Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 23, 2013 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Angie's List, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 58,422,542 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1491778 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 30-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited Current Period) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $41,609 | $42,638 |
Restricted cash | 50 | 50 |
Short-term investments | 20,972 | 10,460 |
Accounts receivable, net of allowance for doubtful accounts of $1,050 and $922 at September 30, 2013 and December 31, 2012 | 10,636 | 7,787 |
Prepaid expenses and other current assets | 15,000 | 19,810 |
Total current assets | 88,267 | 80,745 |
Property and equipment, net | 16,003 | 12,079 |
Goodwill | 1,145 | 415 |
Amortizable intangible assets, net | 3,864 | 2,356 |
Deferred financing fees, net | 456 | 634 |
Total assets | 109,735 | 96,229 |
Liabilities and stockholders’ equity (deficit) | ||
Accounts payable | 3,814 | 6,489 |
Accrued liabilities | 35,481 | 14,058 |
Total current liabilities | 112,422 | 71,334 |
Long-term debt, including accrued interest | 14,906 | 14,869 |
Deferred income taxes | 163 | 163 |
Total liabilities | 132,766 | 90,910 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2013 and December 31, 2012 | ||
Common stock, $0.001 par value: 300,000,000 shares authorized, 66,974,754 and 66,425,988 shares issued and 58,416,042 and 57,867,276 shares outstanding at September 30, 2013 and December 31, 2012, respectively | 67 | 66 |
Additional paid-in-capital | 255,767 | 248,326 |
Treasury stock, at cost: 8,558,712 shares of common stock at September 30, 2013 and December 31, 2012 | -23,719 | -23,719 |
Accumulated deficit | -255,146 | -219,354 |
Total stockholders’ equity (deficit) | -23,031 | 5,319 |
Total liabilities and stockholders’ equity (deficit) | 109,735 | 96,229 |
Deferred membership revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue, current | 37,563 | 27,627 |
Deferred revenue, noncurrent | 4,888 | 4,330 |
Deferred advertising revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue, current | 35,564 | 23,160 |
Deferred revenue, noncurrent | $387 | $214 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited Current Period) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts (in Dollars) | $1,050 | $922 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
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) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 66,974,754 | 66,425,988 |
Common stock, shares outstanding | 58,416,042 | 57,867,276 |
Treasury stock, at cost, shares of common stock | 8,558,712 | 8,558,712 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | ||||
Membership | $17,050 | $12,769 | $47,598 | $34,036 |
Service provider | 48,450 | 29,253 | 129,288 | 75,584 |
Total revenue | 65,500 | 42,022 | 176,886 | 109,620 |
Operating expenses | ||||
Operations and support | 11,016 | 7,140 | 29,418 | 19,631 |
Selling | 23,960 | 16,240 | 65,582 | 42,974 |
Marketing | 28,189 | 26,088 | 75,870 | 71,316 |
Technology | 6,942 | 4,905 | 19,349 | 12,223 |
General and administrative | 8,421 | 5,669 | 21,019 | 17,420 |
Operating loss | -13,028 | -18,020 | -34,352 | -53,944 |
Interest expense, net | 468 | 467 | 1,395 | 1,380 |
Loss before income taxes | -13,496 | -18,487 | -35,747 | -55,324 |
Income tax expense | 15 | 45 | ||
Net loss | ($13,511) | ($18,487) | ($35,792) | ($55,324) |
Net loss per common share—basic and diluted (in Dollars per share) | ($0.23) | ($0.32) | ($0.62) | ($0.96) |
Weighted average number of common shares outstanding—basic and diluted (in Shares) | 58,389,311 | 57,768,777 | 58,164,232 | 57,369,674 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities | ||
Net loss | ($35,792) | ($55,324) |
Depreciation and amortization | 2,874 | 1,960 |
Amortization of debt discount, deferred financing fees and bond premiums | 420 | 209 |
Noncash compensation expense | 2,666 | 2,213 |
Accounts receivable | -2,849 | -3,353 |
Prepaid expenses and other current assets | 4,810 | -7,994 |
Accounts payable | -3,175 | 4,152 |
Accrued liabilities | 21,423 | 12,601 |
Net cash provided by (used in) operating activities | 13,448 | -27,797 |
Investing activities | ||
Restricted cash | 250 | |
Purchase of short-term investments | -27,572 | |
Sale of short-term investments | 16,855 | |
Acquisition of business assets | -2,150 | |
Property and equipment | -5,685 | -2,583 |
Data acquisition costs | -701 | -1,968 |
Net cash used in investing activities | -19,253 | -4,301 |
Financing activities | ||
Sale of common stock, net of costs | 8,627 | |
Proceeds from exercise of stock options | 4,776 | 361 |
Net cash provided by financing activities | 4,776 | 8,988 |
Net decrease in cash and cash equivalents | -1,029 | -23,110 |
Cash and cash equivalents, beginning of period | 42,638 | 88,607 |
Cash and cash equivalents, end of period | 41,609 | 65,497 |
Deferred advertising revenue [Member] | ||
Operating activities | ||
Deferred revenue | 12,577 | 6,540 |
Deferred membership revenue [Member] | ||
Operating activities | ||
Deferred revenue | $10,494 | $11,199 |
Note_1_Summary_of_Significant_
Note 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. Summary of Significant Accounting Policies |
Nature of Operations and Reorganization | |
Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”) operates a consumer-driven service for its members to research, hire, rate and review local professionals for critical needs, such as home, health care and automotive services. Ratings and reviews, which are available only to the Company’s members, help its members to find the best provider for their local service needs. Membership subscriptions are sold on a monthly, annual and multi-year basis. The consumer rating network “Angie’s List” is maintained and updated based on member feedback. The Company also sells advertising in its monthly publication, on its website, and through its call center to service providers that meet certain rating criteria. The Company’s services are provided in metropolitan areas located across the continental United States. | |
The accompanying unaudited Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The Company is subject to seasonal patterns that generally affect its business. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, but management does not believe such differences will materially affect Angie’s List, Inc.’s financial position or results of operations. The Consolidated Financial Statements reflect all adjustments considered, in the opinion of management, necessary to fairly present the results for the periods. Such adjustments are of a normal recurring nature. | |
For further information, including the Company’s significant accounting policies, refer to the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2012. As used herein, the terms “Angie’s List”, “Company”, “we”, “our” and “us” mean Angie’s List, Inc. and its consolidated subsidiaries. | |
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 have been eliminated in consolidation. | |
Revenue Recognition and Deferred Revenue | |
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 the 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 recognized ratably over the term of the associated subscription. | |
At the time a member joins, the Company may receive a one-time nonrefundable enrollment fee. Enrollment fees are deferred and recognized on a straight-line basis over an estimated average membership life of 76 months for annual or multi-year members and 15 months for monthly members, which is based on historical membership experience. The Company reviews the estimated average membership life on an annual basis, or more frequently if circumstances change. Changes in member behavior, performance, competition, and economic conditions may cause attrition levels to change, which could impact the estimated average membership life. | |
Service Provider Revenue | |
Revenue from the sale of advertising in the Company’s publication is recognized in the month in which the Company’s monthly publication is published and distributed. Revenue from the sale of website and call center advertising is recognized ratably over the time period the advertisements run. Revenue from e-commerce vouchers is recognized on a net basis when the voucher has been delivered to the purchaser. The Company’s e-commerce revenue was $6,472 and $3,806 for the three months ended September 30, 2013 and 2012, respectively, and $16,090 and $11,008 for the nine months ended September 30, 2013 and 2012, respectively. |
Note_2_Net_Loss_Per_Common_Sha
Note 2 - Net Loss Per Common Share | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | 2. Net Loss Per Common Share | ||||||||
Basic and diluted net loss per common share is computed by dividing consolidated net loss by the weighted average number of common shares outstanding for the period. | |||||||||
The following potential dilutive equity securities are not included in the diluted net loss per common share calculation because they would have had an antidilutive effect: | |||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Stock options | 2,980,233 | 2,794,562 | |||||||
Warrants | — | 88,240 | |||||||
Note_3_Fair_Value_Measurements
Note 3 - Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Disclosures [Text Block] | 3. Fair Value Measurements | ||||||||||||||||
Whenever possible, quoted prices in active markets are used to determine the fair value of our financial instruments. Our financial instruments are not held for trading or other speculative purposes. The estimated fair value of financial instruments has been determined by 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 that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 Fair Value Measurement Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards defined and established a framework for measuring fair value and expands disclosures about fair value measurements for financial assets and liabilities that are adjusted to fair value on a recurring basis and/or financial assets and liabilities that are measured at fair value on a nonrecurring basis, which have been adjusted to fair value during the period. In accordance with ASC 820, we have categorized our 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 are used when little or no market data is available. | |||||||||||||||||
Valuation Techniques | |||||||||||||||||
The Company’s cash equivalents are classified within Level 1 on the basis of valuations using quoted market prices. Because 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 corporate bond investments and certificates of deposit with fixed maturities are valued using recent trades or pricing models and are therefore classified in Level 2. | |||||||||||||||||
There were no movements between fair value measurement levels of the Company’s cash equivalents and short-term investments during 2013. There were no material unrealized gains or losses as of September 30, 2013 or December 31, 2012. The following tables summarize the financial instruments of the company at fair value based on the fair value hierarchy for each class of instrument as of September 30, 2013 and December 31, 2012: | |||||||||||||||||
Fair Value Measurement at September 30, 2013 Using | |||||||||||||||||
Carrying | Quoted Prices in | Significant | Significant | ||||||||||||||
Value at | Active Markets | Other | Unobservable | ||||||||||||||
September 30, | for Identical | Observable | Inputs | ||||||||||||||
2013 | Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 696 | $ | 696 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 10,430 | — | 10,416 | — | |||||||||||||
Corporate bonds | 10,542 | — | 10,538 | — | |||||||||||||
Total assets | $ | 21,668 | $ | 696 | $ | 20,954 | $ | — | |||||||||
Fair Value Measurement at December 31, 2012 Using | |||||||||||||||||
Carrying | Quoted Prices in | Significant | Significant | ||||||||||||||
Value at | Active Markets | Other | Unobservable | ||||||||||||||
December 31, | for Identical | Observable | Inputs | ||||||||||||||
2012 | Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 1,183 | $ | 1,183 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 2,640 | — | 2,639 | — | |||||||||||||
Corporate bonds | 7,820 | — | 7,816 | — | |||||||||||||
Total assets | $ | 11,643 | $ | 1,183 | $ | 10,455 | $ | — | |||||||||
The carrying amount of the term loan approximates its fair value, using level two inputs, because this borrowing bears interest at a variable (market) rate at September 30, 2013 and December 31, 2012. |
Note_4_Prepaid_and_Other_Curre
Note 4 - Prepaid and Other Current Assets | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Other Assets Disclosure [Text Block] | 4. Prepaid and other current assets | ||||||||
Prepaid expenses and other current assets were comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Prepaid and deferred commissions | $ | 10,495 | $ | 17,215 | |||||
Other | 4,505 | 2,595 | |||||||
Total prepaid expenses and other current assets | $ | 15,000 | $ | 19,810 | |||||
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and Equipment | ||||||||
Property and equipment was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Furniture and equipment | $ | 7,404 | $ | 5,929 | |||||
Land | 1,464 | 1,401 | |||||||
Buildings and improvements | 8,234 | 6,417 | |||||||
Software | 3,568 | 1,949 | |||||||
20,670 | 15,696 | ||||||||
Less accumulated depreciation | (4,667 | ) | (3,617 | ) | |||||
$ | 16,003 | $ | 12,079 | ||||||
Note_6_Accrued_Liabilities
Note 6 - Accrued Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | 6. Accrued liabilities | ||||||||
Accrued liabilities were comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Accrued sales commissions | $ | 2,474 | $ | 4,342 | |||||
Sales and use tax | 2,841 | 2,130 | |||||||
Accrued compensation | 5,960 | 2,246 | |||||||
Uninvoiced accounts payable | 17,985 | 2,372 | |||||||
Other | 6,221 | 2,968 | |||||||
Total accrued liabilities | $ | 35,481 | $ | 14,058 | |||||
Note_7_Debt_and_Credit_Arrange
Note 7 - Debt and Credit Arrangements | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Debt and Credit Arrangements |
On August 31, 2011, the Company entered into a loan and security agreement that provides for a $15,000 term loan and a $15,000 revolving credit facility. As of September 30, 2013 and December 31, 2012, the Company had $15,000 in outstanding borrowings under the term loan and available credit of $15,000 under the revolving credit facility. | |
The loan and security 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 enter into certain types of related party transactions. The Company is also required to comply with certain financial covenants, including a minimum asset coverage ratio, and non-financial covenants. Upon an event of default, which includes a material adverse change, 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 September 30, 2013 and December 31, 2012. |
Note_8_Acquisition
Note 8 - Acquisition | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | |||||||||
Business Combination Disclosure [Text Block] | 8. Acquisition | ||||||||
On August 2, 2013 Angie's List acquired substantially all of the assets of SmartHabitat, Inc. (“BrightNest”) for a purchase price of $2,650. The purchase price consists of $2,150 in cash paid at closing and an additional $500 which is payable on the one-year anniversary of the closing, subject to certain performance criteria of BrightNest employees hired by the Company on the acquisition date. The acquisition of the BrightNest assets adds a user-friendly front end and personalized member experience with expanded content offerings, and enhanced technologies. Revenues and expenses related to BrightNest, which were not material for the period ended September 30, 2013, are included in the consolidated results of operations from the date of acquisition. | |||||||||
The following table summarizes the purchase price allocation based on the preliminary fair values of the assets acquired at the date of acquisition: | |||||||||
Fair Value Allocation | Weighted Average Amortization Period | ||||||||
(in years) | |||||||||
Acquired intangible assets: | |||||||||
Member list | $ | 1,670 | 6 | ||||||
Content | 140 | 3 | |||||||
Core technology | 110 | 3 | |||||||
1,920 | 5.6 | ||||||||
Goodwill | 730 | ||||||||
Total assets acquired | $ | 2,650 | |||||||
Goodwill recognized from the acquisition primarily relates to the expected contributions of BrightNest to the overall Company strategy in addition to synergies and acquired workforce, which are not separable from goodwill. |
Note_9_Commitments_and_Conting
Note 9 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies |
Legal Matters | |
From time to time, the Company may become party to litigation incident to the ordinary course of business. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company’s reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters 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 have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. | |
A lawsuit seeking class action status, Fritzinger v. Angie’s List, was filed against the Company on August 14, 2012 in the U.S. District Court for the Southern District of Indiana (the “Court”). After the Court granted the Company’s partial Motion to Dismiss plaintiff’s deception claims, the lawsuit currently alleges claims for breach of contract, and unjust enrichment. Plaintiff filed her Brief in Support of her Amended Motion for Class Certification, which requests certification of two classes of current and former Angie’s List members, dating from January 1, 2009 through present, who meet either (1) members whose membership were renewed at a fee that exceeded the lowest prevailing new-member fee for the corresponding membership product; and (2) members: (a) who were in a market that has been converted to “paid health” status, (b) whose memberships predated that market’s conversion to “paid health” status, and (c) whose memberships were automatically renewed in an “Angie’s List Bundle” membership upon their first renewal following their market’s conversion to “paid health” status. The plaintiff seeks compensatory damages and an award of treble damages, attorneys’ fees and costs. The Company believes this suit is without merit and continues to defend itself vigorously in this matter. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Nature of Operations and Reorganization |
Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”) operates a consumer-driven service for its members to research, hire, rate and review local professionals for critical needs, such as home, health care and automotive services. Ratings and reviews, which are available only to the Company’s members, help its members to find the best provider for their local service needs. Membership subscriptions are sold on a monthly, annual and multi-year basis. The consumer rating network “Angie’s List” is maintained and updated based on member feedback. The Company also sells advertising in its monthly publication, on its website, and through its call center to service providers that meet certain rating criteria. The Company’s services are provided in metropolitan areas located across the continental United States. | |
The accompanying unaudited Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The Company is subject to seasonal patterns that generally affect its business. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates, but management does not believe such differences will materially affect Angie’s List, Inc.’s financial position or results of operations. The Consolidated Financial Statements reflect all adjustments considered, in the opinion of management, necessary to fairly present the results for the periods. Such adjustments are of a normal recurring nature. | |
For further information, including the Company’s significant accounting policies, refer to the audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2012. As used herein, the terms “Angie’s List”, “Company”, “we”, “our” and “us” mean Angie’s List, Inc. and its consolidated subsidiaries. | |
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. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition and Deferred Revenue |
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 the 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 recognized ratably over the term of the associated subscription. | |
At the time a member joins, the Company may receive a one-time nonrefundable enrollment fee. Enrollment fees are deferred and recognized on a straight-line basis over an estimated average membership life of 76 months for annual or multi-year members and 15 months for monthly members, which is based on historical membership experience. The Company reviews the estimated average membership life on an annual basis, or more frequently if circumstances change. Changes in member behavior, performance, competition, and economic conditions may cause attrition levels to change, which could impact the estimated average membership life. | |
Revenue Recognition, Sales of Services [Policy Text Block] | Service Provider Revenue |
Revenue from the sale of advertising in the Company’s publication is recognized in the month in which the Company’s monthly publication is published and distributed. Revenue from the sale of website and call center advertising is recognized ratably over the time period the advertisements run. Revenue from e-commerce vouchers is recognized on a net basis when the voucher has been delivered to the purchaser. The Company’s e-commerce revenue was $6,472 and $3,806 for the three months ended September 30, 2013 and 2012, respectively, and $16,090 and $11,008 for the nine months ended September 30, 2013 and 2012, respectively. |
Note_2_Net_Loss_Per_Common_Sha1
Note 2 - Net Loss Per Common Share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 30-Sep-13 | 30-Sep-12 | |||||||
Stock options | 2,980,233 | 2,794,562 | |||||||
Warrants | — | 88,240 |
Note_3_Fair_Value_Measurements1
Note 3 - Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Fair Value Measurement at September 30, 2013 Using | ||||||||||||||||
Carrying | Quoted Prices in | Significant | Significant | ||||||||||||||
Value at | Active Markets | Other | Unobservable | ||||||||||||||
September 30, | for Identical | Observable | Inputs | ||||||||||||||
2013 | Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 696 | $ | 696 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 10,430 | — | 10,416 | — | |||||||||||||
Corporate bonds | 10,542 | — | 10,538 | — | |||||||||||||
Total assets | $ | 21,668 | $ | 696 | $ | 20,954 | $ | — | |||||||||
Fair Value Measurement at December 31, 2012 Using | |||||||||||||||||
Carrying | Quoted Prices in | Significant | Significant | ||||||||||||||
Value at | Active Markets | Other | Unobservable | ||||||||||||||
December 31, | for Identical | Observable | Inputs | ||||||||||||||
2012 | Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 1,183 | $ | 1,183 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 2,640 | — | 2,639 | — | |||||||||||||
Corporate bonds | 7,820 | — | 7,816 | — | |||||||||||||
Total assets | $ | 11,643 | $ | 1,183 | $ | 10,455 | $ | — |
Note_4_Prepaid_and_Other_Curre1
Note 4 - Prepaid and Other Current Assets (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Prepaid and deferred commissions | $ | 10,495 | $ | 17,215 | |||||
Other | 4,505 | 2,595 | |||||||
Total prepaid expenses and other current assets | $ | 15,000 | $ | 19,810 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Furniture and equipment | $ | 7,404 | $ | 5,929 | |||||
Land | 1,464 | 1,401 | |||||||
Buildings and improvements | 8,234 | 6,417 | |||||||
Software | 3,568 | 1,949 | |||||||
20,670 | 15,696 | ||||||||
Less accumulated depreciation | (4,667 | ) | (3,617 | ) | |||||
$ | 16,003 | $ | 12,079 |
Note_6_Accrued_Liabilities_Tab
Note 6 - Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Schedule of Accrued Liabilities [Table Text Block] | September 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Accrued sales commissions | $ | 2,474 | $ | 4,342 | |||||
Sales and use tax | 2,841 | 2,130 | |||||||
Accrued compensation | 5,960 | 2,246 | |||||||
Uninvoiced accounts payable | 17,985 | 2,372 | |||||||
Other | 6,221 | 2,968 | |||||||
Total accrued liabilities | $ | 35,481 | $ | 14,058 |
Note_8_Acquisition_Tables
Note 8 - Acquisition (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Fair Value Allocation | Weighted Average Amortization Period | |||||||
(in years) | |||||||||
Acquired intangible assets: | |||||||||
Member list | $ | 1,670 | 6 | ||||||
Content | 140 | 3 | |||||||
Core technology | 110 | 3 | |||||||
1,920 | 5.6 | ||||||||
Goodwill | 730 | ||||||||
Total assets acquired | $ | 2,650 |
Note_1_Summary_of_Significant_1
Note 1 - Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Number of Operating Segments | 1 | |||
eCommerce [Member] | ||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Sales Revenue, Services, Net (in Dollars) | $6,472 | $3,806 | $16,090 | $11,008 |
Annual or Multi-Year Members [Member] | ||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Estimated Average Membership Life Enrollment Fees are Deferred and Recognized on Straight-line Basis | 76 months | |||
Monthly Members [Member] | ||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Estimated Average Membership Life Enrollment Fees are Deferred and Recognized on Straight-line Basis | 15 months |
Note_2_Net_Loss_Per_Common_Sha2
Note 2 - Net Loss Per Common Share (Details) - Antidilutive securities | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,980,233 | 2,794,562 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 88,240 |
Note_3_Fair_Value_Measurements2
Note 3 - Fair Value Measurements (Details) - Summary of the financial instruments of the company at fair value (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Cash equivalents: | ||
Carrying value | $21,668 | $11,643 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash equivalents: | ||
Fair market value | 696 | 1,183 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Fair market value | 696 | 1,183 |
Fair Value, Inputs, Level 2 [Member] | ||
Cash equivalents: | ||
Fair market value | 20,954 | 10,455 |
Money Market Funds [Member] | ||
Cash equivalents: | ||
Carrying value | 696 | 1,183 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash equivalents: | ||
Fair market value | 10,416 | 2,639 |
Certificates of Deposit [Member] | ||
Cash equivalents: | ||
Carrying value | 10,430 | 2,640 |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash equivalents: | ||
Fair market value | 10,538 | 7,816 |
Corporate Bond Securities [Member] | ||
Cash equivalents: | ||
Carrying value | $10,542 | $7,820 |
Note_4_Prepaid_and_Other_Curre2
Note 4 - Prepaid and Other Current Assets (Details) - Prepaid and other current assets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid and other current assets [Abstract] | ||
Prepaid and deferred commissions | $10,495 | $17,215 |
Other | 4,505 | 2,595 |
Total prepaid expenses and other current assets | $15,000 | $19,810 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) - Property and equipment was comprised of the following (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property and equipment was comprised of the following [Abstract] | ||
Furniture and equipment | $7,404 | $5,929 |
Land | 1,464 | 1,401 |
Buildings and improvements | 8,234 | 6,417 |
Software | 3,568 | 1,949 |
20,670 | 15,696 | |
Less accumulated depreciation | -4,667 | -3,617 |
$16,003 | $12,079 |
Note_6_Accrued_Liabilities_Det
Note 6 - Accrued Liabilities (Details) - Accrued liabilities (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued liabilities [Abstract] | ||
Accrued sales commissions | $2,474 | $4,342 |
Sales and use tax | 2,841 | 2,130 |
Accrued compensation | 5,960 | 2,246 |
Uninvoiced accounts payable | 17,985 | 2,372 |
Other | 6,221 | 2,968 |
Total accrued liabilities | $35,481 | $14,058 |
Note_7_Debt_and_Credit_Arrange1
Note 7 - Debt and Credit Arrangements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2011 |
In Thousands, unless otherwise specified | |||
Debt Disclosure [Abstract] | |||
Debt Instrument, Face Amount | $15,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 15,000 | ||
Loans Payable, Noncurrent | $15,000 | $15,000 |
Note_8_Acquisition_Details
Note 8 - Acquisition (Details) (USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Aug. 02, 2013 |
Business Combinations [Abstract] | |
Payments to Acquire Businesses, Gross | $2,650 |
Business Combination, Consideration Transferred | 2,150 |
Business Combination, Contingent Consideration, Liability | $500 |
Note_8_Acquisition_Details_Pur
Note 8 - Acquisition (Details) - Purchase price allocation based on the final fair values of assets acquired (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 02, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Note 8 - Acquisition (Details) - Purchase price allocation based on the final fair values of assets acquired [Line Items] | |||
Fair Value Allocation | $1,920 | ||
Useful Lives | 5 years 219 days | ||
Goodwill | 730 | 1,145 | 415 |
Total assets acquired | 2,650 | ||
Member List [Member] | |||
Note 8 - Acquisition (Details) - Purchase price allocation based on the final fair values of assets acquired [Line Items] | |||
Fair Value Allocation | 1,670 | ||
Useful Lives | 6 years | ||
Content [Member] | |||
Note 8 - Acquisition (Details) - Purchase price allocation based on the final fair values of assets acquired [Line Items] | |||
Fair Value Allocation | 140 | ||
Useful Lives | 3 years | ||
Core Technology [Member] | |||
Note 8 - Acquisition (Details) - Purchase price allocation based on the final fair values of assets acquired [Line Items] | |||
Fair Value Allocation | $110 | ||
Useful Lives | 3 years |