Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'Dealertrack Technologies, Inc | ' |
Entity Central Index Key | '0001333513 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 53,578,208 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $144,267 | $122,373 |
Marketable securities | 5,147 | 10,589 |
Customer funds and customer funds receivable | 35,601 | 25,901 |
Accounts receivable, net of allowances of $7,410 and $6,924, as of March 31, 2014 and December 31, 2013, respectively | 97,529 | 48,349 |
Deferred tax assets, net | 22,938 | 6,331 |
Prepaid expenses and other current assets | 29,878 | 21,314 |
Total current assets | 335,360 | 234,857 |
Property and equipment, net | 77,043 | 31,866 |
Investments - cost and equity | 36,652 | 119,318 |
Software and website developments costs, net | 70,648 | 62,513 |
Intangible assets, net | 580,545 | 136,754 |
Goodwill | 1,051,559 | 316,130 |
Deferred tax assets, net | 56,862 | 40,421 |
Other assets - long-term | 20,743 | 14,616 |
Total assets | 2,229,412 | 956,475 |
Current liabilities | ' | ' |
Accounts payable | 36,782 | 15,013 |
Accrued compensation and benefits | 20,114 | 20,645 |
Accrued liabilities - other | 43,330 | 21,284 |
Customer funds payable | 35,601 | 25,901 |
Senior convertible notes, net | 172,399 | ' |
Deferred revenue | 14,758 | 9,958 |
Deferred tax liabilities | 4,277 | 4,278 |
Notes payable | 2,577 | 2,000 |
Total current liabilities | 329,838 | 99,079 |
Deferred tax liabilities | 221,128 | 73,193 |
Deferred revenue | 6,931 | 6,482 |
Notes payable | 10,736 | 2,000 |
Long-term debt, net | 564,175 | 170,317 |
Other liabilities | 19,493 | 4,180 |
Total long-term liabilities | 822,463 | 256,172 |
Total liabilities | 1,152,301 | 355,251 |
Commitments and contingencies (Note 17) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.01 par value; 10,000,000 shares authorized and no shares issued and outstanding | ' | ' |
Common stock, $0.01 par value: 175,000,000 shares authorized; 56,768,763 shares issued and 53,523,870 shares outstanding as of March 31, 2014; and 47,154,300 shares issued and 43,995,893 shares outstanding as of December 31, 2013 | 568 | 472 |
Treasury stock, at cost, 3,244,893 shares and 3,158,407 shares as of March 31, 2014 and December 31, 2013, respectively | -57,820 | -53,408 |
Additional paid-in capital | 1,066,037 | 571,550 |
Accumulated other comprehensive income | 394 | 3,036 |
Retained earnings | 67,932 | 79,574 |
Total stockholders' equity | 1,077,111 | 601,224 |
Total liabilities and stockholders' equity | $2,229,412 | $956,475 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowances for doubtful accounts | $7,410 | $6,924 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 56,768,763 | 47,154,300 |
Common stock, shares outstanding | 53,523,870 | 43,995,893 |
Treasury stock, shares | 3,244,893 | 3,158,407 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue: | ' | ' |
Net revenue | $158,808 | $109,059 |
Operating expenses: | ' | ' |
Cost of revenue | 89,907 | 48,210 |
Research and development | 24,048 | 17,630 |
Selling, general and administrative | 67,486 | 42,468 |
Total operating expenses | 181,441 | 108,308 |
Income (loss) from operations | -22,633 | 751 |
Interest income | 100 | 124 |
Interest expense | -5,910 | -3,364 |
Other income, net | 709 | 66 |
Gain on sale of investment | 9,828 | ' |
Earnings from equity method investment, net | 1,625 | 1,219 |
Loss before benefit from income taxes, net | -16,281 | -1,204 |
Benefit from income taxes, net | 4,639 | 1,170 |
Net loss | ($11,642) | ($34) |
Basic net loss per share | ($0.25) | $0 |
Diluted net loss per share | ($0.25) | $0 |
Weighted average common stock outstanding (basic) | 47,351 | 43,173 |
Weighted average common stock outstanding (diluted) | 47,351 | 43,173 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements Of Comprehensive Income [Abstract] | ' | ' |
Net loss | ($11,642) | ($34) |
Other comprehensive loss, net of tax | ' | ' |
Foreign currency translation adjustments | -2,640 | -1,320 |
Net change in unrealized (losses) gains on securities | -2 | 112 |
Other comprehensive loss, net of tax | -2,642 | -1,208 |
Total comprehensive loss | ($14,284) | ($1,242) |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating Activities: | ' | ' |
Net loss | ($11,642) | ($34) |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 31,291 | 13,897 |
Deferred tax benefit | -34,603 | -1,158 |
Stock-based compensation expense | 4,123 | 3,271 |
Provision for doubtful accounts and sales credits | 3,114 | 1,682 |
Earnings from equity method investment, net | -1,625 | -1,219 |
Deferred compensation | 50 | 38 |
Stock-based compensation windfall tax benefit | -8,685 | -3,587 |
Gain on sale of investment | -9,828 | ' |
Realized gain on sale of securities | ' | -11 |
Amortization of debt issuance costs and debt discount | 3,170 | 2,302 |
Change in contingent consideration | -250 | -500 |
Forfeited customer deposits | -648 | ' |
Amortization of deferred interest | 53 | 279 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ' | ' |
Accounts receivable | -12,534 | -6,339 |
Prepaid expenses and other current assets | 4,236 | -2,186 |
Other assets - long-term | -4,227 | 3,166 |
Accounts payable and accrued expenses | -68,213 | -13,518 |
Deferred rent | -6 | 51 |
Deferred revenue | 1,714 | -60 |
Other liabilities - long-term | 11,646 | -1,074 |
Net cash used in operating activities | -92,864 | -5,000 |
Investing Activities: | ' | ' |
Capital expenditures | -5,108 | -2,027 |
Capitalized software and website development costs | -10,645 | -5,296 |
Proceeds from sale of investment in TrueCar | 92,518 | ' |
Purchases of marketable securities | -2,150 | -18,037 |
Proceeds from sales and maturities of marketable securities | 7,539 | 12,539 |
Payment for acquisition of businesses, net of acquired cash | -541,288 | ' |
Net cash used in investing activities | -459,134 | -12,821 |
Financing Activities: | ' | ' |
Principal payments on capital lease obligations and financing arrangements | -29 | -38 |
Proceeds from stock purchase plan and exercise of stock options | 10,729 | 3,109 |
Proceeds from issuance of term loan B credit facility | 575,000 | ' |
Proceeds from notes receivable | 500 | ' |
Payments for debt issuance costs | -15,501 | ' |
Purchases of treasury stock | -4,412 | -678 |
Stock-based compensation windfall tax benefit | 8,685 | 3,587 |
Net cash provided by financing activities | 574,972 | 5,980 |
Net increase (decrease) in cash and cash equivalents | 22,974 | -11,841 |
Effect of exchange rate changes on cash and cash equivalents | -1,080 | -393 |
Cash and cash equivalents, beginning of period | 122,373 | 143,811 |
Cash and cash equivalents, end of period | 144,267 | 131,577 |
Cash paid for: | ' | ' |
Income taxes | 2,210 | 702 |
Interest | 3,424 | 1,646 |
Non-cash investing and financing activities: | ' | ' |
Accrued capitalized hardware, software and fixed assets | 6,771 | 2,224 |
Assets acquired under capital leases and financing arrangements | 35 | 34 |
Non-cash consideration issued for investment in Dealer.com | $471,220 | ' |
Basis_Of_Presentation_And_Busi
Basis Of Presentation And Business Description | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Basis Of Presentation And Business Description [Abstract] | ' | ||||||||||
Basis Of Presentation And Business Description | ' | ||||||||||
1. Basis of Presentation and Business Description | |||||||||||
Business Description | |||||||||||
Dealertrack’s web-based software solutions and services enhance efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, OEMs, third-party retailers, aftermarket providers, and other service providers. Dealertrack operates the largest online credit application networks in the United States and Canada. We believe we deliver the industry’s most comprehensive solution set for automotive retailers, including: | |||||||||||
· | Digital Marketing solutions, which delivers websites, digital advertising products, and digital marketing offerings to assist dealers in achieving higher lead conversion rates by helping to optimize the number of shoppers to their websites; | ||||||||||
· | Dealer Management solutions, which provide independent and franchised dealers with a powerful dealer management system (DMS) featuring easy-to-use tools and real-time data access to enhance their efficiency; | ||||||||||
· | Sales and F&I solutions, which allow dealers to streamline the in-store and online sales processes as they structure deals from a single integrated platform; | ||||||||||
· | Inventory solutions, which deliver vehicle inventory management and transportation offerings to help dealers accelerate used-vehicle turn rates and assist with the facilitation of vehicle delivery; | ||||||||||
· | Registration & Titling solutions, which include online and cross-state vehicle registration services; and | ||||||||||
· | Collateral Management solutions, which include electronic lien and titling applications and service, title and collateral administration, as well as our digital contracting processing services. | ||||||||||
References in this Form 10-Q to “Dealertrack,” the “Company,” “our” or “we” are to Dealertrack Technologies, Inc., a Delaware corporation, and/or its subsidiaries. | |||||||||||
On March 1, 2014, we completed our acquisition of Dealer Dot Com, Inc. (Dealer.com), a leading provider of comprehensive digital marketing solutions and services for the automotive retail industry. Our Digital Marketing solutions consist of Dealer.com, as well as our previous Interactive solutions. See Note 12 to our consolidated financial statements for further detail. | |||||||||||
Basis of Presentation | |||||||||||
The accompanying unaudited consolidated financial statements for the three months ended March 31, 2014 and 2013 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, they do not necessarily include all information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The December 31, 2013 balance sheet information has been derived from the audited financial statements at that date, but does not include all disclosures required by GAAP. | |||||||||||
In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the statement of operations, financial position, other comprehensive income and cash flows. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission (SEC) on February 21, 2014. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014. | |||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. | |||||||||||
In previous periods, certain development, engineering and quality assurance costs related to our research and development efforts were recorded within cost of revenue on our consolidated statement of operations. In conjunction with the acquisition of Dealer.com, the categories of operating expenses were reviewed and it was determined that presentation of these costs within their own caption, research and development, within operating expenses was more useful to readers of our financial statements. Product development expenses, previously presented on their own line within operating expenses, are now included as research and development expenses. In addition, certain technology and development costs relating to our internal ERP and CRM applications, which were also previously recorded in cost of revenue, are now being presented in selling, general and administrative expenses. The following table provides a reconciliation from the prior presentation to the current presentation for the three months ended March 31, 2013: | |||||||||||
Three Months Ended March 31, 2013 | |||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | ||||||||
Cost of revenue | $ | 63,188 | $ | -14,978 | $ | 48,210 | |||||
Product development | 3,630 | -3,630 | — | ||||||||
Research and development | — | 17,630 | 17,630 | ||||||||
Selling, general and administrative | 41,490 | 978 | 42,468 | ||||||||
Total operating expenses | $ | 108,308 | $ | — | $ | 108,308 | |||||
A reconciliation of operating expenses from the prior presentation to the current presentation for the preceding two fiscal years is included in Note 19 to these financial statements. | |||||||||||
In addition, certain December 31, 2013 balances on our consolidated balance sheet have been updated to reflect purchase accounting adjustments for the CFM and Vintek acquisitions. | |||||||||||
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Significant Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
Our significant accounting policies are those that we believe are both important to the portrayal of our financial condition and results of operations. Management believes there have been no material changes to the significant accounting policies discussed in Note 2 of our Annual Report on Form 10-K for the year ended December 31, 2013, except as set forth below. | |
Revenue Recognition | |
Subscription Services Revenue | |
Subscription services revenue consists of revenue earned from primarily our dealers and other customers (typically on a monthly basis) for use of our subscription products and services. Our subscription services enable dealer customers to manage their dealership data and operations, compare various financing and leasing options and programs, manage the allocation of advertising spend, sell insurance and other aftermarket products, analyze, merchandise, advertise, and transport their inventory and execute financing contracts electronically. Revenue is recognized from such contracts ratably over the contract period. Set-up fees, if applicable, are recognized ratably over the expected dealer customer relationship period, which is generally 36 to 60 months. For contracts that contain two or more subscription products and services, we recognize revenue in accordance with the above policy using relative selling price when the delivered products have stand-alone value. | |
Advertising and Other Revenue | |
Advertising revenue consists of amounts we charge customers for the third-party cost of online display advertisements and paid search campaigns related to our advertising products. We recognize revenue as clicks are recorded on sponsored links on the various search engines for paid search or as impressions are delivered for display advertisements. As we are the primary obligor in a majority of our arrangements, subject to the credit risk and with discretion over price, we recognize the gross amount of such advertising spend as advertising revenue and the cost of such advertising from online search providers as cost of revenue. In instances in which we are not the primary obligor, our customers advertising spend and amounts paid to the online search providers do not impact our consolidated results of operations. In both instance, we record as subscription services revenue the amounts we charge to manage the allocation of advertising spend. | |
Other revenue consists of revenue primarily earned through forms programming, data conversion, hardware and equipment sales from our Dealer Management solutions, and shipping fees and commissions earned from our digital contract business. Training fees are also included in other revenue. Other revenue is recognized when the service is rendered. | |
State and other Incentive Credits | |
We participate in certain programs, primarily sponsored by state governments, whereby we receive cash incentives based on achieving certain employment and capital expenditure milestones and by participating in qualifying training activities. Credits relating to capital spend are recorded as a reduction in capital expenditures. Credits relating to employment are recorded as a reduction of operating expenses. | |
Net Income (Loss) Per Share | |
Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options which are in the money are exercised at the beginning of the period, (ii) if applicable, unvested awards that are considered to be contingently issuable shares because they contain either a performance or market condition will be included in diluted earnings per share if dilutive and if their conditions have (a) been satisfied at the reporting date or (b) would have been satisfied if the reporting date was the end of the contingency period, (iii) if applicable, potential common shares which may be issued to satisfy the conversion spread value of our senior convertible notes, and (iv) if applicable, potential common shares which may be issued to satisfy the warrants issued in conjunction with our senior convertible notes. | |
The number of shares included in the denominator of diluted earnings per share relating to our senior convertible notes is calculated by dividing the conversion spread value by the average share price of our common stock during the period. The conversion spread value is the value that would be delivered to investors based on the terms of the notes, at the assumed conversion date. | |
The number of shares included in the denominator of diluted earnings per share relating to the warrants issued in conjunction with our senior convertible notes is calculated using the treasury stock method, with the dilution calculated by dividing the warrant premium by the average share price of our common stock during the period. The warrant premium is the value that would be delivered to investors based on the terms of the warrants, at the assumed conversion date. | |
Concentration of Credit Risk | |
Our assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, short-term and long-term marketable securities and receivables from clients. We place our cash, cash equivalents, short-term and long-term marketable securities with financial institutions. We regularly evaluate the creditworthiness of the issuers in which we invest. Our trade receivables are spread over many customers. We maintain an allowance for uncollectible accounts receivable based on expected collectability and perform ongoing credit evaluations of customers’ financial condition. | |
Our revenue is generated from customers in the automotive retail industry. As of March 31, 2014, one customer accounted for 14% of our accounts receivable. As of December 31, 2013, no customer accounted for more than 10% of our accounts receivable. For the three months ended March 31, 2014 and March 31, 2013, no customer accounted for more than 10% of our revenue. | |
Related Party Transactions | |
One of our stockholders, who owns more than 5% of our outstanding common shares, also has an ownership interest in a third party that Dealer.com sells services to in the normal course of business. Revenue for the one month period from the date of acquisition to March 31, 2014 from this third party was $1.5 million and the accounts receivable from this third party as of March 31, 2014 was $2.9 million. | |
Recently_Adopted_Accounting_Pr
Recently Adopted Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
Recently Adopted Accounting Pronouncements [Abstract] | ' |
Recently Adopted Accounting Pronouncements | ' |
3. Recently Adopted Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The guidance is effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. We adopted this standard effective beginning with the quarter ended March 31, 2014. The adoption did not have a material impact on our consolidated financial statements. | |
In April 2014, the FASB issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. We do not expect the adoption to have a material impact on our consolidated financial statements. | |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
4. Fair Value Measurements | |||||||||||||||||
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized into a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: | |||||||||||||||||
• | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. | ||||||||||||||||
• | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||||||||||||||||
• | Level 3 – Unobservable inputs for the asset or liability. The fair value hierarchy gives the lowest priority to Level 3 inputs. | ||||||||||||||||
We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. There were no transfers between levels of the fair value hierarchy during the periods presented below. | |||||||||||||||||
The fair value of our investments in marketable securities, reported by the fund managers, are verified by management through the utilization of third party pricing services and review of trades completed around the period end date. We consider market liquidity in determining the fair value for these securities. After completing our validation procedures, we did not adjust any fair value measurements provided by the fund managers. These investments in marketable securities are included in Level 2 of the fair value hierarchy below. | |||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis include the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
As of March 31, 2014 | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | 31-Mar-14 | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
Cash equivalents (1) | $ | 6,257 | $ | — | $ | — | $ | 6,257 | |||||||||
Marketable securities (2) | — | 5,147 | — | 5,147 | |||||||||||||
Total | $ | 6,257 | $ | 5,147 | $ | — | $ | 11,404 | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration (3) | — | — | -250 | -250 | |||||||||||||
Total | $ | — | $ | — | $ | -250 | $ | -250 | |||||||||
As of December 31, 2013 | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | 31-Dec-13 | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
Cash equivalents (1) | $ | 13,692 | $ | — | $ | — | $ | 13,692 | |||||||||
Marketable securities (2) | — | 10,589 | — | 10,589 | |||||||||||||
Total | $ | 13,692 | $ | 10,589 | $ | — | $ | 24,281 | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration (3) | — | — | -500 | -500 | |||||||||||||
Total | $ | — | $ | — | $ | -500 | $ | -500 | |||||||||
-1 | Cash equivalents consist of highly liquid investments with original maturity dates of three months or less, for which we determine fair value through quoted market prices. As of March 31, 2014 and December 31, 2013, a majority of these investments were at least AA rated or were money market funds of reputable financial institutions. | ||||||||||||||||
-2 | As of March 31, 2014, Level 2 marketable securities were all short-term and included certificates of deposit and corporate debt securities. As of December 31, 2013, Level 2 marketable securities were all short-term and included corporate bonds, certificates of deposit, and non-U.S. government securities. Fair market value was determined based on the quoted market prices of the underlying securities. | ||||||||||||||||
-3 | In connection with our October 1, 2012 acquisition of ClickMotive, a portion of the purchase price included contingent consideration that is payable in 2014 based upon the achievement of certain performance targets in 2013. The fair value of the contingent consideration is primarily determined based upon probability-weighted revenue forecasts for the underlying period. The contingent consideration is revalued each reporting period, until settled, with the resulting gains and losses recorded in the consolidated statements of operations. We estimated the fair value of the contingent consideration as of March 31, 2014 to be $0.3 million. We recorded income of $0.3 million for the three months ended March 31, 2014 as a result of the decrease in the estimated settlement of the contingent consideration from the estimated amount of $0.5 million as of December 31, 2013. | ||||||||||||||||
A reconciliation of the beginning and ending balances of the contingent consideration, a Level 3 liability, is as follows (in thousands): | |||||||||||||||||
Balance as of December 31, 2013 | $ | -500 | |||||||||||||||
Change in fair value of contingent consideration | 250 | ||||||||||||||||
Balance as of March 31, 2014 | $ | -250 | |||||||||||||||
Senior convertible notes | |||||||||||||||||
Our senior convertible notes are shown in the accompanying consolidated balance sheets at their original issuance value, net of unamortized discount, and are not marked to market. The approximate aggregate fair value of our senior convertible notes as of March 31, 2014 and December 31, 2013 was $284.0 million and $277.5 million, respectively. The fair value of the senior convertible notes was estimated on the basis of quoted market prices of similar securities, which, due to limited trading activity, would be considered Level 2 in the fair value hierarchy. | |||||||||||||||||
Marketable_Securities
Marketable Securities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Marketable Securities [Abstract] | ' | ||||||||||||||||
Marketable Securities | ' | ||||||||||||||||
5. Marketable Securities | |||||||||||||||||
Our investments in marketable securities are made within the guidelines of our investment policy, which has established guidelines relative to the diversification of our investments and their maturities, with the principle objectives of capital preservation, maintaining liquidity, and avoiding concentrations. | |||||||||||||||||
The following is a summary of available-for-sale securities as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
As of March 31, 2014 | Aggregate | Gross | Gross | Aggregate | |||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||||
Certificates of deposit | 3,000 | — | — | 3,000 | |||||||||||||
Corporate debt securities | 2,150 | — | -3 | 2,147 | |||||||||||||
Total | $ | 5,150 | $ | — | $ | -3 | $ | 5,147 | |||||||||
As of December 31, 2013 | Aggregate | Gross | Gross | Aggregate | |||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||||
Non-U.S. government securities | $ | 2,059 | $ | — | $ | -1 | $ | 2,058 | |||||||||
Certificates of deposit | 3,000 | — | — | 3,000 | |||||||||||||
Corporate debt securities | 5,530 | 1 | — | 5,531 | |||||||||||||
Total | $ | 10,589 | $ | 1 | $ | -1 | $ | 10,589 | |||||||||
As of March 31, 2014, $5.1 million of marketable securities had scheduled maturities of less than one year and all securities had at least an A rating. | |||||||||||||||||
Investments in money market and similar short-term investments are recorded on our consolidated balance sheets as cash and cash equivalents. | |||||||||||||||||
Realized gains and losses are included as a component of other income, net, in our consolidated statements of operations. For the three months ended March 31, 2014 realized gains and realized losses on available-for-sale securities reclassified out of accumulated other comprehensive income were not material. | |||||||||||||||||
For the three months ended March 31, 2013, amounts reclassified out of accumulated other comprehensive income were not material. | |||||||||||||||||
Property_And_Equipment
Property And Equipment | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Property And Equipment [Abstract] | ' | |||||||||||
Property And Equipment | ' | |||||||||||
6. Property and Equipment | ||||||||||||
Property and equipment are recorded at cost and consist of the following (dollars in thousands): | ||||||||||||
Estimated Useful Life | March 31, | December 31, | ||||||||||
(Years) | 2014 | 2013 | ||||||||||
Building and improvements | 35 | $ | 21,488 | $ | — | |||||||
Land | — | 1,100 | — | |||||||||
Computer equipment | 3 – 5 | 68,979 | 53,085 | |||||||||
Office equipment | 5 | 5,690 | 4,946 | |||||||||
Furniture and fixtures | 5 | 7,972 | 6,038 | |||||||||
Leasehold improvements | 3 – 9 | 16,042 | 8,723 | |||||||||
Total property and equipment, gross | 121,271 | 72,792 | ||||||||||
Less: Accumulated depreciation and amortization | -44,228 | -40,926 | ||||||||||
Total property and equipment, net | $ | 77,043 | $ | 31,866 | ||||||||
Depreciation expense related to property and equipment for the three months ended March 31, 2014 and March 31, 2013 was $3.7 million and $2.6 million, respectively. | ||||||||||||
The increase in total property and equipment, net from December 31, 2013 to March 31, 2014 primarily relates to the property and equipment acquired as part of the Dealer.com acquisition, which were recorded at its estimated fair value of $41.5 million. For further information, see Note 12. | ||||||||||||
Software_And_Website_Developme
Software And Website Development Costs, Net | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Software And Website Development Costs, Net [Abstract] | ' | |||||||||||
Software And Website Development Costs, Net | ' | |||||||||||
7. Software and website development costs, net | ||||||||||||
Software and website development costs are recorded at cost and consist of the following (dollars in thousands): | ||||||||||||
Estimated Useful Life | March 31, | December 31, | ||||||||||
(Years) | 2014 | 2013 | ||||||||||
Software and website development costs | 7-Feb | $ | 128,991 | $ | 114,445 | |||||||
Less: Accumulated depreciation and amortization | -58,343 | -51,932 | ||||||||||
Software and website development costs, net | $ | 70,648 | $ | 62,513 | ||||||||
Amortization expense related to software and website development costs for the three months ended March 31, 2014 and March 31, 2013 were $6.9 million and $3.9 million, respectively. | ||||||||||||
Investments
Investments | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Investments [Abstract] | ' | |||||||||
Investments | ' | |||||||||
8. Investments | ||||||||||
Investments as of March 31, 2014 and December 31, 2013 consist of the following (in thousands): | ||||||||||
March 31, | December 31, | |||||||||
2014 | 2013 | |||||||||
Cost method investment | $ | — | $ | 82,690 | ||||||
Equity method investment | 36,652 | 36,628 | ||||||||
Total investments | $ | 36,652 | $ | 119,318 | ||||||
Cost method investment | ||||||||||
In consideration for the sale of ALG in 2011, we received an equity interest in TrueCar, as well as a warrant that we subsequently exercised, both of which were included within our cost method investment at December 31, 2013. | ||||||||||
In February 2014, we signed agreements to sell all of our equity interest in TrueCar. We received proceeds of $92.5 million from the sale of the shares, which had a carrying value of $82.7 million. This resulted in a gain of $6.8 million, net of taxes. The tax liability of $22.3 million, before utilization of tax attributes, on the taxable gain of approximately $58.8 million is included within income taxes payable of $16.0 million presented within accrued liabilities – other as of March 31, 2014. | ||||||||||
Equity method investment | ||||||||||
We record in our consolidated statement of operations fifty percent (50%) of the net income of Chrome Data Solutions. Cash distributions, which are recorded as a reduction of our investment upon receipt, are based on a calculation considering results of operations and cash on hand. Distributions are expected to be received quarterly. | ||||||||||
Our earnings from the equity method investment are reduced by amortization expense relating to the basis difference between the book basis of the contributed assets and the fair value of the investment recorded. This basis difference, based upon a valuation of the fair value of contributed assets, is being recorded over the lives of the underlying assets which gave rise to the basis difference, which range from 3 to 10 years. The unrecorded basis difference as of March 31, 2014 is $8.2 million. The amortization of the basis difference to be recorded for the remainder of 2014 is $1.6 million. | ||||||||||
The change in our equity method investment for the three months ended March 31, 2014 was as follows (in thousands): | ||||||||||
Three Months Ended March 31, | ||||||||||
2014 | 2013 | |||||||||
Beginning balance | $ | 36,628 | $ | 40,118 | ||||||
Share of net income | 2,171 | 1,925 | ||||||||
Amortization of basis difference | -547 | -706 | ||||||||
Cash distributions received | -1,700 | -1,100 | ||||||||
Payable to partner | 100 | — | ||||||||
Ending balance | $ | 36,652 | $ | 40,237 | ||||||
There were no returns of investment in the three months ended March 31, 2014 and 2013. | ||||||||||
We incur an annual data license fee payable to Chrome Data Solutions of $0.5 million, which is recorded as cost of revenue. For the three months ended March 31, 2014 and March 31, 2013, we accrued approximately $0.1 million of expense in connection with the annual data license. | ||||||||||
Exclusive of the annual data license fee, during the three months ended March 31, 2014 we incurred expenses of approximately $0.1 million for services received, and earned income of approximately $0.1 million for services performed, related to agreements with Chrome Data Solutions. The amounts were generally recorded as selling, general and administrative expenses and other income, respectively. | ||||||||||
The unaudited summarized financial information of Chrome Data Solutions is presented below (in thousands): | ||||||||||
Condensed Balance Sheet | ||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||
Current assets | $ | 13,437 | $ | 12,875 | ||||||
Non-current assets | 32,179 | 31,871 | ||||||||
Total assets | $ | 45,616 | $ | 44,746 | ||||||
Current liabilities | $ | 7,610 | $ | 6,257 | ||||||
Non-current liabilities | — | 1,401 | ||||||||
Total liabilities | $ | 7,610 | $ | 7,658 | ||||||
Condensed Results of Operations | ||||||||||
Three Months Ended March 31, | ||||||||||
2014 | 2013 | |||||||||
Revenue | $ | 11,577 | $ | 11,287 | ||||||
Gross profit | 7,836 | 7,523 | ||||||||
Net income | 4,344 | 3,850 | ||||||||
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Intangible Assets And Goodwill [Abstract] | ' | ||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||
9. Intangible Assets | |||||||||||||||||||||
Intangible assets are recorded at estimated fair value and are amortized over their estimated useful lives. The gross book value, accumulated amortization and estimated useful lives of the intangible assets were as follows (dollars in thousands): | |||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||
Gross Book Value | Accumulated Amortization | Gross Book Value | Accumulated Amortization | Estimated Useful Life | |||||||||||||||||
(Years) | |||||||||||||||||||||
Customer relationships | $ | 320,219 | $ | -42,220 | $ | 115,293 | $ | -37,099 | 16-Apr | ||||||||||||
Technology | 270,720 | -48,191 | 78,720 | -35,793 | 4 - 8 | ||||||||||||||||
Trade names | 77,460 | -6,550 | 12,560 | -4,087 | 10-Mar | ||||||||||||||||
Non-compete agreements | 10,830 | -6,046 | 8,200 | -5,671 | 6-Mar | ||||||||||||||||
State DMV relationships | 7,790 | -3,467 | 7,790 | -3,159 | 8-Jun | ||||||||||||||||
Total | $ | 687,019 | $ | -106,474 | $ | 222,563 | $ | -85,809 | |||||||||||||
The increase in intangible assets from December 31, 2013 to March 31, 2014 primarily relates to the intangibles acquired as part of the Dealer.com acquisition, which were recorded at their estimated fair value of $464.6 million. | |||||||||||||||||||||
Amortization expense related to intangibles for the three months ended March 31, 2014 and 2013 was $20.7 million and $7.3 million, respectively. Amortization expense for the three months ended March 31, 2014 includes the acceleration of $8.2 million relating to changes in the expected asset use as we integrate solutions. | |||||||||||||||||||||
The gross intangible assets balances as of December 31, 2013 have been updated to reflect purchase accounting adjustments for CFM and Vintek acquisitions in the aggregate amount of $1.2 million. | |||||||||||||||||||||
Amortization expense that will be incurred for the remaining period of 2014 and for each of the subsequent four years and thereafter is estimated as follows (in thousands): | |||||||||||||||||||||
Remainder of 2014 | $ | 62,310 | |||||||||||||||||||
2015 | 82,604 | ||||||||||||||||||||
2016 | 73,954 | ||||||||||||||||||||
2017 | 69,178 | ||||||||||||||||||||
2018 | 62,092 | ||||||||||||||||||||
Thereafter | 230,407 | ||||||||||||||||||||
Total | $ | 580,545 | |||||||||||||||||||
Goodwill
Goodwill | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Intangible Assets And Goodwill [Abstract] | ' | ||||
Goodwill | ' | ||||
10. Goodwill | |||||
The change in carrying amount of goodwill for the three months ended March 31, 2014 was as follows (in thousands): | |||||
Goodwill, gross, as of December 31, 2013 | $ | 316,130 | |||
Accumulated impairment losses as of December 31, 2013 | — | ||||
Goodwill, net, as of December 31, 2013 | $ | 316,130 | |||
Impact of change in Canadian dollar exchange rate | -1,011 | ||||
Acquisition of Dealer.com | 736,440 | ||||
Goodwill, gross, as of March 31, 2014 | $ | 1,051,559 | |||
Accumulated impairment losses as of March 31, 2014 | — | ||||
Goodwill, net, as of March 31, 2014 | $ | 1,051,559 | |||
The gross goodwill balance as of December 31, 2013 has been updated to reflect purchase accounting adjustments for CFM and Vintek acquisitions in the aggregate amount of $1.1 million. | |||||
Long_Term_Debt
Long Term Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long Term Debt [Abstract] | ' | ||||||||
Long Term Debt | ' | ||||||||
11. Long Term Debt | |||||||||
Credit Agreement - 2014 | |||||||||
On February 28, 2014, Dealertrack and Dealertrack Canada, Inc., a corporation organized under the laws of Ontario and a subsidiary of Dealertrack entered into a credit agreement (the 2014 Credit Agreement) which provides credit facilities aggregating $800 million, including a $575.0 million term loan B credit facility and a $225.0 million revolving credit facility. The $575.0 million proceeds of the term loan B credit facility were used to pay the cash consideration for the acquisition of Dealer.com, to effectuate the payment in full of amounts due under our prior Credit Agreement dated as of April 20, 2011 (2011 Credit Agreement), to pay the fees and expenses related to the acquisition of Dealer.com and the refinancing of the 2011 Credit Agreement, and for general corporate purposes. The proceeds of the revolving credit facility, under which no amounts have been borrowed, may be used for general corporate purposes of Dealertrack and its subsidiaries (including certain acquisitions, capital expenditures and investments). Up to $25.0 million of the revolving credit facility may be used to obtain letters of credit, up to $25.0 million of the revolving credit facility may be used to obtain swing line loans, and up to $35.0 million of the revolving credit facility may be used to obtain revolving loans and letters of credit in Canadian Dollars. The 2011 Credit Agreement was terminated upon the signing date of the 2014 Credit Agreement. | |||||||||
The 2014 Credit Agreement provides that, subject to certain conditions, we may request, at any time and from time to time, the establishment of one or more additional term loan facilities and/or the Borrowers may request increases to the revolving credit facility in an aggregate principal amount not to exceed the sum of (i) $200 million plus (ii) an additional amount if, after giving effect to such additional amount on a pro forma basis, our consolidated first lien leverage ratio (the calculation of which is subject to certain adjustments for purposes of this test) does not exceed 4.0 to 1.0. | |||||||||
All our obligations under the 2014 Credit Agreement are unconditionally guaranteed by substantially all of our U.S. subsidiaries. The obligations of Dealertrack and the guarantors under the 2014 Credit Agreement and the related guaranties are secured by a first priority security interest in substantially all of the assets of Dealertrack and the guarantors, subject to certain customary exceptions. All obligations of Dealertrack Canada under the 2014 Credit Agreement are unconditionally guaranteed by substantially all of our Canadian subsidiaries and by Dealertrack and the guarantors. The obligations of Dealertrack Canada under the 2014 Credit Agreement are, and the obligations of any Canadian guarantor under the related guaranties will be, secured by a first priority security interest in substantially all of the assets of Dealertrack Canada, the Canadian guarantors, Dealertrack and the guarantors, subject to certain customary exceptions. | |||||||||
The 2014 Credit Agreement contains certain mandatory prepayments, representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The 2014 Credit Agreement includes, for the benefit of the revolving credit facility only, a financial covenant based on a maximum consolidated first lien leverage ratio. The 2014 Credit Agreement also contains customary events of default including, but not limited to, the failure to make payments of interest or principal under the 2014 Credit Agreement, the failure to comply with certain covenants and agreements specified in the 2014 Credit Agreement for a period of time after notice has been provided, the failure to pay principal on certain other indebtedness, the acceleration of such other indebtedness and certain events of insolvency. If any event of default occurs, the principal, interest and any other monetary obligations on all the then outstanding amounts under the 2014 Credit Agreement may become due and payable immediately. | |||||||||
Term Loan B Credit Facility | |||||||||
The $575 million term loan B credit facility has a maturity date of February 28, 2021. Interest on loans made under the term loan B credit facility accrues, at our option, at a rate per annum equal to (1) the ABR (as defined below) plus a margin ranging from 1.50% to 1.75% depending upon our consolidated first lien leverage ratio or (2) LIBOR for an interest period to be selected by us plus a margin ranging from 2.50% to 2.75% depending upon our consolidated first lien leverage ratio. | |||||||||
On March 31, 2014, the entire $575 million of the term loan B credit facility remained outstanding. The interest rate per annum on the term loan B credit facility loans as of March 31, 2014 was 3.5%. | |||||||||
In conjunction with the issuance of the term loan B credit facility loans, approximately $11.0 million of debt issuance costs were recorded as a debt discount and $0.5 million of debt issuance costs were incurred and recorded on our consolidated balance sheet as deferred financing costs. | |||||||||
The net carrying amount of the liability component of the term loan B credit facility as of March 31, 2014 consisted of the following (in thousands): | |||||||||
31-Mar-14 | |||||||||
Principal amount | $ | 575,000 | |||||||
Less: Unamortized discount | 10,825 | ||||||||
Net carrying value | $ | 564,175 | |||||||
Total interest expense associated with the term loan B credit facility consisted of the following for the three months ended March 31, 2014 (in thousands): | |||||||||
Three Months Ended | |||||||||
31-Mar-14 | |||||||||
Cash interest expense | $ | 1,733 | |||||||
Amortization of debt issuance costs and debt discount | 130 | ||||||||
Total interest expense | $ | 1,863 | |||||||
Revolving Credit Facility - 2014 | |||||||||
Our $225 million revolving credit facility that we entered into on February 28, 2014 has a maturity date of February 28, 2019. Interest on loans made in U.S. Dollars under this 2014 revolving credit facility accrues, at our option, at a rate per annum equal to (1) the ABR plus a margin ranging from 0.50% to 1.25% depending upon our consolidated first lien leverage ratio or (2) LIBOR for an interest period to be selected by us plus a margin ranging from 1.50% to 2.25% depending upon our consolidated first lien leverage ratio. Interest on loans made in Canadian Dollars under this revolving credit facility accrues, at our option, at a rate per annum equal to (1) the ABR plus a margin ranging from 0.50% to 1.25% depending upon our consolidated first lien leverage ratio or (2) the CDOR Rate (as defined below) for an interest period to be selected by us plus a margin ranging from 1.50% to 2.25% depending upon our consolidated first lien leverage ratio. | |||||||||
The “ABR” is equal to (i) for loans denominated in U.S. Dollars, a fluctuating rate equal to the highest of (a) the prime rate, (b) ½ of 1% above the federal funds effective rate and (c) one-month LIBOR plus 1.0% and (ii) for loans denominated in Canadian Dollars, equal to the higher of (a) the Canadian prime rate and (b) the one-month CDOR Rate plus 1.0%. The “CDOR Rate” for any interest period is the rate equal to the sum of (a) the annual rate of interest determined with reference to the arithmetic average of certain discount rate quotations, plus (b) 0.10% per annum. | |||||||||
Commitment fees on the unused portion of the revolving credit facility accrue at a rate per annum ranging from 0.25% to 0.375% depending upon our consolidated first lien leverage ratio. | |||||||||
In conjunction with the closing of the 2014 revolving credit facility, approximately $4.7 million of debt issuance costs were incurred and recorded on our consolidated balance sheet as deferred financing costs. | |||||||||
As a result of the change in some of the financial institutions that participated in our 2011 revolving credit facility compared to our 2014 revolving credit facility, a portion of debt issuance costs in the amount of approximately $0.5 million relating to the 2011 revolving credit facility were written-off to interest expense. The remaining debt issuance costs as of March 31, 2014 from the 2011 revolving credit facility were $0.8 million. The total remaining 2011 and 2014 revolving credit facility debt issuance costs of $5.5 million will be amortized to interest expense over the 5 year term of the 2014 credit facility. | |||||||||
Total debt issuance costs amortized to interest expense for the three months ended March 31, 2013 were $0.1 million. | |||||||||
For the three months ended March 31, 2014, interest expense related to the commitment fee for the 2011 revolving credit facility and 2014 revolving credit facility was $0.1 million. | |||||||||
For the three months ended March 31, 2013, interest expense related to the commitment fee for the 2011 revolving credit facility was $0.1 million. | |||||||||
As of March 31, 2014, we had no amounts outstanding under our 2014 revolving credit facility and were in compliance with all covenants and financial ratios under the 2014 Credit Agreement. | |||||||||
Senior Convertible Notes | |||||||||
On March 5, 2012, we issued $200.0 million in aggregate principal amount of 1.50% senior convertible notes in a private placement. In connection with the offering of the notes, we entered into privately negotiated convertible note hedge transactions with the initial purchasers of the notes or their respective affiliates. The notes are senior unsecured obligations, subordinated in right of payment to existing and future secured senior indebtedness. We do not have the right to redeem the notes prior to maturity. The notes will mature on March 15, 2017, unless earlier repurchased or converted. For further information, see Note 11 included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |||||||||
The closing sale price of our common stock exceeded $48.58 (130% of the conversion price of $37.37) for at least 20 of the last 30 trading days of the quarter ended March 31, 2014. As a result, the senior convertible notes may be surrendered for conversion during the following calendar quarter, which is the quarter ending June 30, 2014. Due to this potential conversion ability, the net carrying value of the senior convertible notes is presented as a short-term liability on the consolidated balance sheet as of March 31, 2014. The closing sale price of our common stock did not exceed $48.58 for at least 20 of the last 30 trading days of the quarter ended December 31, 2013. As a result, the net carrying value of the senior convertible notes is presented as a long-term liability on the consolidated balance sheet as of December 31, 2013. | |||||||||
The net carrying amount of the liability component of the notes as of March 31, 2014 and December 31, 2013 consisted of the following (in thousands): | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Principal amount | $ | 200,000 | $ | 200,000 | |||||
Less: Unamortized discount | 27,601 | 29,683 | |||||||
Net carrying value | $ | 172,399 | $ | 170,317 | |||||
Total interest expense associated with the notes consisted of the following for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Cash interest expense (1.50% coupon rate) | $ | 750 | $ | 750 | |||||
Amortization of debt issuance costs and debt discount | 2,340 | 2,190 | |||||||
Total interest expense | $ | 3,090 | $ | 2,940 | |||||
As of March 31, 2014, total capitalized debt issuance costs remaining to be amortized to interest expense was $3.4 million. | |||||||||
As of March 31, 2014, the "if-converted value" of the notes exceeded the principal amount by $63.3 million. | |||||||||
It is our intent to settle the par value of the notes in cash and we expect to have the liquidity to do so based upon cash on hand, net cash flows from operations, and proceeds of our revolving credit facility. As a result, there is no potential impact to diluted earnings per share except when the average share price of our common stock for the respective periods exceeds the conversion price of $37.37, with additional dilution if the average share price exceeds the warrant strike price of $46.18. | |||||||||
For the three months ended March 31, 2014, the average share price of our common stock exceeded the conversion price of $37.37, which would have resulted in additional dilution of 1.4 million shares to our diluted earnings per share calculation for the three months ended March 31, 2014. Due to the net loss for the period, these shares have been excluded from diluted earnings per share as they would be antidilutive. For the three months ended March 31, 2013, the average share price of our common stock did not exceed the conversion price of $37.37, therefore there was no impact to diluted earnings per share for the three months ended March 31, 2013. | |||||||||
For the three months ended March 31, 2014, the average share price of our common stock exceeded the warrant strike price of $46.18, which would have resulted in additional dilution of 0.4 million shares to our diluted earnings per share calculation for the three months ended March 31, 2014. Due to the net loss for the period, these shares have been excluded from diluted earnings per share as they would be antidilutive. For the three months ended March 31, 2013, the average share price of our common stock did not exceed the warrant strike price of $46.18, therefore there was no impact to diluted earnings per share for the three months ended March 31, 2013. | |||||||||
Notes Payable | |||||||||
In conjunction with the acquisition of Dealer.com, we acquired three promissory notes for which the aggregate amount is $9.3 million at March 31, 2014. | |||||||||
In April 2007, Dealer.com entered into two promissory notes in connection with construction financing. The first note had an original principal balance of $4.25 million. This note was amended in May 2011 and February 2014. The amended note is payable in monthly principal payments plus interest at 4.0% through May 2017. Thereafter, through maturity in October 2028, the note is payable in monthly installments, including interest at the average U.S. Treasury security rate (10 year constant maturity) plus 1.4%. The U.S. Treasury security rate was 2.73% as of March 31, 2014. The agreement provides for a prepayment penalty of 3.0% if the first note payable is refinanced prior to the maturity date in October 2028. | |||||||||
The second note had an original principal balance of $1.36 million and provides for monthly principal payments plus interest at 6.875% through October 2015. The second note was subsequently amended in May 2011 to reduce the interest rate to a fixed rate of 3.5%. A prepayment fee of 3.0% will be required if the Company refinances the second note prior to maturity in October 2015. | |||||||||
In connection with building improvements in August 2010, Dealer.com obtained additional financing with a $6.4 million industrial development revenue bond from the State of Vermont, acting through the Vermont Economic Development Authority. The note is payable in monthly installments, including interest at approximately 3.8%, with a final lump-sum payment of $3.8 million due at maturity in September 2020. We have the right to prepay the outstanding balance at any time subject to a prepayment penalty. The prepayment penalty is a variable amount that is equal to the difference in the interest rate on the note as compared to a market rate index, as defined (which is 2.77% as of March 31, 2014), over the remaining period of the note. Under the terms of the agreement, we are required to comply with certain financial and reporting covenants. As of March 31, 2014, we were in compliance with these covenants. | |||||||||
The fair value of the acquired notes payable were assessed and it was determined that fair value approximated carrying value. As a result, no adjustment was recorded to carrying value in purchase accounting. | |||||||||
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
12. Business Combinations | |||||||||
Dealer.com Acquisition | |||||||||
On March 1, 2014, we completed the acquisition of the outstanding equity of Dealer.com for $617.9 million in cash and 8.715 million shares of our common stock for a total cost of $1,089 million, subject to working capital and other adjustments. | |||||||||
Dealer.com is a leading provider of comprehensive digital marketing solutions and services for the automotive retail industry. Dealer.com is included within our Digital Marketing solutions. | |||||||||
We expensed approximately $6.9 million of professional fees associated with the acquisition for the three months ended March 31, 2014. | |||||||||
The issuance of the approximately 8.7 million shares was recorded to common stock and additional paid in capital at the closing price of our stock immediately prior to the close of the transaction. The increase in additional paid in capital was approximately $471.1 million. | |||||||||
This business combination was accounted for under the acquisition method of accounting, resulting in the total preliminary purchase price being allocated to the assets acquired and liabilities assumed according to their fair values at the date of acquisition as follows (in thousands): | |||||||||
Current assets | $ | 141,891 | |||||||
Property and equipment | 41,494 | ||||||||
Non-current assets | 416 | ||||||||
Intangible assets | 464,630 | ||||||||
Goodwill | 736,440 | ||||||||
Total assets acquired | 1,384,871 | ||||||||
Liabilities assumed - current | -117,567 | ||||||||
Liabilities assumed - non-current | -178,230 | ||||||||
Net assets acquired | $ | 1,089,074 | |||||||
Current assets includes $76.6 million of cash and $40.0 million of accounts receivable. Assumed long term liabilities includes deferred tax liabilities of $173 million that relates to the future amortization of certain acquired intangibles. | |||||||||
Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible and intangible assets. In accordance with the provisions of FASB ASC 350, goodwill is not amortized but will be tested for impairment at least annually. The allocated value of goodwill primarily relates to the acquired workforce, as well as the anticipated synergies resulting from combining Dealer.com with our current products and processes. The acquired goodwill and intangible assets are not deductible for tax purposes. | |||||||||
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period which the assets are expected to contribute directly or indirectly to our future cash flows, consisted of the following: | |||||||||
Weighted-Average | |||||||||
Amount | Useful Life | ||||||||
(In thousands) | (Years) | ||||||||
Customer relationships | $ | 205,100 | 13.4 | ||||||
Technology | 192,000 | 8 | |||||||
Trade names | 64,900 | 8 | |||||||
Non-compete agreements | 2,630 | 3 | |||||||
Total acquired identifiable intangible assets | $ | 464,630 | |||||||
The results of Dealer.com were included in our consolidated statement of operations from the date of acquisition, March 1, 2014. Dealer.com revenue, which is primarily subscription-based and advertising-based, was $25.1 million from the date of acquisition through March 31, 2014. We are unable to provide Dealer.com earnings since the date of acquisition as we do not have stand-alone earnings reporting for that business. | |||||||||
Unaudited Pro Forma Summary of Operations | |||||||||
The accompanying unaudited pro forma summary represents our consolidated results of operations as if the 2013 acquisitions of Casey & Casey, CFM, and Vintek had been completed as of January 1, 2012, and the 2014 acquisition of Dealer.com had been completed as of January 1, 2013. The unaudited pro forma financial results for 2014 reflect the results for the three months ended March 31, 2014, as well as the effects of the pro forma adjustments for the stated transactions in 2014. The unaudited pro forma financial results for 2013 reflect the results for the three months ended March 31, 2013, as well as the effects of the pro forma adjustments for the stated transactions in both 2014 and 2013. Pro forma results of operations for the November 1, 2013 acquisition of the assets of Nexteppe have not been presented because they are not material to the consolidated statements of operations. | |||||||||
The unaudited pro forma financial information includes the accounting effects of the business combinations, including adjustments to the amortization of intangible assets, professional fees associated with the transactions, interest related to our term loan B credit facility, shares issued as part of acquisitions, and compensation expense related to amounts to be paid for continued employment. The unaudited pro forma information does not necessarily reflect the actual results that would have been achieved, nor is it necessarily indicative of our future consolidated results. | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands, except per share data) | |||||||||
Net revenue | $ | 207,639 | $ | 170,932 | |||||
Net income (loss) | -13,052 | -5,853 | |||||||
Basic net income (loss) per share | -0.25 | -0.11 | |||||||
Diluted net income (loss) per share | -0.25 | -0.11 | |||||||
Accrued_Liabilities_Other
Accrued Liabilities - Other | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Liabilities - Other [Abstract] | ' | |||||||
Accrued Liabilities - Other | ' | |||||||
13. Accrued Liabilities – Other | ||||||||
A summary of the components of accrued liabilities – other as of March 31, 2014 and December 31, 2013 is as follows (in thousands): | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Income taxes payable | $ | 15,983 | $ | — | ||||
Professional fees | 6,113 | 5,432 | ||||||
Customer deposits | 3,038 | 2,368 | ||||||
Digital marketing - advertising and direct service costs | 3,232 | 385 | ||||||
Sales taxes | 2,720 | 2,111 | ||||||
Computer and office equipment, furniture and fixtures | 1,165 | 1,495 | ||||||
Revenue share | 1,589 | 1,510 | ||||||
State DMV transaction fees | 752 | 695 | ||||||
Interest payable | 284 | 981 | ||||||
Software licenses and maintenance contracts | 856 | 281 | ||||||
Utilities and occupancy | 595 | 589 | ||||||
Other | 7,003 | 5,437 | ||||||
Total accrued liabilities – other | $ | 43,330 | $ | 21,284 | ||||
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Net Income (Loss) Per Share [Abstract] | ' | |||||||
Net Income (Loss) Per Share | ' | |||||||
14. Net Income (Loss) Per Share | ||||||||
Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options which are in the money are exercised at the beginning of the period, (ii) if applicable, unvested awards that are considered to be contingently issuable shares because they contain either a performance or market condition will be included in diluted earnings per share if dilutive and if their conditions have (a) been satisfied at the reporting date or (b) would have been satisfied if the reporting date was the end of the contingency period, (iii) if applicable, potential common shares which may be issued to satisfy the conversion spread value of our senior convertible notes, and (iv) if applicable, potential common shares which may be issued to satisfy the warrants issued in conjunction with our senior convertible notes. | ||||||||
The number of shares included in the denominator of diluted earnings per share relating to our senior convertible notes is calculated by dividing the conversion spread value by the average share price of our common stock during the period. The conversion spread value is the value that would be delivered to investors based on the terms of the notes, at the assumed conversion date. | ||||||||
The number of shares included in the denominator of diluted earnings per share relating to the warrants issued in conjunction with our senior convertible notes is calculated using the treasury stock method, with the dilution calculated by dividing the warrant premium by the average share price of our common stock during the period. The warrant premium is the value that would be delivered to investors based on the terms of the warrants, at the assumed conversion date. | ||||||||
The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2014 and 2013 (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net loss | $ | -11,642 | $ | -34 | ||||
Denominator: | ||||||||
Weighted average common stock outstanding (basic) | 47,351 | 43,173 | ||||||
Common equivalent shares from options to purchase common stock and restricted common stock units | — | — | ||||||
Potential common shares related to convertible senior notes | — | — | ||||||
Potential common shares related to warrants | — | — | ||||||
Weighted average common stock outstanding (diluted) | 47,351 | 43,173 | ||||||
Basic net loss per share | $ | -0.25 | $ | 0 | ||||
Diluted net loss per share | $ | -0.25 | $ | 0 | ||||
The following is a summary of the weighted shares outstanding during the respective periods that have been excluded from the diluted net loss per share calculation because the effect would have been antidilutive (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock options | 3,379 | 3,829 | ||||||
Restricted stock units | 948 | 910 | ||||||
Performance stock units | 307 | 185 | ||||||
Senior convertible notes | 1,366 | — | ||||||
Warrants related to senior convertible notes | 426 | — | ||||||
Total antidilutive awards | 6,426 | 4,924 | ||||||
In regards to our senior convertible notes, it is our intent to settle the par value of the notes in cash, and we expect to have the liquidity to do so. As a result, there is no potential impact to diluted earnings per share except when the average share price of our common stock for the respective periods exceeds the conversion price of $37.37, with additional dilution if the average share price exceeds the warrant strike price of $46.18. | ||||||||
During the three months ended March 31, 2014, the average share price of our common stock exceeded the conversion price of the notes, which would have resulted in additional dilution of 1.4 million shares to our diluted earnings per share calculation for the three months ended March 31, 2014. Due to the net loss for the period, these shares have been excluded from diluted earnings per share as they would be antidilutive. For the three months ended March 31, 2013, the average share price of our common stock did not exceed the conversion price of $37.37, therefore there was no impact to diluted earnings per share for the three months ended March 31, 2013. | ||||||||
For the three months ended March 31, 2014, the average share price of our common stock exceeded the warrant strike price of $46.18, which would have resulted in additional dilution of 0.4 million shares to our diluted earnings per share calculation for the three months ended March 31, 2014. Due to the net loss for the period, these shares have been excluded from diluted earnings per share as they would be antidilutive. For the three months ended March 31, 2013, the average share price of our common stock did not exceed the warrant strike price of $46.18, therefore there was no impact to diluted earnings per share for the three months ended March 31, 2013. | ||||||||
StockBased_Compensation_Expens
Stock-Based Compensation Expense | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Stock-Based Compensation Expense [Abstract] | ' | |||||||
Stock-Based Compensation Expense | ' | |||||||
15. Stock-Based Compensation Expense | ||||||||
Stock-based compensation is measured at the grant date, based on the fair value of the award, and recognized as an expense over the requisite service period, net of an estimated forfeiture rate. We currently have three types of stock-based compensation awards: stock options, restricted stock units and performance stock units. For further information, see Notes 2 and 14 included in our Annual Report on Form 10-K for the year ended December 31, 2013. | ||||||||
The following summarizes stock-based compensation expense by expense category for the three months ended March 31, 2014 and 2013 (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Cost of revenue | $ | 276 | $ | 271 | ||||
Research and development | 752 | 589 | ||||||
Selling, general and administrative | 3,095 | 2,411 | ||||||
Total stock-based compensation expense | $ | 4,123 | $ | 3,271 | ||||
As further described in Note 1, we have reclassified approximately $0.6 million of stock-based compensation expense for the three months ended March 31, 2013, previously recorded in cost of revenue and product development to research and development. | ||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
16. Income Taxes | |
We file a consolidated U.S. income tax return and tax returns in various state and local jurisdictions. Certain of our subsidiaries also file income tax returns in Canada. | |
The Internal Revenue Service has concluded a review of our consolidated federal income tax returns through December 31, 2007 and is currently reviewing our consolidated federal income tax returns for 2009, 2010 and 2011. We have agreed to various adjustments which were included in the provision for income taxes for the year ended December 31, 2013 and are awaiting a final report. New York has concluded its review of our 2006 (amended) and 2007 state tax returns and is currently reviewing our 2008 and 2009 state returns. California has concluded its review of our amended returns filed for 2004, 2005 and 2006. In addition, we are appealing Pennsylvania’s assessment to our 2007, 2008 and 2009 tax return filings. Certain of our subsidiaries also file income tax returns in Canada. The Canadian Revenue Agency has completed its review of our 2009 and 2010 tax return filings with no significant adjustments. All of our other significant taxing jurisdictions are closed for years prior to 2009. | |
The total liability recorded for uncertain tax positions that would affect our effective tax rate upon resolution of the uncertain tax position, as of March 31, 2014 and December 31, 2013, was $0.7 million and $0.5 million, respectively. | |
Interest and penalties, if any, related to tax positions taken in our tax returns are recorded in interest expense and general and administrative expenses, respectively, in our consolidated statements of operations. As of March 31, 2014 and December 31, 2013, accrued interest and penalties related to tax positions taken on our tax returns was approximately $0.4 million and $0.1 million, respectively. | |
The net benefit from income taxes for the three months ended March 31, 2014 consisted of $7.2 million of federal income tax benefit, $1.9 million of state income tax expense and $0.7 million of tax expense for our Canadian subsidiary. | |
The federal benefit was $6.6 million for the period, prior to discrete items. Discrete items include $3.4 million of expense related to the gain on sale and reversal of deferred tax liabilities related to the sale of our investment in TrueCar, $2.9 million of benefit related to the intangible asset charges, $1.9 million benefit from the reversal of valuation allowances on foreign tax credits and capital loss carryforwards due to their projected use, and $0.8 million of expense related to the non-deductibility of certain transaction costs. | |
The state provision was $1.2 million for the period, prior to discrete items. Discrete items include $0.3 million of expense related to the gain on sale and reversal of deferred tax liabilities related to our prior investment in TrueCar, $0.7 million expense from apportionment rate changes, and $0.3 million of benefit related to the intangible impairments. | |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies [Abstract] | ' |
Commitments And Contingencies | ' |
17. Commitments and Contingencies | |
Contingencies | |
We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to breach of contract, infringement and other matters. Typically, these obligations arise in the context of agreements entered into by us, under which we customarily agree to hold the other party harmless against losses arising from breaches of representations, warranties and/or covenants. In these circumstances, payment by us is generally conditioned on the other party making a claim pursuant to the procedures specified in the particular agreement, which procedures typically allow us to challenge the other party’s claims. Further, our obligations under these agreements may be limited to indemnification of third-party claims only and limited in terms of time and/or amount. In some instances, we may have recourse against third parties for certain payments made by us. | |
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. To date, we have not been required to make any material payments. We believe that if we were to incur a loss in any of these matters, it is not probable that such loss would have a material effect on our business or financial condition, financial position, results of operations or cash flows. | |
Retail Sales Tax | |
On an ongoing basis, various tax jurisdictions in the United States and Canada conduct reviews or audits regarding the sales taxability of our products. Historically, we have been able to respond to their inquiries without significant additional sales tax liability imposed. However, in the event we are unsuccessful in responding to future inquiries, additional sales tax liabilities may be incurred. If we are obligated to charge sales tax for certain products, we believe our contractual arrangements with our customers obligate them to pay all sales taxes that are levied or imposed by any taxing authority. We currently have $0.9 million of pending assessments in one state. In June 2013, an administrative hearing was held on this matter and a decision upholding the original assessment was issued in August 2013. This decision is not considered a final ruling. In September 2013, we filed a complaint with the state tax court requesting that the decision be vacated. | |
As of March 31, 2014, we have not accrued any amounts related to this assessment as we believe that our position on this matter is correct. We have estimated that potential additional assessments of $0.7 million (including interest) may exist for periods subsequent to the assessment period based upon a calculation consistent with the pending assessment. We are not able to estimate an amount for penalties due, if any. | |
Employment Agreements | |
Pursuant to employment or severance agreements with certain employees, we have a commitment to pay severance of approximately $9.5 million as of March 31, 2014, in the event of termination without cause, as defined in the agreements, as well as certain potential gross-up payments to the extent any such severance payment would constitute an excess parachute payment under the Internal Revenue Code. Additionally, in the event of termination without cause due to a change in control, we would also have a commitment to pay additional severance of $2.8 million as of March 31, 2014. | |
Legal Proceedings | |
From time to time, we are a party to litigation matters arising in connection with the ordinary course of business, none of which is expected to have a material adverse effect on our financial position, results of operations or cash flows. There are no litigation matters exclusive of those arising in connection with the ordinary course of our business. | |
Segment_Information
Segment Information | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Segment Information [Abstract] | ' | ||||||
Segment Information | ' | ||||||
18. Segment Information | |||||||
The segment information provided in the table below is being reported consistent with our method of internal reporting. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker reviews information at a consolidated level, as such we have one reportable segment. For enterprise-wide disclosure, we are organized primarily on the basis of service lines. | |||||||
Revenue earned in Canada for the three months ended March 31, 2014 and 2013 was approximately 7% and 9%, respectively, of our total net revenue. Long-lived assets in Canada were $37.7 million and $39.7 million as of March 31, 2014 and December 31, 2013, respectively. | |||||||
Supplemental disclosure of revenue by service type for the three months ended March 31, 2014 and 2013 is as follows (in thousands): | |||||||
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Transaction services revenue | $ | 77,735 | $ | 61,364 | |||
Subscription services revenue | 61,969 | 42,778 | |||||
Advertising and other revenue | 19,104 | 4,917 | |||||
Total net revenue | $ | 158,808 | $ | 109,059 | |||
Operating_Expense_Reclassifica
Operating Expense Reclassifications | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||
Operating Expense Reclassifications [Abstract] | ' | |||||||||||||||||||||
Operating Expense Reclassifications | ' | |||||||||||||||||||||
19. Operating Expense Reclassifications | ||||||||||||||||||||||
As further described in Note 1, we assessed the presentation of costs within operating expenses and determined that research and development expenses should be separately presented on our consolidated statements of operations. The reconciliation of operating expenses for historical periods are presented in the following tables: | ||||||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | |||||||||||||||||||
Cost of revenue | $ | 63,188 | $ | -14,978 | $ | 48,210 | ||||||||||||||||
Product development | 3,630 | -3,630 | — | |||||||||||||||||||
Research and development | — | 17,630 | 17,630 | |||||||||||||||||||
Selling, general and administrative | 41,490 | 978 | 42,468 | |||||||||||||||||||
Total operating expenses | $ | 108,308 | $ | — | $ | 108,308 | ||||||||||||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 67,587 | $ | -15,590 | $ | 51,997 | $ | 130,775 | $ | -30,568 | $ | 100,207 | ||||||||||
Product development | 4,064 | -4,064 | — | 7,694 | -7,694 | — | ||||||||||||||||
Research and development | — | 18,269 | 18,269 | — | 35,899 | 35,899 | ||||||||||||||||
Selling, general and administrative | 42,502 | 1,385 | 43,887 | 83,992 | 2,363 | 86,355 | ||||||||||||||||
Total operating expenses | $ | 114,153 | $ | — | $ | 114,153 | $ | 222,461 | $ | — | $ | 222,461 | ||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 70,199 | $ | -16,341 | $ | 53,858 | $ | 200,974 | $ | -46,909 | $ | 154,065 | ||||||||||
Product development | 3,952 | -3,952 | — | 11,646 | -11,646 | — | ||||||||||||||||
Research and development | — | 18,447 | 18,447 | — | 54,346 | 54,346 | ||||||||||||||||
Selling, general and administrative | 43,519 | 1,846 | 45,365 | 127,511 | 4,209 | 131,720 | ||||||||||||||||
Total operating expenses | $ | 117,670 | $ | — | $ | 117,670 | $ | 340,131 | $ | — | $ | 340,131 | ||||||||||
Three Months Ended December 31, 2013 | Year Ended December 31, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 76,606 | $ | -20,745 | $ | 55,861 | $ | 277,580 | $ | -67,654 | $ | 209,926 | ||||||||||
Product development | 3,555 | -3,555 | — | 15,201 | -15,201 | — | ||||||||||||||||
Research and development | — | 21,912 | 21,912 | — | 76,258 | 76,258 | ||||||||||||||||
Selling, general and administrative | 50,188 | 2,388 | 52,576 | 177,699 | 6,597 | 184,296 | ||||||||||||||||
Total operating expenses | $ | 130,349 | $ | — | $ | 130,349 | $ | 470,480 | $ | — | $ | 470,480 | ||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | |||||||||||||||||||
Cost of revenue | $ | 220,695 | $ | -45,223 | $ | 175,472 | ||||||||||||||||
Product development | 11,732 | -11,732 | — | |||||||||||||||||||
Research and development | — | 53,616 | 53,616 | |||||||||||||||||||
Selling, general and administrative | 142,518 | 3,339 | 145,857 | |||||||||||||||||||
Total operating expenses | $ | 374,945 | $ | — | $ | 374,945 | ||||||||||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
20. Subsequent Events | |
On April 9, 2014, we entered into a lease for a new headquarters facility consisting of approximately 233,000 square feet of office space in North Hills, New York, approximately one mile from the current location in Lake Success, New York. The lease provides for initial base rent of approximately $7.6 million in the first year of the lease term, with increases of 2.5% annually thereafter, subject to increases of 3.0% if the Consumer Price Index for the prior twelve months has been equal to or greater than 4.0%. In addition, we will be responsible for additional rent to cover certain taxes and insurance charges. The lease, which has an initial term of seventeen years with an option to extend the term of the lease for an additional ten years, is expected to commence in early 2016. | |
Basis_Of_Presentation_And_Busi1
Basis Of Presentation And Business Description (Policy) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Basis Of Presentation And Business Description [Abstract] | ' | ||||||||||
Basis Of Presentation | ' | ||||||||||
1. Basis of Presentation and Business Description | |||||||||||
Business Description | |||||||||||
Dealertrack’s web-based software solutions and services enhance efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, OEMs, third-party retailers, aftermarket providers, and other service providers. Dealertrack operates the largest online credit application networks in the United States and Canada. We believe we deliver the industry’s most comprehensive solution set for automotive retailers, including: | |||||||||||
· | Digital Marketing solutions, which delivers websites, digital advertising products, and digital marketing offerings to assist dealers in achieving higher lead conversion rates by helping to optimize the number of shoppers to their websites; | ||||||||||
· | Dealer Management solutions, which provide independent and franchised dealers with a powerful dealer management system (DMS) featuring easy-to-use tools and real-time data access to enhance their efficiency; | ||||||||||
· | Sales and F&I solutions, which allow dealers to streamline the in-store and online sales processes as they structure deals from a single integrated platform; | ||||||||||
· | Inventory solutions, which deliver vehicle inventory management and transportation offerings to help dealers accelerate used-vehicle turn rates and assist with the facilitation of vehicle delivery; | ||||||||||
· | Registration & Titling solutions, which include online and cross-state vehicle registration services; and | ||||||||||
· | Collateral Management solutions, which include electronic lien and titling applications and service, title and collateral administration, as well as our digital contracting processing services. | ||||||||||
References in this Form 10-Q to “Dealertrack,” the “Company,” “our” or “we” are to Dealertrack Technologies, Inc., a Delaware corporation, and/or its subsidiaries. | |||||||||||
On March 1, 2014, we completed our acquisition of Dealer Dot Com, Inc. (Dealer.com), a leading provider of comprehensive digital marketing solutions and services for the automotive retail industry. Our Digital Marketing solutions consist of Dealer.com, as well as our previous Interactive solutions. See Note 12 to our consolidated financial statements for further detail. | |||||||||||
Basis of Presentation | |||||||||||
The accompanying unaudited consolidated financial statements for the three months ended March 31, 2014 and 2013 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, they do not necessarily include all information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The December 31, 2013 balance sheet information has been derived from the audited financial statements at that date, but does not include all disclosures required by GAAP. | |||||||||||
In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the statement of operations, financial position, other comprehensive income and cash flows. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission (SEC) on February 21, 2014. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014. | |||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. | |||||||||||
In previous periods, certain development, engineering and quality assurance costs related to our research and development efforts were recorded within cost of revenue on our consolidated statement of operations. In conjunction with the acquisition of Dealer.com, the categories of operating expenses were reviewed and it was determined that presentation of these costs within their own caption, research and development, within operating expenses was more useful to readers of our financial statements. Product development expenses, previously presented on their own line within operating expenses, are now included as research and development expenses. In addition, certain technology and development costs relating to our internal ERP and CRM applications, which were also previously recorded in cost of revenue, are now being presented in selling, general and administrative expenses. The following table provides a reconciliation from the prior presentation to the current presentation for the three months ended March 31, 2013: | |||||||||||
Three Months Ended March 31, 2013 | |||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | ||||||||
Cost of revenue | $ | 63,188 | $ | -14,978 | $ | 48,210 | |||||
Product development | 3,630 | -3,630 | — | ||||||||
Research and development | — | 17,630 | 17,630 | ||||||||
Selling, general and administrative | 41,490 | 978 | 42,468 | ||||||||
Total operating expenses | $ | 108,308 | $ | — | $ | 108,308 | |||||
A reconciliation of operating expenses from the prior presentation to the current presentation for the preceding two fiscal years is included in Note 19 to these financial statements. | |||||||||||
In addition, certain December 31, 2013 balances on our consolidated balance sheet have been updated to reflect purchase accounting adjustments for the CFM and Vintek acquisitions. | |||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2014 | |
Significant Accounting Policies [Abstract] | ' |
Revenue Recognition | ' |
Revenue Recognition | |
Subscription Services Revenue | |
Subscription services revenue consists of revenue earned from primarily our dealers and other customers (typically on a monthly basis) for use of our subscription products and services. Our subscription services enable dealer customers to manage their dealership data and operations, compare various financing and leasing options and programs, manage the allocation of advertising spend, sell insurance and other aftermarket products, analyze, merchandise, advertise, and transport their inventory and execute financing contracts electronically. Revenue is recognized from such contracts ratably over the contract period. Set-up fees, if applicable, are recognized ratably over the expected dealer customer relationship period, which is generally 36 to 60 months. For contracts that contain two or more subscription products and services, we recognize revenue in accordance with the above policy using relative selling price when the delivered products have stand-alone value. | |
Advertising and Other Revenue | |
Advertising revenue consists of amounts we charge customers for the third-party cost of online display advertisements and paid search campaigns related to our advertising products. We recognize revenue as clicks are recorded on sponsored links on the various search engines for paid search or as impressions are delivered for display advertisements. As we are the primary obligor in a majority of our arrangements, subject to the credit risk and with discretion over price, we recognize the gross amount of such advertising spend as advertising revenue and the cost of such advertising from online search providers as cost of revenue. In instances in which we are not the primary obligor, our customers advertising spend and amounts paid to the online search providers do not impact our consolidated results of operations. In both instance, we record as subscription services revenue the amounts we charge to manage the allocation of advertising spend. | |
Other revenue consists of revenue primarily earned through forms programming, data conversion, hardware and equipment sales from our Dealer Management solutions, and shipping fees and commissions earned from our digital contract business. Training fees are also included in other revenue. Other revenue is recognized when the service is rendered. | |
State And Other Incentive Credits | ' |
State and other Incentive Credits | |
We participate in certain programs, primarily sponsored by state governments, whereby we receive cash incentives based on achieving certain employment and capital expenditure milestones and by participating in qualifying training activities. Credits relating to capital spend are recorded as a reduction in capital expenditures. Credits relating to employment are recorded as a reduction of operating expenses. | |
Net Income (Loss) Per Share | ' |
Net Income (Loss) Per Share | |
Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options which are in the money are exercised at the beginning of the period, (ii) if applicable, unvested awards that are considered to be contingently issuable shares because they contain either a performance or market condition will be included in diluted earnings per share if dilutive and if their conditions have (a) been satisfied at the reporting date or (b) would have been satisfied if the reporting date was the end of the contingency period, (iii) if applicable, potential common shares which may be issued to satisfy the conversion spread value of our senior convertible notes, and (iv) if applicable, potential common shares which may be issued to satisfy the warrants issued in conjunction with our senior convertible notes. | |
The number of shares included in the denominator of diluted earnings per share relating to our senior convertible notes is calculated by dividing the conversion spread value by the average share price of our common stock during the period. The conversion spread value is the value that would be delivered to investors based on the terms of the notes, at the assumed conversion date. | |
The number of shares included in the denominator of diluted earnings per share relating to the warrants issued in conjunction with our senior convertible notes is calculated using the treasury stock method, with the dilution calculated by dividing the warrant premium by the average share price of our common stock during the period. The warrant premium is the value that would be delivered to investors based on the terms of the warrants, at the assumed conversion date. | |
Concentration Of Credit Risk | ' |
Concentration of Credit Risk | |
Our assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, short-term and long-term marketable securities and receivables from clients. We place our cash, cash equivalents, short-term and long-term marketable securities with financial institutions. We regularly evaluate the creditworthiness of the issuers in which we invest. Our trade receivables are spread over many customers. We maintain an allowance for uncollectible accounts receivable based on expected collectability and perform ongoing credit evaluations of customers’ financial condition. | |
Our revenue is generated from customers in the automotive retail industry. As of March 31, 2014, one customer accounted for 14% of our accounts receivable. As of December 31, 2013, no customer accounted for more than 10% of our accounts receivable. For the three months ended March 31, 2014 and March 31, 2013, no customer accounted for more than 10% of our revenue. | |
Related Party Transactions | ' |
Related Party Transactions | |
One of our stockholders, who owns more than 5% of our outstanding common shares, also has an ownership interest in a third party that Dealer.com sells services to in the normal course of business. Revenue for the one month period from the date of acquisition to March 31, 2014 from this third party was $1.5 million and the accounts receivable from this third party as of March 31, 2014 was $2.9 million. | |
Basis_Of_Presentation_And_Busi2
Basis Of Presentation And Business Description (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Basis Of Presentation And Business Description [Abstract] | ' | ||||||||||
Reconciliation From Prior Presentation To Current Presentation | ' | ||||||||||
Three Months Ended March 31, 2013 | |||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | ||||||||
Cost of revenue | $ | 63,188 | $ | -14,978 | $ | 48,210 | |||||
Product development | 3,630 | -3,630 | — | ||||||||
Research and development | — | 17,630 | 17,630 | ||||||||
Selling, general and administrative | 41,490 | 978 | 42,468 | ||||||||
Total operating expenses | $ | 108,308 | $ | — | $ | 108,308 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | ||||||||||||||||
As of March 31, 2014 | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | 31-Mar-14 | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
Cash equivalents (1) | $ | 6,257 | $ | — | $ | — | $ | 6,257 | |||||||||
Marketable securities (2) | — | 5,147 | — | 5,147 | |||||||||||||
Total | $ | 6,257 | $ | 5,147 | $ | — | $ | 11,404 | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration (3) | — | — | -250 | -250 | |||||||||||||
Total | $ | — | $ | — | $ | -250 | $ | -250 | |||||||||
As of December 31, 2013 | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | 31-Dec-13 | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
Cash equivalents (1) | $ | 13,692 | $ | — | $ | — | $ | 13,692 | |||||||||
Marketable securities (2) | — | 10,589 | — | 10,589 | |||||||||||||
Total | $ | 13,692 | $ | 10,589 | $ | — | $ | 24,281 | |||||||||
Liabilities | |||||||||||||||||
Contingent consideration (3) | — | — | -500 | -500 | |||||||||||||
Total | $ | — | $ | — | $ | -500 | $ | -500 | |||||||||
-1 | Cash equivalents consist of highly liquid investments with original maturity dates of three months or less, for which we determine fair value through quoted market prices. As of March 31, 2014 and December 31, 2013, a majority of these investments were at least AA rated or were money market funds of reputable financial institutions. | ||||||||||||||||
-2 | As of March 31, 2014, Level 2 marketable securities were all short-term and included certificates of deposit and corporate debt securities. As of December 31, 2013, Level 2 marketable securities were all short-term and included corporate bonds, certificates of deposit, and non-U.S. government securities. Fair market value was determined based on the quoted market prices of the underlying securities. | ||||||||||||||||
-3 | In connection with our October 1, 2012 acquisition of ClickMotive, a portion of the purchase price included contingent consideration that is payable in 2014 based upon the achievement of certain performance targets in 2013. The fair value of the contingent consideration is primarily determined based upon probability-weighted revenue forecasts for the underlying period. The contingent consideration is revalued each reporting period, until settled, with the resulting gains and losses recorded in the consolidated statements of operations. We estimated the fair value of the contingent consideration as of March 31, 2014 to be $0.3 million. We recorded income of $0.3 million for the three months ended March 31, 2014 as a result of the decrease in the estimated settlement of the contingent consideration from the estimated amount of $0.5 million as of December 31, 2013. | ||||||||||||||||
Reconciliation Of Beginning And Ending Balances For Contingent Consideration | ' | ||||||||||||||||
Balance as of December 31, 2013 | $ | -500 | |||||||||||||||
Change in fair value of contingent consideration | 250 | ||||||||||||||||
Balance as of March 31, 2014 | $ | -250 | |||||||||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Marketable Securities [Abstract] | ' | ||||||||||||||||
Summary Of Available-For-Sale Securities | ' | ||||||||||||||||
As of March 31, 2014 | Aggregate | Gross | Gross | Aggregate | |||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||||
Certificates of deposit | 3,000 | — | — | 3,000 | |||||||||||||
Corporate debt securities | 2,150 | — | -3 | 2,147 | |||||||||||||
Total | $ | 5,150 | $ | — | $ | -3 | $ | 5,147 | |||||||||
As of December 31, 2013 | Aggregate | Gross | Gross | Aggregate | |||||||||||||
Cost Basis | Unrealized Gains | Unrealized Losses | Fair Value | ||||||||||||||
Non-U.S. government securities | $ | 2,059 | $ | — | $ | -1 | $ | 2,058 | |||||||||
Certificates of deposit | 3,000 | — | — | 3,000 | |||||||||||||
Corporate debt securities | 5,530 | 1 | — | 5,531 | |||||||||||||
Total | $ | 10,589 | $ | 1 | $ | -1 | $ | 10,589 | |||||||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Property And Equipment [Abstract] | ' | |||||||||||
Schedule Of Property And Equipment | ' | |||||||||||
Estimated Useful Life | March 31, | December 31, | ||||||||||
(Years) | 2014 | 2013 | ||||||||||
Building and improvements | 35 | $ | 21,488 | $ | — | |||||||
Land | — | 1,100 | — | |||||||||
Computer equipment | 3 – 5 | 68,979 | 53,085 | |||||||||
Office equipment | 5 | 5,690 | 4,946 | |||||||||
Furniture and fixtures | 5 | 7,972 | 6,038 | |||||||||
Leasehold improvements | 3 – 9 | 16,042 | 8,723 | |||||||||
Total property and equipment, gross | 121,271 | 72,792 | ||||||||||
Less: Accumulated depreciation and amortization | -44,228 | -40,926 | ||||||||||
Total property and equipment, net | $ | 77,043 | $ | 31,866 | ||||||||
Software_And_Website_Developme1
Software And Website Development Costs, Net (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Software And Website Development Costs, Net [Abstract] | ' | |||||||||||
Components Of Software And Website Development Costs | ' | |||||||||||
Estimated Useful Life | March 31, | December 31, | ||||||||||
(Years) | 2014 | 2013 | ||||||||||
Software and website development costs | 7-Feb | $ | 128,991 | $ | 114,445 | |||||||
Less: Accumulated depreciation and amortization | -58,343 | -51,932 | ||||||||||
Software and website development costs, net | $ | 70,648 | $ | 62,513 | ||||||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Investments [Abstract] | ' | |||||||||
Investments | ' | |||||||||
March 31, | December 31, | |||||||||
2014 | 2013 | |||||||||
Cost method investment | $ | — | $ | 82,690 | ||||||
Equity method investment | 36,652 | 36,628 | ||||||||
Total investments | $ | 36,652 | $ | 119,318 | ||||||
Activity In Equity Method Investment | ' | |||||||||
Three Months Ended March 31, | ||||||||||
2014 | 2013 | |||||||||
Beginning balance | $ | 36,628 | $ | 40,118 | ||||||
Share of net income | 2,171 | 1,925 | ||||||||
Amortization of basis difference | -547 | -706 | ||||||||
Cash distributions received | -1,700 | -1,100 | ||||||||
Payable to partner | 100 | — | ||||||||
Ending balance | $ | 36,652 | $ | 40,237 | ||||||
Condensed Balance Sheet - Chrome Data Solutions | ' | |||||||||
Condensed Balance Sheet | ||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||
Current assets | $ | 13,437 | $ | 12,875 | ||||||
Non-current assets | 32,179 | 31,871 | ||||||||
Total assets | $ | 45,616 | $ | 44,746 | ||||||
Current liabilities | $ | 7,610 | $ | 6,257 | ||||||
Non-current liabilities | — | 1,401 | ||||||||
Total liabilities | $ | 7,610 | $ | 7,658 | ||||||
Condensed Results Of Operations - Chrome Data Solutions | ' | |||||||||
Condensed Results of Operations | ||||||||||
Three Months Ended March 31, | ||||||||||
2014 | 2013 | |||||||||
Revenue | $ | 11,577 | $ | 11,287 | ||||||
Gross profit | 7,836 | 7,523 | ||||||||
Net income | 4,344 | 3,850 | ||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Intangible Assets And Goodwill [Abstract] | ' | ||||||||||||||||||||
Components Of Finite-Lived Intangible Assets | ' | ||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||
Gross Book Value | Accumulated Amortization | Gross Book Value | Accumulated Amortization | Estimated Useful Life | |||||||||||||||||
(Years) | |||||||||||||||||||||
Customer relationships | $ | 320,219 | $ | -42,220 | $ | 115,293 | $ | -37,099 | 16-Apr | ||||||||||||
Technology | 270,720 | -48,191 | 78,720 | -35,793 | 4 - 8 | ||||||||||||||||
Trade names | 77,460 | -6,550 | 12,560 | -4,087 | 10-Mar | ||||||||||||||||
Non-compete agreements | 10,830 | -6,046 | 8,200 | -5,671 | 6-Mar | ||||||||||||||||
State DMV relationships | 7,790 | -3,467 | 7,790 | -3,159 | 8-Jun | ||||||||||||||||
Total | $ | 687,019 | $ | -106,474 | $ | 222,563 | $ | -85,809 | |||||||||||||
Estimated Future Amortization Expense Related To Intangible Assets | ' | ||||||||||||||||||||
Remainder of 2014 | $ | 62,310 | |||||||||||||||||||
2015 | 82,604 | ||||||||||||||||||||
2016 | 73,954 | ||||||||||||||||||||
2017 | 69,178 | ||||||||||||||||||||
2018 | 62,092 | ||||||||||||||||||||
Thereafter | 230,407 | ||||||||||||||||||||
Total | $ | 580,545 | |||||||||||||||||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Intangible Assets And Goodwill [Abstract] | ' | ||||
Change In Carrying Amount Of Goodwill | ' | ||||
Goodwill, gross, as of December 31, 2013 | $ | 316,130 | |||
Accumulated impairment losses as of December 31, 2013 | — | ||||
Goodwill, net, as of December 31, 2013 | $ | 316,130 | |||
Impact of change in Canadian dollar exchange rate | -1,011 | ||||
Acquisition of Dealer.com | 736,440 | ||||
Goodwill, gross, as of March 31, 2014 | $ | 1,051,559 | |||
Accumulated impairment losses as of March 31, 2014 | — | ||||
Goodwill, net, as of March 31, 2014 | $ | 1,051,559 | |||
Long_Term_Debt_Tables
Long Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Term Loan B Credit Facility [Member] | ' | ||||||||
Debt Instrument [Line Items] | ' | ||||||||
Schedule Of Net Carrying Amount Of The Liability Component Of The Notes | ' | ||||||||
31-Mar-14 | |||||||||
Principal amount | $ | 575,000 | |||||||
Less: Unamortized discount | 10,825 | ||||||||
Net carrying value | $ | 564,175 | |||||||
Schedule Of Interest Expense Associated With Debt | ' | ||||||||
Three Months Ended | |||||||||
31-Mar-14 | |||||||||
Cash interest expense | $ | 1,733 | |||||||
Amortization of debt issuance costs and debt discount | 130 | ||||||||
Total interest expense | $ | 1,863 | |||||||
1.50% Senior Convertible Notes Due 2017 [Member] | ' | ||||||||
Debt Instrument [Line Items] | ' | ||||||||
Schedule Of Net Carrying Amount Of The Liability Component Of The Notes | ' | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Principal amount | $ | 200,000 | $ | 200,000 | |||||
Less: Unamortized discount | 27,601 | 29,683 | |||||||
Net carrying value | $ | 172,399 | $ | 170,317 | |||||
Schedule Of Interest Expense Associated With Debt | ' | ||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Cash interest expense (1.50% coupon rate) | $ | 750 | $ | 750 | |||||
Amortization of debt issuance costs and debt discount | 2,340 | 2,190 | |||||||
Total interest expense | $ | 3,090 | $ | 2,940 | |||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Purchase Price Allocation | ' | ||||||||
Current assets | $ | 141,891 | |||||||
Property and equipment | 41,494 | ||||||||
Non-current assets | 416 | ||||||||
Intangible assets | 464,630 | ||||||||
Goodwill | 736,440 | ||||||||
Total assets acquired | 1,384,871 | ||||||||
Liabilities assumed - current | -117,567 | ||||||||
Liabilities assumed - non-current | -178,230 | ||||||||
Net assets acquired | $ | 1,089,074 | |||||||
Acquired Intangible Assets And Weighted-Average Useful Lives | ' | ||||||||
Weighted-Average | |||||||||
Amount | Useful Life | ||||||||
(In thousands) | (Years) | ||||||||
Customer relationships | $ | 205,100 | 13.4 | ||||||
Technology | 192,000 | 8 | |||||||
Trade names | 64,900 | 8 | |||||||
Non-compete agreements | 2,630 | 3 | |||||||
Total acquired identifiable intangible assets | $ | 464,630 | |||||||
Unaudited Pro Forma Summary Of Operations | ' | ||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands, except per share data) | |||||||||
Net revenue | $ | 207,639 | $ | 170,932 | |||||
Net income (loss) | -13,052 | -5,853 | |||||||
Basic net income (loss) per share | -0.25 | -0.11 | |||||||
Diluted net income (loss) per share | -0.25 | -0.11 | |||||||
Accrued_Liabilities_Other_Tabl
Accrued Liabilities - Other (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Liabilities - Other [Abstract] | ' | |||||||
Components Of Other Accrued Liabilities | ' | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
Income taxes payable | $ | 15,983 | $ | — | ||||
Professional fees | 6,113 | 5,432 | ||||||
Customer deposits | 3,038 | 2,368 | ||||||
Digital marketing - advertising and direct service costs | 3,232 | 385 | ||||||
Sales taxes | 2,720 | 2,111 | ||||||
Computer and office equipment, furniture and fixtures | 1,165 | 1,495 | ||||||
Revenue share | 1,589 | 1,510 | ||||||
State DMV transaction fees | 752 | 695 | ||||||
Interest payable | 284 | 981 | ||||||
Software licenses and maintenance contracts | 856 | 281 | ||||||
Utilities and occupancy | 595 | 589 | ||||||
Other | 7,003 | 5,437 | ||||||
Total accrued liabilities – other | $ | 43,330 | $ | 21,284 | ||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Net Income (Loss) Per Share [Abstract] | ' | |||||||
Computation Of Basic And Diluted Net (Loss) Income Per Share | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net loss | $ | -11,642 | $ | -34 | ||||
Denominator: | ||||||||
Weighted average common stock outstanding (basic) | 47,351 | 43,173 | ||||||
Common equivalent shares from options to purchase common stock and restricted common stock units | — | — | ||||||
Potential common shares related to convertible senior notes | — | — | ||||||
Potential common shares related to warrants | — | — | ||||||
Weighted average common stock outstanding (diluted) | 47,351 | 43,173 | ||||||
Basic net loss per share | $ | -0.25 | $ | 0 | ||||
Diluted net loss per share | $ | -0.25 | $ | 0 | ||||
Securities Excluded From Computation Of Diluted Earnings Per Share | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock options | 3,379 | 3,829 | ||||||
Restricted stock units | 948 | 910 | ||||||
Performance stock units | 307 | 185 | ||||||
Senior convertible notes | 1,366 | — | ||||||
Warrants related to senior convertible notes | 426 | — | ||||||
Total antidilutive awards | 6,426 | 4,924 | ||||||
StockBased_Compensation_Expens1
Stock-Based Compensation Expense (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Stock-Based Compensation Expense [Abstract] | ' | |||||||
Summary Of Stock-Based Compensation Expense By Expense Category | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Cost of revenue | $ | 276 | $ | 271 | ||||
Research and development | 752 | 589 | ||||||
Selling, general and administrative | 3,095 | 2,411 | ||||||
Total stock-based compensation expense | $ | 4,123 | $ | 3,271 | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Segment Information [Abstract] | ' | ||||||
Supplemental Disclosure Of Revenue By Service Type | ' | ||||||
Three Months Ended March 31, | |||||||
2014 | 2013 | ||||||
Transaction services revenue | $ | 77,735 | $ | 61,364 | |||
Subscription services revenue | 61,969 | 42,778 | |||||
Advertising and other revenue | 19,104 | 4,917 | |||||
Total net revenue | $ | 158,808 | $ | 109,059 | |||
Operating_Expense_Reclassifica1
Operating Expense Reclassifications (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||
Operating Expense Reclassifications [Abstract] | ' | |||||||||||||||||||||
Reconciliation Of Operating Expenses For Historical Periods | ' | |||||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | |||||||||||||||||||
Cost of revenue | $ | 63,188 | $ | -14,978 | $ | 48,210 | ||||||||||||||||
Product development | 3,630 | -3,630 | — | |||||||||||||||||||
Research and development | — | 17,630 | 17,630 | |||||||||||||||||||
Selling, general and administrative | 41,490 | 978 | 42,468 | |||||||||||||||||||
Total operating expenses | $ | 108,308 | $ | — | $ | 108,308 | ||||||||||||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 67,587 | $ | -15,590 | $ | 51,997 | $ | 130,775 | $ | -30,568 | $ | 100,207 | ||||||||||
Product development | 4,064 | -4,064 | — | 7,694 | -7,694 | — | ||||||||||||||||
Research and development | — | 18,269 | 18,269 | — | 35,899 | 35,899 | ||||||||||||||||
Selling, general and administrative | 42,502 | 1,385 | 43,887 | 83,992 | 2,363 | 86,355 | ||||||||||||||||
Total operating expenses | $ | 114,153 | $ | — | $ | 114,153 | $ | 222,461 | $ | — | $ | 222,461 | ||||||||||
Three Months Ended September 30, 2013 | Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 70,199 | $ | -16,341 | $ | 53,858 | $ | 200,974 | $ | -46,909 | $ | 154,065 | ||||||||||
Product development | 3,952 | -3,952 | — | 11,646 | -11,646 | — | ||||||||||||||||
Research and development | — | 18,447 | 18,447 | — | 54,346 | 54,346 | ||||||||||||||||
Selling, general and administrative | 43,519 | 1,846 | 45,365 | 127,511 | 4,209 | 131,720 | ||||||||||||||||
Total operating expenses | $ | 117,670 | $ | — | $ | 117,670 | $ | 340,131 | $ | — | $ | 340,131 | ||||||||||
Three Months Ended December 31, 2013 | Year Ended December 31, 2013 | |||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | Historic | Adjustment | Adjusted | ||||||||||||||||
Cost of revenue | $ | 76,606 | $ | -20,745 | $ | 55,861 | $ | 277,580 | $ | -67,654 | $ | 209,926 | ||||||||||
Product development | 3,555 | -3,555 | — | 15,201 | -15,201 | — | ||||||||||||||||
Research and development | — | 21,912 | 21,912 | — | 76,258 | 76,258 | ||||||||||||||||
Selling, general and administrative | 50,188 | 2,388 | 52,576 | 177,699 | 6,597 | 184,296 | ||||||||||||||||
Total operating expenses | $ | 130,349 | $ | — | $ | 130,349 | $ | 470,480 | $ | — | $ | 470,480 | ||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||
Operating Expenses: | Historic | Adjustment | Adjusted | |||||||||||||||||||
Cost of revenue | $ | 220,695 | $ | -45,223 | $ | 175,472 | ||||||||||||||||
Product development | 11,732 | -11,732 | — | |||||||||||||||||||
Research and development | — | 53,616 | 53,616 | |||||||||||||||||||
Selling, general and administrative | 142,518 | 3,339 | 145,857 | |||||||||||||||||||
Total operating expenses | $ | 374,945 | $ | — | $ | 374,945 | ||||||||||||||||
Basis_Of_Presentation_And_Busi3
Basis Of Presentation And Business Description (Reconciliation From Prior Presentation To Current Presentation) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | |||||||||
Cost of revenue | $89,907 | $55,861 | $53,858 | $51,997 | $48,210 | $100,207 | $154,065 | $209,926 | $76,606 | $70,199 | $67,587 | $63,188 | $130,775 | $200,974 | $277,580 | $220,695 | ($20,745) | ($16,341) | ($15,590) | ($14,978) | ($30,568) | ($46,909) | ($67,654) | ($45,223) |
Product development | ' | ' | ' | ' | ' | ' | ' | ' | 3,555 | 3,952 | 4,064 | 3,630 | 7,694 | 11,646 | 15,201 | 11,732 | -3,555 | -3,952 | -4,064 | -3,630 | -7,694 | -11,646 | -15,201 | -11,732 |
Research and development | 24,048 | 21,912 | 18,447 | 18,269 | 17,630 | 35,899 | 54,346 | 76,258 | ' | ' | ' | ' | ' | ' | ' | ' | 21,912 | 18,447 | 18,269 | 17,630 | 35,899 | 54,346 | 76,258 | 53,616 |
Selling, general and administrative | 67,486 | 52,576 | 45,365 | 43,887 | 42,468 | 86,355 | 131,720 | 184,296 | 50,188 | 43,519 | 42,502 | 41,490 | 83,992 | 127,511 | 177,699 | 142,518 | 2,388 | 1,846 | 1,385 | 978 | 2,363 | 4,209 | 6,597 | 3,339 |
Total operating expenses | $181,441 | $130,349 | $117,670 | $114,153 | $108,308 | $222,461 | $340,131 | $470,480 | $130,349 | $117,670 | $114,153 | $108,308 | $222,461 | $340,131 | $470,480 | $374,945 | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Summary Of Significant Accounting Policies [Line Items] | ' |
Revenue from related party | $1.50 |
Accounts receivable from related party | $2.90 |
Accounts Receivable [Member] | ' |
Summary Of Significant Accounting Policies [Line Items] | ' |
Percentage of concentration risk | 14.00% |
Minimum [Member] | ' |
Summary Of Significant Accounting Policies [Line Items] | ' |
Revenue recognition period | '36 months |
Maximum [Member] | ' |
Summary Of Significant Accounting Policies [Line Items] | ' |
Revenue recognition period | '60 months |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value Measurements [Abstract] | ' | ' |
Fair value of senior convertible notes | $284 | $277.50 |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Cash equivalents | $6,257 | [1] | ' | $13,692 | [1] |
Marketable securities | 5,147 | [2] | ' | 10,589 | [2] |
Total | 11,404 | ' | 24,281 | ||
Contingent consideration | -250 | [3] | ' | -500 | [3] |
Total | -250 | ' | -500 | ||
Recorded income as a result of a decrease in contingent consideration liability | 250 | 500 | ' | ||
Quoted Prices In Active Markets (Level 1) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Cash equivalents | 6,257 | [1] | ' | 13,692 | [1] |
Total | 6,257 | ' | 13,692 | ||
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Marketable securities | 5,147 | [2] | ' | 10,589 | [2] |
Total | 5,147 | ' | 10,589 | ||
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Contingent consideration | -250 | [3] | ' | -500 | [3] |
Total | ($250) | ' | ($500) | ||
[1] | Cash equivalents consist of highly liquid investments with original maturity dates of three months or less, for which we determine fair value through quoted market prices. As of March 31, 2014 and December 31, 2013, a majority of these investments were at least AA rated or were money market funds of reputable financial institutions. | ||||
[2] | As of March 31, 2014, Level 2 marketable securities were all short-term and included certificates of deposit and corporate debt securities. As of December 31, 2013, Level 2 marketable securities were all short-term and included corporate bonds, certificates of deposit, and non-U.S. government securities. Fair market value was determined based on the quoted market prices of the underlying securities. | ||||
[3] | In connection with our October 1, 2012 acquisition of ClickMotive, a portion of the purchase price included contingent consideration that is payable in 2014 based upon the achievement of certain performance targets in 2013. The fair value of the contingent consideration is primarily determined based upon probability-weighted revenue forecasts for the underlying period. The contingent consideration is revalued each reporting period, until settled, with the resulting gains and losses recorded in the consolidated statements of operations. We estimated the fair value of the contingent consideration as of March 31, 2014 to be $0.3 million. We recorded income of $0.3 million for the three months ended March 31, 2014 as a result of the decrease in the estimated settlement of the contingent consideration from the estimated amount of $0.5 million as of December 31, 2013. |
Fair_Value_Measurements_Reconc
Fair Value Measurements (Reconciliation Of Beginning And Ending Balances For Contingent Consideration) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Fair Value Measurements [Abstract] | ' |
Balance | ($500) |
Change in fair value of contingent consideration | 250 |
Balance | ($250) |
Marketable_Securities_Narrativ
Marketable Securities (Narrative) (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Marketable Securities [Abstract] | ' |
Available-for-sale securities maturities of less than one year | $5.10 |
Marketable_Securities_Summary_
Marketable Securities (Summary Of Available-For-Sale Securities) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Aggregate Cost Basis | $5,150 | $10,589 | ||
Gross Unrealized Gains | ' | 1 | ||
Gross Unrealized Losses | -3 | -1 | ||
Aggregate Fair Value | 5,147 | [1] | 10,589 | [1] |
Non-U.S. Government Securities [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Aggregate Cost Basis | ' | 2,059 | ||
Gross Unrealized Losses | ' | -1 | ||
Aggregate Fair Value | ' | 2,058 | ||
Certificates of Deposit [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Aggregate Cost Basis | 3,000 | 3,000 | ||
Aggregate Fair Value | 3,000 | 3,000 | ||
Corporate Debt Securities [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Aggregate Cost Basis | 2,150 | 5,530 | ||
Gross Unrealized Gains | ' | 1 | ||
Gross Unrealized Losses | -3 | ' | ||
Aggregate Fair Value | $2,147 | $5,531 | ||
[1] | As of March 31, 2014, Level 2 marketable securities were all short-term and included certificates of deposit and corporate debt securities. As of December 31, 2013, Level 2 marketable securities were all short-term and included corporate bonds, certificates of deposit, and non-U.S. government securities. Fair market value was determined based on the quoted market prices of the underlying securities. |
Property_And_Equipment_Narrati
Property And Equipment (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 01, 2014 | |
Dealer.com [Member] | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $3,700,000 | $2,600,000 | ' |
Property and equipment acquired as part of business combination | ' | ' | $41,494,000 |
Property_And_Equipment_Schedul
Property And Equipment (Schedule Of Property And Equipment) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $121,271 | $72,792 |
Less: Accumulated depreciation and amortization | -44,228 | -40,926 |
Total property and equipment, net | 77,043 | 31,866 |
Building And Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 21,488 | ' |
Estimated Useful Life (Years) | '35 years | ' |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 1,100 | ' |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 68,979 | 53,085 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 5,690 | 4,946 |
Estimated Useful Life (Years) | '5 years | ' |
Furniture And Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | 7,972 | 6,038 |
Estimated Useful Life (Years) | '5 years | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment, gross | $16,042 | $8,723 |
Maximum [Member] | Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (Years) | '5 years | ' |
Maximum [Member] | Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (Years) | '9 years | ' |
Minimum [Member] | Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (Years) | '3 years | ' |
Minimum [Member] | Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated Useful Life (Years) | '3 years | ' |
Software_And_Website_Developme2
Software And Website Development Costs, Net (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Software And Website Development Costs, Net [Abstract] | ' | ' |
Amortization expense of software and website development costs | $6.90 | $3.90 |
Software_And_Website_Developme3
Software And Website Development Costs, Net (Components Of Software And Website Development Costs) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Software And Website Development Costs [Member] | Software And Website Development Costs [Member] | ||
Minimum [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Software and website development costs | $128,991 | $114,445 | ' | ' |
Less: Accumulated depreciation and amortization | -58,343 | -51,932 | ' | ' |
Software and website development costs, net | $70,648 | $62,513 | ' | ' |
Estimated Useful Life (Years) | ' | ' | '2 years | '7 years |
Investments_Narrative_Details
Investments (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Chrome Data Solutions [Member] | TrueCar [Member] | TrueCar [Member] | Maximum [Member] | Minimum [Member] | ||||||||||
Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost method investment | ' | $82,690,000 | ' | ' | ' | ' | ' | $82,690,000 | ' | ' | ' | ' | ' | ' |
Proceeds from sale of investment in TrueCar | 92,518,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
After-tax gain on sale of cost method investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | ' | ' | ' |
Tax on gain on sale of cost method investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,300,000 | ' | ' |
Accrued income taxes payable | 15,983,000 | ' | ' | ' | ' | ' | ' | ' | 15,983,000 | ' | ' | ' | ' | ' |
Taxable gain on sale of cost method investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,800,000 | ' | ' |
Ownership interest percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '3 years |
Unrecorded basis difference | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' |
Amortization of the basis difference to be recorded for the remainder of 2013 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Return of contribution from equity method investment | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual data license fee payable | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses accrued in connection with the annual data license | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Selling, general and administrative | 67,486,000 | 52,576,000 | 45,365,000 | 43,887,000 | 42,468,000 | 86,355,000 | 131,720,000 | 184,296,000 | ' | 100,000 | ' | ' | ' | ' |
Other income, net | $709,000 | ' | ' | ' | $66,000 | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' |
Investments_Investments_Detail
Investments (Investments) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Investments [Abstract] | ' | ' | ' | ' |
Cost method investment | ' | $82,690 | ' | ' |
Equity method investment | 36,652 | 36,628 | 40,237 | 40,118 |
Total investments | $36,652 | $119,318 | ' | ' |
Investments_Activity_In_Equity
Investments (Activity In Equity Method Investment) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Investments [Abstract] | ' | ' |
Beginning balance | $36,628 | $40,118 |
Share of net income | 2,171 | 1,925 |
Amortization of basis difference | -547 | -706 |
Cash distributions received | -1,700 | -1,100 |
Payable to partner | 100 | ' |
Ending balance | $36,652 | $40,237 |
Investments_Condensed_Balance_
Investments (Condensed Balance Sheet - Chrome Data Solutions) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments [Abstract] | ' | ' |
Current assets | $13,437 | $12,875 |
Non-current assets | 32,179 | 31,871 |
Total assets | 45,616 | 44,746 |
Current liabilities | 7,610 | 6,257 |
Non-current liabilities | ' | 1,401 |
Total liabilities | $7,610 | $7,658 |
Investments_Condensed_Results_
Investments (Condensed Results Of Operations - Chrome Data Solutions) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Investments [Abstract] | ' | ' |
Revenue | $11,577 | $11,287 |
Gross profit | 7,836 | 7,523 |
Net income | $4,344 | $3,850 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible amortization expense | $20,700,000 | $7,300,000 | ' |
Accelerated amortization expense | 8,200,000 | ' | ' |
Intangible asset purchase accounting adjustment | ' | ' | 1,200,000 |
Dealer.com [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Total acquired identifiable intangible assets, Amount | $464,630,000 | ' | ' |
Intangible_Assets_Components_O
Intangible Assets (Components Of Finite-Lived Intangible Assets) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Customer Relationships [Member] | Customer Relationships [Member] | Technology [Member] | Technology [Member] | Trade Names [Member] | Trade Names [Member] | Non-Compete Agreements [Member] | Non-Compete Agreements [Member] | State DMV Relationships [Member] | State DMV Relationships [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | ||
Customer Relationships [Member] | Technology [Member] | Trade Names [Member] | Non-Compete Agreements [Member] | State DMV Relationships [Member] | Customer Relationships [Member] | Technology [Member] | Trade Names [Member] | Non-Compete Agreements [Member] | State DMV Relationships [Member] | |||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Book Value | $687,019 | $222,563 | $320,219 | $115,293 | $270,720 | $78,720 | $77,460 | $12,560 | $10,830 | $8,200 | $7,790 | $7,790 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | ($106,474) | ($85,809) | ($42,220) | ($37,099) | ($48,191) | ($35,793) | ($6,550) | ($4,087) | ($6,046) | ($5,671) | ($3,467) | ($3,159) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Life (Years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '16 years | '8 years | '10 years | '6 years | '8 years | '3 years | '4 years | '4 years | '3 years | '3 years | '6 years |
Intangible_Assets_Estimated_Fu
Intangible Assets (Estimated Future Amortization Expense Related To Intangible Assets) (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Intangible Assets And Goodwill [Abstract] | ' |
Remainder of 2014 | $62,310 |
2015 | 82,604 |
2016 | 73,954 |
2017 | 69,178 |
2018 | 62,092 |
Thereafter | 230,407 |
Total | $580,545 |
Goodwill_Narrative_Details
Goodwill (Narrative) (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Intangible Assets And Goodwill [Abstract] | ' |
Purchase accounting adjustments for CFM and Vintek acquisitions | $1.10 |
Goodwill_Change_In_Carrying_Am
Goodwill (Change In Carrying Amount Of Goodwill) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Intangible Assets And Goodwill [Abstract] | ' |
Goodwill, gross | $316,130 |
Goodwill, net | 316,130 |
Impact of change in Canadian dollar exchange rate | -1,011 |
Acquisition of Dealer.com | 736,440 |
Goodwill, gross | 1,051,559 |
Goodwill, net | $1,051,559 |
Long_Term_Debt_Credit_Agreemen
Long Term Debt (Credit Agreement 2014) (Details) (USD $) | Feb. 28, 2014 |
In Millions, unless otherwise specified | |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | $800 |
Consolidated first lien leverage ratio | 4 |
Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | 225 |
Maximum increase in credit facility | 200 |
Letter of Credit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | 25 |
Swing Line Loans [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | 25 |
Revolving Loans and Letters of Credit in Canadian Dollars [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | 35 |
Term Loan B Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Credit facility borrowing capacity | $575 |
Long_Term_Debt_Term_Loan_B_Fac
Long Term Debt (Term Loan B Facility) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Feb. 28, 2014 | Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Credit facility borrowing capacity | ' | ' | $800,000,000 | ' |
Maturity date of debt | 15-Mar-17 | ' | ' | ' |
Credit facility amount outstanding | 0 | ' | ' | ' |
Debt issuance costs | 15,501,000 | ' | ' | ' |
Net carrying value | 564,175,000 | ' | ' | 170,317,000 |
Amortization of debt issuance costs and debt discount | 3,170,000 | 2,302,000 | ' | ' |
Term Loan B Credit Facility [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Credit facility borrowing capacity | ' | ' | 575,000,000 | ' |
Maturity date of debt | 28-Feb-21 | ' | ' | ' |
Credit facility amount outstanding | 575,000,000 | ' | ' | ' |
Effective interest rate | 3.50% | ' | ' | ' |
Debt issuance costs recorded as debt discount | 11,000,000 | ' | ' | ' |
Debt issuance costs | 500,000 | ' | ' | ' |
Principal amount | 575,000,000 | ' | ' | ' |
Unamortized discount | 10,825,000 | ' | ' | ' |
Net carrying value | 564,175,000 | ' | ' | ' |
Cash interest expense | 1,733,000 | ' | ' | ' |
Amortization of debt issuance costs and debt discount | 130,000 | ' | ' | ' |
Total interest expense | $1,863,000 | ' | ' | ' |
Term Loan B Credit Facility [Member] | ABR [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | 1.50% | ' | ' | ' |
Term Loan B Credit Facility [Member] | ABR [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | 1.75% | ' | ' | ' |
Term Loan B Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | 2.50% | ' | ' | ' |
Term Loan B Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Basis spread on variable rate | 2.75% | ' | ' | ' |
Long_Term_Debt_Revolving_Credi
Long Term Debt (Revolving Credit Facility 2014) (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Minimum [Member] | Maximum [Member] | Credit Facility 2011 [Member] | Credit Facility 2011 [Member] | Revolving Credit Facility 2014 [Member] | 2011 and 2014 Revolving Credit Facility [Member] | Letter of Credit [Member] | Line of Credit Facility [Member] | Line of Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | Revolving Loans and Letters of Credit in Canadian Dollars [Member] | |||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | LIBOR [Member] | CDOR [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||||||||||||
ABR [Member] | LIBOR [Member] | ABR [Member] | LIBOR [Member] | ABR [Member] | CDOR [Member] | ABR [Member] | CDOR [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility borrowing capacity | ' | $800,000,000 | ' | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | ' | $225,000,000 | ' | ' | ' | ' | $35,000,000 | ' | ' | ' | ' | ' | ' |
Maturity date of debt | 15-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28-Feb-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.50% | 1.25% | 2.25% | ' | 1.00% | 1.00% | 0.50% | 1.50% | 1.25% | 2.25% |
Revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit commitment fees basis points | ' | ' | 0.25% | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing costs | 4,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance costs remaining to be amortized | ' | ' | ' | ' | ' | 800,000 | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs amortized to interest expense | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining amortization period | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.10% | ' | ' | ' | ' |
Interest on credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility amount outstanding | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long_Term_Debt_Senior_Converti
Long Term Debt (Senior Convertible Notes) (Details) (USD $) | 3 Months Ended | |||
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 05, 2012 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Maturity date of debt | 15-Mar-17 | ' | ' | ' |
Amortization of debt issuance costs and debt discount | $3,170,000 | $2,302,000 | ' | ' |
Surrender conversion price | $48.58 | ' | ' | ' |
Percentage above the conversion price for surrender | 130.00% | ' | ' | ' |
Debt instrument convertible stock price trigger | $37.37 | ' | ' | ' |
Debt instrument surrender, minimum trading days | '20 days | ' | ' | ' |
Debt instrument surrender, trading days | 30 | ' | ' | ' |
"If-converted value" in excess of principal | 63,300,000 | ' | ' | ' |
Warrant transactions, initial strike price | $46.18 | ' | ' | ' |
Antidilutive securities excluded from diluted earnings per share | 6,426 | 4,924 | ' | ' |
Senior Convertible Notes [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from diluted earnings per share | 1,366 | ' | ' | ' |
Warrants Related to Senior Convertible Notes [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from diluted earnings per share | 426 | ' | ' | ' |
1.50% Senior Convertible Notes Due 2017 [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Principal amount | 200,000,000 | ' | 200,000,000 | 200,000,000 |
Unamortized discount | 27,601,000 | ' | 29,683,000 | ' |
Net carrying value | 172,399,000 | ' | 170,317,000 | ' |
Cash interest expense | 750,000 | 750,000 | ' | ' |
Amortization of debt issuance costs and debt discount | 2,340,000 | 2,190,000 | ' | ' |
Total interest expense | 3,090,000 | 2,940,000 | ' | ' |
Interest rate of senior convertible notes | ' | ' | ' | 1.50% |
Issuance costs remaining to be amortized | $3,400,000 | ' | ' | ' |
Long_Term_Debt_Notes_Payable_D
Long Term Debt (Notes Payable) (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 31, 2010 | |
Notes Payable, Other Payables [Member] | Note 1 [Member] | Note 1 Amendment [Member] | Note 1 Amendment [Member] | Note 1 Amendment [Member] | Note 2 [Member] | Note 2 Amendment [Member] | Industrial Development Revenue Bond (Vermont) [Member] | Industrial Development Revenue Bond (Vermont) [Member] | |||
Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Corporate Debt Securities [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | ||||
Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount of promissory notes | ' | ' | $9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | 4,250,000 | ' | ' | ' | 1,360,000 | ' | ' | 6,400,000 |
Maturity Date | 15-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net | 564,175,000 | 170,317,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 4.00% | ' | ' | 6.88% | 3.50% | ' | ' |
Effective interest rate | ' | ' | ' | ' | ' | ' | 2.73% | ' | ' | ' | 3.80% |
Basis spread on variable rate | ' | ' | ' | ' | ' | 1.40% | ' | ' | ' | ' | ' |
Prepayment penalty percentage | ' | ' | ' | 3.00% | ' | ' | ' | 3.00% | ' | 2.77% | ' |
Final lump-sum payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 |
Business_Combinations_Narrativ
Business Combinations (Narrative) (Details) (Dealer.com [Member], USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended |
Share data in Thousands, unless otherwise specified | Mar. 01, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Dealer.com [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition date | ' | ' | 1-Mar-14 |
Cash consideration | $617,900,000 | ' | ' |
Total consideration, net of cash acquired | 1,089,000,000 | ' | ' |
Stock consideration | 8,715 | ' | ' |
Professional fees associated with acquisition | ' | ' | 6,900,000 |
Amount of common stock transferred in acquisition | ' | ' | 471,100,000 |
Cash acquired included in current assets | 76,600,000 | ' | ' |
Accounts receivable included in current assets | 40,000,000 | ' | ' |
Deferred tax liability included in liabilities assumed | 173,000,000 | ' | ' |
Revenue from date of acquisition through period end | ' | $25,100,000 | ' |
Business_Combinations_Purchase
Business Combinations (Purchase Price Allocation) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2014 |
In Thousands, unless otherwise specified | Dealer.com [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Current assets | ' | ' | $141,891 |
Property and equipment | ' | ' | 41,494 |
Non-current assets | ' | ' | 416 |
Intangible assets | ' | ' | 464,630 |
Goodwill | 1,051,559 | 316,130 | 736,440 |
Total assets acquired | ' | ' | 1,384,871 |
Liabilities assumed - current | ' | ' | -117,567 |
Liabilities assumed - non-current | ' | ' | -178,230 |
Net assets acquired | ' | ' | $1,089,074 |
Business_Combinations_Acquired
Business Combinations (Acquired Intangible Assets And Weighted-Average Useful Lives) (Details) (Dealer.com [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total acquired identifiable intangible assets, Amount | $464,630 |
Customer Relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total acquired identifiable intangible assets, Amount | 205,100 |
Weighted-Average Useful Life | '13 years 4 months 24 days |
Technology [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total acquired identifiable intangible assets, Amount | 192,000 |
Weighted-Average Useful Life | '8 years |
Non-Compete Agreements [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total acquired identifiable intangible assets, Amount | 2,630 |
Weighted-Average Useful Life | '3 years |
Trade Names [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Total acquired identifiable intangible assets, Amount | $64,900 |
Weighted-Average Useful Life | '8 years |
Business_Combinations_Unaudite
Business Combinations (Unaudited Pro Forma Summary Of Operations) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Combinations [Abstract] | ' | ' |
Net revenue | $207,639 | $170,932 |
Net income (loss) | ($13,052) | ($5,853) |
Basic net income (loss) per share | ($0.25) | ($0.11) |
Diluted net income (loss) per share | ($0.25) | ($0.11) |
Accrued_Liabilities_Other_Comp
Accrued Liabilities - Other (Components Of Other Accrued Liabilities) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities - Other [Abstract] | ' | ' |
Income taxes payable | $15,983 | ' |
Professional fees | 6,113 | 5,432 |
Customer deposits | 3,038 | 2,368 |
Digital marketing - advertising and direct service costs | 3,232 | 385 |
Sales taxes | 2,720 | 2,111 |
Computer and office equipment, furniture and fixtures | 1,165 | 1,495 |
Revenue share | 1,589 | 1,510 |
State DMV transaction fees | 752 | 695 |
Interest payable | 284 | 981 |
Software licenses and maintenance contracts | 856 | 281 |
Utilities and occupancy | 595 | 589 |
Other | 7,003 | 5,437 |
Total accrued liabilities - other | $43,330 | $21,284 |
Net_Income_Loss_Per_Share_Narr
Net Income (Loss) Per Share (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Debt instrument convertible stock price trigger | $37.37 | ' |
Warrant transactions, initial strike price | $46.18 | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,426 | 4,924 |
Senior Convertible Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,366 | ' |
Warrants Related to Senior Convertible Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 426 | ' |
Net_Income_Loss_Per_Share_Comp
Net Income (Loss) Per Share (Computation Of Basic And Diluted Net Income Per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net Income (Loss) Per Share [Abstract] | ' | ' |
Net loss | ($11,642) | ($34) |
Weighted average common stock outstanding (basic) | 47,351 | 43,173 |
Weighted average common stock outstanding (diluted) | 47,351 | 43,173 |
Basic net loss per share | ($0.25) | $0 |
Diluted net loss per share | ($0.25) | $0 |
Net_Income_Loss_Per_Share_Secu
Net Income (Loss) Per Share (Securities Excluded From Computation Of Diluted Earnings Per Share) (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 6,426 | 4,924 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 3,379 | 3,829 |
Restricted Stock Units [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 948 | 910 |
Performance Stock Units [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 307 | 185 |
Senior Convertible Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 1,366 | ' |
Warrants Related to Senior Convertible Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total antidilutive awards | 426 | ' |
StockBased_Compensation_Expens2
Stock-Based Compensation Expense (Narrative) (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2013 |
Stock-Based Compensation Expense [Abstract] | ' |
Reclassification | $0.60 |
StockBased_Compensation_Expens3
Stock-Based Compensation Expense (Summary Of Stock-Based Compensation Expense By Expense Category) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | $4,123 | $3,271 |
Cost Of Revenue [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | 276 | 271 |
Product Development [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | 752 | 589 |
Selling, General And Administrative [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | $3,095 | $2,411 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Income Taxes [Abstract] | ' | ' | ' |
Provision (benefit) for income taxes | ($4,639,000) | ($1,170,000) | ' |
Accrued interest and penalties related to tax positions | 100,000 | ' | 100,000 |
Liability for uncertain tax positions that would affect the effective rate upon resolution | 700,000 | ' | 500,000 |
Federal income tax expense (benefit) | -7,200,000 | ' | ' |
State income tax expense (benefit) | 1,900,000 | ' | ' |
Tax expense from Canadian subsidiary | 700,000 | ' | ' |
Federal income tax expense (benefit) before discrete items | 6,600,000 | ' | ' |
Federal income tax expense (benefit) related to the gain on sale and reversal of deferred tax liabilities related to the sale of cost-method investment | 3,400,000 | ' | ' |
Federal income tax expense (benefit) related to intangible asset charges | -2,900,000 | ' | ' |
Federal income tax expense (benefit) from the reversal of valuation allowances on foreign tax credits and capital loss carryforwards due to their projected use | -1,900,000 | ' | ' |
Federal income tax expense (benefit) related to the non-deductibility of certain transaction costs | 800,000 | ' | ' |
State income tax expense (benefit) before discrete items | 1,200,000 | ' | ' |
State income tax expense (benefit) related to the gain on sale and reversal of deferred tax liabilities related to the sale of cost-method investment | 300,000 | ' | ' |
State income tax expense (benefit) from apportionment changes | 700,000 | ' | ' |
State income tax expense (benefit) from intangible impairments | ($300,000) | ' | ' |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Loss Contingencies [Line Items] | ' |
Estimate of possible loss for additional assessments in subsequent periods | $0.70 |
Retail Sales Tax [Member] | ' |
Loss Contingencies [Line Items] | ' |
Estimate of possible loss | 0.9 |
Severance [Member] | ' |
Loss Contingencies [Line Items] | ' |
Estimate of possible loss | 9.5 |
Change Of Control And Employee Severance [Member] | ' |
Loss Contingencies [Line Items] | ' |
Estimate of possible loss | $2.80 |
Segment_Information_Supplement
Segment Information (Supplemental Disclosure Of Revenue By Service Type) (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Canada [Member] | Canada [Member] | Canada [Member] | Canada [Member] | |||
Sales [Member] | Sales [Member] | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Transaction services revenue | $77,735,000 | $61,364,000 | ' | ' | ' | ' |
Subscription services revenue | 61,969,000 | 42,778,000 | ' | ' | ' | ' |
Other | 19,104,000 | 4,917,000 | ' | ' | ' | ' |
Net revenue | 158,808,000 | 109,059,000 | ' | ' | ' | ' |
Percentage of concentration risk | ' | ' | ' | ' | 7.00% | 9.00% |
Long-lived assets | ' | ' | $37,700,000 | $39,700,000 | ' | ' |
Operating_Expense_Reclassifica2
Operating Expense Reclassifications (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Historic [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | Adjustment [Member] | |||||||||
Cost of revenue | $89,907 | $55,861 | $53,858 | $51,997 | $48,210 | $100,207 | $154,065 | $209,926 | $76,606 | $70,199 | $67,587 | $63,188 | $130,775 | $200,974 | $277,580 | $220,695 | ($20,745) | ($16,341) | ($15,590) | ($14,978) | ($30,568) | ($46,909) | ($67,654) | ($45,223) |
Product development | ' | ' | ' | ' | ' | ' | ' | ' | 3,555 | 3,952 | 4,064 | 3,630 | 7,694 | 11,646 | 15,201 | 11,732 | -3,555 | -3,952 | -4,064 | -3,630 | -7,694 | -11,646 | -15,201 | -11,732 |
Research and development | 24,048 | 21,912 | 18,447 | 18,269 | 17,630 | 35,899 | 54,346 | 76,258 | ' | ' | ' | ' | ' | ' | ' | ' | 21,912 | 18,447 | 18,269 | 17,630 | 35,899 | 54,346 | 76,258 | 53,616 |
Selling, general and administrative | 67,486 | 52,576 | 45,365 | 43,887 | 42,468 | 86,355 | 131,720 | 184,296 | 50,188 | 43,519 | 42,502 | 41,490 | 83,992 | 127,511 | 177,699 | 142,518 | 2,388 | 1,846 | 1,385 | 978 | 2,363 | 4,209 | 6,597 | 3,339 |
Total operating expenses | $181,441 | $130,349 | $117,670 | $114,153 | $108,308 | $222,461 | $340,131 | $470,480 | $130,349 | $117,670 | $114,153 | $108,308 | $222,461 | $340,131 | $470,480 | $374,945 | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 09, 2014 | Mar. 31, 2014 |
sqft | ||
Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Square feet of office space | 233,000 | ' |
Operating lease expense | $7.60 | ' |
Annual percentage increase in lease payments | 2.50% | ' |
Maximum percentage increase in rent based on Consumer Price Index | 3.00% | ' |
Initial term on lease | ' | '17 years |
Option to extend lease term | ' | '10 years |