Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 22, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | INTX | ||
Entity Registrant Name | INTERSECTIONS INC | ||
Entity Central Index Key | 1,095,277 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 23,936,308 | ||
Entity Public Float | $ 17.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 10,857 | $ 11,471 |
Accounts receivable, net of allowance for doubtful accounts of $15 (2016) and $115 (2015) | 7,972 | 8,163 |
Prepaid expenses and other current assets | 3,864 | 7,524 |
Inventory, net | 250 | 2,253 |
Income tax receivable | 3,314 | 7,730 |
Deferred subscription solicitation and commission costs | 5,050 | 6,961 |
Assets held for sale | 104 | |
Total current assets | 31,411 | 44,102 |
PROPERTY AND EQUIPMENT, net | 10,611 | 13,438 |
GOODWILL | 9,763 | 9,763 |
INTANGIBLE ASSETS, net | 210 | 1,693 |
OTHER ASSETS | 862 | 1,034 |
TOTAL ASSETS | 52,857 | 70,030 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,536 | 3,207 |
Accrued expenses and other current liabilities | 11,068 | 15,845 |
Accrued payroll and employee benefits | 4,256 | 7,091 |
Commissions payable | 316 | 375 |
Current portion of long-term debt, net | 2,146 | |
Capital leases, current portion | 471 | 631 |
Deferred revenue | 8,295 | 2,380 |
Liabilities held for sale | 104 | |
Total current liabilities | 29,192 | 29,529 |
LONG-TERM DEBT, net | 10,092 | |
OBLIGATIONS UNDER CAPITAL LEASES, less current portion | 865 | 1,147 |
OTHER LONG-TERM LIABILITIES | 3,436 | 3,971 |
DEFERRED TAX LIABILITY, net | 1,905 | 1,905 |
TOTAL LIABILITIES | 45,490 | 36,552 |
COMMITMENTS AND CONTINGENCIES (see Notes 18 and 19) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock at $0.01 par value, shares authorized 50,000; shares issued 27,303 (2016) and 26,730 (2015); shares outstanding 23,733 (2016) and 23,236 (2015) | 273 | 267 |
Additional paid-in capital | 142,247 | 137,705 |
Treasury stock, shares at cost; 3,570 (2016) and 3,494 (2015) | (33,822) | (33,632) |
Accumulated deficit | (101,331) | (70,862) |
TOTAL STOCKHOLDERS’ EQUITY | 7,367 | 33,478 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 52,857 | $ 70,030 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 15 | $ 115 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 27,303,000 | 26,730,000 |
Common stock, shares outstanding | 23,733,000 | 23,236,000 |
Treasury stock, shares | 3,570,000 | 3,494,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUE | ||
Services | $ 175,628 | $ 203,779 |
Hardware | 34 | 48 |
Net revenue | 175,662 | 203,827 |
OPERATING EXPENSES: | ||
Marketing | 14,707 | 20,568 |
Commission | 42,776 | 50,837 |
Cost of services revenue | 53,837 | 64,932 |
Cost of hardware revenue | 1,381 | 608 |
General and administrative | 75,274 | 80,799 |
Impairment of goodwill | 10,318 | |
Impairment of intangibles and other assets | 8,471 | 7,355 |
Depreciation | 6,238 | 5,977 |
Amortization | 577 | 687 |
Total operating expenses | 203,261 | 242,081 |
LOSS FROM OPERATIONS | (27,599) | (38,254) |
Interest expense | (2,369) | (313) |
Other (expense) income, net | (482) | 181 |
LOSS BEFORE INCOME TAXES | (30,450) | (38,386) |
INCOME TAX EXPENSE | (19) | (6,102) |
NET LOSS | $ (30,469) | $ (44,488) |
Basic and diluted loss per common share | $ (1.31) | $ (2.26) |
Weighted average shares outstanding, basic and diluted | 23,259 | 19,677 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Health at Work Wellness Actuaries LLC [Member] | White Sky, Inc. [Member] | Common Stock [Member] | Common Stock [Member]Health at Work Wellness Actuaries LLC [Member] | Common Stock [Member]White Sky, Inc. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Health at Work Wellness Actuaries LLC [Member] | Additional Paid-in Capital [Member]White Sky, Inc. [Member] | Treasury Stock [Member] | Treasury Stock [Member]White Sky, Inc. [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2014 | $ 65,127 | $ 222 | $ 123,975 | $ (32,696) | $ (26,374) | |||||||
Beginning balance, shares at Dec. 31, 2014 | 22,158 | |||||||||||
Beginning balance, treasury shares at Dec. 31, 2014 | (3,180) | |||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | (1,071) | $ 8 | (1,079) | |||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, shares | 806 | |||||||||||
Share based compensation | 5,441 | 5,441 | ||||||||||
Tax benefit of stock options exercised and vesting of restricted stock units | (740) | (740) | ||||||||||
Stock issuance, net of costs | 7,394 | $ 30 | 7,364 | |||||||||
Stock issuance, net of costs, shares | 3,000 | |||||||||||
Issuance of common stock related to acquisition | $ 1,551 | $ 576 | $ 4 | $ 3 | $ 1,547 | $ 1,197 | $ (624) | |||||
Issuance of common stock related to acquisition, shares | 413 | 353 | (210) | |||||||||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock | (312) | $ (312) | ||||||||||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock, shares | (104) | |||||||||||
Net loss | (44,488) | (44,488) | ||||||||||
Ending balance at Dec. 31, 2015 | $ 33,478 | $ 267 | 137,705 | $ (33,632) | (70,862) | |||||||
Ending balance, shares at Dec. 31, 2015 | 26,730 | |||||||||||
Ending balance, treasury shares at Dec. 31, 2015 | (3,494) | (3,494) | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units | $ (334) | $ 4 | (338) | |||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock units, shares | 343 | |||||||||||
Share based compensation | 4,882 | 4,882 | ||||||||||
Issuance of common stock related to acquisition | $ 2 | $ (2) | ||||||||||
Issuance of common stock related to acquisition, shares | 230 | |||||||||||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock | (190) | $ (190) | ||||||||||
Withholding of restricted stock to satisfy tax withholding obligations upon the vesting of the related restricted stock, shares | (76) | |||||||||||
Net loss | (30,469) | (30,469) | ||||||||||
Ending balance at Dec. 31, 2016 | $ 7,367 | $ 273 | $ 142,247 | $ (33,822) | $ (101,331) | |||||||
Ending balance, shares at Dec. 31, 2016 | 27,303 | |||||||||||
Ending balance, treasury shares at Dec. 31, 2016 | (3,570) | (3,570) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (30,469) | $ (44,488) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation | 6,238 | 5,977 |
Depreciation of other operating assets | 24 | |
Amortization | 577 | 687 |
Deferred income tax, net | 13,356 | |
Amortization of debt issuance cost | 884 | 109 |
Provision for doubtful accounts | (89) | 100 |
Adjustment for surplus and obsolete inventories | 801 | |
Loss on disposal of fixed assets | 451 | 65 |
Share based compensation | 4,882 | 5,441 |
Amortization of deferred subscription solicitation and commission costs | 12,656 | 17,538 |
Impairment of goodwill, intangibles and other assets | 8,471 | 17,673 |
Changes in assets and liabilities: | ||
Accounts receivable | 57 | 7,221 |
Prepaid expenses and other current assets | 3,661 | 979 |
Inventory, net | (2,585) | (2,253) |
Income tax, net | 4,415 | (1,036) |
Deferred subscription solicitation and commission costs | (10,744) | (17,578) |
Other assets | 79 | 782 |
Accounts payable | (845) | (2,147) |
Accrued expenses and other current liabilities | (4,895) | (3,305) |
Accrued payroll and employee benefits | (2,793) | 1,810 |
Commissions payable | (59) | (94) |
Deferred revenue | 5,916 | (532) |
Other long-term liabilities | (554) | (574) |
Cash flows used in operating activities | (3,921) | (269) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition of technology related intangible | (202) | |
Cash paid for the business acquisitions | (626) | |
Increase in restricted cash | (375) | |
Proceeds from sale of property and equipment | 394 | |
Acquisition of property and equipment | (6,685) | (4,212) |
Cash flows used in investing activities | (6,609) | (5,040) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt | 20,000 | |
Repayments of debt | (6,568) | |
Cash paid for debt issuance costs | (1,990) | |
Stock issuance proceeds, net of stock issuance costs | 7,394 | |
Capital lease payments | (719) | (696) |
Withholding tax payment on vesting of restricted stock units and stock option exercises | (486) | (1,243) |
Cash flows provided by financing activities | 10,237 | 5,455 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (293) | 146 |
CASH AND CASH EQUIVALENTS — Beginning of period | 11,471 | 11,325 |
Less: cash reclassified to assets held for sale at end of period | (321) | |
CASH AND CASH EQUIVALENTS — End of period | 10,857 | 11,471 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,641 | 179 |
Cash paid for taxes | 28 | 230 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Equipment obtained under capital lease, including acquisition costs | 923 | 926 |
Equipment additions accrued but not paid | 423 | 115 |
Shares withheld in lieu of withholding taxes on vesting of restricted stock awards | 39 | 141 |
Transfer of land and building to held for sale | 214 | |
White Sky, Inc. [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash received for the liquidating distribution of White Sky, Inc. | 57 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Shares issued in the business acquired, net of liquidating distributions | 576 | |
Health at Work Wellness Actuaries LLC [Member] | ||
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Share based compensation | $ 1,100 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Shares issued in the business acquired | $ 1,551 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business We provide innovative, information based solutions that help consumers manage risks and make better informed life decisions. Under our IDENTITY GUARD ® ® ™ ™ ® ® ™ ™ ™ ™ We also operate three other reportable segments: Insurance and Other Consumer Services, Bail Bonds Industry Solutions and Pet Health Monitoring. We sold the business comprising the Bail Bonds Industry Solutions segment in February 2017, and we ceased operations and are actively exiting the Pet Health Monitoring segment as part of our strategy to have a singular focus on our Personal Information Services segment. Corporate headquarter office transactions including, but not limited to, legal, human resources, finance and internal audit expenses that have not been attributed to a particular segment are reported in our Corporate business unit. Our Insurance and Other Consumer Services segment includes insurance and membership products for consumers, delivered on a subscription basis. We are not planning to develop new business in this segment and are experiencing normal subscriber attrition due to ceased marketing and retention efforts. Some of our legacy subscriber portfolios have been cancelled, and our continued servicing of other subscribers may be cancelled as a result of actions taken by one or more financial institutions. Our Bail Bonds Industry Solutions segment includes the automated service solutions for the bail bonds industry provided by Captira Analytical (“Captira”). As of December 31, 2016 this segment was classified as held for sale in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This segment’s operating results have not had a significant impact on our consolidated financial results and are not expected to qualify as a discontinued operation. Effective January 31, 2017, we divested our ownership in Captira. For additional information, please see Notes 5 and 25. Our Pet Health Monitoring segment includes the health and wellness monitoring products and services for veterinarians and pet owners through our subsidiary, i4c, which does business as Voyce. Voyce is our pet health monitoring platform and information management service that collects, translates, monitors, and distributes biometric data from our proprietary Health Monitors to veterinarians and consumers. Voyce generated substantial losses from formation to 2016 and, after concentrated efforts, was unable to generate an acceptable level of revenue. As a result of actions taken by our Board of Directors to refocus on our principal marketplace of identity and privacy protection, this business ceased primary operations in the fourth quarter of 2016 and is expected to be wound down in an orderly manner in the first half of 2017. Following the completed disposition of the business, we expect the results of this segment will be reported as a discontinued operation in accordance with U.S. GAAP. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared by us in accordance with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission and in management’s opinion reflect all normal and recurring adjustments necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. They include the accounts of the Company and our subsidiaries. In the year ended December 31, 2016, we implemented an allocation policy to charge a portion of general and administrative expenses from our Corporate business unit into our other segments. The charge is a reasonable estimate of the services provided by our Corporate business unit to support each segment’s operations. For comparability, the results of operations for the year ended December 31, 2015 have been recast to reflect this allocation. We have not recast our consolidated balance sheets or our consolidated statements of cash flows. Our decision to consolidate an entity is based on our assessment that we have a controlling financial interest in such entity. All intercompany transactions have been eliminated from the consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Restricted Cash We classify cash as restricted when the cash is unavailable for withdrawal or usage for general operations. Our restricted cash represents cash collateral to one commercial bank for corporate credit cards and electronic payments. Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets. Revenue Recognition We recognize revenue on 1) identity theft protection services, 2) insurance services and 3) other monthly membership products and transaction services. Our products and services are offered to consumers principally on a monthly subscription basis. Subscription fees billed by our clients are generally billed directly to the subscriber’s credit card, mortgage bill or demand deposit accounts. Subscription fees billed by us are generally billed directly to the subscriber’s credit card except for arrangements under which subscription fees are paid to us by our clients on behalf of the subscriber. The prices to subscribers of various configurations of our products and services range generally from $4.99 to $25.00 per month. As a means of allowing customers to become familiar with our services, our subscriptions periodically may be offered with trial, delayed billing or guaranteed refund periods. No revenues are recognized until applicable trial periods are completed. Identity Theft Protection Services We recognize revenue from our services when: a) persuasive evidence of an arrangement exists as we maintain signed contracts with all of our clients and paper and electronic confirmations with individual purchasers, b) delivery has occurred, c) the seller’s price to the buyer is fixed as sales are generally based on contract or list prices and payments from organizations are collected within 30 days with no significant write-offs, and d) collectability is reasonably assured as individual customers pay by credit card which has limited our risk of non-collection. Revenue for monthly subscriptions is recognized in the month the subscription fee is earned. We also generate revenue through a collaborative arrangement, which involves joint marketing and servicing activities. We recognize our share of revenues and expenses from this arrangement. Revenue for annual subscription fees must be deferred if the subscriber has the right to cancel the service and the service is earned over the year. Annual subscriptions include subscribers with full refund provisions at any time during the subscription period and pro-rata refund provisions. Revenue related to annual subscriptions with full refund provisions is recognized on the expiration of these refund provisions. Revenue related to annual subscribers with pro-rata provisions is recognized based on a pro-rata share of revenue earned. An allowance for discretionary subscription refunds is established based on our historical experience. For subscriptions with refund provisions whereby only the prorated subscription fee is refunded upon cancellation by the subscriber, deferred subscription fees are recorded when billed and amortized as subscription fee revenue on a straight-line basis over the subscription period, generally one year. We record revenue on a gross basis in the amount that we bill the subscriber when our arrangements provide for us to serve as the primary obligor in the transaction, we have latitude in establishing price and we bear the credit risk for the amount billed to the subscriber. We also provide services for which certain clients are the primary obligors directly to their customers. We record revenue in the amount that we bill certain clients, and not the amount billed to their customers, when our client is the primary obligor, establishes the price to the customer and bears the credit risk. Revenue from these arrangements is recognized on a monthly basis when earned, which is at the time we provide the service. Insurance Services We recognize revenue from our services when: a) persuasive evidence of an arrangement exists as we maintain paper and electronic confirmations with individual purchasers, b) delivery has occurred, c) the seller’s price to the buyer is fixed as the price of the product is agreed to by the customer as a condition of the sales transaction which established the sales arrangement, and d) collectability is reasonably assured as evidenced by our collection of revenue through the monthly mortgage payments of our customers or through checking account debits to our customers’ accounts. Revenues from insurance contracts are recognized when earned. For insurance products, we record revenue on a net basis as we perform as an agent or broker for the insurance products without assuming the risks of ownership of the insurance products. We participate in agency relationships with insurance carriers that underwrite insurance products offered by us. Accordingly, insurance premiums collected from customers and remitted to insurance carriers are excluded from our revenues and operating expenses. Insurance premiums collected but not remitted to insurance carriers as of December 31, 2016 and 2015 totaled $360 thousand and $444 thousand, respectively, and are included in accrued expenses and other current liabilities in our consolidated balance sheets. Other Membership Products and Transaction Services For other membership products, we record revenue on a gross basis as we serve as the primary obligor in the transactions, have latitude in establishing price and bear credit risk for the amount billed to the subscriber. Consulting services are offered to customers primarily on a fixed fee, retainer or commission basis. We recognize revenue from our consulting services when: a) persuasive evidence of an arrangement exists as we maintain contracts or electronic communication documenting the agreement, b) performance has occurred, c) the seller’s price to the buyer is fixed as the price of the services is agreed to by the customer as a condition of the sales transaction which established the sales arrangement, and d) collectability is reasonably assured as evidenced through a strong history of payment by our customers with no significant write-offs. We record revenue on a gross basis in the amount that we bill the customer when our arrangements provide for us to serve as the primary obligor in the transaction, we have latitude in establishing price and we bear credit risk for the amount billed to the customer. We record the net amount as commissions earned if we do not serve as the primary obligor and do not have latitude in establishing prices. We generate and recognize revenue from our services in our Bail Bonds Industry Solutions segment from providing management service solutions to the bail bond industry on a monthly subscription or transactional basis. We historically had an insignificant amount of revenue in our Pet Health Monitoring segment and, in late 2016, ceased primary operations in our Pet Health Monitoring segment. Therefore, we do not expect to recognize further operating revenue in the segment. Goodwill, Identifiable Intangibles and Other Long-Lived Assets We record, as goodwill, the excess of the purchase price over the fair value of the identifiable net assets acquired in purchase transactions. We review our goodwill for impairment annually, as of October 31, or more frequently if indicators of impairment exist. As required by U.S. GAAP, goodwill is reflected as an asset in our Personal Information Services and Insurance and Other Consumer Services segments’ balance sheets, resulting from our acquisitions of Health at Work Wellness Actuaries LLC (“Habits at Work”) and White Sky, Inc. (“White Sky”) in 2015 as well as our prior acquisition of IISI Insurance Services Inc. (“IISI”), formerly known as Intersections Insurance Services Inc., in 2006. In evaluating whether indicators of impairment exist, an initial assessment of qualitative factors to determine whether it is necessary to perform the goodwill impairment test can be utilized (commonly referred to as the step zero approach). For reporting units in which the qualitative assessment concludes it is more likely than not that the fair value is more than its carrying value, the guidance eliminates the requirement to perform further goodwill impairment testing. For those reporting units where a significant change or event occurs, and where potential impairment indicators exist, we continue to utilize a two-step quantitative assessment to test goodwill for impairment. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others (a) a significant decline in our expected future cash flows; (b) a sustained, significant decline in our stock price and market capitalization; (c) a significant adverse change in legal factors or in the business climate; (d) unanticipated competition; (e) the testing for recoverability of a significant asset group within a reporting unit; and (f) slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact in our consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. We estimate fair value using the best information available, using a combined income approach (discounted cash flow) and market based approach. The income approach measures the value of the reporting units by the present values of its economic benefits. These benefits can include revenue and cost savings. The market based approach measures the value of an entity through an analysis of recent sales or offerings of comparable companies and using revenue and other multiples of comparable companies as a reasonable basis to estimate our implied multiples. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for use of funds, trends within the industry, and risks associated with particular investments of similar type and quality as of the valuation date. In addition, we consider the uncertainty of realizing the projected cash flows in the analysis. The estimated fair values of our reporting units are dependent on several significant assumptions, including our earnings projections, and cost of capital (discount rate). The projections use management’s best estimates of economic and market conditions over the projected period including business plans, growth rates in sales, costs, and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, estimates of future capital expenditures, changes in future working capital requirements and overhead cost allocation, based on each reporting unit’s relative benefit received from the functions that reside in our Corporate business unit. We perform a detailed analysis of our Corporate overhead costs for purposes of establishing the overhead allocation baseline for the projection period. Overhead allocation methods include, but are not limited to, the percentage of the payroll within each reporting unit, allocation of existing support function costs based on estimated usage by the reporting units, and vendor specific costs incurred by Corporate that can be reasonably attributed to a particular reporting unit. These allocations are adjusted over the projected period in our discounted cash flow analysis based on the forecasted changing relative needs of the reporting units. Throughout the forecast period, the majority of Corporate’s total overhead expenses are allocated to our Personal Information Services reporting unit. We believe this overhead allocation method fairly allocates costs to each reporting unit, and we will continue to review, and possibly refine, these allocation methods as our businesses grow and mature. There are inherent uncertainties related to these factors and management’s judgment in applying each to the analysis of the recoverability of goodwill. We estimate fair value giving consideration to both the income and market approaches. Consideration is given to the line of business and operating performance of the entities being valued relative to those of actual transactions, potentially subject to corresponding economic, environmental, and political factors considered to be reasonable investment alternatives. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying value of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with its goodwill carrying value to measure the amount of impairment charge, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of that reporting unit was the purchase price paid. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. As of December 31, 2016, goodwill of $347 thousand resided in our Insurance and Other Consumer Services reporting unit and goodwill of $9.4 million resided in our Personal Information Services reporting unit. There is no goodwill remaining in our other reporting units. For additional information, please see Note 13. We review long-lived assets, including finite-lived intangible assets, property and equipment and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved. In conducting our analysis, we would compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment charge is measured and recognized. An impairment charge is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated by discounting the future cash flows associated with these assets. Intangible assets subject to amortization may include customer, marketing and technology related intangibles, as well as trademarks. Such intangible assets, excluding customer related intangibles, are amortized on a straight-line basis over their estimated useful lives, which are generally two to ten years. Customer related intangible assets are amortized on either a straight-line or accelerated basis, depending upon the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. Deferred Subscription Solicitation and Advertising Our deferred subscription solicitation costs consist of subscription acquisition costs, including telemarketing, web-based marketing expenses, digital media and direct mail such as printing and postage. We expense advertising costs the first time advertising takes place, except for direct-response marketing costs. Telemarketing, web-based marketing and direct mail expenses are direct response marketing costs, which are amortized on a cost pool basis over the period during which the future benefits are expected to be received, but no more than 12 months. The recoverability of amounts capitalized as deferred subscription solicitation costs are evaluated at each balance sheet date by comparing the carrying amounts of such assets on a cost pool basis to the probable remaining future benefit expected to result directly from such advertising costs. Probable remaining future benefit is estimated based upon historical subscriber patterns, and represents net revenues less costs incurred to earn those revenues. In estimating probable future benefit (on a per subscriber basis) we deduct our contractual cost to service that subscriber from the known sales price. We then apply the future benefit (on a per subscriber basis) to the number of subscribers expected to be retained in the future to arrive at the total probable future benefit. In estimating the number of subscribers we will retain (i.e., factoring in expected cancellations), we utilize historical subscriber patterns maintained by us that show attrition rates by client, product and marketing channel. The total probable future benefit is then compared to the costs of a given marketing campaign (i.e., cost pools), and if the probable future benefit exceeds the cost pool, the amount is considered to be recoverable. If direct response advertising costs were to exceed the estimated probable remaining future benefit, an adjustment would be made to the deferred subscription costs to the extent of any shortfall. Commission Costs Commissions that relate to annual subscriptions with full refund provisions and monthly subscriptions are expensed when incurred, unless we are entitled to a refund of the commissions from our client. If annual subscriptions are cancelled prior to their initial terms, we are generally entitled to a full refund of the previously paid commission for those annual subscriptions with a full refund provision and a pro-rata refund, equal to the unused portion of the subscription, for those annual subscriptions with a pro-rata refund provision. Commissions that relate to annual subscriptions with full commission refund provisions are deferred until the earlier of expiration of the refund privileges or cancellation. Once the refund privileges have expired, the commission costs are recognized ratably in the same pattern that the related revenue is recognized. Commissions that relate to annual subscriptions with pro-rata refund provisions are deferred and charged to operations as the corresponding revenue is recognized. If a subscription is cancelled, upon receipt of the refunded commission from our client, we record a reduction to the deferred commission. Debt Issuance Costs Debt issuance costs are capitalized and amortized to interest expense using the effective interest method over the life of the related debt agreements. The effective interest rate applied to the amortization is reviewed periodically and may change if actual principal repayments of the term loan differ from estimates. In accordance with U.S. GAAP, short-term and long-term debt are presented net of the unamortized debt issuance costs in our consolidated balance sheets. Classification of Debt In March 2016, we and our subsidiaries entered into a credit agreement with Crystal Financial SPV LLC, which was amended in December 2016 and February 2017 (“Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, we are required to make certain prepayments on our term loan with Crystal Financial SPV LLC in addition to scheduled quarterly repayments, including but not limited to proceeds received from certain tax refunds, asset dispositions, extraordinary receipts, excess cash flows (as defined in the Amended Credit Agreement) and equity issuances. Scheduled quarterly repayments and estimated prepayments that we expect to remit in the next twelve months are classified as the current portion of long-term debt in our consolidated financial statements, net of unamortized debt issuance costs to be amortized in the next twelve months based on the current effective interest rate applied. Share Based Compensation We currently issue equity and equity-based awards under the 2014 Stock Incentive Plan (the “Plan”). Individual awards under the 2014 Stock Incentive Plan may take the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards and/or restricted stock units. The Compensation Committee administers the Plan, selects the individuals who will receive awards and establishes the terms and conditions of those awards. Restricted stock units in the Plan that have expired, terminated, or been canceled or forfeited are available for issuance or use in connection with future awards. We use the Black-Scholes option-pricing model to value all options and the straight-line method to amortize this fair value as compensation cost over the requisite service period. The fair value of each option granted has been estimated as of the date of grant with the following weighted-average assumptions for the year ended December 31, 2016. During the year ended December 31, 2015, we did not grant stock options. Expected Dividend Yield. Under the Amended Credit Agreement, we are currently prohibited from declaring and paying dividends and therefore, the dividend yield was zero. Expected Volatility. The expected volatility of options granted was estimated based upon our historical share price volatility based on the expected term of the underlying grants, or approximately 45%. Risk-free Interest Rate. The yield on actively traded non-inflation indexed U.S. Treasury notes was used to extrapolate an average risk-free interest rate based on the expected term of the underlying grants, or approximately 1.1%. Expected Term. The expected term of options granted was determined by considering employees’ historical exercise patterns, or approximately 4.8 years. We will continue to review our estimate in the future and adjust it, if necessary, due to changes in our historical exercises. In accordance with U.S. GAAP, we assess the probability that the performance conditions of our performance-based restricted stock units (“PBRSUs”) will be achieved and record share based compensation expense based on the probable outcome of that performance condition. Vesting of the PBRSUs is dependent upon continued employment and achievement of defined performance goals for the year, which is based upon Adjusted EBITDA as defined and determined by the Compensation Committee of the Board of Directors. We recognize the share based compensation expense ratably over the implied service period. The PBRSUs will vest no later than March 15 of the year after they are granted. We may make changes to our assessment of probability and therefore, adjust share based compensation expense accordingly throughout the vesting period. Income Taxes We account for income taxes under the applicable provisions of U.S. GAAP, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and future reversal of existing deferred tax assets and liabilities, sufficient sources of taxable income in available carryback periods, tax-planning strategies, and historical results of recent operations. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three trailing years of cumulative operating income (loss). Valuation allowances are provided, if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. We believe that our tax positions comply with applicable tax law. As a matter of course, we may be audited by various taxing authorities and these audits may result in proposed assessments where the ultimate resolution may result in us owing additional taxes. U.S. GAAP addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. U.S. GAAP provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Our income tax expense and liability and/or receivable, deferred tax assets and liabilities, and liabilities for uncertain tax benefits reflect management’s best assessment of estimated current and future taxes to be paid or received. Significant judgments and estimates are required in determining the consolidated income tax expense. Contingent Liabilities The Company may become involved in litigation or other financial claims as a result of our normal business operations. We periodically analyze currently available information and make a determination of the probability of loss and provide a range of possible loss when we believe that sufficient and appropriate information is available. We accrue a liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued. We do not accrue a liability when the likelihood that the liability has been incurred is believed to be probable but the amount cannot be reasonably estimated or when the likelihood that a liability has been incurred is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact could potentially be material, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. Inventory Inventory consists of raw materials for our Voyce products. Inventories are valued using the first-in, first-out method and are carried at the lower of cost or net realizable value. Cash and Cash Equivalents We consider all highly liquid investments, including those with an original maturity of 90 days or less, to be cash equivalents. Property and Equipment Property and equipment we purchase is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets ranging from three to five years. Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability and included in current and/or long-term debt based on the lease term. Leasehold improvements are depreciated using the straight-line method over the remaining lease term. We develop software for our internal use and capitalize the estimated software development costs incurred during the application development stage in accordance with U.S. GAAP. Costs incurred prior to and after the application development stage are charged to expense. When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life, which is generally three years. We regularly review our capitalized software projects for impairment. Fair Value Measurements We account for certain assets and liabilities at fair value in accordance with U.S. GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The framework for measuring fair value provides a hierarchy that prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 — Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. We do not have any instruments that are measured at fair value on a recurring basis. Our goodwill, intangible and long-lived assets are subject to non-recurring fair value measurements. For financial instruments such as cash and cash equivalents, trade accounts receivable, inventory, leases payable, accounts payable and short-term debt, we consider the recorded value of the financial instruments to approximate the fair value based on the short-term nature of these financial instruments. Treasury Stock We account for treasury stock under the cost method and include treasury stock as a component of stockholders’ equity. We did not repurchase any common stock in the years ended December 31, 2016 or 2015. In the year ended December 31, 2015, we received 210 thousand shares of our common stock related to the liquidating distribution of WS Delaware, Inc. For additional information please see Notes 4 and 17. In addition, as a result of shares withheld for tax purposes on the vesting of a restricted stock award, we increased our treasury shares by 76 thousand in the year ended December 31, 2016. |
Accounting Standards Updates
Accounting Standards Updates | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Updates | 3. Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates (ASUs). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements (or Other Significant Matters ASU 2015-03, Interest--Imputation of Interest (Subtopic 835-30) To simplify presentation of debt issuance costs, this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. January 1, 2016 Retrospective We did not have retrospective adjustments, as debt issuance costs were related to an undrawn line of credit. Prospectively, we recorded the debt issuance costs incurred from the execution of the Credit Agreement as a direct reduction to the carrying value of the debt liability. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, by creating a new Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the trade of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize 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. Additionally, various updates have been issued during 2015 and 2016 to clarify the guidance in Topic 606. January 1, 2018 1) Retrospectively to each prior reporting period presented or 2) retrospectively with the cumulative effect of initially applying these updates recognized at the date of initial application. We are currently in the planning stage and have not yet begun implementation of the new standard. We have not yet determined the potential impact to our consolidated financial statements or the method by which we will adopt the standard. ASU 2016-02, Leases (Topic 842) The primary amendments in this update require the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements. January 1, 2019 Modified retrospective We are currently in the planning stage and have not yet begun implementation of the new standard. We have not yet determined the potential impact to our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update clarifies the guidance regarding the classification of operating, investing, and financing activities for certain types of cash receipts and payments. January 1, 2018 Retrospective We are currently in the process of evaluating the impact of adoption, if any, to our consolidated financial statements. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions Health at Work Wellness Actuaries LLC (“Habits at Work”) On March 3, 2015, our wholly owned subsidiary, IISI, acquired the business from Habits at Work. Habits at Work designs wellness-driven health plans and engagement programs for employers, insurers and wellness groups. Our acquisition of the business from Habits at Work aligned with our growth strategy at that time to build our Insurance and Other Consumer Services segment through a combination of innovative insurance and non-insurance services for consumers, employers and the insurance industry. In connection with this acquisition, we issued 413 thousand shares of common stock to Habits at Work. The following table summarizes the consideration transferred to Habits at Work (in thousands): Common stock $ 1,551 Cash 1 Fair value of total consideration transferred $ 1,552 We are obligated under the asset purchase agreement to make aggregate earn-out payments to the members of Habits at Work during three one-year measurement periods from March 1, 2015 through February 28, 2018 of up to approximately $1.0 million per measurement period, based upon revenue generated by the legacy business during such measurement periods and subject to the terms and conditions specified in the asset purchase agreement. In accordance with U.S. GAAP, we record the earn-out payments as post-combination share based compensation expense based upon the grant date share price of our common stock of $3.75, which is recognized pro-rata over the requisite service period and included in general and administrative expenses in our consolidated statements of operations. The earn-out is subject to performance and service vesting conditions and is payable in stock and a portion in cash, depending on the market price of the stock in accordance with the asset purchase agreement. We estimated the expense for both the equity and liability awards, and because vesting and other conditions may impact the number of common shares issued, the amount of future share based compensation expense may vary based upon those conditions. In the year ended December 31, 2016, we issued approximately 230 thousand shares of our common stock and paid $64 thousand in cash related to the earn-out payment for the first Measurement Period. As of December 31, 2016, we estimated the value of the earn-out payment for the second measurement period to be approximately $706 thousand, to be paid in shares of common stock. In the year ended December 31, 2016, we recorded $1.1 million of share based compensation expense in relation to this agreement, and we do not anticipate any additional compensation expense for the second measurement period. Additionally, due to planned exit of the Habits at Work business, we do not expect to incur any compensation expense related to the third measurement period. In accordance with U.S. GAAP, we used the acquisition method of accounting, which requires that assets acquired, including intangible assets, be recognized at their fair value as of the acquisition date. The determination was made by management through various means, primarily by obtaining a third party valuation of identifiable intangible assets acquired. The following table summarizes the final fair values of the assets acquired at the date of acquisition (in thousands): Technology-related intangible asset $ 882 Marketing-related intangible asset 43 Furniture and fixtures, net 3 Deferred tax liability (369 ) Total identifiable net assets 559 Goodwill 993 Net assets acquired $ 1,552 The goodwill arising from the acquisition consists largely of an assembled workforce and economies of scale of the combined operations. All of the goodwill was originally assigned to the Insurance and Other Consumer Services segment and is not expected to be deductible for income tax purposes. Acquisition-related costs in connection with the Habits at Work transaction for the year ended December 31, 2015 were $88 thousand and are included in general and administrative expenses in our consolidated statements of operations. The financial impact of the acquisition of Habits at Work is not material to our consolidated financial statements. Accordingly, pro forma results of operations and other disclosures have not been presented. White Sky, Inc. On June 26, 2015, we acquired all of the assets and certain liabilities of White Sky. White Sky innovates and develops easy-to-use consumer authentication and e-commerce solutions. Our acquisition of the business from White Sky provides opportunities to expand product integration as well as development, marketing and operational efficiencies in our Personal Information Services segment. In connection with this acquisition, and subject to post-closing adjustments in accordance with the asset purchase agreement, we issued 353 thousand shares of common stock to White Sky and received back 210 thousand shares of our common stock as a liquidating distribution during the year ended December 31, 2015. Under the terms of the purchase agreement, White Sky was required to make liquidating distributions to its shareholders, including us, in accordance with the preferences set forth in White Sky’s Eighth Amended and Restated Certificate of Incorporation (the “distributions”). In the year ended December 31, 2016, we received the final liquidating cash distributions, which were not significantly different from our estimated amounts made at the first reporting date. The following table summarizes the final purchase price transferred to White Sky (in thousands): Common stock, net of distribution of $624 thousand $ 576 Cash, net of distribution of $405 thousand 796 Fair value of purchase price transferred 1,372 Fair value of previously held equity interest in White Sky 1,029 $ 2,401 In accordance with U.S. GAAP, we remeasured our previously held equity interest in White Sky to fair value immediately prior to the acquisition. We remeasured the long-term investment using a form of the market approach, including the actual observable price paid for the assets in the year ended December 31, 2015, less the estimated liquidating shareholder distribution amounts. Based on this analysis, we determined that the fair value of our cost basis investment of $1.0 million was less than the carrying value of $8.4 million, and therefore we recognized an impairment charge of $7.4 million in the year ended December 31, 2015, which is included in impairment of intangibles and other assets in our consolidated statements of operations. For additional information regarding the inputs to the pre-acquisition fair value, please see Note 7. In accordance with U.S. GAAP, we used the acquisition method of accounting, which requires that assets acquired, including intangible assets, be recognized at their fair value as of the acquisition date. The determination was made by management through various means, primarily by obtaining a third party valuation of identifiable intangible assets acquired. The following table summarizes the final fair values of the assets acquired at the date of acquisition (in thousands): Technology-related intangible assets $ 240 Customer-related intangible assets 140 Marketing-related intangible assets 110 Debt-free net working capital 104 Furniture and fixtures, net 90 Deposits 52 Equipment loans (25 ) Total identifiable net assets 711 Goodwill 1,690 $ 2,401 The goodwill arising from the acquisition consists largely of an assembled workforce and economies of scale of the combined operations. All of the goodwill was assigned to the Personal Information Services segment and is expected to be deductible for income tax purposes over 15 years. Acquisition-related costs in connection with the White Sky transaction for the year ended December 31, 2015 were $159 thousand and are included in general and administrative expenses in our consolidated statements of operations. Supplemental Pro Forma Information White Sky’s operating results from the date of acquisition through June 30, 2015 are insignificant, and therefore those results were excluded from our consolidated statements of operations. Therefore, we began to include White Sky’s results of operations in our financial results beginning in the three months ended September 30, 2015. The following unaudited pro forma results have been prepared as if the acquisition of White Sky occurred on January 1, 2014 (in thousands): Year ended December 31, 2015 Pro forma revenue $ 206,121 Pro forma net loss $ (45,305 ) White Sky’s results of operations are included in our financial results for the year ended December 31, 2016, and any pro forma adjustments are not material to our consolidated financial statements. Accordingly, pro forma results of operations and other disclosures have not been presented for the year ended December 31, 2016. The pro forma amounts presented have been calculated after applying our accounting policies and adjusting the results to reflect additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, eliminating intercompany transactions and the associated income tax impacts. Supplemental pro forma earnings for the year ended December 31, 2015 were adjusted to exclude $284 thousand of acquisition-related costs incurred by both us and White Sky in the year ended December 31, 2015. The pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated as of January 1, 2014, nor is it indicative of future operating results. The pro forma information does not include any adjustments for potential revenue enhancements, cost synergies or other operating efficiencies. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | 5. Assets and Liabilities Held for Sale In 2016, our Board of Directors approved a plan to sell Captira, which comprises our Bail Bonds Industry Solutions segment. Captira met all the criteria under U.S. GAAP to classify its assets and liabilities as held for sale in our consolidated balance sheets as of December 31, 2016. The disposal does not represent a strategic shift that will have a major effect on operations and financial results, and therefore, it is not expected to qualify as a discontinued operation. For information on the operating results of the Bail Bonds Industry Solutions segment, please see Note 23. The major classes of assets and liabilities held for sale related to Captira in the consolidated balance sheet consist of the following: December 31, 2016 Assets of disposal group held for sale: Cash and cash equivalents $ 321 Accounts receivable, net 177 Prepaid expenses and other current assets 97 Property and equipment, net 247 Other assets 6 Write-down to fair value (744 ) Total assets of disposal group held for sale $ 104 Liabilities of disposal group held for sale: Accounts payable $ 9 Accrued expenses and other current liabilities 15 Accrued payroll and employee benefits 80 Total liabilities of disposal group held for sale $ 104 As part of the required evaluation under U.S. GAAP, we determined that the approximate fair value less costs to sell the business was significantly lower than the carrying value of the net assets, and as a result, we recorded an impairment charge of $744 thousand, which is included in impairment of intangibles and other assets in our consolidated statements of operations for the year ended December 31, 2016. We completed the sale of Captira, effective January 31, 2017. For additional information, please see Note 25. |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 6. Earnings Per Common Share Basic and diluted loss per common share is determined in accordance with the applicable provisions of U.S. GAAP. Basic loss per common share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted loss per common share is equivalent to basic loss per common share, as U.S. GAAP provides that a loss cannot be diluted by potential common stock, which includes the potential exercise of stock options under our share based employee compensation plans and vesting of our restricted stock/restricted stock units. For the years ended December 31, 2016 and 2015, options to purchase common stock and unvested restricted stock units estimated to be 4.4 million and 3.6 million shares, respectively, were excluded from the computation of diluted income per common share as their effect would be anti-dilutive. These shares could dilute earnings per common share in the future. A reconciliation of basic loss per common share to diluted loss per common share is as follows (in thousands, except per share data): 2016 2015 Net loss available to common shareholders — basic and diluted $ (30,469 ) $ (44,488 ) Weighted average common shares outstanding — basic 23,259 19,677 Dilutive effect of common stock equivalents — — Weighted average common shares outstanding — diluted 23,259 19,677 Net loss per common share — basic and diluted $ (1.31 ) $ (2.26 ) |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. Fair Value Measurement Our cash and any investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy as they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued are based on quoted market prices in active markets and are primarily U.S. government and agency securities and money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. For financial instruments such as cash and cash equivalents, trade accounts receivable, leases payable, accounts payable and short-term debt, we consider the recorded value of the financial instruments to approximate the fair value based on the short-term nature of these financial instruments. We did not have any transfers in or out of Level 1 and Level 2 in the years ended December 31, 2016 or 2015. We did not hold any significant instruments that are measured at fair value on a recurring basis as of December 31, 2016 or 2015. On a non-recurring basis, we measured goodwill under Level 3 of the fair value hierarchy as of December 31, 2015. For additional information related to our valuation technique and inputs used in the fair value measurement, please see Note 13. The fair value of our assets measured on a non-recurring basis during the year ended December 31, 2016 is as follows (in thousands): Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Assets: Assets held for sale — December 31, 2016 $ 104 $ — $ 104 $ — $ (744 ) In accordance with U.S. GAAP, assets held for sale with a carrying amount of $848 thousand were impaired to the estimated fair value of $104 thousand (Level 2), resulting in a loss of $744 thousand, which is included in impairment of intangibles and other assets in our consolidated statement of operations for the year ended December 31, 2016. For additional information related to long-lived assets held for sale, please see Note 11. We are required under U.S. GAAP to remeasure the fair value of a previously held investment at the date controlling interest is acquired. Therefore, on a non-recurring basis, we measured our long-term investment in White Sky immediately prior to the acquisition of substantially all of White Sky’s assets under Level 2 of the fair value hierarchy in the year ended December 31, 2015. We remeasured the long-term investment using a form of the market approach, including the actual observable price paid for the assets in the year ended December 31, 2015, less estimated liquidating shareholder distribution amounts. Based on this analysis, we determined that the fair value of our cost basis investment was less than the carrying value, and therefore we recognized an impairment charge of $7.4 million in the year ended December 31, 2015, which is included in our consolidated statements of operations. We have historically utilized the income approach, based on discounted cash flows, to measure the fair value of our long-term investment. However, due to the acquisition of White Sky and the availability of an observable, quoted price for identifiable assets and liabilities in an orderly transaction, we appropriately modified our valuation technique. For additional information related to the acquisition, please see Note 4. As of December 31, 2016, the carrying value of our long-term debt approximated its fair value due to the variable interest rate. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets The components of our prepaid expenses and other current assets were as follows: December 31, 2016 December 31, 2015 (in thousands) Prepaid services $ 873 $ 709 Other prepaid contracts 2,300 3,416 Restricted cash 375 — Other 316 3,399 $ 3,864 $ 7,524 In the year ended December 31, 2016, we reclassified $2.6 million to inventory from prepaid expenses and other current assets. For additional information, please see Note 9. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | 9. Inventory We had an inventory balance of $250 thousand as of December 31, 2016, which was equal to the estimated salvage value of raw materials for our Pet Health Monitoring segment. We had an inventory balance of $2.3 million as of December 31, 2015, which included $1.9 million of finished goods and $358 thousand of raw materials for our Pet Health Monitoring segment. In the year ended December 31, 2016, we elected not to retain our existing manufacturer for future production of finished goods for our Pet Health Monitoring segment. As a result, we applied our deposit, which was for the ongoing purchase of component parts by the manufacturer, to the payment due for new raw materials on hand and reclassified $2.6 million to inventory from prepaid expenses and other current assets. In the year ended December 31, 2016, we recorded inventory impairment of $3.8 million based on estimated salvage values, primarily due to the discontinuation of our Voyce operations, which is included in impairment of intangibles and other assets in our consolidated statements of operations. Additionally, we recorded an adjustment for surplus and obsolete inventories of $801 thousand , which is included in cost of hardware revenue in our consolidated statements of operations. |
Deferred Subscription Solicitat
Deferred Subscription Solicitation and Commission Costs | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Deferred Subscription Solicitation and Commission Costs | 10. Deferred Subscription Solicitation and Commission Costs Total deferred subscription solicitation and commission costs included in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 was $5.1 million and $7.0 million, respectively. Amortization of deferred subscription solicitation and commission costs, which are included in either marketing or commission expense in our consolidated statements of operations, for the years ended December 31, 2016 and 2015 were $12.6 million and $17.5 million, respectively. Marketing costs for the years ended December 31, 2016 and 2015, which are included in marketing expenses in our consolidated statements of operations as they did not meet the criteria for deferral, were $3.0 million and $4.1 million, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 11. Property and Equipment Property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 (in thousands) Machinery and equipment $ 15,345 $ 16,507 Software 20,381 19,716 Software development-in-progress (1) 584 584 Furniture and fixtures 1,239 1,406 Leasehold improvements 2,900 3,610 40,449 41,823 Less: accumulated depreciation (29,591 ) (28,385 ) Less: held for sale, net (247 ) — Property and equipment — net $ 10,611 $ 13,438 __________________________________ (1) Includes costs associated with software projects which are still in the application development stage as of December 31, 2016 and 2015 and as such, are not being amortized. Depreciation of property and equipment for the years ended December 31, 2016 and 2015 was $6.2 million and $6.0 million, respectively. During the year ended December 31, 2016, we had retirements that reduced our property and equipment and accumulated depreciation balances by $3.7 million and $2.4 million, respectively. Additionally, we recorded impairments of property and equipment in the year ended December 31, 2016 that reduced our property and equipment and accumulated depreciation balances by $5.6 million and $2.6 million, respectively (including the impairment of internally developed capitalized software discussed below), substantially all of which was related to the decision to wind down our Pet Health Monitoring business. During the year ended December 31, 2015, we had retirements that reduced our property and equipment and accumulated depreciation balances by $13.2 million. During the year ended December 31, 2015, management approved a plan to sell a building and land located in Arlington Heights, Illinois with a cost basis of $750 thousand and a total carrying amount of $214 thousand, which we classified as held for sale and included in prepaid and other current assets in our consolidated balance sheets. We sold the building and land in the year ended December 31, 2016 and recorded a gain of $180 thousand, which is included in general and administrative expenses in our consolidated statements of operations. The property was previously owned by our Insurance and Other Consumer Services segment, which now leases back the office space. We record internally developed capitalized software as a component of software in property and equipment in our consolidated balance sheets. We regularly review our capitalized software projects for impairment. In the year ended December 31, 2016, we recorded a $1.9 million impairment of internally developed capitalized software related to the cessation of primary operations in our Pet Health Monitoring segment. We had no impairments of internally developed capitalized software in the year ended December 31, 2015. We record depreciation for internally developed capitalized software in depreciation expense in our consolidated statements of operations. Internally developed capitalized software consisted of the following during the year ended December 31, 2016 and 2015 (in thousands): Gross Carrying Amount Accumulated Depreciation Net Carrying Amount Balance at December 31, 2014 $ 13,754 $ (11,169 ) $ 2,585 Additions 7,810 — 7,810 Disposals (6,982 ) 6,982 — Depreciation expense — (2,693 ) (2,693 ) Balance at December 31, 2015 14,582 (6,880 ) 7,702 Additions 5,179 — 5,179 Disposals (606 ) 434 (172 ) Depreciation expense — (3,742 ) (3,742 ) Impairment (4,140 ) 2,257 (1,883 ) Balance at December 31, 2016 $ 15,015 $ (7,931 ) $ 7,084 Depreciation expense for the future periods related to capitalized software no longer in the application development stage is indicated below (in thousands): For the years ending December 31: 2017 $ 3,278 2018 2,400 2019 1,406 Total $ 7,084 Leased property consisting of machinery and equipment held under capital leases and included in property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 (in thousands) Leased property consisting of machinery and equipment $ 2,093 $ 3,104 Less: accumulated depreciation (737 ) (1,229 ) Leased property, net $ 1,356 $ 1,875 During the years ended December 31, 2016 and 2015, we entered into new capital leases for fixed assets with acquisition values of $884 thousand and $1.0 million, respectively. In the year ended December 31, 2016, we disposed of fixed assets, primarily fulfillment equipment , subject to capital lease with an acquisition value of we disposed of fixed assets, primarily fulfillment equipment , subject to capital lease with an acquisition value of $ 1.8 million and accumulated depreciation of $ 1.6 million |
Long-Term Investments
Long-Term Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Long-Term Investments | 12. Long-Term Investments On June 26, 2015, we acquired substantially all of the assets and certain liabilities of White Sky. As a result, as of December 31, 2015, we no longer have a cost method investment and included the assets acquired from White Sky in our consolidated balance sheets, and beginning in the three months ended September 30, 2015, included White Sky’s results of operations in our consolidated statements of operations. In accordance with U.S. GAAP, we were required to remeasure our long-term investment in White Sky to fair value immediately prior to the acquisition. We remeasured the fair value of White Sky using the stock and cash consideration paid to acquire substantially all the assets, less the estimated liquidating shareholder distributions to us, which resulted in an acquisition-date fair value of our investment of approximately $1.0 million. Since the carrying value of $8.4 million was in excess of the acquisition-date fair value, we recorded an impairment charge of $7.4 million in the year ended December 31, 2015. For additional information, please see Note 4. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 13. Goodwill and Intangibles Changes in the carrying amount of goodwill are as follows (in thousands): Personal Information Services Reporting Unit Insurance and Other Consumer Services Reporting Unit Bail Bonds Industry Solutions Reporting Unit Totals Balance as of December 31, 2016: Gross carrying amount $ 35,253 $ 10,665 $ 1,390 $ 47,308 Accumulated impairment losses (25,837 ) (10,318 ) (1,390 ) (37,545 ) Net carrying value of goodwill 9,416 347 — 9,763 Balance as of December 31, 2015: Gross carrying amount (1) 33,056 12,862 1,390 47,308 Accumulated impairment losses (25,837 ) (10,318 ) (1,390 ) (37,545 ) Net carrying value of goodwill 7,219 2,544 — 9,763 ____________________ (1) As a result of a change in one of our business lines that comprise our operating segments, we were required under U.S. GAAP to allocate our beginning goodwill balance between the Personal Information Services and the Insurance and Other Consumer Services reporting units based on a relative fair value approach. We performed the following interim and annual (October 31) goodwill impairment tests. The results are summarized below: Reporting Unit Impairment Test Date Fair value substantially in excess of carrying value Percentage, if not substantially in excess Impairment charge (in thousands) Personal Information Services October 31, 2016 Yes N/A N/A Insurance and Other Consumer Services (2) August 31, 2016 Yes N/A N/A Insurance and Other Consumer Services (3) December 31, 2015 No N/A $10,318 Insurance and Other Consumer Services (4) October 31, 2015 No 18% N/A Personal Information Services (5) September 30, 2015 Yes N/A N/A ____________________ (2) As of October 31, 2016, our annual testing date, we determined that it was more likely than not that the fair value was substantially in excess of its carrying value based upon qualitative factors and the results of our interim impairment test. We tested for impairment as of August 31, 2016 due to the reclassification of our Habits at Work business from our Insurance and Other Consumer Services segment to our Personal Information Services segment. Therefore, it was not necessary to perform the first step of the impairment testing for the Insurance and Other Consumer Services reporting unit at October 31, 2016. (3) We considered the Insurance and Other Consumer Services reporting unit to be at risk of failing the first step of an impairment analysis because of the reduced excess fair value and our consideration of other reductions in projected revenue made subsequent to our annual impairment testing date, and therefore we performed an interim test at December 31, 2015. The additional reductions in projected revenue were the result of management’s determination that certain new product initiatives were more likely than not to be significantly delayed compared to the timeline originally projected. Upon completion of the interim impairment test at December 31, 2015, we incurred a goodwill impairment charge of $10.3 million in the year ended December 31, 2015 in our Insurance and Other Consumer Services reporting unit. (4) Based upon the results of our annual impairment test, its fair value exceeded carrying value by 18%. The decrease in the excess fair value compared to the annual test performed in 2014 was primarily due to the effect of subscriber cancellations during 2015 on actual and projected cash flows and the elimination of a future product initiative, in combination with an increase in carrying value due to the impact of a reduction in a deferred tax liability, related to our goodwill impairment charge in 2014, for goodwill that is deductible for tax purposes. (5) As of October 31, 2015, our annual testing date, we determined that it was more likely than not that the fair value was substantially in excess of its carrying value based upon qualitative factors and the results of our interim impairment test. Therefore, it was not necessary to perform the first step of the impairment testing for the Personal Information Services reporting unit at October 31, 2015. As of December 31, 2016, we believe that both the estimated fair values of our Personal Information Services and Insurance and Other Consumer Services reporting units are substantially in excess of their respective carrying values and therefore are not at-risk of being impaired. To the extent our Personal Information Services or Insurance and Other Consumer Services reporting units realize actual operating results in the future below forecasted results, or realize decreases in forecasted results as compared to previous forecasts (including, but not limited to, actual to forecasted negative variances as the result of increased subscriber cancellation rates or significant subscriber portfolio cancellations), or in the event the estimated fair value of those reporting units decrease (as a result, among other things, of changes in market capitalization, including further declines in our stock price), we may incur goodwill impairment charges in the future. Future impairment charges on our Personal Information Services reporting unit will be recognized in the operating results of our Personal Information Services segment and our Insurance and Other Consumer Services segment, based on a pro-rata allocation of goodwill. Our intangible assets consisted of the following (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Amortizable intangible assets: Customer related $ 38,874 $ (38,822 ) $ (17 ) $ 35 Marketing related 3,336 (3,143 ) (138 ) 55 Technology related 4,068 (3,197 ) (751 ) 120 Subtotal $ 46,278 $ (45,162 ) $ (906 ) $ 210 Less: held for sale (1,704 ) 1,704 — — Total amortizable intangible assets $ 44,574 $ (43,458 ) $ (906 ) $ 210 December 31, 2015 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Amortizable intangible assets: Customer related $ 38,874 $ (38,552 ) $ — $ 322 Marketing related 3,336 (3,069 ) — 267 Technology related 4,068 (2,964 ) — 1,104 Total amortizable intangible assets $ 46,278 $ (44,585 ) $ — $ 1,693 Intangible assets decreased in the year ended December 31, 2016 primarily due to the full impairment of assets associated with the decision to wind down our Pet Health Monitoring segment and exit the Habits at Work business. Intangible assets are amortized over a period of two to ten years. For the years ended December 31, 2016 and 2015 we had an aggregate amortization expense of $577 thousand and $687 thousand, respectively, which was included in amortization expense in our consolidated statements of operations. We estimate that we will have the following amortization expense for the future periods indicated below (in thousands): For the years ending December 31, 2017 $ 152 2018 58 Total $ 210 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 14. Accrued Expenses and Other Current Liabilities The components of our accrued expenses and other current liabilities were as follows: December 31, 2016 December 31, 2015 (in thousands) Accrued marketing $ 1,121 $ 1,106 Accrued cost of sales, including credit bureau costs 5,480 7,551 Accrued general and administrative expense and professional fees 2,190 2,712 Insurance premiums 360 444 Estimated liability for non-income business taxes 94 3,427 Other 1,823 605 Total $ 11,068 $ 15,845 We are subject to certain non-income (or indirect) business taxes in various state and other jurisdictions. In the year ended December 31, 2016, we reduced our liability by $3.3 million, primarily from the successful appeal and resolution of non-income tax audits and a $1.2 million payment to formally resolve a previously recorded non-income tax liability. We continue to correspond with the applicable authorities in an effort toward resolution of our ongoing audits. We continue to analyze what other obligations, if any, we have to other state taxing authorities. We believe it is reasonably possible that other states may approach us or that the scope of the taxable base in any state may increase; however, it is not possible to predict the potential amount of future payments due to the unique facts and circumstances involved. In addition, during the year ended December 31, 2016, we paid $63 thousand related to the consent order we entered into with the Consumer Financial Protection Bureau (the “CFPB”) in July 2015. For additional information related to the non-income business taxes and the consent order, please see Note 19. |
Accrued Payroll and Employee Be
Accrued Payroll and Employee Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Payroll and Employee Benefits | 15. Accrued Payroll and Employee Benefits The components of our accrued payroll and employee benefits are as follows: December 31, 2016 December 31, 2015 (in thousands) Accrued payroll $ 1,131 $ 782 Accrued benefits 1,685 2,161 Accrued severance 1,440 4,148 Total accrued payroll and employee benefits $ 4,256 $ 7,091 In 2014, our Board of Directors approved, and we initiated a plan intended to streamline operations and reduce the cost structure primarily in our Corporate business unit and Personal Information Services segment (the “Restructuring Plan”). The Restructuring Plan consisted primarily of a workforce reduction, including changes in key leadership positions, and was substantially completed in December 2015. We made these changes in order to better align our costs with the current operating environment and improve the progress of our product line growth initiatives. The following table summarizes the non-restructuring and restructuring activity during the years ended December 31, 2016 and 2015 (in thousands): Non- Restructuring Severance Accrued Restructuring Costs Total Accrued Severance Balance at December 31, 2014 $ 65 $ 2,493 $ 2,558 Adjustments to expense 5,289 (48 ) 5,241 Payments (1,397 ) (2,254 ) (3,651 ) Balance at December 31, 2015 3,957 191 4,148 Adjustments to expense 1,671 (182 ) 1,489 Payments (4,188 ) (9 ) (4,197 ) Balance at December 31, 2016 $ 1,440 $ — $ 1,440 Non-restructuring severance expense incurred in the year ended December 31, 2016 was primarily due to the decision to wind down our Pet Health Monitoring segment and to exit our Bail Bonds Industry Solutions segment and Habits at Work business. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The components of income tax benefit from continuing operations for the years ended December 31, 2016 and 2015 were as follows: 2016 2015 (in thousands) Current: Federal $ (94 ) $ 6,318 State 75 936 Total current income tax benefit (19 ) 7,254 Deferred: Federal — (11,323 ) State — (2,033 ) Total deferred income tax benefit (expense) — (13,356 ) Total income tax benefit (expense) $ (19 ) $ (6,102 ) Deferred tax assets and liabilities as of December 31, 2016 and 2015, consisted of the following: 2016 2015 (in thousands) Deferred tax assets: Reserves and accrued expenses $ 2,497 $ 4,426 Share based compensation 2,636 2,595 Intangible assets 3,679 9,304 Credit carryforwards 2,148 1,204 Net operating loss and capital loss carryforwards 21,117 4,620 Total deferred tax assets 32,077 22,149 Valuation allowance (30,746 ) (19,813 ) Net deferred tax assets 1,331 2,336 Deferred tax liabilities: Prepaid expenses (2,017 ) (2,782 ) Property, plant, and equipment (1,219 ) (1,459 ) Total deferred tax liabilities (3,236 ) (4,241 ) Net deferred tax asset (liability) $ (1,905 ) $ (1,905 ) We continue to provide for a valuation allowance on our definite-lived net deferred tax assets after our evaluation of all significant positive and negative evidence including, but not limited to, our three-year cumulative loss, as adjusted for permanent items; insufficient sources of taxable income in prior carryback periods in order to utilize all of the existing definite-lived net deferred tax assets; unavailability of prudent and feasible tax-planning strategies; the amount of our projected taxable income; and scheduling of the future reversals of existing temporary differences. We established a valuation allowance as of June 30, 2015 based on our consideration of the relative weight of the available evidence, and triggering the three-year cumulative loss position, as adjusted for permanent items, which is considered a significant piece of negative objective evidence. As a result of the negative evidence outweighing the positive evidence, we significantly increased income tax expense in our consolidated statements of operations in the year ended December 31, 2015, primarily related to the establishment of a valuation allowance on our net deferred tax assets for the portion of the future tax benefit that, more likely than not, will not be realized. The remaining deferred tax liability at December 31, 2016 and 2015 relates to an indefinite-lived intangible. The amount of deferred tax assets considered realizable as of December 31, 2016 could be adjusted if facts and circumstances in future reporting periods change, including, but not limited to, generating sufficient future taxable income in the carryforward periods. Below is a summary of our estimated loss and tax credit carryforwards. If certain substantial changes in the entity’s ownership were to occur, there would be an annual limitation on the amount of the carryforwards that can be utilized in the future. Tax Effected Expiration Federal net operating loss carryforward $ 14,534 2036 Federal general business credits $ 2,674 2034 - 2036 Federal capital loss carryforwards $ 3,588 2019 - 2020 State net operating loss carryforwards $ 2,488 2018 - 2036 State capital loss carryforwards $ 507 2019 - 2020 The reconciliation of the statutory U.S. federal tax rate of 35% to our effective tax rate is as follows: December 31, 2016 2015 Income tax benefit at federal statutory rate 35.0 % 35.0 % State income tax benefit, net of federal benefit 3.7 % 2.2 % Nondeductible executive compensation -0.6 % -2.5 % Impairment loss 0.0 % -3.8 % Expiration of capital loss carryforward 0.0 % -10.2 % Change in valuation allowances -36.0 % -36.8 % Change in uncertain tax positions 0.0 % -0.2 % General business credit 2.2 % 1.4 % Federal return to provision -0.6 % 0.8 % Other -3.8 % -1.8 % Net income tax expense -0.1 % -15.9 % Our consolidated effective tax rate for the year ended December 31, 2016 was (0.1)% compared to (15.9)% for the year ended December 31, 2015. The increase in the effective tax rate is primarily due to the establishment of a valuation allowance on our existing definite-lived net deferred tax assets, as well as a non-cash goodwill impairment charge (which is not deductible for income tax purposes), both of which occurred in 2015 and did not recur in 2016. The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Unrecognized tax benefit, beginning of period $ 1,774 $ 1,538 Gross increases, tax positions in current period 185 151 Gross increases, tax positions in prior period 1 85 Lapse of the statute of limitations — — Unrecognized tax benefit, end of period $ 1,960 $ 1,774 During the year ended December 31, 2016, we increased our gross unrecognized tax benefits primarily related to the portion of an estimated current year general business credit, deemed more likely than not. The majority of the balance of the unrecognized tax benefits as of December 31, 2016, if recognized, would have an impact on our consolidated effective tax rate. We did not have gross decreases in tax positions or decreases related to settlements with taxing authorities during the years ended December 31, 2016 or 2015. We have elected to include interest expense related to uncertain tax positions as part of interest expense in the consolidated financial statements. The accrued interest is included as a component of other long-term liabilities in our consolidated balance sheets. In each of the years ended December 31, 2016 and 2015, we incurred interest expense of $74 thousand. In the years ended December 31, 2016 and 2015, we did not have any decreases to interest expense related to our unrecognized tax benefits. The Company is subject to taxation in the U.S. and various state jurisdictions. As of December 31, 2016, we were subject to examination in the U.S. federal tax jurisdiction for the 2013 through 2015 tax years and in various state jurisdictions for the 2005 through 2015 tax years. We are currently under federal examination for tax years 2010 through 2012 related to credits claimed. As of December 31, 2016, we were not aware of any proposed tax adjustments and we have not made changes to the measurement or amount of uncertain tax benefits previously recorded. We do not believe the outcome of the audit will have a material impact to our consolidated financial statements. We believe it is reasonably possible we would reduce our unrecognized tax benefits by up to $1.2 million primarily related to the settlement of general business credits under audit within the next twelve months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Digital Matrix Systems, Inc. — The chief executive officer and president of Digital Matrix Systems, Inc. (“DMS”) serves as one of our board members. We have service agreements with DMS for monitoring credit on a daily and quarterly basis, along with certain credit analysis services and application development. In connection with these agreements, we paid monthly installments totaling $937 thousand in each of the years ended December 31, 2016 and 2015. These amounts are included within cost of services revenue and general and administrative expenses in our consolidated statements of operations. As of December 31, 2016 and 2015, we owed $70 thousand and $142 thousand, respectively, to DMS under this agreement. Additionally, on September 26, 2016, we entered into a data services agreement with DMS, under which DMS will provide us credit information processing services, including implementation and disaster recovery services. The initial term of the agreement is one year, with successive automatic renewal terms of one year each unless a party elects not to renew with prior written notice. In the year ended December 31, 2016, we paid $753 thousand for the development, implementation, and monthly service fees related to this agreement. As of December 31, 2016, we owed $92 thousand to DMS under this agreement. Health at Work Wellness Actuaries LLC – In March 2015, our wholly owned subsidiary, Intersections Insurance Services Inc., acquired substantially all of the assets of Habits at Work. In connection with this acquisition, we issued 413 thousand shares of our common stock to Habits at Work, of which Andrew Sykes, President of Intersections Insurance Services Inc. is the majority member. For additional information, please see Note 4. WS Delaware, Inc. – We have an investment in WS Delaware, Inc., formerly known as White Sky, Inc. and, as a result of the acquisition in June 2015, WS Delaware, Inc. owned 353 thousand shares of our common stock. In the year ended December 31, 2015, WS Delaware, Inc. made liquidating distributions to its shareholders, including all of the shares of our common stock, of which we received 210 thousand shares. For additional information, please see Note 4. Loeb Partners Corporation – In connection with the closing of the Credit Agreement, we paid $553 thousand in advisory fees in the year ended December 31, 2016 to Loeb Partners Corporation. Loeb Partners Corporation is an affiliate of Loeb Holding Corporation. One of the members of our Board of Directors is the beneficial owner of a majority of the voting stock of Loeb Holding Corporation, and is the Chairman and Chief Executive Officer of Loeb Partners Corporation. In the year ended December 31, 2015, we entered into irrevocable subscription agreements with Loeb Holding Corporation, David A. McGough and investment funds affiliated with Osmium Partners, LLC for a private placement. Pursuant to the terms of the agreement, we issued 3.0 million shares of our common stock, at a price of $2.50 per share, and received aggregate gross proceeds of $7.5 million. The gross proceeds are intended for working capital and general corporate purposes. |
Debt and Other Financing
Debt and Other Financing | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing | 18. Debt and Other Financing On March 21, 2016, we and our subsidiaries entered into a credit agreement (“Credit Agreement”) with Crystal Financial SPV LLC. In connection with the Credit Agreement, we and our subsidiaries also entered into a security agreement, a pledge and security agreement, an intellectual property security agreement and other related documents. The Credit Agreement provided for a $20.0 million term loan, which was fully funded at closing, with a maturity date of March 21, 2019 unless the facility is otherwise terminated pursuant to the terms of the Credit Agreement. We invested $15.0 million of the net proceeds at closing in our i4c subsidiary and for general corporate purposes. The remaining net proceeds are being used for general corporate purposes of our other businesses. On December 14, 2016, we amended the Credit Agreement (“Amended Credit Agreement”) with Crystal primarily to allow for the orderly wind down of our Pet Health Monitoring segment and the exit of our Bail Bonds Industry Solutions segment and the Habits at Work businesses (“Amendment”). In February 2017, we executed a second amendment with Crystal primarily to formally release Captira from its obligations as a credit party due to the sale, as well as to increase the threshold for affirmative covenants including capital expenditures and cash collateralization in the ordinary course of business. The terms described below are representative of the Amended Credit Agreement. Amounts borrowed under the Amended Credit Agreement bear interest at the greater of LIBOR plus 10% per annum or 10.5% per annum. Interest is payable monthly. Under the Amendment, the aggregate principal amount of the term loans outstanding must be repaid quarterly starting September 30, 2017 and on the last day of each fiscal quarter thereafter in the quarterly amount of $1.4 million. Certain income tax refunds specified in the Amended Credit Agreement, if agreed upon subsequent to June 30, 2017, must be used to repay principal in the quarter in which we receive them and will be applied to the scheduled quarterly principal payment for that quarter. The Amended Credit Agreement also requires the prepayment of the aggregate principal amount outstanding in an amount equal to 50% of our excess cash flow (as defined in the Amended Credit Agreement) for each fiscal year commencing with the fiscal year ending December 31, 2017 and continuing thereafter. Certain other events defined in the Amended Credit Agreement require prepayment of the aggregate principal amount of the term loan, including all or a portion of proceeds received from asset dispositions (except for proceeds from the sale of assets in our i4c subsidiary of up to $2.2 million), casualty events, extraordinary receipts, and equity issuances. In addition, we are permitted to invest up to an additional $2.2 million in our i4c subsidiary to complete the wind-down, which is expected to be completed by June 30, 2017 (or such later date as the Administrative Agent may permit). Once amounts borrowed have been paid or prepaid, they may not be reborrowed. Minimum required maturities are as follows (in thousands): For the years ending December 31: 2017 2,800 2018 5,600 2019 5,032 Total outstanding $ 13,432 As of December 31, 2016, $13.4 million was outstanding under the Amended Credit Agreement, which is presented net of unamortized debt issuance costs of $1.2 million in our consolidated balance sheets in accordance with U.S. GAAP. As of December 31, 2016, $2.1 million, net, is classified as short-term, which includes the minimum maturities as well as our estimated required prepayments, as described above. The Amended Credit Agreement contains certain customary covenants, including among other things covenants that limit or restrict the following: the incurrence of liens; the making of investments including a prohibition of any capital contributions to our subsidiary i4c other than from the proceeds of the term loan made on the closing date and fair and reasonable allocation of overhead and administrative expenses; the incurrence of certain indebtedness; mergers, dissolutions, liquidations, or consolidations; acquisitions (other than certain permitted acquisitions); sales of substantially all of our or any of our subsidiaries’ assets, except for the exiting of the aforementioned businesses; the declaration of certain dividends or distributions; transactions with affiliates (other than parties to the Amended Credit Agreement) other than on fair and reasonable terms; and the formation or acquisition of any direct or indirect domestic or first-tier foreign subsidiary unless such subsidiary becomes guarantor and enter into certain security documents. The Amended Credit Agreement requires us to maintain at all times a minimum cash on hand amount, as defined in the Amended Credit Agreement, of at least 25% of the total amount outstanding under the term loan until June 30, 2017 and 40% of the total amount outstanding under the term loan subsequent to June 30, 2017. The Amended Credit Agreement also requires us to maintain on a quarterly basis a maximum churn (defined as (i) the sum of subscribers who have discontinued the provision of services provided under certain of our customer’s agreements as of the end of any fiscal month divided by (ii) the aggregate total number of all active subscribers under that certain customer agreement as of the first day of such fiscal month, expressed as a percentage) of 1.875%. Further, if our rights to provide services to subscribers under our agreements with Bank of America cease as a result of Bank of America transferring the provision of such services or using a different service provider and such cessation results in greater than a 20% decline in our consolidated revenue, a covenant violation exists under the Amended Credit Agreement. We are also required to maintain compliance on a quarterly basis with specified minimum consolidated EBITDA (as defined in the Amended Credit Agreement and adjusted for certain non-cash, non-recurring and other items, and up to $4.3 million of non-recurring charges incurred in the wind-down events). As of December 31, 2016, we were in compliance with all such covenants. The Amended Credit Agreement replaces our loan agreement with Silicon Valley Bank, dated October 7, 2014, which was scheduled to mature on October 7, 2016. The loan agreement, which provided for a revolving credit facility of $5.0 million, was terminated effective March 21, 2016. There were no amounts outstanding at that time. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Leases We have entered into long-term operating lease agreements for office space and capital leases for fixed assets. The minimum fixed commitments related to all non-cancellable leases are as follows: Years Ending December 31, Operating Leases Capital Leases (in thousands) 2017 $ 3,434 $ 644 2018 3,471 534 2019 1,550 355 2020 151 21 2021 93 7 Total minimum lease payments $ 8,699 1,561 Less: amount representing interest (225 ) Present value of minimum lease payments 1,336 Less: current obligation (471 ) Long-term obligations under capital lease $ 865 During the years ended December 31, 2016 and 2015, we entered into additional capital lease agreements for approximately $884 thousand and $1.0 million, respectively. We recorded the lease liability at the fair market value of the underlying assets in our consolidated balance sheets. Rental expenses included in general and administrative expenses for the years ended December 31, 2016 and 2015 were $3.0 million and $2.6 million, respectively. Legal Proceedings In the normal course of business, we may become involved in various legal proceedings. Except as stated below, we know of no pending or threatened legal proceedings to which we are or will be a party that, if successful, would result in a material adverse change in our business or financial condition. In July 2012, the Consumer Financial Protection Bureau (“CFPB”) served a Civil Investigative Demand on Intersections Inc. with respect to its billing practices for identity protection and credit monitoring products sold and enrolled through depositary customers. An action was filed on July 1, 2015 in the United States District Court for the Eastern District of Virginia, Alexandria Division, and a Stipulated Final Judgment and Order (the “Order”) concurrently entered, entitled Consumer Financial Protection Bureau v. Intersections Inc. Without admitting or denying the allegations in the complaint, we agreed to implement a satisfactory compliance plan to comply with the Order and to provide a progress update. We paid a civil monetary penalty of $1.2 million in 2015, and in the year ended December 31, 2016, we paid $63 thousand to 661 customers who had not previously received refunds for periods where the full benefit of the service was not delivered. Intersections also submitted an amended compliance plan to the CFPB, to which it recently responded with no objections. In January 2013, the Office of the West Virginia Attorney General (“WVAG”) served Intersections Insurance Services Inc. (“IISI”) with a complaint that the WVAG had filed in the Circuit Court of Mason County, West Virginia on October 2, 2012. The complaint alleges violations of West Virginia consumer protection laws based on the marketing of unspecified products. IISI filed a motion to require the WVAG to amend its complaint to include a more specific statement of its claims. The court denied that motion in December 2013. IISI filed an answer to the complaint on January 21, 2014. On July 13, 2016, the court entered a scheduling order governing the management of the case through the beginning of trial. Pursuant to that order, the deadline for parties to amend the pleadings and add parties was set for September 30, 2016. On September 21, 2016, the WVAG moved to amend the complaint, seeking to add Intersections Inc. as a defendant. The proposed amended complaint alleges the same violations of West Virginia consumer protection laws as alleged against IISI. IISI objected to the motion to amend and concurrently filed a Cross Motion for Summary Judgment to terminate this lawsuit. Oral arguments on these motions occurred on February 23, 2017 and the parties are waiting for a written decision from the judge. In July 2015, Costco Wholesale Corporation (“Costco”) elected not to renew an agreement for Intersections to provide an identity protection service to its customers. On January 20, 2016, Intersections filed a Notice of Arbitration with respect to claims by Intersections against Costco arising from certain actions of Costco related to the marketing of its new identity protection service to our subscriber base of current Costco members, which Intersections alleged violated the agreement and applicable law. Intersections sought damages in excess of $2.0 million, and injunctive relief. On February 16, 2016, Costco filed a counterclaim, seeking injunctive relief and related, unspecified damages, with respect to the allegedly inappropriate use by Intersections of a URL containing elements of both parties’ intellectual property. On October 6, 2016, Intersections and Costco entered into a settlement agreement, pursuant to which the parties agreed to terminate the arbitration and release each other from all claims asserted thereby, in consideration of Costco’s one-time, lump sum payment to Intersections of $1.5 million, and Costco’s agreement to certain terms and conditions with respect to the advertising and marketing of its new identity protection service to the aforementioned subscriber base. We recorded the $1.5 million gain on settlement as a reduction to our general and administrative expenses in our consolidated statements of operations. For information regarding our policy for analyzing legal proceedings, please see “Contingent Liabilities” in Note 2. As of December 31, 2016, we do not have any significant liabilities accrued for any of the legal proceedings mentioned above. We believe based on information currently available that the amount, if any, accrued for the above contingencies is adequate. However, legal proceedings are inherently unpredictable and, although we believe that accruals are adequate and we intend to vigorously defend ourselves against such matters, unfavorable resolution could occur, which could have a material effect in our consolidated financial statements, taken as a whole. Other We may have indirect tax obligations in state and other jurisdictions. The following table summarizes the non-income business tax liability activity during the years ended December 31, 2016 and 2015 (in thousands): 2016 2015 Balance, beginning of year $ 3,427 $ 4,458 Adjustments to existing liabilities (2,110 ) 1,136 Payments (1,223 ) (2,167 ) Balance, end of year $ 94 $ 3,427 We formally appealed the liability for several jurisdictions based on the applicability of the specific state tax laws to our services. In the year ended December 31, 2016, we reduced our liability by $3.3 million, primarily from the successful appeal and resolution of non-income tax audits and a $1.2 million payment to formally resolve a previously recorded non-income tax liability. We continue to correspond with the applicable authorities in an effort toward resolution of our ongoing audits using a variety of settlement options including, but not limited to, voluntary disclosures, negotiation and standard appeals process, and we may adjust the liability at such time. Additionally, we continue to analyze what other obligations, if any, we have to other state taxing authorities. We believe it is reasonably possible that other states may approach us or that the scope of the taxable base in any state may increase. However, it is not possible to predict the potential amount of future payments due to the unique facts and circumstances involved. In the year ended December 31, 2016, we entered into contracts, pursuant to which we agreed to minimum, non-refundable installment payments totaling approximately $84.8 million, payable in monthly and yearly installments through December 31, 2021. The significant increase in total commitments from the comparable period is due to the contract executed with Equifax, pursuant to which we have agreed to certain volume minimums at fixed rates until expiration of the agreement in December 2021. These amounts are expensed on a pro-rata basis and are recorded in cost of services revenue and general and administrative expenses in our consolidated statements of operations. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 20. Other Long-Term Liabilities The components of our other long-term liabilities were as follows: December 31, 2016 December 31, 2015 (in thousands) Deferred rent $ 1,850 $ 2,387 Uncertain tax positions, interest and penalties not recognized 1,582 1,508 Accrued general and administrative expenses 4 76 Total other long-term liabilities $ 3,436 $ 3,971 For additional information regarding the change in uncertain tax positions, see Note 16. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 21. Stockholders’ Equity Outstanding Securities Our authorized capital stock consists of 50 million shares of common stock, par value $.01 per share, and 5 million shares of preferred stock, par value $.01 per share. As of December 31, 2016 and 2015, there were approximately 23.7 million and 23.2 million shares, respectively, of our common stock outstanding and no shares of preferred stock outstanding. The board of directors has the authority to issue up to 5 million shares of preferred stock and to fix the price, rights, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. We do not have any outstanding warrants to purchase common shares. Holders of common stock are entitled to one vote per share in the election of directors and on all other matters on which stockholders are entitled or permitted to vote. Holders of common stock are not entitled to cumulative voting rights. Therefore, holders of a majority of the shares voting for the election of directors can elect all the directors. Holders of common stock are entitled to dividends in amounts and at times as may be declared by the Board of Directors out of funds legally available. Upon liquidation or dissolution, holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment of any liquidation preferences to holders of preferred stock. Holders of common stock have no redemption, conversion or preemptive rights. Unregistered Sale of Equity Securities In the three months ended December 31, 2015, we Share Repurchase and Dividends In April 2005, our Board of Directors authorized a share repurchase program under which we can repurchase our outstanding shares of common stock from time to time, depending on market conditions, share price and other factors. As of December 31, 2016, we had approximately $16.9 million remaining under our share repurchase program. The repurchases may be made on the open market, in block trades, through privately negotiated transactions or otherwise, and the program may be suspended or discontinued at any time. However, we were prohibited from repurchasing any shares of common stock under the terms of the Amended Credit Agreement. During the years ended December 31, 2016 and 2015, we did not repurchase any shares of common stock. In the year ended December 31, 2015, we received 210 thousand shares of our common stock related to the liquidating distribution of WS Delaware, Inc. For additional information please see Notes 4 and 17. In addition, as a result of shares withheld for tax purposes on the vesting of a restricted stock award, we increased our treasury shares by 76 thousand in the year ended December 31, 2016. Under the Amended Credit Agreement, we are currently prohibited from declaring and paying ordinary cash or stock dividends. Share Based Compensation We currently issue equity and equity-based awards under the 2014 Stock Incentive Plan (the “Plan”), and we have three inactive stock incentive plans: the 1999 Stock Option Plan, the 2004 Stock Option Plan and the 2006 Stock Incentive Plan. As of December 31, 2016, we have 1.8 million shares of common stock available for future grants of awards under the Plan, and awards for approximately 4.2 million shares are outstanding under all of our active and inactive plans. In April 2016, our Board of Directors approved an amendment to the 2014 Plan to increase the number of shares authorized and reserved for issuance thereunder by 2.5 million shares, from 3.0 million shares to 5.5 million shares. The amendment was effective immediately upon our stockholders’ approval in May 2016. Individual awards under these plans may take the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards and/or restricted stock units. The Compensation Committee administers the Plans, selects the individuals who will receive awards and establishes the terms and conditions of those awards. Shares of common stock subject to awards that have expired, terminated, or been canceled or forfeited are available for issuance or use in connection with future awards. Stock Options Total share based compensation expense recognized for stock options, which was included in general and administrative expense in our consolidated statements of operations, for the years ended December 31, 2016 and 2015 was $80 thousand and $37 thousand, respectively. The following table summarizes our stock option activity: 2016 2015 Weighted Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Average Remaining Contractual Term (in thousands) (In years) Outstanding, beginning of year 778,590 $ 5.36 871,321 $ 6.24 Granted 379,000 $ 2.30 — $ 0.00 Canceled (296,224 ) $ 5.40 (92,731 ) $ 13.64 Exercised — $ 0.00 — $ 0.00 Outstanding, end of year 861,366 $ 3.99 778,590 $ 5.36 $ 799 5.52 Exercisable at end of the year 482,366 $ 5.33 778,590 $ 5.36 $ 158 2.42 The weighted average grant date fair value of options granted, based on the Black Scholes method, during the year ended December 31, 2016 was $0.94. There were no stock options granted during the year ended December 31, 2015. For options exercised, intrinsic value is calculated as the difference between the market price on the date of exercise and the exercise price. There were no options exercised during the years ended December 31, 2016 or 2015. As of December 31, 2016, there was $275 thousand of total unrecognized compensation cost related to unvested stock option arrangements granted under the Plan. The following table summarizes information about employee stock options outstanding at December 31, 2016: Options Outstanding Options Exercisable Exercise Price Shares Weighted Average Remaining Contractual Term Weighted Average Exercise Price Shares Weighted Average Exercise Price (In years) $0 — $5.00 688,700 6.25 $ 2.89 309,700 $ 3.62 $5.01 — $10.00 144,916 2.35 $ 7.24 144,916 $ 7.24 $10.01 — $15.00 27,750 3.94 $ 14.35 27,750 $ 14.35 861,366 5.52 $ 3.99 482,366 $ 5.33 Restricted Stock Units and Restricted Stock Awards Total share based compensation recognized for restricted stock units and restricted stock awards (“RSUs”), which is included in general and administrative expenses in our consolidated statements of operations, for the years ended December 31, 2016 and 2015 was $3.7 million and $4.7 million, respectively. The following table summarizes our RSUs activity: 2016 2015 Number of RSUs Weighted Average Grant Date Fair Value Number of RSUs Weighted Average Grant Date Fair Value Outstanding, beginning of year 2,167,212 $ 4.24 2,855,149 $ 5.26 Granted: RSUs 789,167 $ 2.38 732,201 $ 3.14 Performance-based restricted stock units (1) 1,552,001 $ 2.35 — $ 0.00 Total Granted 2,341,168 $ 2.36 732,201 $ 3.14 Canceled (2) (598,650 ) $ 4.75 (757,416 ) $ 5.67 Vested (545,784 ) $ 4.59 (662,722 ) $ 5.80 Outstanding, end of year 3,363,946 $ 2.78 2,167,212 $ 4.24 ____________________ (1) Includes the maximum number of shares that may possibly vest from the performance-based restricted stock units (“PBRSUs”) granted in May 2016. (2) Includes shares net-settled to cover statutory employee taxes related to the vesting of restricted stock awards, which increased treasury shares by 76 thousand in the year ended December 31, 2016. In May 2016, we granted PBRSUs to certain members of senior management. The PBRSUs represent a contingent right to receive a number of shares of common stock ranging from zero to a maximum of 200% of the original award, based upon the Adjusted EBITDA (as defined and determined by the Compensation Committee) actually achieved by certain of our segments for the year ended December 31, 2016. The estimated aggregate grant date fair value of the PBRSUs was $5.4 million, which is the maximum under the award. On an interim basis, we record shared based compensation expense based on the probable outcome of the performance condition. For the year ended December 31, 2016, we adjusted our stock based compensation expense based upon the Compensation Committee’s determination of such Adjusted EBITDA, which took place subsequent to the balance sheet date. As of December 31, 2016, we estimated and recorded a forfeiture rate of 89%. As of December 31, 2016, there was $4.3 million of total unrecognized compensation cost related to unvested restricted stock units granted under the Plans. That cost is expected to be recognized over the weighted-average contractual life of the RSUs, which is 1.1 years. Other In |
Major Clients
Major Clients | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Major Clients | 22. Major Clients As discussed in Notes 1 and 2, we provide credit and personal information and identity theft protection services to consumers through relationships with our financial institution clients. Revenue from subscribers obtained through Bank of America, our largest financial institution client, was 46% of consolidated net revenue in each of the years ending December 31, 2016 and 2015. Accounts receivable related to this client totaled $3.8 million and $4.3 million at December 31, 2016 and 2015, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 23. Segment and Geographic Information Our products and services are grouped into four reportable segments: Personal Information Services, Insurance and Other Consumer Services, Pet Health Monitoring and Bail Bonds Industry Solutions. Corporate headquarter office transactions such as legal, compliance, human resources, finance and internal audit, and shared information technology expenses that have not been attributed to a particular segment are reported in Corporate. Our Personal Information Services segment offers identity theft and privacy protection as well as credit monitoring services for consumers to understand, monitor, manage and protect their personal information and privacy. Our Insurance and Other Consumer Services segment includes our insurance and other membership products and services. Our Bail Bonds Industry Solutions segment includes software management solutions for the bail bonds industry provided by Captira Analytical. Our Pet Health Monitoring segment includes the health and wellness monitoring products and services for veterinarians and pet owners. The following tables set forth segment information as of and for the years ended December 31, 2016 and 2015: Personal Information Services (2) Insurance and Other Consumer Services (2) Pet Health Monitoring Bail Bonds Industry Solutions Corporate Consolidated (in thousands) Year Ended December 31, 2016 Net revenue $ 163,702 $ 9,817 $ 70 $ 2,073 $ — $ 175,662 Depreciation 4,438 145 1,489 107 59 6,238 Amortization 187 326 64 — — 577 Income (loss) from operations 15,864 (909 ) (29,397 ) (1,849 ) (11,308 ) (27,599 ) Income (loss) before income taxes 13,182 (909 ) (29,396 ) (1,849 ) (11,478 ) (30,450 ) Year Ended December 31, 2015 Net revenue $ 188,529 $ 13,298 $ 53 $ 1,947 $ — $ 203,827 Depreciation 4,285 234 1,204 79 175 5,977 Amortization 93 545 49 — — 687 Income (loss) from operations (1) 14,162 (10,353 ) (19,415 ) (603 ) (22,045 ) (38,254 ) Income (loss) before income taxes (1) 14,201 (10,362 ) (19,414 ) (604 ) (22,207 ) (38,386 ) ______________________________ (1) In the year ended December 31, 2016, we implemented an allocation policy to charge a portion of general and administrative expenses from our Corporate business unit into our other segments, which increased operating expenses primarily in our Personal Information Services segment. The charge is a reasonable estimate of the services provided by our Corporate business unit to support each segment’s operations. For comparability, the results of operations for the year ended December 31, 2015 have been recast to reflect this allocation. For additional information, please see Note 2 to our consolidated financial statements. (2) Beginning in September 2016, our Habits at Work business was reclassified from our Insurance and Other Consumer Services segment to our Personal Information Services segment due to a change in business strategy. We concluded that the impact to our consolidated financial statements was not material, and therefore we have not recast our segment disclosures for any periods prior to September 2016. We recorded non-cash impairments in intangibles and other assets totaling $8.5 million in multiple segments in the year ended December 31, 2016, which increased the loss from operations. For additional information, please see Notes 5, 9, 11 and 13. We recorded a non-cash goodwill impairment of $10.3 million in our Insurance and Other Consumer Services segment in the year ended December 31, 2015, which increased the loss from operations. For additional information, please see Note 13. In addition, we recorded a non-cash impairment of $7.4 million of our long term investment in our Corporate business unit in the year ended December 31, 2015. For additional information, please see Note 12. As of December 31, 2016 As of December 31, 2015 Property and Equipment, net Total Assets Property and Equipment, net Total Assets (in thousands) Segment: Personal Information Services $ 10,391 $ 36,123 $ 8,843 $ 33,056 Insurance and Other Consumer Services 123 11,092 549 16,074 Pet Health Monitoring 21 492 3,702 9,408 Bail Bonds Industry Solutions 247 137 209 685 Corporate 76 5,013 135 10,807 Subtotal 10,858 52,857 13,438 70,030 Less: held for sale (247 ) — — — Consolidated $ 10,611 $ 52,857 $ 13,438 $ 70,030 For additional information on assets held for sale, please see Note 5. We generated revenue in the following geographic areas: United States Canada Consolidated (in thousands) Revenue For the year ended December 31, 2016 $ 163,174 $ 12,488 $ 175,662 For the year ended December 31, 2015 $ 186,316 $ 17,511 $ 203,827 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 24. Quarterly Financial Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands) Year ended December 31, 2016: Net revenue $ 45,648 $ 44,751 $ 43,062 $ 42,201 Loss from operations (3,931 ) (4,373 ) (7,386 ) (11,909 ) Loss before income taxes (4,259 ) (5,307 ) (8,241 ) (12,643 ) Net loss (4,266 ) (5,307 ) (8,108 ) (12,788 ) Basic and diluted loss per common share $ (0.19 ) $ (0.23 ) $ (0.35 ) $ (0.54 ) Year ended December 31, 2015: Net revenue $ 55,512 $ 51,968 $ 48,939 $ 47,408 Loss from operations (1,509 ) (11,067 ) (6,575 ) (19,103 ) Loss before income taxes (1,695 ) (11,036 ) (6,711 ) (18,944 ) Net loss (1,224 ) (24,840 ) (4,328 ) (14,096 ) Basic and diluted loss per common share $ (0.06 ) $ (1.28 ) $ (0.22 ) $ (0.68 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events As announced on January 12, 2017, our Board of Directors appointed Johan Roets as Chief Executive Officer effective January 10, 2017. Michael Stanfield has assumed the role of Chairman and Founder and will continue to serve as the Chairman of the Board of Directors. Effective January 31, 2017, in connection with our strategy to focus on identity and privacy protection services, we divested our ownership in Captira. The sale of Captira for a nominal amount marks the conclusion of our operations in our Bail Bonds Industry Solutions segment, which does not represent a strategic shift that will have a major effect on operations and financial results. For additional information, please see Note 5. We submitted an amended compliance plan to the CFPB related to our disclosures and business practices, and in February 2017, the CFPB responded with no objections. For additional information, please refer to “Legal Proceedings” in Note 19. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Period Additions Charged to Costs and Expenses Deductions from Allowance Balance at End of Period (in thousands) Allowance for doubtful accounts deducted from accounts receivable in the balance sheet: Year Ended December 31, 2015 $ 5 $ 162 $ (52 ) $ 115 Year Ended December 31, 2016 $ 115 $ 220 $ (320 ) $ 15 Allowance for deferred tax assets not expected to be realized: Year Ended December 31, 2015 $ 5,673 $ 18,604 $ (4,464 ) $ 19,813 Year Ended December 31, 2016 $ 19,813 $ 16,624 $ (5,691 ) $ 30,746 Allowance for estimated fair value of Bail Bonds Industry Solutions Segment's assets: Year Ended December 31, 2016 $ — $ 744 $ — $ 744 |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared by us in accordance with U.S. GAAP and applicable rules and regulations of the Securities and Exchange Commission and in management’s opinion reflect all normal and recurring adjustments necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. They include the accounts of the Company and our subsidiaries. In the year ended December 31, 2016, we implemented an allocation policy to charge a portion of general and administrative expenses from our Corporate business unit into our other segments. The charge is a reasonable estimate of the services provided by our Corporate business unit to support each segment’s operations. For comparability, the results of operations for the year ended December 31, 2015 have been recast to reflect this allocation. We have not recast our consolidated balance sheets or our consolidated statements of cash flows. Our decision to consolidate an entity is based on our assessment that we have a controlling financial interest in such entity. All intercompany transactions have been eliminated from the consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash We classify cash as restricted when the cash is unavailable for withdrawal or usage for general operations. Our restricted cash represents cash collateral to one commercial bank for corporate credit cards and electronic payments. Restricted cash is included in prepaid expenses and other current assets in our consolidated balance sheets. |
Revenue Recognition | Revenue Recognition We recognize revenue on 1) identity theft protection services, 2) insurance services and 3) other monthly membership products and transaction services. Our products and services are offered to consumers principally on a monthly subscription basis. Subscription fees billed by our clients are generally billed directly to the subscriber’s credit card, mortgage bill or demand deposit accounts. Subscription fees billed by us are generally billed directly to the subscriber’s credit card except for arrangements under which subscription fees are paid to us by our clients on behalf of the subscriber. The prices to subscribers of various configurations of our products and services range generally from $4.99 to $25.00 per month. As a means of allowing customers to become familiar with our services, our subscriptions periodically may be offered with trial, delayed billing or guaranteed refund periods. No revenues are recognized until applicable trial periods are completed. Identity Theft Protection Services We recognize revenue from our services when: a) persuasive evidence of an arrangement exists as we maintain signed contracts with all of our clients and paper and electronic confirmations with individual purchasers, b) delivery has occurred, c) the seller’s price to the buyer is fixed as sales are generally based on contract or list prices and payments from organizations are collected within 30 days with no significant write-offs, and d) collectability is reasonably assured as individual customers pay by credit card which has limited our risk of non-collection. Revenue for monthly subscriptions is recognized in the month the subscription fee is earned. We also generate revenue through a collaborative arrangement, which involves joint marketing and servicing activities. We recognize our share of revenues and expenses from this arrangement. Revenue for annual subscription fees must be deferred if the subscriber has the right to cancel the service and the service is earned over the year. Annual subscriptions include subscribers with full refund provisions at any time during the subscription period and pro-rata refund provisions. Revenue related to annual subscriptions with full refund provisions is recognized on the expiration of these refund provisions. Revenue related to annual subscribers with pro-rata provisions is recognized based on a pro-rata share of revenue earned. An allowance for discretionary subscription refunds is established based on our historical experience. For subscriptions with refund provisions whereby only the prorated subscription fee is refunded upon cancellation by the subscriber, deferred subscription fees are recorded when billed and amortized as subscription fee revenue on a straight-line basis over the subscription period, generally one year. We record revenue on a gross basis in the amount that we bill the subscriber when our arrangements provide for us to serve as the primary obligor in the transaction, we have latitude in establishing price and we bear the credit risk for the amount billed to the subscriber. We also provide services for which certain clients are the primary obligors directly to their customers. We record revenue in the amount that we bill certain clients, and not the amount billed to their customers, when our client is the primary obligor, establishes the price to the customer and bears the credit risk. Revenue from these arrangements is recognized on a monthly basis when earned, which is at the time we provide the service. Insurance Services We recognize revenue from our services when: a) persuasive evidence of an arrangement exists as we maintain paper and electronic confirmations with individual purchasers, b) delivery has occurred, c) the seller’s price to the buyer is fixed as the price of the product is agreed to by the customer as a condition of the sales transaction which established the sales arrangement, and d) collectability is reasonably assured as evidenced by our collection of revenue through the monthly mortgage payments of our customers or through checking account debits to our customers’ accounts. Revenues from insurance contracts are recognized when earned. For insurance products, we record revenue on a net basis as we perform as an agent or broker for the insurance products without assuming the risks of ownership of the insurance products. We participate in agency relationships with insurance carriers that underwrite insurance products offered by us. Accordingly, insurance premiums collected from customers and remitted to insurance carriers are excluded from our revenues and operating expenses. Insurance premiums collected but not remitted to insurance carriers as of December 31, 2016 and 2015 totaled $360 thousand and $444 thousand, respectively, and are included in accrued expenses and other current liabilities in our consolidated balance sheets. Other Membership Products and Transaction Services For other membership products, we record revenue on a gross basis as we serve as the primary obligor in the transactions, have latitude in establishing price and bear credit risk for the amount billed to the subscriber. Consulting services are offered to customers primarily on a fixed fee, retainer or commission basis. We recognize revenue from our consulting services when: a) persuasive evidence of an arrangement exists as we maintain contracts or electronic communication documenting the agreement, b) performance has occurred, c) the seller’s price to the buyer is fixed as the price of the services is agreed to by the customer as a condition of the sales transaction which established the sales arrangement, and d) collectability is reasonably assured as evidenced through a strong history of payment by our customers with no significant write-offs. We record revenue on a gross basis in the amount that we bill the customer when our arrangements provide for us to serve as the primary obligor in the transaction, we have latitude in establishing price and we bear credit risk for the amount billed to the customer. We record the net amount as commissions earned if we do not serve as the primary obligor and do not have latitude in establishing prices. We generate and recognize revenue from our services in our Bail Bonds Industry Solutions segment from providing management service solutions to the bail bond industry on a monthly subscription or transactional basis. We historically had an insignificant amount of revenue in our Pet Health Monitoring segment and, in late 2016, ceased primary operations in our Pet Health Monitoring segment. Therefore, we do not expect to recognize further operating revenue in the segment. |
Goodwill, Identifiable Intangibles and Other Long Lived Assets | Goodwill, Identifiable Intangibles and Other Long-Lived Assets We record, as goodwill, the excess of the purchase price over the fair value of the identifiable net assets acquired in purchase transactions. We review our goodwill for impairment annually, as of October 31, or more frequently if indicators of impairment exist. As required by U.S. GAAP, goodwill is reflected as an asset in our Personal Information Services and Insurance and Other Consumer Services segments’ balance sheets, resulting from our acquisitions of Health at Work Wellness Actuaries LLC (“Habits at Work”) and White Sky, Inc. (“White Sky”) in 2015 as well as our prior acquisition of IISI Insurance Services Inc. (“IISI”), formerly known as Intersections Insurance Services Inc., in 2006. In evaluating whether indicators of impairment exist, an initial assessment of qualitative factors to determine whether it is necessary to perform the goodwill impairment test can be utilized (commonly referred to as the step zero approach). For reporting units in which the qualitative assessment concludes it is more likely than not that the fair value is more than its carrying value, the guidance eliminates the requirement to perform further goodwill impairment testing. For those reporting units where a significant change or event occurs, and where potential impairment indicators exist, we continue to utilize a two-step quantitative assessment to test goodwill for impairment. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others (a) a significant decline in our expected future cash flows; (b) a sustained, significant decline in our stock price and market capitalization; (c) a significant adverse change in legal factors or in the business climate; (d) unanticipated competition; (e) the testing for recoverability of a significant asset group within a reporting unit; and (f) slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact in our consolidated financial statements. The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. We estimate fair value using the best information available, using a combined income approach (discounted cash flow) and market based approach. The income approach measures the value of the reporting units by the present values of its economic benefits. These benefits can include revenue and cost savings. The market based approach measures the value of an entity through an analysis of recent sales or offerings of comparable companies and using revenue and other multiples of comparable companies as a reasonable basis to estimate our implied multiples. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for use of funds, trends within the industry, and risks associated with particular investments of similar type and quality as of the valuation date. In addition, we consider the uncertainty of realizing the projected cash flows in the analysis. The estimated fair values of our reporting units are dependent on several significant assumptions, including our earnings projections, and cost of capital (discount rate). The projections use management’s best estimates of economic and market conditions over the projected period including business plans, growth rates in sales, costs, and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, estimates of future capital expenditures, changes in future working capital requirements and overhead cost allocation, based on each reporting unit’s relative benefit received from the functions that reside in our Corporate business unit. We perform a detailed analysis of our Corporate overhead costs for purposes of establishing the overhead allocation baseline for the projection period. Overhead allocation methods include, but are not limited to, the percentage of the payroll within each reporting unit, allocation of existing support function costs based on estimated usage by the reporting units, and vendor specific costs incurred by Corporate that can be reasonably attributed to a particular reporting unit. These allocations are adjusted over the projected period in our discounted cash flow analysis based on the forecasted changing relative needs of the reporting units. Throughout the forecast period, the majority of Corporate’s total overhead expenses are allocated to our Personal Information Services reporting unit. We believe this overhead allocation method fairly allocates costs to each reporting unit, and we will continue to review, and possibly refine, these allocation methods as our businesses grow and mature. There are inherent uncertainties related to these factors and management’s judgment in applying each to the analysis of the recoverability of goodwill. We estimate fair value giving consideration to both the income and market approaches. Consideration is given to the line of business and operating performance of the entities being valued relative to those of actual transactions, potentially subject to corresponding economic, environmental, and political factors considered to be reasonable investment alternatives. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying value of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with its goodwill carrying value to measure the amount of impairment charge, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of that reporting unit was the purchase price paid. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess. As of December 31, 2016, goodwill of $347 thousand resided in our Insurance and Other Consumer Services reporting unit and goodwill of $9.4 million resided in our Personal Information Services reporting unit. There is no goodwill remaining in our other reporting units. For additional information, please see Note 13. We review long-lived assets, including finite-lived intangible assets, property and equipment and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved. In conducting our analysis, we would compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment charge is measured and recognized. An impairment charge is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated by discounting the future cash flows associated with these assets. Intangible assets subject to amortization may include customer, marketing and technology related intangibles, as well as trademarks. Such intangible assets, excluding customer related intangibles, are amortized on a straight-line basis over their estimated useful lives, which are generally two to ten years. Customer related intangible assets are amortized on either a straight-line or accelerated basis, depending upon the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. |
Deferred Subscription Solicitation and Advertising | Deferred Subscription Solicitation and Advertising Our deferred subscription solicitation costs consist of subscription acquisition costs, including telemarketing, web-based marketing expenses, digital media and direct mail such as printing and postage. We expense advertising costs the first time advertising takes place, except for direct-response marketing costs. Telemarketing, web-based marketing and direct mail expenses are direct response marketing costs, which are amortized on a cost pool basis over the period during which the future benefits are expected to be received, but no more than 12 months. The recoverability of amounts capitalized as deferred subscription solicitation costs are evaluated at each balance sheet date by comparing the carrying amounts of such assets on a cost pool basis to the probable remaining future benefit expected to result directly from such advertising costs. Probable remaining future benefit is estimated based upon historical subscriber patterns, and represents net revenues less costs incurred to earn those revenues. In estimating probable future benefit (on a per subscriber basis) we deduct our contractual cost to service that subscriber from the known sales price. We then apply the future benefit (on a per subscriber basis) to the number of subscribers expected to be retained in the future to arrive at the total probable future benefit. In estimating the number of subscribers we will retain (i.e., factoring in expected cancellations), we utilize historical subscriber patterns maintained by us that show attrition rates by client, product and marketing channel. The total probable future benefit is then compared to the costs of a given marketing campaign (i.e., cost pools), and if the probable future benefit exceeds the cost pool, the amount is considered to be recoverable. If direct response advertising costs were to exceed the estimated probable remaining future benefit, an adjustment would be made to the deferred subscription costs to the extent of any shortfall. |
Commission Costs | Commission Costs Commissions that relate to annual subscriptions with full refund provisions and monthly subscriptions are expensed when incurred, unless we are entitled to a refund of the commissions from our client. If annual subscriptions are cancelled prior to their initial terms, we are generally entitled to a full refund of the previously paid commission for those annual subscriptions with a full refund provision and a pro-rata refund, equal to the unused portion of the subscription, for those annual subscriptions with a pro-rata refund provision. Commissions that relate to annual subscriptions with full commission refund provisions are deferred until the earlier of expiration of the refund privileges or cancellation. Once the refund privileges have expired, the commission costs are recognized ratably in the same pattern that the related revenue is recognized. Commissions that relate to annual subscriptions with pro-rata refund provisions are deferred and charged to operations as the corresponding revenue is recognized. If a subscription is cancelled, upon receipt of the refunded commission from our client, we record a reduction to the deferred commission. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are capitalized and amortized to interest expense using the effective interest method over the life of the related debt agreements. The effective interest rate applied to the amortization is reviewed periodically and may change if actual principal repayments of the term loan differ from estimates. In accordance with U.S. GAAP, short-term and long-term debt are presented net of the unamortized debt issuance costs in our consolidated balance sheets. |
Classification of Debt | Classification of Debt In March 2016, we and our subsidiaries entered into a credit agreement with Crystal Financial SPV LLC, which was amended in December 2016 and February 2017 (“Amended Credit Agreement”). Pursuant to the Amended Credit Agreement, we are required to make certain prepayments on our term loan with Crystal Financial SPV LLC in addition to scheduled quarterly repayments, including but not limited to proceeds received from certain tax refunds, asset dispositions, extraordinary receipts, excess cash flows (as defined in the Amended Credit Agreement) and equity issuances. Scheduled quarterly repayments and estimated prepayments that we expect to remit in the next twelve months are classified as the current portion of long-term debt in our consolidated financial statements, net of unamortized debt issuance costs to be amortized in the next twelve months based on the current effective interest rate applied. |
Share Based Compensation | Share Based Compensation We currently issue equity and equity-based awards under the 2014 Stock Incentive Plan (the “Plan”). Individual awards under the 2014 Stock Incentive Plan may take the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards and/or restricted stock units. The Compensation Committee administers the Plan, selects the individuals who will receive awards and establishes the terms and conditions of those awards. Restricted stock units in the Plan that have expired, terminated, or been canceled or forfeited are available for issuance or use in connection with future awards. We use the Black-Scholes option-pricing model to value all options and the straight-line method to amortize this fair value as compensation cost over the requisite service period. The fair value of each option granted has been estimated as of the date of grant with the following weighted-average assumptions for the year ended December 31, 2016. During the year ended December 31, 2015, we did not grant stock options. Expected Dividend Yield. Under the Amended Credit Agreement, we are currently prohibited from declaring and paying dividends and therefore, the dividend yield was zero. Expected Volatility. The expected volatility of options granted was estimated based upon our historical share price volatility based on the expected term of the underlying grants, or approximately 45%. Risk-free Interest Rate. The yield on actively traded non-inflation indexed U.S. Treasury notes was used to extrapolate an average risk-free interest rate based on the expected term of the underlying grants, or approximately 1.1%. Expected Term. The expected term of options granted was determined by considering employees’ historical exercise patterns, or approximately 4.8 years. We will continue to review our estimate in the future and adjust it, if necessary, due to changes in our historical exercises. In accordance with U.S. GAAP, we assess the probability that the performance conditions of our performance-based restricted stock units (“PBRSUs”) will be achieved and record share based compensation expense based on the probable outcome of that performance condition. Vesting of the PBRSUs is dependent upon continued employment and achievement of defined performance goals for the year, which is based upon Adjusted EBITDA as defined and determined by the Compensation Committee of the Board of Directors. We recognize the share based compensation expense ratably over the implied service period. The PBRSUs will vest no later than March 15 of the year after they are granted. We may make changes to our assessment of probability and therefore, adjust share based compensation expense accordingly throughout the vesting period. |
Income Taxes | Income Taxes We account for income taxes under the applicable provisions of U.S. GAAP, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and future reversal of existing deferred tax assets and liabilities, sufficient sources of taxable income in available carryback periods, tax-planning strategies, and historical results of recent operations. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three trailing years of cumulative operating income (loss). Valuation allowances are provided, if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. We believe that our tax positions comply with applicable tax law. As a matter of course, we may be audited by various taxing authorities and these audits may result in proposed assessments where the ultimate resolution may result in us owing additional taxes. U.S. GAAP addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. U.S. GAAP provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Our income tax expense and liability and/or receivable, deferred tax assets and liabilities, and liabilities for uncertain tax benefits reflect management’s best assessment of estimated current and future taxes to be paid or received. Significant judgments and estimates are required in determining the consolidated income tax expense. |
Contingent Liabilities | Contingent Liabilities The Company may become involved in litigation or other financial claims as a result of our normal business operations. We periodically analyze currently available information and make a determination of the probability of loss and provide a range of possible loss when we believe that sufficient and appropriate information is available. We accrue a liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued. We do not accrue a liability when the likelihood that the liability has been incurred is believed to be probable but the amount cannot be reasonably estimated or when the likelihood that a liability has been incurred is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact could potentially be material, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. |
Inventory | Inventory Inventory consists of raw materials for our Voyce products. Inventories are valued using the first-in, first-out method and are carried at the lower of cost or net realizable value. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments, including those with an original maturity of 90 days or less, to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment we purchase is recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets ranging from three to five years. Leased property meeting certain criteria is capitalized and the present value of the related lease payments is recorded as a liability and included in current and/or long-term debt based on the lease term. Leasehold improvements are depreciated using the straight-line method over the remaining lease term. We develop software for our internal use and capitalize the estimated software development costs incurred during the application development stage in accordance with U.S. GAAP. Costs incurred prior to and after the application development stage are charged to expense. When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life, which is generally three years. We regularly review our capitalized software projects for impairment. |
Fair Value Measurements | Fair Value Measurements We account for certain assets and liabilities at fair value in accordance with U.S. GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The framework for measuring fair value provides a hierarchy that prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 — Inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement. We do not have any instruments that are measured at fair value on a recurring basis. Our goodwill, intangible and long-lived assets are subject to non-recurring fair value measurements. For financial instruments such as cash and cash equivalents, trade accounts receivable, inventory, leases payable, accounts payable and short-term debt, we consider the recorded value of the financial instruments to approximate the fair value based on the short-term nature of these financial instruments. |
Treasury Stock | Treasury Stock We account for treasury stock under the cost method and include treasury stock as a component of stockholders’ equity. We did not repurchase any common stock in the years ended December 31, 2016 or 2015. In the year ended December 31, 2015, we received 210 thousand shares of our common stock related to the liquidating distribution of WS Delaware, Inc. For additional information please see Notes 4 and 17. In addition, as a result of shares withheld for tax purposes on the vesting of a restricted stock award, we increased our treasury shares by 76 thousand in the year ended December 31, 2016. |
Accounting Standards Updates | Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates (ASUs). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements (or Other Significant Matters ASU 2015-03, Interest--Imputation of Interest (Subtopic 835-30) To simplify presentation of debt issuance costs, this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. January 1, 2016 Retrospective We did not have retrospective adjustments, as debt issuance costs were related to an undrawn line of credit. Prospectively, we recorded the debt issuance costs incurred from the execution of the Credit Agreement as a direct reduction to the carrying value of the debt liability. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, by creating a new Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the trade of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of the guidance is that an entity should recognize 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. Additionally, various updates have been issued during 2015 and 2016 to clarify the guidance in Topic 606. January 1, 2018 1) Retrospectively to each prior reporting period presented or 2) retrospectively with the cumulative effect of initially applying these updates recognized at the date of initial application. We are currently in the planning stage and have not yet begun implementation of the new standard. We have not yet determined the potential impact to our consolidated financial statements or the method by which we will adopt the standard. ASU 2016-02, Leases (Topic 842) The primary amendments in this update require the recognition of lease assets and lease liabilities on the balance sheet, as well as certain qualitative disclosures regarding leasing arrangements. January 1, 2019 Modified retrospective We are currently in the planning stage and have not yet begun implementation of the new standard. We have not yet determined the potential impact to our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update clarifies the guidance regarding the classification of operating, investing, and financing activities for certain types of cash receipts and payments. January 1, 2018 Retrospective We are currently in the process of evaluating the impact of adoption, if any, to our consolidated financial statements. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Health at Work Wellness Actuaries LLC [Member] | |
Summary of Consideration Transferred | The following table summarizes the consideration transferred to Habits at Work (in thousands): Common stock $ 1,551 Cash 1 Fair value of total consideration transferred $ 1,552 |
Summary of Final Fair Value of Assets Acquired | The following table summarizes the final fair values of the assets acquired at the date of acquisition (in thousands): Technology-related intangible asset $ 882 Marketing-related intangible asset 43 Furniture and fixtures, net 3 Deferred tax liability (369 ) Total identifiable net assets 559 Goodwill 993 Net assets acquired $ 1,552 |
White Sky, Inc. [Member] | |
Summary of Consideration Transferred | The following table summarizes the final purchase price transferred to White Sky (in thousands): Common stock, net of distribution of $624 thousand $ 576 Cash, net of distribution of $405 thousand 796 Fair value of purchase price transferred 1,372 Fair value of previously held equity interest in White Sky 1,029 $ 2,401 |
Summary of Final Fair Value of Assets Acquired | The following table summarizes the final fair values of the assets acquired at the date of acquisition (in thousands): Technology-related intangible assets $ 240 Customer-related intangible assets 140 Marketing-related intangible assets 110 Debt-free net working capital 104 Furniture and fixtures, net 90 Deposits 52 Equipment loans (25 ) Total identifiable net assets 711 Goodwill 1,690 $ 2,401 |
Schedule of Pro Forma Information | The following unaudited pro forma results have been prepared as if the acquisition of White Sky occurred on January 1, 2014 (in thousands): Year ended December 31, 2015 Pro forma revenue $ 206,121 Pro forma net loss $ (45,305 ) |
Assets and Liabilities Held f35
Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Major Classes of Assets and Liabilities Held for Sale | The major classes of assets and liabilities held for sale related to Captira in the consolidated balance sheet consist of the following: December 31, 2016 Assets of disposal group held for sale: Cash and cash equivalents $ 321 Accounts receivable, net 177 Prepaid expenses and other current assets 97 Property and equipment, net 247 Other assets 6 Write-down to fair value (744 ) Total assets of disposal group held for sale $ 104 Liabilities of disposal group held for sale: Accounts payable $ 9 Accrued expenses and other current liabilities 15 Accrued payroll and employee benefits 80 Total liabilities of disposal group held for sale $ 104 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic Loss Per Common Share to Diluted Loss Per Common Share | A reconciliation of basic loss per common share to diluted loss per common share is as follows (in thousands, except per share data): 2016 2015 Net loss available to common shareholders — basic and diluted $ (30,469 ) $ (44,488 ) Weighted average common shares outstanding — basic 23,259 19,677 Dilutive effect of common stock equivalents — — Weighted average common shares outstanding — diluted 23,259 19,677 Net loss per common share — basic and diluted $ (1.31 ) $ (2.26 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets Measured on a Non-Recurring Basis | The fair value of our assets measured on a non-recurring basis during the year ended December 31, 2016 is as follows (in thousands): Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Assets: Assets held for sale — December 31, 2016 $ 104 $ — $ 104 $ — $ (744 ) |
Prepaid Expenses and Other Cu38
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | The components of our prepaid expenses and other current assets were as follows: December 31, 2016 December 31, 2015 (in thousands) Prepaid services $ 873 $ 709 Other prepaid contracts 2,300 3,416 Restricted cash 375 — Other 316 3,399 $ 3,864 $ 7,524 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 (in thousands) Machinery and equipment $ 15,345 $ 16,507 Software 20,381 19,716 Software development-in-progress (1) 584 584 Furniture and fixtures 1,239 1,406 Leasehold improvements 2,900 3,610 40,449 41,823 Less: accumulated depreciation (29,591 ) (28,385 ) Less: held for sale, net (247 ) — Property and equipment — net $ 10,611 $ 13,438 __________________________________ (1) Includes costs associated with software projects which are still in the application development stage as of December 31, 2016 and 2015 and as such, are not being amortized. |
Summary of Internally Developed Capitalized Software | Internally developed capitalized software consisted of the following during the year ended December 31, 2016 and 2015 (in thousands): Gross Carrying Amount Accumulated Depreciation Net Carrying Amount Balance at December 31, 2014 $ 13,754 $ (11,169 ) $ 2,585 Additions 7,810 — 7,810 Disposals (6,982 ) 6,982 — Depreciation expense — (2,693 ) (2,693 ) Balance at December 31, 2015 14,582 (6,880 ) 7,702 Additions 5,179 — 5,179 Disposals (606 ) 434 (172 ) Depreciation expense — (3,742 ) (3,742 ) Impairment (4,140 ) 2,257 (1,883 ) Balance at December 31, 2016 $ 15,015 $ (7,931 ) $ 7,084 |
Amortization Expense for Future Periods | We estimate that we will have the following amortization expense for the future periods indicated below (in thousands) For the years ending December 31, 2017 $ 152 2018 58 Total $ 210 |
Leased Property Held under Capital Leases and Included in Property and Equipment | Leased property consisting of machinery and equipment held under capital leases and included in property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 (in thousands) Leased property consisting of machinery and equipment $ 2,093 $ 3,104 Less: accumulated depreciation (737 ) (1,229 ) Leased property, net $ 1,356 $ 1,875 |
Depreciation Expense Related to Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization Expense for Future Periods | Depreciation expense for the future periods related to capitalized software no longer in the application development stage is indicated below (in thousands): For the years ending December 31: 2017 $ 3,278 2018 2,400 2019 1,406 Total $ 7,084 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows (in thousands): Personal Information Services Reporting Unit Insurance and Other Consumer Services Reporting Unit Bail Bonds Industry Solutions Reporting Unit Totals Balance as of December 31, 2016: Gross carrying amount $ 35,253 $ 10,665 $ 1,390 $ 47,308 Accumulated impairment losses (25,837 ) (10,318 ) (1,390 ) (37,545 ) Net carrying value of goodwill 9,416 347 — 9,763 Balance as of December 31, 2015: Gross carrying amount (1) 33,056 12,862 1,390 47,308 Accumulated impairment losses (25,837 ) (10,318 ) (1,390 ) (37,545 ) Net carrying value of goodwill 7,219 2,544 — 9,763 ____________________ (1) As a result of a change in one of our business lines that comprise our operating segments, we were required under U.S. GAAP to allocate our beginning goodwill balance between the Personal Information Services and the Insurance and Other Consumer Services reporting units based on a relative fair value approach. |
Schedule of Goodwill Impairment Tests | We performed the following interim and annual (October 31) goodwill impairment tests. The results are summarized below: Reporting Unit Impairment Test Date Fair value substantially in excess of carrying value Percentage, if not substantially in excess Impairment charge (in thousands) Personal Information Services October 31, 2016 Yes N/A N/A Insurance and Other Consumer Services (2) August 31, 2016 Yes N/A N/A Insurance and Other Consumer Services (3) December 31, 2015 No N/A $10,318 Insurance and Other Consumer Services (4) October 31, 2015 No 18% N/A Personal Information Services (5) September 30, 2015 Yes N/A N/A ____________________ (2) As of October 31, 2016, our annual testing date, we determined that it was more likely than not that the fair value was substantially in excess of its carrying value based upon qualitative factors and the results of our interim impairment test. We tested for impairment as of August 31, 2016 due to the reclassification of our Habits at Work business from our Insurance and Other Consumer Services segment to our Personal Information Services segment. Therefore, it was not necessary to perform the first step of the impairment testing for the Insurance and Other Consumer Services reporting unit at October 31, 2016. (3) We considered the Insurance and Other Consumer Services reporting unit to be at risk of failing the first step of an impairment analysis because of the reduced excess fair value and our consideration of other reductions in projected revenue made subsequent to our annual impairment testing date, and therefore we performed an interim test at December 31, 2015. The additional reductions in projected revenue were the result of management’s determination that certain new product initiatives were more likely than not to be significantly delayed compared to the timeline originally projected. Upon completion of the interim impairment test at December 31, 2015, we incurred a goodwill impairment charge of $10.3 million in the year ended December 31, 2015 in our Insurance and Other Consumer Services reporting unit. (4) Based upon the results of our annual impairment test, its fair value exceeded carrying value by 18%. The decrease in the excess fair value compared to the annual test performed in 2014 was primarily due to the effect of subscriber cancellations during 2015 on actual and projected cash flows and the elimination of a future product initiative, in combination with an increase in carrying value due to the impact of a reduction in a deferred tax liability, related to our goodwill impairment charge in 2014, for goodwill that is deductible for tax purposes. (5) As of October 31, 2015, our annual testing date, we determined that it was more likely than not that the fair value was substantially in excess of its carrying value based upon qualitative factors and the results of our interim impairment test. Therefore, it was not necessary to perform the first step of the impairment testing for the Personal Information Services reporting unit at October 31, 2015. |
Amortizable Intangible Assets | Our intangible assets consisted of the following (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Amortizable intangible assets: Customer related $ 38,874 $ (38,822 ) $ (17 ) $ 35 Marketing related 3,336 (3,143 ) (138 ) 55 Technology related 4,068 (3,197 ) (751 ) 120 Subtotal $ 46,278 $ (45,162 ) $ (906 ) $ 210 Less: held for sale (1,704 ) 1,704 — — Total amortizable intangible assets $ 44,574 $ (43,458 ) $ (906 ) $ 210 December 31, 2015 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Amortizable intangible assets: Customer related $ 38,874 $ (38,552 ) $ — $ 322 Marketing related 3,336 (3,069 ) — 267 Technology related 4,068 (2,964 ) — 1,104 Total amortizable intangible assets $ 46,278 $ (44,585 ) $ — $ 1,693 |
Amortization Expense for Future Periods | We estimate that we will have the following amortization expense for the future periods indicated below (in thousands) For the years ending December 31, 2017 $ 152 2018 58 Total $ 210 |
Accrued Expenses and Other Cu41
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | The components of our accrued expenses and other current liabilities were as follows: December 31, 2016 December 31, 2015 (in thousands) Accrued marketing $ 1,121 $ 1,106 Accrued cost of sales, including credit bureau costs 5,480 7,551 Accrued general and administrative expense and professional fees 2,190 2,712 Insurance premiums 360 444 Estimated liability for non-income business taxes 94 3,427 Other 1,823 605 Total $ 11,068 $ 15,845 |
Accrued Payroll and Employee 42
Accrued Payroll and Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Components of Accrued Payroll and Employee Benefits | The components of our accrued payroll and employee benefits are as follows: December 31, 2016 December 31, 2015 (in thousands) Accrued payroll $ 1,131 $ 782 Accrued benefits 1,685 2,161 Accrued severance 1,440 4,148 Total accrued payroll and employee benefits $ 4,256 $ 7,091 |
Summary of Non-Restructuring and Restructuring Activity | The following table summarizes the non-restructuring and restructuring activity during the years ended December 31, 2016 and 2015 (in thousands): Non- Restructuring Severance Accrued Restructuring Costs Total Accrued Severance Balance at December 31, 2014 $ 65 $ 2,493 $ 2,558 Adjustments to expense 5,289 (48 ) 5,241 Payments (1,397 ) (2,254 ) (3,651 ) Balance at December 31, 2015 3,957 191 4,148 Adjustments to expense 1,671 (182 ) 1,489 Payments (4,188 ) (9 ) (4,197 ) Balance at December 31, 2016 $ 1,440 $ — $ 1,440 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Benefit from Continuing Operations | The components of income tax benefit from continuing operations for the years ended December 31, 2016 and 2015 were as follows: 2016 2015 (in thousands) Current: Federal $ (94 ) $ 6,318 State 75 936 Total current income tax benefit (19 ) 7,254 Deferred: Federal — (11,323 ) State — (2,033 ) Total deferred income tax benefit (expense) — (13,356 ) Total income tax benefit (expense) $ (19 ) $ (6,102 ) |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2016 and 2015, consisted of the following: 2016 2015 (in thousands) Deferred tax assets: Reserves and accrued expenses $ 2,497 $ 4,426 Share based compensation 2,636 2,595 Intangible assets 3,679 9,304 Credit carryforwards 2,148 1,204 Net operating loss and capital loss carryforwards 21,117 4,620 Total deferred tax assets 32,077 22,149 Valuation allowance (30,746 ) (19,813 ) Net deferred tax assets 1,331 2,336 Deferred tax liabilities: Prepaid expenses (2,017 ) (2,782 ) Property, plant, and equipment (1,219 ) (1,459 ) Total deferred tax liabilities (3,236 ) (4,241 ) Net deferred tax asset (liability) $ (1,905 ) $ (1,905 ) |
Summary of Estimated Loss and Tax Credit Carryforwards | Below is a summary of our estimated loss and tax credit carryforwards. If certain substantial changes in the entity’s ownership were to occur, there would be an annual limitation on the amount of the carryforwards that can be utilized in the future. Tax Effected Expiration Federal net operating loss carryforward $ 14,534 2036 Federal general business credits $ 2,674 2034 - 2036 Federal capital loss carryforwards $ 3,588 2019 - 2020 State net operating loss carryforwards $ 2,488 2018 - 2036 State capital loss carryforwards $ 507 2019 - 2020 |
Reconciliation of Statutory Effective Income Tax Rate | The reconciliation of the statutory U.S. federal tax rate of 35% to our effective tax rate is as follows: December 31, 2016 2015 Income tax benefit at federal statutory rate 35.0 % 35.0 % State income tax benefit, net of federal benefit 3.7 % 2.2 % Nondeductible executive compensation -0.6 % -2.5 % Impairment loss 0.0 % -3.8 % Expiration of capital loss carryforward 0.0 % -10.2 % Change in valuation allowances -36.0 % -36.8 % Change in uncertain tax positions 0.0 % -0.2 % General business credit 2.2 % 1.4 % Federal return to provision -0.6 % 0.8 % Other -3.8 % -1.8 % Net income tax expense -0.1 % -15.9 % |
Activity Related to Our Unrecognized Tax Benefits | The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Unrecognized tax benefit, beginning of period $ 1,774 $ 1,538 Gross increases, tax positions in current period 185 151 Gross increases, tax positions in prior period 1 85 Lapse of the statute of limitations — — Unrecognized tax benefit, end of period $ 1,960 $ 1,774 |
Debt and Other Financing (Table
Debt and Other Financing (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Minimum Required Maturities | Minimum required maturities are as follows (in thousands): For the years ending December 31: 2017 2,800 2018 5,600 2019 5,032 Total outstanding $ 13,432 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Fixed Commitments Related to All Non-Cancellable Leases | We have entered into long-term operating lease agreements for office space and capital leases for fixed assets. The minimum fixed commitments related to all non-cancellable leases are as follows: Years Ending December 31, Operating Leases Capital Leases (in thousands) 2017 $ 3,434 $ 644 2018 3,471 534 2019 1,550 355 2020 151 21 2021 93 7 Total minimum lease payments $ 8,699 1,561 Less: amount representing interest (225 ) Present value of minimum lease payments 1,336 Less: current obligation (471 ) Long-term obligations under capital lease $ 865 |
Non Income Business Tax Liability Activity | The following table summarizes the non-income business tax liability activity during the years ended December 31, 2016 and 2015 (in thousands): 2016 2015 Balance, beginning of year $ 3,427 $ 4,458 Adjustments to existing liabilities (2,110 ) 1,136 Payments (1,223 ) (2,167 ) Balance, end of year $ 94 $ 3,427 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | The components of our other long-term liabilities were as follows: December 31, 2016 December 31, 2015 (in thousands) Deferred rent $ 1,850 $ 2,387 Uncertain tax positions, interest and penalties not recognized 1,582 1,508 Accrued general and administrative expenses 4 76 Total other long-term liabilities $ 3,436 $ 3,971 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Stock Option Activity | The following table summarizes our stock option activity: 2016 2015 Weighted Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Average Remaining Contractual Term (in thousands) (In years) Outstanding, beginning of year 778,590 $ 5.36 871,321 $ 6.24 Granted 379,000 $ 2.30 — $ 0.00 Canceled (296,224 ) $ 5.40 (92,731 ) $ 13.64 Exercised — $ 0.00 — $ 0.00 Outstanding, end of year 861,366 $ 3.99 778,590 $ 5.36 $ 799 5.52 Exercisable at end of the year 482,366 $ 5.33 778,590 $ 5.36 $ 158 2.42 |
Summary of RSUs Activity | The following table summarizes our RSUs activity: 2016 2015 Number of RSUs Weighted Average Grant Date Fair Value Number of RSUs Weighted Average Grant Date Fair Value Outstanding, beginning of year 2,167,212 $ 4.24 2,855,149 $ 5.26 Granted: RSUs 789,167 $ 2.38 732,201 $ 3.14 Performance-based restricted stock units (1) 1,552,001 $ 2.35 — $ 0.00 Total Granted 2,341,168 $ 2.36 732,201 $ 3.14 Canceled (2) (598,650 ) $ 4.75 (757,416 ) $ 5.67 Vested (545,784 ) $ 4.59 (662,722 ) $ 5.80 Outstanding, end of year 3,363,946 $ 2.78 2,167,212 $ 4.24 ____________________ (1) Includes the maximum number of shares that may possibly vest from the performance-based restricted stock units (“PBRSUs”) granted in May 2016. (2) Includes shares net-settled to cover statutory employee taxes related to the vesting of restricted stock awards, which increased treasury shares by 76 thousand in the year ended December 31, 2016. |
Stock Option [Member] | |
Summary of Employee Stock Options Outstanding | The following table summarizes information about employee stock options outstanding at December 31, 2016: Options Outstanding Options Exercisable Exercise Price Shares Weighted Average Remaining Contractual Term Weighted Average Exercise Price Shares Weighted Average Exercise Price (In years) $0 — $5.00 688,700 6.25 $ 2.89 309,700 $ 3.62 $5.01 — $10.00 144,916 2.35 $ 7.24 144,916 $ 7.24 $10.01 — $15.00 27,750 3.94 $ 14.35 27,750 $ 14.35 861,366 5.52 $ 3.99 482,366 $ 5.33 |
Segment and Geographic Inform48
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables set forth segment information as of and for the years ended December 31, 2016 and 2015: Personal Information Services (2) Insurance and Other Consumer Services (2) Pet Health Monitoring Bail Bonds Industry Solutions Corporate Consolidated (in thousands) Year Ended December 31, 2016 Net revenue $ 163,702 $ 9,817 $ 70 $ 2,073 $ — $ 175,662 Depreciation 4,438 145 1,489 107 59 6,238 Amortization 187 326 64 — — 577 Income (loss) from operations 15,864 (909 ) (29,397 ) (1,849 ) (11,308 ) (27,599 ) Income (loss) before income taxes 13,182 (909 ) (29,396 ) (1,849 ) (11,478 ) (30,450 ) Year Ended December 31, 2015 Net revenue $ 188,529 $ 13,298 $ 53 $ 1,947 $ — $ 203,827 Depreciation 4,285 234 1,204 79 175 5,977 Amortization 93 545 49 — — 687 Income (loss) from operations (1) 14,162 (10,353 ) (19,415 ) (603 ) (22,045 ) (38,254 ) Income (loss) before income taxes (1) 14,201 (10,362 ) (19,414 ) (604 ) (22,207 ) (38,386 ) ______________________________ (1) In the year ended December 31, 2016, we implemented an allocation policy to charge a portion of general and administrative expenses from our Corporate business unit into our other segments, which increased operating expenses primarily in our Personal Information Services segment. The charge is a reasonable estimate of the services provided by our Corporate business unit to support each segment’s operations. For comparability, the results of operations for the year ended December 31, 2015 have been recast to reflect this allocation. For additional information, please see Note 2 to our consolidated financial statements. (2) Beginning in September 2016, our Habits at Work business was reclassified from our Insurance and Other Consumer Services segment to our Personal Information Services segment due to a change in business strategy. We concluded that the impact to our consolidated financial statements was not material, and therefore we have not recast our segment disclosures for any periods prior to September 2016. We recorded non-cash impairments in intangibles and other assets totaling $8.5 million in multiple segments in the year ended December 31, 2016, which increased the loss from operations. For additional information, please see Notes 5, 9, 11 and 13. We recorded a non-cash goodwill impairment of $10.3 million in our Insurance and Other Consumer Services segment in the year ended December 31, 2015, which increased the loss from operations. For additional information, please see Note 13. In addition, we recorded a non-cash impairment of $7.4 million of our long term investment in our Corporate business unit in the year ended December 31, 2015. For additional information, please see Note 12. As of December 31, 2016 As of December 31, 2015 Property and Equipment, net Total Assets Property and Equipment, net Total Assets (in thousands) Segment: Personal Information Services $ 10,391 $ 36,123 $ 8,843 $ 33,056 Insurance and Other Consumer Services 123 11,092 549 16,074 Pet Health Monitoring 21 492 3,702 9,408 Bail Bonds Industry Solutions 247 137 209 685 Corporate 76 5,013 135 10,807 Subtotal 10,858 52,857 13,438 70,030 Less: held for sale (247 ) — — — Consolidated $ 10,611 $ 52,857 $ 13,438 $ 70,030 |
Schedule of Generated Revenue | We generated revenue in the following geographic areas: United States Canada Consolidated (in thousands) Revenue For the year ended December 31, 2016 $ 163,174 $ 12,488 $ 175,662 For the year ended December 31, 2015 $ 186,316 $ 17,511 $ 203,827 |
Quarterly Financial Data (Una49
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Components of Quarterly Financial Data | First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands) Year ended December 31, 2016: Net revenue $ 45,648 $ 44,751 $ 43,062 $ 42,201 Loss from operations (3,931 ) (4,373 ) (7,386 ) (11,909 ) Loss before income taxes (4,259 ) (5,307 ) (8,241 ) (12,643 ) Net loss (4,266 ) (5,307 ) (8,108 ) (12,788 ) Basic and diluted loss per common share $ (0.19 ) $ (0.23 ) $ (0.35 ) $ (0.54 ) Year ended December 31, 2015: Net revenue $ 55,512 $ 51,968 $ 48,939 $ 47,408 Loss from operations (1,509 ) (11,067 ) (6,575 ) (19,103 ) Loss before income taxes (1,695 ) (11,036 ) (6,711 ) (18,944 ) Net loss (1,224 ) (24,840 ) (4,328 ) (14,096 ) Basic and diluted loss per common share $ (0.06 ) $ (1.28 ) $ (0.22 ) $ (0.68 ) |
Organization and Business - Add
Organization and Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of other reportable segments | 3 |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)Incentive_Planshares | Dec. 31, 2015USD ($)shares | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
Subscription period | 1 year | |
Insurance premiums | $ 360,000 | $ 444,000 |
GOODWILL | $ 9,763,000 | $ 9,763,000 |
Number of equity incentive plan | Incentive_Plan | 1 | |
Number of stock options granted | shares | 0 | |
Expected dividend yield of options granted | 0.00% | |
Expected volatility of options granted | 45.00% | |
Risk-free interest rate of options granted | 1.10% | |
Expected term of options granted | 4 years 9 months 18 days | |
Tax benefits recognized | 50.00% | |
Purchase of treasury stock, shares | shares | 0 | 0 |
Common stock received as liquidation distribution | shares | 210,000 | |
Increase in treasury shares | shares | 76,000 | |
Treasury Stock [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
Purchase of treasury stock, shares | shares | 0 | 0 |
Software [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
Property and equipment, estimated life | 3 years | |
Insurance And Other Consumer Services [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
GOODWILL | $ 347,000 | $ 2,544,000 |
Personal Information Services [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
GOODWILL | 9,416,000 | $ 7,219,000 |
Other Reporting Units [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
GOODWILL | 0 | |
Minimum [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
Subscription price per month | $ 4.99 | |
Intangible assets, estimated useful lives | 2 years | |
Property and equipment, estimated life | 3 years | |
Maximum [Member] | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||
Subscription price per month | $ 25 | |
Period of payments collection from large financial institutions | 30 days | |
Intangible assets, estimated useful lives | 10 years | |
Advertising benefit expected to received in period | 12 months | |
Property and equipment, estimated life | 5 years |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands | Jun. 26, 2015 | Mar. 03, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Share based compensation | $ 4,882,000 | $ 5,441,000 | ||
Common stock received as liquidation distribution | 210 | |||
Impairment charge | $ 8,471,000 | $ 7,355,000 | ||
Acquisition-related Costs [Member] | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring pro forma adjustments | 284,000 | |||
Health at Work Wellness Actuaries LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date | Mar. 3, 2015 | |||
Common stock, shares issued | 413 | 230 | ||
Earn-out payment in cash for first measurement period | $ 64,000 | |||
Estimated earn-out payment for second measurement period to be paid in shares of common stock | 706,000 | |||
Share based compensation | 1,100,000 | |||
Share based compensation for second measurement period | 0 | |||
Share based compensation for third measurement period | $ 0 | |||
Health at Work Wellness Actuaries LLC [Member] | General and Administrative Expenses [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related costs | $ 88,000 | |||
Health at Work Wellness Actuaries LLC [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price of common stock | $ 3.75 | |||
Health at Work Wellness Actuaries LLC [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, aggregate earn-out payments | $ 1,000,000 | |||
White Sky, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date | Jun. 26, 2015 | |||
Common stock, shares issued | 353 | 353 | ||
Common stock received as liquidation distribution | 210 | |||
Acquisition-date fair value of investment | $ 1,029,000 | $ 1,000,000 | ||
Carrying value of investment in excess of the acquisition-date fair value | 8,400,000 | |||
Impairment charge | 7,400,000 | |||
White Sky, Inc. [Member] | Acquisition-related Costs [Member] | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring pro forma adjustments | 284,000 | |||
White Sky, Inc. [Member] | Personal Information Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill deductible period for income tax purposes | 15 years | |||
White Sky, Inc. [Member] | General and Administrative Expenses [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related costs | $ 159,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Consideration Transferred (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Mar. 03, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Cash | $ 626 | ||
Health at Work Wellness Actuaries LLC [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | $ 1,551 | ||
Cash | 1 | ||
Fair value of consideration transferred | $ 1,552 | ||
White Sky, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Common stock | $ 576 | ||
Cash | 796 | ||
Fair value of consideration transferred | 1,372 | ||
Fair value of previously held equity interest in White Sky | 1,029 | $ 1,000 | |
Fair value of final purchase price transferred including previously held equity interest | $ 2,401 |
Business Acquisitions - Summa54
Business Acquisitions - Summary of Final Fair Value of Assets Acquired (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 26, 2015 | Mar. 03, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,763 | $ 9,763 | ||
Health at Work Wellness Actuaries LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Furniture and fixtures, net | $ 3 | |||
Deferred tax liability | (369) | |||
Total identifiable net assets | 559 | |||
Goodwill | 993 | |||
Net assets acquired | 1,552 | |||
Health at Work Wellness Actuaries LLC [Member] | Technology Related [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 882 | |||
Health at Work Wellness Actuaries LLC [Member] | Marketing Related [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | $ 43 | |||
White Sky, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt-free net working capital | $ 104 | |||
Furniture and fixtures, net | 90 | |||
Deposits | 52 | |||
Equipment loans | (25) | |||
Total identifiable net assets | 711 | |||
Goodwill | 1,690 | |||
Net assets acquired | 2,401 | |||
White Sky, Inc. [Member] | Technology Related [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 240 | |||
White Sky, Inc. [Member] | Marketing Related [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 110 | |||
White Sky, Inc. [Member] | Customer Related [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | $ 140 |
Business Acquisitions - Summa55
Business Acquisitions - Summary of Consideration Transferred (Parenthetical) (Detail) - White Sky, Inc. [Member] $ in Thousands | Jun. 26, 2015USD ($) |
Business Acquisition [Line Items] | |
Common stock, distribution | $ 624 |
Cash, distribution | $ 405 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Pro Forma Information (Detail) - White Sky, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisitions Pro Forma Information [Line Items] | |
Pro forma revenue | $ 206,121 |
Pro forma net loss | $ (45,305) |
Assets and Liabilities Held f57
Assets and Liabilities Held for Sale - Major Classes of Assets and Liabilities Held for Sale (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Assets of disposal group held for sale: | |
Cash and cash equivalents | $ 321 |
Property and equipment, net | 247 |
Total assets of disposal group held for sale | 104 |
Liabilities of disposal group held for sale: | |
Total liabilities of disposal group held for sale | 104 |
Captira [Member] | Assets and Liabilities Held for Sale [Member] | |
Assets of disposal group held for sale: | |
Cash and cash equivalents | 321 |
Accounts receivable, net | 177 |
Prepaid expenses and other current assets | 97 |
Property and equipment, net | 247 |
Other assets | 6 |
Write-down to fair value | (744) |
Total assets of disposal group held for sale | 104 |
Liabilities of disposal group held for sale: | |
Accounts payable | 9 |
Accrued expenses and other current liabilities | 15 |
Accrued payroll and employee benefits | 80 |
Total liabilities of disposal group held for sale | $ 104 |
Assets and Liabilities Held f58
Assets and Liabilities Held for Sale - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Impairment of intangibles and other assets | $ 8,471 | $ 7,355 |
Captira [Member] | Assets and Liabilities Held for Sale [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Impairment of intangibles and other assets | $ 744 |
Earnings Per Common Share - Add
Earnings Per Common Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Common stock and unvested restricted stock units excluded from the computation of diluted earnings per common share | 4.4 | 3.6 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Basic Loss Per Common Share to Diluted Loss Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||||||||||
Net loss available to common shareholders — basic and diluted | $ (12,788) | $ (8,108) | $ (5,307) | $ (4,266) | $ (14,096) | $ (4,328) | $ (24,840) | $ (1,224) | $ (30,469) | $ (44,488) |
Weighted average common shares outstanding — basic | 23,259 | 19,677 | ||||||||
Weighted average common shares outstanding — diluted | 23,259 | 19,677 | ||||||||
Net loss per common share — basic and diluted | $ (0.54) | $ (0.35) | $ (0.23) | $ (0.19) | $ (0.68) | $ (0.22) | $ (1.28) | $ (0.06) | $ (1.31) | $ (2.26) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers in or out of Level 1 and Level 2 | $ 0 | $ 0 |
Transfers in or out of Level 2 and Level 1 | 0 | 0 |
Assets held for sale, carrying amount | 848,000 | |
Loss on assets held for sale included in impairment of intangible and other assets | (744,000) | |
Impairment charge | 8,471,000 | $ 7,355,000 |
Significant other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held for sale, estimated fair value | $ 104,000 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Assets Measured on a Non-recurring Basis (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Assets: | |
Assets held for sale, Total Gains (Losses) | $ (744) |
Significant other Observable Inputs (Level 2) [Member] | |
Assets: | |
Assets held for sale, Fair Value | 104 |
Fair Value, Measurements, Nonrecurring [Member] | |
Assets: | |
Assets held for sale, Fair Value | 104 |
Assets held for sale, Total Gains (Losses) | (744) |
Fair Value, Measurements, Nonrecurring [Member] | Significant other Observable Inputs (Level 2) [Member] | |
Assets: | |
Assets held for sale, Fair Value | $ 104 |
Prepaid Expenses and Other Cu63
Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid services | $ 873 | $ 709 |
Other prepaid contracts | 2,300 | 3,416 |
Restricted cash | 375 | |
Other | 316 | 3,399 |
Total | $ 3,864 | $ 7,524 |
Prepaid Expenses and Other Cu64
Prepaid Expenses and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses and Other Current Assets [Line Items] | ||
Inventory | $ 250 | $ 2,253 |
Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses and Other Current Assets [Line Items] | ||
Inventory | $ 2,600 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | ||
Inventory | $ 250 | $ 2,253 |
Adjustment for surplus and obsolete inventories | 801 | |
Voyce Operations [Member] | ||
Inventory [Line Items] | ||
Inventory impairment based on estimated salvage values | 3,800 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Inventory [Line Items] | ||
Inventory | 2,600 | |
Pet Health Monitoring [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 250 | 2,300 |
Inventory, finished goods | 1,900 | |
Inventory, raw materials | $ 358 |
Deferred Subscription Solicit66
Deferred Subscription Solicitation and Commission Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred subscription solicitation and commission costs | $ 5,050 | $ 6,961 |
Amortization of deferred subscription solicitation costs | 12,656 | 17,538 |
Marketing costs | $ 3,000 | $ 4,100 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 40,449 | $ 41,823 |
Less: accumulated depreciation | (29,591) | (28,385) |
Less: held for sale, net | (247) | |
Property and equipment — net | 10,611 | 13,438 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 20,381 | 19,716 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 15,345 | 16,507 |
Software Development-in-Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 584 | 584 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,239 | 1,406 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 2,900 | $ 3,610 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation of property and equipment | $ 6,238,000 | $ 5,977,000 |
Disposal of fixed assets | 3,700,000 | 13,200,000 |
Reduction in accumulated depreciation due to retirements | 2,400,000 | 13,200,000 |
Gain on sale of building and land | (451,000) | (65,000) |
Fixed asset impairment charge | 1,900,000 | 0 |
Additional capital lease agreement | 884,000 | 1,000,000 |
Accumulated depreciation | 1,000,000 | 1,600,000 |
Pet Health Monitoring [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Reduction in property and equipment due to impairment | 5,600,000 | |
Reduction in accumulated depreciation due to impairment | 2,600,000 | |
Land and Building [Member] | General and Administrative Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gain on sale of building and land | 180,000 | |
Land and Building [Member] | Arlington Heights, Illinois [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of building and land | 750,000 | |
Assets held for sale | 214,000 | |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposal of fixed assets | $ 1,700,000 | $ 1,800,000 |
Property and Equipment - Summ69
Property and Equipment - Summary of Internally Developed Capitalized Software (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount, Beginning Balance | $ 41,823 | |
Disposals | (3,700) | $ (13,200) |
Gross Carrying Amount, Ending Balance | 40,449 | 41,823 |
Accumulated Depreciation, Beginning Balance | (28,385) | |
Disposals | 1,000 | 1,600 |
Depreciation expense | (6,238) | (5,977) |
Accumulated Depreciation, Ending Balance | (29,591) | (28,385) |
Net Carrying Amount, Beginning Balance | 13,438 | |
Net Carrying Amount, Ending Balance | 10,611 | 13,438 |
Depreciation Expense Related to Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Carrying Amount, Beginning Balance | 14,582 | 13,754 |
Additions | 5,179 | 7,810 |
Disposals | (606) | (6,982) |
Impairment | (4,140) | |
Gross Carrying Amount, Ending Balance | 15,015 | 14,582 |
Accumulated Depreciation, Beginning Balance | (6,880) | (11,169) |
Disposals | 434 | 6,982 |
Depreciation expense | (3,742) | (2,693) |
Impairment | 2,257 | |
Accumulated Depreciation, Ending Balance | (7,931) | (6,880) |
Net Carrying Amount, Beginning Balance | 7,702 | 2,585 |
Disposals | (172) | |
Impairment | (1,883) | |
Net Carrying Amount, Ending Balance | $ 7,084 | $ 7,702 |
Property and Equipment - Amorti
Property and Equipment - Amortization Expense for Future Periods (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
2,017 | $ 152 | |
2,018 | 58 | |
Net Carrying Amount | 210 | $ 1,693 |
Depreciation Expense Related to Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
2,017 | 3,278 | |
2,018 | 2,400 | |
2,019 | 1,406 | |
Net Carrying Amount | $ 7,084 |
Property and Equipment - Leased
Property and Equipment - Leased Property Held under Capital Leases and Included in Property and Equipment (Detail) - Machinery and Equipment [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Leased property | $ 2,093 | $ 3,104 |
Less: accumulated depreciation | (737) | (1,229) |
Leased property, net | $ 1,356 | $ 1,875 |
Long-Term Investments - Additio
Long-Term Investments - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Investments [Line Items] | |||
Impairment charge | $ 8,471 | $ 7,355 | |
White Sky, Inc. [Member] | |||
Schedule of Investments [Line Items] | |||
Acquisition-date fair value of investment | $ 1,029 | 1,000 | |
Carrying value of investment in excess of the acquisition-date fair value | 8,400 | ||
Impairment charge | $ 7,400 |
Goodwill and Intangibles - Chan
Goodwill and Intangibles - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | ||
Gross carrying amount | $ 47,308 | $ 47,308 |
Accumulated impairment losses | (37,545) | (37,545) |
Net carrying value of goodwill | 9,763 | 9,763 |
Personal Information Services [Member] | ||
Goodwill [Line Items] | ||
Gross carrying amount | 35,253 | 33,056 |
Accumulated impairment losses | (25,837) | (25,837) |
Net carrying value of goodwill | 9,416 | 7,219 |
Insurance And Other Consumer Services [Member] | ||
Goodwill [Line Items] | ||
Gross carrying amount | 10,665 | 12,862 |
Accumulated impairment losses | (10,318) | (10,318) |
Net carrying value of goodwill | 347 | 2,544 |
Bail Bonds Industry Solutions [Member] | ||
Goodwill [Line Items] | ||
Gross carrying amount | 1,390 | 1,390 |
Accumulated impairment losses | $ (1,390) | $ (1,390) |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Goodwill Impairment Tests (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | |
Goodwill [Line Items] | |||
Impairment charge | $ 10,318 | ||
Personal Information Services on October 31, 2016 [Member] | |||
Goodwill [Line Items] | |||
Impairment Test Date | Oct. 31, 2016 | ||
Fair value substantially in excess of carrying value | Yes | ||
Insurance and Other Consumer Services on August 31, 2016 [Member] | |||
Goodwill [Line Items] | |||
Impairment Test Date | Aug. 31, 2016 | ||
Fair value substantially in excess of carrying value | Yes | ||
Insurance and Other Consumer Services on December 31, 2015 [Member] | |||
Goodwill [Line Items] | |||
Impairment Test Date | Dec. 31, 2015 | ||
Fair value substantially in excess of carrying value | No | ||
Impairment charge | $ 10,318 | ||
Insurance and Other Consumer Services on October 31, 2015 [Member] | |||
Goodwill [Line Items] | |||
Impairment Test Date | Oct. 31, 2015 | ||
Fair value substantially in excess of carrying value | No | ||
Percentage, if not substantially in excess | 18.00% | ||
Personal Information Services on September 30, 2015 [Member] | |||
Goodwill [Line Items] | |||
Impairment Test Date | Sep. 30, 2015 | ||
Fair value substantially in excess of carrying value | Yes |
Goodwill and Intangibles - Su75
Goodwill and Intangibles - Summary of Goodwill Impairment Tests (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Oct. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 10,318 | |
Insurance and Other Consumer Services on December 31, 2015 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill | $ 10,318 | |
Insurance and Other Consumer Services on October 31, 2015 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Percentage of fair value in excess of carrying amount | 18.00% |
Goodwill and Intangibles - Amor
Goodwill and Intangibles - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Including held for sale | $ 46,278 | |
Accumulated Amortization, Including held for sale | (45,162) | |
Impairment, Including held for sale | (906) | |
Net Carrying Amount, Including held for sale | 210 | |
Gross Carrying Amount, Held for sale | (1,704) | |
Accumulated Amortization, Held for sale | 1,704 | |
Gross Carrying Amount | 44,574 | $ 46,278 |
Accumulated Amortization | (43,458) | (44,585) |
Impairment | (906) | |
Net Carrying Amount | 210 | 1,693 |
Customer Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Including held for sale | 38,874 | |
Accumulated Amortization, Including held for sale | (38,822) | |
Impairment, Including held for sale | (17) | |
Net Carrying Amount, Including held for sale | 35 | |
Gross Carrying Amount | 38,874 | |
Accumulated Amortization | (38,552) | |
Net Carrying Amount | 322 | |
Marketing Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Including held for sale | 3,336 | |
Accumulated Amortization, Including held for sale | (3,143) | |
Impairment, Including held for sale | (138) | |
Net Carrying Amount, Including held for sale | 55 | |
Gross Carrying Amount | 3,336 | |
Accumulated Amortization | (3,069) | |
Net Carrying Amount | 267 | |
Technology Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Including held for sale | 4,068 | |
Accumulated Amortization, Including held for sale | (3,197) | |
Impairment, Including held for sale | (751) | |
Net Carrying Amount, Including held for sale | $ 120 | |
Gross Carrying Amount | 4,068 | |
Accumulated Amortization | (2,964) | |
Net Carrying Amount | $ 1,104 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Aggregate amortization expense | $ 577 | $ 687 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful lives | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful lives | 10 years |
Goodwill and Intangibles - Am78
Goodwill and Intangibles - Amortization Expense for Future Periods (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2,017 | $ 152 | |
2,018 | 58 | |
Net Carrying Amount | $ 210 | $ 1,693 |
Accrued Expenses and Other Cu79
Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities And Other Liabilities [Abstract] | |||
Accrued marketing | $ 1,121 | $ 1,106 | |
Accrued cost of sales, including credit bureau costs | 5,480 | 7,551 | |
Accrued general and administrative expense and professional fees | 2,190 | 2,712 | |
Insurance premiums | 360 | 444 | |
Estimated liability for non-income business taxes | 94 | 3,427 | $ 4,458 |
Other | 1,823 | 605 | |
Total | $ 11,068 | $ 15,845 |
Accrued Expenses and Other Cu80
Accrued Expenses and Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Accrued Expenses And Other Current Liabilities [Line Items] | ||
Reduction in liability for non-income tax audits | $ 3,300 | |
Payment to resolve a previously recorded non-income tax liability | 1,223 | $ 2,167 |
Consumer Financial Protection Bureau Litigation Matter [Member] | ||
Schedule Of Accrued Expenses And Other Current Liabilities [Line Items] | ||
Penalty paid | $ 63 | $ 1,200 |
Accrued Payroll and Employee 81
Accrued Payroll and Employee Benefits - Components of Accrued Payroll and Employee Benefits (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued payroll | $ 1,131 | $ 782 |
Accrued benefits | 1,685 | 2,161 |
Accrued severance | 1,440 | 4,148 |
Total accrued payroll and employee benefits | $ 4,256 | $ 7,091 |
Accrued Payroll and Employee 82
Accrued Payroll and Employee Benefits - Summary of Non-Restructuring and Restructuring Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges, beginning balance | $ 4,148 | |
Restructuring Charges, ending balance | 1,440 | $ 4,148 |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges, beginning balance | 4,148 | 2,558 |
Adjustments to expense | 1,489 | 5,241 |
Payments | (4,197) | (3,651) |
Restructuring Charges, ending balance | 1,440 | 4,148 |
Non-Restructuring Severance [Member] | Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges, beginning balance | 3,957 | 65 |
Adjustments to expense | 1,671 | 5,289 |
Payments | (4,188) | (1,397) |
Restructuring Charges, ending balance | 1,440 | 3,957 |
Workforce Reduction Plan [Member] | Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges, beginning balance | 191 | 2,493 |
Adjustments to expense | (182) | (48) |
Payments | $ (9) | (2,254) |
Restructuring Charges, ending balance | $ 191 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ (94) | $ 6,318 |
State | 75 | 936 |
Total current income tax benefit | (19) | 7,254 |
Deferred: | ||
Federal | (11,323) | |
State | (2,033) | |
Total deferred income tax benefit (expense) | (13,356) | |
Total income tax benefit (expense) | $ (19) | $ (6,102) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets Net [Abstract] | ||
Reserves and accrued expenses | $ 2,497 | $ 4,426 |
Share based compensation | 2,636 | 2,595 |
Intangible assets | 3,679 | 9,304 |
Credit carryforwards | 2,148 | 1,204 |
Net operating loss and capital loss carryforwards | 21,117 | 4,620 |
Total deferred tax assets | 32,077 | 22,149 |
Valuation allowance | (30,746) | (19,813) |
Net deferred tax assets | 1,331 | 2,336 |
Prepaid expenses | (2,017) | (2,782) |
Property, plant, and equipment | (1,219) | (1,459) |
Total deferred tax liabilities | (3,236) | (4,241) |
Net deferred tax asset (liability) | $ (1,905) | $ (1,905) |
Income Taxes - Summary of Estim
Income Taxes - Summary of Estimated Loss and Tax Credit Carryforwards (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Tax Credit Carryforward [Line Items] | |
Federal net operating loss carryforward, Tax Effected | $ 14,534 |
State net operating loss carryforwards, Tax Effected | 2,488 |
Federal [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal general business credits, Tax Effected | 2,674 |
Capital loss carryforwards, Tax Effected | $ 3,588 |
Federal net operating loss carryforward, Expiration | 2,036 |
Federal [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal general business credits, Expiration | 2,034 |
Capital loss carryforwards, Expiration | 2,019 |
Federal [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal general business credits, Expiration | 2,036 |
Capital loss carryforwards, Expiration | 2,020 |
State [Member] | |
Tax Credit Carryforward [Line Items] | |
Capital loss carryforwards, Tax Effected | $ 507 |
State [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Capital loss carryforwards, Expiration | 2,019 |
State net operating loss carryforwards, Expiration | 2,018 |
State [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Capital loss carryforwards, Expiration | 2,020 |
State net operating loss carryforwards, Expiration | 2,036 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
Effective income tax rate reconciliation of statutory U.S. federal tax rate | 35.00% | 35.00% |
Effective tax rate | (0.10%) | (15.90%) |
Gross decreases in tax positions | $ 0 | $ 0 |
Decreases related to settlements with taxing authorities | 0 | 0 |
Interest expense as a result of Gross increases unrecognized tax benefit | 74,000 | 74,000 |
Net decrease to interest expense | $ 0 | $ 0 |
Income tax examination, description | The Company is subject to taxation in the U.S. and various state jurisdictions. As of December 31, 2016, we were subject to examination in the U.S. federal tax jurisdiction for the 2013 through 2015 tax years and in various state jurisdictions for the 2005 through 2015 tax years. We are currently under federal examination for tax years 2010 through 2012 related to credits claimed | |
Maximum [Member] | General Business Credits [Member] | ||
Income Tax Contingency [Line Items] | ||
Reasonably possible decrease in unrecognized tax benefits within the next 12 months | $ 1,200,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Income tax benefit at federal statutory rate | 35.00% | 35.00% |
State income tax benefit, net of federal benefit | 3.70% | 2.20% |
Nondeductible executive compensation | (0.60%) | (2.50%) |
Impairment loss | 0.00% | (3.80%) |
Expiration of capital loss carryforward | 0.00% | (10.20%) |
Change in valuation allowances | (36.00%) | (36.80%) |
Change in uncertain tax positions | (0.00%) | (0.20%) |
General business credit | 2.20% | 1.40% |
Federal return to provision | (0.60%) | 0.80% |
Other | (3.80%) | (1.80%) |
Net income tax expense | (0.10%) | (15.90%) |
Income Taxes - Activity Related
Income Taxes - Activity Related to Our Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefit, beginning of period | $ 1,774 | $ 1,538 |
Gross increases, tax positions in current period | 185 | 151 |
Gross increases, tax positions in prior period | 1 | 85 |
Unrecognized tax benefit, end of period | $ 1,960 | $ 1,774 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 26, 2015 | Mar. 03, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||
Common stock received as liquidation distribution | 210,000 | ||||
Sale of common stock under irrevocable subscription agreements to affiliates, shares | 26,730,000 | 27,303,000 | 26,730,000 | ||
Stock issuance proceeds, net of stock issuance costs | $ 7,394 | ||||
Private Placement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock under irrevocable subscription agreements to affiliates, shares | 3,000,000 | 3,000,000 | |||
Sale of common stock under irrevocable subscription agreements to affiliates, per share | $ 2.50 | $ 2.50 | |||
Stock issuance proceeds, net of stock issuance costs | $ 7,500 | $ 7,500 | |||
Health at Work Wellness Actuaries LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business acquisition, date | Mar. 3, 2015 | ||||
Common stock, shares issued | 413,000 | 230,000 | |||
White Sky, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business acquisition, date | Jun. 26, 2015 | ||||
Common stock, shares issued | 353,000 | 353,000 | |||
Common stock received as liquidation distribution | 210,000 | ||||
Digital Matrix Systems [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment of monthly installments for monitoring credit and on-line credit analysis services | $ 937 | $ 937 | |||
Amount owed to related parties | $ 142 | $ 70 | $ 142 | ||
Data services agreement term | 1 year | ||||
Payments for development, implementation and monthly service fees | $ 753 | ||||
Fees payable for credit information processing services and implementation and disaster recovery services | 92 | ||||
Loeb Partners Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory fees paid | $ 553 |
Debt and Other Financing - Addi
Debt and Other Financing - Additional Information (Detail) - USD ($) | Dec. 14, 2016 | Mar. 21, 2016 | Dec. 31, 2016 |
Line Of Credit Facility [Line Items] | |||
Credit agreement, amendment date | Dec. 14, 2016 | ||
Short-term debt classified, net | $ 2,100,000 | ||
i4c Innovations [Member] | Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Investment in subsidiary and for general corporate purposes | $ 15,000,000 | ||
Crystal Financial SPV LLC [Member] | Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit facility maximum borrowing capacity | $ 20,000,000 | ||
Credit agreement, maturity date | Mar. 21, 2019 | ||
Crystal Financial SPV LLC [Member] | Amended Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit agreement, maturity date | Oct. 7, 2016 | ||
Loan agreement interest rate description | Amounts borrowed under the Amended Credit Agreement bear interest at the greater of LIBOR plus 10% per annum or 10.5% per annum. | ||
Debt Instrument, payment descriptions | Under the Amendment, the aggregate principal amount of the term loans outstanding must be repaid quarterly starting September 30, 2017 and on the last day of each fiscal quarter thereafter in the quarterly amount of $1.4 million. Certain income tax refunds specified in the Amended Credit Agreement, if agreed upon subsequent to June 30, 2017, must be used to repay principal in the quarter in which we receive them and will be applied to the scheduled quarterly principal payment for that quarter. The Amended Credit Agreement also requires the prepayment of the aggregate principal amount outstanding in an amount equal to 50% of our excess cash flow (as defined in the Amended Credit Agreement) for each fiscal year commencing with the fiscal year ending December 31, 2017 and continuing thereafter. | ||
Debt Instrument, frequency of periodic payment | quarterly | ||
Debt Instrument, aggregate principal amount of term loan outstanding repayment starting date | Sep. 30, 2017 | ||
Debt Instrument, periodic payment, principal | $ 1,400,000 | ||
Percentage of cash flow required for prepayment | 50.00% | ||
Debt Instrument, aggregate principal amount of term loan outstanding prepayment starting date | Dec. 31, 2017 | ||
Outstanding borrowings | $ 13,400,000 | ||
Unamortized debt issuance costs | $ 1,200,000 | ||
Percentage of minimum cash required on total outstanding amount until June 30, 2017 | 25.00% | ||
Percentage of minimum cash required on total outstanding amount subsequent to June 30, 2017 | 40.00% | ||
Maximum churn percentage required to maintain on quarterly basis | 1.875% | ||
Percentage of minimum revenue decrease if covenant violation exists | 20.00% | ||
Maximum non-recurring charges incurred adjusted to consolidated EBITDA | $ 4,300,000 | ||
Credit agreement, covenant description | The Amended Credit Agreement requires us to maintain at all times a minimum cash on hand amount, as defined in the Amended Credit Agreement, of at least 25% of the total amount outstanding under the term loan until June 30, 2017 and 40% of the total amount outstanding under the term loan subsequent to June 30, 2017. The Amended Credit Agreement also requires us to maintain on a quarterly basis a maximum churn (defined as (i) the sum of subscribers who have discontinued the provision of services provided under certain of our customer’s agreements as of the end of any fiscal month divided by (ii) the aggregate total number of all active subscribers under that certain customer agreement as of the first day of such fiscal month, expressed as a percentage) of 1.875%. Further, if our rights to provide services to subscribers under our agreements with Bank of America cease as a result of Bank of America transferring the provision of such services or using a different service provider and such cessation results in greater than a 20% decline in our consolidated revenue, a covenant violation exists under the Amended Credit Agreement. | ||
Credit agreement, covenant compliance | We are also required to maintain compliance on a quarterly basis with specified minimum consolidated EBITDA (as defined in the Amended Credit Agreement and adjusted for certain non-cash, non-recurring and other items, and up to $4.3 million of non-recurring charges incurred in the wind-down events). As of December 31, 2016, we were in compliance with all such covenants. | ||
Crystal Financial SPV LLC [Member] | Amended Credit Agreement [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit agreement, minimum borrowed interest rate | 10.50% | ||
Crystal Financial SPV LLC [Member] | Amended Credit Agreement [Member] | LIBOR [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit agreement, basis spread on variable interest rate | 10.00% | ||
Crystal Financial SPV LLC [Member] | i4c Innovations [Member] | Amended Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Additional amount permitted to invest in subsidiary to complete wind-down | $ 2,200,000 | ||
Crystal Financial SPV LLC [Member] | i4c Innovations [Member] | Amended Credit Agreement [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Proceeds from sale of assets exempt from prepayment of term loan | $ 2,200,000 | ||
Silicon Valley Bank [Member] | Loan Agreement [Member] | Revolving Credit Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit facility maximum borrowing capacity | $ 5,000,000 | ||
Outstanding borrowings | $ 0 |
Debt and Other Financing - Summ
Debt and Other Financing - Summary of Minimum Required Maturities (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Long Term Debt [Abstract] | |
2,017 | $ 2,800 |
2,018 | 5,600 |
2,019 | 5,032 |
Total outstanding | $ 13,432 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Fixed Commitments Related to All Non-Cancellable Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
2,017 | $ 3,434 | |
2,018 | 3,471 | |
2,019 | 1,550 | |
2,020 | 151 | |
2,021 | 93 | |
Total minimum lease payments | 8,699 | |
Capital Leases, 2017 | 644 | |
Capital Leases, 2018 | 534 | |
Capital Leases, 2019 | 355 | |
Capital Leases, 2020 | 21 | |
Capital Leases, 2021 | 7 | |
Capital Leases, Total minimum lease payments | 1,561 | |
Less: amount representing interest | (225) | |
Present value of minimum lease payments | 1,336 | |
Less: current obligation | (471) | $ (631) |
Long-term obligations under capital lease | $ 865 | $ 1,147 |
Commitments and Contingencies93
Commitments and Contingencies - Additional Information (Detail) | Jan. 20, 2016USD ($) | Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($) | Oct. 06, 2016USD ($) |
Loss Contingencies [Line Items] | ||||
Additional capital lease agreement | $ 884,000 | $ 1,000,000 | ||
Rental expenses included in general and administrative expenses | 3,000,000 | 2,600,000 | ||
Significant liabilities accrued for legal proceedings | 0 | |||
Reduction in liability for non-income tax audits | 3,300,000 | |||
Payment to resolve a previously recorded non-income tax liability | 1,223,000 | 2,167,000 | ||
Contract obligation future minimum non-refundable total payment | $ 84,800,000 | |||
Contract obligation future minimum non-refundable payment end date | Dec. 31, 2021 | |||
Contract obligation future minimum non-refundable payment terms | payable in monthly and yearly installments through December 31, 2021. | |||
General and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Claimable damages | $ 1,500,000 | |||
Costco Wholesale Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lawsuit filing date | January 20, 2016 | |||
Name of defendant | Costco Wholesale Corporation (“Costco”) | |||
One-time, lump sum receivable on claims | $ 1,500,000 | |||
Costco Wholesale Corporation [Member] | Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Claimable damages | $ 2,000,000 | |||
Consumer Financial Protection Bureau Litigation Matter [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lawsuit filing date | July 1, 2015 | |||
Number of plaintiffs | customer | 661 | |||
Penalty paid | $ 63,000 | $ 1,200,000 | ||
Subscriber [Member] | Consumer Financial Protection Bureau Litigation Matter [Member] | ||||
Loss Contingencies [Line Items] | ||||
Refunds paid to certain subscribers | $ 63,000 |
Commitments and Contingencies94
Commitments and Contingencies - Non Income Business Tax Liability Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Balance, beginning of year | $ 3,427 | $ 4,458 |
Adjustments to existing liabilities | (2,110) | 1,136 |
Payments | (1,223) | (2,167) |
Balance, end of year | $ 94 | $ 3,427 |
Other Long-Term Liabilities - O
Other Long-Term Liabilities - Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 1,850 | $ 2,387 |
Uncertain tax positions, interest and penalties not recognized | 1,582 | 1,508 |
Accrued general and administrative expenses | 4 | 76 |
Total other long-term liabilities | $ 3,436 | $ 3,971 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2016 | Apr. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of authorized shares of common stock | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of authorized shares of preferred stock | 5,000,000 | ||||||
Preferred stock, par value | $ 0.01 | ||||||
Common stock, shares outstanding | 23,236,000 | 23,733,000 | 23,236,000 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Number of vote per share | one vote per share | ||||||
Sale of common stock under irrevocable subscription agreements to affiliates, shares | 26,730,000 | 27,303,000 | 26,730,000 | ||||
Stock issuance proceeds, net of stock issuance costs | $ 7,394,000 | ||||||
Share repurchase program remaining repurchase amount | $ 16,900,000 | ||||||
Common stock shares repurchased | 0 | 0 | |||||
Common stock received as liquidation distribution | 210,000 | ||||||
Increase in treasury shares | 76,000 | ||||||
Number of stock options granted | 0 | ||||||
Percentage of estimated and recorded forfeiture rate | 89.00% | ||||||
Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options to purchase shares outstanding under share based compensation | 778,590 | 861,366 | 778,590 | 871,321 | |||
Weighted average grant date fair value of options granted | $ 0.94 | ||||||
Number of stock options granted | 0 | ||||||
Number of stock options exercised | 0 | 0 | |||||
Unrecognized compensation cost | $ 275,000 | ||||||
Expected weighted-average period for recognized compensation cost | 2 years | ||||||
Stock Option [Member] | General and Administrative Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 80,000 | $ 37,000 | |||||
RSUs [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 4,300,000 | ||||||
Expected weighted-average period for recognized compensation cost | 1 year 1 month 6 days | ||||||
RSUs [Member] | General and Administrative Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 3,700,000 | $ 4,700,000 | |||||
RSUs [Member] | General and Administrative Expenses [Member] | Habits at Work [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 1,100,000 | ||||||
Performance-based Restricted Stock Units [Member] | Minimum [Member] | Senior Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contingent right to receive number of shares of common stock, percentage | 0.00% | ||||||
Performance-based Restricted Stock Units [Member] | Maximum [Member] | Senior Management [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contingent right to receive number of shares of common stock, percentage | 200.00% | ||||||
Estimated aggregate grant date fair value | $ 5,400,000 | ||||||
2014 Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares remaining to be granted under stock option plan | 1,800,000 | ||||||
Options to purchase shares outstanding under share based compensation | 4,200,000 | ||||||
Number of additional shares authorized and reserved for issuance | 2,500,000 | ||||||
Maximum shares of common stock authorized for issuance under stock option plan | 5,500,000 | 3,000,000 | |||||
Private Placement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of common stock under irrevocable subscription agreements to affiliates, shares | 3,000,000 | 3,000,000 | |||||
Sale of common stock under irrevocable subscription agreements to affiliates, per share | $ 2.50 | $ 2.50 | |||||
Stock issuance proceeds, net of stock issuance costs | $ 7,500,000 | $ 7,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of Shares, Beginning balance | 778,590 | 871,321 |
Granted, Number of Shares | 379,000 | |
Canceled, Number of Shares | (296,224) | (92,731) |
Exercised, Number of Shares | 0 | 0 |
Outstanding, Number of Shares, Ending balance | 861,366 | 778,590 |
Exercisable, Number of Shares | 482,366 | 778,590 |
Outstanding, Weighted Average Exercise Price, Beginning balance | $ 5.36 | $ 6.24 |
Granted, Weighted Average Exercise Price | 2.30 | 0 |
Canceled, Weighted Average Exercise Price | 5.40 | 13.64 |
Exercised, Weighted Average Exercise Price | 0 | 0 |
Outstanding, Weighted Average Exercise Price, Ending balance | 3.99 | 5.36 |
Exercisable, Weighted Average Exercise Price | $ 5.33 | $ 5.36 |
Outstanding, Aggregate Intrinsic Value | $ 799 | |
Exercisable, Aggregate Intrinsic Value | $ 158 | |
Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 7 days | |
Exercisable, Weighted Average Remaining Contractual Life | 2 years 5 months 1 day |
Stockholders' Equity - Summar98
Stockholders' Equity - Summary of Employee Stock Options Outstanding (Detail) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Shares | shares | 861,366 |
Options Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 7 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.99 |
Options Exercisable, Shares | shares | 482,366 |
Options Exercisable, Weighted Average Exercise Price | $ 5.33 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Range | 0 |
Exercise Price, Upper Range | $ 5 |
Options Outstanding, Shares | shares | 688,700 |
Options Outstanding, Weighted Average Remaining Contractual Term | 6 years 3 months |
Options Outstanding, Weighted Average Exercise Price | $ 2.89 |
Options Exercisable, Shares | shares | 309,700 |
Options Exercisable, Weighted Average Exercise Price | $ 3.62 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Range | 5.01 |
Exercise Price, Upper Range | $ 10 |
Options Outstanding, Shares | shares | 144,916 |
Options Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 6 days |
Options Outstanding, Weighted Average Exercise Price | $ 7.24 |
Options Exercisable, Shares | shares | 144,916 |
Options Exercisable, Weighted Average Exercise Price | $ 7.24 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Range | 10.01 |
Exercise Price, Upper Range | $ 15 |
Options Outstanding, Shares | shares | 27,750 |
Options Outstanding, Weighted Average Remaining Contractual Term | 3 years 11 months 9 days |
Options Outstanding, Weighted Average Exercise Price | $ 14.35 |
Options Exercisable, Shares | shares | 27,750 |
Options Exercisable, Weighted Average Exercise Price | $ 14.35 |
Stockholders' Equity - Summar99
Stockholders' Equity - Summary of RSUs Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of RSUs | 2,341,168 | 732,201 |
Granted, Weighted Average Grant Date Fair Value | $ 2.36 | $ 3.14 |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of RSUs, Beginning balance | 2,167,212 | 2,855,149 |
Granted, Number of RSUs | 789,167 | 732,201 |
Canceled, Number of RSUs | (598,650) | (757,416) |
Vested, Number of RSUs | (545,784) | (662,722) |
Outstanding, Number of RSUs, Ending balance | 3,363,946 | 2,167,212 |
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ 4.24 | $ 5.26 |
Granted, Weighted Average Grant Date Fair Value | 2.38 | 3.14 |
Canceled, Weighted Average Grant Date Fair Value | 4.75 | 5.67 |
Vested, Weighted Average Grant Date Fair Value | 4.59 | 5.80 |
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ 2.78 | 4.24 |
Performance-based Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of RSUs | 1,552,001 | |
Granted, Weighted Average Grant Date Fair Value | $ 2.35 | $ 0 |
Stockholders' Equity - Summa100
Stockholders' Equity - Summary of RSUs Activity (Parenthetical) (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2016shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares net-settled to cover statutory employee taxes | 76 |
Major Clients - Additional Info
Major Clients - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | ||
Accounts receivable related to clients | $ 7,972 | $ 8,163 |
Bank of America [Member] | ||
Revenue, Major Customer [Line Items] | ||
Accounts receivable related to clients | $ 3,800 | $ 4,300 |
Customer Concentration Risk [Member] | Bank of America [Member] | Sales Revenue, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of consolidated net revenue | 46.00% | 46.00% |
Segment and Geographic Infor102
Segment and Geographic Information - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 4 | |
Impairment charge | $ 8,471 | $ 7,355 |
Non-cash goodwill impairment | 10,318 | |
Insurance And Other Consumer Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Non-cash goodwill impairment | 10,300 | |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Impairment charge | $ 7,400 |
Segment and Geographic Infor103
Segment and Geographic Information - Schedule of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||||||
Net revenue | $ 42,201 | $ 43,062 | $ 44,751 | $ 45,648 | $ 47,408 | $ 48,939 | $ 51,968 | $ 55,512 | $ 175,662 | $ 203,827 |
Depreciation | 6,238 | 5,977 | ||||||||
Amortization | 577 | 687 | ||||||||
Income (loss) from operations | (11,909) | (7,386) | (4,373) | (3,931) | (19,103) | (6,575) | (11,067) | (1,509) | (27,599) | (38,254) |
Income (loss) before income taxes | (12,643) | $ (8,241) | $ (5,307) | $ (4,259) | (18,944) | $ (6,711) | $ (11,036) | $ (1,695) | (30,450) | (38,386) |
Property and Equipment, net including held for sale | 10,858 | 13,438 | 10,858 | 13,438 | ||||||
Total assets | 52,857 | 70,030 | 52,857 | 70,030 | ||||||
Property and Equipment, net - held for sale | (247) | (247) | ||||||||
Property and Equipment, net | 10,611 | 13,438 | 10,611 | 13,438 | ||||||
Operating Segments [Member] | Personal Information Services [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net revenue | 163,702 | 188,529 | ||||||||
Depreciation | 4,438 | 4,285 | ||||||||
Amortization | 187 | 93 | ||||||||
Income (loss) from operations | 15,864 | 14,162 | ||||||||
Income (loss) before income taxes | 13,182 | 14,201 | ||||||||
Property and Equipment, net including held for sale | 10,391 | 8,843 | 10,391 | 8,843 | ||||||
Total assets | 36,123 | 33,056 | 36,123 | 33,056 | ||||||
Operating Segments [Member] | Insurance And Other Consumer Services [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net revenue | 9,817 | 13,298 | ||||||||
Depreciation | 145 | 234 | ||||||||
Amortization | 326 | 545 | ||||||||
Income (loss) from operations | (909) | (10,353) | ||||||||
Income (loss) before income taxes | (909) | (10,362) | ||||||||
Property and Equipment, net including held for sale | 123 | 549 | 123 | 549 | ||||||
Total assets | 11,092 | 16,074 | 11,092 | 16,074 | ||||||
Operating Segments [Member] | Pet Health Monitoring [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net revenue | 70 | 53 | ||||||||
Depreciation | 1,489 | 1,204 | ||||||||
Amortization | 64 | 49 | ||||||||
Income (loss) from operations | (29,397) | (19,415) | ||||||||
Income (loss) before income taxes | (29,396) | (19,414) | ||||||||
Property and Equipment, net including held for sale | 21 | 3,702 | 21 | 3,702 | ||||||
Total assets | 492 | 9,408 | 492 | 9,408 | ||||||
Operating Segments [Member] | Bail Bonds Industry Solutions [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Net revenue | 2,073 | 1,947 | ||||||||
Depreciation | 107 | 79 | ||||||||
Income (loss) from operations | (1,849) | (603) | ||||||||
Income (loss) before income taxes | (1,849) | (604) | ||||||||
Property and Equipment, net including held for sale | 247 | 209 | 247 | 209 | ||||||
Total assets | 137 | 685 | 137 | 685 | ||||||
Corporate [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Depreciation | 59 | 175 | ||||||||
Income (loss) from operations | (11,308) | (22,045) | ||||||||
Income (loss) before income taxes | (11,478) | (22,207) | ||||||||
Property and Equipment, net including held for sale | 76 | 135 | 76 | 135 | ||||||
Total assets | $ 5,013 | $ 10,807 | $ 5,013 | $ 10,807 |
Segment and Geographic Infor104
Segment and Geographic Information - Schedule of Generated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 42,201 | $ 43,062 | $ 44,751 | $ 45,648 | $ 47,408 | $ 48,939 | $ 51,968 | $ 55,512 | $ 175,662 | $ 203,827 |
United States [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 163,174 | 186,316 | ||||||||
Canada [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 12,488 | $ 17,511 |
Quarterly Financial Data (Un105
Quarterly Financial Data (Unaudited) - Components of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Net revenue | $ 42,201 | $ 43,062 | $ 44,751 | $ 45,648 | $ 47,408 | $ 48,939 | $ 51,968 | $ 55,512 | $ 175,662 | $ 203,827 |
Loss from operations | (11,909) | (7,386) | (4,373) | (3,931) | (19,103) | (6,575) | (11,067) | (1,509) | (27,599) | (38,254) |
Loss before income taxes | (12,643) | (8,241) | (5,307) | (4,259) | (18,944) | (6,711) | (11,036) | (1,695) | (30,450) | (38,386) |
Net loss | $ (12,788) | $ (8,108) | $ (5,307) | $ (4,266) | $ (14,096) | $ (4,328) | $ (24,840) | $ (1,224) | $ (30,469) | $ (44,488) |
Basic and diluted loss per common share | $ (0.54) | $ (0.35) | $ (0.23) | $ (0.19) | $ (0.68) | $ (0.22) | $ (1.28) | $ (0.06) | $ (1.31) | $ (2.26) |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Deducted from Accounts Receivable in the Balance Sheet [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $ 115 | $ 5 |
Additions Charged to Costs and Expenses | 220 | 162 |
Deductions from Allowance | (320) | (52) |
Balance at End of Period | 15 | 115 |
Allowance for Deferred Tax Assets Not Expected to be Realized [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | 19,813 | 5,673 |
Additions Charged to Costs and Expenses | 16,624 | 18,604 |
Deductions from Allowance | (5,691) | (4,464) |
Balance at End of Period | 30,746 | $ 19,813 |
Allowance for Estimated Fair Value of Bail Bonds Industry Solutions Segment's Assets [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Additions Charged to Costs and Expenses | 744 | |
Balance at End of Period | $ 744 |