Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 20, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Angie's List, Inc. | |
Entity Central Index Key | 1491778 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 58,516,677 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $52,935,000 | $39,991,000 |
Short-term investments | 24,540,000 | 24,268,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,436 and $1,651 at March 31, 2015 and December 31, 2014, respectively | 15,841,000 | 15,141,000 |
Prepaid expenses and other current assets | 22,237,000 | 18,120,000 |
Total current assets | 115,553,000 | 97,520,000 |
Property, equipment and software, net | 57,865,000 | 51,264,000 |
Goodwill | 1,145,000 | 1,145,000 |
Amortizable intangible assets, net | 2,469,000 | 2,755,000 |
Other assets, noncurrent | 1,756,000 | 1,854,000 |
Total assets | 178,788,000 | 154,538,000 |
Liabilities and stockholders’ deficit | ||
Accounts payable | 11,773,000 | 5,490,000 |
Accrued liabilities | 33,541,000 | 23,189,000 |
Total current liabilities | 128,625,000 | 110,845,000 |
Long-term debt, net | 58,914,000 | 58,854,000 |
Other liabilities, noncurrent | 1,660,000 | 1,600,000 |
Total liabilities | 194,346,000 | 176,712,000 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,075,389 and 67,075,389 shares issued and 58,516,677 and 58,516,677 shares outstanding at March 31, 2015 and December 31, 2014, respectively | 67,000 | 67,000 |
Additional paid-in-capital | 268,151,000 | 265,895,000 |
Treasury stock, at cost: 8,558,712 shares of common stock at March 31, 2015 and December 31, 2014 | -23,719,000 | -23,719,000 |
Accumulated deficit | -260,057,000 | -264,417,000 |
Total stockholders’ deficit | -15,558,000 | -22,174,000 |
Total liabilities and stockholders’ deficit | 178,788,000 | 154,538,000 |
Deferred membership revenue [Member] | ||
Liabilities and stockholders’ deficit | ||
Deferred revenue, current | 31,835,000 | 33,767,000 |
Deferred revenue, noncurrent | 4,564,000 | 4,744,000 |
Deferred advertising revenue [Member] | ||
Liabilities and stockholders’ deficit | ||
Deferred revenue, current | 51,476,000 | 48,399,000 |
Deferred revenue, noncurrent | $583,000 | $669,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $1,436 | $1,651 |
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 | 67,075,389 |
Common stock, shares outstanding | 58,516,677 | 58,516,677 |
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 | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Membership | $17,339 | $18,300 |
Service provider | 66,204 | 54,357 |
Total revenue | 83,543 | 72,657 |
Operating expenses | ||
Operations and support | 13,998 | 11,548 |
Selling | 28,609 | 26,122 |
Marketing | 16,276 | 23,481 |
Product and technology | 8,416 | 7,457 |
General and administrative | 10,962 | 7,356 |
Operating income (loss) | 5,282 | -3,307 |
Interest expense, net | 912 | 461 |
Income (loss) before income taxes | 4,370 | -3,768 |
Income tax expense | 10 | 15 |
Net income (loss) | $4,360 | ($3,783) |
Net loss per common sharebbasic and diluted (in Dollars per share) | $0.07 | ($0.06) |
Weighted average number of common shares outstandingbbasic and diluted (in Shares) | 58,516,677 | 58,491,230 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities | ||
Net income (loss) | $4,360 | ($3,783) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,590 | 1,220 |
Amortization of debt discount, deferred financing fees and bond premium | 171 | 106 |
Non-cash stock-based compensation | 2,256 | 1,533 |
Changes in certain assets: | ||
Accounts receivable | -700 | -1,053 |
Prepaid expenses and other current assets | -4,117 | -2,081 |
Changes in certain liabilities: | ||
Accounts payable | 6,075 | 2,201 |
Accrued liabilities | 10,732 | 14,843 |
Net cash provided by operating activities | 21,246 | 14,945 |
Investing activities | ||
Purchases of investments | 3,120 | 2,595 |
Sales of investments | 2,835 | 2,640 |
Property, equipment and software | -1,116 | -2,257 |
Capitalized website and software development costs | -6,754 | -3,953 |
Intangible assets | -93 | -390 |
Net cash used in investing activities | -8,248 | -6,555 |
Financing activities | ||
Proceeds from exercise of stock options | 0 | 461 |
Payments on capital lease obligations | -54 | 0 |
Net cash (used in) provided by financing activities | -54 | 461 |
Net increase in cash and cash equivalents | 12,944 | 8,851 |
Cash and cash equivalents, beginning of period | 39,991 | 34,803 |
Cash and cash equivalents, end of period | 52,935 | 43,654 |
Supplemental cash flow disclosures | ||
Capital expenditures incurred but not yet paid | 2,080 | 974 |
Deferred advertising revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | 2,991 | 3,475 |
Deferred membership revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | ($2,112) | ($1,516) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”) operates a national local services consumer review service and marketplace where consumers can research, shop for and purchase local services for critical needs, such as home, health and automotive services, as well as rate and review the providers of these services. Ratings and reviews, which are available only to the Company's members, assist members in identifying and hiring 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 consumer feedback. The Company also sells advertising in its monthly publication, on its website and mobile applications and through its call center to service providers that meet certain ratings criteria. In addition, the Company's e-commerce marketplace offerings provide consumers with the opportunity to purchase services directly through the Company's marketplace from highly-rated service providers. The Company's services are provided in markets located across the continental United States. | |
The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. | |
For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014. | |
Operating Segments | |
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. | |
Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods. | |
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 lives 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 lives. The Company discontinued charging one-time nonrefundable enrollment fees in 2014. | |
Service Provider Revenue | |
Revenue from the sale of advertising in the Company’s Angie's List Magazine publication is recognized in the period in which the publication is published and distributed. Revenue from the sale of website, mobile 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. Accordingly, revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. | |
Deferred Revenue | |
Deferred revenue includes the unamortized portion of revenue associated with membership and service provider fees for which the Company received payment in advance of services or advertising to be provided. Deferred revenue is recognized as revenue when the related services or advertising are actually provided. | |
Income Taxes - Valuation Allowance | |
The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There has been no change to the Company's assessment during the three months ended March 31, 2015. | |
While the Company is reporting net income within the condensed consolidated statement of operations for the three months ended March 31, 2015, the Company estimates that taxable income will be considerably less in 2015 as any taxable income will be reduced by net operating loss carryforwards. The Company maintains a full valuation allowance against its deferred tax assets, and as a result, there is no federal income tax expense recorded within the condensed consolidated statement of operations for the three months ended March 31, 2015. | |
Contractual Obligations | |
The Company's contractual obligations primarily consist of long-term noncancellable operating leases expiring through 2020 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. There were no significant changes in the Company's contractual obligations from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2014. Total combined future minimum payment obligations under long-term noncancellable operating leases amount to approximately $10,353 as of March 31, 2015, while the Company had $58,914 in outstanding borrowings, net of fees paid to the lender, under the term loan as of the same date. | |
Recent Accounting Pronouncements | |
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 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 April 2015, the FASB issued Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). The update sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. ASU 2015-03 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 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. |
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Earnings Per Share [Abstract] | |||||||
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share | ||||||
Basic and diluted net income (loss) per common share is computed by dividing consolidated net income (loss) by the weighted average number of common shares outstanding for the period. Basic and diluted net income (loss) per common share was $0.07 and $(0.06) for the three months ended March 31, 2015 and 2014, respectively. | |||||||
The following potentially dilutive equity securities are not included in the diluted net income (loss) per common share calculation as they would have an antidilutive effect: | |||||||
March 31, | March 31, | ||||||
2015 | 2014 | ||||||
Stock options | 7,053,887 | 4,761,665 | |||||
Restricted stock units | 416,155 | — | |||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||
Whenever possible, quoted prices in active markets are used to determine the fair value of the Company's financial instruments. The Company's financial instruments are not held for trading or other speculative purposes. The estimated fair value of financial instruments was determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may materially impact the estimated fair value amounts. | |||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||
Fair value is based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurement, the Company categorized the financial assets and liabilities that are adjusted to fair value based on the priority of the inputs to the valuation technique, following the three-level fair value hierarchy prescribed by ASC 820, as follows: | |||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. | |||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. | |||||||||||||||||
Level 3: Unobservable inputs that are used when little or no market data is available. | |||||||||||||||||
Valuation Techniques | |||||||||||||||||
The Company’s money market fund investments are classified as cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations using quoted market prices. Short-term investments consist of corporate bonds and certificates of deposit with maturities of more than 90 days but less than one year. As many fixed income securities do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data and industry and economic events. The Company’s fixed income 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 2015 to date or 2014, and there were no material unrealized gains or losses as of March 31, 2015 or December 31, 2014. | |||||||||||||||||
The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of March 31, 2015 and December 31, 2014: | |||||||||||||||||
Fair Value Measurement at March 31, 2015 Using | |||||||||||||||||
Carrying Value at | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
31-Mar-15 | |||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 331 | $ | 331 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 21,520 | — | 21,514 | — | |||||||||||||
Corporate bonds | 3,020 | — | 3,017 | — | |||||||||||||
Total assets | $ | 24,871 | $ | 331 | $ | 24,531 | $ | — | |||||||||
Fair Value Measurement at December 31, 2014 Using | |||||||||||||||||
Carrying Value at | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
31-Dec-14 | |||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 365 | $ | 365 | $ | — | $ | — | |||||||||
Certificates of deposit | 240 | — | 240 | — | |||||||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 21,235 | — | 21,211 | — | |||||||||||||
Corporate bonds | 3,033 | — | 3,028 | — | |||||||||||||
Total assets | $ | 24,873 | $ | 365 | $ | 24,479 | $ | — | |||||||||
The carrying amounts of the term loans approximate fair value, using Level 2 inputs, as these borrowings bear interest at variable (market) rates at March 31, 2015 and December 31, 2014, 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 in the event of an impairment is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. | |||||||||||||||||
Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. | |||||||||||||||||
The carrying amounts of accounts receivable and accounts payable reported in the condensed consolidated balance sheets approximate fair value. |
Prepaid_and_Other_Current_Asse
Prepaid and Other Current Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Prepaid and deferred commissions | $ | 11,242 | $ | 11,378 | |||||
Other prepaid expenses and current assets | 10,995 | 6,742 | |||||||
Total prepaid expenses and other current assets | $ | 22,237 | $ | 18,120 | |||||
Property_Equipment_and_Softwar
Property, Equipment and Software | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Equipment and Software | Property, Equipment and Software | ||||||||
Property, equipment and software was comprised of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Furniture and equipment | $ | 12,908 | $ | 12,450 | |||||
Land | 3,105 | 3,101 | |||||||
Buildings and improvements | 17,692 | 17,082 | |||||||
Software | 4,818 | 4,696 | |||||||
Capitalized website and software development costs | 29,832 | 23,214 | |||||||
Total property, equipment and software | 68,355 | 60,543 | |||||||
Less accumulated depreciation | (10,490 | ) | (9,279 | ) | |||||
Total property, equipment and software, net | $ | 57,865 | $ | 51,264 | |||||
Included in the Company's net property, equipment and software balance at March 31, 2015 was approximately $28,703 in construction in progress, comprised of $127 for furniture and equipment, $1,273 for buildings and improvements, $56 for software and $27,247 for capitalized website and software development costs, which includes $1,776 of capitalized interest. | |||||||||
At December 31, 2014, the Company's construction in progress balance was $22,418, consisting of $76 for furniture and equipment, $826 for buildings and improvements, $138 for software and $21,378 for capitalized website and software development costs, which included $1,410 of capitalized interest. |
Goodwill_and_Amortizable_Intan
Goodwill and Amortizable Intangible Assets | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Goodwill and Amortizable Intangible Assets | Goodwill and Amortizable Intangible Assets | |||||||||||||
The Company has goodwill as well as certain amortizable intangible assets consisting of data acquisition costs, a member list, content, core technology and other intangible assets related to the purchase of a website domain name. Amortization of the intangible assets is computed using the straight-line method over the estimated lives of the assets, which are six years for the member list and three years for the content, core technology, data acquisition costs and other intangible assets, respectively. | ||||||||||||||
Amortizable intangible assets as of March 31, 2015 and December 31, 2014 are as follows: | ||||||||||||||
Cost | Accumulated Amortization | Net | Weighted-Average Remaining Amortization Period (in years) | |||||||||||
March 31, 2015 | ||||||||||||||
Member list | $ | 1,670 | $ | 464 | $ | 1,206 | 4.3 | |||||||
Content | 140 | 78 | 62 | 1.3 | ||||||||||
Core technology | 110 | 61 | 49 | 1.3 | ||||||||||
Data acquisition costs | 2,598 | 1,638 | 960 | 1.4 | ||||||||||
Other intangible assets | 300 | 108 | 192 | 1.9 | ||||||||||
Total amortizable intangible assets | $ | 4,818 | $ | 2,349 | $ | 2,469 | ||||||||
Cost | Accumulated Amortization | Net | Weighted-Average Remaining Amortization Period (in years) | |||||||||||
December 31, 2014 | ||||||||||||||
Member list | $ | 1,670 | $ | 394 | $ | 1,276 | 4.6 | |||||||
Content | 140 | 66 | 74 | 1.6 | ||||||||||
Core technology | 110 | 52 | 58 | 1.6 | ||||||||||
Data acquisition costs | 3,488 | 2,358 | 1,130 | 1.2 | ||||||||||
Other intangible assets | 300 | 83 | 217 | 2.2 | ||||||||||
Total amortizable intangible assets | $ | 5,708 | $ | 2,953 | $ | 2,755 | ||||||||
The Company’s recorded goodwill balance at March 31, 2015 and December 31, 2014 was $1,145. |
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Accrued Liabilities | Accrued Liabilities | ||||||||
Accrued liabilities was comprised of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued sales commissions | $ | 2,238 | $ | 2,627 | |||||
Sales and use tax | 3,651 | 4,263 | |||||||
Accrued compensation | 8,462 | 6,126 | |||||||
Uninvoiced accounts payable | 8,712 | 2,749 | |||||||
Legal settlement accrual | 1,642 | 2,183 | |||||||
Other accrued liabilities | 8,836 | 5,241 | |||||||
Total accrued liabilities | $ | 33,541 | $ | 23,189 | |||||
Debt_and_Credit_Arrangements
Debt and Credit Arrangements | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt and Credit Arrangements | Debt and Credit Arrangements | ||||||||
Long-term debt, net, was comprised of the following as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Term loan | $ | 60,000 | $ | 60,000 | |||||
Fees paid to lender | (1,086 | ) | (1,146 | ) | |||||
Total debt, net | 58,914 | 58,854 | |||||||
Less current maturities | — | — | |||||||
Total long-term debt, net | $ | 58,914 | $ | 58,854 | |||||
On September 26, 2014, the Company entered into a financing agreement for a $60,000 term loan and a $25,000 delayed draw term loan. | |||||||||
Amounts outstanding under the financing agreement bear interest at a per annum rate, at the option of the Company, equal to (i) the LIBOR rate for the interest period in effect, subject to a floor of 0.5%, plus 6.75% or (ii) the reference rate, which is based on the prime rate as published by the Wall Street Journal, subject to a floor of 3.25%, plus 5.75%. The financing agreement requires monthly interest-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 March 31, 2015, the Company had $58,914 in outstanding borrowings, net of fees paid to the lender of $1,086, under the term loan and availability of $25,000 under the delayed draw term loan. | |||||||||
The financing agreement contains various restrictive covenants, including restrictions on the Company's ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to stockholders or repurchase outstanding stock, enter into related-party transactions and make capital expenditures, other than upon satisfaction of the conditions set forth in the financing agreement. The Company is also required to comply with certain financial covenants, including minimum consolidated EBITDA as defined in the financing agreement, minimum liquidity, maximum consolidated capital expenditures and minimum membership revenue. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, defaults under other material indebtedness, or a change in control, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company was in compliance with all financial and non-financial covenants at March 31, 2015. | |||||||||
As a result of its entry into the new financing agreement in September 2014, the Company incurred financing costs of $1,957 that were capitalized as a deferred financing fee asset and are being amortized into interest expense over the term of the credit facility. Deferred financing fees, net of accumulated amortization, totaled $1,756 and $1,854 at March 31, 2015 and December 31, 2014, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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 the matters listed below will not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can adversely impact the Company as a result of defense and settlement costs, diversion of management resources and other factors. | |
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, 1:14-cv-0023. 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 filed a motion to dismiss the Amended Complaint, which has yet to be ruled upon by the Court. | |
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 Court issued an order staying the action pending a ruling on the motion to dismiss Local 464A’s 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 and costs as well as ancillary relief. The Court issued an order staying the action pending a ruling on the motion to dismiss Local 464A’s Amended Complaint in the Putative Securities Class Action Litigation described above. | |
Moore v. Angie’s List, Inc. On March 11, 2015, a lawsuit seeking class action status was filed against the Company in the U.S. District Court for the Eastern District of Pennsylvania (the “Court”). The lawsuit alleges claims of breaches of contract and covenant of good faith and fair dealing, fraud and fraudulent inducement, unjust enrichment and violation of Pennsylvania’s Unfair Trade Practices and Consumer Protection Law, alleging, in part, that the Company lures consumers to purchase membership fees for “access to purportedly unfiltered reviews, ratings and search result rankings.” On April 10, 2015, the Court issued an Order approving the parties' proposed responsive pleadings deadline. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations and Reorganization | Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”) operates a national local services consumer review service and marketplace where consumers can research, shop for and purchase local services for critical needs, such as home, health and automotive services, as well as rate and review the providers of these services. Ratings and reviews, which are available only to the Company's members, assist members in identifying and hiring 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 consumer feedback. The Company also sells advertising in its monthly publication, on its website and mobile applications and through its call center to service providers that meet certain ratings criteria. In addition, the Company's e-commerce marketplace offerings provide consumers with the opportunity to purchase services directly through the Company's marketplace from highly-rated service providers. The Company's services are provided in markets located across the continental United States. |
The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. | |
For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014. | |
Operating Segments | Operating Segments |
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. | |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. |
Estimates | Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods. | |
Revenue Recognition | 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 lives 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 lives. The Company discontinued charging one-time nonrefundable enrollment fees in 2014. | |
Service Provider Revenue | Service Provider Revenue |
Revenue from the sale of advertising in the Company’s Angie's List Magazine publication is recognized in the period in which the publication is published and distributed. Revenue from the sale of website, mobile 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. Accordingly, revenue from e-commerce transactions is recorded net of a reserve for estimated refunds. | |
Deferred Revenue | Deferred Revenue |
Deferred revenue includes the unamortized portion of revenue associated with membership and service provider fees for which the Company received payment in advance of services or advertising to be provided. Deferred revenue is recognized as revenue when the related services or advertising are actually provided. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-05: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 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 April 2015, the FASB issued Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). The update sets forth a requirement that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the amendments in this update. ASU 2015-03 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 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. | |
Income Taxes- Valuation Allowance | Income Taxes - Valuation Allowance |
The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There has been no change to the Company's assessment during the three months ended March 31, 2015. |
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
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 income (loss) per common share calculation as they would have an antidilutive effect: | ||||||
March 31, | March 31, | ||||||
2015 | 2014 | ||||||
Stock options | 7,053,887 | 4,761,665 | |||||
Restricted stock units | 416,155 | — | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value, Assets Measured on Recurring Basis | The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of March 31, 2015 and December 31, 2014: | ||||||||||||||||
Fair Value Measurement at March 31, 2015 Using | |||||||||||||||||
Carrying Value at | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
31-Mar-15 | |||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 331 | $ | 331 | $ | — | $ | — | |||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 21,520 | — | 21,514 | — | |||||||||||||
Corporate bonds | 3,020 | — | 3,017 | — | |||||||||||||
Total assets | $ | 24,871 | $ | 331 | $ | 24,531 | $ | — | |||||||||
Fair Value Measurement at December 31, 2014 Using | |||||||||||||||||
Carrying Value at | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
31-Dec-14 | |||||||||||||||||
Cash equivalents: | |||||||||||||||||
Money market funds | $ | 365 | $ | 365 | $ | — | $ | — | |||||||||
Certificates of deposit | 240 | — | 240 | — | |||||||||||||
Investments: | |||||||||||||||||
Certificates of deposit | 21,235 | — | 21,211 | — | |||||||||||||
Corporate bonds | 3,033 | — | 3,028 | — | |||||||||||||
Total assets | $ | 24,873 | $ | 365 | $ | 24,479 | $ | — | |||||||||
Prepaid_and_Other_Current_Asse1
Prepaid and Other Current Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Assets [Abstract] | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets was comprised of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Prepaid and deferred commissions | $ | 11,242 | $ | 11,378 | |||||
Other prepaid expenses and current assets | 10,995 | 6,742 | |||||||
Total prepaid expenses and other current assets | $ | 22,237 | $ | 18,120 | |||||
Property_Equipment_and_Softwar1
Property, Equipment and Software (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Equipment and Software | Property, equipment and software was comprised of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Furniture and equipment | $ | 12,908 | $ | 12,450 | |||||
Land | 3,105 | 3,101 | |||||||
Buildings and improvements | 17,692 | 17,082 | |||||||
Software | 4,818 | 4,696 | |||||||
Capitalized website and software development costs | 29,832 | 23,214 | |||||||
Total property, equipment and software | 68,355 | 60,543 | |||||||
Less accumulated depreciation | (10,490 | ) | (9,279 | ) | |||||
Total property, equipment and software, net | $ | 57,865 | $ | 51,264 | |||||
Goodwill_and_Amortizable_Intan1
Goodwill and Amortizable Intangible Assets (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of Intangible Assets and Goodwill | Amortizable intangible assets as of March 31, 2015 and December 31, 2014 are as follows: | |||||||||||||
Cost | Accumulated Amortization | Net | Weighted-Average Remaining Amortization Period (in years) | |||||||||||
March 31, 2015 | ||||||||||||||
Member list | $ | 1,670 | $ | 464 | $ | 1,206 | 4.3 | |||||||
Content | 140 | 78 | 62 | 1.3 | ||||||||||
Core technology | 110 | 61 | 49 | 1.3 | ||||||||||
Data acquisition costs | 2,598 | 1,638 | 960 | 1.4 | ||||||||||
Other intangible assets | 300 | 108 | 192 | 1.9 | ||||||||||
Total amortizable intangible assets | $ | 4,818 | $ | 2,349 | $ | 2,469 | ||||||||
Cost | Accumulated Amortization | Net | Weighted-Average Remaining Amortization Period (in years) | |||||||||||
December 31, 2014 | ||||||||||||||
Member list | $ | 1,670 | $ | 394 | $ | 1,276 | 4.6 | |||||||
Content | 140 | 66 | 74 | 1.6 | ||||||||||
Core technology | 110 | 52 | 58 | 1.6 | ||||||||||
Data acquisition costs | 3,488 | 2,358 | 1,130 | 1.2 | ||||||||||
Other intangible assets | 300 | 83 | 217 | 2.2 | ||||||||||
Total amortizable intangible assets | $ | 5,708 | $ | 2,953 | $ | 2,755 | ||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accrued Liabilities [Abstract] | |||||||||
Schedule of Accrued Liabilities | Accrued liabilities was comprised of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued sales commissions | $ | 2,238 | $ | 2,627 | |||||
Sales and use tax | 3,651 | 4,263 | |||||||
Accrued compensation | 8,462 | 6,126 | |||||||
Uninvoiced accounts payable | 8,712 | 2,749 | |||||||
Legal settlement accrual | 1,642 | 2,183 | |||||||
Other accrued liabilities | 8,836 | 5,241 | |||||||
Total accrued liabilities | $ | 33,541 | $ | 23,189 | |||||
Debt_and_Credit_Arrangements_D
Debt and Credit Arrangements Debt and Credit Arrangements (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-term Debt Instruments | Long-term debt, net, was comprised of the following as of March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Term loan | $ | 60,000 | $ | 60,000 | |||||
Fees paid to lender | (1,086 | ) | (1,146 | ) | |||||
Total debt, net | 58,914 | 58,854 | |||||||
Less current maturities | — | — | |||||||
Total long-term debt, net | $ | 58,914 | $ | 58,854 | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 26, 2014 | |
segment | |||
Summary of Significant Accounting Policies [Line Items] | |||
Total combined future minimum payment obligations | $10,353,000 | ||
Long-term debt, net | 58,914,000 | 58,854,000 | |
Number of operating segments | 1 | ||
Annual or Multi Year Members [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Estimated average membership life | 80 months | ||
Monthly Members [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Estimated average membership life | 13 months | ||
Term Loan [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Face amount of term loan | $60,000,000 |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share - Antidilutive securities (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss per common sharebbasic and diluted (in Dollars per share) | $0.07 | ($0.06) |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 7,053,887 | 4,761,665 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 416,155 | 0 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of the financial instruments of the company at fair value (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | $24,871 | $24,873 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | 331 | 365 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value | 240 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value | 331 | 365 |
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 | 331 | 365 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value | 24,531 | 24,479 |
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 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair market value | 240 | |
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 | 3,020 | 3,033 |
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 | 3,017 | 3,028 |
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 | 21,520 | 21,235 |
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 | 21,514 | 21,211 |
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ||
Prepaid and deferred commissions | $11,242 | $11,378 |
Other | 10,995 | 6,742 |
Total prepaid expenses and other current assets | $22,237 | $18,120 |
Property_Equipment_and_Softwar2
Property, Equipment and Software (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | $68,355 | $60,543 |
Less accumulated depreciation | -10,490 | -9,279 |
Property, equipment and software, Net | 57,865 | 51,264 |
Construction in Progress, Gross | 22,418 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 28,703 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 12,908 | 12,450 |
Construction in Progress, Gross | 127 | 76 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 3,105 | 3,101 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 17,692 | 17,082 |
Construction in Progress, Gross | 1,273 | 826 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 4,818 | 4,696 |
Construction in Progress, Gross | 56 | 138 |
Capitalized website and software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 29,832 | 23,214 |
Construction in Progress, Gross | 27,247 | 21,378 |
Other Capitalized Property Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | $1,776 | $1,410 |
Goodwill_and_Amortizable_Intan2
Goodwill and Amortizable Intangible Assets - Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $4,818 | $5,708 |
Accumulated Amortization | 2,349 | 2,953 |
Amortizable intangible assets, net | 2,469 | 2,755 |
Member List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,670 | 1,670 |
Accumulated Amortization | 464 | 394 |
Amortizable intangible assets, net | 1,206 | 1,276 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 110 days | 4 years 219 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 140 | 140 |
Accumulated Amortization | 78 | 66 |
Amortizable intangible assets, net | 62 | 74 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 110 days | 1 year 219 days |
Core Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 110 | 110 |
Accumulated Amortization | 61 | 52 |
Amortizable intangible assets, net | 49 | 58 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 110 days | 1 year 219 days |
Data Acquisition Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,598 | 3,488 |
Accumulated Amortization | 1,638 | 2,358 |
Amortizable intangible assets, net | 960 | 1,130 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 146 days | 1 year 73 days |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 300 | 300 |
Accumulated Amortization | 108 | 83 |
Amortizable intangible assets, net | $192 | $217 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 329 days | 2 years 73 days |
Goodwill_and_Amortizable_Intan3
Goodwill and Amortizable Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Goodwill | 1,145 | 1,145 |
Finite-Lived Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Member List [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | 6 years |
Accrued_Liabilities_Accrued_li
Accrued Liabilities - Accrued liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Accrued sales commissions | $2,238 | $2,627 |
Sales and use tax | 3,651 | 4,263 |
Accrued compensation | 8,462 | 6,126 |
Uninvoiced accounts payable | 8,712 | 2,749 |
Legal settlement accrual | 1,642 | 2,183 |
Other accrued liabilities | 8,836 | 5,241 |
Total accrued liabilities | $33,541 | $23,189 |
Debt_and_Credit_Arrangements_D1
Debt and Credit Arrangements (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Sep. 26, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Term loan | $60,000,000 | $60,000,000 | |
Fees paid to lender | 1,086,000 | 1,146,000 | |
Total debt, net | 58,914,000 | 58,854,000 | |
Less current maturities | 0 | 0 | |
Long-term debt, net | 58,914,000 | 58,854,000 | |
Percent of excess cash flow to be used for loan prepayment, maximum | 50.00% | ||
Premium to be paid on prepayment | 1.00% | ||
Deferred Finance Costs, Gross | 1,957,000 | ||
Deferred Finance Costs, Noncurrent, Net | 1,756,000 | 1,854,000 | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 0.50% | ||
Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 3.25% | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Fees paid to lender | 1,086,000 | ||
Face amount of term loan | 60,000,000 | ||
Periodic principal payments on term loan | 750,000 | ||
Term Loan [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 6.75% | ||
Term Loan [Member] | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 5.75% | ||
Delayed Draw Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of term loan | 25,000,000 | ||
Periodic payment as a percent of amount funded | 1.25% | ||
Commitment fee as a percent of unborrowed amounts | 0.75% | ||
Debt Instrument, Unused Borrowing Capacity, Amount | $25,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Putative Securities Class Action Litigation [Member]) | 0 Months Ended |
Dec. 23, 2013 | |
claim | |
Putative Securities Class Action Litigation [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 2 |