424B4 1 d222159d424b4.htm FINAL PROSPECTUS Final Prospectus
Table of Contents

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-176503

PROSPECTUS

8,793,408 Shares

LOGO

Common Stock

 

 

This is Angie’s List, Inc.’s initial public offering. We are selling 6,250,000 shares of our common stock and the selling stockholders, including members of our senior management, are selling 2,543,408 shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.

Prior to this offering, there has been no public market for the shares. The shares of our common stock have been approved for listing on the NASDAQ Global Market under the symbol “ANGI.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 10 of this prospectus.

 

 

 

      

Per Share

      

Total

 

Public offering price

     $ 13.00         $ 114,314,304   

Underwriting discount(1)

     $ 0.91         $ 8,002,001   

Proceeds, before expenses, to us

     $ 12.09         $ 75,562,500   

Proceeds, before expenses, to the selling stockholders

     $ 12.09         $ 30,749,803   

 

(1) We refer you to “Underwriting” beginning on page 124 for additional information regarding total underwriter compensation.

The underwriters may also exercise their option to purchase up to an additional 1,319,011 shares from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover overallotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about November 22, 2011.

 

 

BofA Merrill Lynch

 

Allen & Company LLC   Stifel Nicolaus Weisel   RBC Capital Markets

 

Janney Montgomery Scott   Oppenheimer & Co.    ThinkEquity LLC      CODE Advisors   

 

 

The date of this prospectus is November 16, 2011.


Table of Contents

LOGO


Table of Contents

LOGO

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1   

Risk Factors

     10   

Special Note Regarding Forward-Looking Statements and Industry Data

     33   

Use of Proceeds

     35   

Dividend Policy

     35   

Capitalization

     36   

Dilution

     38   

Selected Consolidated Financial and Other Data

     40   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     42   

Business

     70   

Management

     79   

Executive Compensation

     86   

Certain Relationships and Related Party Transactions

     103   

Principal and Selling Stockholders

     108   

Description of Capital Stock

     114   

Material U.S. Federal Income Tax Consequences for Non-U.S. Holders

     119   

Shares Eligible for Future Sale

     121   

Underwriting

     124   

Legal Matters

     130   

Experts

     130   

Where You Can Find More Information

     130   

Index to Consolidated Financial Statements

     F-1   

We, the selling stockholders and the underwriters have not authorized anyone to provide you with information that is different from that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are not offering to sell, or seeking offers to buy, our common stock in any jurisdiction where such offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless the context requires otherwise, the words “Angie’s List,” the “company,” “we,” “us” and “our” refer to Angie’s List, Inc. For purposes of this prospectus, the term “stockholders” shall refer to holders of our common stock.

 

i


Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Mission

Our mission is to help consumers find the best service providers and promote happy transactions.

Our Company

We operate a consumer-driven solution for our members to research, hire, rate and review local professionals for critical needs, such as home, health care and automotive services. Our ratings and reviews, which are available only to our members, help our members to find the best provider for their local service needs. We have more than 1,000,000 paid memberships. We allow local service providers who are highly rated by our members to advertise discounts and other promotions to our members.

We help consumers purchase “high cost of failure” services in an extremely fragmented local marketplace. These services, which include home remodeling, plumbing, roof repair, health care and automobile repair, are typically expensive and carry a high cost to the consumer if performed poorly. Our ratings are based exclusively on reviews from our members and we accept no anonymous reviews. As a result, we believe our reviews are a trusted resource for consumers to find high quality local service providers.

We also help local service providers find quality customers and differentiate themselves in a competitive marketplace. Our members represent an attractive, targeted group of consumers for service providers. Our typical member is between the ages of 35 and 64, is married, owns a home, is college educated and has an annual household income of at least $100,000, based on information derived and interpreted by us as a result of our own analysis from general demographic data provided by Nielsen. In 2010, our members averaged 11.4 unique searches per member for local service providers and 37% of our members wrote a review on at least one service provider.

The value proposition we offer to both consumers and local service providers strengthens our position as a trusted resource and allows us to derive revenue from both members and service providers. As more members contribute reviews to our service, we increase the breadth and depth of content offered to members, attracting more members and enhancing the value of our service to reputable local service providers, for whom our members constitute a large pool of qualified customers for their services.

As of September 30, 2011, we offered our service to paying members in 175 local markets in the United States. From December 31, 2008 to date, we grew from approximately 333,000 to more than 1,000,000 paid memberships, representing a compound annual growth rate of more than 47.5%. Our membership growth has been driven largely by our national advertising strategy, which resulted in our marketing expense of $30.2 million and $48.0 million in 2010 and the nine months ended September 30, 2011, respectively. We continue to scale our investment in advertising to grow our membership base. In 2010 and the nine months ended September 30, 2011, our revenue was $59.0 million and $62.6 million, respectively. In the same periods, our net loss was $27.2 million and $43.2 million. We have incurred net losses since inception and had an accumulated deficit of $160.6 million as of September 30, 2011.

 

 

1


Table of Contents

Market Overview

The local services market is large, highly fragmented and inefficient. According to ESRI Business Information Solutions, consumers spent more than $400 billion on local service providers in 2010, including remodeling services, furniture repair and cleaning, movers, appliance repair and pest control. In addition, according to the U.S. Center for Medicare and Medicaid Services, in 2009 U.S. consumers and private health insurers spent more than $420 billion on physician and clinical services, dental services and services performed by other health care professionals. Millions of small businesses and health care professionals vie for those dollars every year.

Despite the size of this market, consumers and local service providers have historically lacked an efficient way to connect. Consumers traditionally have been forced to rely on a variety of inefficient sources to navigate the difficult landscape of the local services marketplace, often turning to friends and neighbors for recommendations of companies to hire. These referrals are usually based on a single interaction, and it can be difficult or impossible for a consumer to confirm a word-of-mouth recommendation before making a purchase decision.

Similarly, local service providers are faced with significant challenges in finding customers who are motivated to purchase and in distinguishing themselves from their competitors on the basis of quality. Historically, local service providers relied upon traditional offline advertising services such as newspapers and the Yellow Pages that do not provide them with the ability to target high quality, motivated customers or to differentiate themselves from their competitors.

While the Internet has transformed the way that information is accessed and shared, profoundly impacting the local services marketplace, it has not by itself solved these problems for either the consumer or the local service provider. Information on the Internet is inherently susceptible to fraud and bias. For example, a single nefarious competitor can embellish its own reputation or tarnish the reputations of its competitors. This can result in consumer uncertainty and doubt, particularly when searching for information regarding high cost of failure services.

We believe that solving these age-old inefficiencies of the local services marketplace requires a trusted intermediary to compile, organize and make available reliable information on local service providers. We offer an efficient way for consumers and reputable service providers to find each other.

The Angie’s List Solution

Our solution to the problems of the local services marketplace starts with our unwavering commitment to placing the interests of the consumer first. Our consumer-centric approach provides the following benefits:

For consumers:

 

   

A trusted and efficient way to find the best local service provider. Applying the “ask-your-neighbor” approach across our target markets, we compile a breadth of highly relevant, member-generated ratings and reviews that provide insights consumers cannot obtain on their own.

 

   

A robust and convenient resource. Our members’ reviews span more than 550 categories of high cost of failure services such as home, health care and automotive services, and are accessible by members on the Internet, by smartphone, telephone or text message and in our monthly magazine.

 

   

Money-saving benefits from quality local service providers. Member ratings determine which local service providers are eligible to offer promotions to our members, which must take the form of discounts or other money-saving promotions.

 

 

2


Table of Contents

For local service providers:

 

   

An efficient way to reach target consumers. Local service providers with high ratings from our members benefit from access to a large, qualified pool of demand.

 

   

An effective way for reputable local service providers to shine. Because our membership, not Angie’s List, determines which local service providers are eligible to advertise with us based on their reviews, service providers who advertise are known to be reputable.

Our Strengths

Since our inception 16 years ago, we have developed and are leveraging the following key strengths of our business model:

 

   

Loyal and engaged membership. Our members renew their subscriptions at high annual rates, which in 2010 ranged from approximately 70% for first-year members to approximately 87% for members who had purchased annual memberships for five years or more. In addition, our membership is highly-engaged, generating more than 40,000 new service provider reviews monthly in 2010.

 

   

Extensive and reliable database of member-generated content. Since 1995, we have collected approximately 2.6 million reviews of local service providers from our members. We prohibit anonymous reviews and deploy a variety of resources, including internal audit personnel and fraud detection technology, to ensure the integrity of the information on our service.

 

   

Strong service provider loyalty. Our value proposition to local service providers is evidenced by the high retention rate of service providers who participate in service provider promotions. For example, 51% of advertising service providers at the beginning of 2008 were still active advertisers at the beginning of 2011. The contract value for those remaining active service providers as of January 1, 2011 equaled 160% of the contract value for those same service providers as of January 1, 2008.

 

   

Powerful network effect. As more members contribute reviews to our service, we increase the breadth and depth of content offered to members, attracting more members and enhancing the value of our service to reputable local service providers, for whom our members constitute a large pool of qualified customers for their services.

 

   

Scalable and leverageable operations. From the beginning of 2008 through September 30, 2011, we grew our operations from 45 to 175 paid membership markets across the United States, and we have aggressively sought to penetrate these markets. We have replicated our business model in these markets without substantially increasing our operations and support expense.

Our Strategy

Our goal is to establish our service as the “go to” solution for consumers making purchasing decisions about their most important local services transactions. Our strategy includes the following key components:

 

   

Increase penetration of our markets. We plan to continue to invest aggressively in national advertising to further increase market penetration and revenue per paid membership, particularly in our largest potential markets such as New York City and Los Angeles.

 

 

3


Table of Contents
   

Increase number of service providers offering discounts to members. We are growing our service provider sales force and account management personnel to increase our ability to establish and cultivate direct relationships with eligible local service providers, expand the number of local service providers offering discounts and other promotions to our members, increase the value of existing service provider relationships and maintain high service provider renewal rates.

 

   

Expand into new categories. We started our business focused on home improvement and have expanded to cover other high cost of failure service categories, such as health and wellness services and classic car restoration. We continue to evaluate additional categories for expansion.

 

   

New product development. We plan to leverage our position as a trusted resource in the local services marketplace to introduce new products, functionality and features designed to promote local commerce such as prepaid vouchers for discounts on local services. We believe these enhancements will drive increased business to service providers and provide us with new monetization opportunities.

 

   

Expand internationally. We believe our business model is readily adaptable to markets outside the United States that have similarly fragmented relationships between customers and local service providers, and are in the initial stages of expanding into new international English-speaking markets.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks include:

 

   

We have incurred net losses since inception, and we expect to continue to incur net losses as we continue to invest aggressively to grow and penetrate our markets.

 

   

We have significantly increased our investment in member acquisition. If the revenue generated by new paid memberships differs significantly from our expectations or if our membership acquisition costs or costs associated with servicing our members increase, we may not be able to recover our membership acquisition costs or to generate profits from this investment.

 

   

Our business depends on the strength of our brand, which has been built by the trust of consumers, and the failure to maintain that trust would damage our brand and harm our ability to maintain or expand our base of paid memberships and participating service providers.

 

   

If our efforts to increase the number of our paid memberships, to retain existing paid memberships and to maintain high levels of member engagement are not successful, our growth prospects and revenue will be adversely affected.

 

   

Any failure to convince local service providers of the benefits of advertising with us would harm our business.

 

   

We compete for both members and service providers with a range of established and emerging companies, including traditional offline consumer resources, “free to consumer” online ratings websites and referral services funded directly by service providers or by service provider advertising. Some of our competitors have significantly greater resources and name recognition than we do. We are and will continue to be faced with many competitive challenges, any of which could adversely affect our prospects, results of operations and financial condition.

 

   

If we are unable to replicate our performance in our larger markets, our operating results and financial condition will be harmed.

 

 

4


Table of Contents

Corporate Information

We were organized in the State of Indiana in April 1995 as Brownstone Publishing, LLC. In April 2010, we became a Delaware corporation by way of a merger with and into a wholly-owned subsidiary, with the subsidiary remaining as the surviving corporation, and changed our name to Angie’s List, Inc.

Our principal executive offices are located at 1030 E. Washington Street, Indianapolis, Indiana 46202, and our telephone number is (888) 888-5478. Our website is www.AngiesList.com. The information on, or accessible through, our website does not constitute part of and is not incorporated into this prospectus.

Angie’s List and other trademarks or service marks of Angie’s List appearing in this prospectus are the property of Angie’s List. All other service marks, trademarks and trade names referred to in this prospectus are the property of their respective holders.

 

 

5


Table of Contents

THE OFFERING

 

Common stock offered by Angie’s List

6,250,000 shares

 

Common stock offered by the selling stockholders

2,543,408 shares

 

Total common stock offered

8,793,408 shares

 

Overallotment option offered by Angie’s List

1,319,011 shares

 

Common stock to be outstanding after this offering

55,594,944 shares, or 56,913,955 shares if the underwriters exercise their option to purchase additional shares in full.

 

Use of proceeds

The net proceeds to us from the sale of the shares of common stock offered by us will be approximately $72.2 million, or approximately $88.2 million if the underwriters’ overallotment option is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

 

  We anticipate that we will use the net proceeds of this offering to fund our advertising strategy to drive membership growth and for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire, invest in or obtain rights to complementary technologies, products, services or businesses. There are no such transactions under consideration at this time. See “Use of Proceeds” for additional information.

 

NASDAQ Global Market symbol

ANGI

Mark Britto, a member of our board of directors, has agreed to purchase 19,230 shares of our common stock from us, concurrent with the consummation of this offering at the initial public offering price. This purchase is not a part of this offering and the shares purchased by Mr. Britto will be subject to the lock-up agreement he signed in connection with this offering, as described under “Shares Eligible for Future Sale – Lock-up Agreements.”

The number of shares of common stock to be outstanding after this offering is based on 49,344,944 shares outstanding as of September 30, 2011 and excludes:

 

   

2,321,784 shares of common stock issuable upon the exercise of outstanding options to purchase our common stock at a weighted average exercise price of $8.41 per share;

 

   

360,544 shares of common stock issuable upon exercise of warrants at a weighted average exercise price of $8.45 per share; and

 

   

1,616,384 shares of common stock reserved for future issuance under our existing Amended and Restated Omnibus Incentive Plan, plus annual increases thereunder, as described in the section captioned “Executive Compensation—Employee Benefit Plan—Amended and Restated Omnibus Incentive Plan.”

 

 

6


Table of Contents

Unless otherwise indicated, this prospectus reflects and assumes the following:

 

   

outstanding shares include 236,776 shares of unvested restricted stock, which will become fully vested upon the completion of this offering;

 

   

no exercise by the underwriters of their option to purchase up to 1,319,011 additional shares of our common stock from us;

 

   

the automatic conversion of all of our outstanding preferred stock into an aggregate of 22,967,488 shares of common stock upon completion of this offering; and

 

   

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws immediately prior to the effectiveness of the offering.

The information in this prospectus also reflects the eight-for-one stock split (in the form of a dividend of common shares) effected in October 2011.

 

 

7


Table of Contents

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize financial and other data regarding our business. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

We derived the consolidated statements of operations data for 2008, 2009 and 2010 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the unaudited consolidated statement of operations data for the nine months ended September 30, 2010 and 2011 and the consolidated balance sheet data at September 30, 2011 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Pro forma net loss per common share has been calculated assuming the conversion of all outstanding shares of our preferred stock into 22,967,488 shares of common stock and the vesting of restricted stock upon completion of this offering. The pro forma as adjusted balance sheet data reflects the balance sheet data at September 30, 2011 as adjusted to reflect our receipt of the net proceeds from the sale by us in this offering of 6,250,000 shares of common stock at $13.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, conversion of all of our outstanding shares of preferred stock into 22,967,488 shares of common stock and the vesting of restricted stock upon completion of this offering. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of results to be expected in any future period, and results for the nine months ended September 30, 2011 are not necessarily indicative of results to be expected for the full year.

 

    Years Ended December 31,     Nine Months Ended
September 30,
 
                     

(unaudited)

 
    (in thousands, except share and per share data)  
    2008     2009     2010     2010     2011  

Revenue

         

Membership

  $ 15,935      $ 20,434      $ 25,149      $ 18,425      $ 24,082   

Service provider

    17,929        25,166        33,890        24,505        38,512   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    33,864        45,600        59,039        42,930        62,594   

Operating expenses

         

Operations and support

    12,164        11,654        12,464        9,271        12,294   

Selling

    10,098        12,671        16,892        12,131        22,392   

Marketing

    14,941        16,114        30,237        25,132        47,991   

Technology(1)

    4,610        5,062        6,270        4,197        6,003   

General and administrative(1)

    8,773        8,699        16,302        8,096        12,730   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (16,722     (8,600     (23,126     (15,897     (38,816

Interest expense

    3,126        3,381        3,966        2,967        2,519   

Loss on debt extinguishment

    469        —          —            1,830   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (20,317     (11,981     (27,092     (18,864     (43,165

Income tax expense

    —          —          154        146        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (20,317   $ (11,981   $ (27,246   $ (19,010   $ (43,165
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted

  $ (0.75   $ (0.45   $ (0.99)      $ (0.69)      $ (1.59)   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding—basic and diluted(2)

    26,935,785        26,666,918        27,603,927        27,519,204        27,125,493   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per common share—basic and diluted (unaudited)

      $ (0.64)        $ (0.89)   
     

 

 

     

 

 

 

Pro forma weighted average number of common shares outstanding—basic and diluted (unaudited)

        42,754,519          48,487,035   
     

 

 

     

 

 

 

 

(1)    Includes non-cash stock-based compensation as follows:

         
   

Technology

  $ —        $ —        $ 496      $ —        $ 362   

General and administrative

    77        76        6,203        942        1,482   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 77      $ 76      $ 6,699      $ 942      $ 1,844   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(2) The weighted average number of common shares for all periods prior to April 30, 2010 is based on member units assuming conversion to common stock at the applicable rates effective upon reorganization as a corporation on April 30, 2010.

 

 

8


Table of Contents
     Years Ended December 31,     Nine Months Ended
September 30,
 
     2008     2009     2010     2010     2011  

Other Data: (unaudited)

          

Total paid memberships (end of period)(1)

     333,489        411,727        602,882        558,713        988,224 (2) 

Gross paid memberships added (in period)(3)

     193,011        219,140        355,580        270,588        557,061   

Marketing cost per paid membership acquisition (in period)(4)

   $ 77      $ 74      $ 85      $ 93      $ 86   

First-year membership renewal rate (in period)(5)

     62     67     70     70     76

Average membership renewal rate (in period) (5)

     70     73     75     74     79

Participating service providers (end of period)(6)

     7,960        10,415        15,060        13,359        21,927   

Total service provider contract value (end of period, in thousands)(7)

   $ 22,489      $ 30,849      $ 43,050      $ 37,402      $ 65,104   

 

(1) Reflects the number of paid memberships at the end of each period presented. Total paid memberships also includes a de minimis number of complimentary memberships in our paid markets for all periods presented. The number of memberships lost during the periods presented was 94,401, 140,902 and 164,425 for 2008, 2009 and 2010, respectively, and 123,602 and 171,719 for the nine months ended September 30, 2010 and 2011, respectively.

 

(2) In October 2011, we surpassed 1,000,000 paid memberships.

 

(3) Reflects the total number of new paid memberships added in a reporting period.

 

(4) Reflects marketing expense divided by gross paid memberships added in a reporting period.

 

(5) First-year renewal rate reflects the percentage of paid memberships expiring in the reporting period after the first year of membership that are renewed, and average membership renewal rate reflects the percentage of all paid memberships expiring in the reporting period that are renewed. Renewal rates exclude monthly memberships.

 

(6) Reflects the total number of service providers under contract for advertising at the end of the period.

 

(7) 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.

 

     As of September 30, 2011  
     Actual     Pro  Forma
As
Adjusted
 
     (unaudited)  
     (in thousands)  

Balance Sheet Data:

    

Cash

   $ 10,547      $ 82,766   

Working capital (deficit)

     (25,930     46,289   

Total assets

     32,593        104,812   

Total deferred revenue

     34,161        34,161   

Long-term debt, including accrued interest

     14,807        14,807   

Convertible preferred stock

     3        —     

Common stock and additional paid-in capital

     145,449        218,817   

Stockholders’ (deficit) equity

     (38,855     33,364   

 

 

9


Table of Contents

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before deciding to invest in our common stock, you should carefully consider each of the following risk factors and all other information set forth in this prospectus and any related free writing prospectus. The following risks and the risks described elsewhere in this prospectus, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” could materially harm our business, financial condition, operating results, cash flow and prospects. If that occurs, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

We have incurred net losses since inception, and we expect to continue to incur net losses as we continue to invest aggressively to grow and penetrate our markets.

We have incurred significant net losses and have an accumulated deficit of $160.6 million as of September 30, 2011. As a result, we have funded our operations through equity and debt financings. A key element of our strategy has been to aggressively grow both the number of markets in which we offer our service and our penetration in each of these markets. In addition, we have expanded the number of local service provider categories that we maintain for our members’ review, launched new products and services for members and local service providers and significantly grown our service provider sales headcount and sales activity. We anticipate that our marketing, selling, operating and support and general and administrative expenses will continue to increase as we continue to invest in growing our paid membership base, increase the number and variety of our service provider categories, increase the number of service providers participating as advertisers, develop new marketing initiatives and enhance our technology platform. In particular, we intend to continue to invest substantial resources in marketing to acquire new paid memberships. This planned investment will consume a material portion of our cash flow and is expected to result in additional net losses and negative cash flow. We also expect to incur increased operating expenses as we hire additional personnel and invest in our infrastructure to support anticipated future growth and public company reporting and compliance obligations.

In the event that we achieve profitability in the future, we may not be able to sustain or increase profitability on a quarterly or annual basis. If our revenue does not grow or declines, or if our operating expenses exceed our expectations, our results of operations will be adversely affected. In addition, if our future growth and operating performance, or if our negative cash flow or losses resulting from our investment in membership acquisition fail to meet investor or analyst expectations, our operating results, financial condition and stock price could be materially adversely affected.

We have significantly increased our investment in member acquisition. If the revenue generated by new paid memberships differs significantly from our expectations, or if our membership acquisition costs or costs associated with servicing our members increase, we may not be able to recover our membership acquisition costs or generate profits from this investment.

We spent $30.2 million and $48.0 million on marketing to acquire new memberships in 2010 and in the first nine months of 2011, respectively, and expect to continue to spend significant amounts to acquire additional memberships, primarily through national advertising. Our decisions regarding investments in membership acquisition are based upon our analysis of the revenue we have historically generated per paid membership over the expected lifetime of such membership. Our analysis of the revenue that we expect new paid memberships to generate over their lifetimes depends upon several estimates and assumptions, including membership renewal rates, future membership fees and incremental advertising revenue from service providers driven by increased penetration in a particular market. Due to our recent expansion, our experience with long-term financial and operating trends is limited to a relatively small proportion of our overall number of paid membership markets. Our experience in markets in which we presently have low penetration rates may differ from our more established markets.

 

10


Table of Contents

Historically, our membership revenue per paid membership and service provider revenue per paid membership in a geographic market have increased with the maturity and corresponding increased penetration of such market. However, in recent periods we recorded declining total revenue per paid membership overall. This decline reflects a lag in our ability to leverage increased penetration in a market into increased advertising rates as our average contract term in effect as of September 30, 2011 was 14.3 months, and we are only able to increase rates for a given participating service provider upon contract renewal. In addition, the decline reflects rapid membership growth in less penetrated markets where the average membership revenue and service provider revenue per paid membership is lower and our adoption of an unbundled pricing structure in certain of our more established markets.

If our estimates and assumptions regarding the revenue we can generate from new paid memberships prove incorrect, or if the revenue generated by new paid memberships over the periods such members continue to subscribe differs significantly from that of paid memberships acquired in prior periods, we may be unable to recover our membership acquisition costs or generate profits from our investment in acquiring new paid memberships. Moreover, if our membership acquisition costs or the costs associated with servicing our members increase, the return on our investment may be lower than we anticipate irrespective of the revenue generated by new memberships. If we cannot generate profits from this investment, we may need to alter our growth strategy, and our growth rate and results of operations may be adversely affected.

Our business depends on the strength of our brand, which has been built by the trust of consumers, and the failure to maintain that trust would damage our brand and harm our ability to maintain or expand our base of paid memberships and participating service providers.

Trust in the integrity of the “Angie’s List” brand and in the objective, unbiased nature of our ratings and reviews has contributed significantly to our ability to attract new paid memberships and participating service providers. Maintaining consumer trust and enhancing our brand will depend largely on our ability to maintain our commitment to and reputation for placing the interests of the consumer first. If our existing or potential members perceive that we are not focused primarily on helping them make more informed purchasing decisions about local services transactions or that the advertising revenue we receive from service providers interferes with the objective rating of service providers on the basis of member reviews, our reputation and the strength of our brand will be adversely affected. Complaints or negative publicity about our sales and business practices, services, personnel and customer service, irrespective of their validity, and data privacy and security issues could diminish consumers’ confidence in and the use of our service and adversely impact our brand. Trust in our brand will also suffer if we are not able to maintain the quality and integrity of the ratings and reviews that appear on Angie’s List. We collect reviews from both members and non-members and make these reviews available to members on our website, although non-member reviews are not factored into the service providers’ ratings. While we use various technology-based algorithms and filters to detect fraudulent reviews, and we believe that our prohibition of anonymous reviews provides a degree of traceability and accountability not present in other websites, we cannot guarantee the accuracy of our reviews. Moreover, as our base of paid memberships expands and the number of local service providers rated and reviewed by our members grows, we may see an increase in fraudulent or inaccurate reviews. If fraudulent or inaccurate reviews—positive or negative—increase on Angie’s List and we are unable to effectively identify and remove such reviews, the overall quality of our ratings and reviews would decrease, our reputation as a source of trusted ratings and reviews may be harmed and consumers and local service providers may be deterred from using our products and services. We regularly employ steps designed to ensure that consumer reviews are not inaccurate or fraudulent and that service providers are rated according only to member reviews of them rather than their advertising with us or any other factor. If such steps prove ineffective or if members otherwise believe that we are not objective, we could lose their trust, and our brand and business could be harmed.

Our brand may also be harmed by factors outside of our control. Because our members use our service to gather information about projects that carry a high risk of failure if they are performed incompetently, poor performance by local service providers that are highly rated by our members could undermine our reputation for quality and integrity. We cannot be certain that highly-rated local service providers will perform to the

 

11


Table of Contents

satisfaction of our members. In addition, our brand could be harmed if others use any of our trademarks inappropriately. For example, local service providers may use our trademarks without our permission, including our “Super Service Award,” which is available only to local service providers that have maintained superior service ratings. We have in the past taken, and will in the future take, action, including initiating litigation, to protect our trademarks and the integrity of our brand. If such efforts are unsuccessful, our brand and our business would be adversely affected.

If our efforts to increase the number of our paid memberships, to retain existing paid memberships and to maintain high levels of member engagement are not successful, our growth prospects and revenue will be adversely affected.

Our ability to grow our business and to generate both membership revenue and service provider revenue depends on attracting new paid memberships, retaining our existing paid membership base and maintaining high levels of member engagement. We must convince prospective members of the benefits of our service and existing members of its continuing value. In addition, we must convince our members to submit reviews of local service providers to our database. We are dependent upon increased penetration and active member engagement in each of our markets to grow our database of reviews of local service providers, and in turn to enhance the value of our service to other members and prospective members in that market and to increase membership revenue per paid membership. We also depend on growing our paid membership base to increase our service provider revenue in that market by driving greater participation by service providers in our advertising programs and higher advertising rates. We cannot assure you that we will be successful in maintaining or expanding our paid membership base, or in increasing our revenue per paid membership.

In addition, we have historically relied upon high membership renewal rates and “word of mouth” referrals from existing members to maintain and grow our paid membership base. If our efforts to satisfy our existing members are not successful, we may not be able to maintain our renewal rates or continue receiving those referrals. Furthermore, although we use our number of paid memberships as one indicator of the growth of our business, some of our members may not actively use our service or submit reviews of local service providers to our database. If member engagement does not meet our expectations, we may lose members or service providers who advertise with us, and our revenue may not increase or may decline.

Our ability to increase the number of our paid memberships and to maintain high levels of member engagement will require us to address a number of challenges, and we may fail to do so successfully. Some of these challenges include:

 

   

continuing to build our database of member-generated ratings and reviews of local service providers;

 

   

increasing the number and variety of local service providers reviewed by our members;

 

   

delivering our members relevant, high-quality discount, coupon and other promotional offers from our participating local service providers; and

 

   

continuing to innovate and keep pace with changes in technology and our competitors.

Our inability to increase the number of our paid memberships and to maintain high levels of member engagement would have an adverse effect on our growth prospects, operating results and financial condition.

 

12


Table of Contents

Any failure to convince local service providers of the benefits of advertising with us would harm our business.

For 2010 and the nine months ended September 30, 2011, we derived 57% and 62%, respectively, of our revenue from the sale of advertising to service providers, and we expect to continue to derive an increasing percentage of our revenue from the sale of advertising to service providers in the future. Our ability to attract and retain participating service providers and, ultimately, to generate advertising revenue depends on a number of factors, including:

 

   

increasing the number of paid memberships in our existing markets;

 

   

maintaining high levels of member engagement;

 

   

competing effectively for advertising dollars with other online and offline advertising providers; and

 

   

continuing to develop and diversify our advertising platform.

Historically, advertising markets for local service providers have been dominated by traditional offline advertising media, such as broadcast and cable television, broadcast radio, newspapers and the Yellow Pages. We offer both offline and online advertising products to eligible local service providers, and our business will depend in part on local service providers’ willingness to pay for our advertising products. Local service providers may view advertising with us as experimental and its long-term effectiveness as unproven, and may choose not to advertise with us, or may leave us for competing alternatives upon expiration or termination of their agreements with us. Failure to demonstrate the value of our service would result in reduced spending by, or loss of, existing or potential future participating service providers, which would materially harm our revenue and business.

Unlike competitors such as Yellow Pages, we do not employ local “feet on the street” sales forces to sell advertising to service providers and instead rely on call center sales personnel. This lack of a personal connection with local service providers may impede us in growing service provider revenue. As we grow, we will need to recruit, integrate and retain additional skilled and experienced call center sales personnel who can demonstrate our value proposition to service providers and increase the monetization of our membership base. We will be adversely affected if we hire poorly and if sales personnel do not reach levels of effectiveness within a period of time consistent with our historical experience, or if we are unable to convince service providers to advertise with us through our call center model.

Our success depends in part upon our ability to increase our service provider revenue per paid membership as we increase our market penetration.

Historically, our service provider revenue per paid membership in a given market has generally increased with market penetration because we have attracted more service providers and charged higher advertising rates as the pool of members using our service to actively seek local service providers has grown. Because we only increase advertising rates at the time of contract renewal, such rate increases in a given market may trail increases in market penetration. In addition, in certain markets we have not increased our advertising rates in a given market as rapidly as the number of paid memberships has grown. Moreover, trends in market penetration and growth in service provider revenue per paid membership in our larger or less penetrated markets have differed from our experiences in our smaller or more penetrated markets. Accordingly, growth of our membership may not result in service provider revenue increases until future periods, if at all. In addition, we are subject to risks associated with the credit quality of our service providers. If a service provider to whom we have provided advertising services is unable to meet its contractual obligations with us, our service provider revenue could decrease, and our results of operations could be harmed.

 

13


Table of Contents

We are and will continue to be faced with many competitive challenges, any of which could adversely affect our prospects, results of operations and financial condition.

We compete for both members and service providers with a range of established and emerging companies. We compete for members on the basis of a number of factors, including breadth of service provider listings, reliability of our content, breadth, depth and timeliness of information and strength and recognition of our brand. We compete for a share of local service providers’ advertising budgets on the basis of a number of factors, including return on investment, our high quality membership profile, effectiveness and relevance of our service providers’ discount offers to our members, our pricing structure and recognition of our brand. Our current competitors for memberships and service providers include a number of traditional offline consumer resources, such as the Yellow Pages and Consumers’ CHECKBOOK. Many of these competitors also have consumer reviews and information about service providers available online. We also compete with “free to consumer” online ratings websites and referral services funded directly by service providers or by service provider advertising, such as ServiceMagic, Inc., the “Diamond Certified” directory operated by American Ratings Corporation, Yelp, Inc., Kudzu, an indirect subsidiary of Cox Enterprises, Inc., and Insider Pages, an indirect subsidiary of IAC/InterActiveCorp. In our Angie’s List Health & Wellness categories, we compete for members with other online resources for patients, such as RateMDs, Inc. and Health Grades, Inc. Across all categories, we also compete with established Internet companies such as Facebook, Inc., Google Inc., Groupon, Inc., LivingSocial, Inc., Microsoft Corporation and Yahoo! Inc., who have significantly greater resources and name recognition than we do.

To compete effectively for members, we must continue to invest significant resources in marketing and in the development of our products and services to enhance value for members. To compete effectively for service provider revenue, we must continue to invest significant resources in our sales force, in the development of existing and new advertising products, the acquisition of new paid memberships and the collection of our members’ reviews of local service providers. Many of our competitors for service providers utilize local sales forces or “feet on the street,” and we may be at a disadvantage as a result of our call center-based sales model. Failure to compete effectively against our current or future competitors could result in loss of current or potential participating service providers or a reduced share of our participating service providers’ overall advertising budget, which could adversely affect our pricing and margins, lower our service provider revenue and prevent us from achieving or maintaining profitability. We cannot assure you that we will be able to compete effectively for memberships or service providers in the future against existing or new competitors, and the failure to do so could result in loss of existing or potential paid memberships, reduced membership base and service provider revenue, increased marketing or selling expenses or diminished brand strength, any of which could harm our business.

If we are unable to replicate our performance in our larger markets, our operating results and financial condition will be harmed.

Our penetration rates in a number of our larger geographic markets lag those of our mid-size markets. Many of our largest markets, including New York City, Los Angeles and San Francisco, were converted to paid status beginning in 2006 and 2007, and these markets have produced the largest number of new members in recent years. However, the penetration rate in these larger markets has lagged, on a percentage basis, those of our mid-size markets that converted in the same time frame. We believe that a principal reason for the lower penetration rates in our larger markets is the manner in which we market Angie’s List. We have chosen to spend 100% of our marketing dollars on national advertising. We believe that this advertising strategy provides us the most cost-efficient manner of acquiring new paid memberships. However, advertising nationally means we deliver the same volume of advertising regardless of the size of market. Since each market differs in terms of the number of advertising outlets available, the impact of our spending on national advertising varies across markets. In our experience, smaller markets typically have fewer advertising outlets available than larger markets. We believe the same volume of advertising in a smaller market is more effective in building brand awareness and generating new memberships than in larger markets. We expect to continue to allocate our marketing dollars in accordance with our national advertising strategy and accordingly expect to continue to see lower relative penetration rates in the larger markets.

 

14


Table of Contents

Slower penetration of our larger markets may delay or prevent us from increasing membership revenue per paid membership and service provider revenue per paid membership in these markets. While cohorts that consist of small and medium markets, such as our 2008-2010 cohort, may achieve greater penetration over a shorter period of time than the larger markets in our earlier cohorts, total revenue generated by these markets may not offset slower growth in our larger markets. If we are unable to replicate our performance in our larger and less penetrated markets, or if growth in larger or less penetrated markets is significantly slower than we anticipate, our operating results and financial condition could be harmed.

Interruptions or delays in service arising from our own systems or from our third-party data center could impair the delivery of our service and harm our business.

We rely in part upon third-party vendors, including data center, Internet infrastructure and bandwidth providers, to provide our products and services to our members and service providers. We do not control the operation of the third-party facilities, and both our own facilities and the third-party data center facility are vulnerable to damage or interruption from tornadoes, floods, fires, power loss, telecommunications failures and similar events. They also are subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, and technical security measures, terrorist acts, human error, the financial insolvency of the third-party provider and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in our service and unauthorized access to, or alteration of, the content and data contained on our systems and the content and data that these third-party vendors store and deliver on our behalf.

We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We have experienced, and expect to continue to experience, interruptions and delays in service and availability for such elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with our members, our brand and reputation and our ability to attract, retain and serve our members and service providers.

If we fail to effectively manage our growth, our business, operating and financial results may suffer.

We have recently experienced, and expect to continue to experience, significant growth in new and existing markets, which has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. We expect that our growth strategy will require us to commit substantial financial, operational and technical resources, and we expect that our marketing cost per paid membership acquisition may increase in the near term. Continued growth also could strain our ability to maintain reliable service levels for our members and participating service providers, to effectively monetize our membership base, to develop and improve our operational, financial and management controls, to enhance our reporting systems and procedures and to recruit, train and retain highly skilled personnel. As our operations grow in size, scope and complexity, we will need to improve and upgrade our systems and infrastructure and may determine we need to open additional operational locations, such as call centers, to support our advertising sales, which will require significant expenditures and allocation of valuable management resources. If we fail to maintain the necessary level of discipline and efficiency, or if we fail to allocate limited resources effectively in our organization as it grows, our business, operating results and financial condition may suffer.

We may not maintain our current rate of revenue growth.

Our paid membership base has grown rapidly in recent periods in new and existing markets. As a result, our membership revenue and service provider revenue have increased quickly and substantially. We believe that our continued revenue growth will depend on, among other factors, our ability to:

 

   

improve our penetration of our existing markets by efficiently deploying marketing expenditures to attract new paid memberships and by retaining our existing paid memberships in these markets;

 

15


Table of Contents
   

maintain high levels of member engagement and the quality and integrity of our members’ reviews of local service providers;

 

   

increase the number and variety of local service providers reviewed by our members and convince highly-rated local service providers to advertise with us;

 

   

retain service providers that currently advertise with us and convince them to increase their advertising spending with us;

 

   

continue to develop and diversify our product offerings for local service providers;

 

   

recruit, integrate and retain skilled and experienced sales personnel who can demonstrate our value proposition to service providers;

 

   

provide our members and local service providers with superior user experiences;

 

   

react to changes in technology and challenges from existing and new competitors; and

 

   

increase awareness of our brand.

We cannot assure you that our paid membership base or our service provider participation will continue to grow or will not decline as a result of increased competition and the maturation of our business. If our growth rates were to decline significantly or become negative, it could adversely affect our financial condition and results of operations. You should not rely on our historical rate of revenue growth as an indication of our future performance.

Our future growth depends in part on our ability to effectively develop and sell additional products, services and features.

We invest in the development of new products, services and features with the expectation that we will be able to effectively offer them to consumers and local service providers. For example, in 2008 and 2009, respectively, we launched our Angie’s List Health & Wellness and Classic Car offerings, to which our members can subscribe for an additional fee or as part of a bundled offering. We plan to continue to develop or potentially acquire vertical offerings that address other “high cost of failure” segments of the market for local services. In addition, we plan to develop and sell additional advertising products to qualified local service providers. Our future growth depends in part on our ability to sell these products and services, as well as additional features and enhancements to our existing offerings. If these efforts are not successful, our business may suffer. Further, many of our current and potential service provider advertisers have modest advertising budgets. Accordingly, we cannot assure you that the successful introduction of new products or services will not adversely affect sales of our current products and services or that service providers that currently advertise with us will increase their aggregate spending as a result of the introduction of new products and services.

We invest in features, functionality and customer support designed to drive traffic and increase engagement with members and service providers; however, these investments may not lead to increased revenue.

Our future growth and profitability will depend in large part on the effectiveness and efficiency of our efforts to convert consumers and local service providers who visit Angie’s List into paid memberships and participating service providers, respectively. We have made and will continue to make substantial investments in features and functionality for our website that are designed to drive online traffic and user engagement, and in customer support for local service providers who do not advertise with us. These activities do not directly generate revenue, and we cannot assure you that we will reap any rewards from these investments. If the expenses that we incur in connection with these activities do not result in sufficient growth in paid members and participating service providers to offset their cost, our business, financial condition and results of operations will be adversely affected.

 

16


Table of Contents

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our revenue and operating results vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside our control. As a result, comparing our operating results on a period to period basis may not be meaningful. In addition to other risk factors discussed in this “Risk Factors” section, factors that may contribute to the variability of our quarterly and annual results include:

 

   

our ability to retain our current paid memberships and build our paid membership base;

 

   

our ability to retain our service providers that currently advertise with us, and convince them to increase their advertising spending with us;

 

   

our revenue mix and any changes we make to our membership fees or other sources of revenue;

 

   

our marketing costs or selling expenses;

 

   

our ability to effectively manage our growth;

 

   

the effects of increased competition in our business;

 

   

our ability to keep pace with changes in technology and our competitors;

 

   

costs associated with defending any litigation or enforcing our intellectual property rights;

 

   

the impact of economic conditions in the United States on our revenue and expenses; and

 

   

changes in government regulation affecting our business.

Seasonal variations in the behavior of our members and service providers also may cause fluctuations in our financial results. For example, we expect to experience some effects of seasonal trends in member and service provider behavior due to decreased demand for home improvement services in winter months. In addition, advertising expenditures by local service providers tend to be discretionary in nature and may be sporadic, reflecting overall economic conditions, the economic prospects of specific local service providers or industries, budgeting constraints and buying patterns and a variety of other factors, many of which are outside our control. While we believe seasonal trends have affected and will continue to affect our quarterly results, our trajectory of rapid growth may have overshadowed these effects to date. We believe that our business will be subject to seasonality in the future, which may result in fluctuations in our financial results.

Our revenue may be negatively affected if we are required to pay sales tax or other transaction taxes on all or a portion of our past and future sales in jurisdictions where we are currently not collecting and reporting tax.

We currently only pay sales or other transaction taxes in certain jurisdictions in which we do business. We do not separately collect sales or other transaction taxes. A successful assertion by any state, local jurisdiction or country in which we do not pay such taxes that we should be paying sales or other transaction taxes on the sale of our products or services, or the imposition of new laws requiring the payment of sales or other transaction taxes on the sale of our products or services, could result in substantial tax liabilities related to past sales, create increased administrative burdens or costs, discourage consumers and service providers from purchasing products or services from us, decrease our ability to compete or otherwise substantially harm our business and results of operations.

 

17


Table of Contents

We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe that our future success depends in part upon the continued service of key members of our management team as well as our ability to attract and retain highly skilled and experienced sales, technical and other personnel. Our co-founders, William S. Oesterle and Angie Hicks, are critical to our overall management as well as the development of our culture and strategic direction. In particular, the reputation, popularity and talent of Ms. Hicks is an important factor in public perceptions of Angie’s List, and the loss of her services or any repeated or sustained shifts in public perceptions of her could adversely affect our business.

In addition, qualified individuals are in high demand in the Internet sector, and we may incur significant costs to attract them. Competition for these personnel is intense, and we may not be successful in attracting and retaining qualified personnel. Many of the companies with which we compete for experienced personnel have greater resources than us. In addition, in making employment decisions, particularly in the technology sector, job candidates often consider the value of the stock options they are to receive in connection with their employment. We have historically relied primarily on cash, rather than equity, compensation for the majority of our workforce. As such, we may have difficulty competing on a national scale for candidates focused on equity incentives. If we are unable to attract and retain executive officers and key personnel to our headquarters in Indianapolis, Indiana, or integrate recently hired executive officers and key personnel, our business, operating results and financial condition could be harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business.

We believe that a critical component of our success has been our corporate culture, which we believe fosters innovation, encourages teamwork, cultivates creativity and promotes focus on execution. We have invested substantial time, energy and resources in building a highly collaborative team that works together effectively in an environment designed to promote openness, honesty, mutual respect and the pursuit of common goals. As we develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain personnel, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

We may require additional capital to operate or expand our business. In addition, some of the strategic initiatives we have in early stages of development may require substantial additional capital resources before they begin to generate revenue. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. For example, our debt agreements contain various restrictive covenants, including restrictions on our ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to our stockholders or enter into certain types of related party transactions, and any debt financing secured by us in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and pursue business opportunities. If we raise additional funds through the issuance of equity or convertible securities, the percentage ownership of holders of our common stock could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of our common stock. Furthermore, volatility in the credit or equity markets may have an adverse effect on our ability to obtain debt or equity financing or the cost of such financing. If we do not have funds available to enhance our solutions, maintain the competitiveness of our technology and pursue business opportunities, we may not be able to service our existing members, acquire new members or attract or retain participating service providers, which could have an adverse effect on our business, operating results and financial condition.

 

18


Table of Contents

We have had a material weakness in our internal control over financial reporting.

In connection with the preparation of our financial statements as of and for the year ended December 31, 2010, our independent registered public accounting firm identified a material weakness in internal control over financial reporting with respect to: (i) the period of time over which initiation fees were recognized; (ii) the amortization period associated with data acquisition costs; (iii) expenses related to warrants issued in connection with our 2008 debt facility; and (iv) the recognition of sales tax expense in certain states, and in each case we adjusted the results of prior periods. Specifically:

 

   

We had previously amortized initiation fees from our members over the length of the member contract, and we now amortize initiation fees over the expected life of the member based on our experience.

 

   

We had previously amortized data acquisition costs that we acquired over ten years, and we now amortize data acquisition costs over three years.

 

   

We had previously valued the warrant to purchase common stock issued to our lender in connection with our 2008 debt facility at a fixed amount negotiated with the lender. We revalued the warrant at its fair value at the time of grant.

 

   

We had not previously recognized state sales tax expense, and we now have adopted appropriate provisions in that regard.

Under standards established by the Public Company Accounting Oversight Board, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. While we believe that we have remediated the material weakness identified by our independent registered public accounting firm, we cannot assure that there will not be additional material weaknesses and significant deficiencies that our independent registered public accounting firm or we will identify. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with listing requirements of our stock exchange.

In addition, we will need to evaluate our internal controls over financial reporting in connection with Section 404 of the Sarbanes Oxley Act in our annual report for 2011, and our auditors will be required to attest to our internal controls over financial reporting starting with our annual report for 2012. This assessment will need to include disclosure of any material weaknesses in our internal control over financial reporting identified by our management, as well as our auditors’ attestation report on our internal controls over financial reporting. We are just beginning the costly and challenging process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we will be unable to assert that our internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on the price of our common stock.

 

19


Table of Contents

Because we recognize membership revenue over the term of the membership and recognize service provider revenue ratably over the relevant contract period, downturns or upturns in membership or in service provider advertising may not be immediately reflected in our operating results.

We recognize membership revenue ratably over the term of a paid subscription and recognize service provider revenue ratably over the time period during which the advertisements are run. Because 87% of our members subscribed on an annual or multi-year basis as of September 30, 2011, a large portion of our membership revenue for each quarter reflects deferred revenue from memberships purchased in previous quarters. Similarly, because our service provider contracts in effect as of September 30, 2011 run for an average of 14.3 months, a large portion of our service provider revenue each quarter reflects purchasing decisions made in prior periods. Therefore, an increase or decrease in new or renewed memberships or new or renewed service provider contracts in any one quarter will not necessarily be fully reflected in our revenue for that quarter but will affect our revenue in future quarters. Accordingly, the effect of significant downturns or upturns in membership or advertising sales may not fully impact our results of operations until future periods.

We may suffer liability as a result of the ratings or reviews posted on our website.

Our terms of use specifically require members and non-members submitting reviews to represent that their ratings and reviews are based on their actual first-hand experiences and are accurate, truthful and complete in all respects, and that they have the right and authority to grant us a license to publish their reviews. However, we do not have the ability to verify the accuracy of these representations on a case-by-case basis. There is a risk that a review may be considered defamatory or otherwise offensive, objectionable or illegal under applicable law. Therefore, there is a risk that publication on our website of our ratings and reviews may give rise to a suit against us for defamation, civil rights infringement, negligence, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust or other legal claims. From time to time, we have been involved in claims and lawsuits based on the contents of the ratings and reviews posted on our website, including claims of defamation. To date, we have not suffered a material loss due to a claim of defamation. We expect that we will be subject to similar claims in the future, which may result in costly and time-consuming litigation, liability for money damages and injury to our reputation.

Failure to comply with federal and state laws and regulations relating to privacy and security of personal information, including personal health information, could result in liability to us, damage our reputation and harm our business.

A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of personal information. We collect and utilize demographic and other information from and about our members as they interact with our service. We also may collect information from our members when they provide ratings and reviews of local service providers, participate in polls or contests or sign up to receive email newsletters. Further, we use tracking technologies, including “cookies,” to help us manage and track our members’ interactions with our service and deliver relevant advertising. Claims or allegations that we have violated laws and regulations related to privacy and data security could in the future result in negative publicity and a loss of confidence in us by our members and our participating service providers, and may subject us to fines by credit card companies and the loss of our ability to accept credit and debit card payments. In addition, we have posted privacy policies and practices concerning the collection, use and disclosure of member data on our websites and mobile applications. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices.

In rating and reviewing health care or wellness providers, our members may post personal health information about themselves or others, and the health care or wellness providers reviewed by members may submit responses that contain private or confidential health information about reviewing members or others. While we strive to comply with applicable privacy and security laws and regulations regarding personal health

 

20


Table of Contents

information, as well as our own posted privacy policies, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, or could cause us to lose members and participating service providers, which could adversely affect our business.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols for personal information, including personal health information, imposed by law, regulation, self-regulatory bodies, industry standards and contractual obligations. However, such laws and regulations are evolving and subject to potentially differing interpretations, and federal and state legislative and regulatory bodies may expand current or enact new laws or regulations regarding privacy matters. We are unable to predict what additional legislation or regulation in the area of privacy of personal information could be enacted or its effect on our operations and business.

If our security measures are breached and unauthorized access is obtained to our members’ data, our service may be perceived as not being secure and members and service providers may curtail or terminate their use of our service.

Our service involves the storage and transmission of our members’ proprietary information, such as credit card and bank account numbers, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. Our payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud.

If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our members’ data, our reputation may be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security occurs, the public perception of the effectiveness of our security measures could be harmed and we could lose members and service providers, which could adversely affect our business.

We are subject to a number of risks related to accepting credit card and debit card payments.

We accept payments from our members primarily through credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for our service, which could cause us to lose members and membership revenue, or suffer an increase in our operating expenses, either of which could adversely affect our operating results.

If we or any of our processing vendors have problems with our billing software, or if the billing software malfunctions, it could have an adverse effect on our member satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our members’ credit cards on a timely basis or at all, we could lose membership revenue, which could harm our operating results.

We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply. We currently comply with the Payment Card Industry Data Security Standard, or PCI DSS, a security standard with which companies that collect, store or transmit certain data regarding credit and debit cards, credit and debit card holders, and credit and debit card transactions are required to comply. Changes to the PCI DSS standard over time could cause us to become noncompliant. Our failure to comply fully with the PCI DSS may violate payment card association operating rules, federal and state laws and regulations, and the terms of our

 

21


Table of Contents

contracts with payment processors and merchant banks. Such failure to comply fully also may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments. There is no guarantee that we will maintain PCI DSS compliance or that such compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of data pertaining to credit and debit cards, credit and debit card holders and credit and debit card transactions.

If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card-related costs, each of which could adversely affect our business, financial condition and results of operations.

If we are unable to maintain our chargeback rate at acceptable levels, our credit card fees for chargeback transactions, or our fees for many or all categories of credit and debit card transactions, credit card companies and debit card issuers may increase our fees or terminate their relationship with us. Any increases in our credit card and debit card fees could adversely affect our results of operations, particularly if we elect not to raise our rates for our service to offset the increase. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.

As we develop and sell new products, services and features, we may be subject to additional and unexpected regulations, which could increase our costs or otherwise harm our business.

As we develop and sell products and services that address new segments of the market for local services and expand our advertising solutions, we may become subject to additional laws and regulations, which could create unexpected liabilities for us, cause us to incur additional costs or restrict our operations. For example, our Angie’s List Health & Wellness offerings may become subject to complex federal and state health care laws and regulations, the application of which to specific products and services is unclear. Many existing health care laws and regulations, when enacted, did not anticipate the online health and wellness information and advertising products and services that we provide; nevertheless, they may be applied to our products and services.

In addition, the application of certain laws and regulations to some of our promotions are uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property laws. If these promotions were subject to the CARD Act or any similar state or foreign law or regulation, we may be required to record liabilities with respect to unredeemed promotions and we may be subject to additional fines and penalties.

From time to time, we may be notified of additional laws and regulations which governmental organizations or others may claim should be applicable to our business. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could create liability for us, result in adverse publicity or cause us to alter our business practices, which could cause our revenue to decrease, our costs to increase or our business otherwise to be harmed.

Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites and applications.

Our members access reviews and other information through our websites and applications. Our reputation and ability to acquire, retain and serve our members and service providers are dependent upon the reliable performance of our websites and applications and the underlying network infrastructure. As our membership base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network capacity and computing power. We have made, and expect to continue to make, substantial investments in data centers, equipment and related network infrastructure to handle the traffic on our websites and the data submitted to us by our members. The operation of these systems is expensive and complex and could result in operational failures. In the event that our membership base or the amount of traffic on our websites and applications grows more quickly than anticipated, we may be required to

 

22


Table of Contents

incur significant additional costs. If we do not maintain or expand our network infrastructure successfully, or if we experience operational failures, our reputation could be harmed and we could lose current and potential members and participating service providers, which could harm our operating results and financial condition.

We may not be able to successfully prevent other companies, including copycat websites, from misappropriating our data in the future.

From time to time, third parties have attempted to misappropriate our member-generated ratings and reviews and other data regarding our service providers through website scraping, search robots or other means. We have deployed several technologies designed to detect and prevent such efforts. However, we may not be able to successfully detect and prevent all such efforts in a timely manner or assure that no misuse of our data occurs.

In addition, third parties operating “copycat” websites have attempted to misappropriate data from our network and to imitate our brand or the functionality of our website. When we have become aware of such efforts by other companies, we have employed technological or legal measures in an attempt to halt their operations. However, we may not be able to detect all such efforts in a timely manner, or at all, and even if we could, the technological and legal measures available to us may be insufficient to stop their operations. In some cases, particularly in the case of companies operating outside of the United States, our available remedies may not be adequate to protect us against the damage to our business caused by such websites. Regardless of whether we can successfully enforce our rights against the operation of these websites, any measures that we may take could require us to expend significant financial or other resources and have a significantly adverse effect on our brand.

Failure to adequately protect our intellectual property could substantially harm our business and operating results.

We rely on a combination of intellectual property rights, including trade secrets, copyrights and trademarks, as well as contractual restrictions, to safeguard our intellectual property. We do not have any patents or pending patent applications. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy our digital content, aspects of our solutions for members and service providers, our technology, software, branding and functionality, or obtain and use information that we consider proprietary. Moreover, policing our proprietary rights is difficult and may not always be effective. As we expand internationally, we may need to enforce our rights under the laws of countries that do not protect proprietary rights to as great an extent as do the laws of the United States.

Our digital content is not protected by any registered copyrights or other registered intellectual property. Rather, our digital content is protected by statutory and common law rights, user agreements that limit access to and use of our data and by technological measures. Compliance with use restrictions is difficult to monitor, and our proprietary rights in our digital content databases may be more difficult to enforce than other forms of intellectual property rights.

As of September 30, 2011, we have registered 22 trademarks in the United States, including “Angie’s List,” and two pending trademark applications in Canada. Some of our trade names may not be eligible to receive trademark protection. Trademark protection may also not be available, or sought by us, in every country in which our service may become available online. Competitors may adopt service names similar to ours, or purchase our trademarks and confusingly similar terms as keywords in Internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly confusing consumers and local service providers. Moreover, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate marks similar to our trademarks. In addition, in the past, some local service providers have used our trademarks inappropriately or without our permission, including our “Super Service Award,” which is available only to local service providers that have maintained superior service

 

23


Table of Contents

ratings. We have taken in the past and may in the future take action, including initiating litigation, to protect our intellectual property rights and the integrity of our brand, but these efforts may prove costly, ineffective or both.

We currently hold the “Angie’s List” Internet domain name and various other related domain names. Domain names generally are regulated by Internet regulatory bodies. If we lose the ability to use a domain name in the United States or any other country, we would be forced to incur significant additional expense to market our solutions, including the development of a new brand and the creation of new promotional materials, which could substantially harm our business and operating results. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the “Angie’s List” name in all of the countries in which we currently intend to conduct business.

In order to protect our trade secrets and other confidential information, we rely in part on confidentiality agreements with our personnel, consultants and third parties with whom we have relationships. These agreements may not effectively prevent disclosure of trade secrets and other confidential information, and may not provide an adequate remedy in the event of misappropriation of trade secrets or any unauthorized disclosure of trade secrets and other confidential information. In addition, others may independently discover trade secrets and confidential information, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions, and failure to obtain or maintain trade secret protection, or our competitors being able to obtain our trade secrets or to independently develop technology similar to ours or competing technologies, could adversely affect our competitive business position.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, to protect our domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective, could result in substantial costs and diversion of resources and could substantially harm our operating results.

Assertions by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

Internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Some Internet, technology and media companies, including some of our competitors, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims against us. Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows. We cannot assure you that we are not infringing or violating any third-party intellectual property rights.

We cannot predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business and operating results. If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s patent or copyright rights; cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content or materials; and to indemnify our partners and other third parties. Royalty

 

24


Table of Contents

or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. Any of these events could seriously harm our business, operating results and financial condition. In addition, any lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel.

Some of our services and technologies may use “open source” software, which may restrict how we use or distribute our services or require that we release the source code of certain services subject to those licenses.

Some of our services and technologies may incorporate software licensed under so-called “open source” licenses, including, but not limited to, the GNU General Public License and the GNU Lesser General Public License. Such open source licenses typically require that source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. These open source licenses typically mandate that proprietary software, when combined in specific ways with open source software, becomes subject to the open source license. If we combine our proprietary software with open source software, we could be required to release the source code of our proprietary software.

We take steps to ensure that our proprietary software is not combined with, nor incorporates, open source software in ways that would require our proprietary software to be subject to an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. Additionally, we rely on multiple software programmers to design our proprietary technologies, and although we take steps to prevent our programmers from including open source software in the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers, and we cannot be certain that our programmers have not incorporated open source software into our proprietary products and technologies or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects.

We rely on third parties to provide software and related services necessary for the operation of our business.

We incorporate and include third-party software into and with our product and service offerings and expect to continue to do so. The operation of our product and service offerings could be impaired if errors occur in the third-party software that we use. It may be more difficult for us to correct any defects in third-party software because the development and maintenance of the software is not within our control. Accordingly, our business could be adversely affected in the event of any errors in this software. We cannot assure you that any third-party licensors will continue to make their software available to us on acceptable terms, or at all, or to invest the appropriate levels of resources in their software to maintain and enhance its capabilities or to remain in business. Any impairment in our relationships with these third-party licensors could have an adverse effect on our business, results of operations, cash flow and financial condition. These third-party in-licenses may expose us to increased risk, including risks associated with the assimilation of new technology sufficient to offset associated acquisition and maintenance costs. The inability to obtain any of these licenses could result in delays in solution development until equivalent technology can be identified and integrated. Any such delays in services could cause our business, operating results and financial condition to suffer.

 

25


Table of Contents

Covenants in our debt agreements may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely affected.

Our debt agreements contain various restrictive covenants, including restrictions on our ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to our stockholders or enter into certain types of related party transactions. We are also required to maintain certain financial covenants. On March 14, 2011, we obtained a waiver of events of default under our prior secured term loan facility and our prior senior subordinated note related to our noncompliance with certain financial covenants as of December 31, 2010. We also entered into an amendment to the note purchase agreement related to the prior senior subordinated note providing for an adjustment to the financial covenants therein. In addition, in June 2011 we obtained waivers under our prior secured term loan facility and our prior senior subordinated note relating to the untimely delivery of our financial statements. On August 31, 2011, we entered into a new loan and security agreement and paid off our prior debt agreement in full. Our new loan and security agreement contains restrictive covenants similar to those of our prior agreements.

Our ability to meet these restrictive covenants can be affected by events beyond our control, and we may be unable to do so. In addition, our failure to maintain effective internal controls to measure compliance with our financial covenants could affect our ability to take corrective actions on a timely basis and could result in our being in breach of these covenants. Our loan and security agreement provides that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding under one or more of our debt agreements to be immediately due and payable. If we are unable to repay those amounts, our financial condition could be adversely affected.

Because we generate substantially all of our revenue in the United States, a decline in aggregate demand for local services in the United States could cause our revenue to decline.

Substantially all of our revenue is from members and participating service providers in the United States. Consequently, a decline in consumer demand for local services, particularly in the home improvement and health and wellness segments, or for consumer ratings and reviews could have a disproportionately greater impact on our revenue than if our geographic mix of revenue was less concentrated. In addition, because expenditures by service providers generally tend to reflect overall economic conditions, to the extent that economic growth in the United States remains slow, reductions in advertising by local service providers could have a serious impact on our service provider revenue and negatively impact our business.

If use of the Internet does not continue to increase, our growth prospects will be harmed.

Our future success is substantially dependent upon the continued use of the Internet as an effective medium of business and communication by consumers. Internet use may not continue to develop at historical rates, and consumers may not continue to use the Internet to research and hire local service providers. In addition, the Internet may not be accepted as a viable resource for a number of reasons, including:

 

   

actual or perceived lack of security of information or privacy protection;

 

   

possible disruptions, computer viruses or other damage to Internet servers or to users’ computers; and

 

   

excessive governmental regulation.

Our success will depend, in large part, upon third parties maintaining the Internet infrastructure to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable Internet access and services. Our growth prospects are also significantly dependent upon the availability and adoption of broadband Internet access and other high-speed Internet connectivity technologies.

 

26


Table of Contents

We face many risks associated with our long-term plan to expand our operations outside of the United States.

Expanding our operations into international markets is an element of our long-term strategy. However, offering our products and services outside of the United States involves numerous risks and challenges. Most importantly, acquiring paid memberships in foreign countries and convincing foreign service providers to advertise with us would require substantial investment by us in local advertising and marketing, and there can be no assurance that we would succeed or achieve any return on this investment. In addition, international expansion would expose us to other risks such as:

 

   

the need to modify our technology and sell our products and services in non-English speaking countries;

 

   

the need to localize our products and services to the preferences and customs of foreign consumers and local service providers;

 

   

difficulties in managing operations due to language barriers, distance, staffing, cultural differences and business infrastructure constraints;

 

   

our lack of experience in marketing, and encouraging viral marketing, in foreign countries;

 

   

application of foreign laws and regulations to us, including more stringent consumer and data protection laws;

 

   

fluctuations in currency exchange rates;

 

   

risk of member or local service provider fraud;

 

   

reduced or ineffective protection of our intellectual property rights in some countries; and

 

   

potential adverse tax consequences associated with foreign operations and revenue.

As a result of these obstacles, we may find it impossible or prohibitively expensive to enter foreign markets, or entry into foreign markets could be delayed, which could harm our business, operating results and financial condition.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

Our success will depend, in part, on our ability to expand our product and service offerings and grow our business in response to changing technologies, member and service provider demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses or technologies rather than through internal development. We have limited experience acquiring other businesses and technologies. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. Furthermore, even if we successfully acquire additional businesses or technologies, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business or technology. In addition, we may unknowingly inherit liabilities from future acquisitions that arise after the acquisition and are not adequately covered by indemnities. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. If an acquired business or technology fails to meet our expectations, our operating results, business and financial condition may suffer.

 

27


Table of Contents

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

At December 31, 2010, we had federal and state net operating loss carryforwards of approximately $35.0 million. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” generally occurs if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We may have experienced an ownership change in the past and may experience ownership changes in the future as a result of this issuance or future transactions in our stock, some of which may be outside our control. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset United States federal and state taxable income and taxes may be subject to limitations.

Our business is subject to the risks of tornadoes, floods, fires and other natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism.

Our systems and operations are vulnerable to damage or interruption from tornadoes, floods, fires, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins or similar events. For example, a significant natural disaster, such as a tornado, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for such losses that may occur. In addition, acts of terrorism could cause disruptions in our business or the economy as a whole. Our servers may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential customer data. We currently have limited disaster recovery capability, and our business interruption insurance may be insufficient to compensate us for losses that may occur. As we rely heavily on our servers, computer and communications systems and the Internet to conduct our business and provide high quality service to our members and service providers, such disruptions could negatively impact our ability to run our business, which could have an adverse effect on our operating results and financial condition.

Risks Related to this Offering and Owning Our Common Stock

An active, liquid and orderly market for our common stock may not develop or be sustained, and the trading price of our common stock is likely to be volatile.

Prior to this offering, there has been no public market for shares of our common stock. An active trading market for our common stock may not develop or be sustained, which could depress the market price of our common stock and could affect your ability to sell your shares. The initial public offering price will be determined through negotiations between us and the representative of the underwriters and may bear no relationship to the price at which our common stock will trade following the completion of this offering. The trading price of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

 

   

our operating performance and the operating performance of similar companies;

 

   

the overall performance of the equity markets;

 

   

the number of shares of our common stock publicly owned and available for trading;

 

   

threatened or actual litigation;

 

28


Table of Contents
   

changes in laws or regulations relating to our solutions;

 

   

any major change in our board of directors or management;

 

   

publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts;

 

   

large volumes of sales of shares of our common stock by existing stockholders; and

 

   

general political and economic conditions.

In addition, the stock market has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of listed companies. In addition, the recent distress in the financial markets has also resulted in extreme volatility in securities prices. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain.

After the completion of the offering, we will have 55,594,944 outstanding shares of common stock (56,913,955 shares of common stock if the underwriters exercise in full their option to purchase additional shares). The shares of our common stock that we are selling in this offering may be resold immediately in the public market. Subject to certain exceptions described under the caption “Underwriting,” we and all of our directors and officers and substantially all of our stockholders and option holders have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of the underwriters for a period of 180 days from the date of this prospectus. When the lock-up period expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to expiration of the lock-up period. See “Shares Eligible for Future Sale” elsewhere in this prospectus. Sales of a substantial number of such shares upon expiration (or the perception that such sales may occur), or early release, of the lock-up could cause our share price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

Investors purchasing common stock in this offering will experience immediate and substantial dilution.

The initial public offering price of our common stock is substantially higher than the net tangible book value per outstanding share of our common stock immediately after this offering. As a result, you will pay a price per share that substantially exceeds the amount by which the book value of our tangible assets exceeds liabilities. Purchasers of our common stock in this offering will incur immediate and substantial dilution of $12.43 per share in the net tangible book value of our common stock from the initial public offering price of $13.00 per share. This dilution is due in part to the fact that our existing investors paid substantially less than the initial public offering price when they purchased their shares of common stock. To the extent outstanding stock options and warrants are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their overallotment option to purchase additional shares from us, investors in this offering will experience additional dilution. See the section captioned “Dilution” for additional information.

 

29


Table of Contents

We have incurred and will continue to incur increased costs as a result of becoming a reporting company.

We have faced and will continue to face increased legal, accounting, administrative and other costs as a result of becoming a reporting company that we did not incur as a private company. In addition to Section 404 discussed above, rules implemented by the SEC and the Public Company Accounting Oversight Board have required changes in the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make legal, accounting and administrative activities more time-consuming and costly. For example, prior to consummation of this offering we will add independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect to incur substantially higher costs to obtain directors’ and officers’ insurance. In addition, as we gain experience with the costs associated with being a reporting company, we may identify and incur additional overhead costs.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the price and trading volume of our stock likely would be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrades our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management generally will have broad discretion to use the net proceeds to us from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds from this offering in ways that increase the value of your investment. We expect that we will use the net proceeds of this offering to fund increased advertising to achieve membership growth, development of our products and services and for general corporate purposes, including working capital, selling and marketing activities, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds for the acquisition of businesses and assets that we believe are complementary to our own; however, we do not have any agreements or commitments for any specific acquisitions at this time. We have not otherwise allocated the net proceeds from this offering for any specific purposes. Until we use the net proceeds to us from this offering, we plan to invest them, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Because some existing stockholders will together beneficially own approximately 66.5% of our outstanding stock after this offering, the voting power of other stockholders, including purchasers in this offering, will be effectively limited.

After this offering, our officers, directors, greater than 5% stockholders and their affiliates will beneficially own or control, directly or indirectly, 37,048,186 shares of common stock, which in the aggregate will represent approximately 66.5% of the outstanding shares of common stock, assuming no exercise of the underwriters’ overallotment option. As a result, if some of these persons or entities act together, they will have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of directors. This may delay or prevent an acquisition or cause the market price of our stock to decline. Some of these persons or entities may have interests different from yours. For example, because many of these

 

30


Table of Contents

stockholders purchased their shares at prices substantially below the price at which shares are being sold in this offering and have held their shares for a relatively longer period, they may be more interested in selling the company to an acquiror than other investors or may want us to pursue strategies that are different from the wishes of other investors.

Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws, which will be filed immediately prior to the effectiveness of the offering, contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:

 

   

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 acquiror;

 

   

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 our Board of Directors, the Chairman of our Board of Directors, our Chief Executive Officer, our President or our 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 amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to amend our amended and restated certificate of incorporation or amended and restated bylaws to facilitate a hostile acquisition;

 

   

the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquiror to amend our amended and restated 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 acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

 

31


Table of Contents

We are also subject to certain anti-takeover provisions under the General Corporation Law of the State of Delaware, or the DGCL. Under Section 203 of the DGCL, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or (i) our board of directors approves the transaction prior to the stockholder acquiring the 15% ownership position, (ii) upon consummation of the transaction that resulted in the stockholder acquiring the 15% ownership position, the stockholder owns at least 85% of the outstanding voting stock (excluding shares owned by directors or officers and shares owned by certain employee stock plans) or (iii) the transaction is approved by the board of directors and by the stockholders at an annual or special meeting by a vote of 66 2/3% of the outstanding voting stock (excluding shares held or controlled by the interested stockholder). These provisions in our amended and restated certificate of incorporation and amended and restated bylaws and under Delaware law could discourage potential takeover attempts.

We do not intend to pay dividends for the foreseeable future.

We never have declared or paid any cash dividends on our capital stock and do not intend to pay any cash dividends in the foreseeable future. In addition, our debt agreements restrict our ability to make distributions to our stockholders. We anticipate that we will retain any future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their shares of common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

 

32


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future net sales, projected expenses, prospects and plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by the forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about:

 

   

our financial performance, including our revenue, operating expenses and ability to achieve or sustain profitability;

 

   

our ability to accurately measure and predict revenue per paid membership, membership acquisition costs or costs associated with servicing our members;

 

   

our ability to protect our brand and maintain our reputation among consumers and local service providers;

 

   

our efforts to increase the number of our paid memberships, retain existing paid memberships and maintain high member engagement;

 

   

our ability to convince local service providers to advertise on our service;

 

   

our ability to increase our pricing on memberships and service provider contracts as we increase our market penetration;

 

   

our ability to compete for members and advertising spending with existing and future competitors;

 

   

our ability to replicate our business model in our less penetrated markets;

 

   

our capacity to effectively develop and sell additional products, services and features;

 

   

our success in converting consumers and local service providers into paid memberships and participating service providers;

 

   

our ability to maintain the integrity of our member-generated content;

 

   

our ability to retain and hire necessary personnel;

 

   

our long-term international expansion plans;

 

   

our ability to stay abreast of modified or new laws and regulations applying to our business, including those regarding sales or transaction taxes and privacy regulation;

 

   

our ability to adequately protect our intellectual property; and

 

   

economic conditions in the United States and their impact on consumer and advertising spending.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to

 

33


Table of Contents

identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations, except as required by law.

Some of the industry and market data contained in this prospectus are based on data collected by third parties, including The Nielsen Company (“Nielsen”), LogicLab LLC and ESRI Business Information Solutions (“ESRI”), or other publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, neither we nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications. We qualify all of our forward-looking statements by these cautionary statements.

 

34


Table of Contents

USE OF PROCEEDS

The net proceeds to us from the sale of the shares of common stock offered by us will be approximately $72.2 million, or approximately $88.2 million if the underwriters’ overallotment option is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

The principal purposes of this offering are to create a public market for our common stock, obtain additional capital, facilitate our future access to the public equity markets, increase awareness of our company among potential customers and improve our competitive position. We anticipate that we will use the net proceeds of this offering to fund our advertising strategy to drive membership growth and for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire, invest in or obtain rights to complementary technologies, products, services or businesses. There are no such transactions under consideration at this time. Our management will have broad discretion over the use of the net proceeds in this offering. Pending these uses, we intend to invest the net proceeds of this offering in short-term, interest-bearing investment-grade securities or guaranteed obligations of the United States.

DIVIDEND POLICY

We never have declared or paid any cash dividends on our capital stock. Currently, we anticipate that we will retain all available funds for use in the operation and expansion of our business and do not anticipate paying any cash dividends after the offering and for the foreseeable future. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our future earnings, capital requirements, financial condition, prospects, applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits, and other factors that our board of directors deems relevant. In addition, our loan and security agreement restricts our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

35


Table of Contents

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2011:

 

   

on an actual basis; and

 

   

on a pro forma, as adjusted basis, giving effect to (i) the automatic conversion of all outstanding preferred stock into an aggregate of 22,967,488 shares of common stock and the vesting of restricted stock upon completion of this offering and (ii) our receipt of the net proceeds from the sale by us in this offering of 6,250,000 shares of common stock at the initial public offering price of $13.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

 

     September 30, 2011  
     Actual     Pro Forma As
Adjusted
 
     (in thousands, except share data)  

Cash

   $ 10,547      $ 82,766   
  

 

 

   

 

 

 

Current and long-term debt

     14,807        14,807   

Stockholders’ (deficit) equity:

    

Convertible preferred stock, $0.001 par value per share; 3,118,831 shares authorized, 3,075,072 shares issued, 2,870,936 shares outstanding, actual; no shares authorized, issued or outstanding, pro forma as adjusted

     3        —     

Preferred stock, $0.001 par value per share: no shares authorized, issued and outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted

     —          —     

Common stock, $0.001 par value per share, 60,728,000 shares authorized, 33,303,080 shares issued, 26,140,680 shares outstanding, actual; 300,000,000 shares authorized, 64,153,656 shares issued, 55,594,944 shares outstanding, pro forma as adjusted

     33        64   

Additional paid-in capital

     145,416        218,752   

Treasury stock, at cost: 6,925,624 shares of common stock and 204,136 shares of preferred stock, actual; 8,558,712 shares of common stock, pro forma as adjusted

     (23,719     (23,719

Accumulated deficit

     (160,588     (161,734
  

 

 

   

 

 

 

Total stockholders’ (deficit) equity

     (38,855     33,364   
  

 

 

   

 

 

 

Total capitalization

   $ (24,048   $ 48,171   
  

 

 

   

 

 

 

 

36


Table of Contents

The number of shares of common stock to be outstanding after this offering is based on 49,344,944 shares outstanding as of September 30, 2011 and excludes:

 

   

2,321,784 shares of common stock issuable upon the exercise of outstanding options to purchase our common stock at a weighted average exercise price of $8.41 per share;

 

   

360,544 shares of common stock issuable upon exercise of warrants at a weighted average exercise price of $8.45 per share; and

 

   

1,616,384 shares of common stock reserved for future issuance under our existing Amended and Restated Omnibus Incentive Plan, plus annual increases thereunder, as described in the section captioned “Executive Compensation—Employee Benefit Plan—Amended and Restated Omnibus Incentive Plan.”

 

37


Table of Contents

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the completion of this offering.

Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to the existing stockholders for our currently outstanding common stock. At September 30, 2011, after giving effect to the automatic conversion of our preferred stock in connection with this offering, the pro forma historical net tangible book value of our common stock was $(40.7) million, or $(0.82) per share. Historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the aggregate number of shares of our outstanding common stock.

After giving effect to the sale of 6,250,000 shares of common stock in this offering at the initial public offering price of $13.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds we will receive from this offering in the manner described in “Use of Proceeds,” our pro forma as adjusted net tangible book value as of September 30, 2011 would have been $31.5 million, or $0.57 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $1.39 per share to existing stockholders and an immediate dilution of $12.43 per share to new investors purchasing shares in the offering.

The following table illustrates this dilution on a per share basis to new investors:

 

Initial public offering price per share

     $ 13.00   
    

 

 

 

Pro forma net tangible book value per share as of September 30, 2011

   $ (0.82  

Increase per share attributable to this offering

     1.39     
  

 

 

   

Pro forma as adjusted net tangible book value per share after this offering

       0.57   
    

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to new investors

     $ 12.43   
    

 

 

 

Dilution is determined by subtracting pro forma net tangible book value per share after the offering from the initial public offering price per share.

The following table summarizes, as of September 30, 2011, the number of shares of common stock purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors, at the initial public offering price of $13.00 per share, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

     Total Shares     Total Consideration     Average Price
Per Share
 
      Number      Percent     Amount      Percent    

Existing stockholders

     49,344,944         89   $ 136,300,000         63   $ 2.76   

New investors

     6,250,000         11        81,250,000         37        13.00   
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     55,594,944         100   $ 217,550,000         100  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

38


Table of Contents

If the underwriters’ overallotment option is exercised in full, the number of shares held by the new investors will be increased to 10,112,419, or approximately 18% of the total number of shares of our common stock outstanding after this offering.

Sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to 46,801,536 or approximately 84% of the total shares of our common stock outstanding after this offering, or approximately 82% of the total shares of our common stock outstanding after this offering if the underwriters’ overallotment option is exercised in full.

The foregoing discussion and tables are based on 49,344,944 shares of common stock issued and outstanding as of September 30, 2011, and exclude:

 

   

2,321,784 shares of common stock issuable upon the exercise of outstanding options to purchase our common stock at a weighted average exercise price of $8.41 per share;

 

   

360,544 shares of common stock issuable upon exercise of warrants at a weighted average exercise price of $8.45 per share; and

 

   

1,616,384 shares of common stock reserved for future issuance under our existing Amended and Restated Omnibus Incentive Plan, plus annual increases thereunder, as described in the section captioned “Executive Compensation—Employee Benefit Plan—Amended and Restated Omnibus Incentive Plan.”

To the extent that any outstanding options are exercised, new investors will experience further dilution.

 

39


Table of Contents

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data regarding our business should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. We derived the consolidated statement of operations data for 2008, 2009 and 2010, as well as the consolidated balance sheet data at December 31, 2009 and 2010 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the unaudited consolidated statement of operations data for 2006 and 2007 as well as the unaudited consolidated balance sheet data at December 31, 2006, 2007 and 2008 from our unaudited consolidated financial statements not included in this prospectus. We derived the unaudited consolidated statement of operations data for the nine months ended September 30, 2010 and 2011 as well as the unaudited consolidated balance sheet data at September 30, 2011 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of results to be expected in any future period, and results for the nine months ended September 30, 2011 are not necessarily indicative of results to be expected for the full year.

 

    Years Ended December 31,     Nine Months Ended
September 30,
 
    2006     2007     2008     2009     2010     2010     2011  
    (unaudited)                       (unaudited)  
    (in thousands, except share and per share data)  

Revenue

             

Membership

  $ 6,435      $ 10,800      $ 15,935      $ 20,434      $ 25,149      $ 18,425      $ 24,082   

Service provider

    6,783        12,299        17,929        25,166        33,890        24,505        38,512   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    13,218        23,099        33,864        45,600        59,039        42,930        62,594   

Operating expenses

             

Operations and support

    6,329        8,931        12,164        11,654        12,464        9,271        12,294   

Selling

    4,385        8,553        10,098        12,671        16,892        12,131        22,392   

Marketing

    6,760        8,841        14,941        16,114        30,237        25,132        47,991   

Technology(1)

    1,481        2,377        4,610        5,062        6,270        4,197        6,003   

General and administrative(1)

    3,378        7,141        8,773        8,699        16,302        8,096        12,730   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (9,115     (12,744     (16,722     (8,600     (23,126     (15,897     (38,816

Interest expense

    2,090        2,949        3,126        3,381        3,966        2,967        2,519   

Loss on debt extinguishment

    —          —          469        —          —            1,830   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (11,205     (15,693     (20,317     (11,981     (27,092     (18,864     (43,165

Income tax expense

    —          —          —          —          154        146        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (11,205   $ (15,693   $ (20,317   $ (11,981   $ (27,246   $ (19,010   $ (43,165
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share—basic and diluted

      $ (0.75   $ (0.45   $ (0.99)      $ (0.69)      $ (1.59)   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding—basic and diluted(2)

        26,935,785        26,666,918        27,603,927        27,519,204        27,125,493   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per common share—basic and diluted (unaudited)

          $ (0.64)        $ (0.89)   
         

 

 

     

 

 

 

Pro forma weighted average number of common shares outstanding—basic and diluted (unaudited)

            42,754,519          48,487,035   
         

 

 

     

 

 

 

 

(1)    Includes non-cash stock-based compensation as follows:

       

     

Technology

  $      $      $ —        $ —        $ 496      $ —        $ 362   

General and administrative

           55        77        76        6,203        942        1,482   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         $ 55      $ 77      $ 76      $ 6,699      $ 942      $ 1,844   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(2) The weighted average number of common shares for all periods prior to April 30, 2010 is based on member units assuming conversion to common stock at the applicable rates effective upon reorganization as a corporation on April 30, 2010.

 

40


Table of Contents
    Years Ended December 31,     Nine Months Ended
September 30,
 
    2006     2007     2008     2009     2010     2010     2011  

Other Data (unaudited):

             

Total paid memberships
(end of period)
(1)

    152,110        234,879        333,489        411,727        602,882        558,713        988,224 (2) 

Gross paid memberships added
(in period)
(3)

    86,391        134,586        193,011        219,140        355,580        270,588        557,061   

Marketing cost per paid membership acquisition (in period)(4)

  $ 78      $ 66      $ 77      $ 74      $ 85      $ 93      $ 86   

First-year membership renewal rate (in period)(5)

    67     65     62     67     70     70     76

Average membership renewal rate (in period)(5)

    74     73     70     73     75     74     79

Participating service providers
(end of period)
(6)

    3,889        6,437        7,960        10,415        15,060        13,359        21,927   

Total service provider contract value (end of period, in thousands)(7)

  $ 9,261      $ 15,268      $ 22,489      $ 30,849      $ 43,050      $ 37,402      $ 65,104   

 

(1) Reflects the number of paid memberships at the end of each period presented. Total paid memberships also includes a de minimis number of complimentary memberships in our paid markets for all periods presented. The number of memberships lost during the periods presented was 41,480, 51,817, 94,401, 140,902 and 164,425 for 2006, 2007, 2008, 2009 and 2010, respectively, and 123,602 and 171,719 for the nine months ended September 30, 2010 and 2011, respectively.

 

(2) In October 2011, we surpassed 1,000,000 paid memberships

 

(3) Reflects the total number of new paid memberships added in a reporting period.

 

(4) Reflects marketing expense divided by gross paid memberships added in a reporting period.

 

(5) First-year renewal rate reflects the percentage of paid memberships expiring in the reporting period after the first year of membership that are renewed, and average membership renewal rate reflects the percentage of all paid memberships expiring in the reporting period that are renewed. Renewal rates exclude monthly memberships.

 

(6) Reflects the total number of service providers under contract for advertising at the end of the period.

 

(7) Reflects the total contract value of active service provider contracts at the end of the period. Contract value is the total payment obligation, including amounts already recognized in revenue, of a service provider to us over the stated term of the contract.

 

    As of December 31,     As of September 30,  
    2006     2007     2008     2009     2010     2011  
    (unaudited)                

(unaudited)

 
    (in thousands)  

Balance Sheet Data:

           

Cash

  $ 157      $ —        $ 7,786      $ 2,016      $ 9,209      $ 10,547   

Working capital

    (11,111     (22,592     (3,924     (15,331     (18,378     (25,930

Total assets

    6,056        6,896        18,737        12,299        22,601        32,593   

Total deferred revenue

    6,153        10,100        14,380        18,024        23,261        34,161   

Long-term debt, including accrued interest

    9,219        6,316        22,987        22,503        16,463        14,807   

Convertible preferred stock

    —          —          —          —          2        3   

Common stock and additional paid-in capital

    —          —          —          —          85,486        145,449   

Stockholders’ deficit

    (16,584     (25,306     (24,677     (36,268     (33,757     (38,855

 

41


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the “Risk Factors” section.

Overview

We operate a consumer-driven solution for our members to research, hire, rate and review local professionals for critical needs, such as home, health care and automotive services. Our ratings and reviews, which are available only to our members, help our members to find the best provider for their local service needs. We have more than 1,000,000 paid memberships. We allow local service providers who are highly rated by our members to advertise discounts and other promotions to our members.

We generate revenue from both our members and our service providers. We derive membership revenue from subscription fees and, in certain cases, non-refundable initiation fees for monthly, annual and multi-year memberships. These fees typically are charged in advance and recognized ratably over the subscription period and the expected life of the membership, respectively. As of September 30, 2011, approximately 87% of our total membership base had purchased annual or multi-year memberships. These subscription fees represent a significant source of our working capital and have provided a relatively predictable revenue stream.

We derive service provider revenue principally from term-based sales of advertising to local service providers. Our members grade local service providers on an “A” to “F” scale, and we invite local service providers with an average grade of “B” or better and at least two reviews submitted in the last three years to advertise to our members through any or all of our website, email promotions, monthly magazine and call center. As of September 30, 2011, more than 210,000 of the 815,000 service providers reviewed on Angie’s List were eligible to advertise with us. Approximately 10% of these eligible service providers were participating as advertisers at September 30, 2011.

Service provider contracts in effect as of September 30, 2011 had an average term of 14.3 months, can be prepaid or invoiced monthly at the option of the service provider and carry an early termination penalty. We recognize service provider revenue ratably over the period in which an advertising campaign is run. Since 2008, service provider revenue has comprised a majority of our total revenue, and we expect service provider revenue to increase as a percentage of total revenue in the future. We are expanding our service provider sales force to continue to drive increased service provider revenue. Our high service provider renewal rates, both in number of service providers renewing and as a percentage of initial contract value renewed, have provided us with a relatively predictable revenue stream.

To establish a new market, we begin by offering free memberships and actively soliciting members’ reviews of local service providers. As the number of members and the number of reviews of service providers grow, we begin charging membership fees and offering advertising opportunities to eligible local service providers. Historically, we have begun to convert most markets to paid membership status within 24 months after launch. From January 1, 2008 through September 30, 2011, we grew our operations from 45 to 175 paid membership markets across the United States.

Increasing new paid memberships is our key growth strategy. Increased penetration in a market results in more member reviews of local service providers, which increases the value of our service to consumers and drives further membership growth in that market. Increased penetration in a market also drives increased

 

42


Table of Contents

advertising sales to service providers and supports higher advertising rates as the pool of members actively seeking to hire service providers grows. However, our ability to increase advertising rates tends to lag increased penetration of our markets due to our inability to increase rates under existing service provider contracts prior to renewal. Our primary strategy for new member acquisition is national offline and online advertising. In 2010 and the nine months ended September 30, 2011, our marketing expense was $30.2 million and $48.0 million, respectively. We expect marketing expense to increase in future periods as we accelerate our advertising spending to acquire new paid memberships.

As described further in “Market Cohort Analysis” below, we believe that our estimated penetration rate and average revenue per market will increase as markets mature, and over the long term we believe that these increased revenues will more than offset our operating expenses. In addition, our advertising spending, which is our single largest operating expense, is related to the acquisition of new members, rather than the maintenance of existing members. Because our advertising contracts typically are short-term, we can rapidly adjust marketing expense, and thus decrease total operating expenses to reduce cash used in operations or generate cash and profits from operations should we begin to experience adverse trends in marketing cost per paid membership acquisition or wish to optimize for profitability at the expense of rapid growth. We believe that our high membership renewal rates and “word of mouth” referrals from existing members, combined with effective purchasing of lower volumes of advertising, would enable us to maintain and potentially grow the size of our paid membership base at a lower level of overall advertising spending.

From our inception in 1995 through 2000, we operated primarily as a call center service in mid-sized markets such as Indianapolis, Charlotte, Cleveland and Tampa. In February 2001, we launched our website, www.AngiesList.com, in all 10 of our then-established markets, and almost immediately www.AngiesList.com became our primary service platform. In 2006, we set out to expand our operations to cover all major U.S. metropolitan markets and establish a national footprint, and today Angie’s List is operating in 175 paid membership markets across the country.

Market Cohort Analysis

To analyze our progress in executing our expansion plan, we compile certain financial and operating data regarding markets we have entered grouped by the years in which the markets transitioned to paid membership status. The table below summarizes this data for 2010 by the following cohorts. The pre-2003 cohort includes our ten most established markets, where we initially built out our business model. The markets in this cohort include several mid-sized urban markets in the midwest as well as Chicago and Boston. The 2003 through 2007 cohort includes the first major subset of markets, including many of our largest potential markets, that we targeted in our national expansion strategy. The markets in these cohorts have begun to achieve penetration rates that allow us to transition beyond introductory membership and advertising rates. The 2008-2010 cohort includes markets that have most recently converted to paid status and that still have predominantly introductory membership and advertising rates. The markets in this cohort generally are smaller markets that we entered to fill out our national presence.

 

Cohort

  # of
Markets
    Avg.
Revenue/
Market(1)
    Membership
Revenue/ Paid
Membership(2)
    Service
Provider
Revenue/ Paid
Membership(3)
    Avg.
Marketing
Expense/
Market(4)
    Total Paid
Memberships(5)
    Estimated
Penetration
Rate(6)
    Annual
Membership
Growth Rate(7)
 

Pre-2003

    10      $ 2,485,386      $ 60.16      $ 103.55      $ 496,819        168,947        4.1     25

2003-2007

    35        909,451        53.26       
62.91
  
    510,450        324,531        2.2     45

2008-2010

    103        21,588        17.46        9.82        71,874        109,404        1.8     104
 

 

 

           

 

 

     

Total

    148                602,882       

 

(1) Average revenue per market is calculated by dividing the revenue recognized for the markets in a given cohort by the number of markets in the cohort at year end.

 

(2) Membership revenue per paid membership is calculated as our membership revenue in the cohort divided by the average number of paid memberships in the cohort. We calculate this average per market to facilitate comparisons among cohorts, but it is not intended to represent typical characteristics of actual markets within the cohort.

 

43


Table of Contents
(3) Service provider revenue per paid membership is calculated as service provider revenue in the cohort divided by the average number of paid memberships in the cohort.

 

(4) Average marketing expense per market is calculated first by allocating marketing expense to each cohort based on the percentage of our total target demographic for all markets in such cohort, as determined by third-party data, and then dividing the allocated cohort marketing expense by the numbers of markets in the cohort at year end. We calculate this average per market to facilitate comparisons among cohorts, but it is not intended to represent typical characteristics of actual markets within the cohort. According to a March 2011 demographic study by LogicLab LLC that we commissioned, there were approximately 29 million households in the United States in our target demographic, which consists of homeowners aged 35 to 64 with an annual household income of at least $75,000. Approximately 25 million of these households were in our markets. The average number of households per market in our demographic target was 413,000, 424,000 and 60,000 for the pre-2003, 2003-2007 and 2008-2010 cohorts, respectively.

 

(5) Includes total paid memberships as of December 31, 2010. Total paid memberships in each cohort includes a de minimis number of complimentary memberships in our paid markets for the period presented. All revenue and paid memberships relating to locations that were not identified as part of a specific market are included in the 2008-2010 cohort.

 

(6) Estimated penetration rate is calculated by dividing the number of paid memberships in a given cohort as of December 31, 2010 by the number of households meeting our target demographic criteria in such cohort.

 

(7) Annual membership growth rate is the rate of increase in the total number of paid memberships in the cohort between December 31, 2009 and December 31, 2010.

Our average revenue per market, membership revenue per paid membership and service provider revenue per paid membership generally increase with the maturity and corresponding increased penetration of our markets. However, in recent periods we recorded declining total revenue per paid membership overall. This decline reflects a lag in our ability to leverage increased penetration in a market into increased advertising rates as our average advertising contract term in effect as of September 30, 2011 was 14.3 months and we are only able to increase rates for a given participating service provider upon contract renewal. In addition, the decline reflects rapid membership growth in less penetrated markets where the average membership and service provider revenue per paid member is lower than in more penetrated markets.

In 2010, we adopted a dynamic pricing model in 36 of our mature markets to offer members the opportunity to purchase only those segments of Angie’s List that are most relevant to them, such as the original Angie’s List, which covers 312 categories, including home, lawn, car and pets, Angie’s List Health & Wellness or Angie’s List Classic Cars. These segments continue to be offered in all other markets as a single bundle. We anticipate unbundling our offerings in more of our markets as market penetration increases and the number and categories of local service providers reviewed by members in such markets grow. We believe this pricing model will enable us to offer a better value proposition to our members and preserve cross-selling opportunities as members’ needs evolve. Although we expect that this strategy may result in lower average membership fees per paid membership overall, we believe the new members generated by this pricing model should ultimately produce increased service provider revenue per paid membership.

As a market matures, our penetration rate typically increases. Historically, while the absolute number of paid members may grow faster in large markets, our small and medium markets have often achieved greater penetration over a shorter time period than our larger markets. We believe that a principal reason for our lower penetration rates in large markets is the manner in which we market Angie’s List to our target demographic in such markets. We have chosen to spend 100% of our marketing dollars on national advertising. We believe that this advertising strategy provides us the most cost-efficient manner of acquiring new paid memberships. However, advertising nationally means we deliver the same volume of advertising regardless of the size of the market. Since each market differs in terms of the number of advertising outlets available, the impact of our spending on national advertising varies across markets. In our experience, smaller markets typically have fewer advertising outlets than larger markets. We believe the same volume of advertising in a smaller market is more effective in building brand awareness and generating new memberships than in larger markets. We expect to continue to see lower relative penetration rates in our larger markets for these reasons.

 

44


Table of Contents

Key Operating Metrics

In addition to the line items in our financial statements, we regularly review a number of other operating metrics related to our membership and service provider bases to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe information on these metrics is useful for investors and analysts to understand the underlying trends in our business. The following table summarizes our key operating metrics, which are unaudited, for the years ended December 31, 2008, 2009 and 2010 and the first nine months of 2010 and 2011:

 

    Years Ended December 31,     Nine Months Ended September 30,  
    2008     2009     2010             2010                     2011          

Total paid memberships (end of period)

    333,489        411,727        602,882        558,713        988,224   

Gross paid memberships added (in period)

    193,011        219,140        355,580        270,588        557,061   

Marketing cost per paid membership acquisition (in period)

  $ 77      $ 74      $ 85      $ 93      $ 86   

First-year membership renewal rate (in period)

    62     67     70     70     76

Average membership renewal rate (in period)

    70     73     75     74     79

Participating service providers (end of period)

    7,960        10,415        15,060        13,359        21,927   

Total service provider contract value (end of period, in thousands)

  $ 22,489      $ 30,849      $ 43,050      $ 37,402      $ 65,104   

Total paid memberships. Total paid memberships reflects the number of paid memberships at the end of each period presented. Total paid memberships also includes a de minimis number of complimentary memberships in our paid markets for all periods presented. Our number of total paid memberships increased 77% for the first nine months of 2011 over the first nine months of 2010, 46% for 2010 over 2009 and 23% for 2009 over 2008. We generally expect that there will be one membership per household and, as such, each membership may actually represent multiple individual consumers. In October 2011, we surpassed 1,000,000 paid memberships.

Gross paid memberships added. Gross paid memberships added reflects the total number of new paid memberships added in a reporting period. Gross paid memberships added increased substantially in each period presented, which we believe has been driven by our increasing investment in national advertising spend and, to a lesser extent, by “word of mouth” referrals from our existing members.

Marketing cost per paid membership acquisition. We calculate marketing cost per paid membership acquisition in a reporting period as marketing expense divided by gross paid memberships added in that period. Because we advertise in national media, some of our marketing expense also increases the number of unpaid memberships. On a comparative basis, marketing cost per paid membership acquisition can reflect our success in generating “word of mouth” referrals and experimentation and adjustments to our marketing expense to focus on more effective advertising outlets for membership acquisition. We typically have higher marketing expense in the second and third quarters of the year in order to attract consumers during the periods when we have found they are most actively seeking Angie’s List services. Our marketing expense is normally reduced in the fourth quarter, reflecting reduced consumer activity in the service sector and higher advertising rates generally due to holiday promotional activity.

Membership renewal rates. First-year membership renewal rate reflects the percentage of paid memberships expiring in the reporting period after the first year of membership that are renewed. Average membership renewal rate reflects the percentage of all paid memberships expiring in the reporting period that are renewed. Renewal rates do not include monthly memberships, which comprised 13% of our total membership base as of September 30, 2011. Given the correlation between increased penetration and higher total revenue per paid membership, we view first-year membership renewal rate and average membership renewal rate as key indicators of expected operating results in future periods.

 

45


Table of Contents

Participating service providers. We include in participating service providers the total number of service providers under contract for advertising at the end of the period. Our number of participating service providers increased 64% for the first nine months of 2011 over the first nine months of 2010, 45% for 2010 over 2009 and 31% for 2009 over 2008.

Total service provider contract value. We calculate service provider contract value as 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.

In addition, we have recently begun tracking contract value backlog as a key metric. Contract value backlog consists of the portion of service provider contract value at the stated date which has not yet been recognized as revenue. At September 30, 2011, our contract value backlog was $40.6 million.

Basis of Presentation and Recent Trends

Revenue

Membership revenue. Our members sign up for monthly, annual or multi-year subscriptions to our service. Membership revenue includes subscription fees and, in certain cases, non-refundable initiation fees charged to new members. We charge the full price of membership at the commencement of the subscription period and at each renewal date (whether monthly, annual or multi-year), unless the member chooses not to renew the membership before the renewal date. Our members prepay their membership fees at the commencement of the subscription period. We record prepaid membership fees as deferred revenue and recognize the fees as revenue over the subscription period. We charge a non-refundable initiation fee in connection with monthly memberships and the lowest cost annual memberships in less penetrated markets. We recognize revenue from non-refundable initiation fees over the expected life of the membership, which we estimate to be 13 months for monthly memberships and 60 months for annual and multi-year memberships, based on our historical experience.

Service provider revenue. Local service providers generally pay for advertisements in advance on a monthly or annual basis. The average term of our service provider contracts was 13.6 months as of December 31, 2008, 13.9 months as of December 31, 2009, 14.0 months as of December 31, 2010 and 14.3 months as of September 30, 2011. We believe that the average term of service provider contracts has grown principally due to incentives established by our commission structure. In 2008, 2009, 2010 and the first quarter of 2011, we compensated our service provider sales force based on the total value of service provider contracts over their terms. In the second quarter of 2011, we redesigned our commission structure to emphasize twelve month contracts and decrease compensation tied to service provider contract value that was realized over more than twelve months. We believe that, over time, the average term of our service provider contracts will decrease as a result. While longer term service provider contracts provide a predictable stream of revenue, by shortening the average term of our service provider contracts we are able to more frequently adjust advertising rates as our penetration of a given market increases.

We recognize revenue from the sale of website and call center advertising ratably over the time period in which the advertisements run. We recognize revenue from the sale of advertising placement in Angie’s List Magazine in the month the advertisement is published and distributed. As our penetration of a given market increases, we are typically able to charge higher rates for advertising because service providers are able to reach a larger base of potential customers. However, because we only increase advertising rates at the time of contract renewal, increases in service provider revenue in a given market may trail increases in market penetration.

Operating expenses

Operations and support. Operations and support expense consists primarily of costs associated with publishing Angie’s List Magazine, operating our call center and providing support to our members and service

 

46


Table of Contents

providers, including wages and other employee benefits, credit card processing fees for member enrollment and other transactions on our website, report transcription and data entry, and amortization of the cost of acquired data. Operations and support expense does not include the cost of maintaining our website, which is included in technology expense. As a result of the recent growth of our membership, we expanded our call center staff to maintain high levels of customer service and encourage high renewal rates. Between January 1, 2011 and September 30, 2011, we increased headcount in our call center by 41, to 88 personnel. We are also increasing our use of third-party marketing research firms to enable our members to submit reviews by telephone to enrich the content available to our members and expand the number of service providers eligible to advertise with us. We expect our operations and support expense to increase in absolute dollars in the future as we continue to grow our membership and scale our operations.

Selling. Selling expense consists primarily of commissions, wages and other employee benefits for personnel focused on selling advertising to eligible service providers. We pay substantially higher commissions to our service provider sales force for contracts with first-time participating service providers than we pay for renewals of advertising contracts, with effective commission rates of approximately 60% for new service provider contracts compared to 10% for renewals. Selling expense also includes the cost of service provider marketing efforts, facilities related to sales personnel, supplies and sales force training, as well as personnel-related costs for account management personnel. Because selling expense primarily consists of commissions, we generally expect it to fluctuate with service provider revenue over time.

Commission expense is paid in the month after the commission is earned but is deferred for financial reporting and recognized as the related revenue is recognized. Sales personnel are paid a minimum draw, and to the extent the draw exceeds commissions earned, we expense the excess draw as salary in the period the draw is paid. Because new sales personnel require time to attain full productivity, most of our draws expensed as salary are for newly hired sales personnel. As a result, in periods of rapid expansion of our sales force such as the nine months ending September 30, 2011, our selling expense as a percentage of revenue may increase. As of September 30, 2011, 134 of our service provider sales personnel out of 289 had been hired within the past six months.

Marketing. Marketing expense consists of national television, radio and print, as well as online advertising for the purpose of acquiring new paid memberships. Because the vast majority of our advertising spending is related to our growth strategy and our advertising contracts typically are short-term, we can rapidly adjust marketing expense. For example, in 2009, we reduced the rate of growth in our advertising spending in view of economic conditions in the United States. We intend to continue to invest substantial amounts in acquiring new paid memberships. Such increased marketing expense will consume a material part of our cash flow, and is expected to result in additional losses and negative cash flow.

Technology. Technology expense consists primarily of personnel-related costs, including wages, employee benefits and expenditures for professional services and facilities, all of which are related to maintenance of our website and product development. Technology expense also includes stock-based compensation expense relating to our technology personnel. Our technology expense has increased during the periods presented primarily as a result of the addition of technology personnel and enhancement of our technology platform. We expect technology expense to continue to increase in absolute dollars in future periods to support the growth in our members, service providers and personnel.

General and administrative. General and administrative expense consists primarily of personnel-related costs, including wages, benefits and expenditures for executive, legal, finance, human resources and corporate communications personnel, as well as professional fees, facilities expense, insurance premiums, amortization of certain intangibles, depreciation of leasehold improvements and other corporate expenses. General and administrative expense also includes stock-based compensation expense relating to our general and administrative personnel. Our general and administrative expense has increased substantially since 2009, and we expect general and administrative expenses, with the exception of stock-based compensation, to continue to increase in absolute dollars in future periods as we support our growing organization and incur costs related to becoming and operating as a public company.

 

47


Table of Contents

Conversion to Corporation and Additional Stock-based Compensation

In April 2010, we converted from an Indiana limited liability company to a Delaware corporation. In connection with this conversion, unexercised options and unvested restricted membership units in the limited liability company held by certain of our personnel were cancelled. In the fourth quarter of 2010, we granted stock options and issued restricted stock in the Delaware corporation to certain of our personnel as a subsequent acknowledgement of interests in the limited liability company that had been cancelled in connection with the conversion. Principally as a result of these grants, we recorded an aggregate of $6.7 million in stock-based compensation expense in 2010, of which $6.2 million was recorded as general and administrative expense and $0.5 million was recorded as technology expense. We will continue to record expense related to these issuances as they vest through 2013, other than approximately $1.1 million in restricted stock vesting and expense which will accelerate upon an initial public offering.

 

48


Table of Contents

Results of Operations

The following tables set forth our results of operations for the periods presented in absolute dollars and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

     Years Ended
December 31,
    Nine Months Ended
September 30,
 
     2008     2009     2010     2010     2011  
                       (unaudited)  
     (in thousands)  

Revenue

          

Membership

   $ 15,935      $ 20,434      $ 25,149      $ 18,425      $ 24,082   

Service provider

     17,929        25,166        33,890        24,505        38,512   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     33,864        45,600        59,039        42,930        62,594   

Operating expenses

          

Operations and support

     12,164        11,654        12,464        9,271        12,294   

Selling

     10,098        12,671        16,892        12,131        22,392   

Marketing

     14,941        16,114        30,237        25,132        47,991   

Technology(1)

     4,610        5,062        6,270        4,197        6,003   

General and administrative(1)

     8,773        8,699        16,302        8,096        12,730   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (16,722     (8,600     (23,126     (15,897     (38,816

Interest expense

     3,126        3,381        3,966        2,967        2,519   

Loss on debt extinguishment

     469        —          —            1,830   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

   $ (20,317   $ (11,981   $ (27,092   $ (18,864   $ (43,165

Income tax expense

     —          —          154        146        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (20,317   $ (11,981   $ (27,246   $ (19,010   $ (43,165
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)    Includes non-cash stock-based compensation as follows:

 

 

Technology

   $ —        $ —        $ 496      $ —        $ 362   

General and administrative

     77        76        6,203        942        1,482   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 77      $ 76      $ 6,699      $ 942      $ 1,844   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Years Ended
December 31,
    Nine Months Ended
September 30,
 
     2008     2009     2010     2010     2011  
                       (unaudited)  
     (as a percentage of revenue)  

Revenue

          

Membership

     47     45     43     43     38

Service provider

     53        55        57        57        62   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     100        100        100        100        100   

Operating expenses

          

Operations and support

     36        26        21        22        20   

Selling

     30        28        29        28        36   

Marketing

     44        35        51        58        77   

Technology

     13        11        10        10        10   

General and administrative

     26        19        28        19        19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (49     (19     (39     (37     (62

Interest expense

     9        7        7        7        4   

Loss on debt extinguishment

     2        —          —          —          3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (60     (26     (46     (44     (69

Income tax expense

     —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (60 %)      (26 %)      (46 %)      (44 %)      (69 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

49


Table of Contents

Comparison of the nine months ended September 30, 2010 and 2011

Revenue

 

     Nine Months Ended
September 30,
 
     2010     2011     % Change  
    

(unaudited)

(dollars in thousands)

 

Revenue

      

Membership

   $ 18,425      $ 24,082        31

Service provider

     24,505        38,512        57
  

 

 

   

 

 

   

 

 

 

Total revenue

   $ 42,930      $ 62,594        46
  

 

 

   

 

 

   

 

 

 

Percentage of revenue by type

      

Membership

     43     38  

Service provider

     57     62  
  

 

 

   

 

 

   

Total revenue

     100     100  
  

 

 

   

 

 

   

Total paid memberships (end of period)

     558,713        988,224        77

Gross paid memberships added (in period)

     270,588        557,061        106

Participating service providers (end of period)

     13,359        21,927        64

Total revenue increased $19.7 million for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010.

Membership revenue increased $5.7 million primarily due to a 77% increase in the total number of paid memberships, partially offset by a 20% decrease in membership revenue per paid membership in the 2011 period. This decrease in membership revenue per paid membership resulted from growth in paid memberships in less penetrated markets where average membership fees per paid membership are lower. This decline also reflects the effect of allowing members in our more penetrated markets to purchase only those segments of Angie’s List that are most relevant to them. We offer only bundled memberships to members in less penetrated markets. The decrease in membership revenue per paid membership in the 2011 period is also the result of a shift to more annual memberships as a percentage of total paid memberships. Consumers pay more per month on a monthly membership than on an annual membership. Therefore, in periods in which our ratio of memberships shifts to more annual and multiyear memberships, our membership revenue per paid membership decreases.

Service provider revenue increased $14.0 million to 62% of revenue primarily as a result of a 64% increase in the number of local service providers participating in our advertising programs. A slight increase in the average service provider contract value also contributed to the increase in revenue. As our penetration of a given market increases, we are typically able to charge higher rates for advertising because service providers are able to reach a larger base of potential customers. However, because we only increase advertising rates at the time of contract renewal, increases in service provider revenue in a given market may trail increases in market penetration.

Operations and support

 

     Nine Months Ended September 30,     % Change  
     2010     2011    
    

(unaudited)

(dollars in thousands)

       

Operations and support

   $ 9,271      $ 12,294        33

Percentage of revenue

     22     20  

Operations and support expense increased $3.0 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. This increase was due in part to a $0.8 million increase

 

50


Table of Contents

in credit card processing fees for member enrollment and other transactions in connection with our membership growth. In addition, costs associated with the collection of member reviews of service providers increased by $0.8 million as we continue to increase the content on our website. As a result of the recent growth of our membership, we increased headcount in our call center between January 1, 2011 and September 30, 2011 from 47, to 88, increasing call center costs by $0.7 million as compared to the nine months ended September 30, 2010. Publication-related costs increased by $0.5 million due to a 54% increase in circulation of our monthly publication. We expect our operations and support expense to increase in absolute dollars in the future as we continue to grow our membership and scale our operations.

Operations and support expense as a percentage of revenue decreased slightly due to the significant increase in revenue.

Selling

 

     Nine Months Ended September 30,     % Change  
             2010                     2011            
     (unaudited)        
     (dollars in thousands)        

Selling

   $ 12,131      $ 22,392        85

Percentage of revenue

     28     36  

Selling expense increased $10.3 million, or 85%, for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The increase in selling expense was due in part to a 70% increase in new advertising contract origination value. We incur effective commission rates on new advertising contracts of approximately 60% compared to 10% for renewals. In addition, the number of our sales personnel for new advertising increased 126% to 289 from 128 from the prior year period. The increase in selling expense includes $0.8 million of draws in excess of commissions as our more recent sales hires for new advertising generally do not produce as much revenue as more experienced sales personnel. We also increased the number of our sales representatives responsible for contract renewals by 44% to 59 from 41 in the prior year period.

For the foregoing reasons, selling expense as a percentage of revenue increased for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. Because selling expense primarily consists of commissions, we generally expect it to fluctuate with service provider revenue over time. However, because new sales personnel require time to attain full productivity, the rapid expansion of our sales force in the nine months ending September 30, 2011 caused our selling expense as a percentage of revenue to increase.

Marketing

 

     Nine Months Ended September 30,     % Change  
             2010                     2011            
    

(unaudited)

(in thousands)

       

Marketing

   $ 25,132      $ 47,991        91

Percentage of revenue

     58     77  

Gross paid memberships added in the period

     270,588        557,061        106

Marketing cost per paid membership acquisition

   $ 93      $ 86     

Marketing expense increased $22.9 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, which was primarily due to an increase in national television spending from $17.2 million to $34.9 million for the nine months ended September 30, 2010 and 2011, respectively. We expect our marketing expense to continue to be primarily focused on national television spending. We attribute our decrease in cost per paid membership acquisition to improved effectiveness of purchasing of marketing, presentation of new marketing creative and additional “word of mouth” benefits as we increase penetration.

 

51


Table of Contents

Marketing expense as a percentage of revenue increased significantly due to our strategy of increasing investment in national advertising to drive membership growth. We intend to continue to invest substantial amounts in acquiring new paid memberships.

Technology

 

     Nine Months Ended September 30,     % Change  
             2010                     2011            
    

(unaudited)

(in thousands)

       

Technology

   $ 4,197      $ 6,003        43

Percentage of revenue

     10     10  

Non-cash stock-based compensation

   $ —        $ 362     

Technology expense increased $1.8 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The absolute dollar increase in technology expense was primarily attributable to a $0.7 million increase in personnel-related costs and a $0.4 million increase in non-cash stock-based compensation. We expect technology expense to continue to increase in absolute dollars in future periods to support the growth in our members, service providers and personnel. In addition, we expect to recognize approximately $0.3 million in expense in connection with the accelerated vesting of restricted stock upon our initial public offering.

Technology expense as a percentage of revenue remained constant between the two periods.

General and administrative

 

     Nine Months Ended September 30,     % Change  
             2010                     2011            
     (dollars in thousands)        

General and administrative

   $ 8,096      $ 12,730        57

Percentage of revenue

     19     19  

Non-cash stock-based compensation

   $ 942      $ 1,482     

General and administrative expense increased $4.6 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. We incurred an increase of $1.7 million in personnel-related costs primarily as a result of an increase in our headquarters staff of 22 personnel and an increase of $0.9 million related to facilities improvement and insurance. We also incurred an additional $0.6 million in our outside consulting and professional services fees, including increases in audit, tax and legal services expenses to support our growing organization and to prepare to become a public company and an increase of $0.6 million in expense related to an effort to improve our visibility and rankings on web searches. Non-cash stock-based compensation expense increased by $0.5 million principally due to the recognition of stock-based compensation expense related to grants of stock options and issuances of restricted stock to general and administrative personnel following our conversion from a limited liability company to a corporation in 2010, as well as grants of options and issuance of stock in the current year for new general and administrative hires and members of our board of directors. We expect general and administrative expense to continue to increase in absolute dollars in future periods as we support our growing organization and incur costs related to becoming and operating as a public company. In addition, we expect to recognize approximately $0.8 million in expense in connection with the accelerated vesting of restricted stock upon our initial public offering.

For these reasons, general and administrative expense increased slightly as a percentage of revenue for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010.

 

52


Table of Contents

Interest expense

Interest expense decreased $0.5 million from the nine months ended September 30, 2010 to the nine months ended September 30, 2011, as the result of a decrease in average debt balance outstanding in the nine months ended September 30, 2011 as well as the refinancing of our primary debt obligation during the third quarter of 2011.

Loss on debt extinguishment

Loss on debt extinguishment in the nine months ended September 30, 2011 was the result of the refinancing of our primary debt obligations which caused a write-off of debt discounts, a write-off of unamortized loan fees and prepayment penalties.

Comparison of the years ended December 31, 2008, 2009 and 2010

 

     Years Ended
December 31,
       
     2008     2009     2010     2009 over 2008     2010 over 2009  
     (in thousands)              

Revenue

          

Membership

   $ 15,935      $ 20,434      $ 25,149        28     23

Service provider

     17,929        25,166        33,890        40     35
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   $ 33,864      $ 45,600      $ 59,039        35     29
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Percentage of revenue by type

          

Membership

     47     45     43    

Service provider

     53        55        57       
  

 

 

   

 

 

   

 

 

     

Total revenue

     100        100        100       
  

 

 

   

 

 

   

 

 

     

Total paid memberships (end of period)

     333,489        411,727        602,882        23     46

Gross paid membership added (in period)

     193,011        219,140        355,580        14     62

Participating service providers (end of period)

     7,960        10,415        15,060        31     45

2010 compared to 2009. Membership revenue increased $4.7 million as the result of a 46% increase in the total number of paid memberships, partially offset by a 10% decrease in membership revenue per paid membership in the 2010 period. This decrease in membership revenue per paid membership resulted from growth in paid memberships in less penetrated markets where membership fees are lower, and the effect of allowing members in our more penetrated markets to purchase only those segments of Angie’s List that are most relevant to them. Service provider revenue increased by $8.7 million to 57% of revenue due primarily to an increase in the number of participating service providers, partially offset by a decrease in the average service provider contract value. During 2010 we expanded our service provider relationships by offering advertising in a greater range of service categories. Service provider contracts in these newer service categories generally have lower values. In our more penetrated markets, we reduced the geographic coverage and price of advertisements in certain service categories, which had the effect of increasing the number of participating service providers at a lower average contract value.

2009 compared to 2008. Membership revenue increased $4.5 million due primarily to a 23% increase in the total number of paid memberships, partially offset by a 2.2% decrease in membership revenue per paid membership in this period. Service provider revenue increased $7.2 million to 55% of revenue as the result of an increase in the number of service providers advertising as well as an overall increase in the average amount spent

 

53


Table of Contents

by service providers. As the penetration rate increased in our markets, we were able to raise advertising prices for our service providers.

Operations and support

 

     Years Ended December 31,  
     2008     2009     2010     2009 over 2008     2010 over 2009  
     (in thousands)              

Operations and support

   $ 12,164      $ 11,654      $ 12,464        (4 %)      7

Percentage of revenue

     36     26     21    

2010 compared to 2009. Operations and support expense increased $0.8 million due to a $1.2 million increase in credit card fees, sales taxes and publication costs as we increased our number of memberships and number of service providers. These increases were partially offset by a $0.2 million decrease in data costs as we decreased the number of data center personnel and outsourced certain of our data center functions.

Operations and support as a percentage of revenue decreased in 2010 compared to 2009 principally due to increased total revenue and economies of scale.

2009 compared to 2008. Operations and support expense decreased by $0.5 million, principally due to cost-saving measures undertaken in 2009, including a reduction of call center personnel from 76 at the end of 2008 to 53 at the end of 2009. These decreases were partially offset by an increase in credit card fees of $0.4 million attributable to expansion of our business.

Our cost-saving measures, together with increased total revenue, led to a significant decline in operations and support expense as a percentage of revenue in 2009 compared to 2008.

Selling

 

    Years Ended December 31,  
    2008     2009     2010     2009 over 2008     2010 over 2009  
    (in thousands)              

Selling

  $ 10,098      $ 12,671      $ 16,892        25     33

Percentage of revenue

    30     28     29    

2010 compared to 2009. Selling expense increased $4.2 million in 2010 compared to 2009. The increase in selling expense was due in part to a 31% increase in the number of new service provider contracts sold as we incurred significantly higher commissions on new service provider contracts than on renewals.

Selling expense as a percentage of revenue remained relatively constant in 2010 compared to 2009.

2009 compared to 2008. Selling expense increased $2.6 million in 2009 compared to 2008, principally as the result of a 21% increase in commissions earned for new service provider contracts. This resulted in an increase of $2.1 million in personnel expense.

Selling expense as a percentage of revenue decreased due to our increase in revenue in 2009 compared to 2008.

 

54


Table of Contents

Marketing

 

    Years Ended December 31,  
    2008     2009     2010     2009 over 2008     2010 over 2009  
    (in thousands)              

Marketing

  $ 14,941      $ 16,114      $ 30,237        8     88

Percentage of revenue

    44     35     51    
         
         

Gross paid memberships added in the period

    193,011        219,140        355,580       

Cost per membership acquisition

  $ 77      $ 74      $ 85       

2010 compared to 2009. Marketing expense increased $14.1 million in 2010 compared with 2009. The increase reflects our return to aggressive, growth-oriented advertising spending, including an increase in national television spending from $7.9 million in 2009 to $20.5 million in 2010, compared to our decision to reduce the rate of growth of these expenditures in 2009 in light of economic conditions. Our cost per membership acquisition increased for the same reason.

Marketing expense as a percentage of revenue increased significantly in 2010 compared to 2009 due to our strategy of investing heavily in national advertising to drive membership growth.

2009 compared to 2008. Marketing expense increased $1.2 million in 2009 over 2008 as we temporarily reduced the rate of growth in our advertising spending in light of economic conditions and capitalized upon reduced advertising rates resulting from those economic conditions. As our membership continued to grow, our cost per membership acquisition also declined.

Marketing expense as a percentage of revenue declined in 2009 compared to 2008 for the same reasons.

Technology

 

    Years Ended December 31,  
    2008     2009     2010     2009 over 2008     2010 over 2009  
    (in thousands)              

Technology

  $ 4,610      $ 5,062      $ 6,270        10     24

Percentage of revenue

    13     11     10    

Non-cash stock-based compensation

  $ —        $ —        $ 496       

2010 compared to 2009. Technology expense increased $1.2 million in 2010 over 2009. Technology expense in 2010 included $0.5 million in non-cash stock-based compensation expense for issuances of restricted stock to technology personnel that was not incurred in 2009. In 2010, we also increased the number of technology personnel from 46 at the end of 2009 to 53 at the end of 2010, resulting in a $0.3 million increase in personnel costs.

Technology expense as a percentage of revenue decreased slightly in 2010 as compared to 2009 as we recognized economies of scale in servicing our members and participating service providers.

2009 compared to 2008. Technology expense increased $0.5 million in 2009 over 2008 due to increases in external services for system support and increased depreciation as we purchased additional servers and other equipment to separate our internal and external server capacity.

Technology expense as a percentage of revenue decreased in 2009 as compared to 2008 due to increased revenue and our cost control efforts during the economic downturn.

 

55


Table of Contents

General and administrative

 

    Years Ended December 31,  
    2008     2009     2010     2009 over 2008     2010 over 2009  
    (in thousands)              

General and administrative

  $ 8,773      $ 8,699      $ 16,302        (1 %)      87

Percentage of revenue

    26     19     28    

Non-cash stock-based compensation

  $ 77      $ 76      $ 6,203       

2010 compared to 2009. General and administrative expense increased by $7.6 million from 2009 to 2010, primarily as a result of $6.2 million in non-cash stock-based compensation expense for grants of options and restricted stock to general and administrative personnel during 2010, which was principally related to the grants in acknowledgment of our conversion from a LLC to a corporation compared with $0.1 million in 2009. In addition, during 2010 we incurred an additional $1.1 million for compensation, which included an increase in headcount and increases in bonuses paid as company performance improved.

General and administrative expense as a percentage of revenue increased in 2010 as compared to 2009 solely due to the $6.2 million in non-cash stock-based compensation charge in connection with our conversion from a LLC to a corporation.

2009 compared to 2008. General and administrative expense remained relatively flat in 2009 compared to 2008 due to cost control efforts implemented in light of economic conditions.

General and administrative expense as a percentage of revenue decreased in 2009 as compared to 2008 as we controlled expenses and revenue increased.

Interest expense

2010 compared to 2009. Interest expense increased $0.6 million as the result of additional amortization incurred for warrants issued to our lender during 2010.

2009 compared to 2008. Interest expense increased $0.3 million as the result of additional amortization incurred on warrants issued in 2009.

 

56


Table of Contents

Unaudited Quarterly Results of Operations and Other Data

The following tables present our unaudited quarterly consolidated results of operations and other data for the seven quarters ended September 30, 2011 in absolute dollars and as a percentage of revenue. This unaudited quarterly consolidated information has been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, the statement of operations data includes all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. You should read this table in conjunction with our consolidated financial statements and related notes located elsewhere in this prospectus. The results of operations for any quarter are not necessarily indicative of the results of operations for any future periods.

 

    Three Months Ended,  
    March 31,
2010
    June 30,
2010
    September 30,
2010
    December 31,
2010
    March 31,
2011
    June 30,
2011
    September 30,
2011
 
    (unaudited)  
    (in thousands)  

Revenue

             

Membership

  $ 5,791      $ 6,176      $ 6,458      $ 6,724      $ 7,033      $ 7,940      $ 9,109   

Service provider

    7,202        8,304        8,999        9,385        10,595        13,018        14,899   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    12,993        14,480        15,457        16,109        17,628        20,958        24,008   

Operating expenses

             

Operations and support

    2,825        3,059        3,387        3,193        3,399        4,198        4,697   

Selling

    3,598        4,062        4,471        4,761        6,084        7,572        8,736   

Marketing

    6,036        9,431        9,665        5,105        11,099        18,132        18,760   

Technology(1)

    1,323        1,369        1,505        2,073        1,843        1,883        2,277   

General and administrative(1)

    2,326        2,315        3,455        8,206        3,904        4,461        4,365   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (3,115     (5,756     (7,026     (7,229     (8,701     (15,288     (14,827

Interest expense

    947        993        1,027        999        935        872        712   

Loss on debt extinguishment

                1,830   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (4,062     (6,749     (8,053     (8,228     (9,636     (16,160     (17,369

Income tax expense

    —          146        —          8        —          —       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (4,062   $ (6,895   $ (8,053   $ (8,236   $ (9,636   $ (16,160   $ (17,369
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)    Includes non-cash stock-based compensation as follows:

 

       

Technology

  $ —        $ —        $ —        $ 496      $ 238      $ 62      $ 62   

General and administrative

    93        —          849        5,261        355        641        486   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $       93      $     —        $     849      $  5,757      $     593      $       703      $ 548   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Three Months Ended,  
    March 31,
2010
    June 30,
2010
    September 30,
2010
    December 31,
2010
    March 31,
2011
    June 30,
2011
    September 30,
2011
 
   

(unaudited)

(as a percentage of revenue)

 

Revenue

             

Membership

    45     43     42     42     40     38     38

Service provider

    55        57        58        58        60        62        62   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    100        100        100        100        100        100        100   

Operating expenses

             

Operations and support

    22        21        22        20        19        20        20   

Selling

    28        28        29        29        35        36        36   

Marketing

    46        65        62        32        63        87        78   

Technology

    10        10        10        13        10        9        10   

General and administrative

    18        16        22        51        22        21        18   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (24     (40     (45     (45     (49     (73     (62

Interest expense

    7        7        7        6        6        4        3   

Loss on debt extinguishment

                8   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (31     (47     (52     (51     (55     (77     (72

Income tax expense

    0        1        0        0        0        0        0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

    (31 %)      (48 %)      (52 %)      (51 %)      (55 %)      (77 %)      (72 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

57


Table of Contents
    Three Months Ended,  
    March 31,
2010
    June 30,
2010
    September 30,
2010
    December 31,
2010
    March 31,
2011
    June 30,
2011
    September 30,
2011
 

Other Data (unaudited):

             

Total paid memberships (end of period)

    442,084        496,731        558,713        602,882        674,490        821,769        988,224   

Gross paid memberships added (in period)

    62,024        96,500        112,064        84,992        112,761        203,966        240,334   

Marketing cost per paid membership acquisition (in period)

  $ 97      $ 98      $ 86      $ 60      $ 98      $ 89      $ 78   

First-year membership renewal rate (in period)

    67     69     71     67     71     75     76

Average membership renewal rate (in period)

    73     73     74     72     75     78     78

Participating service providers (end of period)

    11,596        12,356        13,359        15,060        17,577        19,750        21,927   

Total service provider contract value (end of period, in thousands)

  $ 33,370      $ 34,641      $ 37,402      $ 43,050      $ 50,303      $ 55,647      $ 65,104   

We have experienced revenue growth in all periods presented as we entered new markets and increased penetration of existing markets. We have made in the past, and in the future expect to continue to make, marketing expense increases when we perceive opportunities to increase market penetration. The return on these investments is generally achieved in future periods and, as a result, these investments can adversely impact near term results. Our growth strategy has resulted in operating losses in all periods presented.

In general, we experience a higher rate of new membership acquisition during the second and third quarters of the calendar year as more consumers are actively seeking service providers for home improvement and other projects. We attribute the significant increase in the number of paid memberships in the first three quarters of 2011 to increases in marketing expenditures. In October 2011, we surpassed 1,000,000 paid memberships.

Selling expense increased as a percentage of revenue in the first three quarters of 2011 as compared to 2010 as the result of an increase in the number of new service provider sales personnel and their lower average productivity. In addition, we increased the number of new participating service providers during these periods, resulting in an increase in the percentage of new advertising contract originations which bear commissions at a rate of approximately 60% compared to the 10% rate for renewals.

Marketing expense increased significantly throughout 2011 due to planned increased advertising expense. Marketing expense normally fluctuates based on the timing of our national offline and online advertising programs. We generally increase our marketing expenditures in the second and third quarters to attract consumers to our service as they begin actively seeking sources of information for home improvement and other projects. We generally decrease marketing expense during the last quarter of the calendar year as consumers shift their purchasing patterns from our types of service providers as winter holidays approach and advertising rates are higher in that period.

General and administrative expense has generally increased in each period presented as we scaled our operations, but has decreased as a percentage of revenue in each of the first three quarters of 2011. During the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, we recorded $0.5 million, $0.6 million, $0.4 million, $5.2 million and $0.8 million, respectively, of non-cash stock compensation expense for issuances of stock options and grants of restricted stock to our general and administrative personnel and members of our board of directors. The increase in the fourth quarter in 2010 principally related to grants of stock options and issuances of restricted stock units in acknowledgment of our conversion from a LLC to a corporation.

 

58


Table of Contents

Liquidity and Capital Resources

General

At September 30, 2011, we had $10.5 million in cash. Cash consists of cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have experienced no loss in these accounts.

Since inception, we have financed our operations primarily through private sales of equity and, to a lesser extent, from borrowings. Our principal sources of operating cash flows are receipts for membership fees and service provider advertising. Since adopting our national expansion strategy in 2006, we have invested aggressively to grow our business. Over the past three years, our largest uses of cash in operating activities have been for national advertising campaigns to expand our membership base and commissions paid to service provider sales personnel as our service provider revenue has increased.

Our cash flows from operating activities are influenced by certain timing differences. For example, we pay cash to our sales personnel for commissions on service provider contracts when the service provider contract is signed by a service provider but generally collect cash from participating service providers over the term of the service provider contract. In contrast, membership fees from our members are generally collected at the beginning of the membership period and form a part of our working capital although the associated revenue is recognized over the term of the subscription period.

We believe that our existing cash, excluding the net proceeds from this offering, will be sufficient to fund our operations for at least the next 12 months. From time to time, we may explore additional financing sources to develop or enhance our service, to fund expansion, to respond to competitive pressures, to acquire or to invest in complementary products, businesses or technologies, or to lower our cost of capital, which could include equity, equity-linked and debt financing. We cannot assure you that any additional financing will be available to us on acceptable terms, if at all. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock, including shares of common stock sold in this offering.

Summary cash flow information for the years ended December 31, 2008, 2009 and 2010, and for the nine months ended September 30, 2010 and 2011 is set forth below.

 

     Years Ended December 31,     Nine Months Ended September 30,  
     2008     2009     2010             2010                     2011          
                       (unaudited)  
     (in thousands)  

Net cash used in operating activities

   $ (13,137   $ (5,306   $ (11,079   $ (5,093   $ (23,764

Net cash used in investing activities

     (2,451     (175     (1,568     (806     (3,182

Net cash provided by (used in) financing activities

     23,374        (289     19,840        20,471        28,284   

Net Cash Used in Operating Activities

We have experienced negative operating cash flows principally due to our aggressive investment in national advertising campaigns for the purpose of acquiring new members. Our operating cash flows will continue to be affected principally by the extent to which we continue to pursue our growth strategy, including investing in national advertising and spending to increase headcount in order to grow our business. Our largest source of operating cash flows is cash collections from our members and service providers. We anticipate that we will continue to incur net losses and use cash in operating activities as we continue to invest aggressively to grow and penetrate our markets.

 

59


Table of Contents

Our use of cash in operating activities for the nine months ended September 30, 2011 was primarily attributable to our net loss of $43.2 million, reflecting continued investments in our national advertising campaigns, an increase in our sales personnel, as well as other headcount increases and other expenses to grow our business. This net loss was adjusted for $5.3 million of non-cash expenses, which included $1.8 million of stock-based compensation expense, $1.2 million of depreciation and amortization and $1.1 million attributable to the amortization of debt discount and deferred financing fees. Non-cash expenses also included a $1.1 million write-off attributable to our debt refinancing in the third quarter of 2011. Additional uses of cash included a $6.4 million increase in prepaid expenses primarily as a result of the timing of payment of commissions to our sales personnel and the cash payment of accrued interest of $2.7 million. These uses of cash in operating activities were offset in part by a $13.1 million increase in accounts payable and accrued liabilities primarily attributable to increases in accrued marketing expenses and accrued but unpaid commissions and increases in deferred revenue of $10.9 million as a result of an increase both in the number of our paid memberships and in the number of service providers participating in our advertising programs.

Our use of cash in operating activities for the nine months ended September 30, 2010 was primarily attributable to our net loss of $19.0 million. This net loss was adjusted for $3.5 million of non-cash expenses that included $1.4 million of amortization of debt discount, and deferred financing fees and accrued interest, $1.0 million of depreciation and amortization and $0.9 million in stock-based compensation expense. Additional uses of cash included a $1.1 million increase in prepaid expenses primarily as a result of the timing of payment of commissions to our sales personnel. These uses of cash were offset in part by an increase in accounts payable and accrued liabilities of $7.0 million primarily due to increases in accrued marketing expenses. We also experienced an increase in deferred revenue of $5.3 million as a result of increases both in the number of our paid memberships and in the number of service providers participating in our advertising programs.

Our use of cash in operating activities for 2010 was primarily attributable to our net loss of $27.2 million, reflecting our continued significant investments in our national advertising campaigns, headcount and other expenses to grow our business. This net loss was adjusted for $10.1 million of non-cash expenses that included $6.7 million in stock-based compensation expense $1.8 million of amortization of debt discount, deferred financing fees and accrued interest and $1.4 million of depreciation and amortization. Additional uses of cash included a $1.7 million increase in prepaid expenses and other current assets primarily as a result of the timing of payment of commissions to our sales personnel on service provider contracts with participating service providers due to an increase in service provider contracts. These uses of cash were offset in part by cash generated from a $5.2 million increase in deferred revenue attributable to increased memberships and service provider advertising and a $3.2 million increase in accounts payable and accrued liabilities primarily related to marketing expense that had not yet been paid.

Our use of cash in operating activities in 2009 was attributable to our net loss of $12.0 million, reflecting our investments in our national advertising campaigns, headcount and other expenses, adjusted for $2.6 million of non-cash expenses that included $1.5 million of depreciation and amortization and $1.0 million of amortization of debt discount, deferred financing fees and accrued interest. These uses of cash were offset in part by a $3.6 million increase in deferred revenue as a result of increases in memberships and service providers participating in our advertising programs and a $1.0 million increase in accounts payable and accrued commissions related to increases in sales commissions and marketing expenditures that had not yet been paid.

Our use of cash in operating activities in 2008 was primarily attributable to our net loss of $20.3 million, adjusted for $3.1 million of non-cash expenses that included $1.8 million of depreciation and $1.2 million of amortization of debt discount, deferred financing fees and accrued interest. Uses of cash included a $2.3 million increase in prepaid expenses and other current assets primarily as a result of the timing of payment of commissions to our sales personnel on service provider contracts with participating service providers due to an

 

60


Table of Contents

increase in service provider contracts. These uses of cash were offset in part by a $4.3 million increase in deferred revenue as a result of increases in memberships and service providers participating in our advertising programs and a $2.5 million increase in accounts payable and accrued commissions related to increases in sales commissions and marketing expenditures that had not yet been paid.

Net Cash Used in Investing Activities

Net cash used in investing activities has primarily related to investments in information technology to support our growth and purchases of third-party data from research companies that gather and record information about service providers from consumers.

Our use of cash in investing activities in the nine months ended September 30, 2011 was attributable to $1.9 million in information technology investments to further improve our hardware and software for members, service providers and our growing employee base, $0.8 million for data acquisition and $0.4 million in other expenditures on property and equipment.

Our use of cash in investing activities in the nine months ended September 30, 2010 was primarily attributable to $0.4 million for data acquisition to expand and improve the content of our website and $0.4 million in expenditures on property and equipment.

Our use of cash in investing activities in 2010 was primarily attributable to $0.8 million in purchases of third-party data to improve the content of our website and $0.5 million in information technology investments to continue to maintain our website.

Our use of cash in investing activities in 2009 was primarily attributable to $0.6 million in purchases of third-party data and $0.4 million in information technology investments and leasehold improvements. Lower purchases for capital expenditures were planned to preserve cash balances during the period. These uses of cash were offset in part by a decrease in restricted cash of $0.9 million during the period which had previously been established as a reserve required under our credit card agreements.

Our use of cash in investing activities in 2008 was primarily attributable to a $1.0 million increase in restricted cash as a result of the reserve required under our credit card agreements, $0.8 million of purchases of information technology and leasehold expenditures to meet the needs of the company’s growing membership and service provider base and $0.6 million in data acquisition costs to improve the content on our website.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2011 included proceeds from the sale of preferred stock of $57.9 million and issuance of $15.0 million of new long-term debt. These proceeds were offset in part by stock repurchases of $21.9 million, and both scheduled and early debt extinguishment payments aggregating $21.8 million. We also incurred $0.9 million of financing costs related to the issuance of new debt obligations during the current period.

Net cash provided by financing activities for the nine months ended September 30, 2010 included proceeds from the sale of preferred stock of $21.4 million, offset in part primarily by scheduled debt repayments of $0.8 million.

Net cash provided by financing activities for 2010 included proceeds from sale of preferred stock of $23.9 million, offset in part by $2.0 million of scheduled repayments of debt obligations and $1.8 million in repurchases of common shares.

Net cash used in financing activities for 2009 included payments on debt and capital lease obligations.

Net cash provided by financing activities for 2008 included proceeds from capital contributions of $36.2 million and proceeds from issuances of debt of $24.0 million. These proceeds were offset in part by $15.6 million in repurchases of membership units from members of our predecessor limited liability company, $10.7

 

61


Table of Contents

million in repayments of debt obligations, $9.5 million in net repayments under our line of credit and $1.0 million in combined payments for financing and syndication costs.

Debt Obligations

Term Loan and Credit Facility. On August 31, 2011, we entered into a loan and security agreement that provides for a $15.0 million term loan and a $15.0 million revolving credit facility. A portion of the credit facility is available for letters of credit and corporate credit cards. The term loan bears interest at a per annum rate equal to the greater of (i) the current cash interest rate of LIBOR plus 10% or (ii) 10.5%, and requires monthly interest-only payments until maturity in August 2015. The revolving credit facility requires monthly interest-only payments on advances, which bear interest at a per annum rate equal to LIBOR plus 5%. In addition, when less than 50% of the credit facility is drawn, we are required to pay a non-usage charge of 0.50% per annum of the average unused portion of the credit facility. The term loan provides for penalties for early prepayment. The term loan and revolving credit facility provide for additional interest upon an event of default and are secured by substantially all of our assets. In connection with entering into the loan and security agreement, we issued a warrant to purchase 11,030 shares of common stock to one of the lenders. The fair value of this warrant will be recorded as a discount to the note payable, with the amount of the discount being amortized as interest expense through the loan’s maturity. As of September 30, 2011, we had $15.0 million in outstanding borrowings under the term loan and available credit of $15.0 million under the revolving credit facility.

The loan and security agreement contains various restrictive covenants, including restrictions on our ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to our stockholders or enter into certain types of related party transactions. We also are required to comply with certain financial covenants, including a minimum asset coverage ratio, and non-financial covenants, including a material adverse change provision. During the continuance of an event of default, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral.

Prior Debt Obligations. On August 31, 2011, we repaid in full the outstanding balance of $14.2 million and prepayment penalties in the amount of $0.2 million under our prior term loan and terminated the related amended and restated loan and security agreement, which we entered into in November 2009. On the same date, we also paid $6.1 million to the holders of the senior subordinated note in satisfaction of the principal, interest and other fees due thereunder. The term loan bore interest at a fixed rate of 6.71% per annum, was secured by substantially all of our assets and matured in January 2013. In connection with the term loan, we issued certain convertible warrants. The senior subordinated note, which we sold to a third party in November 2008, bore cash interest at a fixed rate of 12.0% per annum and was to mature in November 2013. Incremental interest was computed at 4.25% per annum accruing monthly and was payable monthly or, at our option, could be deferred and added to the outstanding principal balance.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities. We do not have any off-balance sheet interest in variable interest entities, which include special purpose entities and other structured finance entities.

 

62


Table of Contents

Contractual Obligations

We enter into long-term contractual obligations and commitments in the normal course of business, primarily debt obligations and non-cancellable operating leases. Our contractual cash obligations at December 31, 2010 are set forth below.

 

     Total      Less than 1
Year
     1-3 Years      3-5 Years      More than 5
Years
 

Long-term debt obligations, including interest

   $ 28,899       $ 9,078       $ 19,821       $ —         $ —     

Operating lease obligations

     2,192         721         1,360         111         —     

Capital lease obligations

     41         41         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 31,132       $ 9,840       $ 21,181       $ 111         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

On August 31, 2011, we entered into a loan and security agreement that provides for a $15.0 million term loan and a $15.0 million revolving credit facility. Long-term debt obligations, including interest, as of September 30, 2011 are as follows:

 

     Total      Less than 1
Year
     1-3 Years      3-5 Years      More than 5
Years
 

Long-term debt obligations, including interest

   $ 21,169       $ 1,575       $ 3,150       $ 16,444       $ —     

Critical Accounting Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe the following critical accounting policies involve significant areas of management’s judgment and estimates in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue when all of the following conditions are met: there is persuasive evidence of an arrangement; the service has been provided to the customer; the collection of the fees is reasonably assured and the amount of fees to be paid by the customer is fixed or determinable.

Our revenue includes membership revenue, which includes non-refundable initiation fees and membership fees for monthly, annual and multi-year memberships, and service provider revenue, which includes revenue from service provider advertising.

We recognize revenue from membership fees on a straight-line basis during the contractual period over which the service is delivered. We amortize revenue from the initiation fees of members over the average membership life on a straight-line basis. The estimated membership lives of monthly members and annual members are 13 months and 60 months, respectively, based on historical experience. Estimates made by us may differ from actual customer lives. These differences may impact initiation fee revenue, depending on whether the estimated customer life decreases or increases. A change in the estimated customer life by one year in either direction would have a minimal impact to total revenue. We recognize service provider revenue on a straight-line basis over the contract period.

 

63


Table of Contents

Deferred revenue includes the unamortized portion of revenue associated with membership and service provider revenue for which we have received payment in advance of services or advertising to be provided.

Data Acquisition Costs

Data acquisition costs consist of external costs, excluding transcription costs, related to acquiring consumer reports on service providers. These reports are used by the Company to provide its members with feedback on service providers. Amortization is computed using the straight-line method over the period which the information is expected to benefit the Company’s members, which is estimated to be three years. The capitalized costs are included in intangible assets on the balance sheet and the amortized expense is reflected within operation and support expenses in the consolidated statements of operations.

These costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the related asset. We make assumptions regarding the levels of cash flows to be generated from current data acquisition costs based on historical, market-specific cash flows, which may differ from the actual cash flows generated. A decrease in the generated cash flows may result in a future impairment of data acquisitions costs. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. To date, there have been no adjustments to the respective carrying values.

Stock-Based Compensation

We measure stock-based compensation expense for personnel at the grant date fair value of the award, and recognize expense on a straight-line basis over the vesting period. Determining the fair value of an award requires judgment.

We estimate the fair value of stock-based payment awards using the Black-Scholes option-pricing model. The determination of the fair value of a stock-based award on the date of grant using the Black-Scholes option-pricing model is affected by our stock price on the date of grant as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award and expected dividends. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in our statements of operations.

The following table summarizes the assumptions relating to our stock options granted during 2010 and through September 30, 2011:

 

     2010     2011  

Dividend yield

     0     0

Volatility

     37     46

Risk-free interest rate

     0.62     1.30

Expected term, in years

     4.0        4.7   

We use an expected dividend rate of zero based on the fact that we currently have no history or expectation of paying cash dividends on our capital stock. Because our common stock has never been publicly traded, we estimate the expected volatility of our awards from the historical volatility of selected public companies within the internet and media industry with comparable characteristics to us, including similarity in size, lines of business, market capitalization, revenue and financial leverage. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. We estimated our expected term based on our historical experience.

 

64


Table of Contents

We granted stock options with the following exercise prices during 2010 and through the date of this prospectus:

 

Grant Date

   Number of
Options Granted
     Exercise Price
Per Share
     Estimated Fair
Value Per Share
 

August 11, 2010

     116,800       $ 0.23       $ 7.50   

October 4, 2010

     160,000         7.63         7.63   

February 11, 2011

     99,288         7.63         7.63   

May 19, 2011

     524,200         8.50         8.50   

June 8, 2011

     508,200         8.50         8.50   

July 26, 2011

     44,000         8.50         8.50   

August 11, 2011

     878,096         8.50         8.50   

August 23, 2011

     120,000         8.50         8.50   

October 18, 2011

     493,104         9.49         9.49   

For all option grants, the fair value of the common stock underlying the option grants was determined by our board of directors, with input from our management. With the exception of the stock options granted on August 11, 2010, our board of directors determined that the exercise price per share was equal to the estimated fair value per share of our common stock at each grant date.

Our board of directors considered numerous objective and subjective factors to determine its best estimate of the fair market value of our common stock as of the date of each option grant, including but not limited to, the following factors:

 

  (a) common stock valuation reports performed as of April 30, 2010, the date of our conversion to a Delaware corporation, and as of September 30, 2011;

 

  (b) recent issuances of common stock;

 

  (c) secondary transactions in our common stock;

 

  (d) recent issuances of preferred stock, as well as the rights, preferences and privileges of our outstanding preferred stock;

 

  (e) the lack of marketability of our common stock;

 

  (f) our debt; and

 

  (g) our performance and stage of development.

In connection with our conversion to a Delaware corporation, we engaged a third-party valuation firm to perform a valuation of our common stock as of April 30, 2010. The valuation firm performed a valuation of our common stock on a non-marketable, minority basis as of April 30, 2010 in a manner consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The firm’s report was issued on August 25, 2010.

The valuation involved a two-step process. First, the valuation firm established our enterprise value using the income approach and the market approach. The income approach, which relies on a discounted cash flow analysis, measures the value of a company as the present value of its future economic revenue and costs. The market approach measures the value of a company through comparison to comparable companies and transactions. Consideration is given to the financial condition and operating performance of the company being

 

65


Table of Contents

valued relative to those of publicly traded companies operating in the same or similar lines of business. When choosing the comparable companies to be used for the market approach, the valuation firm focused on companies providing internet marketing services, subscription media services and review-oriented e-commerce offerings. The valuation firm conducted an assessment of these companies in light of differences from us with respect to business risk, size, earnings quality and growth prospects. For the valuation report, we prepared a financial forecast to be used in the computation of the enterprise value for both the market approach and the income approach. The financial forecast took into account our past experience and future expectations. The risks associated with achieving this forecast were assessed in selecting the appropriate discount rate. Because both the income and market approaches are widely accepted and the valuation firm had equal confidence in the quality of the data and the underlying assumptions of each, the valuation firm gave equal weight to the two approaches in establishing our enterprise value. Second, the valuation firm allocated the resulting equity value among the securities that comprise our capital structure using the Black-Scholes option pricing method. The aggregate value of the common stock derived from the option pricing method was then divided by the number of common shares outstanding to arrive at the per share common value. The valuation firm then applied a discount for lack of marketability to reflect the increased risk arising from the inability of holders to readily sell their shares. This analysis resulted in a fair value of our common stock of $2.58 per share as of April 30, 2010. In addition, the valuation firm considered our issuance and sale of shares of Series C preferred stock in April 2010 at a purchase price of $8.43 per share on a post-split, as-converted basis.

After April 30, 2010 but prior to the issuance of the valuation report on August 25, 2010, two secondary transactions in our common stock were entered into between stockholders and new and pre-existing investors. On July 16 and 22, 2010, an investment fund that is one of our principal stockholders and an affiliate of two of our directors sold an aggregate of 515,872 shares of common stock to a new investor for $7.75 per share, or approximately $4.0 million in aggregate proceeds. The new investor was financially sophisticated and received customary financial and legal information for due diligence purposes.

On August 11, 2010, we granted a discounted option to purchase 116,800 shares of our common stock to our Chief Marketing Officer, Angie Hicks. As discussed in “Executive Compensation—Compensation Discussion and Analysis—Equity-based Compensation,” the board approved this grant as a subsequent acknowledgement of Ms. Hicks’ in-the-money options that were cancelled in April 2010 in connection with our conversion to a Delaware corporation. On August 11, 2010, Ms. Hicks exercised this option and sold 66,656 shares of common stock to several new and pre-existing investors for $7.50 per share, or approximately $0.5 million in aggregate proceeds. The new and pre-existing investors, including our Chief Executive Officer, William S. Oesterle, were financially sophisticated and received customary financial and legal information for due diligence purposes.

Although these transactions occurred after the valuation date of April 30, 2010, the valuation firm determined that these transactions were more reliable indications of the fair value of our common stock than the fair value derived from the analysis described above or our issuance and sale of shares of Series C preferred stock in April 2010, because these secondary transactions represented Level 2 inputs in the fair value hierarchy outlined in FASB ASC 820 and there were no substantial changes in our business or in market conditions between April 30, 2010 and the issuance of the valuation report on August 25, 2010. The valuation firm therefore determined that the fair market value of our common stock was $7.63 per share as of April 30, 2010, the weighted average price of the shares of common stock sold in the July and August 2010 secondary transactions.

August 2010 grant

In connection with the August 2010 grants to Ms. Hicks and her immediate resale of a portion of her shares, we concluded that the fair value of the common stock underlying the grant to Ms. Hicks was $7.50 per share for financial accounting purposes. We determined that Ms. Hicks’ contemporaneous sale of common stock to a knowledgeable, unaffiliated third party was the most reliable indicator of the fair value of the common stock underlying the option granted.

 

66


Table of Contents

October 2010 grants

In connection with the October 2010 grants, the board of directors determined that the fair market value of our common stock remained $7.63 per share. As part of considering the factors listed above, the board of directors considered the common stock valuation analysis performed as of April 30, 2010 and issued on August 25, 2010, the secondary transactions in our common stock in July and August 2010 among sophisticated and knowledgeable parties as both buyers and sellers and the sale in September 2010 of shares of our Series C preferred stock to new and pre-existing investors at a purchase price of $8.43 per share on a post-split, as-converted basis.

February 2011 grants

In connection with the February 2011 grants, the board of directors determined that the fair market value of our common stock remained $7.63 per share. As part of considering the factors listed above, the board of directors considered our repurchase in December 2010 of shares of common stock at a purchase price of $7.63 per share. The board of directors determined the December 2010 repurchase price with input from management and in negotiation with the selling stockholders, many of whom were knowledgeable insiders. In addition, the board of directors noted that the grants happened in close proximity in time to the October 2010 grants, and that there were not sufficient changes in our business or in market conditions to cause the board of directors to increase or decrease its estimate of the fair value of our common stock from the October 2010 grants.

May and June 2011 grants

In connection with the May and June 2011 grants, the board of directors determined that the fair market value of our common stock was $8.50 per share. As part of considering the factors listed above, the board of directors considered our sales in March 2011 of shares of our Series D preferred stock to new and pre-existing investors at a purchase price of $8.84 per share on a post-split, as-converted basis. The board of directors also considered our repurchase in April 2011 of shares of common stock at a purchase price of $8.50 per share, including shares of Series B and C preferred stock that converted to common shares before being repurchased. The board of directors also considered our financial and operating results for the quarter ended March 31, 2011, including the increase in our total revenue over the previous quarter and the quarter ended March 31, 2010 and the sequential growth in our total paid memberships at the end of the period. The board of directors did not assign a specific weight to any factor. Based on the foregoing factors our board of directors determined that the fair value of our common stock had increased from the February 2011 grants. In particular, the board of directors considered that the recent, arms-length, third party transactions for common stock secondary sales at $8.50 per share provided objective evidence in favor of a higher valuation. The board further determined that, while the additional rights and preferences associated with the Series D preferred stock indicated that the value assigned to the common stock should be lower than that of the preferred stock, based on our execution on our business plan only a modest discount was warranted.

In determining not to increase or decrease its estimate of the fair value of our common stock between the May 2011 and June 2011 grants, the board noted the foregoing factors as well as our sale of shares our Series D preferred stock in May 2011 at the same price as in March 2011, the close proximity in time to the May 2011 grants and that there had not been substantial changes in our business or in market conditions since the May 2011 grants.

July 2011 grants

In connection with the July 2011 grants, the board of directors determined that the fair market value of our common stock remained $8.50 per share. As part of considering the factors listed above, the board of directors considered the sale on July 7, 2011 of a total of 420,072 shares of common stock by existing stockholders, including certain of our executive officers, to an investor in our Series D preferred stock for $8.50 per share, or approximately $3.6 million. The investor was financially sophisticated and received customary

 

67


Table of Contents

financial and legal information for due diligence purposes. In determining not to increase or decrease its estimate of the fair value of our common stock from the May and June 2011 grants, the board also noted that we held our organizational meeting with the underwriters of our initial public offering in late June 2011. However, the board determined that there remained substantial uncertainty with respect to our ability to complete an offering in light of market conditions. The board also considered our repurchase in June 2011 of shares of our common stock at a purchase price of $8.50 per share. The board determined the June 2011 repurchase price with input from management and in negotiation with the selling stockholders, many of whom were knowledgeable insiders. In addition, the board of directors also considered our financial and operating results for the quarter ended June 30, 2011, including the increase in our total revenue over the previous quarter and the quarter ended June 30, 2010 and the continued growth in our total paid memberships at the end of the period, as well as the significant increase in our net loss both sequentially and over the prior year period principally due to spending on our national advertising campaign. The board of directors did not assign a specific weight to any factor.

August 2011 grants

In connection with the August 2011 grants, the board determined that the fair market value of our common stock remained $8.50 per share. As part of considering the factors listed above, the board of directors considered steps taken in preparation for this offering, as well as the uncertainties regarding our ability to undertake this offering in light of the substantial instability in the financial markets at that time. The board of directors also considered the progress of our debt refinancing. The board of directors did not assign a specific weight to any factor. After careful consideration, the board of directors concluded that there were not sufficient considerations to cause the board of directors to increase or decrease its estimate of the fair market value of our common stock from the May, June and July 2011 grants.

October 2011 grants

Effective October 18, 2011, we granted options to purchase 493,104 shares of our common stock with a per share exercise price equal to the fair market value of our common stock of $9.49. In concluding that the fair market value of our common stock had increased in connection with the October grants, the board of directors considered a third party valuation analysis, our operating performance during the third quarter, our improved liquidity position following the consummation of our debt refinancing, steps taken in preparation for this offering and continued uncertainties regarding our ability to undertake this offering in light of the substantial instability in the financial markets at that time. The board of directors did not assign a specific weight to any factor.

The third party valuation analysis was delivered on October 18, 2011. The valuation firm performed a valuation of our common stock on a non-marketable, minority basis as of September 30, 2011 in a manner consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. The valuation involved a two-step process. First, the valuation firm established our enterprise value using a discounted cash flow analysis based on a financial forecast prepared by us, and an estimate of our terminal value at the end of the projection period. The financial forecast took into account our past experience and future expectations. The risks associated with achieving this forecast were assessed in selecting the appropriate discount rate. Second, the valuation firm allocated the resulting equity value among the securities that comprise our capital structure using the probability weighted expected returns model, or “PWERM.” Under the PWERM, the value of common stock is estimated based upon an analysis of future values for the enterprise assuming various scenarios and potential future expected outcomes (e.g., an initial public offering, or IPO, a merger or sale, continuing as a private company, or dissolution with no value to common stockholders). Enterprise value is allocated to convertible preferred stock, warrants, options and shares of common stock based on the rights and characteristics of each equity instrument. The resulting share value is based upon the probability-weighted present value of expected future investment

 

68


Table of Contents

returns. Given our belief in the probability of a successful initial public offering, the valuation firm did not consider any other alternative outcome and assumed that our preferred stock would convert to common stock upon the initial public offering. The aggregate value of the common stock derived from the PWERM was then divided by the number of common shares to arrive at the per share common value, and a discount for lack of marketability and liquidity was applied. This analysis resulted in a fair market value of our common stock of $9.49 as of September 30, 2011.

The $12.00 midpoint of the initial price range set forth on the cover page of the preliminary prospectus included in the Registration Statement filed on November 2, 2011 did not materially differ from the most recent valuation of our common stock used for the stock options that we granted on October 18, 2011. We believe the slight difference was principally attributable to the lack of marketability and liquidity of our common stock and the remaining execution risk associated with a planned initial public offering as of the grant date.

Restricted Stock Grants and Common Stock Valuation

We granted 736,320 shares of restricted stock on December 23, 2010 and 299,208 shares of restricted stock on December 28, 2010. In connection with these grants, the board of directors determined that the fair market value of our common stock was $7.63 per share. These grants were made to employees in acknowledgment of unvested equity interests they held in our predecessor limited liability company, which were cancelled upon our conversion to a corporation. In connection with these grants, the board of directors determined that the fair value of our common stock remained $7.63 per share. As part of considering the factors listed above, the board of directors considered the common stock valuation analysis performed as of April 30, 2010, the proximity in time of the October 2010 stock option grants and our sale in September and October 2010 of shares of our Series C preferred stock to new and pre-existing investors at a purchase price of $8.43 per share on a post-split, as-converted basis. The board of directors also considered our preliminary financial and operating results for the fourth quarter, including the moderate sequential increase in our total revenue over the quarter ended September 30, 2010 and the lower rate of new membership acquisition during the period, principally as a result of fewer consumers actively seeking service providers for home improvement and other projects in the fourth quarter of the calendar year. The board of directors did not assign a specific weight to any factor.

Recent Accounting Pronouncements

In January 2010, the FASB issued additional guidance that improves disclosure about fair value measures that were originally required. The new guidance is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for years beginning after December 15, 2010, and for interim periods within those years. The adoption of this guidance did not have an impact on our financial position or results of operations.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles—Goodwill and Other (Topic 350): When to Perform S