Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 25, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Angie's List, Inc. | |
Entity Central Index Key | 1,491,778 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 58,780,545 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 34,575,000 | $ 32,599,000 |
Short-term investments | 23,913,000 | 23,976,000 |
Accounts receivable, net of allowance for doubtful accounts of $2,187 and $1,658 at June 30, 2016 and December 31, 2015, respectively | 16,890,000 | 17,019,000 |
Prepaid expenses and other current assets | 18,298,000 | 19,026,000 |
Total current assets | 93,676,000 | 92,620,000 |
Property, equipment and software, net | 84,226,000 | 77,635,000 |
Goodwill | 1,145,000 | 1,145,000 |
Amortizable intangible assets, net | 1,609,000 | 2,011,000 |
Total assets | 180,656,000 | 173,411,000 |
Liabilities and stockholders’ equity (deficit) | ||
Accounts payable | 7,614,000 | 10,525,000 |
Accrued liabilities | 29,581,000 | 20,287,000 |
Less current maturities | 0 | 1,500,000 |
Total current liabilities | 112,907,000 | 113,944,000 |
Long-term debt, net | 57,950,000 | 56,134,000 |
Other liabilities, noncurrent | 1,152,000 | 1,332,000 |
Total liabilities | 175,456,000 | 175,792,000 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,336,563 and 67,162,990 shares issued and 58,777,851 and 58,604,278 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 67,000 | 67,000 |
Additional paid-in-capital | 282,233,000 | 275,445,000 |
Treasury stock, at cost: 8,558,712 shares of common stock at June 30, 2016 and December 31, 2015 | (23,719,000) | (23,719,000) |
Accumulated deficit | (253,381,000) | (254,174,000) |
Total stockholders’ equity (deficit) | 5,200,000 | (2,381,000) |
Total liabilities and stockholders’ equity (deficit) | 180,656,000 | 173,411,000 |
Deferred membership revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue, current | 29,250,000 | 32,702,000 |
Deferred revenue, noncurrent | 3,108,000 | 3,742,000 |
Deferred advertising revenue [Member] | ||
Liabilities and stockholders’ equity (deficit) | ||
Deferred revenue, current | 46,462,000 | 48,930,000 |
Deferred revenue, noncurrent | $ 339,000 | $ 640,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,187 | $ 1,658 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 67,336,563 | 67,162,990 |
Common stock, shares outstanding | 58,777,851 | 58,604,278 |
Treasury stock, at cost, shares of common stock | 8,558,712 | 8,558,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Membership | $ 15,645 | $ 16,910 | $ 31,979 | $ 34,249 |
Service provider | 67,415 | 70,425 | 134,937 | 136,629 |
Total revenue | 83,060 | 87,335 | 166,916 | 170,878 |
Operating expenses | ||||
Operations and support | 10,172 | 15,456 | 22,381 | 29,454 |
Selling | 26,983 | 31,552 | 54,815 | 59,844 |
Marketing | 14,432 | 28,726 | 33,547 | 47,555 |
Product and technology | 13,323 | 9,571 | 23,357 | 17,987 |
General and administrative | 11,995 | 9,586 | 30,042 | 18,312 |
Operating income (loss) | 6,155 | (7,556) | 2,774 | (2,274) |
Interest expense, net | 1,352 | 784 | 1,968 | 1,696 |
Income (loss) before income taxes | 4,803 | (8,340) | 806 | (3,970) |
Income tax expense | 6 | 9 | 13 | 19 |
Net income (loss) | $ 4,797 | $ (8,349) | $ 793 | $ (3,989) |
Earnings Per Share, Basic | $ 0.08 | $ (0.14) | $ 0.01 | $ (0.07) |
Earnings Per Share, Diluted | $ 0.08 | $ (0.14) | $ 0.01 | $ (0.07) |
Weighted Average Number of Shares Outstanding, Basic | 58,710,321 | 58,516,677 | 58,662,100 | 58,516,677 |
Weighted Average Number of Shares Outstanding, Diluted | 59,643,950 | 58,516,677 | 59,637,852 | 58,516,677 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net income (loss) | $ 793 | $ (3,989) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 5,254 | 3,203 |
Amortization of debt discount, deferred financing fees and bond premium | 333 | 355 |
Non-cash stock-based compensation | 6,718 | 4,523 |
Asset Impairment Charges | 0 | 686 |
Gain (Loss) on Disposition of Assets | 171 | 279 |
Changes in certain assets: | ||
Accounts receivable | 129 | (167) |
Prepaid expenses and other current assets | 728 | (3,257) |
Changes in certain liabilities: | ||
Accounts payable | (2,542) | 9,918 |
Accrued liabilities | 9,557 | 10,002 |
Net cash provided by operating activities | 14,286 | 23,208 |
Investing activities | ||
Purchases of investments | (11,274) | (9,200) |
Sales of investments | 11,320 | 10,995 |
Property, equipment and software | (3,208) | (3,516) |
Capitalized website and software development costs | (8,973) | (13,849) |
Intangible assets | (129) | (206) |
Net cash (used in) investing activities | (12,264) | (15,776) |
Financing activities | ||
Proceeds from exercise of stock options | 500 | 0 |
Taxes paid on behalf of employees related to net share settlement | (430) | 0 |
Payments on capital lease obligation | (116) | (108) |
Net cash (used in) financing activities | (46) | (108) |
Net increase in cash and cash equivalents | 1,976 | 7,324 |
Cash and cash equivalents, beginning of period | 32,599 | 39,991 |
Cash and cash equivalents, end of period | 34,575 | 47,315 |
Supplemental cash flow disclosures | ||
Capital expenditures incurred but not yet paid | 820 | 1,643 |
Deferred advertising revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | (2,769) | 1,962 |
Deferred membership revenue [Member] | ||
Changes in certain liabilities: | ||
Deferred revenue | $ (4,086) | $ (307) |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”, “we”, “us” or “our”) operates a national local services consumer review service and marketplace where members 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 now available to members free-of-charge, assist members in identifying and hiring a highly-rated provider for their local service needs. The Company's services are provided in markets located across the continental United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods presented. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. Reclassification of Prior Year Presentation Certain prior year amounts were reclassified for consistency with the current period presentation, including the marketing compensation and personnel-related costs and general marketing operating expenditures that were moved from general and administrative expense and selling expense to marketing expense within the consolidated statements of operations. These reclassifications did not materially impact the consolidated financial statements. Significant Accounting Policies As of January 1, 2016, the Company adopted the Financial Accounting Standards Board (the “FASB”) Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, including $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. There were no other material changes to the Company's significant accounting policies from those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company's assessment during the three or six month periods ended June 30, 2016 . While the Company reported net income for the three and six months ended June 30, 2016 , any taxable income for these periods will ultimately 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 in the condensed consolidated statement of operations for the three and six months ended June 30, 2016 . Contractual Obligations The Company's contractual obligations primarily consist of long-term noncancellable operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. There have been no significant changes in the Company's contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Total combined future minimum payment obligations under long-term noncancellable operating leases amounted to approximately $8,152 as of June 30, 2016 , and the Company had $57,950 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of the same date. Stock-Based Compensation On June 29, 2016, the Company granted 3,034,329 performance awards of restricted stock units (“PRSUs”) under a long-term incentive plan (the “2016 LTIP”) to its executive officers and other members of the Company’s senior leadership team as of that date. The PRSUs granted are contingent upon the Company’s performance with respect to certain predetermined Total Cumulative Revenue targets over the 33 -month period commencing April 1, 2016 and concluding December 31, 2018, subject to the Company's achievement of a predetermined cumulative Adjusted EBITDA threshold over the same time period. The 3,034,329 PRSUs granted represent the number of shares to be issued at the 100% target achievement level for this award. The number of shares ultimately issued could be 0% or range from 75% (threshold achievement level) to 200% (maximum achievement level) of the granted amount based on the Company's performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and maximum achievement levels. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date. The Company will recognize stock-based compensation expense for these awards over the vesting period based on the probable achievement of the aforementioned performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three and six months ended June 30, 2016 , stock-based compensation expense related to the 2016 LTIP was not material. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. The Company is currently evaluating the impact of this update on the consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe that the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB's new revenue standard related to identifying performance obligations and licensing implementation. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB's transition resource group and clarify the new revenue standard's core revenue recognition principles. The Company is currently evaluating the future impact and method of adoption of these updates with respect to the consolidated financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Income (Loss) Per Common Share Basic and diluted net income (loss) per common share is computed by dividing consolidated net income (loss) by the basic and diluted weighted-average number of common shares outstanding, respectively, for the period. Basic net income (loss) per common share was $0.08 and $(0.14) for the three months ended June 30, 2016 and 2015 , respectively, and $0.01 and $(0.07) for the six months ended June 30, 2016 and 2015 , respectively. Diluted net income (loss) per common share was $0.08 and $(0.14) for the three months ended June 30, 2016 and 2015 , respectively, and $0.01 and $(0.07) for the six months ended June 30, 2016 and 2015 , respectively. The following table shows the calculation of the diluted weighted-average number of common shares outstanding: Three Months Ended Six Months Ended 2016 2015 2016 2015 Weighted-average number of common shares outstanding — basic 58,710,321 58,516,677 58,662,100 58,516,677 Total dilutive effect of outstanding equity awards 933,629 — 975,752 — Weighted-average number of common shares outstanding — diluted 59,643,950 58,516,677 59,637,852 58,516,677 The following potentially dilutive equity awards were not included in the diluted net income (loss) per common share calculation as they would have an antidilutive effect for the periods presented: Three Months Ended Six Months Ended 2016 2015 2016 2015 Stock options 7,376,383 7,535,129 7,358,351 7,535,129 Restricted stock units 2,315,818 879,393 2,274,574 879,393 Performance awards of restricted stock units 3,614,784 — 3,631,937 — The PRSUs granted under the 2016 LTIP were not included in the computation of diluted weighted-average number of common shares outstanding as the number of shares that will ultimately be issued is contingent upon the Company's achievement of certain predetermined performance conditions and does not meet the criteria for inclusion per the applicable U.S. GAAP guidance. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Whenever possible, quoted prices in active markets are used to determine the fair value of the Company's financial instruments. The Company's financial instruments are not held for trading or other speculative purposes. The estimated fair value of financial instruments was determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may materially impact the estimated fair value amounts. Fair Value Hierarchy Fair value is based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), the Company categorized the financial assets and liabilities that are adjusted to fair value based on the priority of the inputs to the valuation technique, following the three-level fair value hierarchy prescribed by ASC 820, as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs that are used when little or no market data is available. Valuation Techniques The Company’s money market fund investments, the maturities for which are less than 90 days, are classified as cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations using quoted market prices. Short-term investments consist of certificates of deposit, corporate bonds and U.S. Treasury securities with maturities of more than 90 days but less than one year. As many fixed income securities do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data and industry and economic events. The Company’s fixed income certificates of deposit, U.S. Treasury securities and corporate bond investments with fixed maturities are valued using recent trades or pricing models and are therefore classified within Level 2 of the fair value hierarchy. Recurring Fair Value Measurements There were no movements between fair value measurement levels for the Company’s cash equivalents and investments in the first six months of 2016 or in 2015 , and there were no material unrealized gains or losses as of June 30, 2016 or December 31, 2015 . The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of June 30, 2016 and December 31, 2015 : Fair Value Measurement at June 30, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 1,099 $ 1,099 $ — $ — Investments: Certificates of deposit 17,110 — 17,115 — U.S. Treasury securities 6,803 — 6,810 — Total assets $ 25,012 $ 1,099 $ 23,925 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 970 $ 970 $ — $ — Investments: Certificates of deposit 19,310 — 19,292 — U.S. Treasury securities 3,652 — 3,649 — Corporate bonds 1,014 — 1,013 — Total assets $ 24,946 $ 970 $ 23,954 $ — The Company reviews its investment portfolio for other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may be impaired, considering such factors as the duration, severity and reason for the decline in value as well as the potential recovery period. During the three and six months ended June 30, 2016 and 2015 , the Company did not recognize any other-than-temporary impairment losses. The carrying amount of the term loan approximates fair value, using Level 2 inputs, as this borrowing bears interest at a variable (market) rate at June 30, 2016 and December 31, 2015 . Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events, including those described in Note 6, “Goodwill and Amortizable Intangible Assets,” that are adjusted to fair value in certain circumstances when the carrying values are more than the fair values. The categorization of the framework used to price the assets in the event of an impairment is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition using Level 2 and Level 3 inputs. The carrying amounts of accounts receivable and accounts payable reported in the condensed consolidated balance sheets approximate fair value. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Prepaid and deferred commissions $ 7,373 $ 8,573 Other prepaid expenses and current assets 10,925 10,453 Total prepaid expenses and other current assets $ 18,298 $ 19,026 |
Property, Equipment and Softwar
Property, Equipment and Software | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Furniture and equipment $ 16,024 $ 14,179 Land 3,448 3,392 Buildings and improvements 19,943 19,035 Software 5,951 5,814 Capitalized website and software development costs 56,189 47,877 Total property, equipment and software 101,555 90,297 Less accumulated depreciation (17,329 ) (12,662 ) Total property, equipment and software, net $ 84,226 $ 77,635 |
Goodwill and Amortizable Intang
Goodwill and Amortizable Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Amortizable Intangible Assets | Goodwill and Amortizable Intangible Assets The Company has goodwill as well as certain amortizable intangible assets consisting of data acquisition costs, a member list, content, core technology and other intangible assets related to the purchase of a website domain name. Amortization of the intangible assets is computed using the straight-line method over the estimated lives of the assets, which are six years for the member list and three years for the content, core technology, data acquisition costs and other intangible assets. Amortizable intangible assets as of June 30, 2016 and December 31, 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) June 30, 2016 Member list $ 1,670 $ 812 $ 858 3.1 Content 140 136 4 0.1 Core technology 110 107 3 0.1 Data acquisition costs 1,517 840 677 1.5 Other intangible assets 300 233 67 0.7 Total amortizable intangible assets $ 3,737 $ 2,128 $ 1,609 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) December 31, 2015 Member list $ 1,670 $ 673 $ 997 3.6 Content 140 113 27 0.6 Core technology 110 88 22 0.6 Data acquisition costs 1,920 1,072 848 1.5 Other intangible assets 300 183 117 1.2 Total amortizable intangible assets $ 4,140 $ 2,129 $ 2,011 The Company’s recorded goodwill balance as of both June 30, 2016 and December 31, 2015 was $1,145 . |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Accrued sales commissions $ 1,149 $ 1,461 Sales and use tax 4,316 4,307 Accrued compensation 6,462 6,826 Uninvoiced accounts payable 10,365 2,384 Contingent legal liability 3,500 — Other accrued liabilities 3,789 5,309 Total accrued liabilities $ 29,581 $ 20,287 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Long-term debt, net, was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,267 ) (1,462 ) Unamortized fees paid to lender (783 ) (904 ) Total debt, net 57,950 57,634 Less current maturities — (1,500 ) Total long-term debt, net $ 57,950 $ 56,134 On September 26, 2014, the Company entered into a financing agreement for a $60,000 term loan and a $25,000 delayed draw term loan. On June 10, 2016, the Company entered into a first amendment to the financing agreement which, among other things, (i) extended the commencement of the Company’s quarterly repayment obligations under the term loan from September 30, 2016 to September 30, 2017; (ii) revised the financial covenants for minimum consolidated EBITDA, as defined in the financing agreement, for periods ending after June 30, 2016, (iii) revised the financial covenant related to minimum required liquidity from $10,000 to $30,000 ; (iv) removed the financial covenant related to minimum membership revenue for periods ending after March 31, 2016; and (v) modified the basis for the calculation of the applicable interest rate. In accordance with the first amendment to the financing agreement, unless and until the Company's consolidated EBITDA exceeds $30,000 for any four consecutive fiscal quarters ending after June 10, 2016, 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 7.25% 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 6.25% . Should the Company's consolidated EBITDA exceed $30,000 for any four consecutive fiscal quarters ending after June 10, 2016, amounts outstanding under the financing agreement will bear interest thereafter at a per annum rate, at the option of the Company, equal to, in accordance with the basis for the calculation of the applicable interest rate set forth in the original financing agreement, (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, subject to a floor of 3.25% , plus 5.75% . The financing agreement requires monthly interest payments on the first business day of each month until maturity on any principal amounts outstanding under either debt facility. The financing agreement further obligates the Company to make quarterly principal payments on the term loan of $750 on the last day of each calendar quarter, commencing with the quarter ending September 30, 2017, and to repay the remaining balance of the term loan at maturity. The Company is required to make principal payments on the outstanding balance of the delayed draw term loan equal to 1.25% of the amount of such loan funded at or prior to the last day of each calendar quarter, 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. As specified by the first amendment to the financing agreement, the Company must pay a 1% premium on prepayments made on or before June 10, 2017, subject to certain exceptions as 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 June 30, 2016 , the Company had $57,950 in outstanding borrowings, net of unamortized deferred financing fees of $1,267 and unamortized fees paid to the lender of $783 , 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 and maximum consolidated capital expenditures. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, defaults under other material indebtedness, or a change in control, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company was in compliance with all financial and non-financial covenants at June 30, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is regularly involved in litigation, both as a plaintiff and as a defendant, relating to its business and operations. The Company assesses the likelihood of any judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company’s reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of the matters listed below will not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can adversely impact the Company as a result of defense and settlement costs, diversion of management resources and other factors. Moore, et al. v. Angie's List, Inc., 2:15cv-01243-SD . On March 11, 2015, a lawsuit seeking class action status was filed against the Company in the U.S. District Court for the Eastern District of Pennsylvania. The lawsuit alleges claims for breaches of contract and the covenant of good faith and fair dealing, fraud and fraudulent inducement, unjust enrichment and violation of Pennsylvania’s Unfair Trade Practices and Consumer Protection Law premised on the allegations that the Company does not disclose that it accepts advertising payments from service providers or that the payments allegedly will impact the service provider letter-grade ratings, the content and availability of reviews about the provider and the provider's place in search-result rankings. The Company filed a motion to dismiss on May 13, 2015, which was granted in part on August 7, 2015. In particular, the plaintiff's claims for breach of the covenant of good faith and fair dealing and unjust enrichment were dismissed from the action. The parties proceeded to exchange extensive written and document discovery and conducted depositions. Discovery closed on April 14, 2016. During the discovery period, certain other cases with similar allegations also were filed by some of the same plaintiffs’ counsel in federal court in California ( Zygelman v. Angie's List, Inc., 3:16-cv-00276-SI ) and New Jersey ( Glick v. Angie's List, Inc., 2:16-cv-00546-MCA-MAH ), each discussed below. Following mediation sessions held on April 4, 2016 and April 12, 2016, the parties executed a Memorandum of Understanding (“MOU”) on April 19, 2016 to settle the claims on a class-wide basis. Among other relief, the settlement provides for a cash payment of up to $2,350 to create a fund for the payment of cash to settlement class members and for the payment of attorneys’ fees and costs to plaintiffs’ counsel as approved by the court. Settlement class members will have the option of sharing in the cash fund or selecting a free period of membership of up to four months depending on the date and length of their membership with Angie’s List. The settlement also provides certain prospective relief in the form of enhanced explanations in the Company's Membership Agreement and in responses to Frequently Asked Questions concerning, among other things, the advertising revenue earned from service providers. In accordance with U.S. GAAP, the Company recorded a $3,500 contingent liability related to this matter in the first quarter of 2016, and this amount includes the cost of the cash fund described above as well as the payment of reasonable notice and administration costs, attorneys’ fees and an assumption of revenue the Company will forego as a result of certain class members selecting the option for a free period of membership. As part of the settlement, plaintiffs' counsel filed, and the Company did not oppose, a motion to amend the complaint in the Moore matter to add both the Zygelman and Glick plaintiffs as named plaintiffs for settlement purposes only, as well as a motion for preliminary approval of a class-wide settlement. By order dated July 11, 2016, the court granted the motion to amend the complaint, and the conditional amended class action complaint was filed as of that date. On July 12, 2016, the court entered an order granting the unopposed motion for preliminary approval of the proposed class action settlement, which, among other things, ordered that notice of the settlement be provided to the settlement class and scheduled a fairness hearing for November 8, 2016. The proposed settlement remains subject to final court approval. Glick v. Angie's List, Inc., 2:16-cv-00546-MCA-MAH . On February 1, 2016, Gary Glick, an Angie's List member, filed a putative class action lawsuit in the United States District Court for the District of New Jersey. The plaintiff alleged that the Company deceives its consumers by representing that service providers “can't pay” or “don't pay” to be on Angie's List, while concealing that service providers pay advertising fees to influence their search result ranking, and further asserts other claims substantially similar to those alleged in the Moore litigation. The plaintiff's complaint includes claims for breach of contract and for a violation of the New Jersey Consumer Fraud Act. The Glick action was voluntarily dismissed without prejudice on July 13, 2016, in accordance with the aforementioned class action settlement. Zygelman v. Angie's List, Inc., 3:16-cv-00276-SI . On January 15, 2016, Michelle Zygelman, an Angie's List member, filed a putative class action lawsuit in the United States District Court for the Northern District of California. The plaintiff alleged claims substantially similar to those in the Glick action but is seeking relief under California consumer protection statutes. The Zygelman action was voluntarily dismissed without prejudice on July 14, 2016, in accordance with the aforementioned class action settlement. Williams, et al. v. Angie’s List, Inc., 1:16-cv-878 . On April 20, 2016, a group of former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges that the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage Statutes and (ii) overtime wages in violation of the Fair Labor Standards Act (29 U.S.C. §§ 206-07) and is requesting payment of all damages, including unpaid wages, interest, attorneys’ fees and other charges. A first and second amended complaint was filed, adding additional named plaintiffs, and the Company’s answer to the second amended complaint was filed on July 26, 2016. The plaintiffs filed a motion for conditional certification on June 10, 2016, and the Company filed its response brief in opposition to motion for conditional certification on July 15, 2016. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. Crabtree, et al. v. Angie’s List, Inc., 1:16-cv-877 . On April 20, 2016, three former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges that the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage Statutes and (ii) overtime wages in violation of the Fair Labor Standards Act (29 U.S.C. §§ 206-07) and is requesting payment of all damages, including unpaid wages, interest, attorneys’ fees and other charges. The plaintiffs filed a first amended complaint in May 2016, adding one additional Indiana wage statute claim. The Company filed its answer and defenses on June 9, 2016. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation On June 29, 2016, the Company granted 3,034,329 performance awards of restricted stock units (“PRSUs”) under a long-term incentive plan (the “2016 LTIP”) to its executive officers and other members of the Company’s senior leadership team as of that date. The PRSUs granted are contingent upon the Company’s performance with respect to certain predetermined Total Cumulative Revenue targets over the 33 -month period commencing April 1, 2016 and concluding December 31, 2018, subject to the Company's achievement of a predetermined cumulative Adjusted EBITDA threshold over the same time period. The 3,034,329 PRSUs granted represent the number of shares to be issued at the 100% target achievement level for this award. The number of shares ultimately issued could be 0% or range from 75% (threshold achievement level) to 200% (maximum achievement level) of the granted amount based on the Company's performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and maximum achievement levels. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date. The Company will recognize stock-based compensation expense for these awards over the vesting period based on the probable achievement of the aforementioned performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three and six months ended June 30, 2016 , stock-based compensation expense related to the 2016 LTIP was not material. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly present the results for the periods presented. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts were reclassified for consistency with the current period presentation, including the marketing compensation and personnel-related costs and general marketing operating expenditures that were moved from general and administrative expense and selling expense to marketing expense within the consolidated statements of operations. These reclassifications did not materially impact the consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. The Company is currently evaluating the impact of this update on the consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09: Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 will be effective for the Company in fiscal year 2017, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe that the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB's new revenue standard related to identifying performance obligations and licensing implementation. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB's transition resource group and clarify the new revenue standard's core revenue recognition principles. The Company is currently evaluating the future impact and method of adoption of these updates with respect to the consolidated financial statements. Significant Accounting Policies As of January 1, 2016, the Company adopted the Financial Accounting Standards Board (the “FASB”) Accounting Standards Update No. 2015-03: Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , resulting in the Company reclassifying the deferred financing fees previously recorded in other noncurrent assets, including $1,462 as of December 31, 2015, to net long-term debt in the consolidated balance sheets. There were no other material changes to the Company's significant accounting policies from those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . |
Income Taxes- Valuation Allowance | Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company's assessment during the three or six month periods ended June 30, 2016 . While the Company reported net income for the three and six months ended June 30, 2016 , any taxable income for these periods will ultimately 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 in the condensed consolidated statement of operations for the three and six months ended June 30, 2016 . |
Contractual Obligations | Contractual Obligations The Company's contractual obligations primarily consist of long-term noncancellable operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. There have been no significant changes in the Company's contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . Total combined future minimum payment obligations under long-term noncancellable operating leases amounted to approximately $8,152 as of June 30, 2016 , and the Company had $57,950 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of the same date. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended Six Months Ended 2016 2015 2016 2015 Weighted-average number of common shares outstanding — basic 58,710,321 58,516,677 58,662,100 58,516,677 Total dilutive effect of outstanding equity awards 933,629 — 975,752 — Weighted-average number of common shares outstanding — diluted 59,643,950 58,516,677 59,637,852 58,516,677 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive equity awards were not included in the diluted net income (loss) per common share calculation as they would have an antidilutive effect for the periods presented: Three Months Ended Six Months Ended 2016 2015 2016 2015 Stock options 7,376,383 7,535,129 7,358,351 7,535,129 Restricted stock units 2,315,818 879,393 2,274,574 879,393 Performance awards of restricted stock units 3,614,784 — 3,631,937 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following tables summarize the Company's financial instruments at fair value based on the fair value hierarchy for each class of instrument as of June 30, 2016 and December 31, 2015 : Fair Value Measurement at June 30, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 1,099 $ 1,099 $ — $ — Investments: Certificates of deposit 17,110 — 17,115 — U.S. Treasury securities 6,803 — 6,810 — Total assets $ 25,012 $ 1,099 $ 23,925 $ — Fair Value Measurement at December 31, 2015 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 970 $ 970 $ — $ — Investments: Certificates of deposit 19,310 — 19,292 — U.S. Treasury securities 3,652 — 3,649 — Corporate bonds 1,014 — 1,013 — Total assets $ 24,946 $ 970 $ 23,954 $ — |
Prepaid Expenses and Other Cu18
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Prepaid and deferred commissions $ 7,373 $ 8,573 Other prepaid expenses and current assets 10,925 10,453 Total prepaid expenses and other current assets $ 18,298 $ 19,026 |
Property, Equipment and Softw19
Property, Equipment and Software (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, equipment and software was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Furniture and equipment $ 16,024 $ 14,179 Land 3,448 3,392 Buildings and improvements 19,943 19,035 Software 5,951 5,814 Capitalized website and software development costs 56,189 47,877 Total property, equipment and software 101,555 90,297 Less accumulated depreciation (17,329 ) (12,662 ) Total property, equipment and software, net $ 84,226 $ 77,635 |
Goodwill and Amortizable Inta20
Goodwill and Amortizable Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Amortizable intangible assets as of June 30, 2016 and December 31, 2015 were as follows: Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) June 30, 2016 Member list $ 1,670 $ 812 $ 858 3.1 Content 140 136 4 0.1 Core technology 110 107 3 0.1 Data acquisition costs 1,517 840 677 1.5 Other intangible assets 300 233 67 0.7 Total amortizable intangible assets $ 3,737 $ 2,128 $ 1,609 Cost Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Amortization Period (in years) December 31, 2015 Member list $ 1,670 $ 673 $ 997 3.6 Content 140 113 27 0.6 Core technology 110 88 22 0.6 Data acquisition costs 1,920 1,072 848 1.5 Other intangible assets 300 183 117 1.2 Total amortizable intangible assets $ 4,140 $ 2,129 $ 2,011 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Accrued sales commissions $ 1,149 $ 1,461 Sales and use tax 4,316 4,307 Accrued compensation 6,462 6,826 Uninvoiced accounts payable 10,365 2,384 Contingent legal liability 3,500 — Other accrued liabilities 3,789 5,309 Total accrued liabilities $ 29,581 $ 20,287 |
Debt and Credit Arrangements De
Debt and Credit Arrangements Debt and Credit Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net, was comprised of the following as of June 30, 2016 and December 31, 2015 : June 30, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (1,267 ) (1,462 ) Unamortized fees paid to lender (783 ) (904 ) Total debt, net 57,950 57,634 Less current maturities — (1,500 ) Total long-term debt, net $ 57,950 $ 56,134 |
Description of Business, Basi23
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) | Jun. 29, 2016shares | Jun. 30, 2016USD ($)segment | Dec. 31, 2015USD ($) |
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Percentage Available Based on Achievement Level, Threshold | 75.00% | ||
Debt Issuance Costs, Noncurrent, Net | $ 1,267,000 | $ 1,462,000 | |
Number of operating segments | segment | 1 | ||
Total combined future minimum payment obligations | $ 8,152,000 | ||
Long-term debt, net | 57,950,000 | 56,134,000 | |
Long-term Debt | 57,950,000 | 57,634,000 | |
Term Loan [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Face amount of term loan | $ 60,000,000 | ||
Accounting Standards Update 2015-03 [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Debt Issuance Costs, Noncurrent, Net | $ 1,462,000 | ||
Performance Restricted Stock Units [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares | 3,034,329 | ||
Share Based Compensation Arrangement By Share Based Payment Award Performance Measurement Period | 33 months | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Percentage Available Based on Achievement Level | 0.00% | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Percentage Available Based on Achievement Level | 200.00% |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Antidilutive securities (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted Average Number of Shares Outstanding, Basic | 58,710,321 | 58,516,677 | 58,662,100 | 58,516,677 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 933,629 | 0 | 975,752 | 0 |
Earnings Per Share, Diluted | $ 0.08 | $ (0.14) | $ 0.01 | $ (0.07) |
Weighted Average Number of Shares Outstanding, Diluted | 59,643,950 | 58,516,677 | 59,637,852 | 58,516,677 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 7,376,383 | 7,535,129 | 7,358,351 | 7,535,129 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 2,315,818 | 879,393 | 2,274,574 | 879,393 |
Performance Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 3,614,784 | 0 | 3,631,937 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the financial instruments of the company at fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities | $ 0 | $ 0 | |
Carrying value | 25,012 | $ 24,946 | |
Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 1,099 | 970 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 1,099 | 970 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 1,099 | 970 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 23,925 | 23,954 | |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
US Treasury Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 6,803 | 3,652 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 6,810 | 3,649 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Corporate Bond Securities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 1,014 | ||
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | ||
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 | 1,013 | ||
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | ||
Certificates of Deposit [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value | 17,110 | 19,310 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 0 | 0 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | 17,115 | 19,292 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair market value | $ 0 | $ 0 |
Prepaid Expenses and Other Cu26
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Other Assets [Abstract] | ||
Prepaid and deferred commissions | $ 7,373 | $ 8,573 |
Other | 10,925 | 10,453 |
Total prepaid expenses and other current assets | $ 18,298 | $ 19,026 |
Property, Equipment and Softw27
Property, Equipment and Software (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | $ 101,555 | $ 90,297 |
Less accumulated depreciation | (17,329) | (12,662) |
Property, equipment and software, Net | 84,226 | 77,635 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 16,024 | 14,179 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 3,448 | 3,392 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 19,943 | 19,035 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | 5,951 | 5,814 |
Capitalized website and software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and software, Gross | $ 56,189 | $ 47,877 |
Goodwill and Amortizable Inta28
Goodwill and Amortizable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 3,737 | $ 4,140 |
Accumulated Amortization | 2,128 | 2,129 |
Amortizable intangible assets, net | 1,609 | 2,011 |
Member List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,670 | 1,670 |
Accumulated Amortization | 812 | 673 |
Amortizable intangible assets, net | $ 858 | $ 997 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years 31 days | 3 years 219 days |
Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 140 | $ 140 |
Accumulated Amortization | 136 | 113 |
Amortizable intangible assets, net | $ 4 | $ 27 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 31 days | 219 days |
Core Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 110 | $ 110 |
Accumulated Amortization | 107 | 88 |
Amortizable intangible assets, net | $ 3 | $ 22 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 31 days | 219 days |
Data Acquisition Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,517 | $ 1,920 |
Accumulated Amortization | 840 | 1,072 |
Amortizable intangible assets, net | $ 677 | $ 848 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 183 days | 1 year 183 days |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 300 | $ 300 |
Accumulated Amortization | 233 | 183 |
Amortizable intangible assets, net | $ 67 | $ 117 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 243 days | 1 year 73 days |
Goodwill and Amortizable Inta29
Goodwill and Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,145 | $ 1,145 |
Finite-Lived Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Member List [Member] | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | 6 years |
Accrued Liabilities - Accrued l
Accrued Liabilities - Accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued sales commissions | $ 1,149 | $ 1,461 |
Sales and use tax | 4,316 | 4,307 |
Accrued compensation | 6,462 | 6,826 |
Uninvoiced accounts payable | 10,365 | 2,384 |
Estimated Litigation Liability | 3,500 | 0 |
Other accrued liabilities | 3,789 | 5,309 |
Total accrued liabilities | $ 29,581 | $ 20,287 |
Debt and Credit Arrangements (D
Debt and Credit Arrangements (Details) - USD ($) | Jun. 10, 2016 | Sep. 26, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Term loan | $ 60,000,000 | $ 60,000,000 | ||
Unamortized deferred financing fees | (1,267,000) | (1,462,000) | ||
Unamortized fees paid to lender | (783,000) | (904,000) | ||
Total debt, net | 57,950,000 | 57,634,000 | ||
Less current maturities | 0 | (1,500,000) | ||
Long-term debt, net | 57,950,000 | $ 56,134,000 | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of term loan | $ 60,000,000 | |||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum required liquidity | $ 30,000,000 | $ 10,000,000 | ||
Percent of excess cash flow to be used for loan prepayment, maximum | 50.00% | |||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing fees | $ (1,267,000) | |||
Unamortized fees paid to lender | (783,000) | |||
Total debt, net | 57,950,000 | |||
Face amount of term loan | 60,000,000 | |||
Periodic principal payments on term loan | $ 750,000 | |||
Debt Instrument Prepayment Premium | 1.00% | |||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, floor | 0.50% | 0.50% | ||
Basis spread | 7.25% | 6.75% | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate, floor | 3.25% | 3.25% | ||
Basis spread | 6.25% | 5.75% | ||
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Delayed Draw Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of term loan | $ 25,000,000 | |||
Periodic payment as a percent of amount funded | 1.25% | |||
Commitment fee as a percent of unborrowed amounts | 0.75% | |||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 25,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 19, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||||
Estimated Litigation Liability | $ 3,500 | $ 0 | ||
Moore v. Angie's List [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation Settlement, Amount | $ 2,350 | |||
Litigation Settlement, Optional Free Membership Period | 4 months | |||
Estimated Litigation Liability | $ 3,500 |