0 | $ 0 |
Treasury Stock (Details)
Treasury Stock (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Treasury Stock (Details) [Line Items] | ||
Treasury Stock | 8,558,712 | 8,558,712 |
Wholly-Owned Subsidiary [Member] | ||
Treasury Stock (Details) [Line Items] | ||
Treasury Stock | 5,743,744 | 5,743,744 |
Income Taxes (Details) - The Co
Income Taxes (Details) - The Components of Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S. federal | $ 0 | $ 0 | $ 0 |
State | 21 | 27 | 40 |
Total current | 21 | 27 | 40 |
Deferred: | |||
U.S. federal | 17 | 17 | 10 |
State | 5 | 0 | 1 |
Total deferred | 22 | 17 | 11 |
Provision for income taxes | $ 43 | $ 44 | $ 51 |
Income Taxes (Details) - The Re
Income Taxes (Details) - The Reconciliation of Income Tax Expense Computed at the Federal Statutory Rate to the Company’s Effective Rax Rate | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | 9.10% | (1.30%) | (0.50%) |
Valuation allowance | (41.00%) | (29.70%) | (20.10%) |
Stock-based compensation | 6.30% | 15.60% | (9.40%) |
Research and development credits | (1.00%) | 16.40% | (0.00%) |
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | (8.30%) | 0.00% | 0.00% |
Other | (1.70%) | (1.80%) | (4.40%) |
Effective income tax rate | (0.60%) | 0.40% | (0.40%) |
Income Taxes (Details) - Deferr
Income Taxes (Details) - Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current: | ||
Deferred revenue | $ 27,239 | $ 34,177 |
Noncurrent: | ||
Intangibles - other | 9,210 | 10,088 |
Net operating loss carryforwards | 62,033 | 50,885 |
Stock-based compensation | 8,529 | 5,301 |
Research and development credits | 2,864 | 2,556 |
Other | 5,341 | 3,756 |
Total deferred tax assets | 115,216 | 106,763 |
Valuation allowance | (89,854) | (84,035) |
Total net deferred tax assets | 25,362 | 22,728 |
Current: | ||
Prepaid expenses | (4,022) | (3,853) |
Noncurrent: | ||
Property, equipment and software | (21,340) | (18,875) |
Goodwill | (220) | (198) |
Total net deferred tax liabilities | (25,582) | (22,926) |
Total net deferred tax liability | $ (220) | $ (198) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes (Details) [Line Items] | ||
Unrecognized Tax Benefits | $ 0 | $ 0 |
Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | 159,329 | |
State [Member] | ||
Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $ 210,891 |
Quarterly Financial Informati61
Quarterly Financial Information (Unaudited) (Details) - Selected Quarterly Financial Data - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total revenue | $ 76,668,000 | $ 79,745,000 | $ 83,060,000 | $ 83,856,000 | $ 86,255,000 | $ 86,992,000 | $ 87,335,000 | $ 83,543,000 | $ 323,329,000 | $ 344,125,000 | $ 315,011,000 |
Operating income (loss) | 10,290,000 | (15,380,000) | 6,015,000 | (4,019,000) | 14,757,000 | 775,000 | (7,556,000) | 5,282,000 | (3,094,000) | 13,258,000 | (10,362,000) |
Net income (loss) | $ 8,948,000 | $ (16,820,000) | $ 4,657,000 | $ (4,642,000) | $ 14,150,000 | $ 82,000 | $ (8,349,000) | $ 4,360,000 | $ (7,857,000) | $ 10,243,000 | $ (12,074,000) |
Net income (loss) per common share — basic | $ 0.15 | $ (0.29) | $ 0.08 | $ (0.08) | $ 0.24 | $ 0 | $ (0.14) | $ 0.07 | $ (0.13) | $ 0.18 | $ (0.21) |
Net income (loss) per common share — diluted | $ 0.15 | $ (0.29) | $ 0.08 | $ (0.08) | $ 0.24 | $ 0 | $ (0.14) | $ 0.07 | $ (0.13) | $ 0.17 | $ (0.21) |
Estimated Litigation Liability, Current | $ 2,601,000 | $ 0 | $ 2,601,000 | $ 0 | |||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 58,883,623 | ||||||||||
Net income (loss) per common share — basic and diluted | $ (0.29) | ||||||||||
Non-cash long-lived asset impairment charge | $ 892,000 | $ 686,000 | 0 | $ 1,578,000 | $ 1,778,000 | ||||||
Moore v. Angie's List [Member] | |||||||||||
Estimated Litigation Liability, Current | 2,601 | $ 3,500,000 | 2,601 | ||||||||
Scenario, Adjustment [Member] | Moore v. Angie's List [Member] | |||||||||||
Estimated Litigation Liability, Current | $ 671,000 | $ 671,000 | |||||||||
Accounting Standards Update 2016-09 [Member] | |||||||||||
Quarterly Financial Information, Quarterly Charges and Credits, Amount Reconciling to Previously Reported Results | $ 140,000 | $ 638,000 | |||||||||
Previously Incorrectly Reported [Member] | |||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 59,495,592 | ||||||||||
Net income (loss) per common share — basic and diluted | $ (0.28) |