Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | INTX | |
Entity Registrant Name | INTERSECTIONS INC | |
Entity Central Index Key | 1,095,277 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding (in shares) | 23,873,853 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | $ 40,449 | $ 45,648 |
OPERATING EXPENSES: | ||
Marketing | 3,465 | 4,565 |
Commission | 9,748 | 11,221 |
Cost of revenue | 13,003 | 14,798 |
General and administrative | 16,994 | 17,146 |
Loss on disposition of Captira Analytical | 130 | 0 |
Impairment of intangibles and other assets | 16 | 0 |
Depreciation | 1,300 | 1,657 |
Amortization | 47 | 192 |
Total operating expenses | 44,703 | 49,579 |
LOSS FROM OPERATIONS | (4,254) | (3,931) |
Interest expense, net | (592) | (242) |
Other income (expense), net | 34 | (86) |
LOSS BEFORE INCOME TAXES | (4,812) | (4,259) |
Income tax benefit (expense) | 10 | (7) |
NET LOSS | $ (4,802) | $ (4,266) |
Net loss per common share—basic and diluted (in dollars per share) | $ (0.20) | $ (0.19) |
Weighted average common shares outstanding—basic and diluted (in shares) | 23,675 | 22,887 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,230 | $ 10,857 |
Accounts receivable, net of allowance for doubtful accounts of $9 (2017) and $15 (2016) | 7,953 | 7,972 |
Prepaid expenses and other current assets | 3,659 | 3,864 |
Inventory | 250 | 250 |
Income tax receivable | 2,665 | 3,314 |
Deferred subscription solicitation and commission costs | 5,974 | 5,050 |
Assets held for sale | 0 | 104 |
Total current assets | 25,731 | 31,411 |
PROPERTY AND EQUIPMENT, net | 10,453 | 10,611 |
GOODWILL | 9,763 | 9,763 |
INTANGIBLE ASSETS, net | 163 | 210 |
OTHER ASSETS | 1,114 | 862 |
TOTAL ASSETS | 47,224 | 52,857 |
CURRENT LIABILITIES: | ||
Accounts payable | 4,204 | 2,536 |
Accrued expenses and other current liabilities | 9,844 | 11,068 |
Accrued payroll and employee benefits | 3,460 | 4,256 |
Commissions payable | 299 | 316 |
Current portion of long-term debt, net | 3,561 | 2,146 |
Capital leases, current portion | 450 | 471 |
Deferred revenue | 7,350 | 8,295 |
Liabilities held for sale | 0 | 104 |
Total current liabilities | 29,168 | 29,192 |
LONG-TERM DEBT, net | 8,833 | 10,092 |
OBLIGATIONS UNDER CAPITAL LEASES, less current portion | 751 | 865 |
OTHER LONG-TERM LIABILITIES | 3,352 | 3,436 |
DEFERRED TAX LIABILITY, net | 1,905 | 1,905 |
TOTAL LIABILITIES | 44,009 | 45,490 |
COMMITMENTS AND CONTINGENCIES (see Notes 14 and 16) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock at $0.01 par value, shares authorized 50,000; shares issued 27,592 (2017) and 27,303 (2016); shares outstanding 24,014 (2017) and 23,733 (2016) | 276 | 273 |
Additional paid-in capital | 142,927 | 142,247 |
Treasury stock, shares at cost; 3,578 (2017) and 3,570 (2016) | (33,855) | (33,822) |
Accumulated deficit | (106,133) | (101,331) |
TOTAL STOCKHOLDERS’ EQUITY | 3,215 | 7,367 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 47,224 | $ 52,857 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 9 | $ 15 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 27,592,000 | 27,303,000 |
Common stock, shares outstanding (in shares) | 24,014,000 | 23,733,000 |
Treasury stock, shares (in shares) | 3,578,000 | 3,570,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,802) | $ (4,266) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation and amortization | 1,347 | 1,849 |
Amortization of debt issuance cost | 156 | 120 |
Provision for doubtful accounts | (9) | 19 |
Loss on disposal of fixed assets | (4) | 0 |
Share based compensation | 1,130 | 1,155 |
Amortization of deferred subscription solicitation costs | 3,087 | 3,930 |
Loss on disposition of Captira Analytical | 130 | 0 |
Impairment of intangibles and other long-lived assets | 86 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 20 | (958) |
Prepaid expenses, other current assets and other assets | (184) | (750) |
Income tax receivable, net | 649 | 825 |
Deferred subscription solicitation and commission costs | (4,011) | (2,437) |
Accounts payable and accrued liabilities | (324) | (1,811) |
Commissions payable | (16) | 7 |
Deferred revenue | (945) | 1,961 |
Other long-term liabilities | (83) | (123) |
Cash flows used in operating activities | (3,773) | (479) |
Cash flows used in investing activities | ||
Net cash paid for the disposition of Captira Analytical | (315) | 0 |
Increase in restricted cash | 115 | (375) |
Proceeds from sale of property and equipment | 4 | 0 |
Acquisition of property and equipment | (1,432) | (1,503) |
Cash flows used in investing activities | (1,628) | (1,878) |
CASH AND CASH EQUIVALENTS — Beginning of period | ||
Proceeds from issuance of debt | 0 | 20,000 |
Cash paid for debt issuance costs | 0 | (1,835) |
Capital lease payments | (166) | (174) |
Withholding tax payment on vesting of restricted stock units | (381) | (156) |
Cash flows (used in) provided by financing activities | (547) | 17,835 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,948) | 15,478 |
CASH AND CASH EQUIVALENTS — Beginning of period | 10,857 | 11,471 |
Cash reclassified to assets held for sale at beginning of period | 321 | 0 |
CASH AND CASH EQUIVALENTS — End of period | 5,230 | 26,949 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Equipment obtained under capital lease, including acquisition costs | 0 | 137 |
Equipment additions accrued but not paid | 164 | 141 |
Withholding tax payments accrued on vesting of restricted stock units and stock option exercises | 100 | 73 |
Shares withheld in lieu of withholding taxes on vesting of restricted stock awards | $ 0 | $ 83 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business We provide innovative, information based solutions that help consumers manage risks and make better informed life decisions. Under our Identity Guard ® brand and other brands that comprise our Personal Information Services segment, we help consumers monitor, manage and protect against the risks associated with their identities and personal information. We offer identity theft and privacy protection as well as credit monitoring services for consumers to understand, monitor, manage and protect their personal information and privacy. Under our Identity Guard ® and recently launched Identity Guard ® with Watson ™ products, we help protect consumers against the risks associated with the inappropriate exposure of their personal information that can result in fraudulent use or reputation damage. Identity Guard ® is offered to consumers through direct marketing or through organizations as an embedded product for employees or consumers. In late 2016, we expanded our suite of Identity Guard ® products and launched Identity Guard ® with Watson ™ . Identity Guard ® with Watson ™ offers robust early detection of potential risks and provides personalized threat alerts with actionable steps to help keep our customers’ information private from the earliest stage possible. We believe that our suite of products and services offer consumers the most proactive and comprehensive identity theft monitoring service available on the market today. We have ongoing operations in one other segment, Insurance and Other Consumer Services, and we have sold or ceased primary operations in two other segments, Pet Health Monitoring and Bail Bonds Industry Solutions. As part of our strategy to have a singular focus on our Personal Information Services segment, we sold the business comprising the Bail Bonds Industry Solutions segment in January 2017, and in late 2016, we ceased primary operations and are actively exiting the Pet Health Monitoring segment. Corporate headquarter office transactions including, but not limited to, payroll, share based compensation and other expenses related to our Chairman and non-employee Board of Directors 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 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 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. Prior to January 31, 2017, our Bail Bonds Industry Solutions segment included the automated service solutions for the bail bonds industry provided by Captira Analytical (“Captira”). Effective January 31, 2017, we divested our ownership in Captira. This segment’s operating results have not had a major effect on our consolidated financial results and are not classified as a discontinued operation. For additional information, please see Note 4 . |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“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 conjunction with our singular refocus on our identity and privacy protection services, we changed our policy of allocating general and administrative expenses from our Corporate business unit into our other segments, which resulted in a change in our measurement of segment profit and loss. Beginning in 2017, we directly charge our Personal Information Services segment for the majority of general and administrative expenses including executive, legal, human resources, finance and internal audit expenses. We have elected not to recast our condensed consolidated financial statements for the three months ended March 31, 2016. For information on the effects of the change in measurement, please see "Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations." 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 condensed consolidated statements of operations. The condensed consolidated results of operations for the interim periods are not necessarily indicative of results for the full year. These condensed consolidated financial statements do not include all the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2016 , as filed in our Annual Report on Form 10-K. 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. Restricted cash is included in prepaid expenses and other current assets in our condensed 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 March 31, 2017 and December 31, 2016 totaled $367 thousand and $360 thousand , respectively, and are included in accrued expenses and other current liabilities in our condensed 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. 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. On January 1, 2017, we prospectively adopted ASU 2017-04, " Intangibles—Goodwill and Other ." 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 perform the 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 quantitative assessment 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. If the carrying value of a reporting unit exceeds its estimated fair value, then a goodwill impairment loss is recognized for the amount that the carrying value of the reporting unit (including goodwill) exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. As of March 31, 2017 , 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 11. 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. 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 condensed 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 ("Prior Credit Agreement"). Pursuant to the Prior Credit Agreement, we were 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 Prior 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. Subsequent to March 31, 2017, we refinanced our existing senior secured indebtedness under the Prior Credit Agreement with a new $20.0 million term loan facility, which was fully funded at closing, with PEAK6 Investments, L.P. For additional information, please see Note 21. 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, and the grants are approved by either the Compensation Committee or by appropriate members of Management in accordance with authority delegated by the Compensation Committee. 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. During the three months ended March 31, 2017, we did not grant stock options. The fair value of each option granted has been estimated as of the date of grant with the following weighted-average assumptions for the three months ended March 31, 2016. Expected Dividend Yield. Under the Prior Credit Agreement, we were 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 any 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 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. 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. During the three months ended March 31, 2017, we did not grant PBRSUs. 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. Accounting for income taxes in interim periods provides that at the end of each interim period we are required to make our best estimate of the consolidated effective tax rate expected to be applicable for our full calendar year. The rate so determined shall be used in providing for income taxes on a consolidated current year-to-date basis. Further, the rate is reviewed, if necessary, as of the end of each successive interim period during the year to our best estimate of our annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to income from operations before income taxes, we may include certain items treated as discrete events to arrive at an estimated overall tax amount. 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 We 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. |
Accounting Standards Updates
Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Updates | Accounting Standards Updates Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU 2017-04, Intangibles— The primary amendments in this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 1, 2017 Prospective We early adopted this update to reduce the cost and complexity of our annual and interim goodwill impairment analyses. There was no material impact on our condensed consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers 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) Retrospec-tively 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 on our consolidated financial statements or the method by which we will adopt the standard. ASU 2016-02, Leases 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 on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows 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, on our consolidated financial statements. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale In March 2017, we executed an agreement to dispose of our Habits at Work business, the results of which are recorded in our Personal Information Services segment. The disposition will be effective June 1, 2017. Habits at Work met all the criteria under U.S. GAAP to classify its assets and liabilities as held for sale in our condensed consolidated balance sheets as of March 31, 2017. 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. In late 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. Effective January 31, 2017, we completed the sale of Captira for a nominal amount, which marks the conclusion of our operations in the Bail Bonds Industry Solutions segment. The disposal does not represent a strategic shift that will have a major effect on operations and financial results, and therefore, it is does not qualify as a discontinued operation. For information on the operating results of the Bail Bonds Industry Solutions segment, please see "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations." The major classes of assets and liabilities held for sale related to Habits at Work and Captira in the condensed consolidated balance sheets consisted of the following: March 31, 2017 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 10 97 Property and equipment, net 67 247 Other assets 9 6 Write-down to fair value (86 ) (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 businesses were significantly lower than the carrying value of the net assets. As a result, we recorded an impairment charge of $86 thousand related to Habits at Work for the three months ended March 31, 2017, which is included in impairment of intangibles and other assets in our condensed consolidated statements of operations. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss 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 three months ended March 31, 2017 and 2016 , options to purchase common stock and unvested restricted stock units estimated to be 3.4 million and 3.0 million shares, respectively, were excluded from the computation of diluted loss 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): Three Months Ended 2017 2016 Net loss—basic and diluted $ (4,802 ) $ (4,266 ) Weighted average common shares outstanding—basic 23,675 22,887 Dilutive effect of common stock equivalents — — Weighted average common shares outstanding—diluted 23,675 22,887 Net loss per common share—basic and diluted $ (0.20 ) $ (0.19 ) |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 receivables, 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 liquidity of these financial instruments. As of March 31, 2017 , the carrying value of our long-term debt approximated its fair value due to the variable interest rate. We did not have any transfers in or out of Level 1 and Level 2 in the three months ended March 31, 2017 or in the year ended December 31, 2016 . We did not hold any significant instruments that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 . For additional information related to our valuation technique and inputs used in the fair value measurement, please see Note 11. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The components of our prepaid expenses and other current assets are as follows: March 31, December 31, (In thousands) Prepaid services $ 726 $ 873 Other prepaid contracts 2,456 2,300 Restricted cash 260 375 Other 217 316 Total $ 3,659 $ 3,864 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory We had an inventory balance of $250 thousand as of March 31, 2017 and December 31, 2016 , which was equal to the estimated salvage value of raw materials for our Pet Health Monitoring segment. We did not record a charge for excess or obsolete inventory in the three months ended March 31, 2017 or 2016. |
Deferred Subscription Solicitat
Deferred Subscription Solicitation and Commission Costs | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Subscription Solicitation and Commission Costs | Deferred Subscription Solicitation and Commission Costs Total deferred subscription solicitation and commission costs included in the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 were $6.0 million and $5.1 million , respectively. Amortization of deferred subscription solicitation and commission costs, which is included in either marketing or commission expense in our condensed consolidated statements of operations, for the three months ended March 31, 2017 and 2016 was $3.1 million and $3.9 million , respectively. Marketing costs expensed as incurred, which are included in marketing expenses in our condensed consolidated statements of operations as they did not meet the criteria for deferral, for the three months ended March 31, 2017 and 2016 were $576 thousand and $953 thousand , respectively. |
Internally Developed Capitalize
Internally Developed Capitalized Software | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Internally Developed Capitalized Software | Internally Developed Capitalized Software We record internally developed capitalized software as a component of software in property and equipment in our condensed consolidated balance sheets. We regularly review our capitalized software projects for impairment. We had no impairments of internally developed capitalized software in the three months ended March 31, 2017 or 2016 . We record depreciation for internally developed capitalized software in depreciation expense in our condensed consolidated statements of operations. Activity in our internally developed capitalized software during the three months ended March 31, 2017 and 2016 was as follows (in thousands): Gross Carrying Accumulated Net Carrying Balance at December 31, 2016 $ 15,015 $ (7,931 ) $ 7,084 Additions 729 — 729 Depreciation expense — (932 ) (932 ) Balance at March 31, 2017 $ 15,744 $ (8,863 ) $ 6,881 $ — Balance at December 31, 2015 $ 14,582 $ (6,880 ) $ 7,702 Depreciation expense — (919 ) (919 ) Balance at March 31, 2016 $ 14,582 $ (7,799 ) $ 6,783 Depreciation expense related to capitalized software no longer in the application development stage, for the future periods is indicated below (in thousands): For the remaining nine months ending December 31, 2017 $ 2,569 For the years ending December 31: 2018 2,643 2019 1,649 2020 20 Total $ 6,881 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill are as follows (in thousands): Personal Insurance and Bail Bonds Totals Balance as of March 31, 2017 Gross carrying amount $ 35,253 $ 10,665 $ — $ 45,918 Accumulated impairment losses (25,837 ) (10,318 ) — (36,155 ) Net carrying value of goodwill $ 9,416 $ 347 $ — $ 9,763 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 During the three months ended March 31, 2017, we did not identify any triggering events related to our goodwill and therefore were not required to test our goodwill for impairment. To the extent our Personal Information Services or Insurance and Other Consumer Services reporting units realize unfavorable actual results compared to forecasted results, or decrease forecasted results compared to previous forecasts, 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 additional 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): Gross Accumulated Impairment Net As of March 31, 2017: Amortizable intangible assets: Customer related $ 38,874 $ (38,857 ) $ — $ 17 Marketing related 2,929 (2,883 ) — 46 Technology related 2,771 (2,671 ) — 100 Subtotal 44,574 (44,411 ) — 163 Less: held for sale (925 ) 925 — — Total amortizable intangible assets at March 31, 2017 $ 43,649 $ (43,486 ) $ — $ 163 As of December 31, 2016: 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 at December 31, 2016 $ 44,574 $ (43,458 ) $ (906 ) $ 210 During the three months ended March 31, 2017 , there were no adverse changes in our long-lived assets, which would cause a need for an impairment analysis. 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. We believe there is a remote possibility of recoverability of these intangible assets as we do not forecast positive cash flows for these businesses. Intangible assets are amortized over a period of two to ten years . For the three months ended March 31, 2017 and 2016 , we had an aggregate amortization expense of $47 thousand and $192 thousand , respectively, which was included in amortization expense in our condensed consolidated statements of operations. We estimate that we will have the following amortization expense for the future periods indicated below (in thousands): For the remaining nine months ending December 31, 2017 $ 105 For the year ending December 31, 2018 58 Total $ 163 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The components of our accrued expenses and other current liabilities are as follows: March 31, 2017 December 31, 2016 (In thousands) Accrued marketing $ 1,096 $ 1,121 Accrued cost of sales, including credit bureau costs 4,876 5,480 Accrued general and administrative expense and professional fees 1,613 2,190 Insurance premiums 367 360 Estimated liability for non-income business taxes — 94 Other 1,892 1,823 Total $ 9,844 $ 11,068 |
Accrued Payroll and Employee Be
Accrued Payroll and Employee Benefits | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Payroll and Employee Benefits | Accrued Payroll and Employee Benefits The components of our accrued payroll and employee benefits are as follows: March 31, December 31, 2017 2016 (In thousands) Accrued payroll $ 156 $ 1,131 Accrued benefits 1,672 1,685 Accrued severance 1,632 1,440 Total accrued payroll and employee benefits $ 3,460 $ 4,256 In the three months ended March 31, 2017 , we recorded $1.2 million of expense for severance and severance-related benefits for involuntary terminations, and we paid severance and severance-related benefits of $1.0 million . In the three months ended March 31, 2016 , we reduced severance expense by $176 thousand , and we paid severance and severance-related benefits of $1.6 million . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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: Operating Capital (In thousands) For the remaining nine months ending December 31, 2017 $ 2,303 $ 416 For the years ending December 31: 2018 3,394 550 2019 1,472 401 2020 109 21 2021 93 7 2022 — — Total minimum lease payments $ 7,371 1,395 Less: amount representing interest (194 ) Present value of minimum lease payments 1,201 Less: current obligation (450 ) Long-term obligations under capital lease $ 751 During the three months ended March 31, 2017 , we did not enter into any new capital lease arrangements. During the three months ended March 31, 2016 , we entered into additional capital lease agreements for approximately $137 thousand . We recorded the lease liability at the fair market value of the underlying assets in our condensed consolidated balance sheets. Rental expenses included in general and administrative expenses for the three months ended March 31, 2017 and 2016 were $743 thousand and $712 thousand , 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 responded with no objections on February 1, 2017. 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 for a more definite statement, which was denied by the court in December, 2013. On January 21, 2014, IISI filed an answer to the complaint. An administrative conference occurred on May 26, 2016, for the purpose of development of scheduling order to manage the case through the beginning of a trial. A scheduling order is anticipated to be forthcoming within the three months ending June 30, 2017. On April 21, 2017, the West Virginia Court granted motion of the WVAG to add Intersections Inc. as a defendant in the complaint and issued an order denying our motion for summary judgment. On March 27, 2017, Jeff Noce, a former employee of our i4c subsidiary, served a Complaint, filed in the Circuit Court of Fairfax County, Virginia against i4c Innovations LLC and Intersections Inc. The Complaint alleges a dispute regarding the employment and termination of Mr. Noce. We believe the allegations in the Complaint are without merit and intend to vigorously defend this matter. For information regarding our policy for analyzing legal proceedings, please see “Contingent Liabilities” in Note 2. As of March 31, 2017 , 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 condensed 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 three months ended March 31, 2017 and 2016 (in thousands): Non-Income Business Tax Liability 2017 2016 Balance at December 31 $ 94 $ 3,427 Adjustments to existing liabilities — 54 Payments (94 ) (21 ) Balance at March 31 $ — $ 3,460 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 are currently under audit by a state for indirect taxes. The audit is ongoing and no assessment has been received by the Company, however, we estimate there is more than a remote possibility that the audit may result in a liability. Due to the unique facts and circumstances of this matter, we are unable to provide a reasonable estimate of the liability, if any, that may result from this audit. We believe it is reasonably possible that other states may approach us or that the scope of the taxable base in any state may also increase. However, it is not possible to predict the potential amount of future payments due to the unique facts and circumstances involved. In the three months ended March 31, 2017 , we entered into contracts, pursuant to which we agreed to minimum, non-refundable installment payments totaling approximately $886 thousand , payable in monthly and yearly installments through December 31, 2018 . These amounts are expensed on a pro-rata basis and are recorded in cost of revenue and general and administrative expenses in our condensed consolidated statements of operations. For additional information on other minimum, non-refundable contracts, please see Note 19 to the consolidated financial statements contained in our most recent Annual Report on Form 10-K. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities The components of our other long-term liabilities are as follows: March 31, December 31, (In thousands) Deferred rent $ 1,750 $ 1,850 Uncertain tax positions, interest and penalties not recognized 1,602 1,582 Accrued general and administrative expenses — 4 Total other long-term liabilities $ 3,352 $ 3,436 |
Debt and Other Financing
Debt and Other Financing | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Other Financing | Debt and Other Financing On March 21, 2016, we and our subsidiaries entered into the Prior Credit Agreement with Crystal Financial SPV LLC. In connection with the Prior 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 Prior 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 Prior 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 were used for general corporate purposes of our other businesses. The Prior Credit Agreement allowed 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. Amounts borrowed under the Prior Credit Agreement bear interest at the greater of LIBOR plus 10% per annum or 10.5% per annum. Interest is payable monthly. 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 Prior 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 Prior 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 Prior Credit Agreement) for each fiscal year commencing with the fiscal year ending December 31, 2017 and continuing thereafter. Certain other events defined in the Prior 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. The Prior 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 Prior 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 Prior Credit Agreement requires us to maintain at all times a minimum cash on hand amount, as defined in the Prior 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 Prior 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 Prior Credit Agreement. We are also required to maintain compliance on a quarterly basis with specified minimum consolidated EBITDA (as defined in the Prior 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 March 31, 2017, we were in compliance with all such covenants. As of March 31, 2017 , $13.4 million was outstanding under the Prior Credit Agreement, which was presented net of unamortized debt issuance costs of $1.0 million in our condensed consolidated balance sheets in accordance with U.S. GAAP. As of March 31, 2017 , $3.6 million , net, was classified as short-term, which included the minimum maturities as well as our estimated required prepayments, as described above. Subsequent to March 31, 2017, we refinanced our existing senior secured indebtedness under the Prior Credit Agreement with a new $20.0 million term loan facility, which was fully funded at closing, with PEAK6 Investments, L.P. ("New Credit Agreement"). Under the New Credit Agreement, minimum required maturities are as follows (in thousands): For the remaining nine months ending December 31, 2017 $ — For the years ending December 31: 2018 — 2019 1,250 2020 5,000 2021 13,750 Total outstanding $ 20,000 For additional information on the New Credit Agreement, please see Note 21. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our consolidated effective tax rate for the three months ended March 31, 2017 and 2016 was 0.2% and (0.2)% , respectively. The rates remained relatively flat due to the continued valuation allowance. We continued to evaluate all significant available 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; negative adjustments to our projected taxable income; and scheduling of the future reversals of existing temporary differences. As a result, we were not able to recognize a net tax benefit associated with our pre-tax loss in the three months ended March 31, 2017, as there has been no change to the conclusion from the year ended December 31, 2016 that it was more likely than not that we would not generate sufficient taxable income in the foreseeable future to realize our net deferred tax assets. The amount of deferred tax assets considered realizable as of March 31, 2017 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. 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. The remaining deferred tax liability as of March 31, 2017 relates to an indefinite-lived intangible. There were no material changes to our uncertain tax positions during the three months ended March 31, 2017 or 2016 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 March 31, 2017 , we have 2.5 million shares of common stock available for future grants of awards under the Plan, and awards for approximately 3.2 million shares are outstanding under all of our active and inactive plans. In April 2017, our Board of Directors approved, and recommended that our stockholders approve, a second amendment to the 2014 Plan to increase the number of shares authorized and reserved for issuance thereunder by 4.0 million shares, from 5.5 million shares to 9.5 million shares. We are seeking stockholder approval of this amendment at our Annual Meeting of Stockholders scheduled to be held on May 31, 2017. If approved by our stockholders, the proposed amendment will automatically become effective upon approval. 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. Stock Options Total share based compensation expense recognized for stock options, which is included in general and administrative expenses in our condensed consolidated statements of operations, for the three months ended March 31, 2017 was $34 thousand . There was no share based compensation expense recognized for stock options in the three months ended March 31, 2016 . The following table summarizes our stock option activity during the three months ended March 31, 2017 : Number of Weighted-Average Aggregate Intrinsic Value Weighted-Average (In thousands) (In years) Outstanding at December 31, 2016 861,366 $ 3.99 Granted — $ — Canceled (8,000) $ 9.90 Outstanding at March 31, 2017 853,366 $ 3.94 $ 815 5.32 Exercisable at March 31, 2017 474,366 $ 5.25 $ 163 2.21 There were no options granted or exercised during the three months ended March 31, 2017 or 2016 . As of March 31, 2017 , there was $241 thousand of total unrecognized compensation cost related to unvested stock option arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.8 years. Restricted Stock Units and Restricted Stock Awards Total share based compensation expense recognized for restricted stock units and restricted stock awards (together, “RSUs”), which is included in general and administrative expense in our condensed consolidated statements of operations, for the three months ended March 31, 2017 and 2016 was $1.2 million and $850 thousand , respectively. The following table summarizes the activity of our RSUs during the three months ended March 31, 2017 : Number of Weighted-Average Outstanding at December 31, 2016 3,363,946 $ 2.78 Granted 761,642 $ 3.99 Canceled (1) (1,532,278) $ 2.45 Vested (256,106) $ 3.28 Outstanding at March 31, 2017 2,337,204 $ 3.33 ____________________ (1) Includes shares net-settled to cover statutory employee taxes related to the vesting of restricted stock awards, which increased treasury shares by 8 thousand in the three months ended March 31, 2017 . As of March 31, 2017 , there was $6.1 million of total unrecognized compensation cost related to unvested RSUs granted under the plans. That cost is expected to be recognized over a weighted-average period of 2.4 years. Other In addition to the stock options and RSUs, we determined the majority of the earn-out provisions in the business we acquired in March 2015 from Habits at Work to be share based compensation expense. In the three months ended March 31, 2017 , we reduced share based compensation expense by $57 thousand due to actual Habits at Work performance being lower than forecasted. In the three months ended March 31, 2016 , we recorded share based compensation expense of $305 thousand , which is included in general and administrative expenses in our condensed consolidated financial statements. Due to the exit of the Habits at Work business, there is no remaining unrecognized compensation expense. As a result of shares withheld for tax purposes on the vesting of a restricted stock award, we increased our treasury shares by 8 thousand in the three months ended March 31, 2017 . Under the Prior Credit Agreement, we were prohibited from declaring and paying ordinary cash or stock dividends or repurchasing any shares of common stock. For additional information, please see Note 21. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $216 thousand in each of the three month periods ended March 31, 2017 and 2016. These amounts are included within cost of revenue and general and administrative expenses in our condensed consolidated statements of operations. As of March 31, 2017 and December 31, 2016 , we owed $70 thousand to DMS under this agreement. In September 2016 and February 2017, we entered into data services agreements with DMS, under which DMS will provide us application development services. In the three months ended March 31, 2017 , we paid $430 thousand for the development, implementation, and monthly service fees related to the current agreements. As of March 31, 2017 and December 31, 2016, we owed $185 thousand and $92 thousand , respectively, to DMS under the current agreements. Loeb Partners Corporation – In connection with the closing of the Prior Credit Agreement, we paid $553 thousand in advisory fees in the three months ended March 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. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Our products and services were grouped into four reportable segments during the three months ended March 31, 2017 and 2016: Personal Information Services, Insurance and Other Consumer Services, Pet Health Monitoring and Bail Bonds Industry Solutions. In December 2016, we ceased primary operations in the Pet Health Monitoring segment, and in January 2017, we sold the business comprising the Bail Bonds Industry Solutions segment. Corporate headquarter office transactions including, but not limited to, payroll, share based compensation and other expenses related to our Chairman and non-employee Board of Directors are reported in our Corporate business unit. 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. The following table sets forth segment information for the three months ended March 31, 2017 and 2016 : Personal Information Services Insurance and Other Consumer Services Pet Health Monitoring Bail Bonds Industry Solutions Corporate Consolidated (in thousands) Three months ended March 31, 2017 Revenue $ 38,610 $ 1,657 $ — $ 182 $ — $ 40,449 Depreciation 1,255 32 3 — 10 1,300 Amortization 47 — — — — 47 (Loss) income from operations (2,738 ) 378 (598 ) (46 ) (1,250 ) (4,254 ) (Loss) income before income taxes (3,296 ) 378 (598 ) (46 ) (1,250 ) (4,812 ) Three months ended March 31, 2016 Revenue $ 42,479 $ 2,661 $ 15 $ 493 $ — $ 45,648 Depreciation 1,154 53 407 20 23 1,657 Amortization 46 128 18 — — 192 Income (loss) from operations 4,075 (258 ) (5,132 ) (98 ) (2,518 ) (3,931 ) Income (loss) before income taxes 3,859 (258 ) (5,129 ) (98 ) (2,633 ) (4,259 ) In conjunction with our singular refocus on our identity and privacy protection services, we changed our policy of allocating general and administrative expenses from our Corporate business unit into our other segments, which resulted in a change in our measurement of segment profit and loss. Beginning in 2017, we directly charge our Personal Information Services segment for the majority of general and administrative expenses including executive, legal, human resources, finance and internal audit expenses. We have elected not to recast our condensed consolidated financial statements for the three months ended March 31, 2016. The change in measurement would have had the approximate effects of a $2.0 million increase in loss from operations in our Personal Information Services segment, a $1.5 million decrease in loss from operations in our Corporate business unit and insignificant changes in our other segments for the three months ended March 31, 2016. The following table sets forth segment information as of March 31, 2017 and December 31, 2016 : As of March 31, 2017 As of December 31, 2016 Property and Equipment, net Total Assets Property and Equipment, net Total Assets (in thousands) Segment: Personal Information Services $ 10,344 $ 35,147 $ 10,391 $ 36,123 Insurance and Other Consumer Services 92 10,827 123 11,092 Pet Health Monitoring 17 396 21 492 Bail Bonds Industry Solutions — — 247 137 Corporate — 854 76 5,013 Subtotal 10,453 47,224 10,858 52,857 Less: held for sale — — (247 ) — Consolidated $ 10,453 $ 47,224 $ 10,611 $ 52,857 For additional information on assets held for sale, please see Note 4. We generated revenue in the following geographic areas: United States Canada Consolidated (in thousands) Revenue: For the three months ended March 31, 2017 $ 37,390 $ 3,059 $ 40,449 For the three months ended March 31, 2016 $ 42,627 $ 3,021 $ 45,648 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 20, 2017, we refinanced our existing senior secured indebtedness under the Prior Credit Agreement with a new $20.0 million term loan facility ("New Credit Agreement"), which was fully funded at closing, with PEAK6 Investments, L.P. ("PEAK6 Investments"). The New Credit Agreement extends the maturity date, reduces and defers mandatory quarterly principal payments, and carries a lower interest rate compared to the Prior Credit Agreement. The maturity date of the New Credit Agreement is April 20, 2021 with quarterly principal payments of $1.3 million commencing on September 30, 2019. The initial interest rate is 9.486% per annum, to be adjusted annually on March 31 to 7.75% plus 1 year LIBOR. We used approximately $13.9 million of the net proceeds from the New Credit Agreement to repay in full the aggregate principal amount outstanding under the Prior Credit Agreement and to pay related interest and prepayment penalties, transaction fees and expenses. We expect to use the remainder of the proceeds from the New Credit Agreement for general corporate purposes, including to accelerate both subscriber acquisition and product development. In connection with the New Credit Agreement, PEAK6 Investments purchased, for an aggregate purchase price of $1.5 million in cash, a warrant (the "Warrant") to purchase an aggregate of 1.5 million shares of our common stock at an exercise price of $5.00 per share. Additionally, in connection with the New Credit Agreement, we used the proceeds from the sale of the Warrant to repurchase approximately 419 thousand shares of our common stock, pursuant to a redemption agreement from PEAK6 Capital Management LLC at a price of $3.60 per share, for an aggregate repurchase price of approximately $1.5 million . PEAK6 Capital Management LLC is an affiliate of PEAK6 Investments. For additional information on the New Credit Agreement, please see "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" below. |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“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 conjunction with our singular refocus on our identity and privacy protection services, we changed our policy of allocating general and administrative expenses from our Corporate business unit into our other segments, which resulted in a change in our measurement of segment profit and loss. Beginning in 2017, we directly charge our Personal Information Services segment for the majority of general and administrative expenses including executive, legal, human resources, finance and internal audit expenses. We have elected not to recast our condensed consolidated financial statements for the three months ended March 31, 2016. For information on the effects of the change in measurement, please see "Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations." 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 condensed consolidated statements of operations. The condensed consolidated results of operations for the interim periods are not necessarily indicative of results for the full year. These condensed consolidated financial statements do not include all the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2016 , as filed in our Annual Report on Form 10-K. |
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. Restricted cash is included in prepaid expenses and other current assets in our condensed 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 March 31, 2017 and December 31, 2016 totaled $367 thousand and $360 thousand , respectively, and are included in accrued expenses and other current liabilities in our condensed 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. |
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. On January 1, 2017, we prospectively adopted ASU 2017-04, " Intangibles—Goodwill and Other ." 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 perform the 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 quantitative assessment 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. If the carrying value of a reporting unit exceeds its estimated fair value, then a goodwill impairment loss is recognized for the amount that the carrying value of the reporting unit (including goodwill) exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. As of March 31, 2017 , 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 11. 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. |
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 condensed 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 ("Prior Credit Agreement"). Pursuant to the Prior Credit Agreement, we were 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 Prior 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, and the grants are approved by either the Compensation Committee or by appropriate members of Management in accordance with authority delegated by the Compensation Committee. 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. During the three months ended March 31, 2017, we did not grant stock options. The fair value of each option granted has been estimated as of the date of grant with the following weighted-average assumptions for the three months ended March 31, 2016. Expected Dividend Yield. Under the Prior Credit Agreement, we were 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 any 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 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. 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. During the three months ended March 31, 2017, we did not grant PBRSUs. |
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. Accounting for income taxes in interim periods provides that at the end of each interim period we are required to make our best estimate of the consolidated effective tax rate expected to be applicable for our full calendar year. The rate so determined shall be used in providing for income taxes on a consolidated current year-to-date basis. Further, the rate is reviewed, if necessary, as of the end of each successive interim period during the year to our best estimate of our annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to income from operations before income taxes, we may include certain items treated as discrete events to arrive at an estimated overall tax amount. 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 | We 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. |
Accounting Standards Updates | Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU 2017-04, Intangibles— The primary amendments in this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 1, 2017 Prospective We early adopted this update to reduce the cost and complexity of our annual and interim goodwill impairment analyses. There was no material impact on our condensed consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers 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) Retrospec-tively 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 on our consolidated financial statements or the method by which we will adopt the standard. ASU 2016-02, Leases 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 on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows 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, on our consolidated financial statements. |
Assets and Liabilities Held f28
Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The major classes of assets and liabilities held for sale related to Habits at Work and Captira in the condensed consolidated balance sheets consisted of the following: March 31, 2017 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 10 97 Property and equipment, net 67 247 Other assets 9 6 Write-down to fair value (86 ) (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 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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): Three Months Ended 2017 2016 Net loss—basic and diluted $ (4,802 ) $ (4,266 ) Weighted average common shares outstanding—basic 23,675 22,887 Dilutive effect of common stock equivalents — — Weighted average common shares outstanding—diluted 23,675 22,887 Net loss per common share—basic and diluted $ (0.20 ) $ (0.19 ) |
Prepaid Expenses and Other Cu30
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 are as follows: March 31, December 31, (In thousands) Prepaid services $ 726 $ 873 Other prepaid contracts 2,456 2,300 Restricted cash 260 375 Other 217 316 Total $ 3,659 $ 3,864 |
Internally Developed Capitali31
Internally Developed Capitalized Software (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Summary of Internally Developed Capitalized Software | Activity in our internally developed capitalized software during the three months ended March 31, 2017 and 2016 was as follows (in thousands): Gross Carrying Accumulated Net Carrying Balance at December 31, 2016 $ 15,015 $ (7,931 ) $ 7,084 Additions 729 — 729 Depreciation expense — (932 ) (932 ) Balance at March 31, 2017 $ 15,744 $ (8,863 ) $ 6,881 $ — Balance at December 31, 2015 $ 14,582 $ (6,880 ) $ 7,702 Depreciation expense — (919 ) (919 ) Balance at March 31, 2016 $ 14,582 $ (7,799 ) $ 6,783 |
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 remaining nine months ending December 31, 2017 $ 105 For the year ending December 31, 2018 58 Total $ 163 |
Depreciation Expense Related to Capitalized Software | |
Property, Plant and Equipment [Line Items] | |
Amortization Expense for Future Periods | Depreciation expense related to capitalized software no longer in the application development stage, for the future periods is indicated below (in thousands): For the remaining nine months ending December 31, 2017 $ 2,569 For the years ending December 31: 2018 2,643 2019 1,649 2020 20 Total $ 6,881 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 Insurance and Bail Bonds Totals Balance as of March 31, 2017 Gross carrying amount $ 35,253 $ 10,665 $ — $ 45,918 Accumulated impairment losses (25,837 ) (10,318 ) — (36,155 ) Net carrying value of goodwill $ 9,416 $ 347 $ — $ 9,763 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 |
Amortizable Intangible Assets | Our intangible assets consisted of the following (in thousands): Gross Accumulated Impairment Net As of March 31, 2017: Amortizable intangible assets: Customer related $ 38,874 $ (38,857 ) $ — $ 17 Marketing related 2,929 (2,883 ) — 46 Technology related 2,771 (2,671 ) — 100 Subtotal 44,574 (44,411 ) — 163 Less: held for sale (925 ) 925 — — Total amortizable intangible assets at March 31, 2017 $ 43,649 $ (43,486 ) $ — $ 163 As of December 31, 2016: 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 at December 31, 2016 $ 44,574 $ (43,458 ) $ (906 ) $ 210 |
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 remaining nine months ending December 31, 2017 $ 105 For the year ending December 31, 2018 58 Total $ 163 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | The components of our accrued expenses and other current liabilities are as follows: March 31, 2017 December 31, 2016 (In thousands) Accrued marketing $ 1,096 $ 1,121 Accrued cost of sales, including credit bureau costs 4,876 5,480 Accrued general and administrative expense and professional fees 1,613 2,190 Insurance premiums 367 360 Estimated liability for non-income business taxes — 94 Other 1,892 1,823 Total $ 9,844 $ 11,068 |
Accrued Payroll and Employee 34
Accrued Payroll and Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Components of Accrued Payroll and Employee Benefits | The components of our accrued payroll and employee benefits are as follows: March 31, December 31, 2017 2016 (In thousands) Accrued payroll $ 156 $ 1,131 Accrued benefits 1,672 1,685 Accrued severance 1,632 1,440 Total accrued payroll and employee benefits $ 3,460 $ 4,256 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Operating Capital (In thousands) For the remaining nine months ending December 31, 2017 $ 2,303 $ 416 For the years ending December 31: 2018 3,394 550 2019 1,472 401 2020 109 21 2021 93 7 2022 — — Total minimum lease payments $ 7,371 1,395 Less: amount representing interest (194 ) Present value of minimum lease payments 1,201 Less: current obligation (450 ) Long-term obligations under capital lease $ 751 |
Non Income Business Tax Liability Activity | The following table summarizes the non-income business tax liability activity during the three months ended March 31, 2017 and 2016 (in thousands): Non-Income Business Tax Liability 2017 2016 Balance at December 31 $ 94 $ 3,427 Adjustments to existing liabilities — 54 Payments (94 ) (21 ) Balance at March 31 $ — $ 3,460 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | The components of our other long-term liabilities are as follows: March 31, December 31, (In thousands) Deferred rent $ 1,750 $ 1,850 Uncertain tax positions, interest and penalties not recognized 1,602 1,582 Accrued general and administrative expenses — 4 Total other long-term liabilities $ 3,352 $ 3,436 |
Debt and Other Financing (Table
Debt and Other Financing (Table) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Minimum Required Maturities | Under the New Credit Agreement, minimum required maturities are as follows (in thousands): For the remaining nine months ending December 31, 2017 $ — For the years ending December 31: 2018 — 2019 1,250 2020 5,000 2021 13,750 Total outstanding $ 20,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity during the three months ended March 31, 2017 : Number of Weighted-Average Aggregate Intrinsic Value Weighted-Average (In thousands) (In years) Outstanding at December 31, 2016 861,366 $ 3.99 Granted — $ — Canceled (8,000) $ 9.90 Outstanding at March 31, 2017 853,366 $ 3.94 $ 815 5.32 Exercisable at March 31, 2017 474,366 $ 5.25 $ 163 2.21 |
Summary of RSUs Activity | The following table summarizes the activity of our RSUs during the three months ended March 31, 2017 : Number of Weighted-Average Outstanding at December 31, 2016 3,363,946 $ 2.78 Granted 761,642 $ 3.99 Canceled (1) (1,532,278) $ 2.45 Vested (256,106) $ 3.28 Outstanding at March 31, 2017 2,337,204 $ 3.33 ____________________ (1) Includes shares net-settled to cover statutory employee taxes related to the vesting of restricted stock awards, which increased treasury shares by 8 thousand in the three months ended March 31, 2017 . |
Segment and Geographic Inform39
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table sets forth segment information for the three months ended March 31, 2017 and 2016 : Personal Information Services Insurance and Other Consumer Services Pet Health Monitoring Bail Bonds Industry Solutions Corporate Consolidated (in thousands) Three months ended March 31, 2017 Revenue $ 38,610 $ 1,657 $ — $ 182 $ — $ 40,449 Depreciation 1,255 32 3 — 10 1,300 Amortization 47 — — — — 47 (Loss) income from operations (2,738 ) 378 (598 ) (46 ) (1,250 ) (4,254 ) (Loss) income before income taxes (3,296 ) 378 (598 ) (46 ) (1,250 ) (4,812 ) Three months ended March 31, 2016 Revenue $ 42,479 $ 2,661 $ 15 $ 493 $ — $ 45,648 Depreciation 1,154 53 407 20 23 1,657 Amortization 46 128 18 — — 192 Income (loss) from operations 4,075 (258 ) (5,132 ) (98 ) (2,518 ) (3,931 ) Income (loss) before income taxes 3,859 (258 ) (5,129 ) (98 ) (2,633 ) (4,259 ) As of March 31, 2017 As of December 31, 2016 Property and Equipment, net Total Assets Property and Equipment, net Total Assets (in thousands) Segment: Personal Information Services $ 10,344 $ 35,147 $ 10,391 $ 36,123 Insurance and Other Consumer Services 92 10,827 123 11,092 Pet Health Monitoring 17 396 21 492 Bail Bonds Industry Solutions — — 247 137 Corporate — 854 76 5,013 Subtotal 10,453 47,224 10,858 52,857 Less: held for sale — — (247 ) — Consolidated $ 10,453 $ 47,224 $ 10,611 $ 52,857 |
Schedule of Generated Revenue | We generated revenue in the following geographic areas: United States Canada Consolidated (in thousands) Revenue: For the three months ended March 31, 2017 $ 37,390 $ 3,059 $ 40,449 For the three months ended March 31, 2016 $ 42,627 $ 3,021 $ 45,648 |
Organization and Business - Add
Organization and Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments sold or ceased | 2 |
Basis of Presentation and Sum41
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($)bankshares | Apr. 20, 2017USD ($) | Dec. 31, 2016USD ($) | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Number of commercial banks requiring cash collateral (in banks) | bank | 1 | ||
Period of payments collection from large financial institutions (in days) | 30 days | ||
Subscription period (in years) | 1 year | ||
Insurance premiums | $ 367,000 | $ 360,000 | |
Goodwill | $ 9,763,000 | 9,763,000 | |
Expected dividend yield of options granted (as a percent) | 0.00% | ||
Expected volatility of options granted (as a percent) | 45.00% | ||
Risk-free interest rate of options granted (as a percent) | 1.10% | ||
Expected term of options granted (in years) | 4 years 9 months 18 days | ||
Measurement period for historical data (in years) | 3 years | ||
Insurance And Other Consumer Services | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Goodwill | $ 347,000 | 347,000 | |
Personal Information Services | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Goodwill | 9,416,000 | $ 9,416,000 | |
Other Reporting Units | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Goodwill | 0 | ||
Minimum | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Subscription price per month | $ 4.99 | ||
Intangible assets, estimated useful lives (in years) | 2 years | ||
Maximum | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Subscription price per month | $ 25 | ||
Intangible assets, estimated useful lives (in years) | 10 years | ||
Performance Shares | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Granted, Number of RSUs (in shares) | shares | 0 | ||
New Credit Agreement | Subsequent Event | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Debt instrument, face amount | $ 20,000,000 |
Assets and Liabilities Held f42
Assets and Liabilities Held for Sale - Summary of Captira Sale (Details) - Disposal Group, Not Discontinued Operations - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets of disposal group held for sale: | ||
Cash and cash equivalents | $ 0 | $ 321 |
Accounts receivable, net | 0 | 177 |
Prepaid expenses and other current assets | 10 | 97 |
Property and equipment, net | 67 | 247 |
Other assets | 9 | 6 |
Write-down to fair value | (86) | (744) |
Total assets of disposal group held for sale | 0 | 104 |
Liabilities of disposal group held for sale: | ||
Accounts payable | 0 | 9 |
Accrued expenses and other current liabilities | 0 | 15 |
Accrued payroll and employee benefits | 0 | 80 |
Total liabilities of disposal group held for sale | 0 | $ 104 |
Habits at Work | ||
Assets of disposal group held for sale: | ||
Write-down to fair value | $ (86) |
Loss Per Common Share - Additio
Loss Per Common Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Common stock and unvested restricted stock units excluded from the computation of diluted loss per common share (in shares) | 3.4 | 3 |
Loss Per Common Share - Reconci
Loss 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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss—basic and diluted | $ (4,802) | $ (4,266) |
Weighted average common shares outstanding—basic (in shares) | 23,675 | 22,887 |
Dilutive effect of common stock equivalents (in shares) | 0 | 0 |
Weighted average common shares outstanding—diluted (in shares) | 23,675 | 22,887 |
Net loss per common share—basic and diluted (in dollars per share) | $ (0.20) | $ (0.19) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Transfers in or out of Level 1 and Level 2 | $ 0 | $ 0 |
Transfers in or out of Level 2 and Level 1 | $ 0 | $ 0 |
Prepaid Expenses and Other Cu46
Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid services | $ 726 | $ 873 |
Other prepaid contracts | 2,456 | 2,300 |
Restricted cash | 260 | 375 |
Other | 217 | 316 |
Total | $ 3,659 | $ 3,864 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory | $ 250 | $ 250 |
Pet Health Monitoring | ||
Inventory [Line Items] | ||
Inventory | $ 250 | $ 250 |
Deferred Subscription Solicit48
Deferred Subscription Solicitation and Commission Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred subscription solicitation and commission costs | $ 5,974 | $ 5,050 | |
Amortization of deferred subscription solicitation costs | 3,087 | $ 3,930 | |
Marketing costs | $ 576 | $ 953 |
Internally Developed Capitali49
Internally Developed Capitalized Software - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Software Development-in-Progress | ||
Property, Plant and Equipment [Line Items] | ||
Fixed asset impairment charge | $ 0 | $ 0 |
Internally Developed Capitali50
Internally Developed Capitalized Software - Summary of Internally Developed Capitalized Software (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Movement in Property, Plant and Equipment [Roll Forward] | ||
Depreciation expense | $ (1,300) | $ (1,657) |
Net Carrying Amount, Beginning Balance | 10,611 | |
Net Carrying Amount, Ending Balance | 10,453 | |
Depreciation Expense Related to Capitalized Software | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Gross Carrying Amount, Beginning Balance | 15,015 | 14,582 |
Additions | 729 | |
Gross Carrying Amount, Ending Balance | 15,744 | 14,582 |
Accumulated Depreciation, Beginning Balance | (7,931) | (6,880) |
Depreciation expense | (932) | (919) |
Accumulated Depreciation, Ending Balance | (8,863) | (7,799) |
Net Carrying Amount, Beginning Balance | 7,084 | 7,702 |
Net Carrying Amount, Ending Balance | $ 6,881 | $ 6,783 |
Internally Developed Capitali51
Internally Developed Capitalized Software - Amortization Expense for Future Periods (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
For the remaining nine months ending December 31, 2017 | $ 105 | |
2,018 | 58 | |
Net Carrying Amount | 163 | $ 210 |
Depreciation Expense Related to Capitalized Software | ||
Property, Plant and Equipment [Line Items] | ||
For the remaining nine months ending December 31, 2017 | 2,569 | |
2,018 | 2,643 | |
2,019 | 1,649 | |
2,020 | 20 | |
Net Carrying Amount | $ 6,881 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Gross carrying amount | $ 45,918 | $ 47,308 |
Accumulated impairment losses | (36,155) | (37,545) |
Net carrying value of goodwill | 9,763 | 9,763 |
Personal Information Services | ||
Goodwill [Line Items] | ||
Gross carrying amount | 35,253 | 35,253 |
Accumulated impairment losses | (25,837) | (25,837) |
Net carrying value of goodwill | 9,416 | 9,416 |
Insurance And Other Consumer Services | ||
Goodwill [Line Items] | ||
Gross carrying amount | 10,665 | 10,665 |
Accumulated impairment losses | (10,318) | (10,318) |
Net carrying value of goodwill | 347 | 347 |
Bail Bonds Industry Solutions | ||
Goodwill [Line Items] | ||
Gross carrying amount | 0 | 1,390 |
Accumulated impairment losses | 0 | (1,390) |
Net carrying value of goodwill | $ 0 | $ 0 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, less held for sale | $ 44,574 | $ 46,278 |
Less: held for sale | (925) | (1,704) |
Gross Carrying Amount | 43,649 | 44,574 |
Accumulated Amortization, less held for sale | (44,411) | (45,162) |
Less: held for sale, accumulated amortization | 925 | 1,704 |
Accumulated Amortization | (43,486) | (43,458) |
Impairment | 0 | (906) |
Net Carrying Amount | 163 | 210 |
Customer Related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, less held for sale | 38,874 | 38,874 |
Accumulated Amortization, less held for sale | (38,857) | (38,822) |
Impairment | 0 | (17) |
Net Carrying Amount | 17 | 35 |
Marketing Related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, less held for sale | 2,929 | 3,336 |
Accumulated Amortization, less held for sale | (2,883) | (3,143) |
Impairment | 0 | (138) |
Net Carrying Amount | 46 | 55 |
Technology Related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, less held for sale | 2,771 | 4,068 |
Accumulated Amortization, less held for sale | (2,671) | (3,197) |
Impairment | 0 | (751) |
Net Carrying Amount | $ 100 | $ 120 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Aggregate amortization expense | $ 47 | $ 192 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful lives (in years) | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful lives (in years) | 10 years |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Amortization Expense for Future Periods (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
For the remaining nine months ending December 31, 2017 | $ 105 | |
2,018 | 58 | |
Net Carrying Amount | $ 163 | $ 210 |
Accrued Expenses and Other Cu56
Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued marketing | $ 1,096 | $ 1,121 | ||
Accrued cost of sales, including credit bureau costs | 4,876 | 5,480 | ||
Accrued general and administrative expense and professional fees | 1,613 | 2,190 | ||
Insurance premiums | 367 | 360 | ||
Estimated liability for non-income business taxes | 0 | 94 | $ 3,460 | $ 3,427 |
Other | 1,892 | 1,823 | ||
Total | $ 9,844 | $ 11,068 |
Accrued Payroll and Employee 57
Accrued Payroll and Employee Benefits - Components of Accrued Payroll and Employee Benefits (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 156 | $ 1,131 |
Accrued benefits | 1,672 | 1,685 |
Accrued severance | 1,632 | 1,440 |
Total accrued payroll and employee benefits | $ 3,460 | $ 4,256 |
Accrued Payroll and Employee 58
Accrued Payroll and Employee Benefits - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Payables and Accruals [Abstract] | ||
Severance expense | $ 1,200 | |
Severance payment | $ 1,000 | $ 1,600 |
Reduction of severance expense | $ 176 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Fixed Commitments Related to All Non-Cancellable Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Operating Leases | ||
For the remaining nine months ending December 31, 2017 | $ 2,303 | |
2,018 | 3,394 | |
2,019 | 1,472 | |
2,020 | 109 | |
2,021 | 93 | |
2,022 | 0 | |
Total minimum lease payments | 7,371 | |
Capital Leases | ||
For the remaining nine months ending December 31, 2017 | 416 | |
2,018 | 550 | |
2,019 | 401 | |
2,020 | 21 | |
2,021 | 7 | |
2,022 | 0 | |
Total minimum lease payments | 1,395 | |
Less: amount representing interest | (194) | |
Present value of minimum lease payments | 1,201 | |
Less: current obligation | (450) | $ (471) |
Long-term obligations under capital lease | $ 751 | $ 865 |
Commitments and Contingencies60
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)plaintiff | Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Additional capital lease agreement | $ 0 | $ 137 | ||
Rental expenses included in general and administrative expenses | 743 | $ 712 | ||
Refunds paid to certain subscribers | $ 63 | $ 1,200 | ||
Number of plaintiffs | plaintiff | 661 | |||
Contract obligation future minimum non-refundable total payment | $ 886 | |||
Contract obligation future minimum non-refundable payment end date | Dec. 31, 2018 |
Commitments and Contingencies61
Commitments and Contingencies - Non Income Business Tax Liability Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Indirect Tax Obligations | ||
Balance at December 31 | $ 94 | $ 3,427 |
Adjustments to existing liabilities | 0 | 54 |
Payments | (94) | (21) |
Balance at March 31 | $ 0 | $ 3,460 |
Other Long-Term Liabilities - O
Other Long-Term Liabilities - Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 1,750 | $ 1,850 |
Uncertain tax positions, interest and penalties not recognized | 1,602 | 1,582 |
Accrued general and administrative expenses | 0 | 4 |
Total other long-term liabilities | $ 3,352 | $ 3,436 |
Debt and Other Financing - Addi
Debt and Other Financing - Additional Information (Detail) - USD ($) | Apr. 20, 2017 | Mar. 21, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 |
Line Of Credit Facility [Line Items] | |||||
Short-term debt classified, net | $ 3,600,000 | ||||
i4c Innovations | |||||
Line Of Credit Facility [Line Items] | |||||
Payments to acquire additional interest in subsidiaries | $ 15,000,000 | ||||
Proceeds from divestiture of interest in subsidiaries and affiliates | 2,200,000 | ||||
Subsidiary or equity method investee, additional investment permitted | $ 2,200,000 | ||||
Crystal Financial SPV LLC | Credit Agreement | |||||
Line Of Credit Facility [Line Items] | |||||
Credit facility maximum borrowing capacity | $ 20,000,000 | ||||
Debt Instrument, periodic payment, principal | $ 1,400,000 | ||||
Maximum churn percentage required to maintain on quarterly basis | 1.875% | ||||
Percentage of minimum revenue decrease if covenant violation exists | 20.00% | ||||
Non-recurring charges incurred in wind-down | $ 4,300,000 | ||||
Outstanding borrowings | 13,400,000 | ||||
Unamortized debt issuance costs | $ 1,000,000 | ||||
Crystal Financial SPV LLC | Credit Agreement | Debt Covenant, Before June 30, 2017 | |||||
Line Of Credit Facility [Line Items] | |||||
Percentage of minimum cash required on total outstanding amount | 25.00% | ||||
Crystal Financial SPV LLC | Credit Agreement | Debt Covenant, After June 30, 2017 | |||||
Line Of Credit Facility [Line Items] | |||||
Percentage of minimum cash required on total outstanding amount | 40.00% | ||||
Crystal Financial SPV LLC | Credit Agreement | Scenario Forecast | |||||
Line Of Credit Facility [Line Items] | |||||
Percentage of cash flow required for prepayment | 50.00% | ||||
Crystal Financial SPV LLC | Credit Agreement | Minimum | |||||
Line Of Credit Facility [Line Items] | |||||
Credit agreement, minimum borrowed interest rate | 10.50% | ||||
Crystal Financial SPV LLC | Credit Agreement | LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Credit agreement, basis spread on variable interest rate | 10.00% | ||||
Subsequent Event | New Credit Agreement | |||||
Line Of Credit Facility [Line Items] | |||||
Credit agreement, minimum borrowed interest rate | 9.486% | ||||
Debt Instrument, periodic payment, principal | $ 1,300,000 | ||||
Debt instrument, face amount | $ 20,000,000 | ||||
Subsequent Event | New Credit Agreement | LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Credit agreement, basis spread on variable interest rate | 7.75% |
Debt and Other Financing - Summ
Debt and Other Financing - Summary of Minimum Required Maturities (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
For the remaining nine months ending December 31, 2017 | $ 0 |
2,018 | 0 |
2,019 | 1,250 |
2,020 | 5,000 |
2,021 | 13,750 |
Total outstanding | $ 20,000 |
Income Taxes (Detail)
Income Taxes (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.20% | (0.20%) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum shares of common stock authorized for issuance under stock option plan (in shares) | 5,500,000 | |||
Increase in treasury shares (in shares) | 8,000 | |||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options to purchase shares outstanding under share based compensation (in shares) | 853,366 | 861,366 | ||
Number of stock options granted (in shares) | 0 | 0 | ||
Options exercised in period (in shares) | 0 | 0 | ||
Unrecognized compensation cost | $ 241,000 | |||
Expected weighted-average period for recognized compensation cost | 1 year 9 months | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 6,100,000 | |||
Expected weighted-average period for recognized compensation cost | 2 years 5 months 1 day | |||
General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 34,000 | $ 0 | ||
General and Administrative Expenses | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,200,000 | 850,000 | ||
General and Administrative Expenses | RSUs | Habits at Work | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (57,000) | $ 305,000 | ||
Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized and reserved for issuance (in shares) | 4,000,000 | |||
Maximum shares of common stock authorized for issuance under stock option plan (in shares) | 9,500,000 | |||
2014 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares remaining to be granted under stock option plan (in shares) | 2,500,000 | |||
Options to purchase shares outstanding under share based compensation (in shares) | 3,200,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - Stock Option $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, Number of Shares, Beginning balance (in shares) | shares | 861,366 |
Granted, Number of Shares (in shares) | shares | 0 |
Canceled, Number of Shares (in shares) | shares | (8,000) |
Outstanding, Number of Shares, Ending balance (in shares) | shares | 853,366 |
Exercisable, Number of Shares (in shares) | shares | 474,366 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding, Weighted-Average Exercise Price, Beginning balance (in dollars per share) | $ / shares | $ 3.99 |
Granted, Weighted-Average Exercise Price (in dollars per share) | $ / shares | 0 |
Canceled, Weighted-Average Exercise Price (in dollars per share) | $ / shares | 9.90 |
Outstanding, Weighted-Average Exercise Price, Ending balance (in dollars per share) | $ / shares | 3.94 |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 5.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Outstanding, Aggregate Intrinsic Value | $ | $ 815 |
Exercisable, Aggregate Intrinsic Value | $ | $ 163 |
Outstanding, Weighted-Average Remaining Contractual Term (in years) | 5 years 3 months 26 days |
Exercisable, Weighted-Average Remaining Contractual Life (in years) | 2 years 2 months 16 days |
Stockholders' Equity - Summar68
Stockholders' Equity - Summary of RSUs Activity (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | |
Increase in treasury shares (in shares) | 8,000 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, Number of RSUs, Beginning balance (in shares) | 3,363,946 |
Granted, Number of RSUs (in shares) | 761,642 |
Canceled, Number of RSUs (in shares) | (1,532,278) |
Vested, Number of RSUs (in shares) | (256,106) |
Outstanding, Number of RSUs, Ending balance (in shares) | 2,337,204 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | |
Outstanding, Weighted-Average Grant Date Fair Value, Beginning balance (in dollars per share) | $ / shares | $ 2.78 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 3.99 |
Canceled, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.45 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 3.28 |
Outstanding, Weighted-Average Grant Date Fair Value, Ending balance (in dollars per share) | $ / shares | $ 3.33 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Digital Matrix Systems | |||
Related Party Transaction [Line Items] | |||
Payment of monthly installments for monitoring credit and on-line credit analysis services | $ 216 | $ 216 | |
Amount owed to related parties | 70 | $ 70 | |
Fees payable for credit information processing services and implementation and disaster recovery services | 185 | $ 92 | |
Loeb Partners Corporation | |||
Related Party Transaction [Line Items] | |||
Advisory fees paid | $ 553 | ||
Development, Implementation, and Monthly Service Fees | Digital Matrix Systems | |||
Related Party Transaction [Line Items] | |||
Amounts of transaction | $ 430 |
Segment and Geographic Inform70
Segment and Geographic Information - Schedule of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 40,449 | $ 45,648 |
Depreciation | 1,300 | 1,657 |
Amortization | 47 | 192 |
(Loss) income from operations | (4,254) | (3,931) |
(Loss) income before income taxes | (4,812) | (4,259) |
Operating Segments | Personal Information Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 38,610 | 42,479 |
Depreciation | 1,255 | 1,154 |
Amortization | 47 | 46 |
(Loss) income from operations | (2,738) | 4,075 |
(Loss) income before income taxes | (3,296) | 3,859 |
Operating Segments | Insurance And Other Consumer Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,657 | 2,661 |
Depreciation | 32 | 53 |
Amortization | 0 | 128 |
(Loss) income from operations | 378 | (258) |
(Loss) income before income taxes | 378 | (258) |
Operating Segments | Pet Health Monitoring | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 15 |
Depreciation | 3 | 407 |
Amortization | 0 | 18 |
(Loss) income from operations | (598) | (5,132) |
(Loss) income before income taxes | (598) | (5,129) |
Operating Segments | Bail Bonds Industry Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenue | 182 | 493 |
Depreciation | 0 | 20 |
Amortization | 0 | 0 |
(Loss) income from operations | (46) | (98) |
(Loss) income before income taxes | (46) | (98) |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Depreciation | 10 | 23 |
Amortization | 0 | 0 |
(Loss) income from operations | (1,250) | (2,518) |
(Loss) income before income taxes | $ (1,250) | $ (2,633) |
Segment and Geographic Inform71
Segment and Geographic Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
(Loss) income from operations | $ (4,254) | $ (3,931) |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
(Loss) income from operations | $ (1,250) | (2,518) |
Pro Forma | Personal Information Services | ||
Segment Reporting Information [Line Items] | ||
(Loss) income from operations | (2,000) | |
Pro Forma | Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
(Loss) income from operations | $ 1,500 |
Segment and Geographic Inform72
Segment and Geographic Information Segment and Geographic Information - Schedule of Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property and Equipment, net | $ 10,453 | $ 10,611 |
Property, plant and equipment, including assets held for sale | 10,858 | |
Total Assets | 47,224 | 52,857 |
Operating Segments | Personal Information Services | ||
Segment Reporting Information [Line Items] | ||
Property and Equipment, net | 10,344 | |
Property, plant and equipment, including assets held for sale | 10,391 | |
Total Assets | 35,147 | 36,123 |
Operating Segments | Insurance And Other Consumer Services | ||
Segment Reporting Information [Line Items] | ||
Property and Equipment, net | 92 | |
Property, plant and equipment, including assets held for sale | 123 | |
Total Assets | 10,827 | 11,092 |
Operating Segments | Pet Health Monitoring | ||
Segment Reporting Information [Line Items] | ||
Property and Equipment, net | 17 | |
Property, plant and equipment, including assets held for sale | 21 | |
Total Assets | 396 | 492 |
Operating Segments | Bail Bonds Industry Solutions | ||
Segment Reporting Information [Line Items] | ||
Property and Equipment, net | 0 | |
Property, plant and equipment, including assets held for sale | 247 | |
Total Assets | 0 | 137 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, including assets held for sale | 76 | |
Total Assets | $ 854 | 5,013 |
Held for sale | Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Less: held for sale | $ (247) |
Segment and Geographic Inform73
Segment and Geographic Information - Schedule of Generated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 40,449 | $ 45,648 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | 37,390 | 42,627 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 3,059 | $ 3,021 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Subsequent Event | Apr. 20, 2017USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Proceeds from issuance of warrants | $ 1,500,000 |
Number of securities called by warrants (in shares) | shares | 1,500,000 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 5 |
Treasury stock acquired (in shares) | shares | 419,000 |
Cost per share (in dollars per share) | $ / shares | $ 3.60 |
Value of treasury stock acquired | $ 1,500,000 |
New Credit Agreement | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | 20,000,000 |
Debt Instrument, periodic payment, principal | $ 1,300,000 |
Interest rate, stated percentage | 9.486% |
New Credit Agreement | LIBOR | |
Subsequent Event [Line Items] | |
Credit agreement, basis spread on variable interest rate | 7.75% |
Credit Agreement | |
Subsequent Event [Line Items] | |
Repayments of long-term debt | $ 13,900,000 |