|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
27-2440197
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1030 E. Washington Street Indianapolis, IN
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46202
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(Address of principal executive offices)
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(Zip Code)
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(888) 888-5478
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(Registrant’s telephone number, including area code)
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Common Stock, $0.001 par value
|
|
The NASDAQ Global Market
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(Title of each class)
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(Name of each exchange on which registered)
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None
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(Title of each class)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
|
¨
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Table of Contents
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||
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Page No.
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|
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||
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||
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||
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||
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Year Ended December 31,
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||||||||||
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2016
|
|
2015
|
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2014
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||||||
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|
|
|
|
|
|
||||||
|
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(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
|
||||||
Membership
|
|
$
|
58,090
|
|
|
$
|
67,992
|
|
|
$
|
73,113
|
|
Service provider
|
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265,239
|
|
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276,133
|
|
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241,898
|
|
|||
Total revenue
|
|
$
|
323,329
|
|
|
$
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344,125
|
|
|
$
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315,011
|
|
Alarms
|
|
Driveways
|
|
Housecleaning
|
|
Pest Control
|
Appliance Repair
|
|
Dry Cleaning
|
|
Interior Design & Decorating
|
|
Plumbing
|
Auto Repair
|
|
Electrical
|
|
Landscaping
|
|
Pool & Spa Service
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Builders - Homes
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Fencing
|
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Lawn & Yard
|
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Remodeling
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Carpet Cleaning
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Flooring
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Lighting
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Rentals
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Closets
|
|
Garage Doors
|
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Masonry
|
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Roofing
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Decks & Porches
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Handyman
|
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Moving
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Snow Removal
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Doors
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Heating & A/C
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Painting
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Windows
|
•
|
retaining an overall member grade of “A” or “B”;
|
•
|
passing an annual criminal background check;
|
•
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attesting to proper licensing to perform listed work;
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•
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maintaining a company-verified profile page; and
|
•
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remaining in good business standing with us.
|
•
|
Search
. Our search technology combines structured and free-form content to enable our members to search for service providers in numerous categories. The search and sort functionality utilizes a number of factors, such as grade, number of reviews, service area and current discounts or other promotions, to connect our members with the most relevant service providers.
|
•
|
Targeted review acquisition
. We developed a review targeting engine for collecting reviews on service providers. This engine enables us to identify individuals who may have hired a service provider found through our platforms, and we then encourage these individuals to submit a review of their service experience.
|
•
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Fraud detection
. We employ various technology-based algorithms and filters, as well as third-party tools, to detect fraudulent reviews. Our reviews are not anonymous and provide a degree of traceability and accountability not present in many competitor websites.
|
•
|
Service provider sales lead targeting
. We utilize a scoring engine that assigns weights to a variety of attributes in order to effectively identify the most qualified prospective service provider leads for our service provider sales representatives to target.
|
•
|
Membership tools and service provider contracts
. We use proprietary tools for managing memberships and renewals as well as targeted service provider contracts.
|
•
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E-commerce tools
. We utilize dynamic tools that enable consumers to purchase services through our e-commerce marketplace platforms from highly-rated service providers.
|
•
|
Amazon Home & Business Services, Better Business Bureau, Consumers’ Checkbook, Facebook, Inc., Google AdWords Express, Groupon, Inc., HomeAdvisor, Inc., Houzz, Inc., Porch.com, Inc., Pro.com, Pro Referral.com (owned and operated by Red Beacon, Inc.), TaskRabbit, Inc., Thumbtack, Inc., the Yellow Pages and Yelp, Inc.
|
•
|
increasing the number of memberships in our markets;
|
•
|
maintaining high levels of member and service provider engagement;
|
•
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enticing members to engage and transact via our e-commerce marketplace;
|
•
|
competing effectively for advertising dollars with other online and offline advertising providers;
|
•
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continuing to enhance our advertising and e-commerce packaging and pricing strategies; and
|
•
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developing new products and services that are attractive to both members and service providers.
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•
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our failure to develop or offer new or improved products and services in a timely manner to keep pace with our competitors and the evolving needs of our members;
|
•
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our inability to market our products and services in a cost-effective manner to prospective and existing members; and
|
•
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our failure to provide a differentiated user experience, including regular upgrades and improvements to our products, services and technology platform.
|
•
|
member engagement with products and services on competitors’ platforms;
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•
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decreases in the number, or perceived quality, of reviews contributed by our members;
|
•
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failure to introduce new and improved products and services, or introduction of new products and services that do not effectively address member needs;
|
•
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technical or other problems impairing the availability or reliability of our products and services or otherwise negatively impacting the user experience; and
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•
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damage to our brand reputation or image.
|
•
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continuing to build our database of ratings and reviews of service providers;
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•
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increasing the number and variety of service providers reviewed by our members;
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•
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convincing prospective members of the benefits that can be derived from our products and services;
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•
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providing membership tiers that offer desirable benefits and levels of service at attractive price points;
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•
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delivering a compelling member experience, including relevant, high-quality discounts and deals and other promotional offers from our participating service providers; and
|
•
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innovating to keep pace with changes in technology and competition.
|
•
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our operating performance and the operating performance of similar companies;
|
•
|
our business strategies and related initiatives;
|
•
|
the overall performance of the equity markets;
|
•
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the number of shares of our common stock publicly owned and available for trading;
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•
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threatened or actual litigation;
|
•
|
changes in laws or regulations relating to our business;
|
•
|
any change in our board of directors or management;
|
•
|
publication of research reports about us or our industry, changes in securities analysts’ projections or recommendations, withdrawal of research coverage or our failure to meet analysts’ expectations;
|
•
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large volumes of sales of shares of our common stock by existing stockholders; and
|
•
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general political and economic conditions.
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•
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incur debt and liens;
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•
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pay dividends;
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•
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make redemptions and repurchases of capital stock;
|
•
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make loans and investments;
|
•
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make capital expenditures;
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•
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prepay, redeem or repurchase debt, other than under the financing agreement;
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•
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engage in acquisitions, consolidations, asset dispositions, sale-leaseback transactions and affiliate transactions;
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•
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change our business;
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•
|
amend our material agreements;
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•
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issue and sell capital stock of subsidiaries;
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•
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receive distributions from subsidiaries; and
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•
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grant negative pledges to other creditors.
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•
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our ability to retain our current paid memberships and build our overall membership base;
|
•
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our ability to attract and retain participating service providers and convince them to increase their advertising spending and engagement across our platforms;
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•
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our ability to drive engagement and transaction volume across our platforms;
|
•
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our revenue mix and any changes we make to our membership tiers and fee structure, e-commerce take rates or other sources of revenue;
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•
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our marketing and selling expenses;
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•
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our ability to effectively manage our growth;
|
•
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the effects of increased competition in our business and our ability to keep pace with our competitors’ advertising spending and technology innovations;
|
•
|
our ability to successfully develop new products and services;
|
•
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costs associated with defending any litigation or enforcing our intellectual property rights; and
|
•
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changes in government regulation affecting our business.
|
•
|
potential failure to achieve the expected benefits of the reorganization;
|
•
|
difficulties in and the cost of reorganizing operations, services and personnel;
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•
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diversion of financial and managerial resources from existing operations;
|
•
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potential loss of key employees;
|
•
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inability to generate sufficient revenue to offset reorganization costs;
|
•
|
liabilities and expenses associated with the reorganization, both known and unknown; and
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•
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negative impacts due to a reduction in productivity and efficiency caused by the reorganization process.
|
•
|
responding to common actions of an activist stockholder, such as public proposals and requests for special meetings, potential nominations of candidates for election to our board of directors, requests to pursue a strategic combination or other transaction or other special requests, could disrupt our operations, be costly and time-consuming or divert the attention of our management and employees;
|
•
|
perceived uncertainties as to our future direction in relation to the actions of an activist stockholder may result in the loss of potential business opportunities or the perception that we are unstable and need to make changes, which may be exploited by our competitors and make it more difficult to attract and retain key personnel as well as members and service providers;
|
•
|
pursuit of an activist stockholder’s agenda may adversely affect our ability to effectively implement our business strategies and create additional value for our stockholders; and
|
•
|
actions of an activist stockholder may cause fluctuations in our stock price based on speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to replace a majority of our board of directors;
|
•
|
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by a majority vote of the Board of Directors, the Chairman of our Board of Directors, the Chief Executive Officer or the Secretary, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our certificate of incorporation relating to the issuance of preferred stock and management of our business or our bylaws, which may inhibit the ability of an acquirer to amend our certificate of incorporation or bylaws to facilitate a hostile acquisition;
|
•
|
the ability of our board of directors, by majority vote, to amend our bylaws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend our bylaws to facilitate a hostile acquisition; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
|
|
|
2015
|
||||||
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
7.80
|
|
|
$
|
4.36
|
|
Second Quarter
|
|
7.38
|
|
|
5.37
|
|
||
Third Quarter
|
|
6.44
|
|
|
3.73
|
|
||
Fourth Quarter
|
|
11.25
|
|
|
4.91
|
|
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||||||||
Angie
’
s List, Inc.
|
|
$
|
100.00
|
|
|
$
|
74.47
|
|
|
$
|
94.10
|
|
|
$
|
38.70
|
|
|
$
|
58.07
|
|
|
$
|
51.12
|
|
NASDAQ Composite
|
|
100.00
|
|
|
116.41
|
|
|
165.47
|
|
|
188.69
|
|
|
200.32
|
|
|
216.54
|
|
||||||
RDG Internet Composite
|
|
100.00
|
|
|
119.34
|
|
|
195.83
|
|
|
192.42
|
|
|
264.96
|
|
|
277.56
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Revenue
|
|
|
||||||||||||||||||
Membership
|
|
$
|
58,090
|
|
|
$
|
67,992
|
|
|
$
|
73,113
|
|
|
$
|
65,307
|
|
|
$
|
47,717
|
|
Service provider
|
|
265,239
|
|
|
276,133
|
|
|
241,898
|
|
|
180,335
|
|
|
108,082
|
|
|||||
Total revenue
|
|
323,329
|
|
|
344,125
|
|
|
315,011
|
|
|
245,642
|
|
|
155,799
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and support
(1)
|
|
40,293
|
|
|
56,074
|
|
|
52,760
|
|
|
40,072
|
|
|
27,081
|
|
|||||
Selling
(1) (2)
|
|
111,046
|
|
|
116,027
|
|
|
115,210
|
|
|
87,688
|
|
|
57,170
|
|
|||||
Marketing
(1) (2)
|
|
65,140
|
|
|
83,789
|
|
|
96,953
|
|
|
96,712
|
|
|
88,152
|
|
|||||
Product and technology
(1)
|
|
55,990
|
|
|
36,661
|
|
|
34,039
|
|
|
27,570
|
|
|
16,870
|
|
|||||
General and administrative
(1) (2)
|
|
53,954
|
|
|
38,316
|
|
|
26,411
|
|
|
24,681
|
|
|
17,559
|
|
|||||
Operating income (loss)
|
|
(3,094
|
)
|
|
13,258
|
|
|
(10,362
|
)
|
|
(31,081
|
)
|
|
(51,033
|
)
|
|||||
Interest expense, net
|
|
4,720
|
|
|
2,971
|
|
|
1,203
|
|
|
1,868
|
|
|
1,856
|
|
|||||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes
|
|
(7,814
|
)
|
|
10,287
|
|
|
(12,023
|
)
|
|
(32,949
|
)
|
|
(52,889
|
)
|
|||||
Income tax expense
|
|
43
|
|
|
44
|
|
|
51
|
|
|
40
|
|
|
5
|
|
|||||
Net income (loss)
|
|
$
|
(7,857
|
)
|
|
$
|
10,243
|
|
|
$
|
(12,074
|
)
|
|
$
|
(32,989
|
)
|
|
$
|
(52,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share — basic
(3)
|
|
$
|
(0.13
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.92
|
)
|
Net income (loss) per common share — diluted
(3)
|
|
$
|
(0.13
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.92
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average number of common shares outstanding — basic
|
|
58,860,152
|
|
|
58,520,546
|
|
|
58,510,106
|
|
|
58,230,927
|
|
|
57,485,589
|
|
|||||
Weighted-average number of common shares outstanding — diluted
|
|
58,860,152
|
|
|
58,782,889
|
|
|
58,510,106
|
|
|
58,230,927
|
|
|
57,485,589
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes non-cash stock-based compensation expense as follows:
|
Operations and support
|
|
$
|
159
|
|
|
$
|
109
|
|
|
$
|
65
|
|
|
$
|
64
|
|
|
$
|
—
|
|
Selling
|
|
1,745
|
|
|
482
|
|
|
393
|
|
|
147
|
|
|
—
|
|
|||||
Marketing
|
|
372
|
|
|
230
|
|
|
205
|
|
|
178
|
|
|
—
|
|
|||||
Product and technology
|
|
1,949
|
|
|
931
|
|
|
856
|
|
|
136
|
|
|
762
|
|
|||||
General and administrative
|
|
10,519
|
|
|
7,123
|
|
|
6,370
|
|
|
3,539
|
|
|
2,181
|
|
|||||
Total non-cash stock-based compensation expense
|
|
$
|
14,744
|
|
|
$
|
8,875
|
|
|
$
|
7,889
|
|
|
$
|
4,064
|
|
|
$
|
2,943
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Prior year amounts related to marketing compensation and personnel-related costs and general marketing operating expenditures that were formerly recorded as general and administrative expense and selling expense were reclassified to marketing expense for consistency with the current period presentation. These reclassifications did not impact net income (loss) amounts previously reported.
|
(3)
|
See Note 2, “Net Income (Loss) Per Common Share,” in the accompanying Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for further discussion of our computation of basic and diluted net income (loss) per common share.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Other Data (unaudited):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total free memberships (end of period)
(1)
|
|
2,543,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total paid memberships (end of period)
(1)
|
|
2,550,941
|
|
|
3,297,395
|
|
|
3,041,651
|
|
|
2,484,059
|
|
|
1,787,394
|
|
|||||
Total memberships (end of period)
|
|
5,094,646
|
|
|
3,297,395
|
|
|
3,041,651
|
|
|
2,484,059
|
|
|
1,787,394
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross free memberships added (in period)
(2)
|
|
2,509,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross paid memberships added (in period)
(2)
|
|
348,302
|
|
|
1,033,222
|
|
|
1,242,485
|
|
|
1,218,258
|
|
|
1,092,935
|
|
|||||
Gross memberships added (in period)
|
|
2,857,448
|
|
|
1,033,222
|
|
|
1,242,485
|
|
|
1,218,258
|
|
|
1,092,935
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average paid membership renewal rate (in period)
(3)
|
|
69
|
%
|
|
77
|
%
|
|
77
|
%
|
|
78
|
%
|
|
78
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Participating service providers (end of period)
(4)
|
|
55,644
|
|
|
54,402
|
|
|
54,240
|
|
|
46,329
|
|
|
35,952
|
|
|||||
Total service provider contract value (end of period, in thousands)
(5)
|
|
$
|
250,588
|
|
|
$
|
270,841
|
|
|
$
|
249,045
|
|
|
$
|
194,137
|
|
|
$
|
132,646
|
|
Total service provider contract value backlog (end of period, in thousands)
(6)
|
|
$
|
147,335
|
|
|
$
|
162,478
|
|
|
$
|
153,137
|
|
|
$
|
121,370
|
|
|
$
|
82,145
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total free memberships reflects the number of free members as of the end of the period who joined subsequent to us dropping our ratings and reviews paywall in June 2016, as well as the number of former paid members who requested a change in membership status from paid to free over the same time period. Total paid memberships represents the number of paid members at the end of each period presented. Total paid memberships as of December 31, 2015, 2014, 2013 and 2012 also included a de minimis number of complimentary memberships in what formerly comprised our paid markets. These complimentary memberships are no longer included in our paid membership counts and are therefore not reflected in the paid membership totals presented in the table above as of December 31, 2016.
|
(2)
|
Gross free memberships added represents the total number of new free members added during the reporting period. For the year ended
December 31, 2016
, this figure includes new free members added since we dropped our ratings and reviews paywall in June 2016 but does not include former paid members who requested a change in membership status from paid to free over the same time period. Gross paid memberships added reflects the total number of new paid members added in the reporting period.
|
(3)
|
Reflects the percentage of all paid memberships expiring in the reporting period that are renewed as paid members.
|
(4)
|
Reflects the total number of service providers under contract for advertising, e-commerce or both at the end of the period.
|
(5)
|
Reflects the total contract value of active service provider contracts at the end of the period. Contract value is the total payment obligation of a service provider to us, including amounts already recognized in revenue, over the stated term of the contract.
|
(6)
|
Reflects the portion of service provider contract value at the end of the period that is not yet recognized as revenue.
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
||||||||||||||||||
Cash and cash equivalents
(1)
|
|
$
|
22,402
|
|
|
$
|
32,599
|
|
|
$
|
39,991
|
|
|
$
|
34,803
|
|
|
$
|
42,638
|
|
Short-term investments
(2)
|
|
16,541
|
|
|
23,976
|
|
|
24,268
|
|
|
21,055
|
|
|
10,460
|
|
|||||
Working capital
|
|
(20,703
|
)
|
|
(21,324
|
)
|
|
(13,325
|
)
|
|
(21,672
|
)
|
|
9,411
|
|
|||||
Total assets
(3)
|
|
157,394
|
|
|
173,411
|
|
|
152,684
|
|
|
105,246
|
|
|
95,595
|
|
|||||
Total deferred revenue
(4)
|
|
67,993
|
|
|
86,014
|
|
|
87,579
|
|
|
80,438
|
|
|
55,331
|
|
|||||
Total debt, net
(5)
|
|
57,642
|
|
|
57,634
|
|
|
57,000
|
|
|
14,521
|
|
|
14,235
|
|
|||||
Common stock and additional paid-in capital
|
|
290,250
|
|
|
275,512
|
|
|
265,962
|
|
|
257,572
|
|
|
248,392
|
|
|||||
Stockholders' equity (deficit)
|
|
4,500
|
|
|
(2,381
|
)
|
|
(22,174
|
)
|
|
(18,490
|
)
|
|
5,319
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The decline in our cash and cash equivalents as of December 31, 2016 as compared to December 31, 2015 was primarily attributable to uses of cash in investing activities during the year for capital expenditures on our new technology platform as well as the impact of downward pressures on revenue associated with the migration to our new technology platform and the removal of our ratings and reviews paywall, the latter of which is yielding declines in our paid membership base.
|
(2)
|
The decrease in short-term investments as of December 31, 2016 as compared to December 31, 2015 was due to our decision not to reinvest certain of these investments upon maturity during the year, instead electing to utilize such funds to support operations and make strategic investments in other areas of the business.
|
(3)
|
The decline in total assets as of December 31, 2016 as compared to December 31, 2015 was largely the result of the aforementioned decreases in cash and cash equivalents and short-term investments, partially offset by a year over year increase in the balance of property, equipment and software, net, due to capital expenditures associated with our new technology platform. The year over year increases in total assets in 2015 and 2014 were attributable to capital expenditures for our new technology platform. The total asset amounts reflected in the table above for the years ended December 31, 2015, 2014, 2013 and 2012 do not agree to the presentation in previous years as a result of our adoption of Accounting Standards Update No. 2015-03 as of January 1, 2016, as further discussed in Note 1, “Description of Business, Basis of Presentation and Summary of Significant Accounting Policies,” in the accompanying Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
|
(4)
|
The decrease in total deferred revenue as of December 31, 2016 as compared to December 31, 2015 was due to the aforementioned downward pressures on both our membership and service provider revenue streams associated with the migration to our new technology platform and the removal of our ratings and reviews paywall during the year.
|
(5)
|
The increase in total debt, net, as of December 31, 2014 as compared to December 31, 2013 was the result of the debt refinancing transaction completed in September of 2014. The total debt, net, amounts reflected in the table above for the years ended December 31, 2015, 2014, 2013 and 2012 do not agree to the presentation in previous years as a result of our adoption of Accounting Standards Update No. 2015-03 as of January 1, 2016, as further discussed in Note 1, “Description of Business, Basis of Presentation and Summary of Significant Accounting Policies,” in the accompanying Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
|
•
|
Strengthen and Reposition the Core Business
- includes redefining the paywall and launching premium member services, improving our consumer experience by scaling our new platform and optimizing the service provider sales organization to better monetize consumer traffic;
|
•
|
Leverage the Home Services Platform
- includes expanding value-added services provided on our platforms and improving our member and service provider relationships with personalized offerings; and
|
•
|
Expand to Adjacencies
- includes expanding our member and service provider bases and developing partnerships to provide additional value-added services.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total free memberships (end of period)
|
|
2,543,705
|
|
|
—
|
|
|
—
|
|
|||
Total paid memberships (end of period)
|
|
2,550,941
|
|
|
3,297,395
|
|
|
3,041,651
|
|
|||
Total memberships (end of period)
|
|
5,094,646
|
|
|
3,297,395
|
|
|
3,041,651
|
|
|||
|
|
|
|
|
|
|
||||||
Gross free memberships added (in period)
|
|
2,509,146
|
|
|
—
|
|
|
—
|
|
|||
Gross paid memberships added (in period)
|
|
348,302
|
|
|
1,033,222
|
|
|
1,242,485
|
|
|||
Gross memberships added (in period)
|
|
2,857,448
|
|
|
1,033,222
|
|
|
1,242,485
|
|
|||
|
|
|
|
|
|
|
||||||
Average paid membership renewal rate (in period)
|
|
69
|
%
|
|
77
|
%
|
|
77
|
%
|
|||
|
|
|
|
|
|
|
||||||
Participating service providers (end of period)
|
|
55,644
|
|
|
54,402
|
|
|
54,240
|
|
|||
Total service provider contract value (end of period, in thousands)
|
|
$
|
250,588
|
|
|
$
|
270,841
|
|
|
$
|
249,045
|
|
Total service provider contract value backlog (end of period, in thousands)
|
|
$
|
147,335
|
|
|
$
|
162,478
|
|
|
$
|
153,137
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue
|
|
|
||||||||||
Membership
|
|
$
|
58,090
|
|
|
$
|
67,992
|
|
|
$
|
73,113
|
|
Service provider
|
|
265,239
|
|
|
276,133
|
|
|
241,898
|
|
|||
Total revenue
|
|
323,329
|
|
|
344,125
|
|
|
315,011
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Operations and support
(1)
|
|
40,293
|
|
|
56,074
|
|
|
52,760
|
|
|||
Selling
(1)
|
|
111,046
|
|
|
116,027
|
|
|
115,210
|
|
|||
Marketing
(1)
|
|
65,140
|
|
|
83,789
|
|
|
96,953
|
|
|||
Product and technology
(1)
|
|
55,990
|
|
|
36,661
|
|
|
34,039
|
|
|||
General and administrative
(1)
|
|
53,954
|
|
|
38,316
|
|
|
26,411
|
|
|||
Operating income (loss)
|
|
(3,094
|
)
|
|
13,258
|
|
|
(10,362
|
)
|
|||
Interest expense, net
|
|
4,720
|
|
|
2,971
|
|
|
1,203
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
458
|
|
|||
Income (loss) before income taxes
|
|
(7,814
|
)
|
|
10,287
|
|
|
(12,023
|
)
|
|||
Income tax expense
|
|
43
|
|
|
44
|
|
|
51
|
|
|||
Net income (loss)
|
|
$
|
(7,857
|
)
|
|
$
|
10,243
|
|
|
$
|
(12,074
|
)
|
(1) Includes non-cash stock-based compensation expense as follows:
|
|
|
|
|
|
|
||||||
Operations and support
|
|
$
|
159
|
|
|
$
|
109
|
|
|
$
|
65
|
|
Selling
|
|
1,745
|
|
|
482
|
|
|
393
|
|
|||
Marketing
|
|
372
|
|
|
230
|
|
|
205
|
|
|||
Product and technology
|
|
1,949
|
|
|
931
|
|
|
856
|
|
|||
General and administrative
|
|
10,519
|
|
|
7,123
|
|
|
6,370
|
|
|||
Total non-cash stock-based compensation expense
|
|
$
|
14,744
|
|
|
$
|
8,875
|
|
|
$
|
7,889
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
|
|
|
|
|
|||
Revenue
|
|
|
|
|
|
|
|||
Membership
|
|
18
|
%
|
|
20
|
%
|
|
23
|
%
|
Service provider
|
|
82
|
%
|
|
80
|
%
|
|
77
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Operating expenses
|
|
|
|
|
|
|
|||
Operations and support
|
|
13
|
%
|
|
16
|
%
|
|
17
|
%
|
Selling
|
|
34
|
%
|
|
34
|
%
|
|
37
|
%
|
Marketing
|
|
20
|
%
|
|
24
|
%
|
|
31
|
%
|
Product and technology
|
|
17
|
%
|
|
11
|
%
|
|
11
|
%
|
General and administrative
|
|
17
|
%
|
|
11
|
%
|
|
7
|
%
|
Operating income (loss)
|
|
(1)
|
%
|
|
4
|
%
|
|
(3)
|
%
|
Interest expense, net
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Loss on debt extinguishment
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income (loss) before income taxes
|
|
(2)
|
%
|
|
3
|
%
|
|
(4)
|
%
|
Income tax expense
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Net income (loss)
|
|
(2)
|
%
|
|
3
|
%
|
|
(4)
|
%
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
||||||||
Membership
|
|
$
|
58,090
|
|
|
$
|
67,992
|
|
|
$
|
73,113
|
|
|
(15
|
)%
|
|
(7
|
)%
|
Service provider
|
|
265,239
|
|
|
276,133
|
|
|
241,898
|
|
|
(4
|
)%
|
|
14
|
%
|
|||
Total revenue
|
|
$
|
323,329
|
|
|
$
|
344,125
|
|
|
$
|
315,011
|
|
|
(6
|
)%
|
|
9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Percentage of revenue by type
|
|
|
|
|
|
|
|
|
|
|
||||||||
Membership
|
|
18
|
%
|
|
20
|
%
|
|
23
|
%
|
|
|
|
|
|
|
|||
Service provider
|
|
82
|
%
|
|
80
|
%
|
|
77
|
%
|
|
|
|
|
|
|
|||
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Operations and support
|
|
$
|
40,293
|
|
|
$
|
56,074
|
|
|
$
|
52,760
|
|
|
(28
|
)%
|
|
6
|
%
|
Percentage of revenue
|
|
13
|
%
|
|
16
|
%
|
|
17
|
%
|
|
|
|
|
|
|
|||
Non-cash stock-based compensation expense
|
|
$
|
159
|
|
|
$
|
109
|
|
|
$
|
65
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Selling
|
|
$
|
111,046
|
|
|
$
|
116,027
|
|
|
$
|
115,210
|
|
|
(4
|
)%
|
|
1
|
%
|
Percentage of revenue
|
|
34
|
%
|
|
34
|
%
|
|
37
|
%
|
|
|
|
|
|
|
|||
Non-cash stock-based compensation expense
|
|
$
|
1,745
|
|
|
$
|
482
|
|
|
$
|
393
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Marketing
|
|
$
|
65,140
|
|
|
$
|
83,789
|
|
|
$
|
96,953
|
|
|
(22
|
)%
|
|
(14
|
)%
|
Percentage of revenue
|
|
20
|
%
|
|
24
|
%
|
|
31
|
%
|
|
|
|
|
|
|
|||
Non-cash stock-based compensation expense
|
|
$
|
372
|
|
|
$
|
230
|
|
|
$
|
205
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Product and technology
|
|
$
|
55,990
|
|
|
$
|
36,661
|
|
|
$
|
34,039
|
|
|
53
|
%
|
|
8
|
%
|
Percentage of revenue
|
|
17
|
%
|
|
11
|
%
|
|
11
|
%
|
|
|
|
|
|
|
|||
Non-cash stock-based compensation expense
|
|
$
|
1,949
|
|
|
$
|
931
|
|
|
$
|
856
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
General and administrative
|
|
$
|
53,954
|
|
|
$
|
38,316
|
|
|
$
|
26,411
|
|
|
41
|
%
|
|
45
|
%
|
Percentage of revenue
|
|
17
|
%
|
|
11
|
%
|
|
7
|
%
|
|
|
|
|
|
|
|||
Non-cash stock-based compensation expense
|
|
$
|
10,519
|
|
|
$
|
7,123
|
|
|
$
|
6,370
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,635
|
|
|
$
|
26,691
|
|
|
$
|
4,629
|
|
Net cash (used in) investing activities
|
|
(11,379
|
)
|
|
(34,537
|
)
|
|
(41,152
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(453
|
)
|
|
454
|
|
|
41,711
|
|
•
|
greater than $20.0 million but less than $25.0 million, the applicable LIBOR interest rate is 8.5%, and the applicable reference interest rate is 7.5%;
|
•
|
greater than $25.0 million but less than $30.0 million, the applicable LIBOR interest rate is 7.5%, and the applicable reference interest rate is 6.5%; or
|
•
|
greater than $30.0 million, the applicable LIBOR interest rate is 6.5%, and the applicable reference interest rate is 5.5%.
|
|
|
Total
|
|
Less than
1 Year
|
|
2-3 Years
|
|
4-5 Years
|
|
More than
5 Years
|
||||||||||
Long-term debt obligations, including interest
(1)
|
|
$
|
73,781
|
|
|
$
|
6,733
|
|
|
$
|
67,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
|
7,112
|
|
|
2,134
|
|
|
4,234
|
|
|
744
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
80,893
|
|
|
$
|
8,867
|
|
|
$
|
71,282
|
|
|
$
|
744
|
|
|
$
|
—
|
|
(1)
|
Represents principal and estimated interest payments to be made over the remaining term of our long-term debt obligation issued in September 2014 and subsequently amended in June and November 2016. In connection with the second amendment to the financing agreement completed in November 2016, the basis for the calculation of the applicable interest rate was modified such that the rate is now contingent upon our performance in relation to certain predetermined qualified cash and consolidated EBITDA thresholds. As such, we utilized an estimate of the applicable interest rate in effect following the release of our financial results for the period ended
December 31, 2016
, 8.75%, in determining the estimated interest payments included in the long-term debt obligation amounts presented in the table above. See Note 8, “Debt and Credit Arrangements,” in the accompanying Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.
|
(2)
|
Represents future payments due under long-term non-cancellable operating leases expiring through 2021. See Note 9, “Commitments and Contingencies,” in the accompanying Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.
|
|
|
2016
|
|
2015
|
||||
Dividend yield
|
|
0
|
%
|
|
0
|
%
|
||
Volatility
|
|
64.6
|
%
|
|
53.1
|
%
|
||
Risk-free interest rate
|
|
1.26
|
%
|
|
1.48
|
%
|
||
Expected term, in years
|
|
5.00
|
|
|
5.00
|
|
||
Weighted-average grant date fair value
|
|
$
|
4.76
|
|
|
$
|
2.95
|
|
|
Page No.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,402
|
|
|
$
|
32,599
|
|
Short-term investments
|
|
16,541
|
|
|
23,976
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $3,296 and $1,658 at December 31, 2016 and 2015, respectively
|
|
16,371
|
|
|
17,019
|
|
||
Prepaid expenses and other current assets
|
|
17,002
|
|
|
19,026
|
|
||
Total current assets
|
|
72,316
|
|
|
92,620
|
|
||
Property, equipment and software, net
|
|
82,714
|
|
|
77,635
|
|
||
Goodwill
|
|
1,145
|
|
|
1,145
|
|
||
Amortizable intangible assets, net
|
|
1,219
|
|
|
2,011
|
|
||
Total assets
|
|
$
|
157,394
|
|
|
$
|
173,411
|
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity (deficit)
|
|
|
|
|
||||
Accounts payable
|
|
$
|
2,886
|
|
|
$
|
10,525
|
|
Accrued liabilities
|
|
23,128
|
|
|
20,287
|
|
||
Deferred membership revenue
|
|
23,208
|
|
|
32,702
|
|
||
Deferred advertising revenue
|
|
42,297
|
|
|
48,930
|
|
||
Current maturities of long-term debt
|
|
1,500
|
|
|
1,500
|
|
||
Total current liabilities
|
|
93,019
|
|
|
113,944
|
|
||
Long-term debt, net
|
|
56,142
|
|
|
56,134
|
|
||
Deferred membership revenue, noncurrent
|
|
2,032
|
|
|
3,742
|
|
||
Deferred advertising revenue, noncurrent
|
|
456
|
|
|
640
|
|
||
Other liabilities, noncurrent
|
|
1,245
|
|
|
1,332
|
|
||
Total liabilities
|
|
152,894
|
|
|
175,792
|
|
||
Commitments and contingencies (Note 9)
|
|
—
|
|
|
—
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
|
||||
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2016 and 2015
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value: 300,000,000 shares authorized, 67,979,486 and 67,162,990 shares issued and 59,420,774 and 58,604,278 shares outstanding at December 31, 2016 and 2015, respectively
|
|
68
|
|
|
67
|
|
||
Additional paid-in-capital
|
|
290,182
|
|
|
275,445
|
|
||
Treasury stock, at cost: 8,558,712 shares of common stock at December 31, 2016 and 2015
|
|
(23,719
|
)
|
|
(23,719
|
)
|
||
Accumulated deficit
|
|
(262,031
|
)
|
|
(254,174
|
)
|
||
Total stockholders’ equity (deficit)
|
|
4,500
|
|
|
(2,381
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
157,394
|
|
|
$
|
173,411
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Membership
|
|
$
|
58,090
|
|
|
$
|
67,992
|
|
|
$
|
73,113
|
|
Service provider
|
|
265,239
|
|
|
276,133
|
|
|
241,898
|
|
|||
Total revenue
|
|
323,329
|
|
|
344,125
|
|
|
315,011
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Operations and support
|
|
40,293
|
|
|
56,074
|
|
|
52,760
|
|
|||
Selling
|
|
111,046
|
|
|
116,027
|
|
|
115,210
|
|
|||
Marketing
|
|
65,140
|
|
|
83,789
|
|
|
96,953
|
|
|||
Product and technology
|
|
55,990
|
|
|
36,661
|
|
|
34,039
|
|
|||
General and administrative
|
|
53,954
|
|
|
38,316
|
|
|
26,411
|
|
|||
Operating income (loss)
|
|
(3,094
|
)
|
|
13,258
|
|
|
(10,362
|
)
|
|||
Interest expense, net
|
|
4,720
|
|
|
2,971
|
|
|
1,203
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
458
|
|
|||
Income (loss) before income taxes
|
|
(7,814
|
)
|
|
10,287
|
|
|
(12,023
|
)
|
|||
Income tax expense
|
|
43
|
|
|
44
|
|
|
51
|
|
|||
Net income (loss)
|
|
$
|
(7,857
|
)
|
|
$
|
10,243
|
|
|
$
|
(12,074
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share — basic
|
|
$
|
(0.13
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
Net income (loss) per common share — diluted
|
|
$
|
(0.13
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding — basic
|
|
58,860,152
|
|
|
58,520,546
|
|
|
58,510,106
|
|
|||
Weighted-average number of common shares outstanding — diluted
|
|
58,860,152
|
|
|
58,782,889
|
|
|
58,510,106
|
|
|
|
Preferred Stock
|
|
Common
Stock
|
|
Additional
Paid-
In-Capital
|
|
Treasury
Stock
|
|
Accumulated
Deficit
|
|
Total
Equity
(Deficit)
|
||||||||||||
Balance at December 31, 2013
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
257,505
|
|
|
$
|
(23,719
|
)
|
|
$
|
(252,343
|
)
|
|
$
|
(18,490
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,074
|
)
|
|
(12,074
|
)
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
7,889
|
|
|
—
|
|
|
—
|
|
|
7,889
|
|
||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
—
|
|
|
501
|
|
||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
265,895
|
|
|
$
|
(23,719
|
)
|
|
$
|
(264,417
|
)
|
|
$
|
(22,174
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,243
|
|
|
10,243
|
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
8,875
|
|
|
—
|
|
|
—
|
|
|
8,875
|
|
||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
675
|
|
|
—
|
|
|
—
|
|
|
675
|
|
||||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
275,445
|
|
|
$
|
(23,719
|
)
|
|
$
|
(254,174
|
)
|
|
$
|
(2,381
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,857
|
)
|
|
(7,857
|
)
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
14,744
|
|
|
—
|
|
|
—
|
|
|
14,744
|
|
||||||
Issuance of common stock for settlement of share-based awards
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Issuance of common stock for employee stock purchase plan
|
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
476
|
|
||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
2,047
|
|
|
—
|
|
|
—
|
|
|
2,047
|
|
||||||
Shares withheld for taxes on settlement of share-based awards
|
|
—
|
|
|
—
|
|
|
(2,530
|
)
|
|
—
|
|
|
—
|
|
|
(2,530
|
)
|
||||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
290,182
|
|
|
$
|
(23,719
|
)
|
|
$
|
(262,031
|
)
|
|
$
|
4,500
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(7,857
|
)
|
|
$
|
10,243
|
|
|
$
|
(12,074
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
13,148
|
|
|
6,402
|
|
|
5,576
|
|
|||
Amortization of debt discount, deferred financing fees and bond premium
|
|
663
|
|
|
697
|
|
|
478
|
|
|||
Non-cash stock-based compensation expense
|
|
14,744
|
|
|
8,875
|
|
|
7,889
|
|
|||
Non-cash loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
266
|
|
|||
Non-cash long-lived asset impairment charge
|
|
—
|
|
|
1,578
|
|
|
1,778
|
|
|||
Non-cash loss on disposal of long-lived assets
|
|
173
|
|
|
300
|
|
|
—
|
|
|||
Deferred income taxes
|
|
22
|
|
|
17
|
|
|
11
|
|
|||
Bad debt expense
|
|
7,404
|
|
|
5,746
|
|
|
5,028
|
|
|||
Changes in certain assets:
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
|
(6,756
|
)
|
|
(7,624
|
)
|
|
(7,784
|
)
|
|||
Prepaid expenses and other current assets
|
|
2,024
|
|
|
(906
|
)
|
|
(4,419
|
)
|
|||
Changes in certain liabilities:
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
(6,717
|
)
|
|
5,467
|
|
|
(2,952
|
)
|
|||
Accrued liabilities
|
|
2,808
|
|
|
(2,539
|
)
|
|
3,691
|
|
|||
Deferred advertising revenue
|
|
(6,817
|
)
|
|
502
|
|
|
9,099
|
|
|||
Deferred membership revenue
|
|
(11,204
|
)
|
|
(2,067
|
)
|
|
(1,958
|
)
|
|||
Net cash provided by operating activities
|
|
1,635
|
|
|
26,691
|
|
|
4,629
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(17,474
|
)
|
|
(24,537
|
)
|
|
(26,671
|
)
|
|||
Sales of investments
|
|
24,891
|
|
|
24,766
|
|
|
23,360
|
|
|||
Property, equipment and software
|
|
(4,932
|
)
|
|
(9,075
|
)
|
|
(16,735
|
)
|
|||
Capitalized website and software development costs
|
|
(13,693
|
)
|
|
(25,193
|
)
|
|
(20,122
|
)
|
|||
Intangible assets
|
|
(171
|
)
|
|
(498
|
)
|
|
(984
|
)
|
|||
Net cash (used in) investing activities
|
|
(11,379
|
)
|
|
(34,537
|
)
|
|
(41,152
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
|
2,047
|
|
|
675
|
|
|
501
|
|
|||
Proceeds from employee stock purchase plan
|
|
476
|
|
|
—
|
|
|
—
|
|
|||
Taxes paid on behalf of employees related to net share settlement
|
|
(2,529
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||
Proceeds from long-term debt issuance
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|||
Fees paid to lender
|
|
(212
|
)
|
|
—
|
|
|
(1,210
|
)
|
|||
Cash paid for financing fees
|
|
—
|
|
|
—
|
|
|
(1,957
|
)
|
|||
Payment of contingent consideration from acquisition of business assets
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||
Payments on capital lease obligation
|
|
(235
|
)
|
|
(221
|
)
|
|
(123
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(453
|
)
|
|
454
|
|
|
41,711
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(10,197
|
)
|
|
$
|
(7,392
|
)
|
|
$
|
5,188
|
|
Cash and cash equivalents, beginning of period
|
|
32,599
|
|
|
39,991
|
|
|
34,803
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
22,402
|
|
|
$
|
32,599
|
|
|
$
|
39,991
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
4,699
|
|
|
$
|
4,203
|
|
|
$
|
2,356
|
|
Cash paid for income taxes
|
|
27
|
|
|
37
|
|
|
34
|
|
|||
Capital expenditures incurred but not yet paid
|
|
328
|
|
|
1,455
|
|
|
2,080
|
|
|||
Financing costs incurred but not yet paid
|
|
425
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
1,658
|
|
|
$
|
1,651
|
|
|
$
|
1,107
|
|
Additions, net of recoveries
|
|
7,404
|
|
|
5,746
|
|
|
5,028
|
|
|||
Deductions
|
|
(5,766
|
)
|
|
(5,739
|
)
|
|
(4,484
|
)
|
|||
Ending balance
|
|
$
|
3,296
|
|
|
$
|
1,658
|
|
|
$
|
1,651
|
|
|
|
December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average number of common shares outstanding — basic
|
|
58,860,152
|
|
|
58,520,546
|
|
|
58,510,106
|
|
Total dilutive effect of outstanding share-based payments
|
|
—
|
|
|
262,343
|
|
|
—
|
|
Weighted-average number of common shares outstanding — diluted
|
|
58,860,152
|
|
|
58,782,889
|
|
|
58,510,106
|
|
|
|
December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
6,817,996
|
|
|
6,477,872
|
|
|
5,438,897
|
|
Restricted stock units
|
|
1,699,053
|
|
|
1,128,826
|
|
|
—
|
|
Performance awards of restricted stock units
|
|
3,087,949
|
|
|
778,829
|
|
|
—
|
|
Shares to be purchased under employee stock purchase plan
|
|
2,829
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Fair Value Measurement at December 31, 2016 Using
|
||||||||||||
|
|
Carrying Value at December 31, 2016
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable
Inputs
(Level 2)
|
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
2,419
|
|
|
$
|
2,419
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
13,840
|
|
|
—
|
|
|
13,837
|
|
|
—
|
|
||||
U.S. Treasury securities
|
|
2,701
|
|
|
—
|
|
|
2,702
|
|
|
—
|
|
||||
Total assets
|
|
$
|
18,960
|
|
|
$
|
2,419
|
|
|
$
|
16,539
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurement at December 31, 2015 Using
|
||||||||||||
|
|
Carrying Value at December 31, 2015
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable
Inputs
(Level 2)
|
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
970
|
|
|
$
|
970
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments:
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
19,310
|
|
|
—
|
|
|
19,292
|
|
|
—
|
|
||||
U.S. Treasury securities
|
|
3,652
|
|
|
—
|
|
|
3,649
|
|
|
—
|
|
||||
Corporate bonds
|
|
1,014
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
||||
Total assets
|
|
$
|
24,946
|
|
|
$
|
970
|
|
|
$
|
23,954
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Prepaid and deferred commissions
|
|
$
|
8,869
|
|
|
$
|
8,573
|
|
Other prepaid expenses and current assets
|
|
8,133
|
|
|
10,453
|
|
||
Total prepaid expenses and other current assets
|
|
$
|
17,002
|
|
|
$
|
19,026
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Furniture and equipment
|
|
$
|
16,439
|
|
|
$
|
14,179
|
|
Land
|
|
3,466
|
|
|
3,392
|
|
||
Buildings and improvements
|
|
20,768
|
|
|
19,035
|
|
||
Software
|
|
5,853
|
|
|
5,814
|
|
||
Capitalized website and software development costs
|
|
60,811
|
|
|
47,877
|
|
||
Total property, equipment and software
|
|
107,337
|
|
|
90,297
|
|
||
Less accumulated depreciation
|
|
(24,623
|
)
|
|
(12,662
|
)
|
||
Total property, equipment and software, net
|
|
$
|
82,714
|
|
|
$
|
77,635
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Remaining Amortization Period (in years)
|
||||||
2016
|
|
|
|
|
|
|
|
||||||
Member list
|
$
|
1,670
|
|
|
$
|
951
|
|
|
$
|
719
|
|
|
2.6
|
Content
|
140
|
|
|
140
|
|
|
—
|
|
|
0.0
|
|||
Core technology
|
110
|
|
|
110
|
|
|
—
|
|
|
0.0
|
|||
Data acquisition costs
|
1,333
|
|
|
850
|
|
|
483
|
|
|
1.1
|
|||
Other intangible assets
|
300
|
|
|
283
|
|
|
17
|
|
|
0.2
|
|||
Total amortizable intangible assets
|
$
|
3,553
|
|
|
$
|
2,334
|
|
|
$
|
1,219
|
|
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Remaining Amortization Period (in years)
|
||||||
2015
|
|
|
|
|
|
|
|
||||||
Member list
|
$
|
1,670
|
|
|
$
|
673
|
|
|
$
|
997
|
|
|
3.6
|
Content
|
140
|
|
|
113
|
|
|
27
|
|
|
0.6
|
|||
Core technology
|
110
|
|
|
88
|
|
|
22
|
|
|
0.6
|
|||
Data acquisition costs
|
1,920
|
|
|
1,072
|
|
|
848
|
|
|
1.5
|
|||
Other intangible assets
|
300
|
|
|
183
|
|
|
117
|
|
|
1.2
|
|||
Total amortizable intangible assets
|
$
|
4,140
|
|
|
$
|
2,129
|
|
|
$
|
2,011
|
|
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Accrued sales commissions
|
|
$
|
1,469
|
|
|
$
|
1,461
|
|
Sales and use tax
|
|
3,792
|
|
|
4,307
|
|
||
Accrued compensation
|
|
7,369
|
|
|
6,826
|
|
||
Uninvoiced accounts payable
|
|
4,333
|
|
|
2,384
|
|
||
Legal settlement accrual
|
|
2,601
|
|
|
—
|
|
||
Other accrued liabilities
|
|
3,564
|
|
|
5,309
|
|
||
Total accrued liabilities
|
|
$
|
23,128
|
|
|
$
|
20,287
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Term loan
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
Unamortized deferred financing fees
|
|
(1,071
|
)
|
|
(1,462
|
)
|
||
Unamortized fees paid to lender
|
|
(1,287
|
)
|
|
(904
|
)
|
||
Total debt, net
|
|
57,642
|
|
|
57,634
|
|
||
Less current maturities
|
|
(1,500
|
)
|
|
(1,500
|
)
|
||
Total long-term debt, net
|
|
$
|
56,142
|
|
|
$
|
56,134
|
|
•
|
greater than
$20,000
but less than
$25,000
, the applicable LIBOR interest rate is
8.5%
, and the applicable reference interest rate is
7.5%
;
|
•
|
greater than
$25,000
but less than
$30,000
, the applicable LIBOR interest rate is
7.5%
, and the applicable reference interest rate is
6.5%
; or
|
•
|
greater than
$30,000
, the applicable LIBOR interest rate is
6.5%
, and the applicable reference interest rate is
5.5%
.
|
2017
|
$
|
2,134
|
|
2018
|
2,093
|
|
|
2019
|
2,141
|
|
|
2020
|
736
|
|
|
2021
|
8
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
$
|
7,112
|
|
|
|
Number of Shares
|
|
Weighted-Average
Exercise Price |
|
Weighted-Average
Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
|
5,438,897
|
|
|
$
|
13.09
|
|
|
8.59
|
|
$
|
21
|
|
Granted
|
|
3,026,780
|
|
|
6.30
|
|
|
|
|
|
|||
Exercised
|
|
(87,601
|
)
|
|
7.70
|
|
|
|
|
|
|||
Forfeited/Cancelled
|
|
(1,900,204
|
)
|
|
12.18
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
6,477,872
|
|
|
$
|
10.26
|
|
|
8.24
|
|
$
|
9,383
|
|
Granted
|
|
1,463,051
|
|
|
8.74
|
|
|
|
|
|
|||
Exercised
|
|
(268,931
|
)
|
|
7.62
|
|
|
|
|
|
|||
Forfeited/Cancelled
|
|
(675,707
|
)
|
|
9.26
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
6,996,285
|
|
|
$
|
10.14
|
|
|
7.29
|
|
$
|
4,469
|
|
|
|
Number of Shares
|
|
Weighted-Average
Exercise Price |
|
Weighted-Average
Remaining Contractual Term |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Vested and Exercisable at December 31, 2015
|
|
2,211,094
|
|
|
$
|
12.09
|
|
|
7.18
|
|
$
|
1,345
|
|
Unvested at December 31, 2015
|
|
4,266,778
|
|
|
9.32
|
|
|
8.34
|
|
|
|||
Vested and Exercisable at December 31, 2016
|
|
3,269,095
|
|
|
$
|
11.57
|
|
|
6.12
|
|
$
|
1,399
|
|
Unvested at December 31, 2016
|
|
3,727,190
|
|
|
8.89
|
|
|
7.61
|
|
|
Year of Grant
|
|
Risk-Free
Interest Rate |
|
Dividend
Yield |
|
Expected
Term |
|
Volatility
|
|
|
|
|
|
|
(in years)
|
|
|
2014
|
|
1.67%
|
|
0%
|
|
5.00
|
|
53.0%
|
2015
|
|
1.48%
|
|
0%
|
|
5.00
|
|
53.1%
|
2016
|
|
1.26%
|
|
0%
|
|
5.00
|
|
64.6%
|
|
|
RSUs
|
|||||
|
|
Number of Shares
|
|
Weighted-Average Grant
Date Fair Value
|
|||
Unvested at December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
1,440,645
|
|
|
6.06
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited/Cancelled
|
|
(225,731
|
)
|
|
6.54
|
|
|
Unvested at December 31, 2015
|
|
1,214,914
|
|
|
$
|
5.97
|
|
Granted
|
|
1,823,767
|
|
|
8.50
|
|
|
Vested
|
|
(434,619
|
)
|
|
6.35
|
|
|
Forfeited/Cancelled
|
|
(400,003
|
)
|
|
7.74
|
|
|
Unvested at December 31, 2016
|
|
2,204,059
|
|
|
$
|
7.66
|
|
|
|
PRSUs
|
|||||
|
|
Number of Shares
|
|
Weighted-Average Grant
Date Fair Value
|
|||
Unvested at December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
955,084
|
|
|
2.95
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited/Cancelled
|
|
—
|
|
|
—
|
|
|
Unvested at December 31, 2015
|
|
955,084
|
|
|
$
|
—
|
|
Granted
|
|
3,034,329
|
|
|
6.55
|
|
|
Vested
|
|
(298,466
|
)
|
|
3.68
|
|
|
Forfeited/Cancelled
|
|
(286,256
|
)
|
|
6.55
|
|
|
Unvested at December 31, 2016
|
|
3,404,691
|
|
|
$
|
5.79
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
21
|
|
|
27
|
|
|
40
|
|
|||
Total current
|
|
21
|
|
|
27
|
|
|
40
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
10
|
|
State
|
|
5
|
|
|
—
|
|
|
1
|
|
|||
Total deferred
|
|
22
|
|
|
17
|
|
|
11
|
|
|||
Provision for income taxes
|
|
$
|
43
|
|
|
$
|
44
|
|
|
$
|
51
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal income tax rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State income taxes, net of federal benefit
|
|
9.1
|
%
|
|
(1.3
|
)%
|
|
(0.5
|
)%
|
Valuation allowance
|
|
(41.0
|
)%
|
|
(29.7
|
)%
|
|
(20.1
|
)%
|
Stock-based compensation
|
|
6.3
|
%
|
|
15.6
|
%
|
|
(9.4
|
)%
|
Research and development credits
|
|
1.0
|
%
|
|
(16.4
|
)%
|
|
—
|
%
|
Internal Revenue Code Section 162(m)
|
|
(8.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
(1.7
|
)%
|
|
(1.8
|
)%
|
|
(4.4
|
)%
|
Effective income tax rate
|
|
(0.6
|
)%
|
|
0.4
|
%
|
|
(0.4
|
)%
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred revenue
|
|
$
|
27,239
|
|
|
$
|
34,177
|
|
Intangibles - other
|
|
9,210
|
|
|
10,088
|
|
||
Net operating loss carryforwards
|
|
62,033
|
|
|
50,885
|
|
||
Stock-based compensation
|
|
8,529
|
|
|
5,301
|
|
||
Research and development credits
|
|
2,864
|
|
|
2,556
|
|
||
Other
|
|
5,341
|
|
|
3,756
|
|
||
Total deferred tax assets
|
|
115,216
|
|
|
106,763
|
|
||
Valuation allowance
|
|
(89,854
|
)
|
|
(84,035
|
)
|
||
Total net deferred tax assets
|
|
25,362
|
|
|
22,728
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Prepaid expenses
|
|
$
|
(4,022
|
)
|
|
$
|
(3,853
|
)
|
Property, equipment and software
|
|
(21,340
|
)
|
|
(18,875
|
)
|
||
Goodwill
|
|
(220
|
)
|
|
(198
|
)
|
||
Total net deferred tax liabilities
|
|
(25,582
|
)
|
|
(22,926
|
)
|
||
Total net deferred tax liability
|
|
$
|
(220
|
)
|
|
$
|
(198
|
)
|
|
|
Fiscal Year Ended December 31, 2016
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Total revenue
|
|
$
|
83,856
|
|
|
$
|
83,060
|
|
|
$
|
79,745
|
|
|
$
|
76,668
|
|
Operating income (loss)
|
|
(4,019
|
)
|
|
6,015
|
|
|
(15,380
|
)
|
|
10,290
|
|
||||
Net income (loss)
|
|
(4,642
|
)
|
|
4,657
|
|
|
(16,820
|
)
|
|
8,948
|
|
||||
Net income (loss) per common share — basic
|
|
(0.08
|
)
|
|
0.08
|
|
|
(0.29
|
)
|
|
0.15
|
|
||||
Net income (loss) per common share — diluted
|
|
(0.08
|
)
|
|
0.08
|
|
|
(0.29
|
)
|
|
0.15
|
|
|
|
Fiscal Year Ended December 31, 2015
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
||||||||
Total revenue
|
|
$
|
83,543
|
|
|
$
|
87,335
|
|
|
$
|
86,992
|
|
|
$
|
86,255
|
|
Operating income (loss)
|
|
5,282
|
|
|
(7,556
|
)
|
|
775
|
|
|
14,757
|
|
||||
Net income (loss)
|
|
4,360
|
|
|
(8,349
|
)
|
|
82
|
|
|
14,150
|
|
||||
Net income (loss) per common share — basic
|
|
0.07
|
|
|
(0.14
|
)
|
|
0.00
|
|
|
0.24
|
|
||||
Net income (loss) per common share
—
diluted
|
|
0.07
|
|
|
(0.14
|
)
|
|
0.00
|
|
|
0.24
|
|
|
Page No.
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
No.
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
3.01
|
Third Amended and Restated Certificate of Incorporation
|
S-1/A
|
333-176503
|
3.1
|
10/31/2011
|
|
3.02
|
Amended and Restated Bylaws
|
S-1/A
|
333-176503
|
3.2
|
10/31/2011
|
|
4.01
|
Form of Common Stock Certificate
|
10-K
|
001-35339
|
4.01
|
3/8/2016
|
|
4.02
|
Amended and Restated Investor Rights Agreement, by and among Angie’s List, Inc. and the investors listed on Schedule A thereto, dated March 15, 2011, as amended
|
S-1
|
333-176503
|
4.2
|
8/25/2011
|
|
4.03
|
Amendment No. 1 to Amended and Restated Investors’ Rights Agreement, by and between Angie’s List, Inc. and TRI Investments, LLC, dated as of November 1, 2016
|
10-Q
|
001-35339
|
4.03
|
11/2/2016
|
|
10.01†
|
Amended and Restated Omnibus Incentive Plan and form of award agreements under the Amended and Restated Omnibus Incentive Plan
|
S-8
|
333-191884
|
99.1
|
10/24/2013
|
|
10.02†
|
Form of Indemnification Agreement by and between Angie’s List, Inc. and each of its executive officers and its directors not affiliated with an investment fund
|
S-1/A
|
333-176503
|
10.18
|
9/29/2011
|
|
10.03†
|
Form of Indemnification Agreement by and between Angie’s List, Inc. and each of its directors affiliated with an investment fund
|
S-1/A
|
333-176503
|
10.19
|
9/29/2011
|
|
10.04
|
Project Agreement by and between Angie’s List, Inc. and the Consolidated City of Indianapolis, dated October 21, 2011
|
S-1/A
|
333-176503
|
10.22
|
11/2/2011
|
|
10.05
|
Purchase and sale agreement by and among Angie’s List, Inc. and Henry Amalgamated, LLC and Henry Amalgamated II, LLC, dated November 8, 2012
|
8-K
|
001-35339
|
10.1
|
11/9/2012
|
|
10.06†
|
Offer Letter Agreement, dated December 20, 2012, by and between Angie's List, Inc. and J. Mark Howell
|
8-K
|
001-35339
|
10.1
|
1/17/2013
|
|
10.07†
|
Offer Letter Agreement, dated August 20, 2013, by and between Angie's List, Inc. and Thomas R. Fox
|
8-K
|
001-35339
|
10.1
|
8/21/2013
|
|
10.08†
|
Amended Incentive Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer
|
10-Q
|
001-35339
|
10.01
|
7/24/2014
|
|
10.09†
|
Amended Nonqualified Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer
|
10-Q
|
001-35339
|
10.02
|
7/24/2014
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
No.
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
10.10†
|
Amended Nonqualified Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Non-Employee Director
|
10-Q
|
001-35339
|
10.03
|
7/24/2014
|
|
10.11
|
Financing Agreement, dated as of September 26, 2014, by and among Angie's List, Inc., other subsidiaries of Angie's List, Inc. joined after in such capacity as Borrowers, certain subsidiaries of Angie's List, Inc. as Guarantors, the lenders from time to time party thereto as Lenders and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
10-Q/A
|
001-35339
|
10.01
|
2/26/2015
|
|
10.12
|
Pledge and Security Agreement, dated as of September 26, 2014, by and among Angie's List, Inc., AL Campus Kids, LLC and AL BV Investments, Inc. as Grantors and TCW Asset Management Company as Collateral Agent
|
10-Q
|
001-35339
|
10.02
|
10/22/2014
|
|
10.13†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan - Director, Executive Officer, Vice President
|
10-K
|
001-35339
|
10.16
|
2/25/2015
|
|
10.14†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan - Other Employees
|
10-K
|
001-35339
|
10.17
|
2/25/2015
|
|
10.15†
|
Employment Agreement, dated September 4, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
8-K
|
001-35339
|
10.1
|
9/8/2015
|
|
10.16†
|
Nonqualified Stock Option Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.04
|
10/22/2015
|
|
10.17†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.05
|
10/22/2015
|
|
10.18†
|
Performance Award Attributable to Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.06
|
10/22/2015
|
|
10.19
|
Settlement Agreement, dated February 29, 2016, by and among Angie's List. Inc. and Eric Semler and TCS Capital Management, LLC
|
8-K
|
001-35339
|
10.1
|
3/1/2016
|
|
10.20†
|
Form of Performance Award Grant Agreement under the Amended and Restated Omnibus Incentive Plan for Executive Officer - Stock Options
|
10-K
|
001-35339
|
10.23
|
3/8/2016
|
|
10.21
|
First Amendment to Financing Agreement, dated as of June 10, 2016, by and among Angie's List, Inc., subsidiaries of Angie's List, Inc., the lenders party thereto and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
8-K
|
001-35339
|
10.01
|
6/15/2016
|
|
10.22
|
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 10, 2016, by AL Real Estate Holdings, LLC to and for the benefit of TCW Asset Management Company
|
8-K
|
001-35339
|
10.02
|
6/15/2016
|
|
10.23†
|
Employment Agreement, dated December 10, 2015, by and between Angie's List, Inc. and Darin E. Brown
|
10-Q
|
001-35339
|
10.03
|
7/28/2016
|
|
10.24†
|
Employment Agreement, dated February 18, 2016, by and between Angie's List, Inc. and Shannon M. Shaw
|
10-Q
|
001-35339
|
10.04
|
7/28/2016
|
|
10.25†
|
Form of Performance Award Attributable to Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan for Executive Officer - Long-Term Incentive Plan
|
10-Q
|
001-35339
|
10.05
|
7/28/2016
|
|
10.26
|
Second Amendment to Financing Agreement, dated as of November 1, 2016, by and among Angie's List, Inc., subsidiaries of Angie's List, Inc., the lenders party thereto and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
10-Q
|
001-35339
|
10.01
|
11/2/2016
|
|
14
|
Code of Business Conduct and Ethics, as amended March 15, 2016
|
8-K
|
001-35339
|
14
|
3/17/2016
|
|
21.01
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
23.01
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
X
|
24.01
|
Power of Attorney
|
|
|
|
|
X
|
31.01
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
|
X
|
31.02
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
|
X
|
32.01
|
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
|
|
|
|
|
X
|
32.02
|
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
|
|
|
|
|
X
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
ANGIE’S LIST, INC.
|
|
|
|
|
Date: February 21, 2017
|
By:
|
/s/ SCOTT A. DURCHSLAG
|
|
Name:
|
Scott A. Durchslag
|
|
Title:
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
/s/ SCOTT A. DURCHSLAG
|
By: Scott A. Durchslag, Attorney-in-Fact
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
No.
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
3.01
|
Third Amended and Restated Certificate of Incorporation
|
S-1/A
|
333-176503
|
3.1
|
10/31/2011
|
|
3.02
|
Amended and Restated Bylaws
|
S-1/A
|
333-176503
|
3.2
|
10/31/2011
|
|
4.01
|
Form of Common Stock Certificate
|
10-K
|
001-35339
|
4.01
|
3/8/2016
|
|
4.02
|
Amended and Restated Investor Rights Agreement, by and among Angie’s List, Inc. and the investors listed on Schedule A thereto, dated March 15, 2011, as amended
|
S-1
|
333-176503
|
4.2
|
8/25/2011
|
|
4.03
|
Amendment No. 1 to Amended and Restated Investors’ Rights Agreement, by and between Angie’s List, Inc. and TRI Investments, LLC, dated as of November 1, 2016
|
10-Q
|
001-35339
|
4.03
|
11/2/2016
|
|
10.01†
|
Amended and Restated Omnibus Incentive Plan and form of award agreements under the Amended and Restated Omnibus Incentive Plan
|
S-8
|
333-191884
|
99.1
|
10/24/2013
|
|
10.02†
|
Form of Indemnification Agreement by and between Angie’s List, Inc. and each of its executive officers and its directors not affiliated with an investment fund
|
S-1/A
|
333-176503
|
10.18
|
9/29/2011
|
|
10.03†
|
Form of Indemnification Agreement by and between Angie’s List, Inc. and each of its directors affiliated with an investment fund
|
S-1/A
|
333-176503
|
10.19
|
9/29/2011
|
|
10.04
|
Project Agreement by and between Angie’s List, Inc. and the Consolidated City of Indianapolis, dated October 21, 2011
|
S-1/A
|
333-176503
|
10.22
|
11/2/2011
|
|
10.05
|
Purchase and sale agreement by and among Angie’s List, Inc. and Henry Amalgamated, LLC and Henry Amalgamated II, LLC, dated November 8, 2012
|
8-K
|
001-35339
|
10.1
|
11/9/2012
|
|
10.06†
|
Offer Letter Agreement, dated December 20, 2012, by and between Angie's List, Inc. and J. Mark Howell
|
8-K
|
001-35339
|
10.1
|
1/17/2013
|
|
10.07†
|
Offer Letter Agreement, dated August 20, 2013, by and between Angie's List, Inc. and Thomas R. Fox
|
8-K
|
001-35339
|
10.1
|
8/21/2013
|
|
10.08†
|
Amended Incentive Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer
|
10-Q
|
001-35339
|
10.01
|
7/24/2014
|
|
10.09†
|
Amended Nonqualified Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer
|
10-Q
|
001-35339
|
10.02
|
7/24/2014
|
|
10.10†
|
Amended Nonqualified Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Non-Employee Director
|
10-Q
|
001-35339
|
10.03
|
7/24/2014
|
|
10.11
|
Financing Agreement, dated as of September 26, 2014, by and among Angie's List, Inc., other subsidiaries of Angie's List, Inc. joined after in such capacity as Borrowers, certain subsidiaries of Angie's List, Inc. as Guarantors, the lenders from time to time party thereto as Lenders and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
10-Q/A
|
001-35339
|
10.01
|
2/26/2015
|
|
10.12
|
Pledge and Security Agreement, dated as of September 26, 2014, by and among Angie's List, Inc., AL Campus Kids, LLC and AL BV Investments, Inc. as Grantors and TCW Asset Management Company as Collateral Agent
|
10-Q
|
001-35339
|
10.02
|
10/22/2014
|
|
10.13†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan - Director, Executive Officer, Vice President
|
10-K
|
001-35339
|
10.16
|
2/25/2015
|
|
10.14†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan - Other Employees
|
10-K
|
001-35339
|
10.17
|
2/25/2015
|
|
10.15†
|
Employment Agreement, dated September 4, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
8-K
|
001-35339
|
10.1
|
9/8/2015
|
|
10.16†
|
Nonqualified Stock Option Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.04
|
10/22/2015
|
|
10.17†
|
Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.05
|
10/22/2015
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
No.
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
10.18†
|
Performance Award Attributable to Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan, dated September 8, 2015, by and between Angie's List, Inc. and Scott A. Durchslag
|
10-Q
|
001-35339
|
10.06
|
10/22/2015
|
|
10.19
|
Settlement Agreement, dated February 29, 2016, by and among Angie's List. Inc. and Eric Semler and TCS Capital Management, LLC
|
8-K
|
001-35339
|
10.1
|
3/1/2016
|
|
10.20†
|
Form of Performance Award Grant Agreement under the Amended and Restated Omnibus Incentive Plan for Executive Officer - Stock Options
|
10-K
|
001-35339
|
10.23
|
3/8/2016
|
|
10.21
|
First Amendment to Financing Agreement, dated as of June 10, 2016, by and among Angie's List, Inc., subsidiaries of Angie's List, Inc., the lenders party thereto and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
8-K
|
001-35339
|
10.01
|
6/15/2016
|
|
10.22
|
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 10, 2016, by AL Real Estate Holdings, LLC to and for the benefit of TCW Asset Management Company
|
8-K
|
001-35339
|
10.02
|
6/15/2016
|
|
10.23†
|
Employment Agreement, dated December 10, 2015, by and between Angie's List, Inc. and Darin E. Brown
|
10-Q
|
001-35339
|
10.03
|
7/28/2016
|
|
10.24†
|
Employment Agreement, dated February 18, 2016, by and between Angie's List, Inc. and Shannon M. Shaw
|
10-Q
|
001-35339
|
10.04
|
7/28/2016
|
|
10.25†
|
Form of Performance Award Attributable to Restricted Stock Unit Agreement under the Amended and Restated Omnibus Incentive Plan for Executive Officer - Long-Term Incentive Plan
|
10-Q
|
001-35339
|
10.05
|
7/28/2016
|
|
10.26
|
Second Amendment to Financing Agreement, dated as of November 1, 2016, by and among Angie's List, Inc., subsidiaries of Angie's List, Inc., the lenders party thereto and TCW Asset Management Company as Collateral Agent and Administrative Agent
|
10-Q
|
001-35339
|
10.01
|
11/2/2016
|
|
14
|
Code of Business Conduct and Ethics, as amended March 15, 2016
|
8-K
|
001-35339
|
14
|
3/17/2016
|
|
21.01
|
Subsidiaries of the Registrant
|
|
|
|
|
X
|
23.01
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
X
|
24.01
|
Power of Attorney
|
|
|
|
|
X
|
31.01
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
|
X
|
31.02
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
|
X
|
32.01
|
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
|
|
|
|
|
X
|
32.02
|
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
|
|
|
|
|
X
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
Name of Subsidiary*
|
|
State or Other Jurisdiction of
Incorporation or Organization
|
AL BV Investment, Inc.
|
|
Delaware
|
AL Real Estate Holdings, LLC
|
|
Indiana
|
|
|
|
* The subsidiaries of the Registrant do not do business under any name other than as listed above.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ SCOTT A. DURCHSLAG
|
|
|
|
February 17, 2017
|
Scott A. Durchslag
|
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
/S/ THOMAS R. FOX
|
|
|
|
February 15, 2017
|
Thomas R. Fox
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
|
|
/S/ CHARLES HUNDT
|
|
|
|
February 17, 2017
|
Charles Hundt
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
|
|
/S/ GEORGE D. BELL
|
|
|
|
February 15, 2017
|
George D. Bell
|
|
Director
|
|
|
|
|
|
|
|
/S/ MARK BRITTO
|
|
|
|
February 15, 2017
|
Mark Britto
|
|
Director
|
|
|
|
|
|
|
|
/S/ THOMAS R. EVANS
|
|
|
|
February 15, 2017
|
Thomas R. Evans
|
|
Director
|
|
|
|
|
|
|
|
/S/ ANGELA R. HICKS BOWMAN
|
|
|
|
February 16, 2017
|
Angela R. Hicks Bowman
|
|
Director
|
|
|
|
|
|
|
|
/S/ MICHAEL S. MAURER
|
|
|
|
February 15, 2017
|
Michael S. Maurer
|
|
Director
|
|
|
|
|
|
|
|
/S/ DAVID B. MULLEN
|
|
|
|
February 15, 2017
|
David B. Mullen
|
|
Director
|
|
|
|
|
|
|
|
/S/ MICHAEL D. SANDS
|
|
|
|
February 15, 2017
|
Michael D. Sands
|
|
Director
|
|
|
|
|
|
|
|
/S/ H. ERIC SEMLER
|
|
|
|
February 15, 2017
|
H. Eric Semler
|
|
Director
|
|
|
|
|
|
|
|
/S/ SUSAN THRONSON
|
|
|
|
February 15, 2017
|
Susan Thronson
|
|
Director
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Angie’s List, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ SCOTT A. DURCHSLAG
|
Scott A. Durchslag
|
Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Angie’s List, Inc.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ THOMAS R. FOX
|
Thomas R. Fox
|
Chief Financial Officer
|
(Principal Financial Officer)
|
/s/ SCOTT A. DURCHSLAG
|
Scott A. Durchslag
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
February 21, 2017
|
Date
|
/s/ THOMAS R. FOX
|
Thomas R. Fox
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
February 21, 2017
|
Date
|