Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 20, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Angie's List, Inc. | ' |
Entity Central Index Key | '0001491778 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 58,516,677 |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $62,319 | $34,803 |
Restricted cash | 50 | 50 |
Short-term investments | 16,739 | 21,055 |
Accounts receivable, net of allowance for doubtful accounts of $1,312 and $1,107 at September 30, 2014 and December 31, 2013, respectively | 14,250 | 12,385 |
Prepaid expenses and other current assets | 18,196 | 13,651 |
Total current assets | 111,554 | 81,944 |
Property, equipment and software, net | 43,443 | 18,657 |
Goodwill | 1,145 | 1,145 |
Amortizable intangible assets, net | 3,031 | 3,500 |
Other assets, noncurrent | 1,874 | 397 |
Total assets | 161,047 | 105,643 |
Liabilities and stockholders’ deficit | ' | ' |
Accounts payable | 16,309 | 6,838 |
Accrued liabilities | 32,010 | 21,770 |
Current portion of obligations under leases | 217 | 0 |
Total current liabilities | 134,288 | 103,616 |
Long-term debt, net | 58,793 | 14,918 |
Obligations under leases | 351 | 0 |
Other liabilities, noncurrent | 1,342 | 169 |
Total liabilities | 200,437 | 124,133 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders’ deficit: | ' | ' |
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,075,389 and 67,014,757 shares issued and 58,516,677 and 58,456,045 shares outstanding at September 30, 2014 and December 31, 2013, respectively | 67 | 67 |
Additional paid-in-capital | 263,951 | 257,505 |
Treasury stock, at cost: 8,558,712 shares of common stock at September 30, 2014 and December 31, 2013 | -23,719 | -23,719 |
Accumulated deficit | -279,689 | -252,343 |
Total stockholders’ deficit | -39,390 | -18,490 |
Total liabilities and stockholders’ deficit | 161,047 | 105,643 |
Deferred membership revenue [Member] | ' | ' |
Liabilities and stockholders’ deficit | ' | ' |
Deferred revenue, current | 38,114 | 35,560 |
Deferred revenue, noncurrent | 5,058 | 4,909 |
Deferred advertising revenue [Member] | ' | ' |
Liabilities and stockholders’ deficit | ' | ' |
Deferred revenue, current | 47,638 | 39,448 |
Deferred revenue, noncurrent | $605 | $521 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $1,312 | $1,107 |
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 | 67,075,389 | 67,014,757 |
Common stock, shares outstanding | 58,516,677 | 58,456,045 |
Treasury stock, at cost, shares of common stock | 8,558,712 | 8,558,712 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue | ' | ' | ' | ' |
Membership | $18,279 | $17,050 | $55,095 | $47,598 |
Service provider | 63,027 | 48,450 | 177,764 | 129,288 |
Total revenue | 81,306 | 65,500 | 232,859 | 176,886 |
Operating expenses | ' | ' | ' | ' |
Operations and support | 14,119 | 11,016 | 39,413 | 29,418 |
Selling | 32,078 | 23,960 | 88,478 | 65,582 |
Marketing | 22,508 | 28,189 | 81,909 | 75,870 |
Product and technology | 8,696 | 7,565 | 24,243 | 20,064 |
General and administrative | 8,639 | 7,798 | 25,080 | 20,304 |
Operating loss | -4,734 | -13,028 | -26,264 | -34,352 |
Interest expense, net | 0 | 468 | 579 | 1,395 |
Loss on debt extinguishment | 458 | 0 | 458 | 0 |
Loss before income taxes | -5,192 | -13,496 | -27,301 | -35,747 |
Income tax expense | 15 | 15 | 45 | 45 |
Net loss | ($5,207) | ($13,511) | ($27,346) | ($35,792) |
Net loss per common share—basic and diluted (in Dollars per share) | ($0.09) | ($0.23) | ($0.47) | ($0.62) |
Weighted average number of common shares outstanding—basic and diluted (in Shares) | 58,516,677 | 58,389,311 | 58,507,892 | 58,164,232 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($27,346) | ($35,792) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 4,018 | 2,874 |
Amortization of debt discount, deferred financing fees and bond premium | 301 | 420 |
Non-cash loss on debt extinguishment | 266 | 0 |
Non-cash compensation expense | 5,945 | 2,666 |
Changes in certain assets: | ' | ' |
Accounts receivable | -1,865 | -2,849 |
Prepaid expenses and other current assets | -4,545 | 4,810 |
Changes in certain liabilities: | ' | ' |
Accounts payable | 7,546 | -3,175 |
Accrued liabilities | 12,653 | 21,423 |
Net cash provided by operating activities | 7,950 | 13,448 |
Investing activities | ' | ' |
Purchase of investments | -13,164 | -27,572 |
Sale of investments | 17,400 | 16,855 |
Acquisition of business assets | 0 | -2,150 |
Property, equipment and software | -12,904 | -5,685 |
Capitalized website and software development costs | -12,785 | 0 |
Intangible assets | -841 | -701 |
Net cash used in investing activities | -22,294 | -19,253 |
Financing activities | ' | ' |
Proceeds from exercise of stock options | 501 | 4,776 |
Principal payments on long-term debt | -15,000 | 0 |
Proceeds from long-term debt issuance | 60,000 | 0 |
Fees paid to lender | -1,210 | 0 |
Cash paid for financing fees | -1,879 | 0 |
Payment of contingent consideration from acquisition of business assets | -500 | 0 |
Payments on capital lease obligations | -52 | 0 |
Net cash provided by financing activities | 41,860 | 4,776 |
Net increase (decrease) in cash and cash equivalents | 27,516 | -1,029 |
Cash and cash equivalents, beginning of period | 34,803 | 42,638 |
Cash and cash equivalents, end of period | 62,319 | 41,609 |
Supplemental cash flow disclosures | ' | ' |
Capital expenditures incurred but not yet paid | 2,454 | 0 |
Deferred advertising revenue [Member] | ' | ' |
Changes in certain liabilities: | ' | ' |
Deferred revenue | 8,274 | 12,577 |
Deferred membership revenue [Member] | ' | ' |
Changes in certain liabilities: | ' | ' |
Deferred revenue | $2,703 | $10,494 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Nature of Operations | |
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. In addition, the Company's e-commerce offerings provide its members the opportunity to purchase services directly through the Company from service providers that are rated on its website. The Company’s services are provided in metropolitan areas located across the continental United States. | |
The accompanying unaudited Consolidated Financial Statements were 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 additional 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, 2013. 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 are 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. Prior to 2014, the Company generally received a one-time nonrefundable enrollment fee at the time a member joined. Enrollment fees are deferred and recognized on a straight-line basis over an estimated average membership life of 80 months for annual or multi-year members and 13 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. The Company ceased charging one-time nonrefundable enrollment fees in 2014. | |
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 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. Revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. The Company's e-commerce revenue was $7,033 and $6,472 for the three months ended September 30, 2014 and 2013, respectively, and $21,075 and $16,090 for the nine months ended September 30, 2014 and 2013, respectively. | |
Deferred Revenue | |
Deferred revenue includes the unamortized portion of revenue associated with membership and advertising fees for which the Company received payment in advance of services or advertising to be provided. | |
Contractual Obligations | |
During the current year, the Company executed a new capital lease obligation for technology hardware and software with payments due through 2017 and also entered into long-term operating lease agreements with payments due through 2020 for the purpose of office space expansion. Total combined future minimum payment obligations on these new leases amounts to approximately $11,171 through 2020, with approximately $477 of that amount due over the remainder of 2014. Additionally, we refinanced our long-term debt during the third quarter of 2014, resulting in the retirement of our previous $15,000 term loan and $15,000 revolving credit facility and the issuance of a new $60,000 term loan and $25,000 delayed draw term loan, both of which are scheduled to mature on September 26, 2019. | |
Recent Accounting Pronouncements | |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). The update sets forth a requirement for management to evaluate whether there are conditions and events that raise substantial doubt about an entity's ability to continue as a going concern, a responsibility that did not previously exist in U.S. GAAP. The amendments included in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 will be effective for the Company in fiscal year 2016. The Company is currently assessing the future impact of this update to the consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The 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." The update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2017. The Company is currently evaluating the future impact and method of adoption of this update with respect to the consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11: Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). An entity is required to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date. The guidance eliminates the diversity in practice in the presentation of unrecognized tax benefits but does not alter the way in which entities assess deferred tax assets for realizability. ASU 2013-11 became effective and was adopted by the Company in fiscal year 2014 with no material impact to the consolidated financial statements. | |
Reclassification of Prior Year Presentation | |
Certain prior year amounts were reclassified for consistency with the current period presentation. These reclassifications did not materially impact reported results of operation. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Net Loss Per Common Share | ' | ||||||
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. Basic and diluted net loss per common share was $(0.09) and $(0.23) for the three months ended September 30, 2014 and 2013, respectively, and $(0.47) and $(0.62) for the nine months ended September 30, 2014 and 2013, respectively. | |||||||
The following potentially dilutive equity securities are not included in the diluted net loss per common share calculation as they would have an antidilutive effect: | |||||||
September 30, 2014 | September 30, 2013 | ||||||
Stock options | 5,665,904 | 2,980,233 | |||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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 our financial instruments. Our 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 that we 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 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 expanded 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 non-recurring basis that were adjusted to fair value during the period. In accordance with ASC 820, we 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 that are used when little or no market data is available. | |||||||||||||||||
Valuation Techniques | |||||||||||||||||
The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy on the basis of valuations using quoted market prices. 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 corporate bond investments and certificates of deposit 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 2014, and there were no material unrealized gains or losses as of September 30, 2014 or December 31, 2013. | |||||||||||||||||
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, 2014 and December 31, 2013: | |||||||||||||||||
Fair Value Measurement at September 30, 2014 Using | |||||||||||||||||
Carrying Value at September 30, 2014 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 5,027 | $ | 5,027 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 15,715 | — | 15,700 | — | |||||||||||||
Corporate bonds | 1,024 | — | 1,024 | — | |||||||||||||
Total assets | $ | 21,766 | $ | 5,027 | $ | 16,724 | $ | — | |||||||||
Fair Value Measurement at December 31, 2013 Using | |||||||||||||||||
Carrying Value at December 31, 2013 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 655 | $ | 655 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 13,750 | — | 13,734 | — | |||||||||||||
Corporate bonds | 7,305 | — | 7,303 | — | |||||||||||||
Total assets | $ | 21,710 | $ | 655 | $ | 21,037 | $ | — | |||||||||
The carrying amounts of the term loans approximate fair value, using Level 2 inputs, as these borrowings bear interest at variable (market) rates at September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Non-Recurring Fair Value Measurements | |||||||||||||||||
The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events, including those described in Note 6, "Goodwill and Amortizable Intangible Assets," that are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets 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. Refer to Note 6 for the fair values of assets acquired and liabilities assumed in connection with the prior year acquisition of substantially all the assets of SmartHabitat (“BrightNest”). | |||||||||||||||||
The carrying amounts of accounts receivable and accounts payable reported in the consolidated balance sheets approximate fair value. |
Prepaid_and_Other_Current_Asse
Prepaid and Other Current Assets | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Other Assets [Abstract] | ' | ||||||||
Prepaid and Other Current Assets | ' | ||||||||
Prepaid Expenses and Other Current Assets | |||||||||
Prepaid expenses and other current assets was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid and deferred commissions | $ | 10,967 | $ | 9,395 | |||||
Other prepaid expenses and current assets | 7,229 | 4,256 | |||||||
Total prepaid expenses and other current assets | $ | 18,196 | $ | 13,651 | |||||
Property_Equipment_and_Softwar
Property, Equipment and Software | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Equipment and Software | ' | ||||||||
Property, Equipment and Software | |||||||||
Property, equipment and software was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 12,010 | $ | 7,965 | |||||
Land | 2,375 | 1,464 | |||||||
Buildings and improvements | 14,706 | 8,711 | |||||||
Software | 5,025 | 2,629 | |||||||
Capitalized website and software development costs | 17,467 | 3,320 | |||||||
51,583 | 24,089 | ||||||||
Less accumulated depreciation | (8,140 | ) | (5,432 | ) | |||||
$ | 43,443 | $ | 18,657 | ||||||
Included in the Company's net property, equipment and software balance at September 30, 2014 was approximately $18,323 in construction in progress, comprised of $16,197 for capitalized website and software development costs, including $760 for capitalized interest, $1,160 for software, $913 for buildings and improvements and $53 for furniture and equipment. At December 31, 2013, the Company's construction in progress balance was $2,418, consisting primarily of capitalized website and software development costs. |
Goodwill_and_Amortizable_Intan
Goodwill and Amortizable Intangible Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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. The goodwill and amortizable intangible asset balances reflect the goodwill, member list, content and core technology acquired during the August 2, 2013 acquisition of substantially all the assets of BrightNest for a purchase price of $2,650, inclusive of $1,920 in acquired intangible assets and goodwill of $730. The purchase price consisted of $2,150 in cash paid at closing and an additional $500 that was paid out during the third quarter of the current year as contingent consideration on the one-year anniversary of the closing. Revenues and expenses related to BrightNest, which are not material, are included in the consolidated results of operations from the date of acquisition. | ||||||||||||||
Amortization on the intangible assets is computed using the straight-line method over the estimated lives of the assets. Amortizable intangible assets at September 30, 2014 and December 31, 2013 are as follows: | ||||||||||||||
Cost | Accumulated Amortization | Net | Amortization Period (in years) | |||||||||||
September 30, 2014 | ||||||||||||||
Member list | $ | 1,670 | $ | 325 | $ | 1,345 | 6 | |||||||
Content | 140 | 54 | 86 | 3 | ||||||||||
Core technology | 110 | 43 | 67 | 3 | ||||||||||
Data acquisition costs | 3,690 | 2,399 | 1,291 | 3 | ||||||||||
Other intangible assets | 300 | 58 | 242 | 3 | ||||||||||
$ | 5,910 | $ | 2,879 | $ | 3,031 | |||||||||
Cost | Accumulated Amortization | Net | Amortization Period (in years) | |||||||||||
December 31, 2013 | ||||||||||||||
Member list | $ | 1,670 | $ | 122 | $ | 1,548 | 6 | |||||||
Content | 140 | 12 | 128 | 3 | ||||||||||
Core technology | 110 | 16 | 94 | 3 | ||||||||||
Data acquisition costs | 3,296 | 1,566 | 1,730 | 3 | ||||||||||
$ | 5,216 | $ | 1,716 | $ | 3,500 | |||||||||
The Company’s recorded goodwill balance at September 30, 2014 and December 31, 2013 was $1,145. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
Accrued Liabilities | |||||||||
Accrued liabilities was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued sales commissions | $ | 2,116 | $ | 2,570 | |||||
Sales and use tax | 3,788 | 3,158 | |||||||
Accrued compensation | 7,991 | 5,229 | |||||||
Uninvoiced accounts payable | 8,091 | 2,977 | |||||||
Legal accrual | 3,550 | 4,000 | |||||||
Other accrued liabilities | 6,474 | 3,836 | |||||||
Total accrued liabilities | $ | 32,010 | $ | 21,770 | |||||
Debt_and_Credit_Arrangements
Debt and Credit Arrangements | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt and Credit Arrangements | ' |
Debt and Credit Arrangements | |
On September 26, 2014, the Company entered into a financing agreement that provides for a $60,000 term loan and a $25,000 delayed draw term loan. | |
Amounts outstanding under the financing agreement bear interest at a per annum rate, at the option of the Company, equal to (i) the LIBOR rate for the interest period in effect, subject to a floor of 0.5%, plus 6.75% or (ii) the reference rate, which is based on the prime rate as published by the Wall Street Journal, subject to a floor of 3.25%, plus 5.75%. The financing agreement requires monthly interest-only payments on the first business day of each month until maturity on any principal amounts outstanding under either debt facility. The financing agreement obligates the Company to make quarterly principal payments on the term loan of $750 on the last day of each calendar quarter, commencing with the quarter ending September 30, 2016, and to repay the remaining balance of the term loan at maturity. The Company is required to make principal payments on the outstanding balance of the delayed draw term loan equal to 1.25% of the amount of such loan funded at or prior to the last day of each calendar quarter, commencing with the quarter ending September 30, 2016, and to repay the remaining outstanding balance of the delayed draw term loan at maturity. From the effective date of the financing agreement through September 26, 2017, the Company is also required to pay a commitment fee equal to 0.75% per annum of the unborrowed amounts of the delayed draw term loan. | |
The Company may prepay the amounts outstanding under the financing agreement at any time and is required to prepay the loans with (i) the net proceeds of certain asset sales, issuances of debt or equity, and certain casualty events, and (ii) up to 50% of consolidated excess cash flow, as defined in the financing agreement, for each fiscal year during the term of the financing agreement, commencing with the year ended December 31, 2015. The Company must pay a 1% premium on prepayments made on or before September 26, 2015, 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 September 30, 2014, the Company had $58,793 in outstanding borrowings, net of fees paid to the lender of $1,207, under the term loan and available credit of $25,000 under the delayed draw term loan. | |
The financing agreement contains various restrictive covenants, including restrictions on the Company's ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to stockholders or repurchase outstanding stock, enter into related party transactions and make capital expenditures, other than upon satisfaction of the conditions set forth in the financing agreement. The Company is also required to comply with certain financial covenants, including minimum consolidated EBITDA as defined in the financing agreement, minimum liquidity, and minimum membership revenue. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, defaults under other material indebtedness, or a change in control, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company was in compliance with all financial and non-financial covenants at September 30, 2014. | |
The Company used a portion of the proceeds from the term loan to pay bank and lender fees and transaction costs associated with the new financing agreement. Furthermore, the Company also used a portion of the term loan proceeds to simultaneously repay in full the outstanding balance of $15,000 on the Company’s previous term loan, thereby terminating the related loan and security agreement. The Company incurred approximately $192 in incremental interest and fees as a result of the prepayment, including additional interest of $105 and prepayment penalties of $75. The prepayment penalties, additional interest and other fees and expenses associated with the prepayment of the Company’s previous loan and security agreement, together with $221 related to the write-off of the previous deferred financing fees and $45 for the recognition of the remaining warrant interest expense under the prior debt facility, are included within the loss on debt extinguishment of $458 contained in the consolidated statement of operations for both the three and nine month periods ended September 30, 2014. | |
On August 31, 2011, the Company entered into a loan and security agreement that provided for a $15,000 term loan and a $15,000 revolving credit facility, scheduled to mature in August 2015. The term loan bore interest at a per annum rate equal to the greater of (i) the current cash interest rate of LIBOR plus 10% or (ii) 10.5% and required monthly interest-only payments until maturity. The revolving credit facility required monthly interest-only payments on advances, bearing interest at a per annum rate equal to LIBOR plus 5%. In addition, when less than 50% of the revolving credit facility was drawn, the Company was required to pay a non-usage charge of 0.50% per annum of the average unused portion of the credit facility. The term loan contained a provision for penalties upon early prepayment, and together with the revolving credit facility, was secured by substantially all of the Company’s assets. The loan and security agreement contained 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 was also required to comply with certain financial covenants, including a minimum asset coverage ratio, and non-financial covenants. The Company was in compliance with all financial and non-financial covenants under the previous loan and security agreement at December 31, 2013, at which point in time the Company had $14,918 in outstanding borrowings under the term loan and available credit of $15,000 under the revolving credit facility. The Company retired this debt on September 26, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Legal Matters | |
From time to time, the Company has or 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 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 due to defense and settlement costs, diversion of management resources, and other factors. | |
Fritzinger v. Angie’s List, Inc. On August 14, 2012, a lawsuit seeking class action status was filed against the Company in the U.S. District Court for the Southern District of Indiana (the “Court”). The lawsuit alleges claims of breach of contract and unjust enrichment, alleging that the Company automatically renews membership fees at a higher rate than customers are led to believe, breaching their membership agreements. On September 22, 2014, the Court issued an Order approving the parties' proposed settlement terms. Under the settlement terms, total cash payments to the class will be $107. Additionally, 734,299 class members will receive a one month Angie's List membership, and 353,130 class members will receive a five dollar e-commerce voucher. The Company estimates that attorney's fees and litigation fees will amount to $875. The Company recorded a $4,000 legal accrual related to the settlement at December 31, 2013. Based on the terms of the proposed settlement approved by the Court during the quarter, the Company revised its estimate of liability and reduced the legal accrual recorded to $3,550 at September 30, 2014. The Company believes this amount represents the best estimate of its ultimate liability with respect to this litigation. | |
Putative Securities Class Action Litigation. On December 23, 2013, the first of two putative securities class action complaints was filed in the United States District Court for the Southern District of Indiana, naming the Company and various of its current and former directors and officers as defendants. The first complaint is styled as Baron v. Angie’s List, Inc. et al., 1:13-cv-2032. On January 9, 2014, the second putative securities class action was filed in the United States District Court for the Southern District of Indiana. The second complaint is styled as Bartolone v. Angie’s List, Inc., et al. Both complaints allege that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) by making material misstatements in and omitting material information from the Company’s public disclosures concerning the Company’s business prospects. On June 16, 2014, the Court consolidated the two cases and appointed United Food & Commercial Workers Local 464A Pension Fund as lead plaintiff (“Local 464A”). On August 29, 2014, Local 464A filed its consolidated Amended Complaint (the "Amended Complaint"). The Amended Complaint alleges that Angie's List made material misrepresentations and omissions regarding its paid membership model ("PPM"). The defendants' responsive pleading is due on October 28, 2014. | |
Korda v. Oesterle, et al. On January 3, 2014, a derivative complaint was filed in the United States District Court for the Southern District of Indiana, naming the Company’s Board of Directors and various current and former officers as individual defendants. The Company is named as a nominal defendant. The complaint is styled as Korda v. Oesterle, et al., 1:14-cv-00004. The complaint asserts that the individual defendants breached their fiduciary duty based on their knowledge that the Company’s public statements during 2013 concerning the Company’s business prospects were allegedly misleading. The complaint also alleges that certain defendants breached their fiduciary duty by selling shares of Angie’s List common stock between December 2012 and December 2013. The plaintiff asks for unspecified amounts in damages, interest, and costs, as well as ancillary relief. The parties have agreed to a stay of the action pending a ruling on a motion to dismiss Local 464A’s consolidated amended complaint in the Putative Securities Class Action Litigation described above. | |
Clark v. Oesterle, et al. On October 17, 2014, a derivative complaint was filed in the Court of Chancery of the State of Delaware, naming members of the Company’s Board of Directors and various current and former officers as individual defendants. The Company is named as a nominal defendant. The complaint is styled as Clark v. Oesterle, et al., C.A. No. 10255. The complaint alleges that the individual defendants breached their fiduciary duties by making misleading representations regarding, among other things, the Company’s business prospects. The complaint also alleges that certain individual defendants breached their fiduciary duties by selling shares of Angie’s List common stock between February 2013 and October 2013. The plaintiff asks for unspecified amounts in damages, interest, costs, as well as ancillary relief. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
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. In addition, the Company's e-commerce offerings provide its members the opportunity to purchase services directly through the Company from service providers that are rated on its website. The Company’s services are provided in metropolitan areas located across the continental United States. | |
The accompanying unaudited Consolidated Financial Statements were 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 additional 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, 2013. 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 are eliminated in consolidation. | |
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 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. Prior to 2014, the Company generally received a one-time nonrefundable enrollment fee at the time a member joined. Enrollment fees are deferred and recognized on a straight-line basis over an estimated average membership life of 80 months for annual or multi-year members and 13 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 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. Revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. The Company's e-commerce revenue was $7,033 and $6,472 for the three months ended September 30, 2014 and 2013, respectively, and $21,075 and $16,090 for the nine months ended September 30, 2014 and 2013, respectively. | |
Deferred Revenue | ' |
Deferred revenue includes the unamortized portion of revenue associated with membership and advertising fees for which the Company received payment in advance of services or advertising to be provided. | |
Recent Accounting Pronouncements | ' |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). The update sets forth a requirement for management to evaluate whether there are conditions and events that raise substantial doubt about an entity's ability to continue as a going concern, a responsibility that did not previously exist in U.S. GAAP. The amendments included in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 will be effective for the Company in fiscal year 2016. The Company is currently assessing the future impact of this update to the consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The 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." The update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2017. The Company is currently evaluating the future impact and method of adoption of this update with respect to the consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11: Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). An entity is required to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss or tax credit carryforward if certain criteria are met. The determination of whether a deferred tax asset is available is based on the unrecognized tax benefit and the deferred tax asset that exists at the reporting date and presumes disallowance of the tax position at the reporting date. The guidance eliminates the diversity in practice in the presentation of unrecognized tax benefits but does not alter the way in which entities assess deferred tax assets for realizability. ASU 2013-11 became effective and was adopted by the Company in fiscal year 2014 with no material impact to the consolidated financial statements. | |
Reclassification of Prior Year Presentation | ' |
Certain prior year amounts were reclassified for consistency with the current period presentation. These reclassifications did not materially impact reported results of operation. |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||
The following potentially dilutive equity securities are not included in the diluted net loss per common share calculation as they would have an antidilutive effect: | |||||||
September 30, 2014 | September 30, 2013 | ||||||
Stock options | 5,665,904 | 2,980,233 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis | ' | ||||||||||||||||
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, 2014 and December 31, 2013: | |||||||||||||||||
Fair Value Measurement at September 30, 2014 Using | |||||||||||||||||
Carrying Value at September 30, 2014 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 5,027 | $ | 5,027 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 15,715 | — | 15,700 | — | |||||||||||||
Corporate bonds | 1,024 | — | 1,024 | — | |||||||||||||
Total assets | $ | 21,766 | $ | 5,027 | $ | 16,724 | $ | — | |||||||||
Fair Value Measurement at December 31, 2013 Using | |||||||||||||||||
Carrying Value at December 31, 2013 | Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Unobservable | |||||||||||||||
for Identical | Observable | Inputs | |||||||||||||||
Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 655 | $ | 655 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 13,750 | — | 13,734 | — | |||||||||||||
Corporate bonds | 7,305 | — | 7,303 | — | |||||||||||||
Total assets | $ | 21,710 | $ | 655 | $ | 21,037 | $ | — | |||||||||
Prepaid_and_Other_Current_Asse1
Prepaid and Other Current Assets (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Other Assets [Abstract] | ' | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | ' | ||||||||
Prepaid expenses and other current assets was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Prepaid and deferred commissions | $ | 10,967 | $ | 9,395 | |||||
Other prepaid expenses and current assets | 7,229 | 4,256 | |||||||
Total prepaid expenses and other current assets | $ | 18,196 | $ | 13,651 | |||||
Property_Equipment_and_Softwar1
Property, Equipment and Software (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Equipment and Software | ' | ||||||||
Property, equipment and software was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 12,010 | $ | 7,965 | |||||
Land | 2,375 | 1,464 | |||||||
Buildings and improvements | 14,706 | 8,711 | |||||||
Software | 5,025 | 2,629 | |||||||
Capitalized website and software development costs | 17,467 | 3,320 | |||||||
51,583 | 24,089 | ||||||||
Less accumulated depreciation | (8,140 | ) | (5,432 | ) | |||||
$ | 43,443 | $ | 18,657 | ||||||
Goodwill_and_Amortizable_Intan1
Goodwill and Amortizable Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||
Amortization on the intangible assets is computed using the straight-line method over the estimated lives of the assets. Amortizable intangible assets at September 30, 2014 and December 31, 2013 are as follows: | ||||||||||||||
Cost | Accumulated Amortization | Net | Amortization Period (in years) | |||||||||||
September 30, 2014 | ||||||||||||||
Member list | $ | 1,670 | $ | 325 | $ | 1,345 | 6 | |||||||
Content | 140 | 54 | 86 | 3 | ||||||||||
Core technology | 110 | 43 | 67 | 3 | ||||||||||
Data acquisition costs | 3,690 | 2,399 | 1,291 | 3 | ||||||||||
Other intangible assets | 300 | 58 | 242 | 3 | ||||||||||
$ | 5,910 | $ | 2,879 | $ | 3,031 | |||||||||
Cost | Accumulated Amortization | Net | Amortization Period (in years) | |||||||||||
December 31, 2013 | ||||||||||||||
Member list | $ | 1,670 | $ | 122 | $ | 1,548 | 6 | |||||||
Content | 140 | 12 | 128 | 3 | ||||||||||
Core technology | 110 | 16 | 94 | 3 | ||||||||||
Data acquisition costs | 3,296 | 1,566 | 1,730 | 3 | ||||||||||
$ | 5,216 | $ | 1,716 | $ | 3,500 | |||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities | ' | ||||||||
Accrued liabilities was comprised of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued sales commissions | $ | 2,116 | $ | 2,570 | |||||
Sales and use tax | 3,788 | 3,158 | |||||||
Accrued compensation | 7,991 | 5,229 | |||||||
Uninvoiced accounts payable | 8,091 | 2,977 | |||||||
Legal accrual | 3,550 | 4,000 | |||||||
Other accrued liabilities | 6,474 | 3,836 | |||||||
Total accrued liabilities | $ | 32,010 | $ | 21,770 | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 26, 2014 | Aug. 31, 2011 | Sep. 26, 2014 | Aug. 31, 2011 | |
segment | Annual or Multi Year Members [Member] | Monthly Members [Member] | e Commerce [Member] | e Commerce [Member] | e Commerce [Member] | e Commerce [Member] | Term Loan [Member] | Term Loan [Member] | Line of Credit [Member] | Line of Credit [Member] | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated average membership life | ' | '80 months | '13 months | ' | ' | ' | ' | ' | ' | ' | ' |
Service provider | ' | ' | ' | $7,033,000 | $6,472,000 | $21,075,000 | $16,090,000 | ' | ' | ' | ' |
Total combined future minimum payment obligations | 11,171,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum payment obligation for remainder of fiscal year | 477,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of term loan | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | 15,000,000 | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000,000 | $15,000,000 |
Number of operating segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Loss_Per_Common_Share_Anti
Net Loss Per Common Share - Antidilutive securities (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Net loss per common share—basic and diluted (in Dollars per share) | ($0.09) | ($0.23) | ($0.47) | ($0.62) |
Equity Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | ' | 5,665,904 | 2,980,233 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of the financial instruments of the company at fair value (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Carrying value | $21,766 | $21,710 |
Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Carrying value | 5,027 | 655 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 5,027 | 655 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 5,027 | 655 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 16,724 | 21,037 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Corporate Bond Securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Carrying value | 1,024 | 7,305 |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 1,024 | 7,303 |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Certificates of Deposit [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Carrying value | 15,715 | 13,750 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 0 | 0 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | 15,700 | 13,734 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair market value | $0 | $0 |
Prepaid_and_Other_Current_Asse2
Prepaid and Other Current Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ' | ' |
Prepaid and deferred commissions | $10,967 | $9,395 |
Other | 7,229 | 4,256 |
Total prepaid expenses and other current assets | $18,196 | $13,651 |
Property_Equipment_and_Softwar2
Property, Equipment and Software (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | ' | $2,418 |
Property, equipment and software, Gross | 51,583 | 24,089 |
Less accumulated depreciation | -8,140 | -5,432 |
Property, equipment and software, Net | 43,443 | 18,657 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | 18,323 | ' |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | 53 | ' |
Property, equipment and software, Gross | 12,010 | 7,965 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, equipment and software, Gross | 2,375 | 1,464 |
Building and improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | 913 | ' |
Property, equipment and software, Gross | 14,706 | 8,711 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | 1,160 | ' |
Property, equipment and software, Gross | 5,025 | 2,629 |
Capitalized website and software development costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | 16,197 | ' |
Property, equipment and software, Gross | 17,467 | 3,320 |
Other Capitalized Property Plant and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Construction in Progress, Gross | $760 | ' |
Goodwill_and_Amortizable_Intan2
Goodwill and Amortizable Intangible Assets - Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $5,910 | $5,216 |
Accumulated Amortization | 2,879 | 1,716 |
Amortizable intangible assets, net | 3,031 | 3,500 |
Member List [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,670 | 1,670 |
Accumulated Amortization | 325 | 122 |
Amortizable intangible assets, net | 1,345 | 1,548 |
Amortization Period (in years) | '6 years | '6 years |
Content [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 140 | 140 |
Accumulated Amortization | 54 | 12 |
Amortizable intangible assets, net | 86 | 128 |
Amortization Period (in years) | '3 years | '3 years |
Core Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 110 | 110 |
Accumulated Amortization | 43 | 16 |
Amortizable intangible assets, net | 67 | 94 |
Amortization Period (in years) | '3 years | '3 years |
Data Acquisition Costs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 3,690 | 3,296 |
Accumulated Amortization | 2,399 | 1,566 |
Amortizable intangible assets, net | 1,291 | 1,730 |
Amortization Period (in years) | '3 years | '3 years |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 300 | ' |
Accumulated Amortization | 58 | ' |
Amortizable intangible assets, net | $242 | ' |
Amortization Period (in years) | '3 years | ' |
Goodwill_and_Amortizable_Intan3
Goodwill and Amortizable Intangible Assets (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Aug. 02, 2013 |
Bright Nest [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total assets acquired | ' | ' | ' | $2,650 |
Acquired intangible assets | ' | ' | ' | 1,920 |
Goodwill | 1,145 | ' | 1,145 | 730 |
Cash paid at closing | 0 | 2,150 | ' | 2,150 |
Amount payable on anniversary | ' | ' | ' | $500 |
Accrued_Liabilities_Accrued_li
Accrued Liabilities - Accrued liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Accrued sales commissions | $2,116 | $2,570 |
Sales and use tax | 3,788 | 3,158 |
Accrued compensation | 7,991 | 5,229 |
Uninvoiced accounts payable | 8,091 | 2,977 |
Legal accrual related to settlement | 3,550 | 4,000 |
Other | 6,474 | 3,836 |
Total accrued liabilities | $32,010 | $21,770 |
Debt_and_Credit_Arrangements_D
Debt and Credit Arrangements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Aug. 31, 2011 | Sep. 26, 2014 | Aug. 31, 2011 | Sep. 26, 2014 | Sep. 26, 2014 | Aug. 31, 2011 | Sep. 26, 2014 | Aug. 31, 2011 | Aug. 31, 2011 | |
LIBOR [Member] | Prime Rate [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Minimum [Member] | ||||||
LIBOR [Member] | LIBOR [Member] | Prime Rate [Member] | LIBOR [Member] | Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 25,000,000 | ' | ' |
Floor rate | ' | ' | ' | ' | ' | 0.50% | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.75% | 10.00% | 5.75% | ' | ' | ' | 5.00% | ' |
Periodic principal payments on term loan | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic payment as a percent of amount funded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' |
Commitment fee as a percent of unborrowed amounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' |
Percent of excess cash flow to be used for loan prepayment, maximum | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium to be paid on prepayment | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net | 58,793,000 | ' | 58,793,000 | ' | 14,918,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees paid to lender | ' | ' | ' | ' | ' | ' | ' | ' | 1,207,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | 25,000,000 | ' | 25,000,000 | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments on long-term debt | ' | ' | 15,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional interest due to prepayment | ' | ' | 105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment penalties | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of previous deferred financing fees | ' | ' | 221,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition of remaining warrant interest expense under prior debt facility | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on debt extinguishment | $458,000 | $0 | $458,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.50% |
Minimum percent drawn to trigger non-usage charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Non-usage charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 22, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Fritzinger v. Angie's List [Member] | Fritzinger v. Angie's List [Member] | Fritzinger v. Angie's List [Member] | |||
class_member | |||||
Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' |
Debt instrument, Prepayment, Incremental Interest and Fees | $192,000 | ' | ' | ' | ' |
Total cash payments to class | ' | ' | 107,000 | ' | ' |
Number of class members to receive one-month membership | ' | ' | 734,299 | ' | ' |
Membership term | ' | ' | '1 month | ' | ' |
Number of class members to receive five dollar e-commerce voucher | ' | ' | 353,130 | ' | ' |
E-commerce voucher amount | ' | ' | 5 | ' | ' |
Attorney and litigation fees | ' | ' | 875,000 | ' | ' |
Legal accrual related to settlement | ' | ' | ' | ' | 4,000,000 |
Legal accrual related to settlement | $3,550,000 | $4,000,000 | ' | $3,550,000 | ' |