Angie's List 10-Q 27 Jul 17 2017 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 24, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Angie's List, Inc.
Entity Central Index Key	1,491,778
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		60,878,510

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 38,362	$ 22,402
Short-term investments	10,480	16,541
Accounts receivable, net of allowance for doubtful accounts of $3,039 and $3,296 at June 30, 2017 and December 31, 2016, respectively	15,006	16,371
Prepaid expenses and other current assets	20,251	17,002
Total current assets	84,099	72,316
Property, equipment and software, net	77,459	82,714
Goodwill	1,145	1,145
Amortizable intangible assets, net	930	1,219
Total assets	163,633	157,394
Liabilities and stockholders’ equity
Accounts payable	2,953	2,886
Accrued liabilities	30,452	23,128
Less current maturities	3,000	1,500
Total current liabilities	97,321	93,019
Long-term debt, net	55,092	56,142
Other liabilities, noncurrent	654	1,245
Total liabilities	154,799	152,894
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.001 par value: 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2017 and December 31, 2016	0	0
Common stock, $0.001 par value: 300,000,000 shares authorized, 69,437,866 and 67,979,486 shares issued and 60,877,344 and 59,420,774 shares outstanding at June 30, 2017 and December 31, 2016, respectively	69	68
Additional paid-in-capital	300,612	290,182
Treasury stock, at cost: 8,560,522 and 8,558,712 shares of common stock at June 30, 2017 and December 31, 2016, respectively	(23,734)	(23,719)
Accumulated deficit	(268,113)	(262,031)
Total stockholders’ equity	8,834	4,500
Total liabilities and stockholders’ equity	163,633	157,394
Deferred membership revenue [Member]
Liabilities and stockholders’ equity
Deferred revenue, current	20,255	23,208
Deferred revenue, noncurrent	1,404	2,032
Deferred advertising revenue [Member]
Liabilities and stockholders’ equity
Deferred revenue, current	40,661	42,297
Deferred revenue, noncurrent	$ 328	$ 456

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 3,039	$ 3,296
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	69,437,866	67,979,486
Common stock, shares outstanding	60,877,344	59,420,774
Treasury stock, at cost, shares of common stock	8,560,522	8,558,712

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue
Membership	$ 10,193	$ 15,645	$ 21,717	$ 31,979
Service provider	62,557	67,415	124,165	134,937
Total revenue	72,750	83,060	145,882	166,916
Operating expenses
Operations and support	6,928	10,172	15,215	22,381
Selling	23,153	26,983	49,510	54,815
Marketing	20,618	14,432	30,441	33,547
Product and technology	14,905	13,323	29,218	23,357
General and administrative	13,729	12,135	24,595	30,820
Operating income (loss)	(6,583)	6,015	(3,097)	1,996
Interest expense, net	1,469	1,352	2,965	1,968
Income (loss) before income taxes	(8,052)	4,663	(6,062)	28
Income tax expense	10	6	20	13
Net income (loss)	$ (8,062)	$ 4,657	$ (6,082)	$ 15
Earnings per common share (in USD per share)	$ (0.13)	$ 0.08	$ (0.10)	$ 0
Income (loss) per common share (in USD per share)	$ (0.13)	$ 0.08	$ (0.10)	$ 0
Weighted-average number of common shares outstanding — basic	60,273,980	58,710,321	59,893,356	58,662,100
Weighted-average number of common shares outstanding — diluted	60,273,980	59,643,950	59,893,356	59,637,852

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating activities
Net income (loss)	$ (6,082)	$ 15
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	8,211	5,254
Amortization of debt discount, deferred financing fees and bond premium	450	333
Non-cash stock-based compensation expense	6,030	7,496
Non-cash long-lived asset impairment charge	190	0
Non-cash loss on disposal of long-lived assets	3	171
Deferred income taxes	10	0
Changes in certain assets:
Accounts receivable, net	1,365	129
Prepaid expenses and other current assets	(3,249)	728
Changes in certain liabilities:
Accounts payable	318	(2,542)
Accrued liabilities	6,776	9,557
Net cash provided by operating activities	8,677	14,286
Investing activities
Purchases of investments	(5,960)	(11,274)
Sales of investments	12,021	11,320
Property, equipment and software	(199)	(3,208)
Capitalized website and software development costs	(2,854)	(8,973)
Intangible assets	(70)	(129)
Net cash provided by (used in) investing activities	2,938	(12,264)
Financing activities
Proceeds from exercise of stock options	5,919	500
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	462	0
Taxes paid on behalf of employees related to net share settlement	(1,980)	(430)
Purchases of treasury stock	(15)	0
Payments on capital lease obligation	(41)	(116)
Net cash provided by (used in) financing activities	4,345	(46)
Net increase in cash and cash equivalents	15,960	1,976
Cash and cash equivalents, beginning of period	22,402	32,599
Cash and cash equivalents, end of period	38,362	34,575
Supplemental cash flow disclosures
Capital expenditures incurred but not yet paid	65	820
Deferred advertising revenue [Member]
Changes in certain liabilities:
Deferred revenue	(1,764)	(2,769)
Deferred membership revenue [Member]
Changes in certain liabilities:
Deferred revenue	$ (3,581)	$ (4,086)

Description of Business, Basis

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Angie’s List, Inc. (collectively with its wholly owned subsidiaries, the “Company”, “we”, “us” or “our”) operates a national local services consumer review service and marketplace where members can research, shop for and purchase local services for critical needs, as well as rate and review the providers of these services. Ratings and reviews, which are available to members free-of-charge, assist members in identifying and hiring a provider for their local service needs. The Company’s services are provided in markets located across the continental United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly report the results for the periods presented. Operating results from interim periods are not necessarily indicative of results to be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates. Significant Accounting Policies Other than as a result of the adoption of certain recent accounting pronouncements as discussed herein, there were no material changes to the Company’s significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 during the three and six month periods ended June 30, 2017 . Prior Year Presentation In connection with the Company’s early adoption of Financial Accounting Standards Board (the “FASB”) Accounting Standards Update No. 2016-09 during the third quarter of 2016, the Company was required to record a modified retrospective transition adjustment at the time of adoption to reflect an increase in stock-based compensation expense for 2016 related to the Company’s forfeitures election under the new standard. Although this adjustment was recorded during the third quarter of 2016, given the modified retrospective nature of the adjustment, the Company was precluded from presenting the full amount of the adjustment for the quarter ended September 30, 2016 and was instead required to update amounts previously reported, yielding a retrospective increase to general and administrative expense for the three and six months ended June 30, 2016. As a result, the general and administrative expense, operating income, net income and corresponding per share figures presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2016 differ from amounts previously reported. Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company’s assessment during the three and six month periods ended June 30, 2017 . The Company maintains a full valuation allowance against its deferred tax assets, and as a result, there is no federal income tax expense recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2017 . Contractual Obligations The Company’s contractual obligations primarily consist of short-term and long-term operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. In March 2017, the Company provided notice of termination, effective May 1, 2018, of an operating lease for office space that was previously scheduled to conclude in April 2020, yielding a reduction in the Company’s future minimum lease payment obligations. There were no other significant changes in the Company’s contractual obligations during the three and six month periods ended June 30, 2017 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Total combined future minimum payment obligations as of June 30, 2017 under short-term and long-term operating leases amounted to approximately $2,503 , including $1,053 in 2017, $933 in 2018, $369 in 2019, $140 in 2020 and $8 in 2021. The Company had $58,092 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of June 30, 2017 . Stock-Based Compensation On June 29, 2016, the Company granted 3,034,329 performance awards of restricted stock units (“PRSUs”) under a long-term incentive plan (the “2016 LTIP”) to its executive officers and other members of the Company’s senior leadership team as of that date. The PRSUs granted are contingent upon the Company’s performance with respect to certain predetermined Total Cumulative Revenue targets over the 33 -month period commencing April 1, 2016 and concluding December 31, 2018, subject to the Company’s achievement of a predetermined cumulative Adjusted EBITDA threshold over the same time period. Of the 3,034,329 PRSUs granted, 2,461,816 PRSUs remained outstanding as of June 30, 2017 , representing the number of shares to be issued at the 100% target achievement level for this award. The decline from the number of PRSUs granted under the 2016 LTIP is due to forfeitures since the date of grant. During the first quarter of 2017, the Company cancelled the “stretch” component of the 2016 LTIP such that the maximum achievement level under this award is now the 100% target achievement level. Accordingly, the number of shares ultimately issued could be 0% or range from 75% (threshold achievement level) to 100% (target, and now maximum, achievement level) of the number of PRSUs outstanding, based on the Company’s performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and target achievement levels. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date. The Company evaluates whether or not to recognize stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of the aforementioned performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three and six month periods ended June 30, 2017 , the Company did not recognize any stock-based compensation expense related to the 2016 LTIP based on the Company’s determination that achievement of the performance conditions was not probable as of that date. Proposed Merger with IAC/HomeAdvisor On May 1, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IAC/InterActiveCorp (“IAC”), ANGI Homeservices Inc. (f/k/a Halo TopCo, Inc.), a wholly owned subsidiary of IAC (“ANGI Homeservices”) and Casa Merger Sub, Inc., a direct wholly owned subsidiary of ANGI Homeservices (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, prior to the effective time of the Merger, IAC will contribute its HomeAdvisor business, along with certain cash, to ANGI Homeservices in exchange for shares of ANGI Homeservices Class B common stock (the “Contribution”). At the effective time of the Merger, the Company will become a subsidiary of ANGI Homeservices through a subsidiary merger in which the outstanding shares of the Company’s common stock will be converted into shares of ANGI Homeservices Class A common stock and/or cash (the “Merger,” collectively with the Contribution and the other transactions contemplated by the Merger Agreement, the “Transactions”). ANGI Homeservices will apply to list its Class A common stock on the NASDAQ Stock Market (the “NASDAQ”). Subject to the terms and conditions of the Merger Agreement, the Company will merge with Merger Sub, and the Company’s stockholders may elect to receive, in exchange for each share of the Company’s common stock owned, either one share of ANGI Homeservices Class A common stock (“share consideration”), or $8.50 per share in cash, without interest (“cash consideration”). Elections by the Company’s stockholders for cash consideration will be subject to proration to the extent the total number of stockholders electing to receive cash consideration would result in payment of more than $130,000 . The ANGI Homeservices Class A common stock issued in the Merger will possess one vote per share and is expected to be listed for trading on the NASDAQ following the completion of the Transactions. ANGI Homeservices will also issue shares of Class B common stock, possessing 10 votes per share, to IAC in exchange for the contribution by IAC of its HomeAdvisor business. Following the completion of the Transactions, depending on the number of Company stockholders electing to receive cash consideration, former stockholders of the Company will hold ANGI Homeservices Class A common stock representing between approximately 10% and 13% of the value and less than 2% of the total voting power of ANGI Homeservices stock, and IAC will hold ANGI Homeservices Class B common stock representing between approximately 87% and 90% of the economic interest and approximately 98% of the total voting power of ANGI Homeservices stock. The completion of the Merger is subject to certain conditions, including the receipt of the necessary approval from the Company’s stockholders, the satisfaction of certain regulatory approvals and other customary closing conditions. On July 13, 2017, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Merger. The Transactions are expected to close in the fourth quarter of 2017. The Merger Agreement provides certain termination rights for the Company and IAC. Upon termination of the Merger Agreement under specified circumstances, such as the Company accepting a superior proposal or the Company’s Board of Directors withdrawing its recommendation regarding the Merger, the Company may be required to pay IAC a termination fee of $20,000 . For the three and six months ended June 30, 2017 , the Company incurred transaction-related costs of $4,429 , which were recorded in general and administrative expense within the condensed consolidated statements of operations. For additional information on the Merger Agreement, please refer to the Current Report on Form 8-K we filed with the U.S. Securities and Exchange Commission on May 3, 2017, including a copy of the Merger Agreement filed as Exhibit 2.1 thereto. Recent Accounting Pronouncements - Adopted In August 2016, the FASB issued Accounting Standards Update No. 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in this update add to or clarify existing U.S. GAAP guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The guidance set forth in this update must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The Company adopted ASU 2016-15 effective April 1, 2017, and no material impact on the consolidated financial statements occurred or is expected as a result of the adoption of this guidance. In January 2017, the FASB issued Accounting Standards Update No. 2017-04: Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The amendments in this update simplify the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for the Company in fiscal year 2020, but early adoption is permitted. The Company adopted ASU 2017-04 effective April 1, 2017, and no material impact on the consolidated financial statements occurred or is expected as a result of the adoption of this guidance. Recent Accounting Pronouncements - Not Yet Adopted In May 2017, the FASB issued Accounting Standards Update No. 2017-09: Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The amendments in this update clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the guidance set forth in this update, entities will apply modification accounting if the value, vesting conditions or classification of a share-based payment award changes. ASU 2017-09 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. The Company continues to evaluate the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company currently expects to adopt the guidance set forth in this update effective January 1, 2019. As reflected above within this same note, total future minimum payment obligations under existing operating lease obligations as of June 30, 2017 following the anticipated adoption date are not material to the consolidated financial statements. At the present time, there are two such leases in place that will remain in effect beyond the adoption of this update. Accordingly, although the Company continues to evaluate the impact of ASU 2016-02, based on a preliminary assessment, the Company does not expect the adoption of the guidance set forth in this update to have a material impact on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB’s new revenue standard related to identifying performance obligations and licensing implementation. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB’s transition resource group and clarify the new revenue standard’s core revenue recognition principles. In December 2016, the FASB issued Accounting Standards Update No. 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which clarified or corrected unintended application of certain aspects of the new revenue guidance. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. As of the date of these condensed consolidated financial statements, the Company continues to evaluate the impact of the adoption of ASU 2014-09. The Company has completed the diagnostic assessment phase of the implementation process, including preliminary assessment and project planning, revenue stream scoping and evaluation of internal controls implications. The following revenue streams were identified: membership revenue, service provider advertising revenue and service provider e-commerce revenue. The Company has now progressed to and is currently in the midst of the next phase of the implementation process, which entails, among other things, a detailed analysis of contracts selected for each identified revenue stream to assess whether there are any facts or circumstances leading the Company to conclude that an alternative pattern or recognition of revenue, or treatment of contract costs, will be necessary upon adoption of the new standard. The significant implementation matters yet to be addressed under ASU 2014-09 include completion of the detailed contract analysis for certain revenue streams, concluding on the quantitative impact to the consolidated financial statements, if any, determining the corresponding transition adjustment, if any, upon adoption and providing the required disclosures set forth under the new standard. The Company currently anticipates adopting ASU 2014-09 effective January 1, 2018, utilizing the modified retrospective method of adoption. Accordingly, upon adoption, the Company currently anticipates recognizing the cumulative effect of adopting this guidance, if any, as an adjustment to the opening balance of the accumulated deficit within the consolidated balance sheet for the period of adoption, and prior periods will not be retrospectively adjusted. While the Company has completed a preliminary assessment of the key provisions of ASU 2014-09, the evaluation of the full impact of the standard on the consolidated financial statements and related disclosures is ongoing, and the Company is therefore not yet able to reasonably estimate the financial statement impact of ASU 2014-09 upon adoption. The Company expects to expand the nature and extent of its disclosures with respect to revenue recognition following the adoption of ASU 2014-09, and the Company continues to actively monitor outstanding issues currently being addressed by the FASB’s Transition Resource Group as conclusions reached by this group may impact the Company’s application of the new standard.

Net Income (Loss) Per Common Sh

Net Income (Loss) Per Common Share	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Basic and diluted net income (loss) per common share are computed by dividing consolidated net income (loss) by the basic and diluted weighted-average number of common shares outstanding, respectively, for the period. Basic net income (loss) per common share was $(0.13) and $0.08 for the three months ended June 30, 2017 and 2016 , respectively, and $(0.10) and $0.00 for the six months ended June 30, 2017 and 2016 , respectively. Diluted net income (loss) per common share was $(0.13) and $0.08 for the three months ended June 30, 2017 and 2016 , respectively, and $(0.10) and $0.00 for the six months ended June 30, 2017 and 2016 , respectively. The following table shows the calculation of the diluted weighted-average number of common shares outstanding: Three Months Ended Six Months Ended 2017 2016 2017 2016 Weighted-average number of common shares outstanding — basic 60,273,980 58,710,321 59,893,356 58,662,100 Total dilutive effect of outstanding share-based payments — 933,629 — 975,752 Weighted-average number of common shares outstanding — diluted 60,273,980 59,643,950 59,893,356 59,637,852 The following potentially dilutive share-based payments were not included in the diluted net income (loss) per common share calculations as the impact would have been antidilutive for the periods presented: Three Months Ended Six Months Ended 2017 2016 2017 2016 Stock options 5,238,465 7,376,383 5,633,489 7,358,351 Restricted stock units 1,484,597 2,315,818 1,877,066 2,274,574 Performance awards of restricted stock units 2,781,424 3,614,784 2,758,462 3,631,937 Shares to be purchased under employee stock purchase plan 12,562 12,537 6,316 6,303 The PRSUs outstanding under the 2016 LTIP as of June 30, 2017 were not included in the computation of diluted net income (loss) per common share as the number of shares that will ultimately be issued is contingent upon the Company’s achievement of certain predetermined performance conditions and does not meet the criteria for inclusion per the applicable U.S. GAAP guidance.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Whenever possible, quoted prices in active markets are used to determine the fair value of the Company’s financial instruments. The Company’s financial instruments are not held for trading or other speculative purposes. The estimated fair value of financial instruments was determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may materially impact the estimated fair value amounts. Fair Value Hierarchy Fair value is based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), the Company categorized the financial assets and liabilities that are adjusted to fair value based on the priority of the inputs to the valuation technique, following the three-level fair value hierarchy prescribed by ASC 820, as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs that are used when little or no market data is available. Valuation Techniques The Company’s money market fund investments, the maturities for which are less than 90 days, are classified as cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations using quoted market prices. Short-term investments consist of certificates of deposit and U.S. Treasury securities with maturities of more than 90 days but less than one year. As many fixed income securities do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data and industry and economic events. The Company’s fixed income certificates of deposit and U.S. Treasury securities are valued using recent trades or pricing models and are therefore classified within Level 2 of the fair value hierarchy. Recurring Fair Value Measurements There were no movements between fair value measurement levels for the Company’s cash equivalents and investments in the six months ended June 30, 2017 or in 2016 , and there were no material unrealized gains or losses as of June 30, 2017 or December 31, 2016 . The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument as of June 30, 2017 and December 31, 2016 : Fair Value Measurement at June 30, 2017 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 8,552 $ 8,552 $ — $ — Investments: Certificates of deposit 9,280 — 9,276 — U.S. Treasury securities 1,200 — 1,199 — Total assets $ 19,032 $ 8,552 $ 10,475 $ — Fair Value Measurement at December 31, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 2,419 $ 2,419 $ — $ — Investments: Certificates of deposit 13,840 — 13,837 — U.S. Treasury securities 2,701 — 2,702 — Total assets $ 18,960 $ 2,419 $ 16,539 $ — The Company reviews its investment portfolio for other-than-temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment may be impaired, considering such factors as the duration, severity and reason for the decline in value as well as the potential recovery period. The Company did not recognize any other-than-temporary impairment losses during the three and six months ended June 30, 2017 or 2016 . The carrying amount of the term loan approximates fair value, using Level 2 inputs, as this borrowing bears interest at a variable (market) rate at June 30, 2017 and December 31, 2016 . Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that are adjusted to fair value in certain circumstances when the carrying values are more than the fair values. The categorization of the framework used to price the assets in the event of an impairment is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition using Level 2 and Level 3 inputs. The carrying amounts of accounts receivable and accounts payable reported in the condensed consolidated balance sheets approximate fair value.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	6 Months Ended
	Jun. 30, 2017
Other Assets [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Prepaid and deferred commissions $ 10,742 $ 8,869 Other prepaid expenses and current assets 9,509 8,133 Total prepaid expenses and other current assets $ 20,251 $ 17,002

Property, Equipment and Softwar

Property, Equipment and Software	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property, Equipment and Software	Property, Equipment and Software Property, equipment and software was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Furniture and equipment $ 14,689 $ 16,439 Land 3,466 3,466 Buildings and improvements 20,459 20,768 Software 5,738 5,853 Capitalized website and software development costs 63,279 60,811 Total property, equipment and software 107,631 107,337 Less accumulated depreciation (30,172 ) (24,623 ) Total property, equipment and software, net $ 77,459 $ 82,714

Accrued Liabilities

Accrued Liabilities	6 Months Ended
	Jun. 30, 2017
Accrued Liabilities [Abstract]
Accrued Liabilities	Accrued Liabilities Accrued liabilities was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Accrued sales commissions $ 2,397 $ 1,469 Sales and use tax 3,789 3,792 Accrued compensation 7,512 7,369 Uninvoiced accounts payable 13,363 4,333 Legal settlement accrual — 2,601 Other accrued liabilities 3,391 3,564 Total accrued liabilities $ 30,452 $ 23,128

Debt and Credit Arrangements

Debt and Credit Arrangements	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Debt and Credit Arrangements	Debt and Credit Arrangements Long-term debt, net, was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (875 ) (1,071 ) Unamortized fees paid to lender (1,033 ) (1,287 ) Total debt, net 58,092 57,642 Less current maturities (3,000 ) (1,500 ) Total long-term debt, net $ 55,092 $ 56,142 On September 26, 2014, the Company entered into a financing agreement for a $60,000 term loan and a $25,000 delayed draw term loan. On June 10, 2016, the Company entered into a first amendment to the financing agreement which, among other things, (i) extended the commencement of the Company’s quarterly repayment obligations under the term loan from September 30, 2016 to September 30, 2017; (ii) revised the financial covenant for minimum consolidated EBITDA, as defined in the financing agreement, for periods ending after June 30, 2016; (iii) revised the financial covenant related to minimum required liquidity; (iv) removed the financial covenant related to minimum membership revenue for periods ending after March 31, 2016; and (v) modified the basis for the calculation of the applicable interest rate. On November 1, 2016, the Company entered into a second amendment to the financing agreement which, among other things, (i) added a new financial covenant related to consolidated active service provider contract value beginning with the period ending December 31, 2016; (ii) revised the financial covenant for minimum consolidated EBITDA, as defined in the financing agreement and subsequently modified under the second amendment, for periods ending after September 30, 2016; (iii) revised the financial covenant related to minimum required liquidity; (iv) modified the basis for the calculation of the applicable interest rate; (v) modified the dates under which the prepayment premium is applicable; and (vi) modified certain terms related to the delayed draw term loan. Additionally, the second amendment set forth a fee to be paid by the Company to the lender, in three equal annual installments, in connection with the execution of the amendment, and this fee was capitalized along with the existing unamortized fees paid to lender contra liability and is being amortized to interest expense over the remaining term of the financing agreement. The financing agreement requires monthly interest payments on the first business day of each month until maturity on any principal amounts outstanding under either debt facility. In accordance with the second amendment to the financing agreement, if the Company’s consolidated EBITDA for the trailing four consecutive fiscal quarters is less than $20,000 or the Company’s qualified cash, as defined in the financing agreement, is less than $20,000 as of the applicable period end, amounts outstanding under the financing agreement bear interest at a per annum rate, at the option of the Company, equal to (i) the LIBOR rate for the interest period in effect, subject to a floor of 0.5% , plus 9.5% or (ii) the reference rate, which is based on the prime rate as published by the Wall Street Journal, subject to a floor of 3.25% , plus 8.5% . If the Company’s qualified cash is greater than $20,000 , and the Company’s consolidated EBITDA for the trailing four consecutive fiscal quarters is: • greater than $20,000 but less than $25,000 , the applicable LIBOR interest rate is 8.5% , and the applicable reference interest rate is 7.5% ; • greater than $25,000 but less than $30,000 , the applicable LIBOR interest rate is 7.5% , and the applicable reference interest rate is 6.5% ; or • greater than $30,000 , the applicable LIBOR interest rate is 6.5% , and the applicable reference interest rate is 5.5% . The financing agreement obligates the Company to make quarterly principal payments on the term loan of $750 on the last day of each calendar quarter, commencing with the quarter ending September 30, 2017, and to repay the remaining balance of the term loan at maturity. The Company is required to make principal payments on the outstanding balance of the delayed draw term loan equal to 1.25% of the amount of such loan funded at or prior to the last day of each calendar quarter and to repay the remaining outstanding balance of the delayed draw term loan at maturity. From the effective date of the financing agreement through September 26, 2017, the Company is also required to pay a commitment fee equal to 0.75% per annum of the unborrowed amounts of the delayed draw term loan. The Company may prepay the amounts outstanding under the financing agreement at any time and is required to prepay the loans with (i) the net proceeds of certain asset sales, issuances of debt or equity, and certain casualty events, and (ii) up to 50% of consolidated excess cash flow, as defined in the financing agreement, for each fiscal year during the term of the financing agreement. As specified by the second amendment to the financing agreement, the Company must pay a 1% premium on prepayments made on or before November 1, 2017, subject to certain exceptions set forth in the financing agreement. The Company’s obligations under the financing agreement are guaranteed by each of its subsidiaries and are secured by first priority security interests in all of their respective assets and a pledge of the equity interests of the Company’s subsidiaries. The term loan and the delayed draw term loan mature on September 26, 2019. As of June 30, 2017 , the Company had $58,092 in outstanding borrowings under the term loan, net of unamortized deferred financing fees of $875 and unamortized fees paid to the lender of $1,033 , both of which are being amortized into interest expense over the term of the financing agreement, and availability of $25,000 under the delayed draw term loan. The financing agreement contains various restrictive covenants, including restrictions on the Company’s ability to dispose of assets, make acquisitions or investments, incur debt or liens, make distributions to stockholders or repurchase outstanding stock, enter into related-party transactions and make capital expenditures, other than upon satisfaction of the conditions set forth in the financing agreement. The Company is also required to comply with certain financial covenants, including minimum consolidated EBITDA, as defined in the financing agreement and subsequently modified under the second amendment, minimum liquidity, minimum consolidated active service provider contract value and maximum consolidated capital expenditures. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, defaults under other material indebtedness, or a change in control, the lenders may accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company was in compliance with all financial and non-financial covenants at June 30, 2017 .

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is regularly involved in litigation, both as a plaintiff and as a defendant, relating to its business and operations. The Company assesses the likelihood of any judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company’s reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes the final outcome of the matters listed below will not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. Regardless of the outcome, litigation can adversely impact the Company as a result of defense and settlement costs, diversion of management resources and other factors. Williams, et al. v. Angie’s List, Inc., 1:16-cv-878 . On April 20, 2016, a group of former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage Statutes and (ii) overtime wages in violation of the Fair Labor Standards Act (29 U.S.C. §§ 206-07) and is requesting payment of all damages, including unpaid wages, interest, attorneys’ fees and other charges. Six amended complaints were filed, adding additional named plaintiffs, and the Company filed its answer to the sixth amended complaint on April 10, 2017. The plaintiffs filed a motion for conditional certification on June 10, 2016, and the Company filed its response brief in opposition on July 15, 2016. The Court denied the plaintiffs’ motion for conditional certification on November 30, 2016 but allowed the plaintiffs to refile with a more narrow class definition. On December 9, 2016, the plaintiffs filed a renewed motion for conditional certification. The Company filed its response to the renewed motion on January 6, 2017, and the plaintiffs filed their reply on January 17, 2017. The Court denied the plaintiffs’ renewed motion for conditional certification on April 28, 2017. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. Crabtree, et al. v. Angie’s List, Inc., 1:16-cv-877 . On April 20, 2016, three former employees filed a lawsuit in the United States District Court for the Southern District of Indiana. The lawsuit alleges the Company failed to pay (i) wages earned in a timely manner as required under Indiana Wage Statutes and (ii) overtime wages in violation of the Fair Labor Standards Act (29 U.S.C. §§ 206-07) and is requesting payment of all damages, including unpaid wages, interest, attorneys’ fees and other charges. The plaintiffs filed a first amended complaint in May 2016, adding one additional Indiana wage statute claim. The Company filed its answer and defenses on June 9, 2016. Discovery with respect to this matter is ongoing. The Company is currently unable to determine the likely outcome or reasonably estimate the amount or range of potential liability, if any, related to this matter, and accordingly, has not established any reserve for this matter. Paul Parshall v. Angie’s List, Inc., et. al.; David Pill v. Angie’s List, Inc., et. al. On July 18, 2017 (Parshall) and July 20, 2017 (Pill), respectively, two putative securities class action complaints were filed in the United States District Court for the Southern District of Indiana, naming the Company, its directors and IAC, in connection with IAC’s acquisition of the Company. The lawsuits allege the Company and its directors violated Section 14(a) of the Securities Exchange Act of 1934 by omitting certain financial information from the Form S-4 Registration Statement filed with the U.S. Securities and Exchange Commission in connection with the Merger. Based on these allegations, the complaints seek equitable relief, including additional disclosure in the Form S-4 Registration Statement, an injunction of the Merger and costs and expenses of the litigation, including attorneys’ fees. As of the date of the filing of this report, the Company has not received notice of service of process in these matters. Based on the facts known to date, the Company considers the claims asserted to be without merit and intends to vigorously defend against them.

Description of Business, Basi14

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP were condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all information and footnotes necessary for fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The accompanying unaudited condensed consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date but does not include all disclosures required by U.S. GAAP, including certain notes thereto. The condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered, in the opinion of management, necessary to fairly report the results for the periods presented. Operating results from interim periods are not necessarily indicative of results to be expected for the fiscal year as a whole. For additional information, including a discussion of the Company’s significant accounting policies, refer to the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .
Operating Segments	Operating Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one operating segment.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Estimates	Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes as well as the disclosure of contingent assets and liabilities and reported revenue and expenses. Actual results could differ from those estimates.
Significant Accounting Policies	Significant Accounting Policies Other than as a result of the adoption of certain recent accounting pronouncements as discussed herein, there were no material changes to the Company’s significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 during the three and six month periods ended June 30, 2017 .
Income Taxes- Valuation Allowance	Income Taxes - Valuation Allowance The Company evaluates whether it will realize the benefits of its net deferred tax assets and establishes a valuation allowance to reduce the carrying value of its deferred tax assets to the amount considered more likely than not to be recognized. Deferred tax assets arise as a result of tax loss carryforwards and various differences between the book basis and the tax basis of such assets. The Company periodically reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Should there be a change in the ability to recover deferred tax assets, the tax provision would be adjusted in the period in which the assessment is changed. There was no change to the Company’s assessment during the three and six month periods ended June 30, 2017 . The Company maintains a full valuation allowance against its deferred tax assets, and as a result, there is no federal income tax expense recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2017 .
Contractual Obligations	Contractual Obligations The Company’s contractual obligations primarily consist of short-term and long-term operating leases expiring through 2021 and long-term debt comprised of a $60,000 term loan scheduled to mature on September 26, 2019. In March 2017, the Company provided notice of termination, effective May 1, 2018, of an operating lease for office space that was previously scheduled to conclude in April 2020, yielding a reduction in the Company’s future minimum lease payment obligations. There were no other significant changes in the Company’s contractual obligations during the three and six month periods ended June 30, 2017 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Total combined future minimum payment obligations as of June 30, 2017 under short-term and long-term operating leases amounted to approximately $2,503 , including $1,053 in 2017, $933 in 2018, $369 in 2019, $140 in 2020 and $8 in 2021. The Company had $58,092 in outstanding borrowings, net of unamortized deferred financing fees and unamortized fees paid to the lender, under the term loan as of June 30, 2017 .
Stock-Based Compensation	Stock-Based Compensation On June 29, 2016, the Company granted 3,034,329 performance awards of restricted stock units (“PRSUs”) under a long-term incentive plan (the “2016 LTIP”) to its executive officers and other members of the Company’s senior leadership team as of that date. The PRSUs granted are contingent upon the Company’s performance with respect to certain predetermined Total Cumulative Revenue targets over the 33 -month period commencing April 1, 2016 and concluding December 31, 2018, subject to the Company’s achievement of a predetermined cumulative Adjusted EBITDA threshold over the same time period. Of the 3,034,329 PRSUs granted, 2,461,816 PRSUs remained outstanding as of June 30, 2017 , representing the number of shares to be issued at the 100% target achievement level for this award. The decline from the number of PRSUs granted under the 2016 LTIP is due to forfeitures since the date of grant. During the first quarter of 2017, the Company cancelled the “stretch” component of the 2016 LTIP such that the maximum achievement level under this award is now the 100% target achievement level. Accordingly, the number of shares ultimately issued could be 0% or range from 75% (threshold achievement level) to 100% (target, and now maximum, achievement level) of the number of PRSUs outstanding, based on the Company’s performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and target achievement levels. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date. The Company evaluates whether or not to recognize stock-based compensation expense for these awards over the vesting period based on the projected probability of achievement of the aforementioned performance conditions as of the end of each reporting period during the performance period and may periodically adjust the recognition of such expense, as necessary, in response to any changes in the Company’s forecasts with respect to the performance conditions. For the three and six month periods ended June 30, 2017 , the Company did not recognize any stock-based compensation expense related to the 2016 LTIP based on the Company’s determination that achievement of the performance conditions was not probable as of that date.
Recent Accounting Pronouncements - Not Yet Adopted	Recent Accounting Pronouncements - Adopted In August 2016, the FASB issued Accounting Standards Update No. 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in this update add to or clarify existing U.S. GAAP guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The guidance set forth in this update must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The Company adopted ASU 2016-15 effective April 1, 2017, and no material impact on the consolidated financial statements occurred or is expected as a result of the adoption of this guidance. In January 2017, the FASB issued Accounting Standards Update No. 2017-04: Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The amendments in this update simplify the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for the Company in fiscal year 2020, but early adoption is permitted. The Company adopted ASU 2017-04 effective April 1, 2017, and no material impact on the consolidated financial statements occurred or is expected as a result of the adoption of this guidance. Recent Accounting Pronouncements - Not Yet Adopted In May 2017, the FASB issued Accounting Standards Update No. 2017-09: Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). The amendments in this update clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the guidance set forth in this update, entities will apply modification accounting if the value, vesting conditions or classification of a share-based payment award changes. ASU 2017-09 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company is currently evaluating the impact of this update on the consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update No. 2016-13: Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in this update add to U.S. GAAP a current expected credit loss impairment model that is based on expected losses rather than incurred losses, requiring consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-13 will be effective for the Company in fiscal year 2020, but early adoption is permitted beginning in 2019. The Company continues to evaluate the impact of this update on the consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases (Topic 842) (“ASU 2016-02”). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 will be effective for the Company in fiscal year 2019, but early adoption is permitted. The Company currently expects to adopt the guidance set forth in this update effective January 1, 2019. As reflected above within this same note, total future minimum payment obligations under existing operating lease obligations as of June 30, 2017 following the anticipated adoption date are not material to the consolidated financial statements. At the present time, there are two such leases in place that will remain in effect beyond the adoption of this update. Accordingly, although the Company continues to evaluate the impact of ASU 2016-02, based on a preliminary assessment, the Company does not expect the adoption of the guidance set forth in this update to have a material impact on the consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01: Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the amendments in this update supersede, for public business entities, the requirement to disclose the methods and significant assumptions used in calculating the fair value of financial instruments required to be disclosed for financial instruments measured at amortized cost on the balance sheet. ASU 2016-01 will be effective for the Company in fiscal year 2018, but early adoption is permitted. The Company does not believe the adoption of the guidance set forth in this update will have a material impact on the consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). This update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” This update also requires significantly expanded disclosures related to revenue recognition. In March 2016, the FASB issued Accounting Standards Update No. 2016-08: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) , amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. Among other things, ASU 2016-08 clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued Accounting Standards Update No. 2016-10: Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends certain aspects of the guidance set forth in the FASB’s new revenue standard related to identifying performance obligations and licensing implementation. In May 2016, the FASB issued Accounting Standards Update No. 2016-12: Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), amending certain aspects of ASU 2014-09 to address implementation issues identified by the FASB’s transition resource group and clarify the new revenue standard’s core revenue recognition principles. In December 2016, the FASB issued Accounting Standards Update No. 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”), which clarified or corrected unintended application of certain aspects of the new revenue guidance. ASU 2014-09 will be effective for the Company in fiscal year 2018 following the issuance of Accounting Standards Update No. 2015-14: Deferral of the Effective Date in August 2015, which deferred the effective date of ASU 2014-09 by one year. As of the date of these condensed consolidated financial statements, the Company continues to evaluate the impact of the adoption of ASU 2014-09. The Company has completed the diagnostic assessment phase of the implementation process, including preliminary assessment and project planning, revenue stream scoping and evaluation of internal controls implications. The following revenue streams were identified: membership revenue, service provider advertising revenue and service provider e-commerce revenue. The Company has now progressed to and is currently in the midst of the next phase of the implementation process, which entails, among other things, a detailed analysis of contracts selected for each identified revenue stream to assess whether there are any facts or circumstances leading the Company to conclude that an alternative pattern or recognition of revenue, or treatment of contract costs, will be necessary upon adoption of the new standard. The significant implementation matters yet to be addressed under ASU 2014-09 include completion of the detailed contract analysis for certain revenue streams, concluding on the quantitative impact to the consolidated financial statements, if any, determining the corresponding transition adjustment, if any, upon adoption and providing the required disclosures set forth under the new standard. The Company currently anticipates adopting ASU 2014-09 effective January 1, 2018, utilizing the modified retrospective method of adoption. Accordingly, upon adoption, the Company currently anticipates recognizing the cumulative effect of adopting this guidance, if any, as an adjustment to the opening balance of the accumulated deficit within the consolidated balance sheet for the period of adoption, and prior periods will not be retrospectively adjusted. While the Company has completed a preliminary assessment of the key provisions of ASU 2014-09, the evaluation of the full impact of the standard on the consolidated financial statements and related disclosures is ongoing, and the Company is therefore not yet able to reasonably estimate the financial statement impact of ASU 2014-09 upon adoption. The Company expects to expand the nature and extent of its disclosures with respect to revenue recognition following the adoption of ASU 2014-09, and the Company continues to actively monitor outstanding issues currently being addressed by the FASB’s Transition Resource Group as conclusions reached by this group may impact the Company’s application of the new standard.

Net Income (Loss) Per Common 15

Net Income (Loss) Per Common Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Schedule of Weighted-Average Number of Common Shares	The following table shows the calculation of the diluted weighted-average number of common shares outstanding: Three Months Ended Six Months Ended 2017 2016 2017 2016 Weighted-average number of common shares outstanding — basic 60,273,980 58,710,321 59,893,356 58,662,100 Total dilutive effect of outstanding share-based payments — 933,629 — 975,752 Weighted-average number of common shares outstanding — diluted 60,273,980 59,643,950 59,893,356 59,637,852
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potentially dilutive share-based payments were not included in the diluted net income (loss) per common share calculations as the impact would have been antidilutive for the periods presented: Three Months Ended Six Months Ended 2017 2016 2017 2016 Stock options 5,238,465 7,376,383 5,633,489 7,358,351 Restricted stock units 1,484,597 2,315,818 1,877,066 2,274,574 Performance awards of restricted stock units 2,781,424 3,614,784 2,758,462 3,631,937 Shares to be purchased under employee stock purchase plan 12,562 12,537 6,316 6,303

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis	The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument as of June 30, 2017 and December 31, 2016 : Fair Value Measurement at June 30, 2017 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 8,552 $ 8,552 $ — $ — Investments: Certificates of deposit 9,280 — 9,276 — U.S. Treasury securities 1,200 — 1,199 — Total assets $ 19,032 $ 8,552 $ 10,475 $ — Fair Value Measurement at December 31, 2016 Using Carrying Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 2,419 $ 2,419 $ — $ — Investments: Certificates of deposit 13,840 — 13,837 — U.S. Treasury securities 2,701 — 2,702 — Total assets $ 18,960 $ 2,419 $ 16,539 $ —

Prepaid Expenses and Other Cu17

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Other Assets [Abstract]
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure	Prepaid expenses and other current assets was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Prepaid and deferred commissions $ 10,742 $ 8,869 Other prepaid expenses and current assets 9,509 8,133 Total prepaid expenses and other current assets $ 20,251 $ 17,002

Property, Equipment and Softw18

Property, Equipment and Software (Tables)	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property, Equipment and Software	Property, equipment and software was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Furniture and equipment $ 14,689 $ 16,439 Land 3,466 3,466 Buildings and improvements 20,459 20,768 Software 5,738 5,853 Capitalized website and software development costs 63,279 60,811 Total property, equipment and software 107,631 107,337 Less accumulated depreciation (30,172 ) (24,623 ) Total property, equipment and software, net $ 77,459 $ 82,714

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Accrued sales commissions $ 2,397 $ 1,469 Sales and use tax 3,789 3,792 Accrued compensation 7,512 7,369 Uninvoiced accounts payable 13,363 4,333 Legal settlement accrual — 2,601 Other accrued liabilities 3,391 3,564 Total accrued liabilities $ 30,452 $ 23,128

Debt and Credit Arrangements (T

Debt and Credit Arrangements (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt, net, was comprised of the following as of June 30, 2017 and December 31, 2016 : June 30, December 31, Term loan $ 60,000 $ 60,000 Unamortized deferred financing fees (875 ) (1,071 ) Unamortized fees paid to lender (1,033 ) (1,287 ) Total debt, net 58,092 57,642 Less current maturities (3,000 ) (1,500 ) Total long-term debt, net $ 55,092 $ 56,142

Description of Business, Basi21

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details)	May 01, 2017USD ($)vote$ / shares	Jun. 29, 2016shares	Jun. 30, 2017USD ($)shares	Jun. 30, 2017USD ($)segmentshares	Dec. 31, 2018lease	Dec. 31, 2016USD ($)	Sep. 26, 2014USD ($)
Summary of Significant Accounting Policies [Line Items]
Number of operating segments | segment				1
Federal income tax expense			$ 0	$ 0
Total combined future minimum payment obligations			2,503,000	2,503,000
2,017			1,053,000	1,053,000
2,018			933,000	933,000
2,019			369,000	369,000
2,020			140,000	140,000
Operating Leases, Future Minimum Payments, Due in Five Years			8,000	8,000
Long-term debt			58,092,000	58,092,000		$ 57,642,000
Forecast [Member]
Summary of Significant Accounting Policies [Line Items]
Number of units | lease					2
Performance Restricted Stock Units [Member]
Summary of Significant Accounting Policies [Line Items]
Allocated share-based compensation expense			$ 0	$ 0
2016 LTIP [Member] | Performance Restricted Stock Units [Member]
Summary of Significant Accounting Policies [Line Items]
Granted (in shares) | shares		3,034,329
Expiration period		33 months
Remaining (in shares) | shares			2,461,816	2,461,816
Threshold achievement level		75.00%
2016 LTIP [Member] | Performance Restricted Stock Units [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Target achievement level		0.00%
2016 LTIP [Member] | Performance Restricted Stock Units [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Target achievement level		100.00%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member]
Summary of Significant Accounting Policies [Line Items]
Face amount of term loan							$ 60,000,000
Long-term debt			$ 58,092,000	$ 58,092,000
InterActiveCorp (IAC) [Member]
Summary of Significant Accounting Policies [Line Items]
Merger agreement election, share election	1
Merger agreement election, cash election (in dollars per share) | $ / shares	$ 8.50
Cash payment election proration limitation (more than)	$ 130,000,000
Termination fee	$ 20,000,000
Business Combination, Acquisition Related Costs			$ 4,429,000	$ 4,429,000
InterActiveCorp (IAC) [Member] | Class A common stock [Member]
Summary of Significant Accounting Policies [Line Items]
Votes per share | vote	1
Voting power	2.00%
InterActiveCorp (IAC) [Member] | Class A common stock [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Stock representing total value as a percentage	10.00%
InterActiveCorp (IAC) [Member] | Class A common stock [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Stock representing total value as a percentage	13.00%
InterActiveCorp (IAC) [Member] | Class B common stock [Member]
Summary of Significant Accounting Policies [Line Items]
Votes per share | vote	10
Voting power	98.00%
InterActiveCorp (IAC) [Member] | Class B common stock [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Stock representing total value as a percentage	87.00%
InterActiveCorp (IAC) [Member] | Class B common stock [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Stock representing total value as a percentage	90.00%

Net Income (Loss) Per Common 22

Net Income (Loss) Per Common Share - Antidilutive securities (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Earnings per common share (in USD per share)	$ (0.13)	$ 0.08	$ (0.10)	$ 0
Income (loss) per common share (in USD per share)	$ (0.13)	$ 0.08	$ (0.10)	$ 0
Weighted-average number of common shares outstanding — basic	60,273,980	58,710,321	59,893,356	58,662,100
Total dilutive effect of outstanding share-based payments (in shares)	0	933,629	0	975,752
Weighted-average number of common shares outstanding — diluted	60,273,980	59,643,950	59,893,356	59,637,852
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	5,238,465	7,376,383	5,633,489	7,358,351
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	1,484,597	2,315,818	1,877,066	2,274,574
Performance Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	2,781,424	3,614,784	2,758,462	3,631,937
Employee Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	12,562	12,537	6,316	6,303

Fair Value Measurements - Summa

Fair Value Measurements - Summary of the financial instruments of the company at fair value (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unrealized gains (losses) on investments			$ 0		$ 0
Carrying value	$ 19,032		19,032		18,960
OTTI losses, investments	0	$ 0	0	$ 0
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	8,552		8,552		2,419
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	10,475		10,475		16,539
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value	9,280		9,280		13,840
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	9,276		9,276		13,837
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value	1,200		1,200		2,701
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	1,199		1,199		2,702
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying value	8,552		8,552		2,419
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	8,552		8,552		2,419
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	0		0		0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair market value	$ 0		$ 0		$ 0

Prepaid Expenses and Other Cu24

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Other Assets [Abstract]
Prepaid and deferred commissions	$ 10,742	$ 8,869
Other prepaid expenses and current assets	9,509	8,133
Total prepaid expenses and other current assets	$ 20,251	$ 17,002

Property, Equipment and Softw25

Property, Equipment and Software (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	$ 107,631	$ 107,337
Less accumulated depreciation	(30,172)	(24,623)
Total property, equipment and software, net	77,459	82,714
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	14,689	16,439
Land [Member]
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	3,466	3,466
Building and improvements [Member]
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	20,459	20,768
Software [Member]
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	5,738	5,853
Capitalized website and software development costs [Member]
Property, Plant and Equipment [Line Items]
Property, equipment and software, Gross	$ 63,279	$ 60,811

Accrued Liabilities - Accrued l

Accrued Liabilities - Accrued liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Accrued Liabilities [Abstract]
Accrued sales commissions	$ 2,397	$ 1,469
Sales and use tax	3,789	3,792
Accrued compensation	7,512	7,369
Uninvoiced accounts payable	13,363	4,333
Legal settlement accrual	0	2,601
Other accrued liabilities	3,391	3,564
Total accrued liabilities	$ 30,452	$ 23,128

Debt and Credit Arrangements (D

Debt and Credit Arrangements (Details) - USD ($)	Nov. 01, 2016	Jun. 10, 2016	Sep. 26, 2014	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Term loan				$ 60,000,000	$ 60,000,000
Unamortized deferred financing fees				(875,000)	(1,071,000)
Unamortized fees paid to lender				(1,033,000)	(1,287,000)
Total debt, net				58,092,000	57,642,000
Less current maturities				(3,000,000)	(1,500,000)
Long-term debt, net				$ 55,092,000	$ 56,142,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member]
Debt Instrument [Line Items]
Percent of excess cash flow to be used for loan prepayment, maximum (up to)				50.00%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Unamortized deferred financing fees				$ (875,000)
Unamortized fees paid to lender				(1,033,000)
Total debt, net				58,092,000
Face amount of term loan			$ 60,000,000
Qualified cash	$ 20,000,000
Periodic principal payments on term loan		$ 750,000
Prepayment premium		1.00%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate, floor	0.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Interest rate, floor			3.25%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche One [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 20,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche One [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	9.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche One [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread	8.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Two [Member] | Minimum [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 20,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Two [Member] | Maximum [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 25,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Two [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	8.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Two [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread	7.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Three [Member] | Minimum [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 25,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Three [Member] | Maximum [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 30,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Three [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	7.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Three [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread	6.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Four [Member]
Debt Instrument [Line Items]
Consolidated EBITDA	$ 30,000,000
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Four [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	6.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Secured Debt [Member] | Tranche Four [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread	5.50%
Term Loan and Delayed Draw Term Loan Financing Agreement [Member] | Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Face amount of term loan			$ 25,000,000
Periodic payment as a percent of amount funded			1.25%
Commitment fee as a percent of unborrowed amounts			0.75%
Availability under delayed draw term loan				$ 25,000,000

Commitments and Contingencies C

Commitments and Contingencies Commitments and Contingencies (Details)	Jul. 18, 2017claim	Apr. 20, 2016plaintiffclaim
Williams, et al. [Member]
Number of new/amended complaints filed		6
Crabtree [Member]
Number of new/amended complaints filed		1
Number of plaintiffs in claim | plaintiff		3
Paul Parshall [Member] | Subsequent Event [Member]
Number of new/amended complaints filed	2