Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AGI | ||
Entity Registrant Name | AFFINION GROUP, INC. | ||
Entity Central Index Key | 1361394 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 100 | ||
Entity Public Float | $0 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $28 | $19.60 |
Restricted cash | 35.8 | 36.6 |
Receivables (net of allowances for doubtful accounts of $8.5 and $11.8, respectively) | 119.3 | 132.5 |
Profit-sharing receivables from insurance carriers | 28.7 | 64.7 |
Prepaid commissions | 48 | 37.5 |
Income taxes receivable | 1.3 | 2.6 |
Other current assets | 104.6 | 87.4 |
Total current assets | 365.7 | 380.9 |
Non-current assets: | ||
Property and equipment, net | 139 | 140.4 |
Goodwill | 322.2 | 606.3 |
Receivables from related parties | 25.2 | 21.5 |
Other non-current assets | 65.6 | 62.5 |
Total assets | 1,037.70 | 1,384.50 |
Current liabilities: | ||
Current portion of long-term debt | 10.8 | 11.7 |
Accounts payable and accrued expenses | 411.8 | 391.2 |
Payables to related parties | 45.2 | 40.1 |
Deferred revenue | 89.9 | 105.4 |
Income taxes payable | 3.2 | 4.3 |
Total current liabilities | 560.9 | 552.7 |
Long-term debt | 2,018.40 | 1,947.10 |
Deferred income taxes | 33 | 74.5 |
Deferred revenue | 10 | 10.4 |
Other long-term liabilities | 31.3 | 36.8 |
Total liabilities | 2,653.60 | 2,621.50 |
Commitments and contingencies | ||
Deficit: | ||
Common stock and additional paid-in capital, $0.01 par value, 1,000 shares authorized, and 100 shares issued and outstanding | 102.6 | 102.6 |
Accumulated deficit | -1,720.80 | -1,346.40 |
Accumulated other comprehensive income | 1.2 | 5.7 |
Total Affinion Group, Inc. deficit | -1,617 | -1,238.10 |
Non-controlling interest in subsidiary | 1.1 | 1.1 |
Total deficit | -1,615.90 | -1,237 |
Total liabilities and deficit | 1,037.70 | 1,384.50 |
Contract rights and list fees, net | ||
Non-current assets: | ||
Intangible assets, net | 16.7 | 19.1 |
Other intangibles, net | ||
Non-current assets: | ||
Intangible assets, net | $103.30 | $153.80 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $8.50 | $11.80 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Income Statement [Abstract] | |||||||||||||
Net revenues | $314.60 | $303 | $303.80 | $321.40 | $311.80 | $339.40 | $336.10 | $347.40 | $1,242.80 | $1,334.70 | $1,494.60 | ||
Expenses: | |||||||||||||
Marketing and commissions | 121.6 | 114.8 | 120.1 | 125.4 | 158.1 | 130.2 | 127.2 | 117.7 | 481.9 | 533.2 | 600.1 | ||
Operating costs | 411.9 | 439.4 | 459.5 | ||||||||||
General and administrative | 30.5 | 50.6 | 40.3 | 50.1 | 38 | 31.9 | 44.7 | 42.1 | 171.5 | 156.7 | 150.4 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 292.4 | 1.6 | 39.7 | ||||||||
Facility exit costs | 1 | 1.1 | 0.7 | -0.1 | 0.5 | 2.7 | 0.5 | -0.9 | 6.2 | 8 | |||
Depreciation and amortization | 28.4 | 27.2 | 29.1 | 25 | 27.6 | 28.3 | 28.4 | 29.6 | 109.7 | 113.9 | 184.5 | ||
Total expenses | 1,470.10 | 1,245.30 | 1,433.30 | ||||||||||
Income (loss) from operations | -227.3 | 89.4 | 61.3 | ||||||||||
Interest income | 1.1 | 0.5 | 0.8 | ||||||||||
Interest expense | -180.2 | -165.6 | -150.3 | ||||||||||
Loss on extinguishment of debt | -6 | ||||||||||||
Other income (expense), net | 0.1 | -0.2 | |||||||||||
Loss before income taxes and non-controlling interest | -412.4 | -75.6 | -88.4 | ||||||||||
Income tax benefit (expense) | 38.5 | -13.6 | -10.2 | ||||||||||
Net loss | -258.4 | -30.9 | -48.5 | -36.1 | -68 | -3.3 | -13.4 | -4.5 | -373.9 | -89.2 | -98.6 | ||
Less: net income attributable to non-controlling interest | -0.5 | -0.4 | -0.7 | ||||||||||
Net loss attributable to Affinion Group, Inc. | -374.4 | -89.6 | -99.3 | ||||||||||
Currency translation adjustment, net of tax | -4.5 | -1.1 | 1.2 | ||||||||||
Comprehensive loss | -378.4 | -90.3 | -97.4 | ||||||||||
Less: comprehensive income attributable to non-controlling interest | -0.5 | -0.1 | -0.6 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | ($378.90) | ($90.40) | ($98) |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT (USD $) | Total | Common Stock and Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
In Millions | |||||
Beginning Balance at Dec. 31, 2011 | ($1,011.70) | $139.60 | ($1,157.50) | $5.20 | $1 |
Net income (loss) | -98.6 | -99.3 | 0.7 | ||
Currency translation adjustment, net of tax | 1.2 | 1.3 | -0.1 | ||
Total comprehensive loss | -97.4 | ||||
Return of capital | -37 | -37 | |||
Ending Balance at Dec. 31, 2012 | -1,146.10 | 102.6 | -1,256.80 | 6.5 | 1.6 |
Net income (loss) | -89.2 | -89.6 | 0.4 | ||
Currency translation adjustment, net of tax | -1.1 | -0.8 | -0.3 | ||
Total comprehensive loss | -90.3 | ||||
Dividend paid to non-controlling interest | -0.6 | -0.6 | |||
Ending Balance at Dec. 31, 2013 | -1,237 | 102.6 | -1,346.40 | 5.7 | 1.1 |
Net income (loss) | -373.9 | -374.4 | 0.5 | ||
Currency translation adjustment, net of tax | -4.5 | -4.5 | |||
Total comprehensive loss | -378.4 | ||||
Dividend paid to non-controlling interest | -0.5 | -0.5 | |||
Ending Balance at Dec. 31, 2014 | ($1,615.90) | $102.60 | ($1,720.80) | $1.20 | $1.10 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities | |||
Net loss | ($373.90) | ($89.20) | ($98.60) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 109.7 | 113.9 | 184.5 |
Amortization of debt discount and financing costs | 10.1 | 10.1 | 8.6 |
Unrealized loss on interest rate swaps | 1.2 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 |
Impairment of equity investment | 0.7 | 1 | |
Adjustment to liability for additional consideration based on earn-out | -14.6 | ||
Provision for loss on accounts receivable | 0.3 | 2.7 | 6.9 |
Financing costs | 5.6 | 11.1 | |
Loss on extinguishment of debt | 6 | ||
Facility exit costs | 2.7 | 0.5 | -0.9 |
Share-based compensation | 8.6 | 9.6 | 11.2 |
Deferred income taxes | -43.4 | 7.3 | 2.3 |
Net change in assets and liabilities: | |||
Restricted cash | -2.8 | -0.7 | -0.5 |
Receivables | 10.1 | 4.5 | -14 |
Receivables from related parties | -3.7 | 0.7 | |
Profit-sharing receivables from insurance carriers | 36 | 10 | -0.6 |
Prepaid commissions | -11 | 5.2 | 10.4 |
Other current assets | 22.7 | -1.7 | -15.4 |
Contract rights and list fees | 2.1 | 2.7 | 0.1 |
Other non-current assets | -3.6 | -5.6 | 5.8 |
Accounts payable and accrued expenses | -10.6 | -12.3 | -11.5 |
Payables to related parties | -2.3 | -7.6 | -3.7 |
Deferred revenue | -13 | -13.8 | -41.9 |
Income taxes receivable and payable | 0.3 | -1 | 1.4 |
Other long-term liabilities | -9.2 | -4.9 | -1.5 |
Other, net | 7.7 | -1.6 | -1.7 |
Net cash provided by operating activities | 40.8 | 41.5 | 68.9 |
Investing Activities | |||
Capital expenditures | -51 | -46.3 | -51.7 |
Restricted cash | 2.1 | -1.2 | -3.1 |
Acquisition-related payments, net of cash acquired | -22 | -3.6 | -13.5 |
Net cash used in investing activities | -70.9 | -51.1 | -68.3 |
Financing Activities | |||
Borrowings (repayments) under revolving credit facility, net | -41 | 46 | |
Proceeds from issuance of debt | 425 | ||
Financing costs | -21.9 | -10.7 | -6.3 |
Principal payments on borrowings | -316.1 | -11.8 | -11.8 |
Return of capital to parent company | -37 | ||
Receivables from and payables to parent company | -4.9 | -26.2 | |
Distribution to non-controlling interest of a subsidiary | -0.6 | -0.6 | |
Net cash provided by (used in) financing activities | 40.5 | -3.3 | -55.1 |
Effect of changes in exchange rates on cash and cash equivalents | -2 | 0.7 | |
Net increase (decrease) in cash and cash equivalents | 8.4 | -12.9 | -53.8 |
Cash and cash equivalents, beginning of year | 19.6 | 32.5 | 86.3 |
Cash and cash equivalents, end of year | 28 | 19.6 | 32.5 |
Supplemental Disclosure of Cash Flow Information: | |||
Interest payments | 167.9 | 157.8 | 148.5 |
Income tax payments, net of refunds | $2.50 | $6.80 | $7.60 |
Basis_of_Presentation_and_Busi
Basis of Presentation and Business Description | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Basis of Presentation and Business Description | 1. BASIS OF PRESENTATION AND BUSINESS DESCRIPTION | |
Basis of Presentation—On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Cendant Marketing Services Division to Affinion Group, Inc. (the “Company” or “Affinion”), a wholly-owned subsidiary of Affinion Group Holdings, Inc. (“Affinion Holdings”) and an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion (the “Apollo Transactions”). | ||
All references to Cendant refer to Cendant Corporation, which changed its name to Avis Budget Group, Inc. in August 2006, and its consolidated subsidiaries, specifically in the context of its business and operations prior to, and in connection with, the Company’s separation from Cendant. | ||
Business Description—The Company is one of the world’s leading customer engagement and loyalty solutions companies. The Company designs, markets and services programs that strengthen and extend customer relationships for many of the world’s largest and most respected companies. The Company’s programs and services include: | ||
· | Loyalty programs that help reward, motivate and retain consumers, | |
· | Membership programs that help consumers save money and gain peace of mind, | |
· | Package programs that bundle valuable discounts, protection and other benefits to enhance customer relationships, and | |
· | Insurance programs that help protect consumers in the event of a covered accident, injury, illness, or death. | |
The Company designs customer engagement and loyalty solutions with an attractive suite of benefits and ease of usage that it believes are likely to interest and engage consumers based on their needs and interests. For example, the Company provides discount travel services, credit monitoring and identity-theft resolution, accidental death and dismemberment insurance, roadside assistance, various checking account and credit card enhancement services, loyalty program design and management, disaggregated loyalty points redemptions for gift cards, travel and merchandise, as well as other products and services. | ||
The Company is a global leader in the designing, marketing and servicing of comprehensive customer engagement and loyalty solutions that enhances and extends the relationship of millions of consumers with many of the largest and most respected companies in the world. The Company generally partners with these leading companies in two ways: 1) by developing and supporting programs that are natural extensions of its partner companies’ brand image and that provide valuable services to their end-customers, and 2) by providing the back-end technological support and redemption services for points-based loyalty programs. Using its expertise in customer engagement, product development, creative design and data-driven targeted marketing, the Company develops and markets programs and services that enable the companies it partners with to generate significant, high-margin incremental revenue, enhance its partners’ brands among targeted consumers as well as strengthen and enhance the loyalty of their customer relationships. The enhanced loyalty can lead to increased acquisition of new customers, longer retention of existing customers, improved customer satisfaction rates, and greater use of other services provided by such companies. The Company refers to the leading companies that it works with to provide customer engagement and loyalty solutions as marketing partners or clients. The Company refers to the consumers to whom it provides services directly under a contractual relationship as subscribers, insureds or members. The Company refers to those consumers that it services on behalf of a third party, such as one of its marketing partners, and with whom it has a contractual relationship as end-customers. | ||
The Company utilizes its substantial expertise in a variety of direct engagement media to market valuable products and services to the customers of its marketing partners on a highly targeted, campaign basis. The selection of the media employed in a campaign corresponds to the preferences and expectations the targeted customers have demonstrated for transacting with its marketing partners, as the Company believes this optimizes response, thereby improving the efficiency of our marketing investment. Accordingly, the Company maintains significant capabilities to market through direct mail, point-of-sale, direct response television, the internet, inbound and outbound telephony and voice response unit marketing, as well as other media as needed. | ||
The Company’s operating segments are as follows: | ||
— | Membership Products. The Company designs, implements and markets subscription programs that provide its members with personal protection benefits and value-added services including credit monitoring and identity-theft resolution services, as well as access to a variety of discounts and shop-at-home conveniences in such areas as retail merchandise, travel, automotive and home improvement. | |
— | Insurance and Package Products. The Company markets AD&D and other insurance programs and designs and provides checking account enhancement programs to financial institutions. These programs allow financial institutions to bundle discounts, protection and other benefits with a standard checking account and offer these packages to customers for an additional monthly fee. | |
— | Global Loyalty Products. The Company designs, implements and administers points-based loyalty programs for financial, travel, auto and other companies. The Company provides its clients with solutions that meet the most popular redemption options desired by their program points holders, including travel services, gift cards, cash back and merchandise. The Company also provides enhancement benefits to major financial institutions in connection with their credit and debit card programs. In addition, the Company provides and manages turnkey travel services that are sold on a private label basis to provide its clients’ customers with direct access to the Company’s proprietary travel platform. A marketing partner typically engages the Company on a fee-for-services contractual basis, where the Company generates revenue in connection with the volume of redemption transactions. | |
— | International Products. The Company designs, implements and markets membership and package customer engagement businesses outside North America and operates a discrete loyalty program benefit provider. The Company expects to leverage its current international operational platform to expand its range of products and services, develop new marketing partner relationships in various industries and grow its geographical footprint. In 2012, the Company expanded into Turkey through the acquisition of existing marketing capabilities and also launched business operations in Brazil. In 2015, the Company undertook business activities in Australia. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights and commercial business relationships. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities were not significant as of December 31, 2014 and 2013. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. | |||||||||
Share-Based Compensation | |||||||||
For all stock-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as equity awards, the Company recognizes compensation expense, net of estimated forfeitures based on estimated fair values on the date of grant. For all stock-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as liability awards, the Company recognizes compensation expense, net of forfeitures, based on estimated fair value at each reporting date. Compensation expense is recognized ratably over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The requisite service period is generally the vesting period. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of comprehensive income, with an offsetting liability to Affinion Holdings. | |||||||||
Revenue Recognition | |||||||||
Membership — For retail memberships, subscription fees are typically paid monthly. Membership revenue is not recognized until any trial period has expired, membership fees have been collected and the membership fees become non-refundable. Monthly membership revenue is recognized when earned and no longer subject to refund. Annual pro rata membership fees (related to memberships that are cancelable for a pro rata refund) are recognized ratably over the membership term as membership revenue is earned and no longer subject to refund. In the case of annual full money back (“FMB”) membership fees, although payment is received from members at the beginning of an FMB membership, the memberships are cancelable for a full refund at any time during the membership period. Accordingly, FMB revenue is deferred and recognized at the end of the membership term when it is no longer subject to refund. | |||||||||
For wholesale memberships, marketing partners are provided with programs and services and, in many cases, the marketing partners market those programs and services to their customer bases. Monthly fees are received from the marketing partners based on the number of members who purchase these programs from the marketing partners and revenue is recognized as the monthly fees are earned. | |||||||||
Insurance — Commission revenue for marketing and administrative services earned per administrative services agreements with Carriers is based on a percentage of premiums earned by the insurance carriers that issue the policies. Premiums are typically paid either monthly or quarterly. Commission revenue is recognized ratably for the marketing and administrative services provided over the underlying policy coverage period. There are also profit-sharing arrangements with the insurance carriers which issue the underlying insurance policies. All revenue from insurance programs is reported net of insurance costs. Insurance costs totaled approximately $186.9 million in 2014, $168.5 million in 2013 and $164.1 million in 2012. Under our current profit sharing arrangements, approximately 60% of the gross premiums collected on behalf of the insurance carrier are earned as commission revenue under administrative agreements and the remaining 40% of gross premiums are retained in a fiduciary account managed on behalf of the carrier. The remaining carrier funds are distributed monthly to the carrier to pay claims, administrative expenses, and the carrier’s retention fee. Any surplus or deficit is distributed to the Company under the profit share arrangement. No less frequently than annually, a profit-sharing settlement analysis is prepared which is based on the premiums paid to the insurance carriers less claims experience incurred to date, estimated claims incurred but not reported, reinsurance costs and carrier administrative fees. An accrual is made monthly for the expected share of this excess or shortfall based on the claims experience to date, including an estimate for claims incurred but not reported. The profit share excess is reflected in profit-sharing receivables from insurance carriers on the accompanying consolidated balance sheets. Historically, the claims experience has not resulted in a shortfall. In 2014 a significant portion of the insurance policies underwritten and outstanding pursuant to these arrangements were transitioned to a carrier with whom the Company does not have a profit-sharing arrangement. | |||||||||
Package — Monthly fees are earned based on the number of customers enrolled in a package program. The marketing partner collects revenue each month from its customers and pays a per subscriber monthly fee for the benefits and services. These monthly fees are recognized as revenue as the fees are earned. Strategic consultation, pricing and profitability consultation, competitive analysis and implementation assistance are provided and revenue is recorded at the time the services are performed. | |||||||||
Loyalty — Loyalty Solutions programs generate revenue from four primary product lines: loyalty, travel reservation service fees, protection and convenience. Generally, loyalty revenue consists of a monthly per member administrative fee and redemption fees that are recognized as earned. Loyalty redemption revenue is reported net of the pass through of fulfillment costs. Travel reservation service fee income is generally recognized when the traveler’s reservation or booking is made and secured by the use of points or credit card, net of estimated cancellations and “no-shows.” Protection and convenience programs are sold to marketing partners on a wholesale basis; the partner generally provides the enhancements (e.g. credit card enhancements) to their customers and a monthly fee is received from the marketing partner based on the number of marketing partner customers who have access to the enhancement program. Marketing partners also purchase incentives (such as gift cards) and revenue is recognized upon the delivery of the incentives to the marketing partner. | |||||||||
Other — Other revenue primarily includes royalties, co-operative advertising and shopping program revenues. Royalty revenue is recognized monthly when earned. Cooperative advertising revenue is earned from vendors that include advertising of their products and services in the membership program catalogues. Cooperative advertising revenue is recognized upon the distribution of the related travel or shopping catalogue to members. In connection with the shopping membership program, the Company operates a retail merchandising service that offers a variety of consumer products at a discount to members. Shopping program revenue is recorded net of merchandise product costs as the Company acts as an agent between the member and third-party merchandise vendor. Shopping program revenue is recorded upon the shipment of the merchandise by the vendor to the member. | |||||||||
Marketing Expense | |||||||||
Membership — Marketing expense to acquire new members is recognized when incurred, which is generally prior to both the commencement of the trial period and recognition of revenue for membership programs. | |||||||||
Insurance — Marketing expense to acquire new insurance business is recognized by the Company when incurred. Payments are made to marketing partners or third parties associated with acquiring rights to their existing block of insurance customers (contract rights) and for the renewal of existing contracts that provide the Company primarily with the right to retain billing rights for renewal of existing customers’ insurance policies and the ability to perform future marketing (list fees). These payments are deferred on the accompanying consolidated balance sheets, with contract rights amortized to amortization expense and list fees amortized to marketing expense over the initial and renewal term of the contract, as applicable, using an accelerated method of amortization for contractual terms longer than five years and the straight line method of amortization for contractual terms of five years or less. Contract rights are considered acquisitions of intangible assets and therefore the related amortization is recorded as amortization expense. List fees primarily grant the rights to perform future marketing and therefore the related amortization is charged to marketing expense. The amortization methods employed generally approximate the expected pattern of net insurance revenue earned over the applicable contractual terms. | |||||||||
Package — Marketing costs associated with marketing partners’ in-branch programs are expensed as such programs are implemented. These costs include the printing of brochures, banners, posters, other in-branch collateral marketing materials, training materials, new account kits, member mailings and statement inserts. The Company performs a variety of campaigns where it incurs all associated marketing costs and, in return, receives a greater share of the revenue generated (the “Package Marketing Campaigns”). For these Package Marketing Campaigns, the marketing expense is recognized when incurred which is generally prior to the recognition of monthly revenue. | |||||||||
Commission Expense | |||||||||
Membership — Membership commissions represent payments to marketing partners, generally based on a percentage of revenue from the marketing of programs to such marketing partners’ customers. Commissions are generally paid for each initial and renewal membership following the collection of membership fees from the customer. Commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and are recognized as expense over the applicable membership period in the same manner as the related retail membership revenue is recognized. | |||||||||
Insurance — Insurance administrative fees represent payments made to bank marketing partners, generally based on a fee per insured or a percentage of the revenue earned from the marketing of insurance programs to such marketing partners’ customers. Administrative fees are paid for new and renewal insurance premiums received. Additionally, for certain channels and clients, commissions are paid to brokers. Administrative fees are included within commission expense on the accompanying consolidated statements of comprehensive income and are recognized ratably over the underlying insurance policy coverage period. | |||||||||
Package — Package commissions represent payments made to bank associations and brokers who provide support for the related programs. These commissions are based on a percentage of revenue and are expensed as the related revenue is recognized. | |||||||||
Operating Costs | |||||||||
Operating costs represent the costs associated with servicing our members and end-customers. These costs include product fulfillment costs, communication costs with members and end-customers and payroll, telecommunications and facility costs attributable to operations responsible for servicing our members and end-customers. | |||||||||
Income Taxes | |||||||||
The Company is included as a member of Affinion Holdings’ consolidated federal income tax return and as a member of certain of Affinion Holdings’ unitary or combined state income tax returns. Income taxes are presented in the Company’s consolidated financial statements using the asset and liability approach based on the separate return method for the consolidated group. Under this method, current and deferred tax expense or benefit for the period is determined for the Company and its subsidiaries as a separate group on a standalone basis. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2014 and 2013, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2014 and 2013, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign tax jurisdictions. | |||||||||
The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense. | |||||||||
The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||||||||
Restricted Cash | |||||||||
Restricted cash amounts relate primarily to insurance premiums collected from members that are held pending remittance to third-party insurance carriers. These amounts are not available for general operations under state insurance laws or under the terms of the agreements with the carriers that underwrite and issue insurance policies to the members. Changes in such amounts are included in operating cash flows in the consolidated statements of cash flows. Restricted cash also includes amounts to collateralize certain bonds and letters of credit issued on the Company’s behalf and amounts held in escrow. Changes in such amounts are included in investing cash flows in the consolidated statements of cash flows. | |||||||||
Derivative Instruments | |||||||||
The Company records all derivative instruments on the balance sheet at fair value. Changes in the fair value of derivatives are recognized in earnings unless specific hedge criteria are met. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recognized in current period earnings in the consolidated statements of comprehensive income. For derivative instruments that are designated as cash flow hedges, the effective portion of changes in the fair value of derivative instruments is initially recorded in other comprehensive income and subsequently reclassified into earnings when the hedged transaction affects earnings. Any ineffective portion of changes in the fair value of cash flow hedges are immediately recognized in earnings. | |||||||||
The Company uses derivative financial instruments, primarily foreign currency forward contracts, to manage its foreign exchange risk. The Company’s foreign currency forward contracts are recorded at fair value on the consolidated balance sheets. The derivative financial instruments are not designated as hedging instruments and therefore changes in their fair value are recognized currently in earnings. The Company does not use derivative instruments for speculative purposes. | |||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements and computer equipment acquired under capital leases is determined using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. Useful lives are from 5 to 15 years for leasehold improvements, from 3 to 5 years for capitalized software, from 3 to 5 years for computer equipment and from 5 to 7 years for furniture, fixtures and equipment. | |||||||||
Internally-Developed Software | |||||||||
The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. | |||||||||
Goodwill and Identifiable Intangible Assets | |||||||||
Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of assets acquired and liabilities assumed. Goodwill has been assigned to the Company’s reporting units and is tested for impairment at least annually based on financial data relating to the reporting unit to which it has been assigned. The Company evaluates the recoverability of the carrying value of each reporting unit’s goodwill as of December 1, or whenever events or circumstances indicate that an impairment may have occurred. Goodwill is tested for impairment by comparing the carrying value of each reporting unit to its fair value. The Company determines the fair value of its reporting units utilizing a combination of the income and market approaches and incorporating assumptions that it believes marketplace participants would utilize. If the carrying amount of the reporting unit is greater than its fair value, a comparison of the reporting unit’s implied goodwill is compared to the carrying amount of the goodwill to determine the amount of the impairment, if any. Any impairment is recognized in earnings in the period in which the impairment is determined. | |||||||||
During the fourth quarter of 2014, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were long-term growth rates ranging from no growth to 3.0% and discount rates ranging from 10.5% to 20.0%. In 2014, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount, with the exception of Membership Products, for which the carrying value exceeded its fair value, based on an assumed long-term growth rate of no growth and a discount rate of 15.5%. As a result, the Company performed step 2 of the test for goodwill impairment and based on the results of step 2, recognized a goodwill impairment charge of $292.4 million, representing approximately 76.6% of the goodwill attributed to Membership Products. | |||||||||
Indefinite-lived intangible assets, if any, are tested for impairment annually, or sooner if events occur or circumstances change. An indefinite-lived intangible asset is tested for impairment by comparing its fair value to its carrying amount and, if the carrying amount is greater than the fair value, recognizing an impairment loss for the excess. | |||||||||
The Company’s intangible assets as of December 31, 2014 and 2013 consist primarily of intangible assets with finite useful lives acquired by the Company in the Apollo Transactions and were initially recorded at their respective estimated fair values. Finite-lived intangible assets are amortized as follows: | |||||||||
Intangible Asset | Amortization Method | Estimated Useful Lives | |||||||
Member relationships | Declining balance | 5 – 8 years | |||||||
Affinity relationships | Declining balance, straight line | 1 – 14 years | |||||||
Proprietary databases and systems | Straight line | 3 – 10 years | |||||||
Trademarks and tradenames | Straight line | 5 – 15 years | |||||||
Patents and technology | Declining balance, straight line | 5 – 12 years | |||||||
Covenants not-to-compete | Straight line | Contract life | |||||||
Impairment of Long-Lived Assets | |||||||||
The Company evaluates the recoverability of the carrying amount of its long-lived assets when events and circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets held and used by the Company, an impairment loss is recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an asset is determined to be impaired, the loss is measured based on the difference between the fair value of the long-lived asset and its carrying amount. | |||||||||
Foreign Currency Translation | |||||||||
Assets and liabilities of foreign operations whose functional currency is the local currency are translated at exchange rates as of the balance sheet dates. Revenues and expenses of such local functional currency foreign operations are translated at average exchange rates during the periods presented. Translation adjustments resulting from the process of translating the functional currency foreign operation financial statements into U.S. dollars are included in accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in the consolidated statements of comprehensive income. Foreign local currency gains and losses relating to non-operational transactions are included in other income (expense), net. Foreign currency gains and losses relating to operations are included in general and administrative expense. | |||||||||
Contingencies | |||||||||
Contingencies by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss, if any. The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made. | |||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for profit-sharing receivables from insurance carriers, accruals and income tax valuation allowances, litigation accruals, the estimated fair value of stock-based compensation, estimated fair values of assets and liabilities acquired in business combinations and estimated fair values of financial instruments. | |||||||||
Concentration of Risk | |||||||||
The Company generally derives a substantial portion of its net revenues from members and customers of 10 of the Company’s marketing partners. For the years ended December 31, 2014, 2013 and 2012, the Company derived approximately 35%, 39% and 46%, respectively, of its net revenues from members and end-customers through marketing and servicing agreements with these 10 marketing partners. The Company’s largest marketing partner and its customers accounted for 11.2% of consolidated net revenue for the year ended December 31, 2014. The Company’s largest marketing partner and its customers accounted for 13.4% of consolidated net revenue for the year ended December 31, 2013. The Company’s largest marketing partner and its customers accounted for 15.3% of consolidated net revenue for the year ended December 31, 2012. Many of these key marketing partner relationships are governed by agreements that may be terminated without cause by the marketing partners upon notice of as few as 90 days without penalty. Some of these agreements may be terminated by the Company’s marketing partners upon notice of as few as 30 days without penalty. Moreover, under many of these agreements, the marketing partners may cease or reduce their marketing of the Company’s services without terminating or breaching agreements with the Company. A loss of key marketing partners, a cessation or reduction in their marketing of the Company’s services, or a decline in their businesses could have a material adverse effect on the Company’s future revenue. | |||||||||
As of December 31, 2013, approximately $36.2 million of the profit-sharing receivables from insurance carriers was due from one insurance carrier. | |||||||||
Allowance for Doubtful Accounts | |||||||||
The activity in the allowance for doubtful accounts is as follows: | |||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Balance at beginning of period | $ | 11.8 | $ | 9.4 | |||||
Provision charged to expense, net of recoveries | (1.9 | ) | 2.7 | ||||||
Write-offs | (1.4 | ) | (0.3 | ) | |||||
Balance at end of period | $ | 8.5 | $ | 11.8 | |||||
Supplemental Disclosure of Cash Flow Information | |||||||||
During 2014, the Company performed its annual goodwill impairment test, which resulted in recognition of an impairment loss of $292.4 million, representing approximately 76.6% of the goodwill ascribed to Membership Products. During 2014, the Company entered into a capital lease, acquiring property and equipment with a fair value of $0.7 million. At December 31, 2014, the Company had an accrual for the acquisition of property and equipment of $0.3 million. | |||||||||
During 2013, the Company recognized an impairment loss of $1.6 million, representing the remaining intangible assets of Prospectiv (net book value of $1.3 million) and property and equipment (net book value of $0.3 million). At December 31, 2013, the Company had accruals for the acquisition of property and equipment and for financing costs of $2.5 million and $3.4 million, respectively. | |||||||||
During the three months ended March 31, 2012, the Company reversed certain accruals for additional consideration recorded as part of the Prospectiv Direct, Inc. (“Prospectiv”) acquisition ($14.6 million) as the Company did not expect to achieve the growth originally planned for these years due to market conditions. In addition, in September, 2012, the Company entered into a settlement agreement with the former equity holders of Prospectiv which resulted in a $0.7 million reduction of the initial purchase price and released the Company from any future claims for additional consideration based on achievement of the performance targets. During the three months ended June 30, 2012, the Company performed an interim impairment test of the goodwill for Prospectiv, which resulted in recognition of an impairment loss of $39.7 million, representing all of the goodwill ascribed to Prospectiv at the date of acquisition ($31.5 million) and a portion of the intangible assets of Prospectiv ($8.2 million). At December 31, 2012, the Company had an accrual for the acquisition of property and equipment of $3.1 million. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
On April 11, 2014, the FASB issued an Accounting Standards Update (“ASU”) that updated the requirements for reporting discontinued operations. The new standard requires that only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. The new standard also removed the conditions in the current standard that (a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. For public business entities, the ASU is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of the new guidance as of January 1, 2015 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||
On May 28, 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of transfer of goods and services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. In addition, the new guidance will also require significantly expanded disclosures about revenue recognition. Entities have the option of using either a full retrospective or modified retrospective approach. For public entities, the new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early application is not permitted. The Company is in the process of performing an initial evaluation of the impact of the new guidance. Based on its preliminary assessment, the Company does not believe that adoption of the new guidance will have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||
On August 27, 2014, the FASB issued an ASU that provides guidance on determining when and how reporting entities must disclose going concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the financial statements (or within one year after the date on which the financial statements were available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. When adopted, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | 3. ACQUISITIONS | ||||
On September 8, 2014, the Company entered into a Membership Interest Purchase Agreement (the “SkyMall Agreement”) that resulted in the acquisition on September 9, 2014 of SkyMall Ventures, LLC (“SkyMall”), a provider of merchandise, gift cards and experiential rewards for loyalty programs. In accordance with the SkyMall Agreement, the Company acquired all of the outstanding membership interests in SkyMall for an upfront cash payment of approximately $18.4 million, plus a working capital adjustment of $0.4 million, and contingent consideration of up to $3.9 million payable approximately one year after the acquisition date. | |||||
In addition to providing merchandise, gift cards and experiential rewards for loyalty programs, it provides services including strategy, creative, technology and fulfillment. The acquisition of SkyMall is expected to enhance the Company’s position as a leading loyalty program administrator and incentives provider, as well as solidify the Company’s position within certain current verticals and provide access to certain new verticals. | |||||
On a preliminary basis, the Company allocated the purchase price of $19.1 million, consisting of the upfront cash payment of $18.4 million, plus the working capital adjustment of $0.4 million, and the acquisition date fair value of the up to $3.9 million contingent consideration, based on an income approach and probability model, of $0.3 million, among the assets acquired and liabilities assumed as follows (in millions): | |||||
Trade receivables | $ | 3.8 | |||
Other current assets, including gift card inventory | 37.7 | ||||
Intangible assets | 11.9 | ||||
Goodwill | 14.6 | ||||
Accounts payable and accrued liabilities | (48.8 | ) | |||
Other current liabilities | (0.1 | ) | |||
Consideration transferred | $ | 19.1 | |||
The intangible assets are comprised of affinity relationships, which are being amortized on an accelerated basis over a weighted-average useful life of eight years. The goodwill, which is expected to be deductible for income tax purposes, has been attributed to the Global Loyalty Products segment. In connection with the acquisition of SkyMall, the Company incurred $0.8 million of acquisition costs, which are included in general and administrative expense in the consolidated statement of comprehensive income for the year ended December 31, 2014. | |||||
On November 14, 2012, the Company entered into, and consummated, a Share Sale and Purchase Agreement ( the “Back-Up and Travel Agreement”) that resulted in the acquisition of Boyner Bireysel Urunler Satis ve Pazarlama A.S (“Back-Up”), a Turkish provider of assistance and consultancy services to its members, and a sister company, Bofis Turizm ve Ticaret A.S. (“Travel”), a Turkish travel agency. In accordance with the Back-Up and Travel Agreement, on November 14, 2012, the Company acquired 90% of the outstanding capital stock of Back-Up and 99.99% of the outstanding capital stock of Travel for an upfront cash payment of approximately $12.5 million and contingent consideration payable ratably on each of the first three anniversaries of the acquisition date aggregating approximately $8.4 million. The Company also obtained a call option that grants the Company the ability to call the additional 10% of Back-Up’s capital stock for a nominal price no earlier than five years after the acquisition date and no later than eight years after the acquisition date. The Company also issued a put option to the former shareholders of Back-Up permitting the former shareholders to put the additional 10% of Back-Up capital stock to the Company under the same terms as the call option. | |||||
Back-Up and Travel were owned by Turkey’s largest retail group and the Company believes that Back-Up’s and Travel’s assistance and concierge service model fits well with the Company’s global product offerings. The acquisition enables the Company to expand into Turkey, which the Company deems a key market, given both its size as well as the attractive demographics of its population, and enables the expansion of the Company’s product offerings to a new customer base. | |||||
The Company allocated the purchase price of $19.0 million, consisting of the upfront cash payment of $12.5 million and the acquisition date fair value of the $8.4 million contingent consideration payable over three years, based on an income approach and probability model, at the present value of $6.5 million, among the assets acquired and liabilities assumed as follows (in millions): | |||||
Cash | $ | 2.3 | |||
Trade receivables | 4 | ||||
Other current assets | 0.9 | ||||
Property and equipment | 1.3 | ||||
Intangible assets | 11 | ||||
Goodwill | 6.8 | ||||
Other assets | 0.1 | ||||
Accounts payable and accrued liabilities | (6.6 | ) | |||
Other current liabilities | (0.5 | ) | |||
Deferred income taxes | (0.3 | ) | |||
Consideration transferred | $ | 19 | |||
The intangible assets are comprised principally of trade names ($5.1 million), which are being amortized on a straight-line basis over weighted-average useful lives of ten years, and member relationships ($3.7 million), which are being amortized on an accelerated basis over weighted-average useful lives of eight years. The goodwill, which is not expected to be deductible for income tax purposes, has been attributed to the International Products segment. In connection with the acquisition of Back-Up and Travel, the Company incurred $0.8 million of acquisition costs, of which $0.1 million and $0.7 million were recognized during the years ended December 31, 2013 and 2012, respectively, and the acquisition costs have been included in general and administrative expense in the consolidated statements of comprehensive income. |
Intangible_Assets
Intangible Assets (Other intangibles, net) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Other intangibles, net | |||||||||||||||||||||||||||||||||
Intangible Assets | 4. INTANGIBLE ASSETS | ||||||||||||||||||||||||||||||||
Intangible assets consisted of: | |||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
Member relationships | $ | 939.8 | $ | (932.0 | ) | $ | 7.8 | $ | 943.2 | $ | (920.9 | ) | $ | 22.3 | |||||||||||||||||||
Affinity relationships | 649.1 | (574.4 | ) | 74.7 | 647.7 | (544.1 | ) | 103.6 | |||||||||||||||||||||||||
Proprietary databases and | 59.9 | (57.4 | ) | 2.5 | 60.1 | (57.2 | ) | 2.9 | |||||||||||||||||||||||||
systems | |||||||||||||||||||||||||||||||||
Trademarks and tradenames | 33.5 | (18.8 | ) | 14.7 | 34.3 | (16.5 | ) | 17.8 | |||||||||||||||||||||||||
Patents and technology | 47.8 | (44.6 | ) | 3.2 | 47.9 | (41.5 | ) | 6.4 | |||||||||||||||||||||||||
Covenants not to compete | 2.6 | (2.2 | ) | 0.4 | 2.7 | (1.9 | ) | 0.8 | |||||||||||||||||||||||||
$ | 1,732.70 | $ | (1,629.4 | ) | $ | 103.3 | $ | 1,735.90 | $ | (1,582.1 | ) | $ | 153.8 | ||||||||||||||||||||
In connection with the September 8, 2014 acquisition of SkyMall (see Note 3 – Acquisitions), the Company acquired intangible assets valued at approximately $11.9 million. These intangible assets are comprised of affinity relationships, which are being amortized on an accelerated basis over a weighted-average useful life of eight years. In connection with the November 14, 2012 acquisition of Back-Up and Travel (see Note 3 – Acquisitions), the Company acquired intangible assets valued at approximately $11.0 million. These intangible assets consisted primarily of trademarks and tradenames valued at $5.1 million and member relationships valued at $3.7 million. During 2014 and 2013, foreign currency translation resulted in a decrease of $17.0 million and an increase of $1.8 million, respectively, in the gross carrying amount of intangible assets and a decrease of $14.2 million and an increase of $2.5 million, respectively, in accumulated amortization. | |||||||||||||||||||||||||||||||||
Amortization expense relating to intangible assets was as follows: | |||||||||||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
Member relationships | $ | 13.9 | $ | 21.1 | $ | 76.8 | |||||||||||||||||||||||||||
Affinity relationships | 41.1 | 41 | 43.9 | ||||||||||||||||||||||||||||||
Proprietary databases and systems | 0.5 | 1.2 | 1.2 | ||||||||||||||||||||||||||||||
Trademarks and tradenames | 2.6 | 2.7 | 2.4 | ||||||||||||||||||||||||||||||
Patents and technology | 3.1 | 5.1 | 7.4 | ||||||||||||||||||||||||||||||
Covenants not to compete | 0.3 | 0.3 | 0.4 | ||||||||||||||||||||||||||||||
$ | 61.5 | $ | 71.4 | $ | 132.1 | ||||||||||||||||||||||||||||
Based on the Company’s amortizable intangible assets as of December 31, 2014, the Company expects the related amortization expense for fiscal year 2015 and the four succeeding fiscal years to be approximately $42.7 million in 2015, $13.8 million in 2016, $9.3 million in 2017, $8.4 million in 2018 and $7.1 million in 2019. | |||||||||||||||||||||||||||||||||
At January 1, 2013 and December 31, 2013 and 2014, the Company had gross goodwill of $654.3 million, $653.3 million and $661.6 million, respectively, and accumulated impairment losses of $47.0 million at January 1, 2013 and December 31, 2013 and $339.4 million at December 31, 2014. The accumulated impairment losses represent the $15.5 million impairment loss recognized in 2006 impairing all of the goodwill assigned to the Global Loyalty Products segment related to the Apollo Transactions, the $31.5 million impairment loss recognized in 2012 impairing all of the goodwill assigned to the Membership Products segment related to the Prospectiv acquisition, and in 2014, the $292.4 million impairment loss recognized relating to the Membership Products segment. | |||||||||||||||||||||||||||||||||
The changes in the Company’s carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||||||||||
Balance at | Balance at | Balance at | |||||||||||||||||||||||||||||||
January 1, | Currency | December 31, | Currency | December 31, | |||||||||||||||||||||||||||||
2013 | Acquisition | Translation | 2013 | Acquisitions | Impairment | Translation | 2014 | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Membership Products | $ | 382 | $ | — | $ | — | $ | 382 | $ | — | $ | (292.4 | ) | $ | — | $ | 89.6 | ||||||||||||||||
Insurance and Package Products | 58.3 | — | — | 58.3 | — | — | — | 58.3 | |||||||||||||||||||||||||
Global Loyalty Products | 81.7 | — | — | 81.7 | 15.8 | — | — | 97.5 | |||||||||||||||||||||||||
International Products | 85.3 | (1.7 | ) | 0.7 | 84.3 | — | — | (7.5 | ) | 76.8 | |||||||||||||||||||||||
Total | $ | 607.3 | $ | (1.7 | ) | $ | 0.7 | $ | 606.3 | $ | 15.8 | $ | (292.4 | ) | $ | (7.5 | ) | $ | 322.2 | ||||||||||||||
During the fourth quarter of 2014, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were long-term growth rates ranging from no growth to 3.0% and discount rates ranging from 10.5% to 20.0%. In 2014, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount, with the exception of Membership Products, for which carrying value exceeded its fair value, based on an assumed long-term growth rate of no growth and a discount rate of 15.5%. | |||||||||||||||||||||||||||||||||
During the fourth quarter of 2014, the Company reflected these assumptions for Membership Products in its annual test for goodwill impairment as of December 1. Based on the impairment test, which utilized a combination of the income and market approaches and incorporated assumptions that the Company believes marketplace participants would utilize to determine the fair value of Membership Products, the Company recorded an impairment loss during the fourth quarter of 2014 of $292.4 million, representing approximately 76.6% of the goodwill ascribed to Membership Products. The impairment loss related to the goodwill of Membership Products has been reflected as Impairment of goodwill and other long-lived assets in the consolidated statement of comprehensive income for the year ended December 31, 2014. |
Contract_Rights_and_List_Fees_
Contract Rights and List Fees, Net (Contract rights and list fees, net) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Contract rights and list fees, net | |||||||||||||||||||||||||
Intangible Assets | 5. CONTRACT RIGHTS AND LIST FEES, NET | ||||||||||||||||||||||||
Contract rights and list fees consisted of: | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Contract rights | $ | 59.1 | $ | (58.7 | ) | $ | 0.4 | $ | 62.4 | $ | (61.7 | ) | $ | 0.7 | |||||||||||
List fees | 51.7 | (35.4 | ) | 16.3 | 48.3 | (29.9 | ) | 18.4 | |||||||||||||||||
$ | 110.8 | $ | (94.1 | ) | $ | 16.7 | $ | 110.7 | $ | (91.6 | ) | $ | 19.1 | ||||||||||||
Amortization expense for the year ended December 31, 2014 was $5.8 million, of which $5.5 million is included in marketing expense and $0.3 million is included in depreciation and amortization expense in the consolidated statement of comprehensive income. Amortization expense for the year ended December 31, 2013 was $6.1 million, of which $5.8 million is included in marketing expense and $0.3 million is included in depreciation and amortization expense in the consolidated statement of comprehensive income. Amortization expense for the year ended December 31, 2012 was $6.0 million, of which $5.6 million is included in marketing expense and $0.4 million is included in depreciation and amortization expense in the consolidated statement of comprehensive income. Based on the Company’s contract rights and list fees as of December 31, 2014, the Company expects the related amortization expense for fiscal year 2015 and the four succeeding fiscal years to be approximately $4.9 million in 2015, $3.7 million in 2016, $2.5 million in 2017, $2.0 million in 2018 and $1.5 million in 2019. | |||||||||||||||||||||||||
Other_Current_Assets
Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||||||||
Other Current Assets | 6. OTHER CURRENT ASSETS | ||||||||
Other current assets consisted of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Gift card inventory | $ | 45 | $ | 22.4 | |||||
Prepaid membership materials | 2.2 | 1.4 | |||||||
Prepaid insurance costs | 4.9 | 3.6 | |||||||
Other receivables | 12.9 | 18.6 | |||||||
Prepaid merchant fees | 0.8 | 0.7 | |||||||
Prepaid information technology costs | 6.9 | 6.2 | |||||||
Other | 31.9 | 34.5 | |||||||
Total | $ | 104.6 | $ | 87.4 | |||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment, Net | 7. PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment, net consisted of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Leasehold improvements | $ | 24.4 | $ | 24.8 | |||||
Capitalized software | 237.1 | 219.8 | |||||||
Computer equipment ($2.7 million and $2.4 million in 2014 | 164.2 | 153.5 | |||||||
and 2013, respectively, under capital leases) | |||||||||
Furniture, fixtures and equipment | 21.7 | 21.3 | |||||||
Projects in progress | 25.4 | 25 | |||||||
472.8 | 444.4 | ||||||||
Less: Accumulated depreciation and amortization | (333.8 | ) | (304.0 | ) | |||||
Total | $ | 139 | $ | 140.4 | |||||
Depreciation and amortization expense on property and equipment, including assets acquired under capital leases, totaled $47.9 million, $42.2 million and $52.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||
Accounts payable and accrued expenses consisted of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Accounts payable | $ | 124.2 | $ | 121.6 | |||||
Accrued commissions | 12.4 | 17.5 | |||||||
Accrued payroll and related costs | 43.8 | 50.8 | |||||||
Accrued product costs | 30.6 | 35 | |||||||
Accrued marketing costs | 24.1 | 26.6 | |||||||
Accrued interest | 30.9 | 22.6 | |||||||
Accrued taxes, other than income taxes | 14.5 | 37 | |||||||
Accrued legal and professional fees and loss | 41.9 | 15.4 | |||||||
contingency accruals | |||||||||
Gift card deposits | 40.5 | — | |||||||
Other | 48.9 | 64.7 | |||||||
Total | $ | 411.8 | $ | 391.2 | |||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | 9. LONG-TERM DEBT | ||||||||
Long-term debt consisted of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
First-lien term loan due 2018 | $ | 769.2 | $ | — | |||||
Second-lien term loan due 2018 | 425 | — | |||||||
Term loan due 2016 | — | 1,084.70 | |||||||
Revolving credit facility, expiring in 2018 | 5 | — | |||||||
Revolving credit facility, expiring in 2015 | — | 46 | |||||||
7.875% senior notes due 2018, net of unamortized discount | 473.3 | 472.8 | |||||||
of $1.7 million and $2.2 million, respectively, with an | |||||||||
effective interest rate of 8.31% | |||||||||
13.50% senior subordinated notes due 2018, net of | 353.3 | 351.9 | |||||||
unamortized discount of $6.7 million and $8.1 million, | |||||||||
respectively, with an effective interest rate of 14.31% | |||||||||
11 1/2% senior subordinated notes due 2015, with an effective | 2.6 | 2.6 | |||||||
interest rate of 12.25% | |||||||||
Capital lease obligations | 0.8 | 0.8 | |||||||
Total debt | 2,029.20 | 1,958.80 | |||||||
Less: current portion of long-term debt | (10.8 | ) | (11.7 | ) | |||||
Long-term debt | $ | 2,018.40 | $ | 1,947.10 | |||||
On April 9, 2010, the Company, as Borrower, and Affinion Holdings entered into a $1.0 billion amended and restated senior secured credit facility with its lenders (“Affinion Credit Facility”). On November 20, 2012, the Company, as Borrower, and Affinion Holdings entered into an amendment to the Affinion Credit Facility, which (i) increased the margins on LIBOR loans from 3.50% to 5.00% and on base rate loans from 2.50% to 4.00%, (ii) replaced the financial covenant requiring the Company to maintain a maximum consolidated leverage ratio with a financial covenant requiring Affinion to maintain a maximum senior secured leverage ratio, and (iii) adjusted the ratios under the financial covenant requiring Affinion to maintain a minimum interest coverage ratio. On December 12, 2013, in connection with the refinancing of the Company’s 11 ½ % senior subordinated notes due 2015 (the “2006 senior subordinated notes”) and Affinion Holdings’ 11.625% senior notes due 2015 (the Affinion Holdings’ “2010 senior notes”), the Company, as Borrower, and Affinion Holdings entered into an amendment to the Affinion Credit Facility, which (i) provided permission for the consummation of the exchange offers for the Company’s 2006 senior subordinated notes and Affinion Holdings’ 2010 senior notes, (ii) removed the springing maturity provisions applicable to the term loan facility, (iii) modified the senior secured leverage ratio financial covenant in the Affinion Credit Facility, (iv) provided additional flexibility to make dividends to Affinion Holdings to be used by Affinion Holdings to make certain payments with respect to its indebtedness and to repay, repurchase or redeem subordinated indebtedness of Affinion, and (v) increased the interest rate margins by 0.25%, to 5.25% on LIBOR loans and 4.25% on base rate loans. The amendment became effective upon the satisfaction of the conditions precedent set forth therein, including the payment by Affinion of the consent fee equal to 0.25% of the sum of (i) the aggregate principal amount of all term loans and (ii) the revolving loan commitments in effect, in each case, held by each lender that entered into the amendment on the date of effectiveness of the amendment. On May 20, 2014, the Company, as Borrower, and Affinion Holdings entered into an amendment to the Affinion Credit Facility, which (i) extended the maturity to April 30, 2018 of $775.0 million in aggregate principal amount of existing senior secured term loans and existing senior secured revolving loans, which loans were designated as first lien term loans (the “First Lien Term Loans”), (ii) extended the maturity to October 31, 2018 of $377.9 million in aggregate principal amount of existing senior secured term loans on a second lien senior secured basis, which, together with additional borrowings obtained on the same terms, total $425.0 million (the “Second Lien Term Loans”), (iii) extended the maturity to January 29, 2018 of $80.0 million of the commitments (and related obligations) under the existing senior secured revolving credit facility on a first lien senior secured basis, (iv) reduced the commitments under the existing senior secured revolving credit facility by $85.0 million and (v) removed the existing financial covenant requiring the Company to maintain a minimum interest coverage ratio. | |||||||||
The revolving credit facility includes a letter of credit subfacility and a swingline loan subfacility. The First Lien Term Loan facility matures in April 2018 and the Second Lien Term Loan facility matures in October 2018. The First Lien Term Loan facility provides for quarterly amortization payments totaling 1% per annum, with the balance payable upon the final maturity date. The Second Lien Term Loan facility does not provide for quarterly amortization payments. The Affinion Credit Facility also requires mandatory prepayments of the outstanding term loans based on excess cash flow (as defined), if any, and the proceeds from certain specified transactions. The interest rates with respect to First Lien Term Loans and revolving loans under the amended Affinion Credit Facility are based on, at the Company’s option, (a) the higher of (i) adjusted LIBOR and (ii) 1.50%, in each case plus 5.25%, or (b) the highest of (i) Deutsche Bank Trust Company Americas’ prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.50% (“ABR”), in each case plus 4.25%. The interest rates with respect to Second Lien Term Loans under the amended Affinion Credit Facility are based on, at the Company’s option, (a) the higher of (i) adjusted LIBOR and (ii) 1.50%, in each case plus 7.00%, or (b) the highest of (i) Deutsche Bank Trust Company Americas’ prime rate, (ii) the Federal Funds Effective Rate plus 0.5% and (iii) 2.50% (“ABR”), in each case plus 6.00%. The weighted average interest rate on the term loan for the period from January 1, 2014 through May 20, 2014 and years ended December 31, 2013 and 2012 was 6.8%, 6.6% and 5.2% per annum, respectively. The weighted average interest rate on the First Lien Term Loan and Second Lien Term Loan for the period from May 20, 2014 through December 31, 2014 was 6.8% and 8.5%, respectively. The weighted average interest rate on revolving credit facility borrowings for the years ended December 31, 2014, 2013 and 2012 was 7.2%, 7.1% and 5.7%, respectively. The Company’s obligations under the credit facility are, and the Company’s obligations under any interest rate protection or other hedging arrangements entered into with a lender or any of its affiliates will be, guaranteed by Affinion Holdings and by each of the Company’s existing and subsequently acquired or organized domestic subsidiaries, subject to certain exceptions. The Affinion Credit Facility is secured to the extent legally permissible by substantially all of the assets of (i) Affinion Holdings, which consists of a pledge of all the Company’s capital stock and (ii) the Company and the subsidiary guarantors, including but not limited to: (a) a pledge of substantially all capital stock held by the Company or any subsidiary guarantor and (b) security interests in substantially all tangible and intangible assets of the Company and each subsidiary guarantor, subject to certain exceptions. The Affinion Credit Facility also contains financial, affirmative and negative covenants. The negative covenants in the Affinion Credit Facility include, among other things, limitations (all of which are subject to certain exceptions) on the Company’s (and in certain cases, Affinion Holdings’) ability to: declare dividends and make other distributions, redeem or repurchase the Company’s capital stock; prepay, redeem or repurchase certain of the Company’s subordinated indebtedness; make loans or investments (including acquisitions); incur additional indebtedness (subject to certain exceptions); enter into agreements that would restrict the ability of the Company’s subsidiaries to pay dividends; merge or enter into acquisitions; sell assets; and enter into transactions with affiliates. The Affinion Credit Facility also requires the Company to comply with a financial maintenance covenant with a maximum ratio of senior secured debt (as defined) to EBITDA (as defined) of 4.25:1.00. | |||||||||
In connection with the amendment to the Affinion Credit Facility in 2014, the Company incurred financing costs of $5.9 million, which have been included in general and administrative expenses for the year ended December 31, 2014. In addition, during the year ended December 31, 2014, the Company recognized a loss on extinguishment of debt of $6.0 million, which represented the write-off of unamortized debt discount and deferred financing costs. | |||||||||
As of December 31, 2014 and 2013, outstanding borrowings under the revolving credit facility were $5.0 million and $46.0 million, respectively. During the years ended December 31, 2014, 2013 and 2012, the Company had borrowings of $162.0 million, $100.0 million and $82.9 million, respectively, under the revolving credit facility. During the years ended December 31, 2014, 2013 and 2012, the Company had repayments of $203.0 million, $54.0 million and $82.9 million, respectively, under the revolving credit facility. As of December 31, 2014, the Company had $61.7 million available for borrowing under the Affinion Credit Facility after giving effect to the issuance of $13.3 million of letters of credit. | |||||||||
On December 12, 2013, the Company completed a private offer to exchange the Company’s 2006 senior subordinated notes for 13.50% senior subordinated notes due 2018 (“Investments senior subordinated notes”) issued by Affinion Investments, pursuant to which $360.0 million aggregate principal amount of Investments senior subordinated notes were issued in exchange for $352.9 million aggregate principal amount of 2006 senior subordinated notes. Under the terms of the exchange offer, for each $1,000 principal amount of 2006 senior subordinated notes tendered at or prior to the consent time, holders received $1,020 principal amount of Investments senior subordinated notes. For each $1,000 principal amount of 2006 senior subordinated notes tendered during the offer period but after the consent period, holders received $1,000 principal amount of Investments senior subordinated notes. The Investments senior subordinated notes bear interest at 13.50% per annum, payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2014. The Investments senior subordinated notes will mature on August 15, 2018. Affinion Investments may redeem some or all of the Investments senior subordinated notes at any time on or after December 12, 2016 at redemption prices (generally at a premium) set forth in the indenture governing the Investments senior subordinated notes. In addition, prior to December 12, 2016, up to 35% of the outstanding Investments senior subordinated notes are redeemable at the option of Affinion Investments, with the net proceeds raised by the Company or Affinion Holdings in one or more equity offerings, at 113.50% of their principal amount. In addition, prior to December 12, 2016, the Investments senior subordinated notes are redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the Investments senior subordinated notes redeemed plus a “make-whole” premium. The indenture governing the Investments senior subordinated notes contains negative covenants which restrict the ability of Affinion Investments, any future restricted subsidiaries of Affinion Investments and one of the Company’s other wholly-owned subsidiaries that guarantees the Investments senior subordinated notes to engage in certain transactions and also contains customary events of default. Affinion Investments’ obligations under the Investments senior subordinated notes are guaranteed on an unsecured senior subordinated basis by Affinion Investments II. Each of Affinion Investments and Affinion Investments II is an unrestricted subsidiary of the Company and guarantees the Company’s indebtedness under its senior secured credit facility but does not guarantee the Company’s other indebtedness. The Investments senior subordinated notes and guarantee thereof are unsecured senior subordinated obligations of Affinion Investments, as issuer, and Affinion Investments II, as guarantor, and rank junior in right of payment to their respective guarantees of the Company’s senior secured credit facility. | |||||||||
On December 12, 2013, Affinion Investments exchanged with the Company all of the 2006 senior subordinated notes received by it in the exchange offer for Affinion’s 13.50% senior subordinated notes due 2018 (Affinion’s “2013 senior subordinated notes”). Affinion’s 2013 senior subordinated notes bear interest at 13.50% per annum payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2014. The 2013 senior subordinated notes will mature on August 15, 2018. The 2013 senior subordinated notes are redeemable at the Company’s option prior to maturity. The indenture governing the 2013 senior subordinated notes contains negative covenants which restrict the ability of Affinion and its restricted subsidiaries to engage in certain transactions and also contains customary events of default. Affinion’s obligations under the 2013 senior subordinated notes are jointly and severally and fully and unconditionally guaranteed on an unsecured senior subordinated basis by each of Affinion’s existing and future domestic subsidiaries that guarantee Affinion’s indebtedness under its senior secured credit facility (other than Affinion Investments and Affinion Investments II). The 2013 senior subordinated notes and guarantees thereof are unsecured senior subordinated obligations of Affinion’s and rank junior to all of Affinion’s and the guarantors’ existing and future senior indebtedness, pari passu with Affinion’s 2006 senior subordinated notes and senior to Affinion’s and the guarantors’ future subordinated indebtedness. Although Affinion Investments is the only holder of Affinion’s 2013 senior subordinated notes, the trustee for the Investments senior subordinated notes, and holders of at least 25% of the principal amount of the Investments senior subordinated notes will have the right as third party beneficiaries to enforce the remedies available to Affinion Investments against Affinion, and Affinion Investments will not be able to amend the covenants in the note agreement governing the Investments senior subordinated notes in favor of Affinion unless it has received consent from the holders of a majority of the aggregate principal amount of the outstanding Investments senior subordinated notes. | |||||||||
In connection with the exchange offer and consent solicitation relating to the 2006 senior subordinated notes and the issuance of the Company’s 2013 senior subordinated notes, the Company incurred $5.9 million of financing costs, which have been included in general and administrative expenses for the year ended December 31, 2013. | |||||||||
On November 19, 2010, the Company completed a private offering of $475.0 million aggregate principal amount of 7.875% senior notes due 2018 (“2010 senior notes”). The 2010 senior notes bear interest at 7.875% per annum payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2011. The 2010 senior notes will mature on December 15, 2018. The 2010 senior notes are redeemable at the Company’s option prior to maturity. The indenture governing the 2010 senior notes contains negative covenants which restrict the ability of the Company and its restricted subsidiaries to engage in certain transactions and also contains customary events of default. The Company’s obligations under the 2010 senior notes are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries that guarantee the Company’s indebtedness under the Affinion Credit Facility, other than Affinion Investments and Affinion Investments II. The 2010 senior notes and guarantees thereof are senior unsecured obligations of the Company and rank equally with all of the Company’s and the guarantors’ existing and future senior indebtedness and senior to the Company’s and the guarantors existing and future subordinated indebtedness. The 2010 senior notes are therefore effectively subordinated to the Company’s and the guarantors’ existing and future secured indebtedness, including the Company’s obligations under the Affinion Credit Facility, to the extent of the value of the collateral securing such indebtedness. The 2010 senior notes are structurally subordinated to all indebtedness and other obligations of each of the Company’s existing and future subsidiaries that are not guarantors, including the Investments senior subordinated notes. On August 24, 2011, pursuant to the registration rights agreement entered into in connection with the issuance of the 2010 senior notes, the Company completed a registered exchange offer and exchanged all of the then-outstanding 2010 senior notes for a like principal amount of 2010 senior notes that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||||
On April 26, 2006, the Company issued $355.5 million aggregate principal amount of 2006 senior subordinated notes and applied the gross proceeds of $350.5 million to repay $349.5 million of outstanding borrowings under a then-outstanding $383.6 million senior subordinated loan facility (the “Bridge Loan”), plus accrued interest, and used cash on hand to pay fees and expenses associated with such issuance. The 2006 senior subordinated notes bear interest at 11 1/2% per annum, payable semi-annually on April 15 and October 15 of each year. The 2006 senior subordinated notes mature on October 15, 2015. The Company may redeem some or all of the 2006 senior subordinated notes at any time on or after October 15, 2010 at redemption prices (generally at a premium) set forth in the indenture governing the 2006 senior subordinated notes. The 2006 senior subordinated notes are unsecured obligations of the Company and rank junior in right of payment with the Company’s existing and future senior obligations and senior to the Company’s future subordinated indebtedness. At December 31, 2014, the 2006 senior subordinated notes were guaranteed by certain, but not all, subsidiaries of the Company that guarantee Affinion’s 2010 senior notes as discussed in Note 12—Guarantor/Non-Guarantor Supplemental Financial Information. On December 12, 2013, $352.9 million aggregate principal amount of 2006 senior subordinated notes were exchanged for $360.0 million of Investments senior subordinated notes. On September 13, 2006, the Company completed a registered exchange offer and exchanged all of the then-outstanding 2006 senior subordinated notes for a like principal amount of 2006 senior subordinated notes that have been registered under the Securities Act. | |||||||||
The amended Affinion Credit Facility, the 2010 senior notes and the 2013 senior subordinated notes all contain restrictive covenants related primarily to the Company’s ability to distribute dividends, redeem or repurchase capital stock, sell assets, issue additional debt or merge with or acquire other companies. Under the Affinion Credit Facility, the Company generally may pay dividends of up to approximately $13.8 million in the aggregate, provided that no default or event of default has occurred or is continuing, or would result from the dividend. Under the Affinion Credit Facility, payment of additional dividends requires the satisfaction of various conditions, including meeting defined leverage ratios and a defined fixed charge coverage ratio, and the total dividend paid cannot exceed a calculated amount of defined available free cash flow, or requires availability under specified baskets. The covenants in the Affinion Credit Facility also require compliance with a senior secured leverage ratio. During the years ended December 31, 2014 and 2013, the Company did not pay any cash dividends to Affinion Holdings. During the year ended December 31, 2012, the Company paid cash dividends to its parent company of $37.0 million. The Company was in compliance with the covenants referred to above as of December 31, 2014. Payment under each of the debt agreements may be accelerated in the event of a default. Events of default include the failure to pay principal and interest when due, covenant defaults (unless cured within applicable grace periods, if any), events of bankruptcy and, for the amended Affinion Credit Facility, a material breach of representation or warranty and a change of control. | |||||||||
Debt issuance costs related to the various debt instruments are being amortized to interest expense over the term of the applicable debt issue using the effective interest rate method. The unamortized debt issuance costs totaled $26.8 million and $28.2 million as of December 31, 2014 and 2013, respectively, and are included in other non-current assets on the consolidated balance sheets. The debt discounts and premiums are also being amortized to interest expense over the term of the applicable debt issue using the effective interest rate method. | |||||||||
The Company also leases certain equipment under capital leases expiring through 2017. | |||||||||
The aggregate maturities of debt, including capital leases, as of December 31, 2014 are as follows: | |||||||||
Amount | |||||||||
(in millions) | |||||||||
2015 | $ | 10.8 | |||||||
2016 | 8.1 | ||||||||
2017 | 7.8 | ||||||||
2018 | 2,010.90 | ||||||||
2019 | — | ||||||||
Thereafter | — | ||||||||
$ | 2,037.60 | ||||||||
On October 5, 2010, Affinion Holdings issued $325.0 million aggregate principal amount of 2010 senior notes. Affinion Holdings used a portion of the proceeds of $320.3 million (net of issue discount), along with proceeds from a cash dividend from the Company in the amount of $115.3 million, to repay its senior unsecured term loan. A portion of the remaining proceeds from the offering of the 2010 senior notes were utilized to pay related fees and expenses of approximately $6.7 million, with the balance retained for general corporate purposes. The indenture governing Affinion Holdings’ 2010 senior notes contains restrictive covenants related primarily to the Company’s and Affinion Holdings’ ability to distribute dividends, redeem or repurchase capital stock, sell assets, issue additional debt or merge with or acquire other companies. The Company did not make any dividend distributions to Affinion Holdings during the years ended December 31, 2014 or 2013. During the year ended December 31, 2012, the Company made dividend distributions to Affinion Holdings of $37.0 million to enable Affinion Holdings to service its debt. The Company expects that, in the future, to the extent that it is permitted contractually and legally to pay cash dividends to Affinion Holdings, Affinion Holdings may require the Company to pay cash dividends to enable Affinion Holdings to service its net cash obligations under Affinion Holdings’ 2010 senior notes and Affinion Holdings’ 2013 senior notes (as defined below). The Company and its subsidiaries do not guarantee Affinion Holdings’ 2010 senior notes. | |||||||||
On December 12, 2013, Affinion Holdings completed an offer to exchange Affinion Holdings’ 2010 senior notes for 13.75%/14.50% senior secured PIK/toggle notes due 2018 (Affinion Holdings’ “2013 senior notes”). Under the terms of the exchange offer, for each $1,000 principal amount of Affinion Holdings’ 2010 senior notes tendered at or prior to the consent time, holders received (i) $1,000 principal amount of Affinion Holdings’ 2013 senior notes, (ii) Series A warrants to purchase 46.1069 shares of Affinion Holdings’ Class B common stock, and (iii) Series B warrants to purchase 239.8612 shares of Affinion Holdings’ Class B common stock. For each $1,000 principal amount of Affinion Holdings’ 2010 senior notes tendered during the offer period but after the consent period, holders received (i) $950 principal amount of Affinion Holdings’ 2013 senior notes, (ii) Series A warrants to purchase 46.1069 shares of Affinion Holdings’ Class B common stock, and (iii) Series B warrants to purchase 239.8612 shares of Affinion Holdings’ Class B common stock. In connection with the exchange offer, $292.8 million aggregate principal amount of Affinion Holdings’ 2010 senior notes were exchanged for $292.8 million aggregate principal amount of Affinion Holdings’ 2013 senior notes. The Affinion Holdings’ 2013 senior notes bear interest at 13.75% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2014. At Affinion Holdings’ option (subject to certain exceptions), it may elect to pay interest (i) in cash, (ii) by increasing the principal amount of the Affinion Holdings’ 2013 senior notes (“PIK Interest”), or (iii) 50% as cash and 50% as PIK Interest. PIK Interest accrues at 13.75% per annum plus 0.75%. The Affinion Holdings’ 2013 senior notes will mature on September 15, 2018. In June 2014, Affinion Holdings completed an offer to exchange Affinion Holdings’ 2013 senior notes for Affinion Holdings’ Series A warrants to purchase shares of Affinion Holdings’ Class B common stock. In connection with the exchange offer, approximately $88.7 million aggregate principal amount of Affinion Holdings’ 2013 senior notes were exchanged for up to approximately 30.3 million Series A warrants to purchase shares of Affinion Holdings Class B common stock. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 10. INCOME TAXES | ||||||||||||
The income tax benefit (expense) consisted of the following: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | 0.2 | |||||||
State | (0.4 | ) | (1.5 | ) | (1.3 | ) | |||||||
Foreign | (4.5 | ) | (4.8 | ) | (6.8 | ) | |||||||
(4.9 | ) | (6.3 | ) | (7.9 | ) | ||||||||
Deferred: | |||||||||||||
Federal | 40.9 | (8.2 | ) | (8.3 | ) | ||||||||
State | 1.9 | (1.1 | ) | (0.2 | ) | ||||||||
Foreign | 0.6 | 2 | 6.2 | ||||||||||
43.4 | (7.3 | ) | (2.3 | ) | |||||||||
Total income tax benefit (expense) | $ | 38.5 | $ | (13.6 | ) | $ | (10.2 | ) | |||||
Pre-tax loss for domestic and foreign operations before non-controlling interests consisted of the following: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Domestic | $ | (325.4 | ) | $ | (16.6 | ) | $ | (51.0 | ) | ||||
Foreign | (87.0 | ) | (59.0 | ) | (37.4 | ) | |||||||
Pre-tax loss | $ | (412.4 | ) | $ | (75.6 | ) | $ | (88.4 | ) | ||||
Deferred income tax assets and liabilities consisted of the following: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
Current deferred income tax assets: | |||||||||||||
Accrued expenses and deferred revenue | $ | 45.8 | $ | 45.8 | |||||||||
Provision for doubtful accounts | 2 | 2.9 | |||||||||||
Other | 27.3 | 23 | |||||||||||
Current deferred income tax assets | 75.1 | 71.7 | |||||||||||
Current deferred income tax liabilities: | |||||||||||||
Profit-sharing receivables from insurance carriers | (5.8 | ) | (12.8 | ) | |||||||||
Accrued expenses | (1.2 | ) | (1.9 | ) | |||||||||
Prepaid expenses | (12.2 | ) | (11.5 | ) | |||||||||
Current deferred income tax liabilities | (19.2 | ) | (26.2 | ) | |||||||||
Valuation allowance | (55.7 | ) | (45.0 | ) | |||||||||
Current net deferred income tax asset | $ | 0.2 | $ | 0.5 | |||||||||
Non-current deferred income tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 304.1 | $ | 220.7 | |||||||||
State net operating loss carryforwards | 28.2 | 19.3 | |||||||||||
Depreciation and amortization | 827.7 | 718 | |||||||||||
Other | 5.2 | 8.4 | |||||||||||
Foreign tax credits | 38.3 | 36.5 | |||||||||||
Non-current deferred income tax assets | 1,203.50 | 1,002.90 | |||||||||||
Non-current deferred income tax liabilities: | |||||||||||||
Other | (0.2 | ) | 0.8 | ||||||||||
Depreciation and amortization | (601.9 | ) | (528.6 | ) | |||||||||
Non-current deferred income tax liabilities | (602.1 | ) | (527.8 | ) | |||||||||
Valuation allowance | (634.1 | ) | (548.7 | ) | |||||||||
Non-current net deferred income tax liability (net of non- | $ | (32.7 | ) | $ | (73.6 | ) | |||||||
current deferred income tax asset included in other non- | |||||||||||||
current assets on the December 31, 2014 and 2013 | |||||||||||||
consolidated balance sheet of $0.3 and $0.9, respectively) | |||||||||||||
As of December 31, 2014, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards of approximately $1,033.3 million (which will expire in 2025 through 2034) and foreign tax credit carryovers of approximately $38.3 million (which will expire in 2015 through 2024). Affinion Holdings and its subsidiaries have state net operating loss carryforwards of approximately $675.4 million (which expire, depending on the jurisdiction, between 2015 and 2034) and state tax credits of $2.1 million (which expire between 2015 and 2019). A full valuation allowance has been recognized with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized. Affinion Holdings and its subsidiaries also have net operating loss carryforwards in foreign jurisdictions. These net operating losses total approximately $244.5 million (of the net operating losses that expire, expiring between 2015 and 2032). Affinion Holdings and its subsidiaries have concluded that a valuation allowance relating to approximately $244.2 million of these net operating losses is required due to the uncertainty of their realization. The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the Section 338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2014 and 2013 totaled $803.3 million and $688.1 million, respectively. The increase in valuation allowance of $115.2 million is attributable to an overall increase in net deferred tax assets primarily related to net operating losses and the valuation requirements associated with the Membership Products goodwill impairment charge. | |||||||||||||
As of December 31, 2014, the Company had federal net operating loss carryforwards of approximately $711.1 million (which will expire in 2025 through 2034) and foreign tax credit carryovers of approximately $38.3 million (which will expire in 2015 through 2024). The Company has state net operating loss carryforwards of approximately $628.5 million (which expire, depending on the jurisdiction, between 2015 and 2034) and state tax credits of $2.1 million (which expire between 2015 and 2019). A full valuation allowance has been recognized with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized. The Company also has net operating loss carryforwards in foreign jurisdictions. These net operating losses total approximately $244.5 million (of the net operating losses that expire, expiring between 2015 and 2032). The Company has concluded that a valuation allowance relating to approximately $244.2 million of these net operating losses is required due to the uncertainty of their realization. The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the Section 338 election and uncertain tax positions. The carrying value of the Company’s valuation allowance against all its deferred tax assets at December 31, 2014 and 2013 totaled $689.8 million and $593.7 million, respectively. The increase in valuation allowance of $96.1 million is attributable to an overall increase in net deferred tax assets primarily related to net operating losses and the valuation requirements associated with the Membership Products goodwill impairment charge. | |||||||||||||
As of December 31, 2013, Affinion Holdings and its subsidiaries had federal net operating loss carryforwards of approximately $804.9 million (which will expire in 2025 through 2033) and foreign tax credit carryovers of approximately $36.5 million (which will expire in 2015 through 2023). Affinion Holdings and its subsidiaries have state net operating loss carryforwards of approximately $511.0 million (which expire, depending on the jurisdiction, between 2014 and 2033) and state tax credits of $2.1 million (which expire between 2014 and 2018). A full valuation allowance has been recognized with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized. Affinion Holdings and its subsidiaries also have net operating loss carryforwards in foreign jurisdictions. These net operating losses total approximately $172.6 million (of the net operating losses that expire, expiring between 2014 and 2031). Affinion Holdings and its subsidiaries have concluded that a valuation allowance relating to approximately $169.0 million of these net operating losses is required due to the uncertainty of their realization. The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the Section 338 election and uncertain tax positions. The carrying value of Affinion Holdings’ valuation allowance against all of its deferred tax assets at December 31, 2013 and 2012 totaled $688.1 million and $611.2 million, respectively. The increase in valuation allowance of $76.9 million is attributable to an overall increase in net deferred tax assets primarily related to net operating losses. | |||||||||||||
As of December 31, 2013, the Company had federal net operating loss carryforwards of approximately $533.0 million (which will expire in 2025 through 2033) and foreign tax credit carryovers of approximately $36.5 million (which will expire in 2015 through 2023). The Company has state net operating loss carryforwards of approximately $447.8 million (which expire, depending on the jurisdiction, between 2014 and 2033) and state tax credits of $2.1 million (which expire between 2014 and 2018). A full valuation allowance has been recognized with respect to these carryforwards and credits net of the impact of the future reversal of existing taxable temporary differences because it is more likely than not that these assets will not be realized. The Company also has net operating loss carryforwards in foreign jurisdictions. These net operating losses total approximately $172.6 million (of the net operating losses that expire, expiring between 2014 and 2031). The Company has concluded that a valuation allowance relating to approximately $169.0 million of these net operating losses is required due to the uncertainty of their realization. The net operating losses for tax return purposes are different than the net operating losses for financial statement purposes, primarily due to book to tax differences associated with the Section 338 election and uncertain tax positions. The carrying value of the Company’s valuation allowance against all its deferred tax assets at December 31, 2013 and 2012 totaled $593.7 million and $533.2 million, respectively. The increase in valuation allowance of $60.5 million is attributable to an overall increase in net deferred tax assets primarily related to net operating losses. | |||||||||||||
With the exception of South African, Italian and Turkish subsidiaries, foreign taxable income is recognized currently for federal and state income tax purposes because such operations are entities disregarded for federal and state income tax purposes. The Company does not provide for deferred taxes on the excess of the amount for financial reporting over the tax basis in its South African, Italian and Turkish subsidiaries because they are essentially permanent in duration. As of December 31, 2014, there is a $10.1 million deficit in retained earnings of the South African, Italian and Turkish subsidiaries. | |||||||||||||
The effective income tax rate differs from the U.S. federal statutory rate as follows: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
State and local income taxes, net of federal expense | 3.3 | (1.1 | ) | 0.3 | |||||||||
Change in valuation allowance and other | (18.4 | ) | (55.3 | ) | (41.5 | ) | |||||||
Taxes on foreign operations at rates different than U.S. federal rates | (1.1 | ) | (5.2 | ) | (0.3 | ) | |||||||
Foreign tax credits | 0.7 | 6.3 | 7.7 | ||||||||||
Impairment of goodwill and other long-lived assets | (9.9 | ) | — | (12.2 | ) | ||||||||
Non-deductible expenses | (0.3 | ) | 2.3 | (0.5 | ) | ||||||||
9.3 | % | (18.0 | )% | (11.5 | )% | ||||||||
As noted above, the effective tax rate has fluctuated significantly year over year. With the exception of the 2014 goodwill impairment charge, these fluctuations are primarily the result of the change in loss before income taxes and non-controlling interest to $412.4 million for the year ended December 31, 2014 compared to $75.6 million and $88.4 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
The Company was granted a 50% tax holiday in the Swiss canton of Vaud in 2013. The tax holiday is valid for cantonal purposes from the 2012 start date until the end of the 2017 tax period. The tax holiday can be renewed for an additional five year period provided certain conditions are met. | |||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized $(0.6) million, $(0.1) million and $(0.1) million of interest in income tax expense related to uncertain tax positions arising in 2014, 2013 and 2012, respectively. The Company’s gross unrecognized tax benefits decreased by $8.9 million, increased by $4.7 million and decreased by $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, as a result of tax positions for the applicable year. | |||||||||||||
A reconciliation of the beginning and ending amount of tax reserves for uncertain tax positions for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Unrecognized tax benefits – January 1 | $ | 5.2 | $ | 0.5 | $ | 3.8 | |||||||
Gross increase – prior period tax positions | — | — | — | ||||||||||
Gross decrease – lapse in statute of limitations | — | (0.1 | ) | (0.4 | ) | ||||||||
Gross increase – current period tax positions | 0.9 | 7.4 | 0.2 | ||||||||||
Gross decrease – current period tax positions | (9.8 | ) | (2.6 | ) | (3.1 | ) | |||||||
Unrecognized tax benefits – December 31 | $ | (3.7 | ) | $ | 5.2 | $ | 0.5 | ||||||
The Company’s income tax returns are periodically examined by various tax authorities. In connection with these and future examinations, certain tax authorities, including the Internal Revenue Service, may raise issues and impose additional assessments. The Company regularly evaluates the likelihood of additional assessments resulting from these examinations and establishes liabilities, through the provision for income taxes, for potential amounts that may result therefrom. The recognition of uncertain tax benefits are not expected to have a material impact on the Company’s effective tax rate or results of operations. Federal, state and local jurisdictions are subject to examination by the taxing authorities for all open years as prescribed by applicable statute. For significant foreign jurisdictions, tax years in Germany, France, Turkey, Switzerland and the United Kingdom remain open as prescribed by applicable statute. During 2014, income tax waivers were executed in certain states that extend the period subject to examination beyond the period prescribed by statute. There are no significant changes anticipated in accordance with the extension of the income tax statutes in these jurisdictions. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will change significantly within the next 12 months. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES | ||||
Litigation | |||||
In the ordinary course of business, the Company is involved in claims, governmental inquiries and legal proceedings related to employment matters, contract disputes, business practices, trademark and copyright infringement claims and other commercial matters. The Company is also a party to lawsuits which were brought against it and its affiliates and which purport to be a class action in nature and allege that the Company violated certain federal or state consumer protection statutes (as described below). The Company intends to vigorously defend itself against such lawsuits. | |||||
On June 17, 2010, a class action complaint was filed against the Company and Trilegiant Corporation (“Trilegiant”) in the United States District Court for the District of Connecticut. The complaint asserts various causes of action on behalf of a putative nationwide class and a California-only subclass in connection with the sale by Trilegiant of its membership programs, including claims under the Electronic Communications Privacy Act (“ECPA”), the Connecticut Unfair Trade Practices Act (“CUTPA”), the Racketeer Influenced Corrupt Organizations Act (“RICO”), the California Consumers Legal Remedies Act, the California Unfair Competition Law, the California False Advertising Law, and for unjust enrichment. On September 29, 2010, the Company filed a motion to compel arbitration of all of the claims asserted in this lawsuit. On February 24, 2011, the court denied the Company’s motion. On March 28, 2011, the Company and Trilegiant filed a notice of appeal in the United States Court of Appeals for the Second Circuit, appealing the district court’s denial of their motion to compel arbitration. On September 7, 2012, the Second Circuit affirmed the decision of the District Court denying arbitration. While that issue was on appeal, the matter proceeded in the district court. There was written discovery and depositions. Previously, the court had set a briefing schedule on class certification that called for the completion of class certification briefing on May 18, 2012. However, on March 28, 2012, the court suspended the briefing schedule on the motion due to the filing of two other overlapping class actions in the United States District Court for the District of Connecticut. The first of those cases was filed on March 6, 2012, against the Company, Trilegiant, Chase Bank USA, N.A., Bank of America, N.A., Capital One Financial Corp., Citigroup, Inc., Citibank, N.A., Apollo Global Management, LLC, 1-800-Flowers.Com, Inc., United Online, Inc., Memory Lane, Inc., Classmates Int’l, Inc., FTD Group, Inc., Days Inn Worldwide, Inc., Wyndham Worldwide Corp., People Finderspro, Inc., Beckett Media LLC, Buy.com, Inc., Rakuten USA, Inc., IAC/InteractiveCorp., and Shoebuy.com, Inc. The second of those cases was filed on March 25, 2012, against the same defendants as well as Adaptive Marketing, LLC, Vertrue, Inc., Webloyalty.com, Inc., and Wells Fargo & Co. These two cases assert similar claims as the claims asserted in the earlier-filed lawsuit in connection with the sale by Trilegiant of its membership programs. On April 26, 2012, the court consolidated these three cases. The court also set an initial status conference for May 17, 2012. At that status conference, the court ordered that Plaintiffs file a consolidated amended complaint to combine the claims in the three previously separate lawsuits. The court also struck the class certification briefing schedule that had been set previously. On September 7, 2012, the Plaintiffs filed a consolidated amended complaint asserting substantially the same legal claims. The consolidated amended complaint added Priceline, Orbitz, Chase Paymentech, Hotwire, and TigerDirect as Defendants and added three new Plaintiffs; it also dropped Webloyalty and Rakuten as Defendants. On December 7, 2012, all Defendants filed motions seeking to dismiss the consolidated amended complaint and to strike certain portions of the complaint. Plaintiff’s response brief was filed on February 7, 2013, and Defendants’ reply briefs were filed on April 5, 2013. On September 25, 2013, the court held oral argument on the motions to dismiss. On March 28, 2014, the court ruled on the motions to dismiss, granting them in part and denying them in part. The court dismissed the Plaintiffs’ RICO claims and claims under the California Automatic Renewal Statute as to all defendants. The court also dismissed certain named Plaintiffs as their claims were barred either by the statute of limitations and/or a prior settlement agreement. Certain Defendants were also dismissed from the case. The court also struck certain allegations from the consolidated amended complaint, including certain of Plaintiffs’ class action allegations under CUTPA. As to the Company and Trilegiant, the court denied the motion to dismiss certain Plaintiffs’ claims under ECPA and for unjust enrichment, as well as certain other claims of Plaintiffs under CUTPA. | |||||
Also, on December 5, 2012, the Plaintiffs’ law firms in these consolidated cases filed an additional action in the United States District Court for the District of Connecticut. That case is identical in all respects to this case except that it was filed by a new Plaintiff (the named Plaintiff from the class action complaint previously filed against the Company, Trilegiant, 1-800-Flowers.com, and Chase Bank USA, N.A., in the United States District Court for the Eastern District of New York on November 10, 2010). On January 23, 2013, Plaintiff filed a motion to consolidate that case into the existing set of consolidated cases. On June 13, 2013, the Court entered an order staying the date for all Defendants to respond to the Complaint until 21 days after the Court ruled on the motion to consolidate. On March 28, 2014, the Court entered an order granting the motion to consolidate. | |||||
On May 12, 2014, remaining Defendants in the consolidated cases filed answers in which they denied the material allegations of the consolidated amended complaint. On April 28, 2014, Plaintiffs filed a motion seeking interlocutory appellate review of portions of the court’s order of March 28, 2014. Briefing on the motion was completed on June 5, 2014. The Company does not know when the Court will rule on that motion. | |||||
On August 27, 2010, a class action lawsuit was filed against Webloyalty, one of its former clients and one of the credit card associations in the United States District Court for the District of Connecticut alleging, among other things, violations of the Electronic Fund Transfer Act, Electronic Communications Privacy Act, unjust enrichment, civil theft, negligent misrepresentation, fraud and Connecticut Unfair Trade Practices Act violation (the “Connecticut Action”). This lawsuit relates to Webloyalty’s alleged conduct occurring on and after October 1, 2008. On November 1, 2010, the defendants moved to dismiss the initial complaint, which plaintiff then amended on November 19, 2010. On December 23, 2010, Webloyalty filed a second motion to dismiss this lawsuit. On May 15, 2014, the Court heard oral argument on plaintiff’s motion to strike the Company’s request for judicial notice of the plaintiff’s membership enrollment documents filed in support of the Company’s second motion to dismiss. On July 17, 2014, the Court denied plaintiff’s motion to strike. The Court, at the same time, dismissed those claims grounded in fraud, but reserved until further proceedings the determination as to whether all of plaintiff’s claims are grounded in fraud and whether those claims not grounded in fraud are dismissible. The Court permitted the plaintiff until August 15, 2014 to amend his complaint and allowed the parties the opportunity to conduct limited discovery, to be completed by September 26, 2014, concerning the issues addressed in its dismissal order. All other discovery is currently stayed in the case. The July 17, 2014 order indicated that the Court will set a further motion to dismiss briefing schedule following the conclusion of this limited discovery. The plaintiff amended his complaint as scheduled, and the parties conducted limited discovery as ordered. After this limited discovery, the parties proposed a motion to dismiss briefing schedule calling for the defendants to file their opening briefs on January 9, 2015. The plaintiff’s opposition brief is due on March 24, 2015, and the defendants’ reply briefs in response to that opposition are due on April 24, 2015. The Court has not yet scheduled a hearing on the defendants’ motions to dismiss the second amended complaint. | |||||
On June 7, 2012, another class action lawsuit was filed in the U.S. District Court for the Southern District of California against Webloyalty that was factually similar to the Connecticut Action. The action claims that Webloyalty engaged in unlawful business practices in violation of California Business and Professional Code § 17200, et seq. and in violation of the Connecticut Unfair Trade Practices Act. Both claims are based on allegations that in connection with enrollment and billing of the plaintiff, Webloyalty charged plaintiff’s credit or debit card using information obtained through a data pass process and without obtaining directly from plaintiff his full account number, name, address, and contact information, as purportedly required under Restore Online Shoppers’ Confidence Act. On September 25, 2012, Webloyalty filed a motion to dismiss the complaint in its entirety and the Court scheduled a hearing on the motion for January 14, 2013. Webloyalty also sought judicial notice of the enrollment page and related enrollment and account documents. Plaintiff filed his opposition on December 12, 2012, and Webloyalty filed its reply submission on January 7, 2013. Thereafter, on January 10, 2013, the Court cancelled the previously scheduled January 14, 2013 hearing and indicated that it would rule based on the parties’ written submissions without the need for a hearing. On August 28, 2013, the Court sua sponte dismissed plaintiff’s complaint without prejudice with leave to amend by September 30, 2013. The plaintiff filed his amended complaint on September 30, 2013, adding purported claims under the Electronic Communications Privacy Act and for unjust enrichment, money had and received, conversion, civil theft, and invasion of privacy. On December 2, 2013, the Company moved to dismiss plaintiff’s amended complaint. Plaintiff responded to the motion on January 27, 2014. On February 6, 2014, the Court indicated that it would review the submissions and issue a decision on plaintiff’s motion without oral argument. On September 29, 2014, the Court dismissed the plaintiff’s claims on substantive grounds and/or statute of limitations grounds. The Court has allowed the plaintiff 28 days to file a motion demonstrating why a further amendment of the complaint would not be futile. On October 27, 2014, the plaintiff filed a motion for leave to amend the complaint and attached a proposed amended complaint. The Company responded to the motion on November 10, 2014. However, the Court has not yet decided or scheduled a hearing on the plaintiff’s motion. | |||||
On February 7, 2014 a class action lawsuit was filed against the Company and one of its clients in the United States District Court for the District of Massachusetts alleging, among other things, violations of the Electronic Fund Transfer Act and Electronic Communications Privacy Act, unjust enrichment, money had and received, conversion, misrepresentation, violation of the Massachusetts Consumer Protection Act and equitable relief. Claims are based on allegations that plaintiff was enrolled and billed for a package program without plaintiff’s proper consent and knowledge. On April 4, 2014, the Company filed a motion to dismiss. A hearing on that motion was held on July 24, 2014. On March 11, 2015, the magistrate judge to whom the motion was referred by the district court judge issued a report and recommendation granting in part and denying in part the motion to dismiss. The magistrate judge granted the motion to dismiss on the fraud claim, which was dismissed as time-barred, but denied the remainder of the motion. By rule, the Company has until March 25, 2015, to object to the magistrate judge’s recommendation. Any objection will be decided by district court judge, and the Company intends to pursue such an objection. | |||||
On May 12, 2014, a class action lawsuit was filed against the Company and one of its clients in the United States District Court, Northern District of California – San Francisco Division. The complaint alleges plaintiff was unknowingly enrolled in and charged for an Identity Theft Protection program. The defendants moved to compel individual arbitration of the case or in the alternative to dismiss the case, and briefing on that motion concluded on September 26, 2014. On October 31, 2014, the court granted the Company’s motion to compel individual arbitration of the case. There has been no activity in the matter since that time. | |||||
Other Contingencies | |||||
From time to time, the Company receives inquiries from federal and state agencies which may include the Federal Trade Commission, the Federal Communications Commission, the Consumer Financial Protection Bureau (the “CFPB”), state attorneys general and other state regulatory agencies, including state insurance regulators. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings. | |||||
Between December 2008 and February 2011, the Company and its subsidiaries, Trilegiant Corporation and Webloyalty.com, Inc. received inquiries from numerous state attorneys general relating to the legacy marketing practices in their membership business known as “online data pass” and “live-check marketing” and their compliance with state consumer protection statutes. On October 10, 2013, the Company reached a settlement with the following 47 states and the District of Columbia: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. Under the settlement, the Company admitted no wrong-doing with respect to such legacy marketing practices and agreed to refrain from engaging in such marketing practices, which the Company voluntarily eliminated in early 2010. In addition, it agreed to fund a $19.4 million restitution program covering eligible consumers in all 48 jurisdictions participating in the settlement and reimburse the participating jurisdictions for their investigatory costs in an amount of $13.5 million. At December 31, 2014, all payments to the jurisdictions and consumers had been made. The settlement did not include any fine or penalty payments. | |||||
From time to time, our international operations also receive inquiries from consumer protection, insurance or data protection agencies. The Company responds to these matters and requests for documents, some of which may lead to further investigations and proceedings. On January 27, 2015, following voluntary discussions with the Financial Conduct Authority in the United Kingdom (the “FCA”), Affinion International Limited (“AIL”), one of our UK subsidiaries, and 11 UK retail banks and credit card issuers, announced a proposed joint arrangement, which will allow eligible consumers to make claims for compensation in relation to a discontinued benefit in one of AIL’s products. The proposed arrangement must be approved by a majority of those affected consumers who vote at a creditors’ meeting due to be held on June 30, 2015, and must then be approved by the High Court in London at a hearing due to be held in July 2015. If approved, this arrangement will not result in the imposition of any fines on AIL or the Company. Based on the information currently available, the Company has recorded an estimated liability that represents potential consumers’ refunds to be paid by the Company as part of such arrangement. | |||||
On April 18, 2014, Bank of America, N.A. (“Bank of America”) and FIA Card Services, N.A. (“FIA Card Services”) commenced an arbitration proceeding against Trilegiant and Affinion pursuant to the terms of the parties’ servicing agreements. In the arbitration proceeding, Bank of America asserted various causes of action and requests for monetary and other relief, including a demand for contractual indemnification of the losses and costs, including in particular customer refunds and reasonable attorneys’ fees that Bank of America incurred related to consent orders entered into by Bank of America with the Office of the Comptroller of the Currency on April 7, 2014 and with the CFPB on April 9, 2014. On May 16, 2014, Trilegiant commenced two separate arbitration proceedings against Bank of America, asserting that Bank of America breached the parties’ servicing agreements. On July 7, 2014, the parties agreed to stay one of the arbitrations initiated by Trilegiant and to dismiss the other arbitrations without prejudice, pending mediation. On September 22, 2014, Bank of America and Trilegiant participated in a mediation to attempt to resolve their outstanding disputes. The mediation process was ultimately unsuccessful in resolving the parties’ disputes. As such, the parties have resumed the arbitration process. Dispositive motions will be briefed in August 2015, and assuming those are unsuccessful in resolving all outstanding disputes between the parties, the final arbitration hearing is scheduled to take place in mid-October 2015. Assuming the parties submit post-hearing memoranda, a decision is not expected until late 2015 or early 2016. | |||||
In September 2014, the Company received a Notice and Opportunity to Respond and Advise ("NORA") letter indicating that the CFPB was considering taking legal action against the Company for violations of Sections 1031 and 1036 of the Consumer Financial Protection Act relating to the Company’s identity theft protection products. The Company has responded to the NORA letter, but has not yet commenced discussions with the CFPB regarding settlement. Based on the information currently available, the Company has recorded an estimated liability that represents potential consumer refunds and civil monetary penalties to be paid as part of a potential future settlement of the CFPB’s allegations. In connection with the contemplated action, the CFPB may also seek injunctive relief. At this time, it is not possible to predict what, if any, injunctive relief will be sought. | |||||
The Company believes that the amount accrued for the above litigation and contingencies matters, including the CFPB matter, is adequate, and the reasonably possible loss beyond the amounts accrued will not have a material effect on its consolidated financial statements, taken as a whole, based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that accruals are adequate and it intends to vigorously defend itself against such matters, unfavorable resolution could occur, which could have a material effect on the Company’s consolidated financial statements, taken as a whole. | |||||
Surety Bonds and Letters of Credit | |||||
In the ordinary course of business, the Company is required to provide surety bonds to various state authorities in order to operate its membership, insurance and travel agency programs. As of December 31, 2014, the Company provided guarantees for surety bonds totaling approximately $10.7 million and issued letters of credit totaling $15.4 million. | |||||
Leases | |||||
The Company has noncancelable operating leases covering various facilities and equipment. Rent expense totaled $18.5 million, $21.8 million and $20.0 million for the years ended December 31, 2014, 2013 and 2012. At December 31, 2014 and 2013, the Company has accrued $1.0 million and $1.2 million, respectively, included in other long-term liabilities on the consolidated balance sheets, in connection with asset retirement obligations relating to its leased facilities. | |||||
Future minimum lease payments required under non-cancelable operating leases, net of sublease receipts, as of December 31, 2014 are as follows: | |||||
Amount | |||||
(in millions) | |||||
2015 | $ | 20 | |||
2016 | 16.6 | ||||
2017 | 14.8 | ||||
2018 | 13.9 | ||||
2019 | 11.8 | ||||
Thereafter | 37.8 | ||||
Future minimum lease payments | $ | 114.9 | |||
Other Commitments | |||||
In the ordinary course of business, the Company enters into purchase agreements for its marketing and membership program support and travel services. The commitments covered by these agreements as of December 31, 2014 totaled approximately $10.6 million for 2015, $9.5 million for 2016, $2.6 million for 2017 and $2.6 million for 2018. | |||||
In December 2009, the Company entered into an operating lease for a new 140,000 square foot headquarters facility. The lease term for the new headquarters facility extends to 2024. The Company commenced occupancy of the new facility in April 2010. As a result of vacating the prior headquarters facility, the Company recognized a charge during the year ended December 31, 2010 of $8.0 million, comprised principally of future lease costs and related expenses for the prior headquarters facility. During 2011, the Company recognized a charge of $6.2 million, primarily related to the closure of several facilities previously utilized by Webloyalty and an adjustment of the liability associated with the Company’s prior headquarters facility. During 2012, the Company recorded a reduction of the charge previously recorded in connection with the closure of facilities previously utilized by Webloyalty of $0.9 million. During 2013, the Company recognized a facility closure charge of $0.5 million related to vacated premises. During 2014, the Company recognized a facility closure charge of $2.7 million related to vacated premises. At December 31, 2014 and 2013, the Company had accrued $1.1 million and $1.8 million, respectively, related to these facility exit costs, of which $1.1 million is included in other long-term liabilities on the December 31, 2014 consolidated balance sheet and $1.6 million is included in other long-term liabilities and $0.2 million is included in accounts payable and accrued expenses on the December 31, 2013 consolidated balance sheet. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||||
Stock-Based Compensation | 12. STOCK-BASED COMPENSATION | |||||||||||||||||||
In connection with the closing of the Apollo Transactions on October 17, 2005, Affinion Holdings adopted the 2005 Stock Incentive Plan (the “2005 Plan”). The 2005 Plan authorizes the Board of Directors (the “Board”) of Affinion Holdings to grant non-qualified, non-assignable stock options and rights to purchase shares of Affinion Holdings’ common stock to directors and employees of, and consultants to, Affinion Holdings and its subsidiaries. Options granted under the 2005 Plan have an exercise price no less than the fair market value of a share of the underlying common stock on the date of grant. Stock awards have a purchase price determined by the Board. The Board was authorized to grant up to 4.9 million shares of Affinion Holdings’ common stock under the 2005 Plan over a ten year period. As discussed below, no additional grants may be made under Affinion Holdings’ 2005 Plan on or after November 7, 2007, the effective date of the 2007 Plan, as defined below. | ||||||||||||||||||||
In November 2007, Affinion Holdings adopted the 2007 Stock Award Plan (the “2007 Plan”). The 2007 Plan authorizes the Board to grant awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of these awards to directors and employees of, and consultants to, Affinion Holdings and its subsidiaries. Unless otherwise determined by the Board of Directors, options granted under the 2007 Plan will have an exercise price no less than the fair market value of a share of the underlying common stock on the date of grant. Stock awards have a purchase price determined by the Board. The Board was authorized to grant up to 10.0 million shares of Affinion Holdings’ common stock under the 2007 Plan over a ten year period. As of December 31, 2014, there were 0.4 million shares available under the 2007 Plan for future grants. | ||||||||||||||||||||
In connection with the acquisition of Webloyalty in January 2011, the Company assumed the Webloyalty Holdings, Inc. 2005 Equity Award Plan (the “Webloyalty 2005 Plan”). The Webloyalty 2005 Plan, adopted by Webloyalty’s board of directors in May 2005, authorized Webloyalty’s board of directors to grant awards of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and performance compensation awards or any combination of these awards to directors and employees of, and consultants to, Webloyalty. Unless otherwise determined by Webloyalty’s board of directors, incentive stock options granted under the Webloyalty 2005 Plan were to have an exercise price no less than the fair market value of a share of the underlying common stock on the date of grant and nonqualified stock options granted under the Webloyalty 2005 Plan were to have an exercise price no less than the par value of a share of Webloyalty’s common stock on the date of grant. The Webloyalty board of directors was authorized to grant shares of Webloyalty’s common stock under the Webloyalty 2005 Plan over a ten year period. As of December 31, 2014, after conversion of the outstanding options under the Webloyalty 2005 Plan into options to acquire shares of Affinion Holdings’ common stock, there were options to acquire 0.5 million shares of Affinion Holdings’ common stock. On March 28, 2014, the Company modified approximately 0.5 million of the outstanding options under the Webloyalty 2005 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024. At December 31, 2014, the outstanding options had exercise prices ranging from $1.14 to $7.32. All of the outstanding options were vested as of December 31, 2014 and expire between March 2016 and April 2024. | ||||||||||||||||||||
For employee stock awards, the Company recognizes compensation expense, net of estimated forfeitures, over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The Company has elected to recognize compensation cost for awards with only a service condition and have a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | ||||||||||||||||||||
Stock Options | ||||||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, there were no stock options granted to employees from the 2005 Plan. All options previously granted were granted with an exercise price equal to the estimated fair market value of a share of the underlying common stock on the date of grant. | ||||||||||||||||||||
Stock options granted to employees from the 2005 Plan are comprised of three tranches with the following terms: | ||||||||||||||||||||
Tranche A | Tranche B | Tranche C | ||||||||||||||||||
Vesting | Ratably over 5 years* | 100% after 8 years** | 100% after 8 years** | |||||||||||||||||
Initial option term | 10 years | 10 years | 10 years | |||||||||||||||||
* | In the event of a sale of the Company, vesting for tranche A occurs 18 months after the date of sale. | |||||||||||||||||||
** | Tranche B and C vesting would be accelerated upon specified realized returns to Apollo. | |||||||||||||||||||
On March 28, 2014, the Company modified approximately 1.9 million of the outstanding options under the 2005 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024. | ||||||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, 1.4 million, 0.4 million and 0.5 million, respectively, of stock options were granted to employees from the 2007 Plan. All options granted were granted with an exercise price equal to the estimated fair market value of a share of the underlying common stock on the date of grant. | ||||||||||||||||||||
The stock options granted to employees from the 2007 Plan have the following terms: | ||||||||||||||||||||
Vesting period | Ratably over 4 years | |||||||||||||||||||
Initial option term | 10 years | |||||||||||||||||||
On March 28, 2014, the Company modified approximately 2.4 million of the outstanding options under the 2007 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024. | ||||||||||||||||||||
During the year ended December 31, 2014, 0.1 million stock options were granted to members of the Board of Directors. During the years ended December 31, 2013 and 2012, there were no stock options granted to members of the Board of Directors. Generally, options granted to members of the Board of Directors fully vest on the date of grant and have an initial option term of 10 years. On March 28, 2014, the Company modified approximately 0.2 million of the outstanding options granted to members of the Board of Directors, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024. | ||||||||||||||||||||
The fair value of each option award from the 2007 Plan during the years ended December 31, 2014, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions noted in the following table. Expected volatilities are based on historical volatilities of comparable companies. The expected term of the options granted represents the period of time that options are expected to be outstanding, and is based on the average of the requisite service period and the contractual term of the option. | ||||||||||||||||||||
2014 Grants | 2013 Grants | 2012 Grants | ||||||||||||||||||
Expected volatility | 85 | % | 50 | % | 50 | % | ||||||||||||||
Expected life (in years) | 6.25 | 6.25 | 5.89 - 6.25 | |||||||||||||||||
Risk-free interest rate | 2.04 | % | 1.15 | % | 1.15 | % | ||||||||||||||
Expected dividends | — | — | — | |||||||||||||||||
A summary of option activity for the 2005 Plan and the 2007 Plan for the years ended December 31, 2014, 2013 and 2012 is presented below (number of options in thousands): | ||||||||||||||||||||
2005 Plan | 2005 Plan | 2005 Plan | ||||||||||||||||||
Grants to | Grants to | Grants to | Grants to | 2007 Plan | ||||||||||||||||
Employees - | Employees - | Employees - | Board of | Grants to | ||||||||||||||||
Tranche A | Tranche B | Tranche C | Directors | Employees | ||||||||||||||||
Outstanding options at January 1, 2012 | 1,558 | 767 | 767 | 423 | 3,850 | |||||||||||||||
Granted | — | — | — | — | 495 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (168 | ) | (86 | ) | (86 | ) | — | (783 | ) | |||||||||||
Outstanding options at December 31, 2012 | 1,390 | 681 | 681 | 423 | 3,562 | |||||||||||||||
Granted | — | — | — | — | 370 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (44 | ) | (19 | ) | (19 | ) | (71 | ) | (638 | ) | ||||||||||
Outstanding options at December 31, 2013 | 1,346 | 662 | 662 | 352 | 3,294 | |||||||||||||||
Granted | — | — | — | 75 | 1,440 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (237 | ) | (108 | ) | (108 | ) | (44 | ) | (731 | ) | ||||||||||
Outstanding options at December 31, 2014 | 1,109 | 554 | 554 | 383 | 4,003 | |||||||||||||||
Vested or expected to vest at December 31, 2014 | 1,109 | 554 | 554 | 383 | 4,003 | |||||||||||||||
Exercisable options at December 31, 2014 | 1,109 | 538 | 538 | 383 | 1,991 | |||||||||||||||
Weighted average remaining contractual term (in years) | 8.1 | 8.1 | 8.1 | 6.3 | 9.2 | |||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | — | $ | 3.97 | ||||||||||
granted in 2012 | ||||||||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | — | $ | 4 | ||||||||||
granted in 2013 | ||||||||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | 0.83 | $ | 0.83 | ||||||||||
granted in 2014 | ||||||||||||||||||||
Weighted average exercise price of exercisable options | $ | 1.18 | $ | 1.18 | $ | 1.18 | $ | 1.55 | $ | 2.46 | ||||||||||
at December 31, 2014 | ||||||||||||||||||||
Weighted average exercise price of outstanding options | $ | 1.18 | $ | 1.18 | $ | 1.18 | $ | 1.55 | $ | 2.03 | ||||||||||
at December 31, 2014 | ||||||||||||||||||||
The weighted average exercise prices of outstanding options at December 31, 2014, 2013 and 2012 were $1.72, $5.86 and $6.26, respectively. The weighted average exercise prices of options granted and forfeited during 2014 were $1.14 and $4.97, respectively. The weighted average exercise prices of options granted and forfeited during 2013 were $3.97 and $8.34, respectively. The weighted average exercise prices of options granted and forfeited during 2012 were $8.16 and $7.09, respectively. Based on the estimated fair values of options granted, stock-based compensation expense for the years ended December 31, 2014, 2013 and 2012 totaled $6.4 million, $3.7 million and $5.1 million, respectively. The stock-based compensation expense recognized during the year ended December 31, 2014 included $3.4 million of stock-based compensation expense recognized during the three months ended March 31, 2014 related to the modification of certain stock options held by approximately 200 employees. As of December 31, 2014, there was $2.2 million of unrecognized compensation cost related to unvested stock options, which will be recognized over a weighted average period of approximately 1.1 years. | ||||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||||
On March 30, 2012, the Board’s Compensation Committee approved the 2012 Retention Award Program (the “2012 RAP”), which provides for awards of RSUs under the 2007 Stock Award Plan. During the year ended December 31, 2012, the Company granted approximately 1.4 million RSUs to key employees. The RSUs awarded under the 2012 RAP have an aggregate cash election dollar value of approximately $11.3 million and are subject to time-based vesting conditions that run through December 31, 2014. Generally, the number of RSUs awarded to each participant is equal to the quotient of (i) the Dollar Award Value, divided by (ii) $8.16, the value per share of Affinion Holdings’ common stock as of the grant date. Upon vesting of the RSUs, participants are able to settle the RSUs in shares of common stock or elect to receive cash in lieu of shares of common stock upon any of the three vesting dates for such RSUs. Due to the ability of the participants to settle their awards in cash, the Company accounts for these RSUs as a liability award. | ||||||||||||||||||||
A summary of restricted stock unit activity for the years ended December 31, 2014, 2013 and 2012 is presented below (number of restricted stock units in thousands): | ||||||||||||||||||||
Number of | Weighted Average | |||||||||||||||||||
Restricted | Grant Date | |||||||||||||||||||
Stock Units | Fair Value | |||||||||||||||||||
Outstanding restricted unvested awards at January 1, 2012 | 292 | $ | 12.04 | |||||||||||||||||
Granted | 1,387 | 8.16 | ||||||||||||||||||
Vested | (199 | ) | 12.2 | |||||||||||||||||
Forfeited | (147 | ) | 9.8 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2012 | 1,333 | 8.18 | ||||||||||||||||||
Granted | — | — | ||||||||||||||||||
Vested | (838 | ) | 8.19 | |||||||||||||||||
Forfeited | (71 | ) | 8.16 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2013 | 424 | 8.16 | ||||||||||||||||||
Granted | 522 | 1.14 | ||||||||||||||||||
Vested | (332 | ) | 8.16 | |||||||||||||||||
Forfeited | (92 | ) | 8.16 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2014 | 522 | $ | 1.14 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 0.6 | |||||||||||||||||||
Based on the estimated fair value of the restricted stock units granted, stock-based compensation expense for the years ended December 31, 2014, 2013 and 2012 was $1.1 million, $5.9 million and $6.1 million, respectively. As of December 31, 2014, there was $0.3 million of unrecognized compensation cost related to the remaining vesting period of restricted stock units granted under the 2007 Plan. This cost will be recorded in future periods as stock-based compensation expense over a weighted average period of approximately 0.5 years. | ||||||||||||||||||||
Performance Incentive Awards | ||||||||||||||||||||
On April 1, 2014, the Compensation Committee of the Board approved the terms of the Affinion Group Holdings, Inc. 2014 Performance Incentive Award Program (the “Performance Program”), an equity and cash incentive award program intended to foster retention of key employees of the Company. The awards to key employees consist of performance incentive units (“PIUs”) and a cash incentive award (“CIA”) and the aggregate cash value of awarded PIUs and CIA comprise the Award Value. The number of PIUs awarded to a participant, which will be awarded from the 2007 Plan, will be equal to the quotient of (i) 50% of the Award Value divided by (ii) the fair market value per share of common stock as of the grant date, which was determined to be $1.14. The amount of the CIA granted to a participant is equal to 50% of the Award Value. Each of the two components of an award is subject to adjustment based on the achievement of performance goals. The awards are subject to certain performance and time-based vesting factors. The maximum number of PIUs and the maximum amount of the CIA into which a participant will be eligible to vest will be determined based on the achievement of certain overall corporate and business unit performance goals, as applicable, during the 2014 calendar year. A participant’s maximum amount of PIUs and the maximum amount of a participant’s CIA will vest in three substantially equal installments on March 15, 2015, 2016 and 2017, subject to that participant’s continued service with the Company on each applicable vesting date. Each PIU that vests on a vesting date will be settled for a share of common stock and for the portion of the CIA that vests on a vesting date the Company will pay the participant an amount equal to the vested portion of the CIA. The aggregate award value granted to participants under the Performance Program was approximately $9.6 million, subject to adjustment as described above. As of December 31, 2014, the outstanding aggregate award value granted to participants under the Performance Program was approximately $9.0 million, net of forfeitures of approximately $0.6 million. During the year ended December 31, 2014, compensation expense of $2.2 million was recognized, of which $1.1 million related to the common stock portion of the Performance Program awards. As of December 31, 2014, there was $6.7 million of unrecognized compensation cost related to the Performance Program, which will be recognized over a weighted average period of approximately 1.1 years. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plans | 13. EMPLOYEE BENEFIT PLANS |
The Company sponsors a domestic defined contribution savings plan that provides certain eligible employees an opportunity to accumulate funds for retirement. Under the domestic 401(k) defined contribution plan, the Company matched the contributions of participating employees based on 100% of the first 4% of the participating employee’s contributions up to 4% of the participating employee’s salary. The Company also sponsors certain other international defined contribution retirement plans that are customary in each local country. Under these local country defined contribution plans, the Company contributes between 6% and 10% of each participating employee’s salary or as otherwise provided by the plan. The Company recorded aggregate defined contribution plan expense of $7.4 million, $7.1 million and $6.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The Company sponsors certain other international defined benefit retirement plans that are customary in each local country, including a multi-employer plan in one country. Under these local country defined benefit pension plans, benefits are based on a percentage of an employee’s final average salary or as otherwise described by the plan. These plans are not material, individually or in the aggregate, to the consolidated financial statements. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS |
Post-Closing Relationships with Cendant | |
Cendant has agreed to indemnify the Company, Affinion Holdings and the Company’s affiliates (collectively the “indemnified parties”) for breaches of representations, warranties and covenants made by Cendant, as well as for other specified matters, certain of which are described below. Affinion Holdings and the Company have agreed to indemnify Cendant for breaches of representations, warranties and covenants made in the purchase agreement, as well as for certain other specified matters. Generally, all parties’ indemnification obligations with respect to breaches of representations and warranties (except with respect to the matters described below) (i) are subject to a $0.1 million occurrence threshold, (ii) are not effective until the aggregate amount of losses suffered by the indemnified party exceeds $15.0 million (and then only for the amount of losses exceeding $15.0 million) and (iii) are limited to $275.1 million of recovery. Generally, subject to certain exceptions of greater duration, the parties’ indemnification obligations with respect to representations and warranties survived until April 15, 2007 with indemnification obligations related to covenants surviving until the applicable covenant has been fully performed. | |
In connection with the purchase agreement, Cendant agreed to specific indemnification obligations with respect to the matters described below. | |
Excluded Litigation. Cendant has agreed to fully indemnify the indemnified parties with respect to any pending or future litigation, arbitration, or other proceeding relating to accounting irregularities in the former CUC International, Inc. announced on April 15, 1998. | |
Certain Litigation and Compliance with Law Matters. Cendant has agreed to indemnify the indemnified parties up to specified amounts for: (a) breaches of its representations and warranties with respect to legal proceedings that (1) occur after the date of the purchase agreement, (2) relate to facts and circumstances related to the business of AGLLC or Affinion International Holdings Limited (“Affinion International”) and (3) constitute a breach or violation of its compliance with law representations and warranties and (b) breaches of its representations and warranties with respect to compliance with laws to the extent related to the business of AGLLC or Affinion International. | |
Cendant, Affinion Holdings and the Company have agreed that losses up to $15.0 million incurred with respect to these matters will be borne solely by the Company and losses in excess of $15.0 million will be shared by the parties in accordance with agreed upon allocations. The Company has the right at all times to control litigation related to shared losses and Cendant has consultation rights with respect to such litigation. | |
Prior to 2009, Cendant (i) distributed the equity interests it previously held in its hospitality services business (“Wyndham”) and its real estate services business (“Realogy”) to Cendant stockholders and (ii) sold its travel services business (“Travelport”) to a third party. Cendant continues as a re-named publicly traded company which owns the vehicle rental business (“Avis Budget,” together with Wyndham and Realogy, the “Cendant Entities”). Subject to certain exceptions, Wyndham and Realogy have agreed to share Cendant’s contingent and other liabilities (including its indemnity obligations to the Company described above and other liabilities to the Company in connection with the Apollo Transactions) in specified percentages. If any Cendant Entity defaults in its payment, when due, of any such liabilities, the remaining Cendant Entities are required to pay an equal portion of the amounts in default. Wyndham held a portion of the preferred stock issued in connection with the Apollo Transactions until the preferred stock was redeemed in 2011, and a portion of the warrants issued in connection with the Apollo Transactions until the warrants expired in 2011, while Realogy was subsequently acquired by an affiliate of Apollo and remained an affiliate of Apollo until July 2013. Therefore, for the years ended December 31, 2013 and 2012, only Realogy remained a related party and for the year ended December 31, 2014, none of the Cendant Entities were related parties. | |
Other Agreements | |
On October 17, 2005, Apollo entered into a consulting agreement with the Company for the provision of certain structuring and advisory services. The consulting agreement allows Apollo and its affiliates to provide certain advisory services for a period of twelve years or until Apollo owns less than 5% of the beneficial economic interests of the Company, whichever is earlier. The agreement could be terminated earlier by mutual consent. The Company was required to pay Apollo an annual fee of $2.0 million for these services commencing in 2006. On January 14, 2011, the Company and Apollo entered into an Amended and Restated Consulting Agreement (“Consulting Agreement”), pursuant to which Apollo and its affiliates will continue to provide Affinion with certain advisory services on substantially the same terms as the previous consulting agreement, except that the annual fee paid by Affinion increased to $2.6 million from $2.0 million, commencing January 1, 2012, with an additional one-time fee of $0.6 million which was paid in January 2011 in respect of calendar year 2011. In connection with the December 2013 refinancing of Affinion’s 2006 senior subordinated notes and Affinion Holdings’ 2010 senior notes, Apollo and the Company further amended the consulting agreement, pursuant to which Apollo will not be paid any fees due under the consulting agreement until such time as none of Affinion Holdings’ 2013 senior notes remain outstanding. The amounts expensed related to this consulting agreement were $2.6 million for each of the years ended December 31, 2014, 2013 and 2012, which are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income. If a transaction is consummated involving a change of control or an initial public offering, then, in lieu of the annual consulting fee and subject to certain qualifications, Apollo may elect to receive a lump sum payment equal to the present value of all consulting fees payable through the end of the term of the consulting agreement. | |
In addition, the Company will be required to pay Apollo a transaction fee if it engages in any merger, acquisition or similar transaction. The Company will also indemnify Apollo and its affiliates and their directors, officers and representatives for potential losses relating to the services to be provided under the consulting agreement. | |
In July 2006, affiliates of Apollo acquired one of the Company’s vendors, SOURCEHOV, LLC (formerly SOURCECORP Incorporated), that provided document and information services to the Company. The fees incurred for these services were $0.6 million and $0.7 million, respectively, for the years ended December 31, 2013 and 2012, which are included in cost of revenues in the accompanying consolidated statements of comprehensive income. As a result of the sale in 2013 of SOURCEHOV, LLC by the affiliates of Apollo, SOURCEHOV, LLC was not a related party during the year ended December 31, 2014. | |
During the year ended December 31, 2012, the Company purchased $4.1 million of gift cards from AMC Entertainment, Inc., a company previously owned by an affiliate of Apollo. The cost of the gift cards, which were utilized primarily for loyalty program fulfillment, is included as a contra-revenue in the consolidated statement of comprehensive income. As a result of the sale in 2012 of AMC Entertainment, Inc. by the affiliate of Apollo, AMC Entertainment, Inc. was not a related party during the years ended December 31, 2014 and 2013. | |
In July 2014, Novitex Enterprise Solutions, a document outsourcing provider owned by affiliates of Apollo, commenced providing administrative services to the Company. During the year ended December 31, 2014, the Company recognized expenses of $0.4 million, which are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income. | |
SkyMall, which was acquired by the Company in September 2014, provides fulfillment services to Caesar’s Entertainment Corporation, which is owned by an affiliate of Apollo. During the period from September 9, 2014 through December 31, 2014, the Company fulfilled merchandise and gift cards of $6.8 million and $3.2 million, respectively, which are included in revenue, net of the cost to acquire the merchandise and gift cards, in the accompanying statement of comprehensive income for the year ended December 31, 2014. | |
On January 28, 2010, the Company acquired an ownership interest of approximately 5%, subsequently reduced to approximately 2.9%, in Alclear Holdings, LLC (“Alclear”) for $1.0 million. A family member of one of the Company’s directors controls and partially funded Alclear and serves as its chief executive officer. The Company provides support services to Alclear and recognized revenue of $0.5 million, $0.9 million and $1.1 million, respectively, for the years ended December 30, 2014, 2013 and 2012. | |
On January 14, 2011, in connection with the acquisition of Webloyalty, Mr. Richard J. Fernandes received warrants to purchase shares of Affinion Holdings’ common stock that were exercisable, in whole or in part, at any time between January 14, 2011 and May 12, 2012. The warrants expired on May 12, 2012 without being exercised. | |
On April 9, 2012, the Company declared, and on April 10, 2012, the Company paid a dividend of $37.0 million to Affinion Holdings, utilizing available cash on hand. Affinion Holdings utilized the proceeds of the dividend to make interest payments on its senior notes. | |
On May 8, 2013, in connection with his resignation as Chief Executive Officer of Global Retail Services and Co-President of Affinion, Mr. Richard J. Fernandes entered into a consulting agreement with Trilegiant Corporation, a wholly owned subsidiary of the Company, effective May 13, 2013, pursuant to which he would continue working with the Company until the one-year anniversary of such resignation. The contract was subsequently amended to extend the term on a month-to-month basis and the contract may be terminated by either party upon thirty days written notice. Mr. Fernandes provides certain consulting services to the Company on a part-time basis and receives a fee of $7,500 per month, subject to increase depending on the level of consulting services provided. The agreement also provides for reimbursement of Mr. Fernandes’ out-of-pocket business and travel expenses and for his healthcare insurance costs during the contract period. | |
On November 13, 2013, the Company loaned $18.9 million to Affinion Holdings to be utilized by Affinion Holdings to make the November 2013 interest payments on its 2010 senior notes. On December 11, 2013, the Company loaned $2.6 million to Affinion Holdings to be utilized by Affinion Holdings to make interest payments on its 2010 senior notes to tendering debt holders participating in Affinion Holdings’ debt exchange. On May 13, 2014 and November 14, 2014, the Company loaned $1.9 million to Affinion Holdings to be utilized by Affinion Holdings to make interest payments on its 2010 senior notes. |
Financial_Instruments
Financial Instruments | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Financial Instruments | 15. FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||||||||
Interest Rate Swaps | |||||||||||||||||||||||||||||||||
In January 2009, the Company entered into an interest rate swap effective February 21, 2011. The swap had a notional amount of $500.0 million and terminated on October 17, 2012. Under the swap, the Company agreed to pay a fixed rate of interest of 2.985%, payable on a quarterly basis with the first interest payment due on May 12, 2011, in exchange for receiving floating payments based on a three-month LIBOR on the notional amount for each applicable period. | |||||||||||||||||||||||||||||||||
All outstanding interest rate swaps were recorded at fair value, either as an asset or liability. The changes in the fair value of the swaps, which were not designated as hedging instruments, are included in interest expense in the accompanying consolidated statements of comprehensive income. For the year ended December 31, 2012, the Company recorded interest expense of $1.2 million related to the interest rate swap. There was no interest expense recorded during the years ended December 31, 2014 and 2013 related to the interest rate swaps. | |||||||||||||||||||||||||||||||||
As disclosed in Note 2—Summary of Significant Accounting Policies, as a matter of policy, the Company does not use derivatives for trading or speculative purposes. | |||||||||||||||||||||||||||||||||
The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2014. | |||||||||||||||||||||||||||||||||
Fair Value At | |||||||||||||||||||||||||||||||||
2020 and | December 31, | ||||||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | 2014 | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Fixed rate debt | $ | 3.1 | $ | 0.3 | $ | — | $ | 835 | $ | — | $ | — | $ | 838.4 | $ | 599.2 | |||||||||||||||||
Average interest rate | 10.3 | % | 10.3 | % | 10.3 | % | 9.73 | % | |||||||||||||||||||||||||
Variable rate debt | $ | 7.7 | $ | 7.8 | $ | 7.8 | $ | 1,175.90 | $ | — | $ | — | $ | 1,199.20 | $ | 1,101.70 | |||||||||||||||||
Average interest rate (a) | 7.38 | % | 7.38 | % | 7.38 | % | 7.78 | % | |||||||||||||||||||||||||
(a) | Average interest rate is based on rates in effect at December 31, 2014. | ||||||||||||||||||||||||||||||||
Foreign Currency Forward Contracts | |||||||||||||||||||||||||||||||||
On a limited basis the Company has entered into 30 day foreign currency forward contracts, and upon expiration of the contracts, entered into successive 30 day foreign currency forward contracts. The contracts have been entered into to mitigate the Company’s foreign currency exposures related to intercompany loans which are not expected to be repaid within the next twelve months and that are denominated in Euros and British pounds. At December 31, 2014, the Company had in place contracts to sell EUR 26.6 million and receive $32.3 million and to sell GBP 13.9 million and receive $21.6 million. | |||||||||||||||||||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company recognized a realized gain of $5.0 million, a realized loss of $1.7 million and a realized loss of $1.9 million, respectively, on the forward contracts. The Company had a de minimis unrealized gain as of December 31, 2014 on the foreign currency forward contracts. | |||||||||||||||||||||||||||||||||
Credit Risk and Exposure | |||||||||||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of receivables, profit-sharing receivables from insurance carriers, prepaid commissions and interest rate swaps. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. As of December 31, 2013, approximately $36.2 million of the profit-sharing receivables from insurance carriers were due from one insurance carrier. Receivables and profit-sharing receivables from insurance carriers are due from various marketing, insurance and business partners and the Company maintains an allowance for losses, based upon expected collectability. Commission advances are periodically evaluated as to recovery. | |||||||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||||||
The Company determines the fair value of financial instruments as follows: | |||||||||||||||||||||||||||||||||
a. | Cash and Cash Equivalents, Restricted Cash, Receivables, Profit-Sharing Receivables from Insurance Carriers and Accounts Payable—Carrying amounts approximate fair value at December 31, 2014 and 2013 due to the short-term maturities of these assets and liabilities. | ||||||||||||||||||||||||||||||||
b. | Long-Term Debt—The Company’s estimated fair value of its long-term fixed-rate debt at December 31, 2014 and 2013 is based upon available information for debt having similar terms and risks. The fair value of the publicly-traded debt is the published market price per unit multiplied by the number of units held or issued without consideration of transaction costs. The fair value of the non-publicly-traded debt, substantially all of which is variable-rate debt, is based on third party indicative valuations and estimates prepared by the Company after consideration of the creditworthiness of the counterparties. | ||||||||||||||||||||||||||||||||
c. | Foreign Currency Forward Contracts—At December 31, 2014 and 2013, the Company’s estimated fair value of its foreign currency forward contracts is based upon available market information. The fair value of the foreign currency forward contracts is based on significant other observable inputs, adjusted for contract restrictions and other terms specific to the foreign currency forward contracts. The fair value has been determined after consideration of foreign currency exchange rates and the creditworthiness of the parties to the foreign currency forward contracts. The counterparty to the foreign currency forward contracts is a major financial institution. The Company does not expect any losses from non-performance by this counterparty. | ||||||||||||||||||||||||||||||||
Current accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Level 1 inputs to a fair value measurement are quoted market prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. | |||||||||||||||||||||||||||||||||
There were no financial instruments measured at fair value on a recurring basis as of December 31, 2014 and 2013, other than foreign currency forward contracts. Such contracts have historically had a term of approximately thirty days and have been held to maturity. The fair value of the foreign currency forward contracts is measured based on significant observable inputs (Level 2). | |||||||||||||||||||||||||||||||||
The following tables summarize assets measured at fair value using Level 3 inputs on a nonrecurring basis subsequent to initial recognition: | |||||||||||||||||||||||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||||||||||||||||||
Impairment | |||||||||||||||||||||||||||||||||
Losses | |||||||||||||||||||||||||||||||||
Fair Value at | Quoted Prices in Active | Significant Other | Significant | Year | |||||||||||||||||||||||||||||
December 31, | Markets for Identical | Observable | Unobservable | Ended | |||||||||||||||||||||||||||||
2014 | Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | December 31, 2014 | |||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Goodwill - Membership Products | $ | 89.6 | $ | — | $ | — | $ | 89.6 | $ | (292.4 | ) | ||||||||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||||||||||||||||||
Impairment | |||||||||||||||||||||||||||||||||
Losses | |||||||||||||||||||||||||||||||||
Fair Value at | Quoted Prices in Active | Significant Other | Significant | Year | |||||||||||||||||||||||||||||
December 31, | Markets for Identical | Observable | Unobservable | Ended | |||||||||||||||||||||||||||||
2013 | Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | December 31, 2013 | |||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Property and equipment | $ | — | $ | — | $ | — | $ | — | $ | (0.3 | ) | ||||||||||||||||||||||
Intangible assets | — | — | — | — | (1.3 | ) | |||||||||||||||||||||||||||
Equity investment | — | — | — | — | 0.7 | ||||||||||||||||||||||||||||
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Information | 16. SEGMENT INFORMATION | ||||||||||||
Management evaluates the operating results of each of its reportable segments based upon several factors, of which the primary factors are revenue and “Segment EBITDA,” which the Company defines as income from operations before depreciation and amortization. The presentation of Segment EBITDA may not be comparable to similarly titled measures used by other companies. | |||||||||||||
The Segment EBITDA of the Company’s four reportable segments does not include general corporate expenses or charges for the impairment of goodwill and other long-lived assets. General corporate expenses include costs and expenses that are of a general corporate nature or managed on a corporate basis, including primarily stock-based compensation expense and consulting fees to Apollo. The 2014 impairment charge represents the write-off of a portion of the goodwill attributed to the Membership Products segment. These items have been excluded from the presentation of the Segment EBITDA for the Company’s four reportable segments because they are not reported to the chief operating decision maker for purposes of allocating resources among operating segments or assessing operating segment performance. The accounting policies of the reportable segments are the same as those described in Note 2—Summary of Significant Accounting Policies. | |||||||||||||
Net Revenues | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 446.9 | $ | 531.9 | $ | 706.1 | |||||||
Insurance and Package Products | 264 | 298.5 | 332 | ||||||||||
Global Loyalty Products | 170.9 | 169.8 | 155.6 | ||||||||||
International Products | 362.9 | 336.7 | 303.2 | ||||||||||
Eliminations | (1.9 | ) | (2.2 | ) | (2.3 | ) | |||||||
$ | 1,242.80 | $ | 1,334.70 | $ | 1,494.60 | ||||||||
Inter-segment net revenues were not significant to the net revenues of any one segment. | |||||||||||||
Segment EBITDA | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 62.2 | $ | 85.9 | $ | 125.2 | |||||||
Insurance and Package Products | 63.1 | 65 | 103.9 | ||||||||||
Global Loyalty Products | 68.1 | 67 | 54.6 | ||||||||||
International Products | 2.6 | 9.8 | 19.6 | ||||||||||
Total products | 196 | 227.7 | 303.3 | ||||||||||
Corporate | (21.2 | ) | (22.8 | ) | (17.8 | ) | |||||||
Impairment of goodwill and other long-lived assets | (292.4 | ) | (1.6 | ) | (39.7 | ) | |||||||
Total Segment EBITDA | $ | (117.6 | ) | $ | 203.3 | $ | 245.8 | ||||||
Provided below is a reconciliation of Segment EBITDA to income from operations. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Segment EBITDA | $ | (117.6 | ) | $ | 203.3 | $ | 245.8 | ||||||
Depreciation and amortization | (109.7 | ) | (113.9 | ) | (184.5 | ) | |||||||
Income from operations | $ | (227.3 | ) | $ | 89.4 | $ | 61.3 | ||||||
Depreciation and Amortization | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 35.3 | $ | 45.5 | $ | 80.7 | |||||||
Insurance and Package Products | 25.4 | 26.6 | 51.2 | ||||||||||
Global Loyalty Products | 16.9 | 14.5 | 14.3 | ||||||||||
International Products | 32.1 | 27.3 | 38.3 | ||||||||||
Total Depreciation and | $ | 109.7 | $ | 113.9 | $ | 184.5 | |||||||
Amortization | |||||||||||||
Segment Assets | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 236.3 | $ | 545.8 | |||||||||
Insurance and Package Products | 160.5 | 227.1 | |||||||||||
Global Loyalty Products | 265.4 | 216.1 | |||||||||||
International Products | 282.8 | 312.5 | |||||||||||
Total Products | 945 | 1,301.50 | |||||||||||
Corporate | 92.7 | 83 | |||||||||||
Total Assets | $ | 1,037.70 | $ | 1,384.50 | |||||||||
Capital Expenditures | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 11.6 | $ | 13.9 | $ | 23.2 | |||||||
Insurance and Package Products | 1.6 | 0.6 | 0.2 | ||||||||||
Global Loyalty Products | 17.1 | 8.7 | 2.9 | ||||||||||
International Products | 23.2 | 19.8 | 26.1 | ||||||||||
53.5 | 43 | 52.4 | |||||||||||
Corporate | (2.5 | ) | 3.3 | (0.7 | ) | ||||||||
Total Capital Expenditures | $ | 51 | $ | 46.3 | $ | 51.7 | |||||||
Total Revenues | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
U.S. | $ | 880 | $ | 998 | $ | 1,191.40 | |||||||
U.K. | 152.1 | 149 | 154.9 | ||||||||||
Other | 210.7 | 187.7 | 148.3 | ||||||||||
Total Revenues | $ | 1,242.80 | $ | 1,334.70 | $ | 1,494.60 | |||||||
Total Assets | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
U.S. | $ | 754.9 | $ | 1,072.00 | |||||||||
U.K. | 141.6 | 142 | |||||||||||
Other | 141.2 | 170.5 | |||||||||||
Total Assets | $ | 1,037.70 | $ | 1,384.50 | |||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Data [Abstract] | |||||||||||||||||
Selected Quarterly Financial Data | 17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
Provided below is unaudited selected quarterly financial data for 2014 and 2013: | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in millions) | |||||||||||||||||
2014 | |||||||||||||||||
Net revenues | $ | 321.4 | $ | 303.8 | $ | 303 | $ | 314.6 | |||||||||
Marketing and commissions | $ | 125.4 | $ | 120.1 | $ | 114.8 | $ | 121.6 | |||||||||
Operating costs | $ | 108 | $ | 106 | $ | 96.7 | $ | 101.2 | |||||||||
General and administrative | $ | 50.1 | $ | 40.3 | $ | 50.6 | $ | 30.5 | |||||||||
Impairment of goodwill and other long-lived assets | $ | — | $ | — | $ | — | $ | 292.4 | |||||||||
Facility exit costs | $ | (0.1 | ) | $ | 0.7 | $ | 1.1 | $ | 1 | ||||||||
Depreciation and amortization | $ | 25 | $ | 29.1 | $ | 27.2 | $ | 28.4 | |||||||||
Net loss | $ | (36.1 | ) | $ | (48.5 | ) | $ | (30.9 | ) | $ | (258.4 | ) | |||||
2013 | |||||||||||||||||
Net revenues | $ | 347.4 | $ | 336.1 | $ | 339.4 | $ | 311.8 | |||||||||
Marketing and commissions | $ | 117.7 | $ | 127.2 | $ | 130.2 | $ | 158.1 | |||||||||
Operating costs | $ | 116.2 | $ | 104.5 | $ | 107.5 | $ | 111.2 | |||||||||
General and administrative | $ | 42.1 | $ | 44.7 | $ | 31.9 | $ | 38 | |||||||||
Impairment of goodwill and other long-lived assets | $ | — | $ | — | $ | — | $ | 1.6 | |||||||||
Facility exit costs | $ | — | $ | 0.5 | $ | — | $ | — | |||||||||
Depreciation and amortization | $ | 29.6 | $ | 28.4 | $ | 28.3 | $ | 27.6 | |||||||||
Net loss | $ | (4.5 | ) | $ | (13.4 | ) | $ | (3.3 | ) | $ | (68.0 | ) | |||||
GuarantorNonGuarantor_Suppleme
Guarantor/Non-Guarantor Supplemental Financial Information | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Guarantor/Non-Guarantor Supplemental Financial Information | 18. GUARANTOR/NON-GUARANTOR SUPPLEMENTAL FINANCIAL INFORMATION | ||||||||||||||||||||
The following supplemental condensed consolidating financial information presents, in separate columns, the condensed consolidating balance sheets as of December 31, 2014 and 2013, and the related condensed consolidating statements of operations and cash flows for the years ended December 31, 2014, 2013 and 2012 for (i) the Company (Affinion Group, Inc.) on a parent-only basis, with its investment in subsidiaries recorded under the equity method, (ii) the Guarantor Subsidiaries, which are comprised of substantially all of the Company’s domestic operations, on a combined basis, (iii) the Non-Guarantor Subsidiaries, which are comprised of substantially all of the Company’s international operations, on a combined basis and (iv) the Company on a consolidated basis. The guarantees are full and unconditional and joint and several obligations of each of the guarantor subsidiaries, all of which are 100% owned by the Company. There are no significant restrictions on the ability of the Company to obtain funds from any of its guarantor subsidiaries by dividends or loan. | |||||||||||||||||||||
The supplemental financial information has been presented in lieu of separate financial statements of the guarantors as such separate financial statements are not considered meaningful. | |||||||||||||||||||||
The supplemental condensed consolidating financial information presented includes Propp Corp. and SkyMall Ventures, LLC, each a recently acquired subsidiary, as Guarantor Subsidiaries. Propp Corp. and SkyMall Ventures, LLC guarantee the 2010 senior notes and the 2013 senior subordinated notes, but do not guarantee the 2006 senior subordinated notes. | |||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
AS OF DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 7.8 | $ | 2.5 | $ | 17.7 | $ | — | $ | 28 | |||||||||||
Restricted cash | 1.7 | 17.6 | 16.5 | — | 35.8 | ||||||||||||||||
Receivables, net | 1.4 | 62.2 | 55.7 | — | 119.3 | ||||||||||||||||
Profit-sharing receivables from insurance carriers | — | 28.7 | — | — | 28.7 | ||||||||||||||||
Prepaid commissions | — | 41.8 | 6.2 | — | 48 | ||||||||||||||||
Income taxes receivable | — | 0.4 | 0.9 | — | 1.3 | ||||||||||||||||
Intercompany interest receivable | 0.4 | — | 18.2 | (18.6 | ) | — | |||||||||||||||
Other current assets | 11.7 | 58.2 | 34.7 | — | 104.6 | ||||||||||||||||
Total current assets | 23 | 211.4 | 149.9 | (18.6 | ) | 365.7 | |||||||||||||||
Property and equipment, net | 5.4 | 90.9 | 42.7 | — | 139 | ||||||||||||||||
Contract rights and list fees, net | — | 16.7 | — | — | 16.7 | ||||||||||||||||
Goodwill | — | 245.4 | 76.8 | — | 322.2 | ||||||||||||||||
Other intangibles, net | — | 81.3 | 22 | — | 103.3 | ||||||||||||||||
Receivables from related parties | 25.2 | — | — | — | 25.2 | ||||||||||||||||
Investment in subsidiaries | 2,242.00 | 52.1 | 63.9 | (2,358.0 | ) | — | |||||||||||||||
Investment in intercompany notes | — | — | 360 | (360.0 | ) | — | |||||||||||||||
Intercompany loan receivable | 202.5 | 20.1 | — | (222.6 | ) | — | |||||||||||||||
Intercompany receivables | — | 1,916.10 | — | (1,916.1 | ) | — | |||||||||||||||
Other non-current assets | 23.9 | 27.7 | 14 | — | 65.6 | ||||||||||||||||
Total assets | $ | 2,522.00 | $ | 2,661.70 | $ | 729.3 | $ | (4,875.3 | ) | $ | 1,037.70 | ||||||||||
Liabilities and Deficit | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10.3 | $ | 0.5 | $ | — | $ | — | $ | 10.8 | |||||||||||
Accounts payable and accrued expenses | 79.1 | 174.9 | 157.8 | — | 411.8 | ||||||||||||||||
Payables to related parties | 45 | 0.2 | — | — | 45.2 | ||||||||||||||||
Intercompany interest payable | 18.2 | — | 0.4 | (18.6 | ) | — | |||||||||||||||
Deferred revenue | — | 61.5 | 28.4 | — | 89.9 | ||||||||||||||||
Income taxes payable | 0.7 | — | 2.5 | — | 3.2 | ||||||||||||||||
Total current liabilities | 153.3 | 237.1 | 189.1 | (18.6 | ) | 560.9 | |||||||||||||||
Long-term debt | 1,664.70 | 0.4 | 353.3 | — | 2,018.40 | ||||||||||||||||
Deferred income taxes | — | 30.9 | 2.1 | — | 33 | ||||||||||||||||
Deferred revenue | — | 5.1 | 4.9 | — | 10 | ||||||||||||||||
Intercompany notes payable | 360 | — | — | (360.0 | ) | — | |||||||||||||||
Intercompany loans payable | — | — | 222.6 | (222.6 | ) | — | |||||||||||||||
Intercompany payables | 1,899.70 | — | 16.4 | (1,916.1 | ) | — | |||||||||||||||
Other long-term liabilities | 3.1 | 25 | 3.2 | — | 31.3 | ||||||||||||||||
Total liabilities | 4,080.80 | 298.5 | 791.6 | (2,517.3 | ) | 2,653.60 | |||||||||||||||
Total Affinion Group, Inc. deficit | (1,558.8 | ) | 2,363.20 | (63.4 | ) | (2,358.0 | ) | (1,617.0 | ) | ||||||||||||
Non-controlling interest in subsidiary | — | — | 1.1 | — | 1.1 | ||||||||||||||||
Total deficit | (1,558.8 | ) | 2,363.20 | (62.3 | ) | (2,358.0 | ) | (1,615.9 | ) | ||||||||||||
Total liabilities and deficit | $ | 2,522.00 | $ | 2,661.70 | $ | 729.3 | $ | (4,875.3 | ) | $ | 1,037.70 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
AS OF DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1.7 | $ | 2.9 | $ | 15 | $ | — | $ | 19.6 | |||||||||||
Restricted cash | 1.6 | 18.9 | 16.1 | — | 36.6 | ||||||||||||||||
Receivables, net | 2.9 | 76.6 | 53 | — | 132.5 | ||||||||||||||||
Profit-sharing receivables from insurance carriers | — | 64.7 | — | — | 64.7 | ||||||||||||||||
Prepaid commissions | — | 29.8 | 7.7 | — | 37.5 | ||||||||||||||||
Income taxes receivable | — | 0.6 | 2 | — | 2.6 | ||||||||||||||||
Intercompany interest receivable | 0.7 | — | 2.5 | (3.2 | ) | — | |||||||||||||||
Other current assets | 8.2 | 36 | 43.2 | — | 87.4 | ||||||||||||||||
Total current assets | 15.1 | 229.5 | 139.5 | (3.2 | ) | 380.9 | |||||||||||||||
Property and equipment, net | 9.2 | 90.5 | 40.7 | — | 140.4 | ||||||||||||||||
Contract rights and list fees, net | — | 19.1 | — | — | 19.1 | ||||||||||||||||
Goodwill | — | 522 | 84.3 | — | 606.3 | ||||||||||||||||
Other intangibles, net | — | 115.1 | 38.7 | — | 153.8 | ||||||||||||||||
Receivables from related parties | 21.5 | — | — | — | 21.5 | ||||||||||||||||
Investment in subsidiaries | 2,312.90 | 52.1 | 63.9 | (2,428.9 | ) | — | |||||||||||||||
Investment in intercompany notes | — | — | 360 | (360.0 | ) | — | |||||||||||||||
Intercompany loan receivable | 141.1 | 22.8 | — | (163.9 | ) | — | |||||||||||||||
Intercompany receivables | — | 1,670.70 | — | (1,670.7 | ) | — | |||||||||||||||
Other non-current assets | 25.5 | 19.9 | 17.1 | — | 62.5 | ||||||||||||||||
Total assets | $ | 2,525.30 | $ | 2,741.70 | $ | 744.2 | $ | (4,626.7 | ) | $ | 1,384.50 | ||||||||||
Liabilities and Deficit | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 11.3 | $ | 0.4 | $ | — | $ | — | $ | 11.7 | |||||||||||
Accounts payable and accrued expenses | 97.9 | 164.8 | 128.5 | — | 391.2 | ||||||||||||||||
Payables to related parties | 40 | 0.1 | — | — | 40.1 | ||||||||||||||||
Intercompany interest payable | 2.5 | — | 0.7 | (3.2 | ) | — | |||||||||||||||
Deferred revenue | — | 71.5 | 33.9 | — | 105.4 | ||||||||||||||||
Income taxes payable | 1 | 0.1 | 3.2 | — | 4.3 | ||||||||||||||||
Total current liabilities | 152.7 | 236.9 | 166.3 | (3.2 | ) | 552.7 | |||||||||||||||
Long-term debt | 1,594.90 | 0.3 | 351.9 | — | 1,947.10 | ||||||||||||||||
Deferred income taxes | — | 71 | 3.5 | — | 74.5 | ||||||||||||||||
Deferred revenue | — | 5.2 | 5.2 | — | 10.4 | ||||||||||||||||
Intercompany notes payable | 360 | — | — | (360.0 | ) | — | |||||||||||||||
Intercompany loans payable | — | — | 163.9 | (163.9 | ) | — | |||||||||||||||
Intercompany payables | 1,652.60 | — | 18.1 | (1,670.7 | ) | — | |||||||||||||||
Other long-term liabilities | 3.2 | 30.1 | 3.5 | — | 36.8 | ||||||||||||||||
Total liabilities | 3,763.40 | 343.5 | 712.4 | (2,197.8 | ) | 2,621.50 | |||||||||||||||
Total Affinion Group, Inc. deficit | (1,238.1 | ) | 2,398.20 | 30.7 | (2,428.9 | ) | (1,238.1 | ) | |||||||||||||
Non-controlling interest in subsidiary | — | — | 1.1 | — | 1.1 | ||||||||||||||||
Total deficit | (1,238.1 | ) | 2,398.20 | 31.8 | (2,428.9 | ) | (1,237.0 | ) | |||||||||||||
Total liabilities and deficit | $ | 2,525.30 | $ | 2,741.70 | $ | 744.2 | $ | (4,626.7 | ) | $ | 1,384.50 | ||||||||||
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 879.4 | $ | 363.4 | $ | — | $ | 1,242.80 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 318.5 | 163.4 | — | 481.9 | ||||||||||||||||
Operating costs | — | 210.8 | 201.1 | — | 411.9 | ||||||||||||||||
General and administrative | 48.8 | 71.9 | 50.8 | — | 171.5 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 292.4 | — | — | 292.4 | ||||||||||||||||
Facility exit costs | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Depreciation and amortization | 1.2 | 76.4 | 32.1 | — | 109.7 | ||||||||||||||||
Total expenses | 50 | 972.7 | 447.4 | — | 1,470.10 | ||||||||||||||||
Income from operations | (50.0 | ) | (93.3 | ) | (84.0 | ) | — | (227.3 | ) | ||||||||||||
Interest income | — | 0.1 | 1 | — | 1.1 | ||||||||||||||||
Interest income – intercompany | — | — | 46.6 | (46.6 | ) | — | |||||||||||||||
Interest expense | (133.5 | ) | 6 | (52.7 | ) | — | (180.2 | ) | |||||||||||||
Interest expense – intercompany | (46.6 | ) | — | — | 46.6 | — | |||||||||||||||
Loss on debt extinguishment | (6.0 | ) | — | — | — | (6.0 | ) | ||||||||||||||
Other income (expense), net | — | — | — | — | — | ||||||||||||||||
Loss before income taxes and non-controlling interest | (236.1 | ) | (87.2 | ) | (89.1 | ) | — | (412.4 | ) | ||||||||||||
Income tax expense | (1.0 | ) | 43.3 | (3.8 | ) | — | 38.5 | ||||||||||||||
(237.1 | ) | (43.9 | ) | (92.9 | ) | — | (373.9 | ) | |||||||||||||
Equity in income of subsidiaries | (137.3 | ) | 3.9 | — | 133.4 | — | |||||||||||||||
Net loss | (374.4 | ) | (40.0 | ) | (92.9 | ) | 133.4 | (373.9 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (374.4 | ) | $ | (40.0 | ) | $ | (93.4 | ) | $ | 133.4 | $ | (374.4 | ) | |||||||
Net loss | $ | (374.4 | ) | $ | (40.0 | ) | $ | (92.9 | ) | $ | 133.4 | $ | (373.9 | ) | |||||||
Currency translation adjustment, net of tax | — | — | (4.5 | ) | — | (4.5 | ) | ||||||||||||||
Comprehensive loss | (374.4 | ) | (40.0 | ) | (97.4 | ) | 133.4 | (378.4 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (374.4 | ) | $ | (40.0 | ) | $ | (97.9 | ) | $ | 133.4 | $ | (378.9 | ) | |||||||
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 997.9 | $ | 336.8 | $ | — | $ | 1,334.70 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 377.7 | 155.5 | — | 533.2 | ||||||||||||||||
Operating costs | — | 259 | 180.4 | — | 439.4 | ||||||||||||||||
General and administrative | 33.4 | 92.6 | 30.7 | — | 156.7 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 1.6 | — | — | 1.6 | ||||||||||||||||
Facility exit costs | — | 0.5 | — | — | 0.5 | ||||||||||||||||
Depreciation and amortization | 1.2 | 85.4 | 27.3 | — | 113.9 | ||||||||||||||||
Total expenses | 34.6 | 816.8 | 393.9 | — | 1,245.30 | ||||||||||||||||
Income from operations | (34.6 | ) | 181.1 | (57.1 | ) | — | 89.4 | ||||||||||||||
Interest income | 0.1 | 0.2 | 0.2 | — | 0.5 | ||||||||||||||||
Interest income – intercompany | — | — | 2.6 | (2.6 | ) | — | |||||||||||||||
Interest expense | (160.6 | ) | (1.5 | ) | (3.5 | ) | — | (165.6 | ) | ||||||||||||
Interest expense – intercompany | (1.5 | ) | — | (1.1 | ) | 2.6 | — | ||||||||||||||
Other income (expense), net | — | 0.1 | — | — | 0.1 | ||||||||||||||||
Loss before income taxes and non-controlling interest | (196.6 | ) | 179.9 | (58.9 | ) | — | (75.6 | ) | |||||||||||||
Income tax expense | (1.3 | ) | (9.6 | ) | (2.7 | ) | — | (13.6 | ) | ||||||||||||
(197.9 | ) | 170.3 | (61.6 | ) | — | (89.2 | ) | ||||||||||||||
Equity in income of subsidiaries | 108.3 | — | — | (108.3 | ) | — | |||||||||||||||
Net loss | (89.6 | ) | 170.3 | (61.6 | ) | (108.3 | ) | (89.2 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.4 | ) | — | (0.4 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (89.6 | ) | $ | 170.3 | $ | (62.0 | ) | $ | (108.3 | ) | $ | (89.6 | ) | |||||||
Net loss | $ | (89.6 | ) | $ | 170.3 | $ | (61.6 | ) | $ | (108.3 | ) | $ | (89.2 | ) | |||||||
Currency translation adjustment, net of tax | — | — | (1.1 | ) | — | (1.1 | ) | ||||||||||||||
Comprehensive loss | (89.6 | ) | 170.3 | (62.7 | ) | (108.3 | ) | (90.3 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.1 | ) | — | (0.1 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (89.6 | ) | $ | 170.3 | $ | (62.8 | ) | $ | (108.3 | ) | $ | (90.4 | ) | |||||||
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 1,191.30 | $ | 303.3 | $ | — | $ | 1,494.60 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 477 | 123.1 | — | 600.1 | ||||||||||||||||
Operating costs | — | 324.2 | 135.3 | — | 459.5 | ||||||||||||||||
General and administrative | 24.8 | 84.1 | 41.5 | — | 150.4 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 39.7 | — | — | 39.7 | ||||||||||||||||
Facility exit costs | — | (0.9 | ) | — | — | (0.9 | ) | ||||||||||||||
Depreciation and amortization | 1.1 | 145.1 | 38.3 | — | 184.5 | ||||||||||||||||
Total expenses | 25.9 | 1,069.20 | 338.2 | — | 1,433.30 | ||||||||||||||||
Income from operations | (25.9 | ) | 122.1 | (34.9 | ) | — | 61.3 | ||||||||||||||
Interest income | — | 0.7 | 0.1 | — | 0.8 | ||||||||||||||||
Interest income – intercompany | 1.2 | — | — | (1.2 | ) | — | |||||||||||||||
Interest expense | (147.9 | ) | (1.5 | ) | (0.9 | ) | — | (150.3 | ) | ||||||||||||
Interest expense – intercompany | — | — | (1.2 | ) | 1.2 | — | |||||||||||||||
Dividend income – intercompany | — | 11.4 | — | (11.4 | ) | — | |||||||||||||||
Other income (expense), net | — | 0.3 | (0.5 | ) | — | (0.2 | ) | ||||||||||||||
Loss before income taxes and non-controlling interest | (172.6 | ) | 133 | (37.4 | ) | (11.4 | ) | (88.4 | ) | ||||||||||||
Income tax expense | (1.4 | ) | (8.3 | ) | (0.5 | ) | — | (10.2 | ) | ||||||||||||
(174.0 | ) | 124.7 | (37.9 | ) | (11.4 | ) | (98.6 | ) | |||||||||||||
Equity in income of subsidiaries | 86.1 | — | — | (86.1 | ) | — | |||||||||||||||
Net loss | (87.9 | ) | 124.7 | (37.9 | ) | (97.5 | ) | (98.6 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.7 | ) | — | (0.7 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (87.9 | ) | $ | 124.7 | $ | (38.6 | ) | $ | (97.5 | ) | $ | (99.3 | ) | |||||||
Net loss | $ | (87.9 | ) | $ | 124.7 | $ | (37.9 | ) | $ | (97.5 | ) | $ | (98.6 | ) | |||||||
Currency translation adjustment, net of tax | — | — | 1.2 | — | 1.2 | ||||||||||||||||
Comprehensive loss | (87.9 | ) | 124.7 | (36.7 | ) | (97.5 | ) | (97.4 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (87.9 | ) | $ | 124.7 | $ | (37.3 | ) | $ | (97.5 | ) | $ | (98.0 | ) | |||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (374.4 | ) | $ | (40.0 | ) | $ | (92.9 | ) | $ | 133.4 | $ | (373.9 | ) | |||||||
Adjustments to reconcile net loss to net cash provided | |||||||||||||||||||||
by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.2 | 76.4 | 32.1 | — | 109.7 | ||||||||||||||||
Amortization of debt discount and financing costs | 8.3 | — | 1.8 | — | 10.1 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 292.4 | — | — | 292.4 | ||||||||||||||||
Loss on extinguishment of debt | 6 | — | — | — | 6 | ||||||||||||||||
Provision for loss on accounts receivable | 0.1 | 0.1 | 0.1 | — | 0.3 | ||||||||||||||||
Financing costs | 5.6 | — | — | — | 5.6 | ||||||||||||||||
Facility exit costs | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Share-based compensation | 8.6 | — | — | — | 8.6 | ||||||||||||||||
Equity in (income) loss of subsidiaries | 137.3 | (3.9 | ) | — | (133.4 | ) | — | ||||||||||||||
Deferred income taxes | 0.5 | (43.3 | ) | (0.6 | ) | — | (43.4 | ) | |||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | — | 1.3 | (4.1 | ) | — | (2.8 | ) | ||||||||||||||
Receivables | 1.4 | 16.5 | (7.8 | ) | — | 10.1 | |||||||||||||||
Receivables from related parties | 16 | (3.7 | ) | (16.0 | ) | — | (3.7 | ) | |||||||||||||
Profit-sharing receivables from insurance carriers | — | 36 | — | — | 36 | ||||||||||||||||
Prepaid commissions | — | (12.1 | ) | 1.1 | — | (11.0 | ) | ||||||||||||||
Other current assets | (3.5 | ) | 21.2 | 5 | — | 22.7 | |||||||||||||||
Contract rights and list fees | — | 2.1 | — | — | 2.1 | ||||||||||||||||
Other non-current assets | 0.2 | (4.3 | ) | 0.5 | — | (3.6 | ) | ||||||||||||||
Accounts payable and accrued expenses | (15.3 | ) | (38.3 | ) | 43 | — | (10.6 | ) | |||||||||||||
Payables to related parties | (2.4 | ) | 0.1 | — | — | (2.3 | ) | ||||||||||||||
Deferred revenue | — | (10.3 | ) | (2.7 | ) | — | (13.0 | ) | |||||||||||||
Income taxes receivable and payable | (0.3 | ) | 0.1 | 0.5 | — | 0.3 | |||||||||||||||
Other long-term liabilities | (0.4 | ) | (9.0 | ) | 0.2 | — | (9.2 | ) | |||||||||||||
Other, net | 4.6 | 2.7 | 0.4 | — | 7.7 | ||||||||||||||||
Net cash provided by operating activities | (206.5 | ) | 286.7 | (39.4 | ) | — | 40.8 | ||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | 2.5 | (30.3 | ) | (23.2 | ) | — | (51.0 | ) | |||||||||||||
Acquisition-related payments, net of cash acquired | — | (19.8 | ) | (2.2 | ) | — | (22.0 | ) | |||||||||||||
Restricted cash | — | — | 2.1 | — | 2.1 | ||||||||||||||||
Intercompany receivables and payables | — | (236.4 | ) | — | 236.4 | — | |||||||||||||||
Net cash used in investing activities | 2.5 | (286.5 | ) | (23.3 | ) | 236.4 | (70.9 | ) | |||||||||||||
Financing Activities | |||||||||||||||||||||
Repayments under revolving credit facility, net | (41.0 | ) | — | — | — | (41.0 | ) | ||||||||||||||
Proceeds from issuance of debt | 425 | — | — | — | 425 | ||||||||||||||||
Financing costs | (21.9 | ) | — | — | — | (21.9 | ) | ||||||||||||||
Principal payments on borrowings | (315.5 | ) | (0.6 | ) | — | — | (316.1 | ) | |||||||||||||
Receivables from and payables to parent company | (4.9 | ) | — | — | — | (4.9 | ) | ||||||||||||||
Intercompany receivables and payables | 238.1 | — | (1.7 | ) | (236.4 | ) | — | ||||||||||||||
Intercompany loans | (70.4 | ) | — | 70.4 | — | — | |||||||||||||||
Intercompany dividend | 0.7 | — | (0.7 | ) | — | — | |||||||||||||||
Distribution to non-controlling interest of a subsidiary | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Net cash provided by financing activities | 210.1 | (0.6 | ) | 67.4 | (236.4 | ) | 40.5 | ||||||||||||||
Effect of changes in exchange rates on cash and | — | — | (2.0 | ) | — | (2.0 | ) | ||||||||||||||
cash equivalents | |||||||||||||||||||||
Net increase in cash and cash equivalents | 6.1 | (0.4 | ) | 2.7 | — | 8.4 | |||||||||||||||
Cash and cash equivalents, beginning of year | 1.7 | 2.9 | 15 | — | 19.6 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 7.8 | $ | 2.5 | $ | 17.7 | — | $ | 28 | ||||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (89.6 | ) | $ | 170.3 | $ | (61.6 | ) | $ | (108.3 | ) | $ | (89.2 | ) | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.2 | 85.4 | 27.3 | — | 113.9 | ||||||||||||||||
Amortization of debt discount and financing costs | 10.1 | — | — | — | 10.1 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 1.6 | — | — | 1.6 | ||||||||||||||||
Impairment of equity investment | — | — | 0.7 | — | 0.7 | ||||||||||||||||
Provision for loss on accounts receivable | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Financing costs | 11.1 | — | — | — | 11.1 | ||||||||||||||||
Facility exit costs | — | 0.5 | — | — | 0.5 | ||||||||||||||||
Share-based compensation | 9.6 | — | — | — | 9.6 | ||||||||||||||||
Equity in (income) loss of subsidiaries | (108.3 | ) | — | — | 108.3 | — | |||||||||||||||
Deferred income taxes | 0.5 | 8.8 | (2.0 | ) | — | 7.3 | |||||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | (1.6 | ) | 2.7 | (1.8 | ) | — | (0.7 | ) | |||||||||||||
Receivables | 0.4 | 6.7 | (2.6 | ) | — | 4.5 | |||||||||||||||
Receivables from related parties | 2.8 | — | (2.8 | ) | — | — | |||||||||||||||
Profit-sharing receivables from insurance carriers | — | 9.6 | 0.4 | — | 10 | ||||||||||||||||
Prepaid commissions | — | 7.7 | (2.5 | ) | — | 5.2 | |||||||||||||||
Other current assets | 2 | 4.5 | (8.2 | ) | — | (1.7 | ) | ||||||||||||||
Contract rights and list fees | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Other non-current assets | 0.3 | 1.7 | (7.6 | ) | — | (5.6 | ) | ||||||||||||||
Accounts payable and accrued expenses | 8.1 | (29.3 | ) | 8.9 | — | (12.3 | ) | ||||||||||||||
Payables to related parties | (7.6 | ) | — | — | — | (7.6 | ) | ||||||||||||||
Deferred revenue | — | (21.7 | ) | 7.9 | — | (13.8 | ) | ||||||||||||||
Income taxes receivable and payable | 0.1 | 0.3 | (1.4 | ) | — | (1.0 | ) | ||||||||||||||
Other long-term liabilities | 0.5 | (3.2 | ) | (2.2 | ) | — | (4.9 | ) | |||||||||||||
Other, net | (1.9 | ) | (0.9 | ) | 1.2 | — | (1.6 | ) | |||||||||||||
Net cash provided by operating activities | (162.3 | ) | 250.1 | (46.3 | ) | — | 41.5 | ||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | (3.3 | ) | (23.2 | ) | (19.8 | ) | — | (46.3 | ) | ||||||||||||
Acquisition-related payments, net of cash acquired | — | — | (3.6 | ) | — | (3.6 | ) | ||||||||||||||
Restricted cash | — | — | (1.2 | ) | — | (1.2 | ) | ||||||||||||||
Net cash used in investing activities | (3.3 | ) | (23.2 | ) | (24.6 | ) | — | (51.1 | ) | ||||||||||||
Financing Activities | |||||||||||||||||||||
Borrowings under revolving credit facility, net | 46 | — | — | — | 46 | ||||||||||||||||
Financing costs | (10.7 | ) | — | — | — | (10.7 | ) | ||||||||||||||
Principal payments on borrowings | (11.3 | ) | (0.5 | ) | — | — | (11.8 | ) | |||||||||||||
Receivables from and payables to parent company | (26.2 | ) | — | — | — | (26.2 | ) | ||||||||||||||
Intercompany receivables and payables | 234.3 | (227.9 | ) | (6.4 | ) | — | 0 | ||||||||||||||
Intercompany loans | (66.1 | ) | — | 66.1 | — | — | |||||||||||||||
Capital contribution to a subsidiary | (2.3 | ) | — | 2.3 | — | — | |||||||||||||||
Distribution to non-controlling interest of a subsidiary | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Net cash used in financing activities | 163.7 | (228.4 | ) | 61.4 | — | (3.3 | ) | ||||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | — | — | — | — | ||||||||||||||||
Net decrease in cash and cash equivalents | (1.9 | ) | (1.5 | ) | (9.5 | ) | — | (12.9 | ) | ||||||||||||
Cash and cash equivalents, beginning of year | 3.6 | 4.4 | 24.5 | — | 32.5 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 1.7 | $ | 2.9 | $ | 15 | — | $ | 19.6 | ||||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (87.9 | ) | $ | 124.7 | $ | (37.9 | ) | $ | (97.5 | ) | $ | (98.6 | ) | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.1 | 145.1 | 38.3 | — | 184.5 | ||||||||||||||||
Amortization of debt discount and financing costs | 8.6 | — | — | — | 8.6 | ||||||||||||||||
Unrealized loss on interest rate swaps | 1.2 | — | — | — | 1.2 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 39.7 | — | — | 39.7 | ||||||||||||||||
Impairment of equity investment | — | — | 1 | — | 1 | ||||||||||||||||
Adjustment to liability for additional consideration based on earn-out | (14.6 | ) | — | — | — | (14.6 | ) | ||||||||||||||
Provision for loss on accounts receivable | — | 6.6 | 0.3 | — | 6.9 | ||||||||||||||||
Facility exit costs | — | (0.9 | ) | — | — | (0.9 | ) | ||||||||||||||
Share-based compensation | 11.2 | — | — | — | 11.2 | ||||||||||||||||
Equity in (income) loss of subsidiaries | (86.1 | ) | — | — | 86.1 | — | |||||||||||||||
Intercompany dividend | — | (11.4 | ) | — | 11.4 | — | |||||||||||||||
Deferred income taxes | 0.5 | 8.1 | (6.3 | ) | — | 2.3 | |||||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | — | (0.5 | ) | — | — | (0.5 | ) | ||||||||||||||
Receivables | (1.7 | ) | (4.9 | ) | (7.4 | ) | — | (14.0 | ) | ||||||||||||
Receivables from related parties | (0.8 | ) | 0.5 | 1 | — | 0.7 | |||||||||||||||
Profit-sharing receivables from insurance carriers | — | (1.0 | ) | 0.4 | — | (0.6 | ) | ||||||||||||||
Prepaid commissions | — | 10.3 | 0.1 | — | 10.4 | ||||||||||||||||
Other current assets | (5.5 | ) | (7.2 | ) | (2.7 | ) | — | (15.4 | ) | ||||||||||||
Contract rights and list fees | — | 0.1 | — | — | 0.1 | ||||||||||||||||
Other non-current assets | (0.6 | ) | 6.4 | — | — | 5.8 | |||||||||||||||
Accounts payable and accrued expenses | (13.5 | ) | (18.4 | ) | 20.4 | — | (11.5 | ) | |||||||||||||
Payables to related parties | (2.8 | ) | (0.8 | ) | (0.1 | ) | — | (3.7 | ) | ||||||||||||
Deferred revenue | — | (34.4 | ) | (7.5 | ) | — | (41.9 | ) | |||||||||||||
Income taxes receivable and payable | (0.1 | ) | (0.9 | ) | 2.4 | — | 1.4 | ||||||||||||||
Other long-term liabilities | 0.1 | (1.0 | ) | (0.6 | ) | — | (1.5 | ) | |||||||||||||
Other, net | (1.4 | ) | (1.0 | ) | 0.7 | — | (1.7 | ) | |||||||||||||
Net cash provided by operating activities | (192.3 | ) | 259.1 | 2.1 | — | 68.9 | |||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | 0.7 | (26.3 | ) | (26.1 | ) | — | (51.7 | ) | |||||||||||||
Acquisition-related payments, net of cash acquired | — | — | (13.5 | ) | — | (13.5 | ) | ||||||||||||||
Restricted cash | — | — | (3.1 | ) | — | (3.1 | ) | ||||||||||||||
Net cash used in investing activities | 0.7 | (26.3 | ) | (42.7 | ) | — | (68.3 | ) | |||||||||||||
Financing Activities | |||||||||||||||||||||
Deferred financing costs | (6.3 | ) | — | — | — | (6.3 | ) | ||||||||||||||
Principal payments on borrowings | (11.3 | ) | (0.5 | ) | — | — | (11.8 | ) | |||||||||||||
Return of capital to parent company | (37.0 | ) | — | — | — | (37.0 | ) | ||||||||||||||
Intercompany receivables and payables | 217.2 | (220.4 | ) | 3.2 | — | (0.0 | ) | ||||||||||||||
Intercompany loans | (23.9 | ) | (9.5 | ) | 33.4 | — | — | ||||||||||||||
Capital contribution to a subsidiary | (0.7 | ) | — | 0.7 | — | — | |||||||||||||||
Net cash used in financing activities | 138 | (230.4 | ) | 37.3 | — | (55.1 | ) | ||||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | — | 0.7 | — | 0.7 | ||||||||||||||||
Net decrease in cash and cash equivalents | (53.6 | ) | 2.4 | (2.6 | ) | — | (53.8 | ) | |||||||||||||
Cash and cash equivalents, beginning of year | 57.2 | 2.8 | 26.3 | — | 86.3 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 3.6 | $ | 5.2 | $ | 23.7 | $ | — | $ | 32.5 | |||||||||||
Basis_of_Presentation_and_Busi1
Basis of Presentation and Business Description (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation—On October 17, 2005, Cendant Corporation (“Cendant”) completed the sale of the Cendant Marketing Services Division to Affinion Group, Inc. (the “Company” or “Affinion”), a wholly-owned subsidiary of Affinion Group Holdings, Inc. (“Affinion Holdings”) and an affiliate of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), pursuant to a purchase agreement dated July 26, 2005 for approximately $1.8 billion (the “Apollo Transactions”). | |
All references to Cendant refer to Cendant Corporation, which changed its name to Avis Budget Group, Inc. in August 2006, and its consolidated subsidiaries, specifically in the context of its business and operations prior to, and in connection with, the Company’s separation from Cendant. | ||
Business Description | ||
Business Description—The Company is one of the world’s leading customer engagement and loyalty solutions companies. The Company designs, markets and services programs that strengthen and extend customer relationships for many of the world’s largest and most respected companies. The Company’s programs and services include: | ||
· | Loyalty programs that help reward, motivate and retain consumers, | |
· | Membership programs that help consumers save money and gain peace of mind, | |
· | Package programs that bundle valuable discounts, protection and other benefits to enhance customer relationships, and | |
· | Insurance programs that help protect consumers in the event of a covered accident, injury, illness, or death. | |
The Company designs customer engagement and loyalty solutions with an attractive suite of benefits and ease of usage that it believes are likely to interest and engage consumers based on their needs and interests. For example, the Company provides discount travel services, credit monitoring and identity-theft resolution, accidental death and dismemberment insurance, roadside assistance, various checking account and credit card enhancement services, loyalty program design and management, disaggregated loyalty points redemptions for gift cards, travel and merchandise, as well as other products and services. | ||
The Company is a global leader in the designing, marketing and servicing of comprehensive customer engagement and loyalty solutions that enhances and extends the relationship of millions of consumers with many of the largest and most respected companies in the world. The Company generally partners with these leading companies in two ways: 1) by developing and supporting programs that are natural extensions of its partner companies’ brand image and that provide valuable services to their end-customers, and 2) by providing the back-end technological support and redemption services for points-based loyalty programs. Using its expertise in customer engagement, product development, creative design and data-driven targeted marketing, the Company develops and markets programs and services that enable the companies it partners with to generate significant, high-margin incremental revenue, enhance its partners’ brands among targeted consumers as well as strengthen and enhance the loyalty of their customer relationships. The enhanced loyalty can lead to increased acquisition of new customers, longer retention of existing customers, improved customer satisfaction rates, and greater use of other services provided by such companies. The Company refers to the leading companies that it works with to provide customer engagement and loyalty solutions as marketing partners or clients. The Company refers to the consumers to whom it provides services directly under a contractual relationship as subscribers, insureds or members. The Company refers to those consumers that it services on behalf of a third party, such as one of its marketing partners, and with whom it has a contractual relationship as end-customers. | ||
The Company utilizes its substantial expertise in a variety of direct engagement media to market valuable products and services to the customers of its marketing partners on a highly targeted, campaign basis. The selection of the media employed in a campaign corresponds to the preferences and expectations the targeted customers have demonstrated for transacting with its marketing partners, as the Company believes this optimizes response, thereby improving the efficiency of our marketing investment. Accordingly, the Company maintains significant capabilities to market through direct mail, point-of-sale, direct response television, the internet, inbound and outbound telephony and voice response unit marketing, as well as other media as needed. | ||
The Company’s operating segments are as follows: | ||
· | Membership Products. The Company designs, implements and markets subscription programs that provide its members with personal protection benefits and value-added services including credit monitoring and identity-theft resolution services, as well as access to a variety of discounts and shop-at-home conveniences in such areas as retail merchandise, travel, automotive and home improvement. | |
· | Insurance and Package Products. The Company markets AD&D and other insurance programs and designs and provides checking account enhancement programs to financial institutions. These programs allow financial institutions to bundle discounts, protection and other benefits with a standard checking account and offer these packages to customers for an additional monthly fee. | |
· | Global Loyalty Products. The Company designs, implements and administers points-based loyalty programs for financial, travel, auto and other companies. The Company provides its clients with solutions that meet the most popular redemption options desired by their program points holders, including travel services, gift cards, cash back and merchandise. The Company also provides enhancement benefits to major financial institutions in connection with their credit and debit card programs. In addition, the Company provides and manages turnkey travel services that are sold on a private label basis to provide its clients’ customers with direct access to the Company’s proprietary travel platform. A marketing partner typically engages the Company on a fee-for-services contractual basis, where the Company generates revenue in connection with the volume of redemption transactions. | |
· | International Products. The Company designs, implements and markets membership and package customer engagement businesses outside North America and operates a discrete loyalty program benefit provider. The Company expects to leverage its current international operational platform to expand its range of products and services, develop new marketing partner relationships in various industries and grow its geographical footprint. In 2012, the Company expanded into Turkey through the acquisition of existing marketing capabilities and also launched business operations in Brazil. In 2015, the Company undertook business activities in Australia. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Consolidation | Consolidation | ||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Investments in entities over which the Company has the ability to exercise significant influence but does not have a controlling interest are accounted for under the equity method of accounting. The Company considers several factors in determining whether it has the ability to exercise significant influence with respect to investments, including, but not limited to, direct and indirect ownership level in the voting securities, active participation on the board of directors, approval of operating and budgeting decisions and other participatory and protective rights and commercial business relationships. Under the equity method, the Company’s proportionate share of the net income or loss of such investee is reflected in the Company’s consolidated results of operations. Although the Company owns interests in companies that it accounts for pursuant to the equity method, the investments in those entities were not significant as of December 31, 2014 and 2013. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. | |||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||
For all stock-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as equity awards, the Company recognizes compensation expense, net of estimated forfeitures based on estimated fair values on the date of grant. For all stock-based awards issued by Affinion Holdings to directors and employees of the Company and consultants to the Company that are accounted for as liability awards, the Company recognizes compensation expense, net of forfeitures, based on estimated fair value at each reporting date. Compensation expense is recognized ratably over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The requisite service period is generally the vesting period. Stock compensation expense is included in general and administrative expense in the accompanying consolidated statements of comprehensive income, with an offsetting liability to Affinion Holdings. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
Membership — For retail memberships, subscription fees are typically paid monthly. Membership revenue is not recognized until any trial period has expired, membership fees have been collected and the membership fees become non-refundable. Monthly membership revenue is recognized when earned and no longer subject to refund. Annual pro rata membership fees (related to memberships that are cancelable for a pro rata refund) are recognized ratably over the membership term as membership revenue is earned and no longer subject to refund. In the case of annual full money back (“FMB”) membership fees, although payment is received from members at the beginning of an FMB membership, the memberships are cancelable for a full refund at any time during the membership period. Accordingly, FMB revenue is deferred and recognized at the end of the membership term when it is no longer subject to refund. | |||||||||
For wholesale memberships, marketing partners are provided with programs and services and, in many cases, the marketing partners market those programs and services to their customer bases. Monthly fees are received from the marketing partners based on the number of members who purchase these programs from the marketing partners and revenue is recognized as the monthly fees are earned. | |||||||||
Insurance — Commission revenue for marketing and administrative services earned per administrative services agreements with Carriers is based on a percentage of premiums earned by the insurance carriers that issue the policies. Premiums are typically paid either monthly or quarterly. Commission revenue is recognized ratably for the marketing and administrative services provided over the underlying policy coverage period. There are also profit-sharing arrangements with the insurance carriers which issue the underlying insurance policies. All revenue from insurance programs is reported net of insurance costs. Insurance costs totaled approximately $186.9 million in 2014, $168.5 million in 2013 and $164.1 million in 2012. Under our current profit sharing arrangements, approximately 60% of the gross premiums collected on behalf of the insurance carrier are earned as commission revenue under administrative agreements and the remaining 40% of gross premiums are retained in a fiduciary account managed on behalf of the carrier. The remaining carrier funds are distributed monthly to the carrier to pay claims, administrative expenses, and the carrier’s retention fee. Any surplus or deficit is distributed to the Company under the profit share arrangement. No less frequently than annually, a profit-sharing settlement analysis is prepared which is based on the premiums paid to the insurance carriers less claims experience incurred to date, estimated claims incurred but not reported, reinsurance costs and carrier administrative fees. An accrual is made monthly for the expected share of this excess or shortfall based on the claims experience to date, including an estimate for claims incurred but not reported. The profit share excess is reflected in profit-sharing receivables from insurance carriers on the accompanying consolidated balance sheets. Historically, the claims experience has not resulted in a shortfall. In 2014 a significant portion of the insurance policies underwritten and outstanding pursuant to these arrangements were transitioned to a carrier with whom the Company does not have a profit-sharing arrangement. | |||||||||
Package — Monthly fees are earned based on the number of customers enrolled in a package program. The marketing partner collects revenue each month from its customers and pays a per subscriber monthly fee for the benefits and services. These monthly fees are recognized as revenue as the fees are earned. Strategic consultation, pricing and profitability consultation, competitive analysis and implementation assistance are provided and revenue is recorded at the time the services are performed. | |||||||||
Loyalty — Loyalty Solutions programs generate revenue from four primary product lines: loyalty, travel reservation service fees, protection and convenience. Generally, loyalty revenue consists of a monthly per member administrative fee and redemption fees that are recognized as earned. Loyalty redemption revenue is reported net of the pass through of fulfillment costs. Travel reservation service fee income is generally recognized when the traveler’s reservation or booking is made and secured by the use of points or credit card, net of estimated cancellations and “no-shows.” Protection and convenience programs are sold to marketing partners on a wholesale basis; the partner generally provides the enhancements (e.g. credit card enhancements) to their customers and a monthly fee is received from the marketing partner based on the number of marketing partner customers who have access to the enhancement program. Marketing partners also purchase incentives (such as gift cards) and revenue is recognized upon the delivery of the incentives to the marketing partner. | |||||||||
Other — Other revenue primarily includes royalties, co-operative advertising and shopping program revenues. Royalty revenue is recognized monthly when earned. Cooperative advertising revenue is earned from vendors that include advertising of their products and services in the membership program catalogues. Cooperative advertising revenue is recognized upon the distribution of the related travel or shopping catalogue to members. In connection with the shopping membership program, the Company operates a retail merchandising service that offers a variety of consumer products at a discount to members. Shopping program revenue is recorded net of merchandise product costs as the Company acts as an agent between the member and third-party merchandise vendor. Shopping program revenue is recorded upon the shipment of the merchandise by the vendor to the member. | |||||||||
Marketing Expense | Marketing Expense | ||||||||
Membership — Marketing expense to acquire new members is recognized when incurred, which is generally prior to both the commencement of the trial period and recognition of revenue for membership programs. | |||||||||
Insurance — Marketing expense to acquire new insurance business is recognized by the Company when incurred. Payments are made to marketing partners or third parties associated with acquiring rights to their existing block of insurance customers (contract rights) and for the renewal of existing contracts that provide the Company primarily with the right to retain billing rights for renewal of existing customers’ insurance policies and the ability to perform future marketing (list fees). These payments are deferred on the accompanying consolidated balance sheets, with contract rights amortized to amortization expense and list fees amortized to marketing expense over the initial and renewal term of the contract, as applicable, using an accelerated method of amortization for contractual terms longer than five years and the straight line method of amortization for contractual terms of five years or less. Contract rights are considered acquisitions of intangible assets and therefore the related amortization is recorded as amortization expense. List fees primarily grant the rights to perform future marketing and therefore the related amortization is charged to marketing expense. The amortization methods employed generally approximate the expected pattern of net insurance revenue earned over the applicable contractual terms. | |||||||||
Package — Marketing costs associated with marketing partners’ in-branch programs are expensed as such programs are implemented. These costs include the printing of brochures, banners, posters, other in-branch collateral marketing materials, training materials, new account kits, member mailings and statement inserts. The Company performs a variety of campaigns where it incurs all associated marketing costs and, in return, receives a greater share of the revenue generated (the “Package Marketing Campaigns”). For these Package Marketing Campaigns, the marketing expense is recognized when incurred which is generally prior to the recognition of monthly revenue. | |||||||||
Commission Expense | Commission Expense | ||||||||
Membership — Membership commissions represent payments to marketing partners, generally based on a percentage of revenue from the marketing of programs to such marketing partners’ customers. Commissions are generally paid for each initial and renewal membership following the collection of membership fees from the customer. Commission costs are deferred on the accompanying consolidated balance sheets as prepaid commissions and are recognized as expense over the applicable membership period in the same manner as the related retail membership revenue is recognized. | |||||||||
Insurance — Insurance administrative fees represent payments made to bank marketing partners, generally based on a fee per insured or a percentage of the revenue earned from the marketing of insurance programs to such marketing partners’ customers. Administrative fees are paid for new and renewal insurance premiums received. Additionally, for certain channels and clients, commissions are paid to brokers. Administrative fees are included within commission expense on the accompanying consolidated statements of comprehensive income and are recognized ratably over the underlying insurance policy coverage period. | |||||||||
Package — Package commissions represent payments made to bank associations and brokers who provide support for the related programs. These commissions are based on a percentage of revenue and are expensed as the related revenue is recognized. | |||||||||
Operating Costs | Operating Costs | ||||||||
Operating costs represent the costs associated with servicing our members and end-customers. These costs include product fulfillment costs, communication costs with members and end-customers and payroll, telecommunications and facility costs attributable to operations responsible for servicing our members and end-customers. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company is included as a member of Affinion Holdings’ consolidated federal income tax return and as a member of certain of Affinion Holdings’ unitary or combined state income tax returns. Income taxes are presented in the Company’s consolidated financial statements using the asset and liability approach based on the separate return method for the consolidated group. Under this method, current and deferred tax expense or benefit for the period is determined for the Company and its subsidiaries as a separate group on a standalone basis. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statements and income tax bases of assets and liabilities using currently enacted tax rates. Deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the income tax provision, while increases to the valuation allowance result in additional income tax provision. The realization of deferred tax assets is primarily dependent on estimated future taxable income. As of December 31, 2014 and 2013, the Company has recorded a full valuation allowance for its U.S. federal net deferred tax assets. As of December 31, 2014 and 2013, the Company has also recorded valuation allowances against the deferred tax assets of certain state and foreign tax jurisdictions. | |||||||||
The tax effects of an uncertain tax position (“UTP”) taken or expected to be taken in income tax returns are recognized only if it is “more likely-than-not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company recognizes estimated accrued interest and penalties related to UTPs in income tax expense. | |||||||||
The Company recognizes the benefit of a UTP in the period when it is effectively settled. Previously recognized tax positions are derecognized in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | |||||||||
Restricted Cash | Restricted Cash | ||||||||
Restricted cash amounts relate primarily to insurance premiums collected from members that are held pending remittance to third-party insurance carriers. These amounts are not available for general operations under state insurance laws or under the terms of the agreements with the carriers that underwrite and issue insurance policies to the members. Changes in such amounts are included in operating cash flows in the consolidated statements of cash flows. Restricted cash also includes amounts to collateralize certain bonds and letters of credit issued on the Company’s behalf and amounts held in escrow. Changes in such amounts are included in investing cash flows in the consolidated statements of cash flows. | |||||||||
Derivative Instruments | Derivative Instruments | ||||||||
The Company records all derivative instruments on the balance sheet at fair value. Changes in the fair value of derivatives are recognized in earnings unless specific hedge criteria are met. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recognized in current period earnings in the consolidated statements of comprehensive income. For derivative instruments that are designated as cash flow hedges, the effective portion of changes in the fair value of derivative instruments is initially recorded in other comprehensive income and subsequently reclassified into earnings when the hedged transaction affects earnings. Any ineffective portion of changes in the fair value of cash flow hedges are immediately recognized in earnings. | |||||||||
The Company uses derivative financial instruments, primarily foreign currency forward contracts, to manage its foreign exchange risk. The Company’s foreign currency forward contracts are recorded at fair value on the consolidated balance sheets. The derivative financial instruments are not designated as hedging instruments and therefore changes in their fair value are recognized currently in earnings. The Company does not use derivative instruments for speculative purposes. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements and computer equipment acquired under capital leases is determined using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. Useful lives are from 5 to 15 years for leasehold improvements, from 3 to 5 years for capitalized software, from 3 to 5 years for computer equipment and from 5 to 7 years for furniture, fixtures and equipment. | |||||||||
Internally-Developed Software | Internally-Developed Software | ||||||||
The Company capitalizes the costs of acquiring, developing and testing software to meet the Company’s internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (1) external direct cost of materials and services consumed in developing or obtaining internal-use software, and (2) payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. | |||||||||
Goodwill and Identifiable Intangible Assets | Goodwill and Identifiable Intangible Assets | ||||||||
Goodwill represents the excess of the cost of an acquired entity over the net of the fair value of assets acquired and liabilities assumed. Goodwill has been assigned to the Company’s reporting units and is tested for impairment at least annually based on financial data relating to the reporting unit to which it has been assigned. The Company evaluates the recoverability of the carrying value of each reporting unit’s goodwill as of December 1, or whenever events or circumstances indicate that an impairment may have occurred. Goodwill is tested for impairment by comparing the carrying value of each reporting unit to its fair value. The Company determines the fair value of its reporting units utilizing a combination of the income and market approaches and incorporating assumptions that it believes marketplace participants would utilize. If the carrying amount of the reporting unit is greater than its fair value, a comparison of the reporting unit’s implied goodwill is compared to the carrying amount of the goodwill to determine the amount of the impairment, if any. Any impairment is recognized in earnings in the period in which the impairment is determined. | |||||||||
During the fourth quarter of 2014, the Company performed its annual goodwill impairment test for those reporting units that had goodwill recorded. Key assumptions used in the goodwill impairment test were long-term growth rates ranging from no growth to 3.0% and discount rates ranging from 10.5% to 20.0%. In 2014, the fair value of each of the reporting units that have goodwill exceeded its respective carrying amount by more than 25% of the carrying amount, with the exception of Membership Products, for which the carrying value exceeded its fair value, based on an assumed long-term growth rate of no growth and a discount rate of 15.5%. As a result, the Company performed step 2 of the test for goodwill impairment and based on the results of step 2, recognized a goodwill impairment charge of $292.4 million, representing approximately 76.6% of the goodwill attributed to Membership Products. | |||||||||
Indefinite-lived intangible assets, if any, are tested for impairment annually, or sooner if events occur or circumstances change. An indefinite-lived intangible asset is tested for impairment by comparing its fair value to its carrying amount and, if the carrying amount is greater than the fair value, recognizing an impairment loss for the excess. | |||||||||
The Company’s intangible assets as of December 31, 2014 and 2013 consist primarily of intangible assets with finite useful lives acquired by the Company in the Apollo Transactions and were initially recorded at their respective estimated fair values. Finite-lived intangible assets are amortized as follows: | |||||||||
Intangible Asset | Amortization Method | Estimated Useful Lives | |||||||
Member relationships | Declining balance | 5 – 8 years | |||||||
Affinity relationships | Declining balance, straight line | 1 – 14 years | |||||||
Proprietary databases and systems | Straight line | 3 – 10 years | |||||||
Trademarks and tradenames | Straight line | 5 – 15 years | |||||||
Patents and technology | Declining balance, straight line | 5 – 12 years | |||||||
Covenants not-to-compete | Straight line | Contract life | |||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||||||||
The Company evaluates the recoverability of the carrying amount of its long-lived assets when events and circumstances indicate that the carrying value of an asset may not be recoverable. For long-lived assets held and used by the Company, an impairment loss is recognized only if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an asset is determined to be impaired, the loss is measured based on the difference between the fair value of the long-lived asset and its carrying amount. | |||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||
Assets and liabilities of foreign operations whose functional currency is the local currency are translated at exchange rates as of the balance sheet dates. Revenues and expenses of such local functional currency foreign operations are translated at average exchange rates during the periods presented. Translation adjustments resulting from the process of translating the functional currency foreign operation financial statements into U.S. dollars are included in accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in the consolidated statements of comprehensive income. Foreign local currency gains and losses relating to non-operational transactions are included in other income (expense), net. Foreign currency gains and losses relating to operations are included in general and administrative expense. | |||||||||
Contingencies | Contingencies | ||||||||
Contingencies by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss, if any. The Company accrues for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made. | |||||||||
Estimates | Estimates | ||||||||
The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for profit-sharing receivables from insurance carriers, accruals and income tax valuation allowances, litigation accruals, the estimated fair value of stock-based compensation, estimated fair values of assets and liabilities acquired in business combinations and estimated fair values of financial instruments. | |||||||||
Concentration of Risk | Concentration of Risk | ||||||||
The Company generally derives a substantial portion of its net revenues from members and customers of 10 of the Company’s marketing partners. For the years ended December 31, 2014, 2013 and 2012, the Company derived approximately 35%, 39% and 46%, respectively, of its net revenues from members and end-customers through marketing and servicing agreements with these 10 marketing partners. The Company’s largest marketing partner and its customers accounted for 11.2% of consolidated net revenue for the year ended December 31, 2014. The Company’s largest marketing partner and its customers accounted for 13.4% of consolidated net revenue for the year ended December 31, 2013. The Company’s largest marketing partner and its customers accounted for 15.3% of consolidated net revenue for the year ended December 31, 2012. Many of these key marketing partner relationships are governed by agreements that may be terminated without cause by the marketing partners upon notice of as few as 90 days without penalty. Some of these agreements may be terminated by the Company’s marketing partners upon notice of as few as 30 days without penalty. Moreover, under many of these agreements, the marketing partners may cease or reduce their marketing of the Company’s services without terminating or breaching agreements with the Company. A loss of key marketing partners, a cessation or reduction in their marketing of the Company’s services, or a decline in their businesses could have a material adverse effect on the Company’s future revenue. | |||||||||
As of December 31, 2013, approximately $36.2 million of the profit-sharing receivables from insurance carriers was due from one insurance carrier. | |||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||
The activity in the allowance for doubtful accounts is as follows: | |||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Balance at beginning of period | $ | 11.8 | $ | 9.4 | |||||
Provision charged to expense, net of recoveries | (1.9 | ) | 2.7 | ||||||
Write-offs | (1.4 | ) | (0.3 | ) | |||||
Balance at end of period | $ | 8.5 | $ | 11.8 | |||||
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information | ||||||||
During 2014, the Company performed its annual goodwill impairment test, which resulted in recognition of an impairment loss of $292.4 million, representing approximately 76.6% of the goodwill ascribed to Membership Products. During 2014, the Company entered into a capital lease, acquiring property and equipment with a fair value of $0.7 million. At December 31, 2014, the Company had an accrual for the acquisition of property and equipment of $0.3 million. | |||||||||
During 2013, the Company recognized an impairment loss of $1.6 million, representing the remaining intangible assets of Prospectiv (net book value of $1.3 million) and property and equipment (net book value of $0.3 million). At December 31, 2013, the Company had accruals for the acquisition of property and equipment and for financing costs of $2.5 million and $3.4 million, respectively. | |||||||||
During the three months ended March 31, 2012, the Company reversed certain accruals for additional consideration recorded as part of the Prospectiv Direct, Inc. (“Prospectiv”) acquisition ($14.6 million) as the Company did not expect to achieve the growth originally planned for these years due to market conditions. In addition, in September, 2012, the Company entered into a settlement agreement with the former equity holders of Prospectiv which resulted in a $0.7 million reduction of the initial purchase price and released the Company from any future claims for additional consideration based on achievement of the performance targets. During the three months ended June 30, 2012, the Company performed an interim impairment test of the goodwill for Prospectiv, which resulted in recognition of an impairment loss of $39.7 million, representing all of the goodwill ascribed to Prospectiv at the date of acquisition ($31.5 million) and a portion of the intangible assets of Prospectiv ($8.2 million). At December 31, 2012, the Company had an accrual for the acquisition of property and equipment of $3.1 million. | |||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||
On April 11, 2014, the FASB issued an Accounting Standards Update (“ASU”) that updated the requirements for reporting discontinued operations. The new standard requires that only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. The new standard also removed the conditions in the current standard that (a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. For public business entities, the ASU is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of the new guidance as of January 1, 2015 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||
On May 28, 2014, the FASB and International Accounting Standards Board issued their final standard on revenue from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of transfer of goods and services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. In addition, the new guidance will also require significantly expanded disclosures about revenue recognition. Entities have the option of using either a full retrospective or modified retrospective approach. For public entities, the new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early application is not permitted. The Company is in the process of performing an initial evaluation of the impact of the new guidance. Based on its preliminary assessment, the Company does not believe that adoption of the new guidance will have a material impact on the Company’s consolidated financial position, results of operations or cash flows. | |||||||||
On August 27, 2014, the FASB issued an ASU that provides guidance on determining when and how reporting entities must disclose going concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the financial statements (or within one year after the date on which the financial statements were available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. When adopted, the new guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Estimated Useful Lives of Intangible Assets | Finite-lived intangible assets are amortized as follows: | ||||||||
Intangible Asset | Amortization Method | Estimated Useful Lives | |||||||
Member relationships | Declining balance | 5 – 8 years | |||||||
Affinity relationships | Declining balance, straight line | 1 – 14 years | |||||||
Proprietary databases and systems | Straight line | 3 – 10 years | |||||||
Trademarks and tradenames | Straight line | 5 – 15 years | |||||||
Patents and technology | Declining balance, straight line | 5 – 12 years | |||||||
Covenants not-to-compete | Straight line | Contract life | |||||||
Allowance for Doubtful Accounts | The activity in the allowance for doubtful accounts is as follows: | ||||||||
For the Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Balance at beginning of period | $ | 11.8 | $ | 9.4 | |||||
Provision charged to expense, net of recoveries | (1.9 | ) | 2.7 | ||||||
Write-offs | (1.4 | ) | (0.3 | ) | |||||
Balance at end of period | $ | 8.5 | $ | 11.8 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
SkyMall Ventures, LLC | |||||
Assets Acquired and Liabilities Assumed | On a preliminary basis, the Company allocated the purchase price of $19.1 million, consisting of the upfront cash payment of $18.4 million, plus the working capital adjustment of $0.4 million, and the acquisition date fair value of the up to $3.9 million contingent consideration, based on an income approach and probability model, of $0.3 million, among the assets acquired and liabilities assumed as follows (in millions): | ||||
Trade receivables | $ | 3.8 | |||
Other current assets, including gift card inventory | 37.7 | ||||
Intangible assets | 11.9 | ||||
Goodwill | 14.6 | ||||
Accounts payable and accrued liabilities | (48.8 | ) | |||
Other current liabilities | (0.1 | ) | |||
Consideration transferred | $ | 19.1 | |||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | |||||
Assets Acquired and Liabilities Assumed | The Company allocated the purchase price of $19.0 million, consisting of the upfront cash payment of $12.5 million and the acquisition date fair value of the $8.4 million contingent consideration payable over three years, based on an income approach and probability model, at the present value of $6.5 million, among the assets acquired and liabilities assumed as follows (in millions): | ||||
Cash | $ | 2.3 | |||
Trade receivables | 4 | ||||
Other current assets | 0.9 | ||||
Property and equipment | 1.3 | ||||
Intangible assets | 11 | ||||
Goodwill | 6.8 | ||||
Other assets | 0.1 | ||||
Accounts payable and accrued liabilities | (6.6 | ) | |||
Other current liabilities | (0.5 | ) | |||
Deferred income taxes | (0.3 | ) | |||
Consideration transferred | $ | 19 | |||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Schedule of Changes in Carrying Amount of Goodwill | The changes in the Company’s carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||||||||||
Balance at | Balance at | Balance at | |||||||||||||||||||||||||||||||
January 1, | Currency | December 31, | Currency | December 31, | |||||||||||||||||||||||||||||
2013 | Acquisition | Translation | 2013 | Acquisitions | Impairment | Translation | 2014 | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Membership Products | $ | 382 | $ | — | $ | — | $ | 382 | $ | — | $ | (292.4 | ) | $ | — | $ | 89.6 | ||||||||||||||||
Insurance and Package Products | 58.3 | — | — | 58.3 | — | — | — | 58.3 | |||||||||||||||||||||||||
Global Loyalty Products | 81.7 | — | — | 81.7 | 15.8 | — | — | 97.5 | |||||||||||||||||||||||||
International Products | 85.3 | (1.7 | ) | 0.7 | 84.3 | — | — | (7.5 | ) | 76.8 | |||||||||||||||||||||||
Total | $ | 607.3 | $ | (1.7 | ) | $ | 0.7 | $ | 606.3 | $ | 15.8 | $ | (292.4 | ) | $ | (7.5 | ) | $ | 322.2 | ||||||||||||||
Other intangibles, net | |||||||||||||||||||||||||||||||||
Schedule of Amortizable Intangible Assets | Intangible assets consisted of: | ||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
Member relationships | $ | 939.8 | $ | (932.0 | ) | $ | 7.8 | $ | 943.2 | $ | (920.9 | ) | $ | 22.3 | |||||||||||||||||||
Affinity relationships | 649.1 | (574.4 | ) | 74.7 | 647.7 | (544.1 | ) | 103.6 | |||||||||||||||||||||||||
Proprietary databases and | 59.9 | (57.4 | ) | 2.5 | 60.1 | (57.2 | ) | 2.9 | |||||||||||||||||||||||||
systems | |||||||||||||||||||||||||||||||||
Trademarks and tradenames | 33.5 | (18.8 | ) | 14.7 | 34.3 | (16.5 | ) | 17.8 | |||||||||||||||||||||||||
Patents and technology | 47.8 | (44.6 | ) | 3.2 | 47.9 | (41.5 | ) | 6.4 | |||||||||||||||||||||||||
Covenants not to compete | 2.6 | (2.2 | ) | 0.4 | 2.7 | (1.9 | ) | 0.8 | |||||||||||||||||||||||||
$ | 1,732.70 | $ | (1,629.4 | ) | $ | 103.3 | $ | 1,735.90 | $ | (1,582.1 | ) | $ | 153.8 | ||||||||||||||||||||
Schedule of Amortization Expense Relating to Intangible Assets | Amortization expense relating to intangible assets was as follows: | ||||||||||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||||||||||
Member relationships | $ | 13.9 | $ | 21.1 | $ | 76.8 | |||||||||||||||||||||||||||
Affinity relationships | 41.1 | 41 | 43.9 | ||||||||||||||||||||||||||||||
Proprietary databases and systems | 0.5 | 1.2 | 1.2 | ||||||||||||||||||||||||||||||
Trademarks and tradenames | 2.6 | 2.7 | 2.4 | ||||||||||||||||||||||||||||||
Patents and technology | 3.1 | 5.1 | 7.4 | ||||||||||||||||||||||||||||||
Covenants not to compete | 0.3 | 0.3 | 0.4 | ||||||||||||||||||||||||||||||
$ | 61.5 | $ | 71.4 | $ | 132.1 | ||||||||||||||||||||||||||||
Contract_Rights_and_List_Fees_1
Contract Rights and List Fees, Net (Tables) (Contract rights and list fees, net) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Contract rights and list fees, net | |||||||||||||||||||||||||
Schedule of Amortizable Intangible Assets | Contract rights and list fees consisted of: | ||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Contract rights | $ | 59.1 | $ | (58.7 | ) | $ | 0.4 | $ | 62.4 | $ | (61.7 | ) | $ | 0.7 | |||||||||||
List fees | 51.7 | (35.4 | ) | 16.3 | 48.3 | (29.9 | ) | 18.4 | |||||||||||||||||
$ | 110.8 | $ | (94.1 | ) | $ | 16.7 | $ | 110.7 | $ | (91.6 | ) | $ | 19.1 | ||||||||||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||||||||
Schedule of Other Current Assets | Other current assets consisted of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Gift card inventory | $ | 45 | $ | 22.4 | |||||
Prepaid membership materials | 2.2 | 1.4 | |||||||
Prepaid insurance costs | 4.9 | 3.6 | |||||||
Other receivables | 12.9 | 18.6 | |||||||
Prepaid merchant fees | 0.8 | 0.7 | |||||||
Prepaid information technology costs | 6.9 | 6.2 | |||||||
Other | 31.9 | 34.5 | |||||||
Total | $ | 104.6 | $ | 87.4 | |||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Components of Property and Equipment, Net | Property and equipment, net consisted of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Leasehold improvements | $ | 24.4 | $ | 24.8 | |||||
Capitalized software | 237.1 | 219.8 | |||||||
Computer equipment ($2.7 million and $2.4 million in 2014 | 164.2 | 153.5 | |||||||
and 2013, respectively, under capital leases) | |||||||||
Furniture, fixtures and equipment | 21.7 | 21.3 | |||||||
Projects in progress | 25.4 | 25 | |||||||
472.8 | 444.4 | ||||||||
Less: Accumulated depreciation and amortization | (333.8 | ) | (304.0 | ) | |||||
Total | $ | 139 | $ | 140.4 | |||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Accounts payable | $ | 124.2 | $ | 121.6 | |||||
Accrued commissions | 12.4 | 17.5 | |||||||
Accrued payroll and related costs | 43.8 | 50.8 | |||||||
Accrued product costs | 30.6 | 35 | |||||||
Accrued marketing costs | 24.1 | 26.6 | |||||||
Accrued interest | 30.9 | 22.6 | |||||||
Accrued taxes, other than income taxes | 14.5 | 37 | |||||||
Accrued legal and professional fees and loss | 41.9 | 15.4 | |||||||
contingency accruals | |||||||||
Gift card deposits | 40.5 | — | |||||||
Other | 48.9 | 64.7 | |||||||
Total | $ | 411.8 | $ | 391.2 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Components of Long-Term Debt | Long-term debt consisted of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
First-lien term loan due 2018 | $ | 769.2 | $ | — | |||||
Second-lien term loan due 2018 | 425 | — | |||||||
Term loan due 2016 | — | 1,084.70 | |||||||
Revolving credit facility, expiring in 2018 | 5 | — | |||||||
Revolving credit facility, expiring in 2015 | — | 46 | |||||||
7.875% senior notes due 2018, net of unamortized discount | 473.3 | 472.8 | |||||||
of $1.7 million and $2.2 million, respectively, with an | |||||||||
effective interest rate of 8.31% | |||||||||
13.50% senior subordinated notes due 2018, net of | 353.3 | 351.9 | |||||||
unamortized discount of $6.7 million and $8.1 million, | |||||||||
respectively, with an effective interest rate of 14.31% | |||||||||
11 1/2% senior subordinated notes due 2015, with an effective | 2.6 | 2.6 | |||||||
interest rate of 12.25% | |||||||||
Capital lease obligations | 0.8 | 0.8 | |||||||
Total debt | 2,029.20 | 1,958.80 | |||||||
Less: current portion of long-term debt | (10.8 | ) | (11.7 | ) | |||||
Long-term debt | $ | 2,018.40 | $ | 1,947.10 | |||||
Long Term Debt and Capital Lease Obligations by Maturity | The aggregate maturities of debt, including capital leases, as of December 31, 2014 are as follows: | ||||||||
Amount | |||||||||
(in millions) | |||||||||
2015 | $ | 10.8 | |||||||
2016 | 8.1 | ||||||||
2017 | 7.8 | ||||||||
2018 | 2,010.90 | ||||||||
2019 | — | ||||||||
Thereafter | — | ||||||||
$ | 2,037.60 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Summary of Income Tax Expense | The income tax benefit (expense) consisted of the following: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | — | $ | 0.2 | |||||||
State | (0.4 | ) | (1.5 | ) | (1.3 | ) | |||||||
Foreign | (4.5 | ) | (4.8 | ) | (6.8 | ) | |||||||
(4.9 | ) | (6.3 | ) | (7.9 | ) | ||||||||
Deferred: | |||||||||||||
Federal | 40.9 | (8.2 | ) | (8.3 | ) | ||||||||
State | 1.9 | (1.1 | ) | (0.2 | ) | ||||||||
Foreign | 0.6 | 2 | 6.2 | ||||||||||
43.4 | (7.3 | ) | (2.3 | ) | |||||||||
Total income tax benefit (expense) | $ | 38.5 | $ | (13.6 | ) | $ | (10.2 | ) | |||||
Schedule of Pre-Tax Loss for Domestic and Foreign Operations Before Non-controlling Interests | Pre-tax loss for domestic and foreign operations before non-controlling interests consisted of the following: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Domestic | $ | (325.4 | ) | $ | (16.6 | ) | $ | (51.0 | ) | ||||
Foreign | (87.0 | ) | (59.0 | ) | (37.4 | ) | |||||||
Pre-tax loss | $ | (412.4 | ) | $ | (75.6 | ) | $ | (88.4 | ) | ||||
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consisted of the following: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
Current deferred income tax assets: | |||||||||||||
Accrued expenses and deferred revenue | $ | 45.8 | $ | 45.8 | |||||||||
Provision for doubtful accounts | 2 | 2.9 | |||||||||||
Other | 27.3 | 23 | |||||||||||
Current deferred income tax assets | 75.1 | 71.7 | |||||||||||
Current deferred income tax liabilities: | |||||||||||||
Profit-sharing receivables from insurance carriers | (5.8 | ) | (12.8 | ) | |||||||||
Accrued expenses | (1.2 | ) | (1.9 | ) | |||||||||
Prepaid expenses | (12.2 | ) | (11.5 | ) | |||||||||
Current deferred income tax liabilities | (19.2 | ) | (26.2 | ) | |||||||||
Valuation allowance | (55.7 | ) | (45.0 | ) | |||||||||
Current net deferred income tax asset | $ | 0.2 | $ | 0.5 | |||||||||
Non-current deferred income tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 304.1 | $ | 220.7 | |||||||||
State net operating loss carryforwards | 28.2 | 19.3 | |||||||||||
Depreciation and amortization | 827.7 | 718 | |||||||||||
Other | 5.2 | 8.4 | |||||||||||
Foreign tax credits | 38.3 | 36.5 | |||||||||||
Non-current deferred income tax assets | 1,203.50 | 1,002.90 | |||||||||||
Non-current deferred income tax liabilities: | |||||||||||||
Other | (0.2 | ) | 0.8 | ||||||||||
Depreciation and amortization | (601.9 | ) | (528.6 | ) | |||||||||
Non-current deferred income tax liabilities | (602.1 | ) | (527.8 | ) | |||||||||
Valuation allowance | (634.1 | ) | (548.7 | ) | |||||||||
Non-current net deferred income tax liability (net of non- | $ | (32.7 | ) | $ | (73.6 | ) | |||||||
current deferred income tax asset included in other non- | |||||||||||||
current assets on the December 31, 2014 and 2013 | |||||||||||||
consolidated balance sheet of $0.3 and $0.9, respectively) | |||||||||||||
Schedule of Effective Income Tax Rate Differs from U.S. Federal Statutory Rate | The effective income tax rate differs from the U.S. federal statutory rate as follows: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
State and local income taxes, net of federal expense | 3.3 | (1.1 | ) | 0.3 | |||||||||
Change in valuation allowance and other | (18.4 | ) | (55.3 | ) | (41.5 | ) | |||||||
Taxes on foreign operations at rates different than U.S. federal rates | (1.1 | ) | (5.2 | ) | (0.3 | ) | |||||||
Foreign tax credits | 0.7 | 6.3 | 7.7 | ||||||||||
Impairment of goodwill and other long-lived assets | (9.9 | ) | — | (12.2 | ) | ||||||||
Non-deductible expenses | (0.3 | ) | 2.3 | (0.5 | ) | ||||||||
9.3 | % | (18.0 | )% | (11.5 | )% | ||||||||
Schedule of Reconciliation of Beginning and Ending Amount of Tax Reserves for Uncertain Tax Positions | A reconciliation of the beginning and ending amount of tax reserves for uncertain tax positions for the years ended December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Unrecognized tax benefits – January 1 | $ | 5.2 | $ | 0.5 | $ | 3.8 | |||||||
Gross increase – prior period tax positions | — | — | — | ||||||||||
Gross decrease – lapse in statute of limitations | — | (0.1 | ) | (0.4 | ) | ||||||||
Gross increase – current period tax positions | 0.9 | 7.4 | 0.2 | ||||||||||
Gross decrease – current period tax positions | (9.8 | ) | (2.6 | ) | (3.1 | ) | |||||||
Unrecognized tax benefits – December 31 | $ | (3.7 | ) | $ | 5.2 | $ | 0.5 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Lease Payments Required Under Non-Cancelable Operating Leases | Future minimum lease payments required under non-cancelable operating leases, net of sublease receipts, as of December 31, 2014 are as follows: | ||||
Amount | |||||
(in millions) | |||||
2015 | $ | 20 | |||
2016 | 16.6 | ||||
2017 | 14.8 | ||||
2018 | 13.9 | ||||
2019 | 11.8 | ||||
Thereafter | 37.8 | ||||
Future minimum lease payments | $ | 114.9 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Schedule of Fair Value Option Award | The expected term of the options granted represents the period of time that options are expected to be outstanding, and is based on the average of the requisite service period and the contractual term of the option. | |||||||||||||||||||
2014 Grants | 2013 Grants | 2012 Grants | ||||||||||||||||||
Expected volatility | 85 | % | 50 | % | 50 | % | ||||||||||||||
Expected life (in years) | 6.25 | 6.25 | 5.89 - 6.25 | |||||||||||||||||
Risk-free interest rate | 2.04 | % | 1.15 | % | 1.15 | % | ||||||||||||||
Expected dividends | — | — | — | |||||||||||||||||
Summary of Option Activity | A summary of option activity for the 2005 Plan and the 2007 Plan for the years ended December 31, 2014, 2013 and 2012 is presented below (number of options in thousands): | |||||||||||||||||||
2005 Plan | 2005 Plan | 2005 Plan | ||||||||||||||||||
Grants to | Grants to | Grants to | Grants to | 2007 Plan | ||||||||||||||||
Employees - | Employees - | Employees - | Board of | Grants to | ||||||||||||||||
Tranche A | Tranche B | Tranche C | Directors | Employees | ||||||||||||||||
Outstanding options at January 1, 2012 | 1,558 | 767 | 767 | 423 | 3,850 | |||||||||||||||
Granted | — | — | — | — | 495 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (168 | ) | (86 | ) | (86 | ) | — | (783 | ) | |||||||||||
Outstanding options at December 31, 2012 | 1,390 | 681 | 681 | 423 | 3,562 | |||||||||||||||
Granted | — | — | — | — | 370 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (44 | ) | (19 | ) | (19 | ) | (71 | ) | (638 | ) | ||||||||||
Outstanding options at December 31, 2013 | 1,346 | 662 | 662 | 352 | 3,294 | |||||||||||||||
Granted | — | — | — | 75 | 1,440 | |||||||||||||||
Exercised | — | — | — | — | — | |||||||||||||||
Forfeited or expired | (237 | ) | (108 | ) | (108 | ) | (44 | ) | (731 | ) | ||||||||||
Outstanding options at December 31, 2014 | 1,109 | 554 | 554 | 383 | 4,003 | |||||||||||||||
Vested or expected to vest at December 31, 2014 | 1,109 | 554 | 554 | 383 | 4,003 | |||||||||||||||
Exercisable options at December 31, 2014 | 1,109 | 538 | 538 | 383 | 1,991 | |||||||||||||||
Weighted average remaining contractual term (in years) | 8.1 | 8.1 | 8.1 | 6.3 | 9.2 | |||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | — | $ | 3.97 | ||||||||||
granted in 2012 | ||||||||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | — | $ | 4 | ||||||||||
granted in 2013 | ||||||||||||||||||||
Weighted average grant date fair value per option | $ | — | $ | — | $ | — | $ | 0.83 | $ | 0.83 | ||||||||||
granted in 2014 | ||||||||||||||||||||
Weighted average exercise price of exercisable options | $ | 1.18 | $ | 1.18 | $ | 1.18 | $ | 1.55 | $ | 2.46 | ||||||||||
at December 31, 2014 | ||||||||||||||||||||
Weighted average exercise price of outstanding options | $ | 1.18 | $ | 1.18 | $ | 1.18 | $ | 1.55 | $ | 2.03 | ||||||||||
at December 31, 2014 | ||||||||||||||||||||
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity for the years ended December 31, 2014, 2013 and 2012 is presented below (number of restricted stock units in thousands): | |||||||||||||||||||
Number of | Weighted Average | |||||||||||||||||||
Restricted | Grant Date | |||||||||||||||||||
Stock Units | Fair Value | |||||||||||||||||||
Outstanding restricted unvested awards at January 1, 2012 | 292 | $ | 12.04 | |||||||||||||||||
Granted | 1,387 | 8.16 | ||||||||||||||||||
Vested | (199 | ) | 12.2 | |||||||||||||||||
Forfeited | (147 | ) | 9.8 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2012 | 1,333 | 8.18 | ||||||||||||||||||
Granted | — | — | ||||||||||||||||||
Vested | (838 | ) | 8.19 | |||||||||||||||||
Forfeited | (71 | ) | 8.16 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2013 | 424 | 8.16 | ||||||||||||||||||
Granted | 522 | 1.14 | ||||||||||||||||||
Vested | (332 | ) | 8.16 | |||||||||||||||||
Forfeited | (92 | ) | 8.16 | |||||||||||||||||
Outstanding restricted unvested awards at December 31, 2014 | 522 | $ | 1.14 | |||||||||||||||||
Weighted average remaining contractual term (in years) | 0.6 | |||||||||||||||||||
2005 Plan | ||||||||||||||||||||
Stock Options Granted to Employees | Stock options granted to employees from the 2005 Plan are comprised of three tranches with the following terms: | |||||||||||||||||||
Tranche A | Tranche B | Tranche C | ||||||||||||||||||
Vesting | Ratably over 5 years* | 100% after 8 years** | 100% after 8 years** | |||||||||||||||||
Initial option term | 10 years | 10 years | 10 years | |||||||||||||||||
* | In the event of a sale of the Company, vesting for tranche A occurs 18 months after the date of sale. | |||||||||||||||||||
** | Tranche B and C vesting would be accelerated upon specified realized returns to Apollo. | |||||||||||||||||||
2007 Plan | ||||||||||||||||||||
Stock Options Granted to Employees | The stock options granted to employees from the 2007 Plan have the following terms: | |||||||||||||||||||
Vesting period | Ratably over 4 years | |||||||||||||||||||
Initial option term | 10 years | |||||||||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Principal Cash Flows and Related Weighted-Average Interest Rates by Expected Maturity | The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted-average interest rates by expected maturity for the Company’s long-term debt as of December 31, 2014. | ||||||||||||||||||||||||||||||||
Fair Value At | |||||||||||||||||||||||||||||||||
2020 and | December 31, | ||||||||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | 2014 | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Fixed rate debt | $ | 3.1 | $ | 0.3 | $ | — | $ | 835 | $ | — | $ | — | $ | 838.4 | $ | 599.2 | |||||||||||||||||
Average interest rate | 10.3 | % | 10.3 | % | 10.3 | % | 9.73 | % | |||||||||||||||||||||||||
Variable rate debt | $ | 7.7 | $ | 7.8 | $ | 7.8 | $ | 1,175.90 | $ | — | $ | — | $ | 1,199.20 | $ | 1,101.70 | |||||||||||||||||
Average interest rate (a) | 7.38 | % | 7.38 | % | 7.38 | % | 7.78 | % | |||||||||||||||||||||||||
(a) | Average interest rate is based on rates in effect at December 31, 2014. | ||||||||||||||||||||||||||||||||
Schedule of Fair Value Measured on Nonrecurring Basis | The following tables summarize assets measured at fair value using Level 3 inputs on a nonrecurring basis subsequent to initial recognition: | ||||||||||||||||||||||||||||||||
Fair Value Measurements at December 31, 2014 | |||||||||||||||||||||||||||||||||
Impairment | |||||||||||||||||||||||||||||||||
Losses | |||||||||||||||||||||||||||||||||
Fair Value at | Quoted Prices in Active | Significant Other | Significant | Year | |||||||||||||||||||||||||||||
December 31, | Markets for Identical | Observable | Unobservable | Ended | |||||||||||||||||||||||||||||
2014 | Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | December 31, 2014 | |||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Goodwill - Membership Products | $ | 89.6 | $ | — | $ | — | $ | 89.6 | $ | (292.4 | ) | ||||||||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||||||||||||||||||
Impairment | |||||||||||||||||||||||||||||||||
Losses | |||||||||||||||||||||||||||||||||
Fair Value at | Quoted Prices in Active | Significant Other | Significant | Year | |||||||||||||||||||||||||||||
December 31, | Markets for Identical | Observable | Unobservable | Ended | |||||||||||||||||||||||||||||
2013 | Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | December 31, 2013 | |||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Property and equipment | $ | — | $ | — | $ | — | $ | — | $ | (0.3 | ) | ||||||||||||||||||||||
Intangible assets | — | — | — | — | (1.3 | ) | |||||||||||||||||||||||||||
Equity investment | — | — | — | — | 0.7 | ||||||||||||||||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Schedule of Segment Information | |||||||||||||
Inter-segment net revenues were not significant to the net revenues of any one segment. | |||||||||||||
Segment EBITDA | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 62.2 | $ | 85.9 | $ | 125.2 | |||||||
Insurance and Package Products | 63.1 | 65 | 103.9 | ||||||||||
Global Loyalty Products | 68.1 | 67 | 54.6 | ||||||||||
International Products | 2.6 | 9.8 | 19.6 | ||||||||||
Total products | 196 | 227.7 | 303.3 | ||||||||||
Corporate | (21.2 | ) | (22.8 | ) | (17.8 | ) | |||||||
Impairment of goodwill and other long-lived assets | (292.4 | ) | (1.6 | ) | (39.7 | ) | |||||||
Total Segment EBITDA | $ | (117.6 | ) | $ | 203.3 | $ | 245.8 | ||||||
Provided below is a reconciliation of Segment EBITDA to income from operations. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Segment EBITDA | $ | (117.6 | ) | $ | 203.3 | $ | 245.8 | ||||||
Depreciation and amortization | (109.7 | ) | (113.9 | ) | (184.5 | ) | |||||||
Income from operations | $ | (227.3 | ) | $ | 89.4 | $ | 61.3 | ||||||
Reconciliation of Depreciation and Amortization by Segment to Consolidated | |||||||||||||
Depreciation and Amortization | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 35.3 | $ | 45.5 | $ | 80.7 | |||||||
Insurance and Package Products | 25.4 | 26.6 | 51.2 | ||||||||||
Global Loyalty Products | 16.9 | 14.5 | 14.3 | ||||||||||
International Products | 32.1 | 27.3 | 38.3 | ||||||||||
Total Depreciation and | $ | 109.7 | $ | 113.9 | $ | 184.5 | |||||||
Amortization | |||||||||||||
Reconciliation of Assets from Segment to Consolidated | |||||||||||||
Segment Assets | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 236.3 | $ | 545.8 | |||||||||
Insurance and Package Products | 160.5 | 227.1 | |||||||||||
Global Loyalty Products | 265.4 | 216.1 | |||||||||||
International Products | 282.8 | 312.5 | |||||||||||
Total Products | 945 | 1,301.50 | |||||||||||
Corporate | 92.7 | 83 | |||||||||||
Total Assets | $ | 1,037.70 | $ | 1,384.50 | |||||||||
Reconciliation of Capital Expenditures by Segment to Consolidated | |||||||||||||
Capital Expenditures | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
Membership Products | $ | 11.6 | $ | 13.9 | $ | 23.2 | |||||||
Insurance and Package Products | 1.6 | 0.6 | 0.2 | ||||||||||
Global Loyalty Products | 17.1 | 8.7 | 2.9 | ||||||||||
International Products | 23.2 | 19.8 | 26.1 | ||||||||||
53.5 | 43 | 52.4 | |||||||||||
Corporate | (2.5 | ) | 3.3 | (0.7 | ) | ||||||||
Total Capital Expenditures | $ | 51 | $ | 46.3 | $ | 51.7 | |||||||
Revenue by Geographic Area | |||||||||||||
Total Revenues | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(in millions) | |||||||||||||
U.S. | $ | 880 | $ | 998 | $ | 1,191.40 | |||||||
U.K. | 152.1 | 149 | 154.9 | ||||||||||
Other | 210.7 | 187.7 | 148.3 | ||||||||||
Total Revenues | $ | 1,242.80 | $ | 1,334.70 | $ | 1,494.60 | |||||||
Assets by Geographic Area | |||||||||||||
Total Assets | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in millions) | |||||||||||||
U.S. | $ | 754.9 | $ | 1,072.00 | |||||||||
U.K. | 141.6 | 142 | |||||||||||
Other | 141.2 | 170.5 | |||||||||||
Total Assets | $ | 1,037.70 | $ | 1,384.50 | |||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Data [Abstract] | |||||||||||||||||
Summary of Selected Quarterly Financial Data | Provided below is unaudited selected quarterly financial data for 2014 and 2013: | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in millions) | |||||||||||||||||
2014 | |||||||||||||||||
Net revenues | $ | 321.4 | $ | 303.8 | $ | 303 | $ | 314.6 | |||||||||
Marketing and commissions | $ | 125.4 | $ | 120.1 | $ | 114.8 | $ | 121.6 | |||||||||
Operating costs | $ | 108 | $ | 106 | $ | 96.7 | $ | 101.2 | |||||||||
General and administrative | $ | 50.1 | $ | 40.3 | $ | 50.6 | $ | 30.5 | |||||||||
Impairment of goodwill and other long-lived assets | $ | — | $ | — | $ | — | $ | 292.4 | |||||||||
Facility exit costs | $ | (0.1 | ) | $ | 0.7 | $ | 1.1 | $ | 1 | ||||||||
Depreciation and amortization | $ | 25 | $ | 29.1 | $ | 27.2 | $ | 28.4 | |||||||||
Net loss | $ | (36.1 | ) | $ | (48.5 | ) | $ | (30.9 | ) | $ | (258.4 | ) | |||||
2013 | |||||||||||||||||
Net revenues | $ | 347.4 | $ | 336.1 | $ | 339.4 | $ | 311.8 | |||||||||
Marketing and commissions | $ | 117.7 | $ | 127.2 | $ | 130.2 | $ | 158.1 | |||||||||
Operating costs | $ | 116.2 | $ | 104.5 | $ | 107.5 | $ | 111.2 | |||||||||
General and administrative | $ | 42.1 | $ | 44.7 | $ | 31.9 | $ | 38 | |||||||||
Impairment of goodwill and other long-lived assets | $ | — | $ | — | $ | — | $ | 1.6 | |||||||||
Facility exit costs | $ | — | $ | 0.5 | $ | — | $ | — | |||||||||
Depreciation and amortization | $ | 29.6 | $ | 28.4 | $ | 28.3 | $ | 27.6 | |||||||||
Net loss | $ | (4.5 | ) | $ | (13.4 | ) | $ | (3.3 | ) | $ | (68.0 | ) | |||||
GuarantorNonGuarantor_Suppleme1
Guarantor/Non-Guarantor Supplemental Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
AS OF DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 7.8 | $ | 2.5 | $ | 17.7 | $ | — | $ | 28 | |||||||||||
Restricted cash | 1.7 | 17.6 | 16.5 | — | 35.8 | ||||||||||||||||
Receivables, net | 1.4 | 62.2 | 55.7 | — | 119.3 | ||||||||||||||||
Profit-sharing receivables from insurance carriers | — | 28.7 | — | — | 28.7 | ||||||||||||||||
Prepaid commissions | — | 41.8 | 6.2 | — | 48 | ||||||||||||||||
Income taxes receivable | — | 0.4 | 0.9 | — | 1.3 | ||||||||||||||||
Intercompany interest receivable | 0.4 | — | 18.2 | (18.6 | ) | — | |||||||||||||||
Other current assets | 11.7 | 58.2 | 34.7 | — | 104.6 | ||||||||||||||||
Total current assets | 23 | 211.4 | 149.9 | (18.6 | ) | 365.7 | |||||||||||||||
Property and equipment, net | 5.4 | 90.9 | 42.7 | — | 139 | ||||||||||||||||
Contract rights and list fees, net | — | 16.7 | — | — | 16.7 | ||||||||||||||||
Goodwill | — | 245.4 | 76.8 | — | 322.2 | ||||||||||||||||
Other intangibles, net | — | 81.3 | 22 | — | 103.3 | ||||||||||||||||
Receivables from related parties | 25.2 | — | — | — | 25.2 | ||||||||||||||||
Investment in subsidiaries | 2,242.00 | 52.1 | 63.9 | (2,358.0 | ) | — | |||||||||||||||
Investment in intercompany notes | — | — | 360 | (360.0 | ) | — | |||||||||||||||
Intercompany loan receivable | 202.5 | 20.1 | — | (222.6 | ) | — | |||||||||||||||
Intercompany receivables | — | 1,916.10 | — | (1,916.1 | ) | — | |||||||||||||||
Other non-current assets | 23.9 | 27.7 | 14 | — | 65.6 | ||||||||||||||||
Total assets | $ | 2,522.00 | $ | 2,661.70 | $ | 729.3 | $ | (4,875.3 | ) | $ | 1,037.70 | ||||||||||
Liabilities and Deficit | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 10.3 | $ | 0.5 | $ | — | $ | — | $ | 10.8 | |||||||||||
Accounts payable and accrued expenses | 79.1 | 174.9 | 157.8 | — | 411.8 | ||||||||||||||||
Payables to related parties | 45 | 0.2 | — | — | 45.2 | ||||||||||||||||
Intercompany interest payable | 18.2 | — | 0.4 | (18.6 | ) | — | |||||||||||||||
Deferred revenue | — | 61.5 | 28.4 | — | 89.9 | ||||||||||||||||
Income taxes payable | 0.7 | — | 2.5 | — | 3.2 | ||||||||||||||||
Total current liabilities | 153.3 | 237.1 | 189.1 | (18.6 | ) | 560.9 | |||||||||||||||
Long-term debt | 1,664.70 | 0.4 | 353.3 | — | 2,018.40 | ||||||||||||||||
Deferred income taxes | — | 30.9 | 2.1 | — | 33 | ||||||||||||||||
Deferred revenue | — | 5.1 | 4.9 | — | 10 | ||||||||||||||||
Intercompany notes payable | 360 | — | — | (360.0 | ) | — | |||||||||||||||
Intercompany loans payable | — | — | 222.6 | (222.6 | ) | — | |||||||||||||||
Intercompany payables | 1,899.70 | — | 16.4 | (1,916.1 | ) | — | |||||||||||||||
Other long-term liabilities | 3.1 | 25 | 3.2 | — | 31.3 | ||||||||||||||||
Total liabilities | 4,080.80 | 298.5 | 791.6 | (2,517.3 | ) | 2,653.60 | |||||||||||||||
Total Affinion Group, Inc. deficit | (1,558.8 | ) | 2,363.20 | (63.4 | ) | (2,358.0 | ) | (1,617.0 | ) | ||||||||||||
Non-controlling interest in subsidiary | — | — | 1.1 | — | 1.1 | ||||||||||||||||
Total deficit | (1,558.8 | ) | 2,363.20 | (62.3 | ) | (2,358.0 | ) | (1,615.9 | ) | ||||||||||||
Total liabilities and deficit | $ | 2,522.00 | $ | 2,661.70 | $ | 729.3 | $ | (4,875.3 | ) | $ | 1,037.70 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
AS OF DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Assets | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1.7 | $ | 2.9 | $ | 15 | $ | — | $ | 19.6 | |||||||||||
Restricted cash | 1.6 | 18.9 | 16.1 | — | 36.6 | ||||||||||||||||
Receivables, net | 2.9 | 76.6 | 53 | — | 132.5 | ||||||||||||||||
Profit-sharing receivables from insurance carriers | — | 64.7 | — | — | 64.7 | ||||||||||||||||
Prepaid commissions | — | 29.8 | 7.7 | — | 37.5 | ||||||||||||||||
Income taxes receivable | — | 0.6 | 2 | — | 2.6 | ||||||||||||||||
Intercompany interest receivable | 0.7 | — | 2.5 | (3.2 | ) | — | |||||||||||||||
Other current assets | 8.2 | 36 | 43.2 | — | 87.4 | ||||||||||||||||
Total current assets | 15.1 | 229.5 | 139.5 | (3.2 | ) | 380.9 | |||||||||||||||
Property and equipment, net | 9.2 | 90.5 | 40.7 | — | 140.4 | ||||||||||||||||
Contract rights and list fees, net | — | 19.1 | — | — | 19.1 | ||||||||||||||||
Goodwill | — | 522 | 84.3 | — | 606.3 | ||||||||||||||||
Other intangibles, net | — | 115.1 | 38.7 | — | 153.8 | ||||||||||||||||
Receivables from related parties | 21.5 | — | — | — | 21.5 | ||||||||||||||||
Investment in subsidiaries | 2,312.90 | 52.1 | 63.9 | (2,428.9 | ) | — | |||||||||||||||
Investment in intercompany notes | — | — | 360 | (360.0 | ) | — | |||||||||||||||
Intercompany loan receivable | 141.1 | 22.8 | — | (163.9 | ) | — | |||||||||||||||
Intercompany receivables | — | 1,670.70 | — | (1,670.7 | ) | — | |||||||||||||||
Other non-current assets | 25.5 | 19.9 | 17.1 | — | 62.5 | ||||||||||||||||
Total assets | $ | 2,525.30 | $ | 2,741.70 | $ | 744.2 | $ | (4,626.7 | ) | $ | 1,384.50 | ||||||||||
Liabilities and Deficit | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Current portion of long-term debt | $ | 11.3 | $ | 0.4 | $ | — | $ | — | $ | 11.7 | |||||||||||
Accounts payable and accrued expenses | 97.9 | 164.8 | 128.5 | — | 391.2 | ||||||||||||||||
Payables to related parties | 40 | 0.1 | — | — | 40.1 | ||||||||||||||||
Intercompany interest payable | 2.5 | — | 0.7 | (3.2 | ) | — | |||||||||||||||
Deferred revenue | — | 71.5 | 33.9 | — | 105.4 | ||||||||||||||||
Income taxes payable | 1 | 0.1 | 3.2 | — | 4.3 | ||||||||||||||||
Total current liabilities | 152.7 | 236.9 | 166.3 | (3.2 | ) | 552.7 | |||||||||||||||
Long-term debt | 1,594.90 | 0.3 | 351.9 | — | 1,947.10 | ||||||||||||||||
Deferred income taxes | — | 71 | 3.5 | — | 74.5 | ||||||||||||||||
Deferred revenue | — | 5.2 | 5.2 | — | 10.4 | ||||||||||||||||
Intercompany notes payable | 360 | — | — | (360.0 | ) | — | |||||||||||||||
Intercompany loans payable | — | — | 163.9 | (163.9 | ) | — | |||||||||||||||
Intercompany payables | 1,652.60 | — | 18.1 | (1,670.7 | ) | — | |||||||||||||||
Other long-term liabilities | 3.2 | 30.1 | 3.5 | — | 36.8 | ||||||||||||||||
Total liabilities | 3,763.40 | 343.5 | 712.4 | (2,197.8 | ) | 2,621.50 | |||||||||||||||
Total Affinion Group, Inc. deficit | (1,238.1 | ) | 2,398.20 | 30.7 | (2,428.9 | ) | (1,238.1 | ) | |||||||||||||
Non-controlling interest in subsidiary | — | — | 1.1 | — | 1.1 | ||||||||||||||||
Total deficit | (1,238.1 | ) | 2,398.20 | 31.8 | (2,428.9 | ) | (1,237.0 | ) | |||||||||||||
Total liabilities and deficit | $ | 2,525.30 | $ | 2,741.70 | $ | 744.2 | $ | (4,626.7 | ) | $ | 1,384.50 | ||||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income | CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 879.4 | $ | 363.4 | $ | — | $ | 1,242.80 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 318.5 | 163.4 | — | 481.9 | ||||||||||||||||
Operating costs | — | 210.8 | 201.1 | — | 411.9 | ||||||||||||||||
General and administrative | 48.8 | 71.9 | 50.8 | — | 171.5 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 292.4 | — | — | 292.4 | ||||||||||||||||
Facility exit costs | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Depreciation and amortization | 1.2 | 76.4 | 32.1 | — | 109.7 | ||||||||||||||||
Total expenses | 50 | 972.7 | 447.4 | — | 1,470.10 | ||||||||||||||||
Income from operations | (50.0 | ) | (93.3 | ) | (84.0 | ) | — | (227.3 | ) | ||||||||||||
Interest income | — | 0.1 | 1 | — | 1.1 | ||||||||||||||||
Interest income – intercompany | — | — | 46.6 | (46.6 | ) | — | |||||||||||||||
Interest expense | (133.5 | ) | 6 | (52.7 | ) | — | (180.2 | ) | |||||||||||||
Interest expense – intercompany | (46.6 | ) | — | — | 46.6 | — | |||||||||||||||
Loss on debt extinguishment | (6.0 | ) | — | — | — | (6.0 | ) | ||||||||||||||
Other income (expense), net | — | — | — | — | — | ||||||||||||||||
Loss before income taxes and non-controlling interest | (236.1 | ) | (87.2 | ) | (89.1 | ) | — | (412.4 | ) | ||||||||||||
Income tax expense | (1.0 | ) | 43.3 | (3.8 | ) | — | 38.5 | ||||||||||||||
(237.1 | ) | (43.9 | ) | (92.9 | ) | — | (373.9 | ) | |||||||||||||
Equity in income of subsidiaries | (137.3 | ) | 3.9 | — | 133.4 | — | |||||||||||||||
Net loss | (374.4 | ) | (40.0 | ) | (92.9 | ) | 133.4 | (373.9 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (374.4 | ) | $ | (40.0 | ) | $ | (93.4 | ) | $ | 133.4 | $ | (374.4 | ) | |||||||
Net loss | $ | (374.4 | ) | $ | (40.0 | ) | $ | (92.9 | ) | $ | 133.4 | $ | (373.9 | ) | |||||||
Currency translation adjustment, net of tax | — | — | (4.5 | ) | — | (4.5 | ) | ||||||||||||||
Comprehensive loss | (374.4 | ) | (40.0 | ) | (97.4 | ) | 133.4 | (378.4 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (374.4 | ) | $ | (40.0 | ) | $ | (97.9 | ) | $ | 133.4 | $ | (378.9 | ) | |||||||
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 997.9 | $ | 336.8 | $ | — | $ | 1,334.70 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 377.7 | 155.5 | — | 533.2 | ||||||||||||||||
Operating costs | — | 259 | 180.4 | — | 439.4 | ||||||||||||||||
General and administrative | 33.4 | 92.6 | 30.7 | — | 156.7 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 1.6 | — | — | 1.6 | ||||||||||||||||
Facility exit costs | — | 0.5 | — | — | 0.5 | ||||||||||||||||
Depreciation and amortization | 1.2 | 85.4 | 27.3 | — | 113.9 | ||||||||||||||||
Total expenses | 34.6 | 816.8 | 393.9 | — | 1,245.30 | ||||||||||||||||
Income from operations | (34.6 | ) | 181.1 | (57.1 | ) | — | 89.4 | ||||||||||||||
Interest income | 0.1 | 0.2 | 0.2 | — | 0.5 | ||||||||||||||||
Interest income – intercompany | — | — | 2.6 | (2.6 | ) | — | |||||||||||||||
Interest expense | (160.6 | ) | (1.5 | ) | (3.5 | ) | — | (165.6 | ) | ||||||||||||
Interest expense – intercompany | (1.5 | ) | — | (1.1 | ) | 2.6 | — | ||||||||||||||
Other income (expense), net | — | 0.1 | — | — | 0.1 | ||||||||||||||||
Loss before income taxes and non-controlling interest | (196.6 | ) | 179.9 | (58.9 | ) | — | (75.6 | ) | |||||||||||||
Income tax expense | (1.3 | ) | (9.6 | ) | (2.7 | ) | — | (13.6 | ) | ||||||||||||
(197.9 | ) | 170.3 | (61.6 | ) | — | (89.2 | ) | ||||||||||||||
Equity in income of subsidiaries | 108.3 | — | — | (108.3 | ) | — | |||||||||||||||
Net loss | (89.6 | ) | 170.3 | (61.6 | ) | (108.3 | ) | (89.2 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.4 | ) | — | (0.4 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (89.6 | ) | $ | 170.3 | $ | (62.0 | ) | $ | (108.3 | ) | $ | (89.6 | ) | |||||||
Net loss | $ | (89.6 | ) | $ | 170.3 | $ | (61.6 | ) | $ | (108.3 | ) | $ | (89.2 | ) | |||||||
Currency translation adjustment, net of tax | — | — | (1.1 | ) | — | (1.1 | ) | ||||||||||||||
Comprehensive loss | (89.6 | ) | 170.3 | (62.7 | ) | (108.3 | ) | (90.3 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.1 | ) | — | (0.1 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (89.6 | ) | $ | 170.3 | $ | (62.8 | ) | $ | (108.3 | ) | $ | (90.4 | ) | |||||||
CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net revenues | $ | — | $ | 1,191.30 | $ | 303.3 | $ | — | $ | 1,494.60 | |||||||||||
Expenses: | |||||||||||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||||||||||
Marketing and commissions | — | 477 | 123.1 | — | 600.1 | ||||||||||||||||
Operating costs | — | 324.2 | 135.3 | — | 459.5 | ||||||||||||||||
General and administrative | 24.8 | 84.1 | 41.5 | — | 150.4 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 39.7 | — | — | 39.7 | ||||||||||||||||
Facility exit costs | — | (0.9 | ) | — | — | (0.9 | ) | ||||||||||||||
Depreciation and amortization | 1.1 | 145.1 | 38.3 | — | 184.5 | ||||||||||||||||
Total expenses | 25.9 | 1,069.20 | 338.2 | — | 1,433.30 | ||||||||||||||||
Income from operations | (25.9 | ) | 122.1 | (34.9 | ) | — | 61.3 | ||||||||||||||
Interest income | — | 0.7 | 0.1 | — | 0.8 | ||||||||||||||||
Interest income – intercompany | 1.2 | — | — | (1.2 | ) | — | |||||||||||||||
Interest expense | (147.9 | ) | (1.5 | ) | (0.9 | ) | — | (150.3 | ) | ||||||||||||
Interest expense – intercompany | — | — | (1.2 | ) | 1.2 | — | |||||||||||||||
Dividend income – intercompany | — | 11.4 | — | (11.4 | ) | — | |||||||||||||||
Other income (expense), net | — | 0.3 | (0.5 | ) | — | (0.2 | ) | ||||||||||||||
Loss before income taxes and non-controlling interest | (172.6 | ) | 133 | (37.4 | ) | (11.4 | ) | (88.4 | ) | ||||||||||||
Income tax expense | (1.4 | ) | (8.3 | ) | (0.5 | ) | — | (10.2 | ) | ||||||||||||
(174.0 | ) | 124.7 | (37.9 | ) | (11.4 | ) | (98.6 | ) | |||||||||||||
Equity in income of subsidiaries | 86.1 | — | — | (86.1 | ) | — | |||||||||||||||
Net loss | (87.9 | ) | 124.7 | (37.9 | ) | (97.5 | ) | (98.6 | ) | ||||||||||||
Less: net income attributable to non-controlling interest | — | — | (0.7 | ) | — | (0.7 | ) | ||||||||||||||
Net loss attributable to Affinion Group, Inc. | $ | (87.9 | ) | $ | 124.7 | $ | (38.6 | ) | $ | (97.5 | ) | $ | (99.3 | ) | |||||||
Net loss | $ | (87.9 | ) | $ | 124.7 | $ | (37.9 | ) | $ | (97.5 | ) | $ | (98.6 | ) | |||||||
Currency translation adjustment, net of tax | — | — | 1.2 | — | 1.2 | ||||||||||||||||
Comprehensive loss | (87.9 | ) | 124.7 | (36.7 | ) | (97.5 | ) | (97.4 | ) | ||||||||||||
Less: comprehensive income attributable to non-controlling interest | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | $ | (87.9 | ) | $ | 124.7 | $ | (37.3 | ) | $ | (97.5 | ) | $ | (98.0 | ) | |||||||
Schedule of Condensed Consolidating Statement of Cash Flows | CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (374.4 | ) | $ | (40.0 | ) | $ | (92.9 | ) | $ | 133.4 | $ | (373.9 | ) | |||||||
Adjustments to reconcile net loss to net cash provided | |||||||||||||||||||||
by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.2 | 76.4 | 32.1 | — | 109.7 | ||||||||||||||||
Amortization of debt discount and financing costs | 8.3 | — | 1.8 | — | 10.1 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 292.4 | — | — | 292.4 | ||||||||||||||||
Loss on extinguishment of debt | 6 | — | — | — | 6 | ||||||||||||||||
Provision for loss on accounts receivable | 0.1 | 0.1 | 0.1 | — | 0.3 | ||||||||||||||||
Financing costs | 5.6 | — | — | — | 5.6 | ||||||||||||||||
Facility exit costs | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Share-based compensation | 8.6 | — | — | — | 8.6 | ||||||||||||||||
Equity in (income) loss of subsidiaries | 137.3 | (3.9 | ) | — | (133.4 | ) | — | ||||||||||||||
Deferred income taxes | 0.5 | (43.3 | ) | (0.6 | ) | — | (43.4 | ) | |||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | — | 1.3 | (4.1 | ) | — | (2.8 | ) | ||||||||||||||
Receivables | 1.4 | 16.5 | (7.8 | ) | — | 10.1 | |||||||||||||||
Receivables from related parties | 16 | (3.7 | ) | (16.0 | ) | — | (3.7 | ) | |||||||||||||
Profit-sharing receivables from insurance carriers | — | 36 | — | — | 36 | ||||||||||||||||
Prepaid commissions | — | (12.1 | ) | 1.1 | — | (11.0 | ) | ||||||||||||||
Other current assets | (3.5 | ) | 21.2 | 5 | — | 22.7 | |||||||||||||||
Contract rights and list fees | — | 2.1 | — | — | 2.1 | ||||||||||||||||
Other non-current assets | 0.2 | (4.3 | ) | 0.5 | — | (3.6 | ) | ||||||||||||||
Accounts payable and accrued expenses | (15.3 | ) | (38.3 | ) | 43 | — | (10.6 | ) | |||||||||||||
Payables to related parties | (2.4 | ) | 0.1 | — | — | (2.3 | ) | ||||||||||||||
Deferred revenue | — | (10.3 | ) | (2.7 | ) | — | (13.0 | ) | |||||||||||||
Income taxes receivable and payable | (0.3 | ) | 0.1 | 0.5 | — | 0.3 | |||||||||||||||
Other long-term liabilities | (0.4 | ) | (9.0 | ) | 0.2 | — | (9.2 | ) | |||||||||||||
Other, net | 4.6 | 2.7 | 0.4 | — | 7.7 | ||||||||||||||||
Net cash provided by operating activities | (206.5 | ) | 286.7 | (39.4 | ) | — | 40.8 | ||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | 2.5 | (30.3 | ) | (23.2 | ) | — | (51.0 | ) | |||||||||||||
Acquisition-related payments, net of cash acquired | — | (19.8 | ) | (2.2 | ) | — | (22.0 | ) | |||||||||||||
Restricted cash | — | — | 2.1 | — | 2.1 | ||||||||||||||||
Intercompany receivables and payables | — | (236.4 | ) | — | 236.4 | — | |||||||||||||||
Net cash used in investing activities | 2.5 | (286.5 | ) | (23.3 | ) | 236.4 | (70.9 | ) | |||||||||||||
Financing Activities | |||||||||||||||||||||
Repayments under revolving credit facility, net | (41.0 | ) | — | — | — | (41.0 | ) | ||||||||||||||
Proceeds from issuance of debt | 425 | — | — | — | 425 | ||||||||||||||||
Financing costs | (21.9 | ) | — | — | — | (21.9 | ) | ||||||||||||||
Principal payments on borrowings | (315.5 | ) | (0.6 | ) | — | — | (316.1 | ) | |||||||||||||
Receivables from and payables to parent company | (4.9 | ) | — | — | — | (4.9 | ) | ||||||||||||||
Intercompany receivables and payables | 238.1 | — | (1.7 | ) | (236.4 | ) | — | ||||||||||||||
Intercompany loans | (70.4 | ) | — | 70.4 | — | — | |||||||||||||||
Intercompany dividend | 0.7 | — | (0.7 | ) | — | — | |||||||||||||||
Distribution to non-controlling interest of a subsidiary | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Net cash provided by financing activities | 210.1 | (0.6 | ) | 67.4 | (236.4 | ) | 40.5 | ||||||||||||||
Effect of changes in exchange rates on cash and | — | — | (2.0 | ) | — | (2.0 | ) | ||||||||||||||
cash equivalents | |||||||||||||||||||||
Net increase in cash and cash equivalents | 6.1 | (0.4 | ) | 2.7 | — | 8.4 | |||||||||||||||
Cash and cash equivalents, beginning of year | 1.7 | 2.9 | 15 | — | 19.6 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 7.8 | $ | 2.5 | $ | 17.7 | — | $ | 28 | ||||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (89.6 | ) | $ | 170.3 | $ | (61.6 | ) | $ | (108.3 | ) | $ | (89.2 | ) | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.2 | 85.4 | 27.3 | — | 113.9 | ||||||||||||||||
Amortization of debt discount and financing costs | 10.1 | — | — | — | 10.1 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 1.6 | — | — | 1.6 | ||||||||||||||||
Impairment of equity investment | — | — | 0.7 | — | 0.7 | ||||||||||||||||
Provision for loss on accounts receivable | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Financing costs | 11.1 | — | — | — | 11.1 | ||||||||||||||||
Facility exit costs | — | 0.5 | — | — | 0.5 | ||||||||||||||||
Share-based compensation | 9.6 | — | — | — | 9.6 | ||||||||||||||||
Equity in (income) loss of subsidiaries | (108.3 | ) | — | — | 108.3 | — | |||||||||||||||
Deferred income taxes | 0.5 | 8.8 | (2.0 | ) | — | 7.3 | |||||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | (1.6 | ) | 2.7 | (1.8 | ) | — | (0.7 | ) | |||||||||||||
Receivables | 0.4 | 6.7 | (2.6 | ) | — | 4.5 | |||||||||||||||
Receivables from related parties | 2.8 | — | (2.8 | ) | — | — | |||||||||||||||
Profit-sharing receivables from insurance carriers | — | 9.6 | 0.4 | — | 10 | ||||||||||||||||
Prepaid commissions | — | 7.7 | (2.5 | ) | — | 5.2 | |||||||||||||||
Other current assets | 2 | 4.5 | (8.2 | ) | — | (1.7 | ) | ||||||||||||||
Contract rights and list fees | — | 2.7 | — | — | 2.7 | ||||||||||||||||
Other non-current assets | 0.3 | 1.7 | (7.6 | ) | — | (5.6 | ) | ||||||||||||||
Accounts payable and accrued expenses | 8.1 | (29.3 | ) | 8.9 | — | (12.3 | ) | ||||||||||||||
Payables to related parties | (7.6 | ) | — | — | — | (7.6 | ) | ||||||||||||||
Deferred revenue | — | (21.7 | ) | 7.9 | — | (13.8 | ) | ||||||||||||||
Income taxes receivable and payable | 0.1 | 0.3 | (1.4 | ) | — | (1.0 | ) | ||||||||||||||
Other long-term liabilities | 0.5 | (3.2 | ) | (2.2 | ) | — | (4.9 | ) | |||||||||||||
Other, net | (1.9 | ) | (0.9 | ) | 1.2 | — | (1.6 | ) | |||||||||||||
Net cash provided by operating activities | (162.3 | ) | 250.1 | (46.3 | ) | — | 41.5 | ||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | (3.3 | ) | (23.2 | ) | (19.8 | ) | — | (46.3 | ) | ||||||||||||
Acquisition-related payments, net of cash acquired | — | — | (3.6 | ) | — | (3.6 | ) | ||||||||||||||
Restricted cash | — | — | (1.2 | ) | — | (1.2 | ) | ||||||||||||||
Net cash used in investing activities | (3.3 | ) | (23.2 | ) | (24.6 | ) | — | (51.1 | ) | ||||||||||||
Financing Activities | |||||||||||||||||||||
Borrowings under revolving credit facility, net | 46 | — | — | — | 46 | ||||||||||||||||
Financing costs | (10.7 | ) | — | — | — | (10.7 | ) | ||||||||||||||
Principal payments on borrowings | (11.3 | ) | (0.5 | ) | — | — | (11.8 | ) | |||||||||||||
Receivables from and payables to parent company | (26.2 | ) | — | — | — | (26.2 | ) | ||||||||||||||
Intercompany receivables and payables | 234.3 | (227.9 | ) | (6.4 | ) | — | 0 | ||||||||||||||
Intercompany loans | (66.1 | ) | — | 66.1 | — | — | |||||||||||||||
Capital contribution to a subsidiary | (2.3 | ) | — | 2.3 | — | — | |||||||||||||||
Distribution to non-controlling interest of a subsidiary | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||||
Net cash used in financing activities | 163.7 | (228.4 | ) | 61.4 | — | (3.3 | ) | ||||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | — | — | — | — | ||||||||||||||||
Net decrease in cash and cash equivalents | (1.9 | ) | (1.5 | ) | (9.5 | ) | — | (12.9 | ) | ||||||||||||
Cash and cash equivalents, beginning of year | 3.6 | 4.4 | 24.5 | — | 32.5 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 1.7 | $ | 2.9 | $ | 15 | — | $ | 19.6 | ||||||||||||
CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012 | |||||||||||||||||||||
(In millions) | |||||||||||||||||||||
Non- | |||||||||||||||||||||
Parent | Guarantor | Guarantor | |||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Operating Activities | |||||||||||||||||||||
Net loss | $ | (87.9 | ) | $ | 124.7 | $ | (37.9 | ) | $ | (97.5 | ) | $ | (98.6 | ) | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization | 1.1 | 145.1 | 38.3 | — | 184.5 | ||||||||||||||||
Amortization of debt discount and financing costs | 8.6 | — | — | — | 8.6 | ||||||||||||||||
Unrealized loss on interest rate swaps | 1.2 | — | — | — | 1.2 | ||||||||||||||||
Impairment of goodwill and other long-lived assets | — | 39.7 | — | — | 39.7 | ||||||||||||||||
Impairment of equity investment | — | — | 1 | — | 1 | ||||||||||||||||
Adjustment to liability for additional consideration based on earn-out | (14.6 | ) | — | — | — | (14.6 | ) | ||||||||||||||
Provision for loss on accounts receivable | — | 6.6 | 0.3 | — | 6.9 | ||||||||||||||||
Facility exit costs | — | (0.9 | ) | — | — | (0.9 | ) | ||||||||||||||
Share-based compensation | 11.2 | — | — | — | 11.2 | ||||||||||||||||
Equity in (income) loss of subsidiaries | (86.1 | ) | — | — | 86.1 | — | |||||||||||||||
Intercompany dividend | — | (11.4 | ) | — | 11.4 | — | |||||||||||||||
Deferred income taxes | 0.5 | 8.1 | (6.3 | ) | — | 2.3 | |||||||||||||||
Net change in assets and liabilities: | |||||||||||||||||||||
Restricted cash | — | (0.5 | ) | — | — | (0.5 | ) | ||||||||||||||
Receivables | (1.7 | ) | (4.9 | ) | (7.4 | ) | — | (14.0 | ) | ||||||||||||
Receivables from related parties | (0.8 | ) | 0.5 | 1 | — | 0.7 | |||||||||||||||
Profit-sharing receivables from insurance carriers | — | (1.0 | ) | 0.4 | — | (0.6 | ) | ||||||||||||||
Prepaid commissions | — | 10.3 | 0.1 | — | 10.4 | ||||||||||||||||
Other current assets | (5.5 | ) | (7.2 | ) | (2.7 | ) | — | (15.4 | ) | ||||||||||||
Contract rights and list fees | — | 0.1 | — | — | 0.1 | ||||||||||||||||
Other non-current assets | (0.6 | ) | 6.4 | — | — | 5.8 | |||||||||||||||
Accounts payable and accrued expenses | (13.5 | ) | (18.4 | ) | 20.4 | — | (11.5 | ) | |||||||||||||
Payables to related parties | (2.8 | ) | (0.8 | ) | (0.1 | ) | — | (3.7 | ) | ||||||||||||
Deferred revenue | — | (34.4 | ) | (7.5 | ) | — | (41.9 | ) | |||||||||||||
Income taxes receivable and payable | (0.1 | ) | (0.9 | ) | 2.4 | — | 1.4 | ||||||||||||||
Other long-term liabilities | 0.1 | (1.0 | ) | (0.6 | ) | — | (1.5 | ) | |||||||||||||
Other, net | (1.4 | ) | (1.0 | ) | 0.7 | — | (1.7 | ) | |||||||||||||
Net cash provided by operating activities | (192.3 | ) | 259.1 | 2.1 | — | 68.9 | |||||||||||||||
Investing Activities | |||||||||||||||||||||
Capital expenditures | 0.7 | (26.3 | ) | (26.1 | ) | — | (51.7 | ) | |||||||||||||
Acquisition-related payments, net of cash acquired | — | — | (13.5 | ) | — | (13.5 | ) | ||||||||||||||
Restricted cash | — | — | (3.1 | ) | — | (3.1 | ) | ||||||||||||||
Net cash used in investing activities | 0.7 | (26.3 | ) | (42.7 | ) | — | (68.3 | ) | |||||||||||||
Financing Activities | |||||||||||||||||||||
Deferred financing costs | (6.3 | ) | — | — | — | (6.3 | ) | ||||||||||||||
Principal payments on borrowings | (11.3 | ) | (0.5 | ) | — | — | (11.8 | ) | |||||||||||||
Return of capital to parent company | (37.0 | ) | — | — | — | (37.0 | ) | ||||||||||||||
Intercompany receivables and payables | 217.2 | (220.4 | ) | 3.2 | — | (0.0 | ) | ||||||||||||||
Intercompany loans | (23.9 | ) | (9.5 | ) | 33.4 | — | — | ||||||||||||||
Capital contribution to a subsidiary | (0.7 | ) | — | 0.7 | — | — | |||||||||||||||
Net cash used in financing activities | 138 | (230.4 | ) | 37.3 | — | (55.1 | ) | ||||||||||||||
Effect of changes in exchange rates on cash and cash equivalents | — | — | 0.7 | — | 0.7 | ||||||||||||||||
Net decrease in cash and cash equivalents | (53.6 | ) | 2.4 | (2.6 | ) | — | (53.8 | ) | |||||||||||||
Cash and cash equivalents, beginning of year | 57.2 | 2.8 | 26.3 | — | 86.3 | ||||||||||||||||
Cash and Cash Equivalents, End of Year | $ | 3.6 | $ | 5.2 | $ | 23.7 | $ | — | $ | 32.5 | |||||||||||
Basis_of_Presentation_and_Busi2
Basis of Presentation and Business Description - Additional Information (Details) (Cendant Marketing Services Division, USD $) | Oct. 17, 2005 |
In Millions, unless otherwise specified | |
Cendant Marketing Services Division | |
Business Acquisition [Line Items] | |
Sale pursuant to a purchase agreement | $1,800 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2014 | Sep. 30, 2012 | Mar. 31, 2012 |
Customer | |||||||
Segment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Insurance Costs | $186.90 | $168.50 | $164.10 | ||||
Gross premiums collected earned as commission revenue under administrative agreements | 60.00% | ||||||
Gross premiums retained in fiduciary account managed by ABG on behalf of carrier | 40.00% | ||||||
Number of primary product lines of loyalty | 4 | ||||||
Fair value in excess of carrying value | 25.00% | 25.00% | 25.00% | ||||
Goodwill impairment loss | 292.4 | ||||||
Number of largest marketing partners of company | 10 | ||||||
Percentage of revenue derived from largest marketing partners | 35.00% | 39.00% | 46.00% | ||||
Profit sharing receivables due from insurance carrier | 36.2 | ||||||
Property and equipment acquired on capital lease | 0.7 | ||||||
Accrued Property And Equipment | 0.3 | 2.5 | 3.1 | 0.3 | |||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 | ||||
Impairment loss related to property and equipment | 0.3 | ||||||
Accrual for financing costs | 3.4 | ||||||
Prospectiv | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill impairment loss | 31.5 | ||||||
Impairment of goodwill and other long-lived assets | 1.6 | ||||||
Impairment loss related to Prospectiv intangibles | 1.3 | 8.2 | |||||
Impairment loss related to property and equipment | 0.3 | ||||||
Accruals reversed for additional consideration recorded as part of acquisition | 14.6 | ||||||
Reduction in initial purchase price | 0.7 | ||||||
Impairment loss | 39.7 | ||||||
Revenue | largest marketing partner and customers | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue from Company's largest marketing partner and its customers | 11.20% | 13.40% | 15.30% | ||||
Membership Products | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill long-term growth rate | 0.00% | ||||||
Discount rate | 15.50% | ||||||
Goodwill impairment loss | $292.40 | $292.40 | |||||
Goodwill impairment loss, percentage | 76.60% | 76.60% | |||||
Impairment of goodwill and other long-lived assets | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Minimum discount rates | 10.50% | 10.50% | |||||
Maximum discount rates | 20.00% | 20.00% | |||||
Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill long-term growth rate | 0.00% | ||||||
Agreement terminated notice period | 30 days | ||||||
Minimum | Leasehold improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 5 years | ||||||
Minimum | Capitalized software | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 3 years | ||||||
Minimum | Computer equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 3 years | ||||||
Minimum | Furniture, fixtures and equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 5 years | ||||||
Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill long-term growth rate | 3.00% | ||||||
Agreement terminated notice period | 90 days | ||||||
Maximum | Leasehold improvements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 15 years | ||||||
Maximum | Capitalized software | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 5 years | ||||||
Maximum | Computer equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 5 years | ||||||
Maximum | Furniture, fixtures and equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful lives | 7 years | ||||||
Accelerated amortization method | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contractual Term | 5 years | ||||||
Straight line amortization method | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contractual Term | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Member relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Declining balance |
Member relationships | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 5 years |
Member relationships | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 8 years |
Affinity relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Declining balance, straight line |
Affinity relationships | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 1 year |
Affinity relationships | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 14 years |
Proprietary databases and systems | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Straight line |
Proprietary databases and systems | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 3 years |
Proprietary databases and systems | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 10 years |
Trademarks and Trade names | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Straight line |
Trademarks and Trade names | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 5 years |
Trademarks and Trade names | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 15 years |
Patents and technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Declining balance, straight line |
Patents and technology | Minimum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 5 years |
Patents and technology | Maximum | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Useful lives | 12 years |
Covenants not-to-compete | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Straight line |
Useful lives | Contract life |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Receivables [Abstract] | ||
Balance at beginning of period | $11.80 | $9.40 |
Provision charged to expense, net of recoveries | -1.9 | 2.7 |
Write-offs | -1.4 | -0.3 |
Balance at end of period | $8.50 | $11.80 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Sep. 09, 2014 | Dec. 31, 2014 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||||
Upfront cash payment | $18.40 | ||||
Working Capital Adjustment | 0.4 | ||||
Contingent consideration payable | 3.9 | ||||
SkyMall Ventures, LLC | |||||
Business Acquisition [Line Items] | |||||
Upfront cash payment | 18.4 | ||||
Working Capital Adjustment | 0.4 | ||||
Contingent consideration payable | 3.9 | ||||
Purchase price allocation | 19.1 | ||||
Acquisition present value | 0.3 | ||||
Acquisition costs | 0.8 | ||||
SkyMall Ventures, LLC | Affinity relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted-average useful life of intangible assets | 8 years | ||||
Boyner Bireysel Urunler Satis Ve Pazarlama A.S | |||||
Business Acquisition [Line Items] | |||||
Outstanding capital acquired | 90.00% | ||||
Percent of capital to be purchased with call option | 10.00% | ||||
Percent of capital to be purchased with put option | 10.00% | ||||
Boyner Bireysel Urunler Satis Ve Pazarlama A.S | Minimum | |||||
Business Acquisition [Line Items] | |||||
Period of purchase for call option | 5 years | ||||
Boyner Bireysel Urunler Satis Ve Pazarlama A.S | Maximum | |||||
Business Acquisition [Line Items] | |||||
Period of purchase for call option | 8 years | ||||
Bofis Turizm ve Ticaret A.S | |||||
Business Acquisition [Line Items] | |||||
Outstanding capital acquired | 99.99% | ||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | |||||
Business Acquisition [Line Items] | |||||
Upfront cash payment | 12.5 | ||||
Contingent consideration payable | 8.4 | ||||
Purchase price allocation | 19 | ||||
Acquisition present value | 6.5 | ||||
Acquisition costs | 0.8 | 0.1 | 0.7 | ||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | Trade Names | |||||
Business Acquisition [Line Items] | |||||
Weighted-average useful life of intangible assets | 10 years | ||||
Intangible assets acquired | 5.1 | ||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | Member relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted-average useful life of intangible assets | 8 years | ||||
Intangible assets acquired | $3.70 | 3.7 |
Acquisitions_Assets_Acquired_a
Acquisitions - Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 09, 2014 | Nov. 14, 2012 |
In Millions, unless otherwise specified | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $322.20 | $606.30 | $607.30 | ||
SkyMall Ventures, LLC | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | 3.8 | ||||
Other current assets, including gift card inventory | 37.7 | ||||
Intangible assets | 11.9 | ||||
Goodwill | 14.6 | ||||
Accounts payable and accrued liabilities | -48.8 | ||||
Other current liabilities | -0.1 | ||||
Consideration transferred | 19.1 | ||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | |||||
Business Acquisition [Line Items] | |||||
Cash | 2.3 | ||||
Trade receivables | 4 | ||||
Other current assets | 0.9 | ||||
Property and equipment | 1.3 | ||||
Intangible assets | 11 | ||||
Goodwill | 6.8 | ||||
Other assets | 0.1 | ||||
Accounts payable and accrued liabilities | -6.6 | ||||
Other current liabilities | -0.5 | ||||
Deferred income taxes | -0.3 | ||||
Consideration transferred | $19 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Amortizable Intangible Assets (Details) (Other intangibles, net, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $1,732.70 | $1,735.90 |
Accumulated Amortization | -1,629.40 | -1,582.10 |
Net Carrying Amount | 103.3 | 153.8 |
Member relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 939.8 | 943.2 |
Accumulated Amortization | -932 | -920.9 |
Net Carrying Amount | 7.8 | 22.3 |
Affinity relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 649.1 | 647.7 |
Accumulated Amortization | -574.4 | -544.1 |
Net Carrying Amount | 74.7 | 103.6 |
Proprietary databases and systems | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59.9 | 60.1 |
Accumulated Amortization | -57.4 | -57.2 |
Net Carrying Amount | 2.5 | 2.9 |
Trademarks and Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33.5 | 34.3 |
Accumulated Amortization | -18.8 | -16.5 |
Net Carrying Amount | 14.7 | 17.8 |
Patents and technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47.8 | 47.9 |
Accumulated Amortization | -44.6 | -41.5 |
Net Carrying Amount | 3.2 | 6.4 |
Covenants not-to-compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.6 | 2.7 |
Accumulated Amortization | -2.2 | -1.9 |
Net Carrying Amount | $0.40 | $0.80 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 14, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Sep. 09, 2014 |
Finite Lived Intangible Assets [Line Items] | |||||||
Increase (decrease) in intangible assets | ($17) | $1.80 | |||||
Increase (decrease) in accumulated amortization | -14.2 | 2.5 | |||||
Goodwill, gross | 661.6 | 653.3 | 661.6 | 654.3 | |||
Accumulated impairment loss | 339.4 | 47 | 339.4 | 47 | |||
Fair value in excess of carrying value | 25.00% | 25.00% | 25.00% | ||||
Goodwill impairment loss | 292.4 | ||||||
Impairment of goodwill and other long-lived assets | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Minimum discount rates | 10.50% | 10.50% | |||||
Maximum discount rates | 20.00% | 20.00% | |||||
Minimum | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill long-term growth rate | 0.00% | ||||||
Maximum | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill long-term growth rate | 3.00% | ||||||
Global Loyalty Products | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Accumulated impairment loss | 15.5 | 15.5 | |||||
Membership Products | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Accumulated impairment loss | 292.4 | 292.4 | |||||
Goodwill long-term growth rate | 0.00% | ||||||
Discount rate | 15.50% | ||||||
Goodwill impairment loss | 292.4 | 292.4 | |||||
Goodwill impairment loss, percentage | 76.60% | 76.60% | |||||
Other intangibles, net | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Expected amortization expense in 2015 | 42.7 | 42.7 | |||||
Expected amortization expense in 2016 | 13.8 | 13.8 | |||||
Expected amortization expense in 2017 | 9.3 | 9.3 | |||||
Expected amortization expense in 2018 | 8.4 | 8.4 | |||||
Expected amortization expense in 2019 | 7.1 | 7.1 | |||||
SkyMall Ventures, LLC | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Intangible assets | 11.9 | ||||||
SkyMall Ventures, LLC | Affinity relationships | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Intangible assets | 11.9 | ||||||
Weighted-average useful life of intangible assets | 8 years | ||||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Intangible assets | 11 | ||||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | Trademarks and Trade names | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Intangible assets acquired | 5.1 | ||||||
Boyner Bireysel Urunler Satis ve Pazarlama A.S and Bofis Turizm ve Ticaret A.S | Member relationships | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Weighted-average useful life of intangible assets | 8 years | ||||||
Intangible assets acquired | 3.7 | 3.7 | |||||
Prospectiv | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment loss | 31.5 | ||||||
Prospectiv | Membership Products | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Accumulated impairment loss | $31.50 | 31.5 |
Intangible_Assets_Schedule_of_1
Intangible Assets - Schedule of Amortization Expense Relating to Intangible Assets (Details) (Other intangibles, net, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | $61.50 | $71.40 | $132.10 |
Member relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 13.9 | 21.1 | 76.8 |
Affinity relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 41.1 | 41 | 43.9 |
Proprietary databases and systems | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 0.5 | 1.2 | 1.2 |
Trademarks and Trade names | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 2.6 | 2.7 | 2.4 |
Patents and technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | 3.1 | 5.1 | 7.4 |
Covenants not-to-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | $0.30 | $0.30 | $0.40 |
Intangible_Assets_Schedule_of_2
Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 |
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | $606.30 | $607.30 | ||
Acquisition | 15.8 | -1.7 | ||
Impairment | -292.4 | |||
Currency Translation | -7.5 | 0.7 | ||
Goodwill, Ending Balance | 322.2 | 606.3 | 322.2 | |
Membership Products | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 382 | 382 | ||
Impairment | -292.4 | -292.4 | ||
Goodwill, Ending Balance | 89.6 | 89.6 | 382 | |
Insurance and Package Products | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 58.3 | |||
Goodwill, Ending Balance | 58.3 | 58.3 | 58.3 | 58.3 |
Global Loyalty Products | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 81.7 | 81.7 | ||
Acquisition | 15.8 | |||
Goodwill, Ending Balance | 97.5 | 97.5 | 81.7 | |
International Products | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 84.3 | 85.3 | ||
Acquisition | -1.7 | |||
Currency Translation | -7.5 | 0.7 | ||
Goodwill, Ending Balance | $76.80 | $84.30 | $76.80 |
Contract_Rights_and_List_Fees_2
Contract Rights and List Fees, Net - Components of Contract Rights and List Fees (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Contract rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $59.10 | $62.40 |
Accumulated Amortization | -58.7 | -61.7 |
Net Carrying Amount | 0.4 | 0.7 |
List fees | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51.7 | 48.3 |
Accumulated Amortization | -35.4 | -29.9 |
Net Carrying Amount | 16.3 | 18.4 |
Contract rights and list fees, net | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 110.8 | 110.7 |
Accumulated Amortization | -94.1 | -91.6 |
Net Carrying Amount | $16.70 | $19.10 |
Contract_Rights_and_List_Fees_3
Contract Rights and List Fees, Net - Additional information (Details) (Contract rights and list fees, net, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Contract rights and list fees, net | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization expenses | $5.80 | $6.10 | $6 |
Amortization expenses included in marketing expense | 5.5 | 5.8 | 5.6 |
Amortization expenses | 0.3 | 0.3 | 0.4 |
Expected amortization expense in 2015 | 4.9 | ||
Expected amortization expense in 2016 | 3.7 | ||
Expected amortization expense in 2017 | 2.5 | ||
Expected amortization expense in 2018 | 2 | ||
Expected amortization expense in 2019 | $1.50 |
Other_Current_Assets_Schedule_
Other Current Assets - Schedule of Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Prepaid Expense And Other Assets Current [Abstract] | ||
Gift card inventory | $45 | $22.40 |
Prepaid membership materials | 2.2 | 1.4 |
Prepaid insurance costs | 4.9 | 3.6 |
Other receivables | 12.9 | 18.6 |
Prepaid merchant fees | 0.8 | 0.7 |
Prepaid information technology costs | 6.9 | 6.2 |
Other | 31.9 | 34.5 |
Total | $104.60 | $87.40 |
Property_and_Equipment_Net_Com
Property and Equipment, Net - Components of Property and Equipment, Net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | $472.80 | $444.40 |
Less: Accumulated depreciation and amortization | -333.8 | -304 |
Total | 139 | 140.4 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | 24.4 | 24.8 |
Capitalized software | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | 237.1 | 219.8 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | 164.2 | 153.5 |
Furniture, fixtures and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | 21.7 | 21.3 |
Projects in progress | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment | $25.40 | $25 |
Property_and_Equipment_Net_Com1
Property and Equipment, Net - Components of Property and Equipment, Net (Parenthetical) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property Plant And Equipment [Abstract] | ||
Computer equipment under capital leases | $2.70 | $2.40 |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense on property and equipment | $47.90 | $42.20 | $52 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Components of Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Payables And Accruals [Abstract] | ||
Accounts payable | $124.20 | $121.60 |
Accrued commissions | 12.4 | 17.5 |
Accrued payroll and related costs | 43.8 | 50.8 |
Accrued product costs | 30.6 | 35 |
Accrued marketing costs | 24.1 | 26.6 |
Accrued interest | 30.9 | 22.6 |
Accrued taxes, other than income taxes | 14.5 | 37 |
Accrued legal and professional fees and loss contingency accruals | 41.9 | 15.4 |
Gift card deposits | 40.5 | |
Other | 48.9 | 64.7 |
Total | $411.80 | $391.20 |
LongTerm_Debt_Components_of_Lo
Long-Term Debt - Components of Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $0.80 | $0.80 |
Total debt | 2,029.20 | 1,958.80 |
Less: current portion of long-term debt | -10.8 | -11.7 |
Long-term debt | 2,018.40 | 1,947.10 |
First lien term loan due 2018 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 769.2 | |
Second lien term loan due 2018 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 425 | |
Term loan due 2016 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 1,084.70 | |
Revolving credit facility expiring in 2018 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 5 | |
Revolving credit facility expiring in 2015 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 46 | |
7.875% senior notes due 2018 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 473.3 | 472.8 |
13.50% senior subordinated notes due 2018 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 353.3 | 351.9 |
11 1/2% senior subordinated notes due 2015 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $2.60 | $2.60 |
LongTerm_Debt_Components_of_Lo1
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
7.875% senior notes due 2018 | ||
Debt Instrument [Line Items] | ||
Effective interest rate on notes | 8.31% | 8.31% |
Debt Instruments, unamortized discount | $1.70 | $2.20 |
13.50% senior subordinated notes due 2018 | ||
Debt Instrument [Line Items] | ||
Effective interest rate on notes | 14.31% | 14.31% |
Debt Instruments, unamortized discount | $6.70 | $8.10 |
11 1/2% senior subordinated notes due 2015 | ||
Debt Instrument [Line Items] | ||
Effective interest rate on notes | 12.25% | 12.25% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 5 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | 20-May-14 | Dec. 31, 2012 | 20-May-14 | Dec. 12, 2013 | Nov. 20, 2012 | Apr. 09, 2010 |
Debt Instrument [Line Items] | ||||||||
Financing costs | $5.90 | $5.90 | ||||||
Loss on extinguishment of debt | 6 | |||||||
Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured credit facility with lenders | 1,000 | |||||||
Amended Affinion Credit Facility | Option One | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 5.25% | |||||||
First lien term loan due 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount on term loans | 775 | 775 | ||||||
Debt instrument amortization percentage | 1.00% | |||||||
First lien term loan due 2018 | Federal funds effective rate | Option two | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 0.50% | |||||||
First lien term loan due 2018 | Alternate base rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 2.50% | |||||||
First lien term loan due 2018 | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of term loan facility | 30-Apr-18 | |||||||
Second lien term loan due 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount on term loans | 377.9 | 377.9 | ||||||
Interest rate under line of credit facility | 8.50% | |||||||
Second lien term loan due 2018 | Federal funds effective rate | Option two | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 0.50% | |||||||
Second lien term loan due 2018 | Alternate base rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 2.50% | |||||||
Second lien term loan due 2018 | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of term loan facility | 31-Oct-18 | |||||||
Interest rate under line of credit facility | 1.50% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured credit facility with lenders | 80 | 80 | ||||||
Maturity date of term loan facility | 29-Jan-18 | |||||||
Reduction amount of revolving credit facility | 85 | |||||||
Revolving Credit Facility | Option two | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 4.25% | |||||||
Revolving Credit Facility | Federal funds effective rate | Option two | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 0.50% | |||||||
Revolving Credit Facility | Alternate base rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 2.50% | |||||||
Revolving Credit Facility | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 7.20% | 7.10% | 5.70% | |||||
Term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 6.80% | 6.60% | 5.20% | 6.80% | ||||
Libor Loans | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 5.25% | 5.00% | 3.50% | |||||
Libor Loans | Amended Affinion Credit Facility | Option One | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 7.00% | |||||||
Libor Loans | First lien term loan due 2018 | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 1.50% | |||||||
Libor Loans | Revolving Credit Facility | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate under line of credit facility | 1.50% | |||||||
Maximum Required Ratio For Financial Maintenance Covenants | 4.25% | |||||||
Base Rate | Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 2.50% | |||||||
Base Rate | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 4.25% | 4.00% | ||||||
Base Rate | Amended Affinion Credit Facility | Option two | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest margin of loans | 6.00% | |||||||
11.625% senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate of notes | 11.63% | |||||||
13.50% senior subordinated notes due 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate of notes | 13.50% | |||||||
13.50% senior subordinated notes due 2018 | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Incremental percentage on interest rate margins | 0.25% | |||||||
Second lien term loan including additional borrowing due 2018 | Amended Affinion Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount on term loans | $425 | 425 |
LongTerm_Debt_Additional_Infor1
Long-Term Debt - Additional Information 1 (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2013 | 20-May-14 | Nov. 19, 2010 | |
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $5,000,000 | $46,000,000 | ||||
Borrowings under revolving credit facility | 162,000,000 | 100,000,000 | 82,900,000 | |||
Repayments under revolving credit facility | 203,000,000 | 54,000,000 | 82,900,000 | |||
Available for borrowings under revolving credit facility | 61,700,000 | |||||
Letters of credit issued | 15,400,000 | |||||
Financing costs | 5,900,000 | 5,900,000 | ||||
13.50% senior subordinated notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of notes tendered | 360,000,000 | |||||
Debt instrument, payment terms | The Investments senior subordinated notes bear interest at 13.50% per annum, payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2014. The Investments senior subordinated notes will mature on August 15, 2018. | |||||
Third party beneficiaries | 25.00% | |||||
Interest rate of notes | 13.50% | |||||
13.50% Senior subordinated notes due 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of notes tendered | 1,000 | 352,900,000 | ||||
2013 senior subordinated notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date of notes | 15-Aug-18 | |||||
7.875% senior notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of notes tendered | 475,000,000 | |||||
Maturity date of notes | 15-Dec-18 | |||||
Interest rate of notes | 7.88% | |||||
At Prior to Consent Period | 13.50% senior subordinated notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of senior notes holders would receive on exchange | 1,020 | |||||
After Consent Period | Subsidiary of Common Parent | 13.50% Senior subordinated notes due 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of senior notes holders would receive on exchange | 1,000 | |||||
Scenario One | 13.50% senior subordinated notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of Senior Subordinate Notes redeemable | 35.00% | |||||
Debt Instrument, Redemption Price, Percentage | 113.50% | |||||
Scenario Two | 13.50% senior subordinated notes due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit issued | $13,300,000 | |||||
Maturity date of notes | 29-Jan-18 |
LongTerm_Debt_Additional_Infor2
Long-Term Debt - Additional Information 2 (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 26, 2006 | Dec. 12, 2013 | |
Debt Instrument [Line Items] | |||||
Gross proceeds from issuance of debt | $425,000,000 | ||||
Dividends allowable under debt agreements | 13,800,000 | ||||
Cash dividends paid | 0 | 0 | 37,000,000 | ||
Unamortized debt issuance costs | 26,800,000 | 28,200,000 | |||
2006 senior subordinated notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes tendered | 355,500,000 | 352,900,000 | |||
Interest rate of notes | 11.50% | ||||
Gross proceeds from issuance of debt | 350,500,000 | ||||
Maturity date of notes | 15-Oct-15 | ||||
Bridge Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | 349,500,000 | ||||
Outstanding borrowings | 383,600,000 | ||||
13.50% senior subordinated notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes tendered | $360,000,000 | ||||
Interest rate of notes | 13.50% |
LongTerm_Debt_Aggregate_Maturi
Long-Term Debt - Aggregate Maturities of Debt, Including Capital Leases (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $10.80 |
2016 | 8.1 |
2017 | 7.8 |
2018 | 2,010.90 |
Long Term Debt And Capital Lease Obligations Gross, Total | $2,037.60 |
LongTerm_Debt_Additional_Infor3
Long-Term Debt - Additional Information 3 (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jun. 30, 2014 | Oct. 05, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2013 | Nov. 19, 2010 | |
Series A Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of senior notes holders would receive on exchange | $30,300,000 | ||||||
Series A Warrants | Class B Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase shares | 46.1069 | ||||||
Series B Warrants | Class B Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase shares | 239.8612 | ||||||
After Consent Period | Series A Warrants | Class B Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase shares | 46.1069 | ||||||
After Consent Period | Series B Warrants | Class B Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants issued to purchase shares | 239.8612 | ||||||
11.625% senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of notes | 325,000,000 | ||||||
Proceeds net of discount | 320,300,000 | ||||||
Related fees and expenses paid | 6,700,000 | ||||||
Cash dividends paid | 0 | 0 | 37,000,000 | ||||
Interest rate of notes | 11.63% | ||||||
11.625% senior notes | Affinion Holdings | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from cash dividend | 115,300,000 | ||||||
2010 senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of notes | 475,000,000 | ||||||
Aggregate principal amount of notes tendered | 1,000 | ||||||
Aggregate principal amount of senior notes holders would receive on exchange | 292,800,000 | ||||||
Maturity date of term loan facility | 15-Dec-18 | ||||||
Interest rate of notes | 7.88% | ||||||
13.75% senior notes due 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of senior notes holders would receive on exchange | 292,800,000 | ||||||
Debt instrument, payment terms | The Affinion Holdingsb 2013 senior notes bear interest at 13.75% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2014. At Affinion Holdingsb option (subject to certain exceptions), it may elect to pay interest (i) in cash, (ii) by increasing the principal amount of the Affinion Holdingsb 2013 senior notes (bPIK Interestb), or (iii) 50% as cash and 50% as PIK Interest. PIK Interest accrues at 13.75% per annum plus 0.75%. The Affinion Holdingsb 2013 senior notes will mature on September 15, 2018. In June 2014, Affinion Holdings completed an offer to exchange Affinion Holdingsb 2013 senior notes for Affinion Holdingsb Series A warrants to purchase shares of Affinion Holdingsb Class B common stock. In connection with the exchange offer, approximately $88.7 million aggregate principal amount of Affinion Holdingsb 2013 senior notes were exchanged for up to approximately 30.3 million Series A warrants to purchase shares of Affinion Holdings Class B common stock. | ||||||
Maturity date of term loan facility | 15-Sep-18 | ||||||
Interest rate of notes | 13.75% | ||||||
Incremental percentage on interest rate | 0.75% | ||||||
Principal amount of debt exchanged | 88,700,000 | ||||||
13.75% senior notes due 2018 | At Prior to Consent Period | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of senior notes holders would receive on exchange | 1,000 | ||||||
13.75% senior notes due 2018 | After Consent Period | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of senior notes holders would receive on exchange | $950 |
Income_Taxes_Summary_of_Income
Income Taxes - Summary of Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $0.20 | ||
State | -0.4 | -1.5 | -1.3 |
Foreign | -4.5 | -4.8 | -6.8 |
Total Current | -4.9 | -6.3 | -7.9 |
Deferred: | |||
Federal | 40.9 | -8.2 | -8.3 |
State | 1.9 | -1.1 | -0.2 |
Foreign | 0.6 | 2 | 6.2 |
Total Deferred | 43.4 | -7.3 | -2.3 |
Total income tax benefit (expense) | $38.50 | ($13.60) | ($10.20) |
Income_Taxes_Schedule_of_PreTa
Income Taxes - Schedule of Pre-Tax Loss for Domestic and Foreign Operations Before Non-controlling Interests (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Domestic | ($325.40) | ($16.60) | ($51) |
Foreign | -87 | -59 | -37.4 |
Pre-tax loss | ($412.40) | ($75.60) | ($88.40) |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current deferred income tax assets: | ||
Accrued expenses and deferred revenue | $45.80 | $45.80 |
Provision for doubtful accounts | 2 | 2.9 |
Other | 27.3 | 23 |
Current deferred income tax assets | 75.1 | 71.7 |
Current deferred income tax liabilities: | ||
Profit-sharing receivables from insurance carriers | -5.8 | -12.8 |
Accrued expenses | -1.2 | -1.9 |
Prepaid expenses | -12.2 | -11.5 |
Current deferred income tax liabilities | -19.2 | -26.2 |
Valuation allowance | -55.7 | -45 |
Current net deferred income tax asset | 0.2 | 0.5 |
Non-current deferred income tax assets: | ||
Net operating loss carryforwards | 304.1 | 220.7 |
State net operating loss carryforwards | 28.2 | 19.3 |
Depreciation and amortization | 827.7 | 718 |
Other | 5.2 | 8.4 |
Foreign tax credits | 38.3 | 36.5 |
Non-current deferred income tax assets | 1,203.50 | 1,002.90 |
Non-current deferred income tax liabilities: | ||
Other | -0.2 | 0.8 |
Depreciation and amortization | -601.9 | -528.6 |
Non-current deferred income tax liabilities | -602.1 | -527.8 |
Valuation allowance | -634.1 | -548.7 |
Non-current net deferred income tax liability (net of non-current deferred income tax asset included in other non-current assets on the December 31, 2014 and 2013 consolidated balance sheet of $0.3 and $0.9, respectively) | ($32.70) | ($73.60) |
Income_Taxes_Schedule_of_Defer1
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Parenthetical) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Non-current deferred income tax asset included in other non-current assets | $0.30 | $0.90 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards | $711.10 | $533 | |
Foreign tax credit carryforwards | 38.3 | 36.5 | |
State net operating loss carryforwards | 628.5 | 447.8 | |
State tax credits | 2.1 | 2.1 | |
Net operating loss carryforwards in foreign jurisdictions | 244.5 | 172.6 | |
Valuation allowance relating to net operating losses | 244.2 | 169 | |
Deferred tax assets valuation allowance | 689.8 | 593.7 | 533.2 |
Increase in valuation allowance | 96.1 | 60.5 | |
Deficit in retained earnings | -1,720.80 | -1,346.40 | |
Loss before income taxes and non-controlling interest | -412.4 | -75.6 | -88.4 |
Percentage of tax holiday for cantonal purposes | 50.00% | ||
Validity of tax holiday | The tax holiday is valid for cantonal purposes from the 2012 start date until the end of the 2017 tax period. | ||
Tax holiday additional renewal period | 5 years | ||
Interest in income tax expense related to uncertain tax positions | -0.6 | -0.1 | -0.1 |
Increase (decrease) in unrecognized tax benefits | 8.9 | 4.7 | 3.3 |
Unrecognized tax benefits, Maturity Period | 12 months | ||
Minimum | |||
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards expiration year | 2025 | 2025 | |
Foreign tax credit carryforwards expiration date | 2015 | 2015 | |
State net operating loss carryforwards expiration period | 2015 | 2014 | |
State tax credits expiration period | 2015 | 2014 | |
Net operating loss carryforwards in foreign jurisdictions, expiration date | 2015 | 2014 | |
Maximum | |||
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards expiration year | 2034 | 2033 | |
Foreign tax credit carryforwards expiration date | 2024 | 2023 | |
State net operating loss carryforwards expiration period | 2034 | 2033 | |
State tax credits expiration period | 2019 | 2018 | |
Net operating loss carryforwards in foreign jurisdictions, expiration date | 2032 | 2031 | |
Affinion Holdings | |||
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards | 1,033.30 | 804.9 | |
Foreign tax credit carryforwards | 38.3 | 36.5 | |
State net operating loss carryforwards | 675.4 | 511 | |
State tax credits | 2.1 | 2.1 | |
Net operating loss carryforwards in foreign jurisdictions | 244.5 | 172.6 | |
Valuation allowance relating to net operating losses | 244.2 | 169 | |
Deferred tax assets valuation allowance | 803.3 | 688.1 | 611.2 |
Increase in valuation allowance | 115.2 | 76.9 | |
Affinion Holdings | Minimum | |||
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards expiration year | 2025 | 2025 | |
Foreign tax credit carryforwards expiration date | 2015 | 2015 | |
State net operating loss carryforwards expiration period | 2015 | 2014 | |
State tax credits expiration period | 2015 | 2014 | |
Net operating loss carryforwards in foreign jurisdictions, expiration date | 2015 | 2014 | |
Affinion Holdings | Maximum | |||
Income Taxes [Line Items] | |||
Federal net operating loss carryforwards expiration year | 2034 | 2033 | |
Foreign tax credit carryforwards expiration date | 2024 | 2023 | |
State net operating loss carryforwards expiration period | 2034 | 2033 | |
State tax credits expiration period | 2019 | 2018 | |
Net operating loss carryforwards in foreign jurisdictions, expiration date | 2032 | 2031 | |
South African, Italian and Turkish Subsidiaries | |||
Income Taxes [Line Items] | |||
Deficit in retained earnings | ($10.10) |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Differs from U.S. Federal Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal expense | 3.30% | -1.10% | 0.30% |
Change in valuation allowance and other | -18.40% | -55.30% | -41.50% |
Taxes on foreign operations at rates different than U.S. federal rates | -1.10% | -5.20% | -0.30% |
Foreign tax credits | 0.70% | 6.30% | 7.70% |
Impairment of goodwill and other long-lived assets | -9.90% | -12.20% | |
Non-deductible expenses | -0.30% | 2.30% | -0.50% |
Effective income tax rate | 9.30% | -18.00% | -11.50% |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Tax Reserves for Uncertain Tax Positions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits b January 1 | $5.20 | $0.50 | $3.80 |
Gross decrease b lapse in statute of limitations | -0.1 | -0.4 | |
Gross increase b current period tax positions | 0.9 | 7.4 | 0.2 |
Gross decrease b current period tax positions | -9.8 | -2.6 | -3.1 |
Unrecognized tax benefits b December 31 | ($3.70) | $5.20 | $0.50 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Oct. 10, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 |
sqft | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Amount of loss contingency liability | $19.40 | |||||||||||
Investigatory costs | 13.5 | |||||||||||
Letters of credit issued | 15.4 | 15.4 | ||||||||||
Rent expense | 18.5 | 21.8 | 20 | |||||||||
Other Commitments in 2015 | 10.6 | 10.6 | ||||||||||
Other Commitments in 2016 | 9.5 | 9.5 | ||||||||||
Other Commitments in 2017 | 2.6 | 2.6 | ||||||||||
Other Commitments in 2018 | 2.6 | 2.6 | ||||||||||
Operating lease for headquarters facility | 140,000 | |||||||||||
Operating lease term extension year | 2024 | |||||||||||
Facility exit costs | 1 | 1.1 | 0.7 | -0.1 | 0.5 | 2.7 | 0.5 | -0.9 | 6.2 | 8 | ||
Reduction in Facility Closure Reserve | 0.9 | |||||||||||
Accrued facility exits costs | 1.1 | 1.1 | 1.8 | |||||||||
Other long-term liabilities | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Accrued facility exits costs | 1.1 | 1.1 | 1.6 | |||||||||
Accounts payable and accrued expenses | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Accrued facility exits costs | 0.2 | |||||||||||
Leaseholds and Leasehold Improvements | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Accrued other long-term liabilities in connection with asset | 1 | 1 | 1.2 | |||||||||
Vacated premises | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Facility exit costs | 2.7 | 0.5 | ||||||||||
Surety Bond | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Surety bonds outstanding | $10.70 | $10.70 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Required Under Non-Cancelable Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $20 |
2016 | 16.6 |
2017 | 14.8 |
2018 | 13.9 |
2019 | 11.8 |
Thereafter | 37.8 |
Future minimum lease payments | $114.90 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Oct. 17, 2005 | Nov. 30, 2007 | Apr. 01, 2014 | Dec. 31, 2011 |
Installments | ||||||||||
Board of Directors | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Maximum authorized period for grant of shares | 10 years | |||||||||
Modified Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Range of exercise price, Minimum | $1.14 | |||||||||
Modified Stock Option | Board of Directors | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Range of exercise price, Minimum | $1.14 | |||||||||
Number of stock options granted | 100,000 | 200,000 | 0 | 0 | ||||||
Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise price of the shares granted | 1.14 | 3.97 | 8.16 | |||||||
Weighted average exercise price of outstanding options | 1.72 | 5.86 | 6.26 | |||||||
Weighted average exercise price of options forfeited | 4.97 | 8.34 | 7.09 | |||||||
Stock-based compensation expense | 6.4 | 3.7 | 5.1 | $3.40 | ||||||
Stock-based compensation, nonvested awards, total compensation cost not yet recognized | 2.2 | |||||||||
Number of employees | 200 | |||||||||
Weighted average period of recognition | 1 year 1 month 6 days | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 1.1 | 5.9 | 6.1 | |||||||
Weighted average period of recognition | 6 months | |||||||||
Number of Restricted Stock Units, Granted | 522,000 | 1,387,000 | ||||||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized | 0.3 | |||||||||
Performance Incentive Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Range of exercise price, Minimum | $1.14 | |||||||||
Stock-based compensation expense | 2.2 | |||||||||
Stock-based compensation, nonvested awards, total compensation cost not yet recognized | 6.7 | |||||||||
Weighted average period of recognition | 1 year 1 month 6 days | |||||||||
Percentage of award value | 50.00% | |||||||||
Number of installments vesting | 3 | |||||||||
Award value granted under Performance Program | 9.6 | |||||||||
Award value granted Outstanding under Performance Program | 9 | |||||||||
Award value granted net of forfeitures under Performance Program | 0.6 | |||||||||
Common Stock, Value | 1.1 | |||||||||
Performance Incentive Awards | Installment 1 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 15-Mar-15 | |||||||||
Performance Incentive Awards | Installment 2 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 15-Mar-16 | |||||||||
Performance Incentive Awards | Installment 3 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 15-Mar-17 | |||||||||
2005 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Authorized shares granted | 4,900,000 | |||||||||
2005 Plan | Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Maximum authorized period for grant of shares | 10 years | |||||||||
2005 Plan | Modified Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of option outstanding | 1,900,000 | |||||||||
2005 Plan | Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of stock options granted | 0 | 0 | 0 | |||||||
2007 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Authorized shares granted | 10,000,000 | |||||||||
Shares available for future grants | 400,000 | |||||||||
Number of option outstanding | 4,003,000 | 3,294,000 | 3,562,000 | 3,850,000 | ||||||
Number of stock options granted | 1,440,000 | 370,000 | 495,000 | |||||||
Weighted average exercise price of outstanding options | 2.03 | |||||||||
2007 Plan | Employee Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Maximum authorized period for grant of shares | 10 years | 10 years | ||||||||
2007 Plan | Modified Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of option outstanding | 2,400,000 | |||||||||
2007 Plan | Restricted Stock Units (RSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of Restricted Stock Units, Granted | 1,400,000 | |||||||||
Aggregate value of Restricted Stock Units | 11.3 | |||||||||
Maximum vesting date for Restricted Stock Units | 31-Dec-14 | |||||||||
Value per share of parent company | 8.16 | |||||||||
Webloyalty 2005 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Maximum authorized period for grant of shares | 10 years | |||||||||
Number of option outstanding | 500,000 | |||||||||
Range of exercise price, Minimum | 1.14 | |||||||||
Range of exercise price, Maximum | 7.32 | |||||||||
Webloyalty 2005 Plan | Modified Stock Option | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of option outstanding | 500,000 | |||||||||
Range of exercise price, Minimum | $1.14 |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Options Granted to Employees (Details) (Employee Stock Option) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Oct. 17, 2005 | Nov. 30, 2007 | Dec. 31, 2014 | ||
2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Initial option term | 10 years | |||
2007 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting | Ratably over 4 years | |||
Initial option term | 10 years | 10 years | ||
Vesting period | 4 years | |||
Tranche A 2005 plan | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting | Ratably over 5 years | [1] | ||
Initial option term | 10 years | |||
Vesting period | 5 years | |||
Tranche B 2005 plan | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting | 100% after 8 years | [2] | ||
Initial option term | 10 years | |||
Vesting period | 8 years | |||
Vesting, rate | 100.00% | |||
Tranche C 2005 plan | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting | 100% after 8 years | [2] | ||
Initial option term | 10 years | |||
Vesting period | 8 years | |||
Vesting, rate | 100.00% | |||
[1] | In the event of a sale of the Company, vesting for tranche A occurs 18 months after the date of sale. | |||
[2] | Tranche B and C vesting would be accelerated upon specified realized returns to Apollo. |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Fair Value Option Award (Details) (Employee Stock Option) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 85.00% | 50.00% | 50.00% |
Expected life (in years) | 6 years 3 months | 6 years 3 months | |
Risk-free interest rate | 2.04% | 1.15% | 1.15% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 5 years 10 months 21 days | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 3 months |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Option Activity (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
2007 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding options, beginning of year | 3,294 | 3,562 | 3,850 | |
Granted | 1,440 | 370 | 495 | |
Forfeited or expired | -731 | -638 | -783 | |
Outstanding options, end of period | 4,003 | 3,294 | 3,562 | |
Vested or expected to vest at December 31, 2014 | 4,003 | |||
Exercisable options at December 31, 2014 | 1,991 | |||
Weighted average remaining contractual term (in years) | 9 years 2 months 12 days | |||
Weighted average grant date fair value per option | $0.83 | $4 | $3.97 | |
Weighted average exercise price of exercisable options at December 31, 2014 | $2.46 | |||
Weighted average exercise price of outstanding options at December 31, 2014 | $2.03 | |||
Tranche A | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding options, beginning of year | 1,346 | 1,390 | 1,558 | |
Forfeited or expired | -237 | -44 | -168 | |
Outstanding options, end of period | 1,109 | 1,346 | 1,390 | |
Vested or expected to vest at December 31, 2014 | 1,109 | |||
Exercisable options at December 31, 2014 | 1,109 | |||
Weighted average remaining contractual term (in years) | 8 years 1 month 6 days | |||
Weighted average exercise price of exercisable options at December 31, 2014 | $1.18 | |||
Weighted average exercise price of outstanding options at December 31, 2014 | $1.18 | |||
Tranche B | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding options, beginning of year | 662 | 681 | 767 | |
Forfeited or expired | -108 | -19 | -86 | |
Outstanding options, end of period | 554 | 662 | 681 | |
Vested or expected to vest at December 31, 2014 | 554 | |||
Exercisable options at December 31, 2014 | 538 | |||
Weighted average remaining contractual term (in years) | 8 years 1 month 6 days | |||
Weighted average exercise price of exercisable options at December 31, 2014 | $1.18 | |||
Weighted average exercise price of outstanding options at December 31, 2014 | $1.18 | |||
Tranche C | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding options, beginning of year | 662 | 681 | 767 | |
Forfeited or expired | -108 | -19 | -86 | |
Outstanding options, end of period | 554 | 662 | 681 | |
Vested or expected to vest at December 31, 2014 | 554 | |||
Exercisable options at December 31, 2014 | 538 | |||
Weighted average remaining contractual term (in years) | 8 years 1 month 6 days | |||
Weighted average exercise price of exercisable options at December 31, 2014 | $1.18 | |||
Weighted average exercise price of outstanding options at December 31, 2014 | $1.18 | |||
Grants to Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding options, beginning of year | 352 | 423 | 423 | |
Granted | 75 | |||
Forfeited or expired | -44 | -71 | ||
Outstanding options, end of period | 383 | 352 | 423 | |
Vested or expected to vest at December 31, 2014 | 383 | |||
Exercisable options at December 31, 2014 | 383 | |||
Weighted average remaining contractual term (in years) | 6 years 3 months 18 days | |||
Weighted average grant date fair value per option | $0.83 | |||
Weighted average exercise price of exercisable options at December 31, 2014 | $1.55 | |||
Weighted average exercise price of outstanding options at December 31, 2014 | $1.55 |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding restricted unvested units Beginning Balance, shares | 424 | 1,333 | 292 |
Number of Restricted Stock Units, Granted | 522 | 1,387 | |
Number of Restricted Stock Units, Vested | -332 | -838 | -199 |
Number of Restricted Stock Units, Forfeited | -92 | -71 | -147 |
Outstanding restricted unvested units Ending Balance, shares | 522 | 424 | 1,333 |
Weighted average remaining contractual term (in years) | 7 months 6 days | ||
Outstanding restricted unvested awards, Weighted Average Grant Date Fair Value, Beginning Balance | $8.16 | $8.18 | $12.04 |
Weighted Average Grant Date Fair Value, Granted | $1.14 | $8.16 | |
Weighted Average Grant Date Fair Value, Vested | $8.16 | $8.19 | $12.20 |
Weighted Average Grant Date Fair Value, Forfeited | $8.16 | $8.16 | $9.80 |
Outstanding restricted unvested awards, Weighted Average Grant Date Fair Value, Ending Balance | $1.14 | $8.16 | $8.18 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Benefit Plans [Line Items] | |||
Employer Contribution to plan | The Company sponsors a domestic defined contribution savings plan that provides certain eligible employees an opportunity to accumulate funds for retirement. Under the domestic 401(k) defined contribution plan, the Company matched the contributions of participating employees based on 100% of the first 4% of the participating employeebs contributions up to 4% of the participating employeebs salary. | ||
Percentage of employer contribution of first 4% of employee contribution | 100.00% | ||
Percentage of employee contribution for initial employer contribution | 4.00% | ||
Percentage of maximum employer contribution for defined contribution plan | 4.00% | ||
Defined contribution plan expense | $7.40 | $7.10 | $6.50 |
Minimum | |||
Employee Benefit Plans [Line Items] | |||
Percentage of participating employee's salary contributed by Company | 6.00% | ||
Maximum | |||
Employee Benefit Plans [Line Items] | |||
Percentage of participating employee's salary contributed by Company | 10.00% |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 12 Months Ended | 4 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Jan. 28, 2010 | Nov. 14, 2014 | 13-May-14 | Dec. 11, 2013 | Nov. 13, 2013 | |
Related Party Transaction [Line Items] | ||||||||||
Cash dividends paid | $0 | $0 | $37,000,000 | |||||||
Loan to parent | 25,200,000 | 21,500,000 | 25,200,000 | 1,900,000 | 1,900,000 | 2,600,000 | 18,900,000 | |||
Cendant Subsidiaries | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Indemnification obligation occurrence threshold | 100,000 | 100,000 | ||||||||
Aggregate amount of losses | 15,000,000 | |||||||||
Indemnification obligation, recovery limit | 275,100,000 | |||||||||
Cendant And Affinion | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loss agreed for indemnification | 15,000,000 | |||||||||
Loss agreed for indemnification, maximum limit | 15,000,000 | |||||||||
Apollo | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Period of advisory services | 12 years | |||||||||
Beneficial economic interest | 5.00% | |||||||||
Annual Consulting fee | 2,000,000 | |||||||||
Consulting fee expensed during period | 2,600,000 | 2,600,000 | 2,600,000 | 600,000 | ||||||
Apollo | SkyMall Ventures, LLC | Fulfillment Services, Merchandise | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of merchandise purchased | 6,800,000 | |||||||||
Apollo | SkyMall Ventures, LLC | Fulfillment Services, Gift Cards | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of merchandise purchased | 3,200,000 | |||||||||
Apollo | Consulting Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual Consulting fee | 2,000,000 | |||||||||
Apollo | Amended and Restated Consulting Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual Consulting fee | 2,600,000 | |||||||||
SOURCEHOV, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees incurred | 600,000 | 700,000 | ||||||||
AMC Entertainment, Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of gift cards purchased | 4,100,000 | |||||||||
Novitex Enterprise Solutions | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting fee expensed during period | 400,000 | |||||||||
Alclear | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost method investment, percentage | 5.00% | |||||||||
Revised cost method investment, percentage | 2.90% | |||||||||
Revenue earned for services | 500,000 | 900,000 | 1,100,000 | |||||||
Cost method investment, acquisition price | 1,000,000 | |||||||||
Board of Directors | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants exercisable | 14-Jan-11 | |||||||||
Expiration of warrants | 12-May-12 | |||||||||
Trilegiant Corporation | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consulting fees paid per month | $7,500 |
Financial_Instruments_Addition
Financial Instruments - Additional Information (Details) | 12 Months Ended | 12 Months Ended | ||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 12-May-11 | Feb. 21, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
USD ($) | USD ($) | USD ($) | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Foreign Exchange Forward | Foreign Exchange Forward | Foreign Exchange Forward | Foreign Exchange Forward | Foreign Exchange Forward | Foreign Exchange Forward | Foreign Exchange Forward | Credit Risk Contract | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Buy USD Sell EUR | Buy USD Sell EUR | Buy USD Sell GBP | Buy USD Sell GBP | USD ($) | |||||
USD ($) | EUR (€) | USD ($) | GBP (£) | |||||||||||||
Derivative Instruments Gain Loss [Line Items] | ||||||||||||||||
Notional amount of swap | $500 | |||||||||||||||
Derivative termination period | 17-Oct-12 | |||||||||||||||
Fixed interest rate of derivatives | 2.99% | |||||||||||||||
Interest expense | 180.2 | 165.6 | 150.3 | 0 | 0 | 1.2 | ||||||||||
Derivative contract period | 30 days | |||||||||||||||
Notional amount of foreign currency derivative sale contracts | 32.3 | 26.6 | 21.6 | 13.9 | ||||||||||||
Foreign currency contracts, realized gain (loss) | 5 | -1.7 | -1.9 | |||||||||||||
Profit sharing receivables due from insurance carrier | $36.20 | $36.20 |
Financial_Instruments_Principa
Financial Instruments - Principal Cash Flows and Related Weighted-Average Interest Rates by Expected Maturity (Details) (USD $) | Dec. 31, 2014 | |
In Millions, unless otherwise specified | ||
Long Term Debt Percentage Bearing Fixed Interest Rate | ||
Debt Instrument [Line Items] | ||
2015 | $3.10 | |
2016 | 0.3 | |
2018 | 835 | |
Total | 838.4 | |
Fair Value At December 31,2014 | 599.2 | |
Long Term Debt Percentage Bearing Fixed Interest Rate | Year One | ||
Debt Instrument [Line Items] | ||
Average interest rate | 10.30% | |
Long Term Debt Percentage Bearing Fixed Interest Rate | Year Two | ||
Debt Instrument [Line Items] | ||
Average interest rate | 10.30% | |
Long Term Debt Percentage Bearing Fixed Interest Rate | Year Three | ||
Debt Instrument [Line Items] | ||
Average interest rate | 10.30% | |
Long Term Debt Percentage Bearing Fixed Interest Rate | Year Four | ||
Debt Instrument [Line Items] | ||
Average interest rate | 9.73% | |
Long Term Debt Percentage Bearing Variable Interest Rate | ||
Debt Instrument [Line Items] | ||
2015 | 7.7 | |
2016 | 7.8 | |
2017 | 7.8 | |
2018 | 1,175.90 | |
Total | 1,199.20 | |
Fair Value At December 31,2014 | $1,101.70 | |
Long Term Debt Percentage Bearing Variable Interest Rate | Year One | ||
Debt Instrument [Line Items] | ||
Average interest rate | 7.38% | [1] |
Long Term Debt Percentage Bearing Variable Interest Rate | Year Two | ||
Debt Instrument [Line Items] | ||
Average interest rate | 7.38% | [1] |
Long Term Debt Percentage Bearing Variable Interest Rate | Year Three | ||
Debt Instrument [Line Items] | ||
Average interest rate | 7.38% | [1] |
Long Term Debt Percentage Bearing Variable Interest Rate | Year Four | ||
Debt Instrument [Line Items] | ||
Average interest rate | 7.78% | [1] |
[1] | Average interest rate is based on rates in effect at DecemberB 31, 2014. |
Financial_Instruments_Schedule
Financial Instruments - Schedule of Fair Value Measured on Nonrecurring Basis (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Property and equipment, impairment charges | ($0.30) | |||
Intangible assets, impairment loss | -1.3 | |||
Equity investment, impairment loss | 0.7 | 1 | ||
Impairment | -292.4 | |||
Membership Products | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment | -292.4 | -292.4 | ||
Fair Value, Measurements, Nonrecurring | Membership Products | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Goodwill | 89.6 | 89.6 | ||
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | Membership Products | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Goodwill | $89.60 | $89.60 |
Segment_Information_Additional
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment_Information_Schedule_o
Segment Information - Schedule of Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $314.60 | $303 | $303.80 | $321.40 | $311.80 | $339.40 | $336.10 | $347.40 | $1,242.80 | $1,334.70 | $1,494.60 |
Operating income loss before depreciation and amortization | -117.6 | 203.3 | 245.8 | ||||||||
Impairment of goodwill and other long-lived assets | -292.4 | -1.6 | -39.7 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income loss before depreciation and amortization | 196 | 227.7 | 303.3 | ||||||||
Operating Segments | Membership Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 446.9 | 531.9 | 706.1 | ||||||||
Operating income loss before depreciation and amortization | 62.2 | 85.9 | 125.2 | ||||||||
Operating Segments | Insurance and Package Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 264 | 298.5 | 332 | ||||||||
Operating income loss before depreciation and amortization | 63.1 | 65 | 103.9 | ||||||||
Operating Segments | Global Loyalty Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 170.9 | 169.8 | 155.6 | ||||||||
Operating income loss before depreciation and amortization | 68.1 | 67 | 54.6 | ||||||||
Operating Segments | International Products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 362.9 | 336.7 | 303.2 | ||||||||
Operating income loss before depreciation and amortization | 2.6 | 9.8 | 19.6 | ||||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | -1.9 | -2.2 | -2.3 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income loss before depreciation and amortization | ($21.20) | ($22.80) | ($17.80) |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Segment Ebitda to Income from Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting [Abstract] | |||||||||||
Operating income loss before depreciation and amortization | ($117.60) | $203.30 | $245.80 | ||||||||
Depreciation and amortization | -28.4 | -27.2 | -29.1 | -25 | -27.6 | -28.3 | -28.4 | -29.6 | -109.7 | -113.9 | -184.5 |
Income (loss) from operations | ($227.30) | $89.40 | $61.30 |
Segment_Information_Reconcilia1
Segment Information - Reconciliation of Depreciation and Amortization by Segment to Consolidated (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Information [Line Items] | |||||||||||
Depreciation and amortization | $28.40 | $27.20 | $29.10 | $25 | $27.60 | $28.30 | $28.40 | $29.60 | $109.70 | $113.90 | $184.50 |
Membership Products | |||||||||||
Segment Information [Line Items] | |||||||||||
Depreciation and amortization | 35.3 | 45.5 | 80.7 | ||||||||
Insurance and Package Products | |||||||||||
Segment Information [Line Items] | |||||||||||
Depreciation and amortization | 25.4 | 26.6 | 51.2 | ||||||||
Global Loyalty Products | |||||||||||
Segment Information [Line Items] | |||||||||||
Depreciation and amortization | 16.9 | 14.5 | 14.3 | ||||||||
International Products | |||||||||||
Segment Information [Line Items] | |||||||||||
Depreciation and amortization | $32.10 | $27.30 | $38.30 |
Segment_Information_Reconcilia2
Segment Information - Reconciliation of Assets by Segment to Consolidated (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Segment Information [Line Items] | ||
Total Assets | $1,037.70 | $1,384.50 |
Membership Products | ||
Segment Information [Line Items] | ||
Total Assets | 236.3 | 545.8 |
Insurance and Package Products | ||
Segment Information [Line Items] | ||
Total Assets | 160.5 | 227.1 |
Global Loyalty Products | ||
Segment Information [Line Items] | ||
Total Assets | 265.4 | 216.1 |
International Products | ||
Segment Information [Line Items] | ||
Total Assets | 282.8 | 312.5 |
Product | ||
Segment Information [Line Items] | ||
Total Assets | 945 | 1,301.50 |
Corporate | ||
Segment Information [Line Items] | ||
Total Assets | $92.70 | $83 |
Segment_Information_Reconcilia3
Segment Information - Reconciliation of Capital Expenditures by Segment to Consolidated (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Information [Line Items] | |||
Total Capital Expenditures | $51 | $46.30 | $51.70 |
Membership Products | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | 11.6 | 13.9 | 23.2 |
Insurance and Package Products | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | 1.6 | 0.6 | 0.2 |
Global Loyalty Products | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | 17.1 | 8.7 | 2.9 |
International Products | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | 23.2 | 19.8 | 26.1 |
Product | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | 53.5 | 43 | 52.4 |
Corporate | |||
Segment Information [Line Items] | |||
Total Capital Expenditures | ($2.50) | $3.30 | ($0.70) |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $314.60 | $303 | $303.80 | $321.40 | $311.80 | $339.40 | $336.10 | $347.40 | $1,242.80 | $1,334.70 | $1,494.60 |
U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 880 | 998 | 1,191.40 | ||||||||
U.K. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | 152.1 | 149 | 154.9 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenues | $210.70 | $187.70 | $148.30 |
Segment_Information_Assets_by_
Segment Information - Assets by Geographic Area (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $1,037.70 | $1,384.50 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 754.9 | 1,072 |
U.K. | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 141.6 | 142 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $141.20 | $170.50 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data - Summary of Selected Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Quarterly Financial Data [Abstract] | |||||||||||||
Net revenues | $314.60 | $303 | $303.80 | $321.40 | $311.80 | $339.40 | $336.10 | $347.40 | $1,242.80 | $1,334.70 | $1,494.60 | ||
Marketing and commissions | 121.6 | 114.8 | 120.1 | 125.4 | 158.1 | 130.2 | 127.2 | 117.7 | 481.9 | 533.2 | 600.1 | ||
Operating costs | 101.2 | 96.7 | 106 | 108 | 111.2 | 107.5 | 104.5 | 116.2 | 439.4 | 459.5 | |||
General and administrative | 30.5 | 50.6 | 40.3 | 50.1 | 38 | 31.9 | 44.7 | 42.1 | 171.5 | 156.7 | 150.4 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 292.4 | 1.6 | 39.7 | ||||||||
Facility exit costs | 1 | 1.1 | 0.7 | -0.1 | 0.5 | 2.7 | 0.5 | -0.9 | 6.2 | 8 | |||
Depreciation and amortization | 28.4 | 27.2 | 29.1 | 25 | 27.6 | 28.3 | 28.4 | 29.6 | 109.7 | 113.9 | 184.5 | ||
Net loss | ($258.40) | ($30.90) | ($48.50) | ($36.10) | ($68) | ($3.30) | ($13.40) | ($4.50) | ($373.90) | ($89.20) | ($98.60) |
GuarantorNonGuarantor_Suppleme2
Guarantor/Non-Guarantor Supplemental Financial Information - Additional Information (Details) | Dec. 31, 2014 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Percentage of ownership | 100.00% |
GuarantorNonGuarantor_Suppleme3
Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Condensed Consolidating Balance Sheet (Details) (USD $) | Dec. 31, 2014 | Nov. 14, 2014 | 13-May-14 | Dec. 31, 2013 | Dec. 11, 2013 | Nov. 13, 2013 | Dec. 31, 2012 | Jan. 01, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||||
Cash and cash equivalents | $28 | $19.60 | $32.50 | $86.30 | |||||
Restricted cash | 35.8 | 36.6 | |||||||
Receivables (net of allowances for doubtful accounts of $8.5 and $11.8, respectively) | 119.3 | 132.5 | |||||||
Profit-sharing receivables from insurance carriers | 28.7 | 64.7 | |||||||
Prepaid commissions | 48 | 37.5 | |||||||
Income taxes receivable | 1.3 | 2.6 | |||||||
Other current assets | 104.6 | 87.4 | |||||||
Total current assets | 365.7 | 380.9 | |||||||
Non-current assets: | |||||||||
Property and equipment, net | 139 | 140.4 | |||||||
Goodwill | 322.2 | 606.3 | 607.3 | ||||||
Receivables from related parties | 25.2 | 1.9 | 1.9 | 21.5 | 2.6 | 18.9 | |||
Other non-current assets | 65.6 | 62.5 | |||||||
Total assets | 1,037.70 | 1,384.50 | |||||||
Current liabilities: | |||||||||
Current portion of long-term debt | 10.8 | 11.7 | |||||||
Accounts payable and accrued expenses | 411.8 | 391.2 | |||||||
Payables to related parties | 45.2 | 40.1 | |||||||
Deferred revenue | 89.9 | 105.4 | |||||||
Income taxes payable | 3.2 | 4.3 | |||||||
Total current liabilities | 560.9 | 552.7 | |||||||
Long-term debt | 2,018.40 | 1,947.10 | |||||||
Deferred income taxes | 33 | 74.5 | |||||||
Deferred revenue | 10 | 10.4 | |||||||
Other long-term liabilities | 31.3 | 36.8 | |||||||
Total liabilities | 2,653.60 | 2,621.50 | |||||||
Total Affinion Group, Inc. deficit | -1,617 | -1,238.10 | |||||||
Non-controlling interest in subsidiary | 1.1 | 1.1 | |||||||
Total deficit | -1,615.90 | -1,237 | -1,146.10 | -1,011.70 | |||||
Total liabilities and deficit | 1,037.70 | 1,384.50 | |||||||
Eliminations | |||||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||||
Intercompany interest receivable | -18.6 | -3.2 | |||||||
Total current assets | -18.6 | -3.2 | |||||||
Non-current assets: | |||||||||
Investment in subsidiaries | -2,358 | -2,428.90 | |||||||
Investment in intercompany notes | -360 | -360 | |||||||
Intercompany loan receivable | -222.6 | -163.9 | |||||||
Intercompany receivables | -1,916.10 | -1,670.70 | |||||||
Total assets | -4,875.30 | -4,626.70 | |||||||
Current liabilities: | |||||||||
Intercompany interest payable | -18.6 | -3.2 | |||||||
Total current liabilities | -18.6 | -3.2 | |||||||
Intercompany notes payable | -360 | -360 | |||||||
Intercompany loans payable | -222.6 | -163.9 | |||||||
Intercompany payables | -1,916.10 | -1,670.70 | |||||||
Total liabilities | -2,517.30 | -2,197.80 | |||||||
Total Affinion Group, Inc. deficit | -2,358 | -2,428.90 | |||||||
Total deficit | -2,358 | -2,428.90 | |||||||
Total liabilities and deficit | -4,875.30 | -4,626.70 | |||||||
Contract rights and list fees, net | |||||||||
Non-current assets: | |||||||||
Intangible assets, net | 16.7 | 19.1 | |||||||
Other intangibles, net | |||||||||
Non-current assets: | |||||||||
Intangible assets, net | 103.3 | 153.8 | |||||||
Affinion Group, Inc. | |||||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||||
Cash and cash equivalents | 7.8 | 1.7 | 3.6 | 57.2 | |||||
Restricted cash | 1.7 | 1.6 | |||||||
Receivables (net of allowances for doubtful accounts of $8.5 and $11.8, respectively) | 1.4 | 2.9 | |||||||
Intercompany interest receivable | 0.4 | 0.7 | |||||||
Other current assets | 11.7 | 8.2 | |||||||
Total current assets | 23 | 15.1 | |||||||
Non-current assets: | |||||||||
Property and equipment, net | 5.4 | 9.2 | |||||||
Receivables from related parties | 25.2 | 21.5 | |||||||
Investment in subsidiaries | 2,242 | 2,312.90 | |||||||
Intercompany loan receivable | 202.5 | 141.1 | |||||||
Other non-current assets | 23.9 | 25.5 | |||||||
Total assets | 2,522 | 2,525.30 | |||||||
Current liabilities: | |||||||||
Current portion of long-term debt | 10.3 | 11.3 | |||||||
Accounts payable and accrued expenses | 79.1 | 97.9 | |||||||
Payables to related parties | 45 | 40 | |||||||
Intercompany interest payable | 18.2 | 2.5 | |||||||
Income taxes payable | 0.7 | 1 | |||||||
Total current liabilities | 153.3 | 152.7 | |||||||
Long-term debt | 1,664.70 | 1,594.90 | |||||||
Intercompany notes payable | 360 | 360 | |||||||
Intercompany payables | 1,899.70 | 1,652.60 | |||||||
Other long-term liabilities | 3.1 | 3.2 | |||||||
Total liabilities | 4,080.80 | 3,763.40 | |||||||
Total Affinion Group, Inc. deficit | -1,558.80 | -1,238.10 | |||||||
Total deficit | -1,558.80 | -1,238.10 | |||||||
Total liabilities and deficit | 2,522 | 2,525.30 | |||||||
Guarantor Subsidiaries | |||||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||||
Cash and cash equivalents | 2.5 | 2.9 | 5.2 | 2.8 | |||||
Restricted cash | 17.6 | 18.9 | |||||||
Receivables (net of allowances for doubtful accounts of $8.5 and $11.8, respectively) | 62.2 | 76.6 | |||||||
Profit-sharing receivables from insurance carriers | 28.7 | 64.7 | |||||||
Prepaid commissions | 41.8 | 29.8 | |||||||
Income taxes receivable | 0.4 | 0.6 | |||||||
Other current assets | 58.2 | 36 | |||||||
Total current assets | 211.4 | 229.5 | |||||||
Non-current assets: | |||||||||
Property and equipment, net | 90.9 | 90.5 | |||||||
Goodwill | 245.4 | 522 | |||||||
Investment in subsidiaries | 52.1 | 52.1 | |||||||
Intercompany loan receivable | 20.1 | 22.8 | |||||||
Intercompany receivables | 1,916.10 | 1,670.70 | |||||||
Other non-current assets | 27.7 | 19.9 | |||||||
Total assets | 2,661.70 | 2,741.70 | |||||||
Current liabilities: | |||||||||
Current portion of long-term debt | 0.5 | 0.4 | |||||||
Accounts payable and accrued expenses | 174.9 | 164.8 | |||||||
Payables to related parties | 0.2 | 0.1 | |||||||
Deferred revenue | 61.5 | 71.5 | |||||||
Income taxes payable | 0.1 | ||||||||
Total current liabilities | 237.1 | 236.9 | |||||||
Long-term debt | 0.4 | 0.3 | |||||||
Deferred income taxes | 30.9 | 71 | |||||||
Deferred revenue | 5.1 | 5.2 | |||||||
Other long-term liabilities | 25 | 30.1 | |||||||
Total liabilities | 298.5 | 343.5 | |||||||
Total Affinion Group, Inc. deficit | 2,363.20 | 2,398.20 | |||||||
Total deficit | 2,363.20 | 2,398.20 | |||||||
Total liabilities and deficit | 2,661.70 | 2,741.70 | |||||||
Guarantor Subsidiaries | Contract rights and list fees, net | |||||||||
Non-current assets: | |||||||||
Intangible assets, net | 16.7 | 19.1 | |||||||
Guarantor Subsidiaries | Other intangibles, net | |||||||||
Non-current assets: | |||||||||
Intangible assets, net | 81.3 | 115.1 | |||||||
Non-Guarantor Subsidiaries | |||||||||
Condensed Balance Sheet Statements Captions [Line Items] | |||||||||
Cash and cash equivalents | 17.7 | 15 | 23.7 | 26.3 | |||||
Restricted cash | 16.5 | 16.1 | |||||||
Receivables (net of allowances for doubtful accounts of $8.5 and $11.8, respectively) | 55.7 | 53 | |||||||
Prepaid commissions | 6.2 | 7.7 | |||||||
Income taxes receivable | 0.9 | 2 | |||||||
Intercompany interest receivable | 18.2 | 2.5 | |||||||
Other current assets | 34.7 | 43.2 | |||||||
Total current assets | 149.9 | 139.5 | |||||||
Non-current assets: | |||||||||
Property and equipment, net | 42.7 | 40.7 | |||||||
Goodwill | 76.8 | 84.3 | |||||||
Investment in subsidiaries | 63.9 | 63.9 | |||||||
Investment in intercompany notes | 360 | 360 | |||||||
Other non-current assets | 14 | 17.1 | |||||||
Total assets | 729.3 | 744.2 | |||||||
Current liabilities: | |||||||||
Accounts payable and accrued expenses | 157.8 | 128.5 | |||||||
Intercompany interest payable | 0.4 | 0.7 | |||||||
Deferred revenue | 28.4 | 33.9 | |||||||
Income taxes payable | 2.5 | 3.2 | |||||||
Total current liabilities | 189.1 | 166.3 | |||||||
Long-term debt | 353.3 | 351.9 | |||||||
Deferred income taxes | 2.1 | 3.5 | |||||||
Deferred revenue | 4.9 | 5.2 | |||||||
Intercompany loans payable | 222.6 | 163.9 | |||||||
Intercompany payables | 16.4 | 18.1 | |||||||
Other long-term liabilities | 3.2 | 3.5 | |||||||
Total liabilities | 791.6 | 712.4 | |||||||
Total Affinion Group, Inc. deficit | -63.4 | 30.7 | |||||||
Non-controlling interest in subsidiary | 1.1 | 1.1 | |||||||
Total deficit | -62.3 | 31.8 | |||||||
Total liabilities and deficit | 729.3 | 744.2 | |||||||
Non-Guarantor Subsidiaries | Other intangibles, net | |||||||||
Non-current assets: | |||||||||
Intangible assets, net | $22 | $38.70 |
GuarantorNonGuarantor_Suppleme4
Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Consolidating Statement of Comprehensive Income (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Condensed Income Statements Captions [Line Items] | |||||||||||||
Net revenues | $314.60 | $303 | $303.80 | $321.40 | $311.80 | $339.40 | $336.10 | $347.40 | $1,242.80 | $1,334.70 | $1,494.60 | ||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||
Marketing and commissions | 121.6 | 114.8 | 120.1 | 125.4 | 158.1 | 130.2 | 127.2 | 117.7 | 481.9 | 533.2 | 600.1 | ||
Operating costs | 411.9 | 439.4 | 459.5 | ||||||||||
General and administrative | 30.5 | 50.6 | 40.3 | 50.1 | 38 | 31.9 | 44.7 | 42.1 | 171.5 | 156.7 | 150.4 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 | ||||||||||
Facility exit costs | 1 | 1.1 | 0.7 | -0.1 | 0.5 | 2.7 | 0.5 | -0.9 | 6.2 | 8 | |||
Depreciation and amortization | 28.4 | 27.2 | 29.1 | 25 | 27.6 | 28.3 | 28.4 | 29.6 | 109.7 | 113.9 | 184.5 | ||
Operating costs | 101.2 | 96.7 | 106 | 108 | 111.2 | 107.5 | 104.5 | 116.2 | 439.4 | 459.5 | |||
Total expenses | 1,470.10 | 1,245.30 | 1,433.30 | ||||||||||
Income (loss) from operations | -227.3 | 89.4 | 61.3 | ||||||||||
Interest income | 1.1 | 0.5 | 0.8 | ||||||||||
Interest expense | -180.2 | -165.6 | -150.3 | ||||||||||
Loss on extinguishment of debt | -6 | ||||||||||||
Other income (expense), net | 0.1 | -0.2 | |||||||||||
Loss before income taxes and non-controlling interest | -412.4 | -75.6 | -88.4 | ||||||||||
Income tax benefit (expense) | 38.5 | -13.6 | -10.2 | ||||||||||
Income (Loss) from continuing operations before equity method investments, income taxes, extraordinary items, non-controlling interest, total | -373.9 | -89.2 | -98.6 | ||||||||||
Net loss | -258.4 | -30.9 | -48.5 | -36.1 | -68 | -3.3 | -13.4 | -4.5 | -373.9 | -89.2 | -98.6 | ||
Less: net income attributable to non-controlling interest | -0.5 | -0.4 | -0.7 | ||||||||||
Net loss attributable to Affinion Group, Inc. | -374.4 | -89.6 | -99.3 | ||||||||||
Currency translation adjustment, net of tax | -4.5 | -1.1 | 1.2 | ||||||||||
Comprehensive loss | -378.4 | -90.3 | -97.4 | ||||||||||
Less: comprehensive income attributable to non-controlling interest | -0.5 | -0.1 | -0.6 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | -378.9 | -90.4 | -98 | ||||||||||
Eliminations | |||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||
Interest income b intercompany | -46.6 | -2.6 | -1.2 | ||||||||||
Interest expense b intercompany | 46.6 | 2.6 | 1.2 | ||||||||||
Loss before income taxes and non-controlling interest | -11.4 | ||||||||||||
Income (Loss) from continuing operations before equity method investments, income taxes, extraordinary items, non-controlling interest, total | -11.4 | ||||||||||||
Equity in income of subsidiaries | 133.4 | -108.3 | -86.1 | ||||||||||
Net loss | 133.4 | -108.3 | -97.5 | ||||||||||
Net loss attributable to Affinion Group, Inc. | 133.4 | -108.3 | -97.5 | ||||||||||
Comprehensive loss | 133.4 | -108.3 | -97.5 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | 133.4 | -108.3 | -97.5 | ||||||||||
Dividend income b intercompany | -11.4 | ||||||||||||
Affinion Group, Inc. | |||||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||
General and administrative | 48.8 | 33.4 | 24.8 | ||||||||||
Depreciation and amortization | 1.2 | 1.2 | 1.1 | ||||||||||
Total expenses | 50 | 34.6 | 25.9 | ||||||||||
Income (loss) from operations | -50 | -34.6 | -25.9 | ||||||||||
Interest income | 0.1 | ||||||||||||
Interest income b intercompany | 1.2 | ||||||||||||
Interest expense | -133.5 | -160.6 | -147.9 | ||||||||||
Interest expense b intercompany | -46.6 | -1.5 | |||||||||||
Loss on extinguishment of debt | -6 | ||||||||||||
Loss before income taxes and non-controlling interest | -236.1 | -196.6 | -172.6 | ||||||||||
Income tax benefit (expense) | -1 | -1.3 | -1.4 | ||||||||||
Income (Loss) from continuing operations before equity method investments, income taxes, extraordinary items, non-controlling interest, total | -237.1 | -197.9 | -174 | ||||||||||
Equity in income of subsidiaries | -137.3 | 108.3 | 86.1 | ||||||||||
Net loss | -374.4 | -89.6 | -87.9 | ||||||||||
Net loss attributable to Affinion Group, Inc. | -374.4 | -89.6 | -87.9 | ||||||||||
Comprehensive loss | -374.4 | -89.6 | -87.9 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | -374.4 | -89.6 | -87.9 | ||||||||||
Guarantor Subsidiaries | |||||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||||
Net revenues | 879.4 | 997.9 | 1,191.30 | ||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||
Marketing and commissions | 318.5 | 377.7 | 477 | ||||||||||
Operating costs | 210.8 | ||||||||||||
General and administrative | 71.9 | 92.6 | 84.1 | ||||||||||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 | ||||||||||
Facility exit costs | 2.7 | 0.5 | -0.9 | ||||||||||
Depreciation and amortization | 76.4 | 85.4 | 145.1 | ||||||||||
Operating costs | 259 | 324.2 | |||||||||||
Total expenses | 972.7 | 816.8 | 1,069.20 | ||||||||||
Income (loss) from operations | -93.3 | 181.1 | 122.1 | ||||||||||
Interest income | 0.1 | 0.2 | 0.7 | ||||||||||
Interest expense | 6 | -1.5 | -1.5 | ||||||||||
Other income (expense), net | 0.1 | 0.3 | |||||||||||
Loss before income taxes and non-controlling interest | -87.2 | 179.9 | 133 | ||||||||||
Income tax benefit (expense) | 43.3 | -9.6 | -8.3 | ||||||||||
Income (Loss) from continuing operations before equity method investments, income taxes, extraordinary items, non-controlling interest, total | -43.9 | 170.3 | 124.7 | ||||||||||
Equity in income of subsidiaries | 3.9 | ||||||||||||
Net loss | -40 | 170.3 | 124.7 | ||||||||||
Net loss attributable to Affinion Group, Inc. | -40 | 170.3 | 124.7 | ||||||||||
Comprehensive loss | -40 | 170.3 | 124.7 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | -40 | 170.3 | 124.7 | ||||||||||
Dividend income b intercompany | 11.4 | ||||||||||||
Non-Guarantor Subsidiaries | |||||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||||
Net revenues | 363.4 | 336.8 | 303.3 | ||||||||||
Cost of revenues, exclusive of depreciation and amortization shown separately below: | |||||||||||||
Marketing and commissions | 163.4 | 155.5 | 123.1 | ||||||||||
Operating costs | 201.1 | ||||||||||||
General and administrative | 50.8 | 30.7 | 41.5 | ||||||||||
Depreciation and amortization | 32.1 | 27.3 | 38.3 | ||||||||||
Operating costs | 180.4 | 135.3 | |||||||||||
Total expenses | 447.4 | 393.9 | 338.2 | ||||||||||
Income (loss) from operations | -84 | -57.1 | -34.9 | ||||||||||
Interest income | 1 | 0.2 | 0.1 | ||||||||||
Interest income b intercompany | 46.6 | 2.6 | |||||||||||
Interest expense | -52.7 | -3.5 | -0.9 | ||||||||||
Interest expense b intercompany | -1.1 | -1.2 | |||||||||||
Other income (expense), net | -0.5 | ||||||||||||
Loss before income taxes and non-controlling interest | -89.1 | -58.9 | -37.4 | ||||||||||
Income tax benefit (expense) | -3.8 | -2.7 | -0.5 | ||||||||||
Income (Loss) from continuing operations before equity method investments, income taxes, extraordinary items, non-controlling interest, total | -92.9 | -61.6 | -37.9 | ||||||||||
Net loss | -92.9 | -61.6 | -37.9 | ||||||||||
Less: net income attributable to non-controlling interest | -0.5 | -0.4 | -0.7 | ||||||||||
Net loss attributable to Affinion Group, Inc. | -93.4 | -62 | -38.6 | ||||||||||
Currency translation adjustment, net of tax | -4.5 | -1.1 | 1.2 | ||||||||||
Comprehensive loss | -97.4 | -62.7 | -36.7 | ||||||||||
Less: comprehensive income attributable to non-controlling interest | -0.5 | -0.1 | -0.6 | ||||||||||
Comprehensive loss attributable to Affinion Group, Inc. | ($97.90) | ($62.80) | ($37.30) |
GuarantorNonGuarantor_Suppleme5
Guarantor/Non-Guarantor Supplemental Financial Information - Schedule of Consolidating Statement of Cash Flows (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Operating Activities | |||||
Net loss | ($373.90) | ($89.20) | ($98.60) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 109.7 | 113.9 | 184.5 | ||
Amortization of debt discount and financing costs | 10.1 | 10.1 | 8.6 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 | ||
Impairment of equity investment | 0.7 | 1 | |||
Loss on extinguishment of debt | 6 | ||||
Provision for loss on accounts receivable | 0.3 | 2.7 | 6.9 | ||
Financing costs | 5.6 | 11.1 | |||
Facility exit costs | 2.7 | 0.5 | -0.9 | 6.2 | 8 |
Share-based compensation | 8.6 | 9.6 | 11.2 | ||
Deferred income taxes | -43.4 | 7.3 | 2.3 | ||
Unrealized loss on interest rate swaps | 1.2 | ||||
Adjustment to liability for additional consideration based on earn-out | -14.6 | ||||
Net change in assets and liabilities: | |||||
Restricted cash | -2.8 | -0.7 | -0.5 | ||
Receivables | 10.1 | 4.5 | -14 | ||
Receivables from related parties | -3.7 | 0.7 | |||
Profit-sharing receivables from insurance carriers | 36 | 10 | -0.6 | ||
Prepaid commissions | -11 | 5.2 | 10.4 | ||
Other current assets | 22.7 | -1.7 | -15.4 | ||
Contract rights and list fees | 2.1 | 2.7 | 0.1 | ||
Other non-current assets | -3.6 | -5.6 | 5.8 | ||
Accounts payable and accrued expenses | -10.6 | -12.3 | -11.5 | ||
Payables to related parties | -2.3 | -7.6 | -3.7 | ||
Deferred revenue | -13 | -13.8 | -41.9 | ||
Income taxes receivable and payable | 0.3 | -1 | 1.4 | ||
Other long-term liabilities | -9.2 | -4.9 | -1.5 | ||
Other, net | 7.7 | -1.6 | -1.7 | ||
Net cash provided by operating activities | 40.8 | 41.5 | 68.9 | ||
Investing Activities | |||||
Capital expenditures | -51 | -46.3 | -51.7 | ||
Acquisition-related payments, net of cash acquired | -22 | -3.6 | -13.5 | ||
Restricted cash | 2.1 | -1.2 | -3.1 | ||
Intercompany receivables and payables | 0 | ||||
Net cash used in investing activities | -70.9 | -51.1 | -68.3 | ||
Financing Activities | |||||
Borrowings (repayments) under revolving credit facility, net | -41 | 46 | |||
Proceeds from issuance of debt | 425 | ||||
Financing costs | -21.9 | -10.7 | -6.3 | ||
Principal payments on borrowings | -316.1 | -11.8 | -11.8 | ||
Receivables from and payables to parent company | -4.9 | -26.2 | |||
Intercompany receivables and payables | 0 | ||||
Distribution to non-controlling interest of a subsidiary | -0.6 | -0.6 | |||
Net cash provided by (used in) financing activities | 40.5 | -3.3 | -55.1 | ||
Return of capital to parent company | -37 | ||||
Intercompany receivables and payables | 0 | ||||
Effect of changes in exchange rates on cash and cash equivalents | -2 | 0.7 | |||
Net increase (decrease) in cash and cash equivalents | 8.4 | -12.9 | -53.8 | ||
Cash and cash equivalents, beginning of year | 19.6 | 32.5 | 86.3 | ||
Cash and cash equivalents, end of year | 28 | 19.6 | 32.5 | 86.3 | |
Eliminations | |||||
Operating Activities | |||||
Net loss | 133.4 | -108.3 | -97.5 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Equity in (income) loss of subsidiaries | -133.4 | 108.3 | 86.1 | ||
Intercompany dividend | 11.4 | ||||
Investing Activities | |||||
Intercompany receivables and payables | 236.4 | ||||
Net cash used in investing activities | 236.4 | ||||
Financing Activities | |||||
Intercompany receivables and payables | -236.4 | ||||
Intercompany dividend | 11.4 | ||||
Net cash provided by (used in) financing activities | -236.4 | ||||
Intercompany receivables and payables | 236.4 | ||||
Affinion Group, Inc. | |||||
Operating Activities | |||||
Net loss | -374.4 | -89.6 | -87.9 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 1.2 | 1.2 | 1.1 | ||
Amortization of debt discount and financing costs | 8.3 | 10.1 | 8.6 | ||
Loss on extinguishment of debt | 6 | ||||
Provision for loss on accounts receivable | 0.1 | ||||
Financing costs | 5.6 | 11.1 | |||
Share-based compensation | 8.6 | 9.6 | 11.2 | ||
Equity in (income) loss of subsidiaries | 137.3 | -108.3 | -86.1 | ||
Deferred income taxes | 0.5 | 0.5 | 0.5 | ||
Unrealized loss on interest rate swaps | 1.2 | ||||
Adjustment to liability for additional consideration based on earn-out | -14.6 | ||||
Intercompany dividend | 0.7 | ||||
Net change in assets and liabilities: | |||||
Restricted cash | -1.6 | ||||
Receivables | 1.4 | 0.4 | -1.7 | ||
Receivables from related parties | 16 | 2.8 | -0.8 | ||
Other current assets | -3.5 | 2 | -5.5 | ||
Other non-current assets | 0.2 | 0.3 | -0.6 | ||
Accounts payable and accrued expenses | -15.3 | 8.1 | -13.5 | ||
Payables to related parties | -2.4 | -7.6 | -2.8 | ||
Income taxes receivable and payable | -0.3 | 0.1 | -0.1 | ||
Other long-term liabilities | -0.4 | 0.5 | 0.1 | ||
Other, net | 4.6 | -1.9 | -1.4 | ||
Net cash provided by operating activities | -206.5 | -162.3 | -192.3 | ||
Investing Activities | |||||
Capital expenditures | 2.5 | -3.3 | 0.7 | ||
Intercompany receivables and payables | 217.2 | ||||
Net cash used in investing activities | 2.5 | -3.3 | 0.7 | ||
Financing Activities | |||||
Borrowings (repayments) under revolving credit facility, net | -41 | 46 | |||
Proceeds from issuance of debt | 425 | ||||
Financing costs | -21.9 | -10.7 | -6.3 | ||
Principal payments on borrowings | -315.5 | -11.3 | -11.3 | ||
Receivables from and payables to parent company | -4.9 | -26.2 | |||
Intercompany receivables and payables | 238.1 | 234.3 | |||
Intercompany loans | -70.4 | -66.1 | -23.9 | ||
Intercompany dividend | 0.7 | ||||
Net cash provided by (used in) financing activities | 210.1 | 163.7 | 138 | ||
Capital contribution to a subsidiary | -2.3 | -0.7 | |||
Return of capital to parent company | -37 | ||||
Intercompany receivables and payables | 217.2 | ||||
Net increase (decrease) in cash and cash equivalents | 6.1 | -1.9 | -53.6 | ||
Cash and cash equivalents, beginning of year | 1.7 | 3.6 | 57.2 | ||
Cash and cash equivalents, end of year | 7.8 | 1.7 | 3.6 | ||
Guarantor Subsidiaries | |||||
Operating Activities | |||||
Net loss | -40 | 170.3 | 124.7 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 76.4 | 85.4 | 145.1 | ||
Impairment of goodwill and other long-lived assets | 292.4 | 1.6 | 39.7 | ||
Provision for loss on accounts receivable | 0.1 | 2.7 | 6.6 | ||
Facility exit costs | 2.7 | 0.5 | -0.9 | ||
Equity in (income) loss of subsidiaries | -3.9 | ||||
Deferred income taxes | -43.3 | 8.8 | 8.1 | ||
Intercompany dividend | -11.4 | ||||
Net change in assets and liabilities: | |||||
Restricted cash | 1.3 | 2.7 | -0.5 | ||
Receivables | 16.5 | 6.7 | -4.9 | ||
Receivables from related parties | -3.7 | 0.5 | |||
Profit-sharing receivables from insurance carriers | 36 | 9.6 | -1 | ||
Prepaid commissions | -12.1 | 7.7 | 10.3 | ||
Other current assets | 21.2 | 4.5 | -7.2 | ||
Contract rights and list fees | 2.1 | 2.7 | 0.1 | ||
Other non-current assets | -4.3 | 1.7 | 6.4 | ||
Accounts payable and accrued expenses | -38.3 | -29.3 | -18.4 | ||
Payables to related parties | 0.1 | -0.8 | |||
Deferred revenue | -10.3 | -21.7 | -34.4 | ||
Income taxes receivable and payable | 0.1 | 0.3 | -0.9 | ||
Other long-term liabilities | -9 | -3.2 | -1 | ||
Other, net | 2.7 | -0.9 | -1 | ||
Net cash provided by operating activities | 286.7 | 250.1 | 259.1 | ||
Investing Activities | |||||
Capital expenditures | -30.3 | -23.2 | -26.3 | ||
Acquisition-related payments, net of cash acquired | -19.8 | ||||
Intercompany receivables and payables | -236.4 | -220.4 | |||
Net cash used in investing activities | -286.5 | -23.2 | -26.3 | ||
Financing Activities | |||||
Principal payments on borrowings | -0.6 | -0.5 | -0.5 | ||
Intercompany receivables and payables | -227.9 | ||||
Intercompany loans | -9.5 | ||||
Intercompany dividend | -11.4 | ||||
Net cash provided by (used in) financing activities | -0.6 | -228.4 | -230.4 | ||
Intercompany receivables and payables | -236.4 | -220.4 | |||
Net increase (decrease) in cash and cash equivalents | -0.4 | -1.5 | 2.4 | ||
Cash and cash equivalents, beginning of year | 2.9 | 5.2 | 2.8 | ||
Cash and cash equivalents, end of year | 2.5 | 2.9 | 5.2 | ||
Guarantor Subsidiaries | Restated Amount | |||||
Financing Activities | |||||
Cash and cash equivalents, end of year | 4.4 | ||||
Non-Guarantor Subsidiaries | |||||
Operating Activities | |||||
Net loss | -92.9 | -61.6 | -37.9 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 32.1 | 27.3 | 38.3 | ||
Amortization of debt discount and financing costs | 1.8 | ||||
Impairment of equity investment | 0.7 | 1 | |||
Provision for loss on accounts receivable | 0.1 | 0.3 | |||
Deferred income taxes | -0.6 | -2 | -6.3 | ||
Intercompany dividend | -0.7 | ||||
Net change in assets and liabilities: | |||||
Restricted cash | -4.1 | -1.8 | |||
Receivables | -7.8 | -2.6 | -7.4 | ||
Receivables from related parties | -16 | -2.8 | 1 | ||
Profit-sharing receivables from insurance carriers | 0.4 | 0.4 | |||
Prepaid commissions | 1.1 | -2.5 | 0.1 | ||
Other current assets | 5 | -8.2 | -2.7 | ||
Other non-current assets | 0.5 | -7.6 | |||
Accounts payable and accrued expenses | 43 | 8.9 | 20.4 | ||
Payables to related parties | -0.1 | ||||
Deferred revenue | -2.7 | 7.9 | -7.5 | ||
Income taxes receivable and payable | 0.5 | -1.4 | 2.4 | ||
Other long-term liabilities | 0.2 | -2.2 | -0.6 | ||
Other, net | 0.4 | 1.2 | 0.7 | ||
Net cash provided by operating activities | -39.4 | -46.3 | 2.1 | ||
Investing Activities | |||||
Capital expenditures | -23.2 | -19.8 | -26.1 | ||
Acquisition-related payments, net of cash acquired | -2.2 | -3.6 | -13.5 | ||
Restricted cash | 2.1 | -1.2 | -3.1 | ||
Intercompany receivables and payables | 3.2 | ||||
Net cash used in investing activities | -23.3 | -24.6 | -42.7 | ||
Financing Activities | |||||
Intercompany receivables and payables | -1.7 | -6.4 | |||
Intercompany loans | 70.4 | 66.1 | 33.4 | ||
Intercompany dividend | -0.7 | ||||
Distribution to non-controlling interest of a subsidiary | -0.6 | -0.6 | |||
Net cash provided by (used in) financing activities | 67.4 | 61.4 | 37.3 | ||
Capital contribution to a subsidiary | 2.3 | 0.7 | |||
Intercompany receivables and payables | 3.2 | ||||
Effect of changes in exchange rates on cash and cash equivalents | -2 | 0.7 | |||
Net increase (decrease) in cash and cash equivalents | 2.7 | -9.5 | -2.6 | ||
Cash and cash equivalents, beginning of year | 15 | 23.7 | 26.3 | ||
Cash and cash equivalents, end of year | 17.7 | 15 | 23.7 | ||
Non-Guarantor Subsidiaries | Restated Amount | |||||
Financing Activities | |||||
Cash and cash equivalents, end of year | $24.50 |