Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information [Abstract] | ' |
Entity Registrant Name | 'Dolan Co. |
Entity Central Index Key | '0001396838 |
Document Type | '10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'Q3 |
Current Fiscal Year End Date | '--12-31 |
Entity Well-known Seasoned Issuer | 'No |
Entity Voluntary Filers | 'No |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Accelerated Filer |
Entity Common Stock, Shares Outstanding | 30,860,367 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $2,813 | $3,509 |
Accounts receivable, including unbilled services (net of allowances for doubtful accounts) | 26,006 | 60,300 |
Unbilled pass-through costs | 0 | 4,668 |
Prepaid expenses and other current assets | 4,112 | 3,271 |
Income Tax Receivable | 2,779 | 10,823 |
Assets held for sale | 4,985 | 0 |
Current portion of notes receivable | 2,575 | 0 |
Total current assets | 43,270 | 82,571 |
Accounts recievable, long term | 0 | 0 |
Total Investments | 8,267 | 10,069 |
Property and equipment, net | 11,513 | 18,091 |
Finite-life intangible assets, net | 57,271 | 162,212 |
Indefinite-lived intangible assets | 105,457 | 151,329 |
Long-term deferred tax asset | 0 | 23,358 |
Other assets | 955 | 1,910 |
Long-term notes receivable, net of current portion | 9,513 | 0 |
Total assets | 236,246 | 449,540 |
Current liabilities | ' | ' |
Current portion of long-term debt | 131,474 | 15,162 |
Accounts payable | 12,602 | 20,860 |
Accrued pass-through liabilities | 0 | 10,617 |
Accrued compensation | 5,507 | 7,941 |
Accrued liabilities | 2,747 | 5,283 |
Due to sellers of acquired businesses current | 0 | 5,017 |
Deferred revenue | 7,322 | 13,278 |
Total liabilities held for sale | 0 | 0 |
Total current liabilities | 159,652 | 78,158 |
Long-term debt, less current portion | 73 | 150,881 |
Deferred income taxes | 20,497 | 0 |
Other liabilities | 5,724 | 7,240 |
Due to sellers of acquired businesses noncurrent | 0 | 0 |
Total liabilities | 185,946 | 236,279 |
Redeemable noncontrolling interest | 7,836 | 7,283 |
Stockholders' equity | ' | ' |
Common stock | 31 | 31 |
ClassOfStockLineItems | ' | ' |
Other comprehensive loss (net of tax) | -157 | -867 |
Additional paid-in capital | 318,815 | 301,956 |
Accumulated deficit | -264,356 | -88,285 |
Total Dolan Company Stockholders Equity | 54,334 | 212,835 |
Noncontrolling interest | 11,870 | 6,857 |
Total stockholders' equity | 42,464 | 205,978 |
Total liabilities and stockholders' equity | 236,246 | 449,540 |
SeriesBPreferredStockMember | ' | ' |
ClassOfStockLineItems | ' | ' |
Preferred Stock Par Value | 1 | ' |
Series A Preferred Stock [Member] | ' | ' |
ClassOfStockLineItems | ' | ' |
Preferred Stock Par Value | ' | ' |
SeriesCPreferredStockMember | ' | ' |
ClassOfStockLineItems | ' | ' |
Preferred Stock Par Value | ' | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets | ' | ' |
Allowances for doubtful accounts | $1,370 | $1,809 |
Stockholders' equity | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares outstanding | 30,860,367 | 30,955,321 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 700,000 | ' |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, shares designated | 5,000 | 5,000 |
Preferred stock, shares outstanding | 0 | 0 |
SeriesBPreferredStockMember | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, shares designated | 1,600,000 | 0 |
Preferred stock, shares outstanding | 700,000 | 0 |
SeriesCPreferredStockMember | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, shares designated | 50,000 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unauditied) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues | ' | ' | ' | ' |
Professional Services | $19,885 | $27,437 | $69,635 | $63,152 |
Business Information | 15,575 | 17,288 | 47,949 | 53,313 |
Total revenues | 35,460 | 44,725 | 117,584 | 116,465 |
Operating expenses | ' | ' | ' | ' |
Direct operating: Professional Services | 8,798 | 10,426 | 30,651 | 25,936 |
Direct operating: Business Information | 5,564 | 6,125 | 17,660 | 19,155 |
Selling, general and administrative | 16,103 | 18,373 | 49,074 | 52,673 |
Amortization | 2,228 | 2,376 | 6,682 | 7,298 |
Depreciation | 1,398 | 1,207 | 4,224 | 3,628 |
Fair value adjustment on earnout liabilities | 0 | -1,514 | -5,021 | -11,576 |
Impairment of long-lived assets and goodwill | 35,414 | 9,317 | 35,414 | 9,317 |
Total operating expenses | 69,505 | 46,310 | 138,684 | 106,431 |
Equity in earnings of affiliates | -132 | 396 | -227 | 1,420 |
Operating income | -34,177 | -1,189 | -21,327 | 11,454 |
Non-operating income (expense) | ' | ' | ' | ' |
Interest expense, net of interest income | -2,719 | -2,202 | -7,737 | -6,266 |
Total non-operating expense | -2,719 | -2,202 | -7,737 | -6,266 |
Income from continuing operations before income taxes | 36,896 | 3,391 | 29,064 | -5,188 |
Income tax expense | -10,132 | -1,034 | 40,892 | 2,499 |
Income from continuing operations | -26,764 | -2,357 | -69,956 | 2,689 |
Discontinued operations | -1,052 | -111,093 | -109,242 | -110,772 |
Net income | -27,816 | -113,450 | -179,198 | -108,083 |
Less: Net income attributable to redeemable noncontrolling interest | -340 | -9,946 | -4,119 | -9,666 |
Net income attributable to The Dolan Company | -27,476 | -103,504 | -175,079 | -98,417 |
Net income allocated to preferred shares | 372 | 0 | 992 | 0 |
Net Income allocable to common shares | -27,848 | -103,504 | -176,071 | -98,417 |
Earnings per share - basic | ' | ' | ' | ' |
Income from continuing operations attributable to the Dolan Company basic | ($0.87) | $0.25 | ($2.16) | $0.41 |
Discontinued operations attributable to The Dolan Company basic | ($0.03) | ($3.66) | ($3.59) | ($3.66) |
Net income allocated to preferred shares | ($0.01) | $0 | ($0.03) | $0 |
Net income attributable to The Dolan Company Basic | ($0.91) | ($3.41) | ($5.78) | ($3.25) |
Net income attributable to The Dolan Company common stockholders basic | ($0.91) | ($3.41) | ($5.78) | ($3.25) |
Earnings per share - diluted | ' | ' | ' | ' |
Income from continuing operations attributable to the Dolan Company - diluted | ($0.87) | $0.25 | ($2.16) | $0.41 |
Discontinued operations attributable to The Dolan Company diluted | ($0.03) | ($3.66) | ($3.59) | ($3.66) |
Net income allocated to preferred shares | ($0.01) | $0 | ($0.03) | $0 |
Net income attributable to The Dolan Company Diluted | ($0.91) | ($3.41) | ($5.78) | ($3.25) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 30,537 | 30,327 | 30,445 | 30,260 |
Amounts attributable to The Dolan Company and to The Dolan Company common stockholders: | ' | ' | ' | ' |
Net income attributable to The Dolan Company | ($27,476) | ($103,504) | ($175,079) | ($98,417) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other comprehensive income | ' | ' | ' | ' |
Net income attributable to The Dolan Company | ($27,476) | ($103,504) | ($175,079) | ($98,417) |
Unrealized gain on interest rate swap, net of tax | 217 | 69 | 710 | 203 |
Comprehensive income attributable to The Dolan Company | ($27,259) | ($103,435) | ($174,369) | ($98,214) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Total | Discover Ready [Member] | Ndex [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | Discover Ready [Member] | Ndex [Member] | |||||||||
Beginning Balance at Dec. 31, 2011 | $306,692 | ' | ' | $30 | ' | $294,476 | ' | ' | $13,471 | ($1,285) | ' |
Beginning Balance, Shares at Dec. 31, 2011 | ' | ' | ' | 30,576,597 | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to The Dolan Company | -101,756 | ' | ' | ' | ' | ' | ' | ' | -101,756 | ' | ' |
decrease in redeemable noncontrolling interest Net of tax | ' | 2,932 | 791 | ' | ' | ' | 2,932 | 791 | ' | ' | ' |
Net Loss Attributable to noncontrolling interest | -6,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,857 |
Unrealized gain on interest rate swap, net of tax | 418 | ' | ' | ' | ' | ' | ' | ' | ' | 418 | ' |
Share-based compensation expense, including issuance of restricted stock (shares are net of forfeitures) | 3,728 | ' | ' | 1 | ' | 3,727 | ' | ' | ' | ' | ' |
Share-based compensation expense, including issuance of restricted stock (shares are net of forfeitures), Shares | ' | ' | ' | 365,224 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock pursuant to the exercise of stock options | 30 | ' | ' | ' | ' | 30 | ' | ' | ' | ' | ' |
Issuance of common stock pursuant to the exercise of stock options, Shares | ' | ' | ' | 13,500 | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2012 | 205,978 | ' | ' | 31 | ' | 301,956 | ' | ' | -88,285 | -867 | -6,857 |
Ending Balance, Shares at Dec. 31, 2012 | ' | ' | ' | 30,955,321 | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to The Dolan Company | -175,079 | ' | ' | ' | ' | ' | ' | ' | -175,079 | ' | ' |
decrease in redeemable noncontrolling interest Net of tax | ' | -159 | ' | ' | ' | ' | -159 | ' | ' | ' | ' |
Net Loss Attributable to noncontrolling interest | -5,013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,013 |
Issuance of preferred stock net of offering costs, shares | 700,000 | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock net of offering costs | 14,967 | ' | ' | ' | 1 | 14,966 | ' | ' | ' | ' | ' |
Preferred Stock Dividend | -992 | ' | ' | ' | ' | ' | ' | ' | -992 | ' | ' |
Unrealized gain on interest rate swap, net of tax | 710 | ' | ' | ' | ' | ' | ' | ' | ' | 710 | ' |
Share-based compensation expense, including issuance of restricted stock (shares are net of forfeitures) | 2,052 | ' | ' | ' | ' | 2,052 | ' | ' | ' | ' | ' |
Share-based compensation expense, including issuance of restricted stock (shares are net of forfeitures), Shares | ' | ' | ' | -94,954 | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Sep. 30, 2013 | 42,464 | ' | ' | 31 | 1 | 318,815 | ' | ' | -264,356 | -157 | -11,870 |
Ending Balance, Shares at Sep. 30, 2013 | ' | ' | ' | 30,860,367 | 700,000 | ' | ' | ' | ' | ' | ' |
Beginning Balance at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to The Dolan Company | -27,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock net of offering costs, shares | 700,000 | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock net of offering costs | 14,967 | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Unrealized gain on interest rate swap, net of tax | 217 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Sep. 30, 2013 | $42,464 | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' |
Ending Balance, Shares at Sep. 30, 2013 | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | ($179,198) | ($108,083) |
Discontinued operations | -109,242 | -110,772 |
Income from continuing operations | -69,956 | 2,689 |
Distributions received from The Detroit Legal News Publishing, LLC | 1,575 | 2,247 |
Distributions paid to holders of noncontrolling interest | 498 | 0 |
Gain on sale of investment | 0 | 0 |
Non-cash operating activities: | ' | ' |
Amortization | 6,682 | 7,298 |
Depreciation | 4,224 | 3,628 |
Impairment of long-lived assets and goodwill | 35,414 | 9,317 |
Equity in earnings of affiliates | 227 | -1,420 |
Stock-based compensation expense | 2,052 | 2,266 |
Deferred income taxes | 39,832 | -45,912 |
Change in value of interest rate swap | 0 | 0 |
Amortization of debt issuance costs | 568 | 327 |
Changes in operating assets and liabilities, net of effects of business combinations in 2009: | ' | ' |
Non-cash fair value adjustment on earnout recorded in connection with acquisition | -5,021 | -11,492 |
Accounts receivable and unbilled pass-through costs | 7,601 | -2,430 |
Prepaid expenses and other current assets | 9,695 | 596 |
Other assets | -18 | 93 |
Accounts payable and accrued liabilities | -7,083 | 1,575 |
Deferred revenue and other liabilities | -604 | 2,413 |
Cash provided by operating activities - continuing operations | 24,690 | -28,805 |
Cash provided by (used in) operating activities - discontinued operations | -7,730 | 49,951 |
Net cash provided by operating activities | 16,960 | 21,146 |
Cash flows from investing activities | ' | ' |
Acquisitions and investments | 0 | -145 |
Capital expenditures | 3,766 | 2,760 |
Proceeds on the sale of investment | 0 | 0 |
Cash provided by investing activities - continuing operations | -3,766 | -2,905 |
Cash provided by (used in) investing activities - discontinued operations | 6,545 | -2,114 |
Net cash used in investing activities | 2,779 | -5,019 |
Cash flows from financing activities | ' | ' |
Net payments on senior revolving note | -3,700 | 19,300 |
Payments on senior long-term debt | -30,669 | -3,750 |
Payments of deferred acquisition costs and earnouts | 0 | -14,401 |
Payments on unsecured notes payable | 0 | -1,879 |
Issuance of preferred stock net of offering costs | 14,967 | 0 |
Payments of deferred financing costs | -286 | -313 |
Payments of preferred stock dividend | 620 | 0 |
Other | -127 | -250 |
Net cash used in financing activities | -20,435 | -1,293 |
Net increase in cash and cash equivalents | -696 | 14,834 |
Cash and cash equivalents at beginning of the period | 3,509 | 752 |
Cash and cash equivalents at end of the period | $2,813 | $15,586 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation [Abstract] 1 | ' |
Basis of Presentation | ' |
Note 1. Basis of Presentation and Liquidity | |
Basis of Presentation: The condensed consolidated balance sheet as of December 31, 2012, which has been derived from audited financial statements, and the unaudited condensed consolidated interim financial statements of The Dolan Company (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to the quarterly report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended December 31, 2012, included in the Company's annual report on Form 10-K filed on March 8, 2013, with the Securities and Exchange Commission. | |
In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of the Company's interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full calendar year. | |
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority ownership interests in DiscoverReady LLC (“DiscoverReady”), American Processing Company, LLC d/b/a NDeX (“NDeX”) and Legislative Information Services of America (“LISA”). The Company accounts for the percentage interests in DiscoverReady, NDeX and LISA that it does not own as noncontrolling interest (“NCI”). | |
All significant intercompany accounts and transactions have been eliminated in consolidation. | |
The Company sold its NDeX South, NDeX Indiana and NDeX Michigan operations within its Mortgage Default Processing Services segment in the third quarter of 2013. NDeX South refers to the entities serving the Texas, California, Georgia and Nevada markets. The Company committed to a plan of action to sell two of its stand-alone businesses within the Business Information segment, DataStream and LISA, in the first quarter of 2013. Accordingly, the Company has removed from its operating results for the three and nine months ended September 30, 2013 and 2012, the results of these businesses and has presented them within discontinued operations. The assets and liabilities of these operations, which are expected to be sold, are presented as held for sale at September 30, 2013. See Note 2 for further information on businesses held for sale. | |
In 2012, the Company sold The Colorado Springs Business Journal, The Mississippi Business Journal, and its NDeX Florida operations. The Company classified the results of these operations as discontinued operations. | |
Liquidity: For the nine months ended September 30, 2013, the Company incurred a before-tax loss of $138.2 million, primarily as a result of a before-tax $96.8 million impairment charge in discontinued operations related to certain long-lived assets, indefinite-lived assets, and goodwill and a $35.4 million impairment charge in continuing operations related to goodwill. Cash provided by operating activities from continuing operations, including changes in working capital, was $24.7 million for the nine months ended September 30, 2013. | |
The principal source of liquidity in the future will be cash flows from continuing operations. In order to operate profitably on a continuous basis in the future, the Company must increase revenue and eliminate costs to achieve and maintain positive operating margins. The Company has taken actions, including divestitures and workforce reductions, in seeking to achieve profitability and to meet the financial and non-financial obligations and covenants contained within the senior secured credit facility. The Company's ability to generate sufficient cash flows in 2013 has been negatively impacted by the business challenges in its mortgage default foreclosure business and public notice revenues. Any failure to comply with the credit facility covenants in the future may result in an event of default, which if not cured or waived, could result in the lenders accelerating the maturity of the Company's indebtedness or preventing access to additional funds under the credit facility, or requiring prepayment of outstanding indebtedness under the credit facility. If the maturity of the indebtedness is accelerated, sufficient cash resources to satisfy the debt obligations may not be available and the Company may not be able to continue operations as planned. The indebtedness under the credit agreement is secured by a security interest in substantially all tangible and intangible assets of the Company. If the Company is unable to repay such indebtedness, the banks could foreclose on these assets. Any noncompliance with the bank covenants, or a determination by the Company to take steps to avoid the risk of noncompliance with the bank covenants, may cause the Company to divest additional businesses, seek additional funds through the equity markets, raise funds through debt instruments, or curtail planned activities and operations. Additional funding may not be available on acceptable terms or at all. If additional funds are raised by issuing equity securities, dilution to existing shareholders may result. | |
As described in Note 16, the senior secured credit facility was amended on October 31, 2013. Among other changes, the amendment changes the maturity date of the credit facility from December 6, 2015 to December 31, 2014 and requires the Company to generate $50.0 million in cash through one or more liquidity transactions separate from its operating activities, such as a sale of assets or issuance of equity or subordinated debt, by March 31, 2014 (or to have entered into a definitive agreement by March 31, 2014 for a transaction or transactions that will generate $50.0 million in cash by May 31, 2014) and to use the proceeds from such transaction or transactions to pay down outstanding loans under the credit facility. | |
Basic_and_Diluted_Income_Per_S
Basic and Diluted Income Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basic and Diluted Income Per Share [Abstract] | ' | |||||||||||||
Basic and Diluted Income Per Share | ' | |||||||||||||
Note 3. Basic and Diluted Loss Per Share | ||||||||||||||
Basic per share amounts are computed, generally, by dividing net loss attributable to The Dolan Company by the weighted-average number of common shares outstanding. The Company has employed the two-class method to calculate loss per share, as it relates to the redeemable noncontrolling interest in NDeX, based on net loss attributable to its common stockholders. At September 30, 2013, there were 700,000 shares of preferred stock issued and outstanding. There were no shares of preferred stock issued and outstanding as of December 31, 2012. Dividends on preferred stock increase the net loss allocable to common stockholders. Diluted per share amounts assume the conversion, exercise, or issuance of all potential common stock instruments (see Note 14 for information on stock options and restricted stock) unless their effect is anti-dilutive, thereby reducing the loss per share or increasing the income per share. | ||||||||||||||
The following table computes basic and diluted net loss attributable to The Dolan Company per share (in thousands except for per share amounts): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net loss attributable to The Dolan Company | $ | -27,476 | $ | -103,504 | $ | -175,079 | $ | -98,417 | ||||||
Income allocated to preferred shares | -372 | 0 | -992 | 0 | ||||||||||
Net loss attributable to The Dolan Company | ||||||||||||||
common stockholders | $ | -27,848 | $ | -103,504 | $ | -176,071 | $ | -98,417 | ||||||
Basic and Diluted: | ||||||||||||||
Shares used in the computation of basic net | ||||||||||||||
income per common share | 30,537 | 30,327 | 30,445 | 30,260 | ||||||||||
Net loss attributable to The Dolan Company | ||||||||||||||
common stockholders per share — basic and diluted | $ | -0.91 | $ | -3.41 | $ | -5.78 | $ | -3.25 | ||||||
For the three and nine months ended September 30, 2013, options to purchase approximately 3.3 million and 3.1 million weighted shares of common stock, respectively, were excluded from the computation because their effect would have been anti-dilutive. For the three and nine months ended September 30, 2012, options to purchase approximately 2.6 million and 2.2 million weighted shares of common stock, respectively, were excluded from the computation because their effect would have been anti-dilutive. For the three and nine months ended September 30, 2013, and 2012, options to purchase approximately 0.1 million weighted shares of common stock were excluded from the computation because of the reported net loss. | ||||||||||||||
Business_Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Business Combinations | ' |
Note 4. Business Combinations | |
Management is responsible for determining the fair value of the assets acquired and liabilities assumed at the acquisition date. The fair values of the assets acquired and liabilities assumed represent management's estimate of fair values. Management determines valuations through a combination of methods, which include discounted cash flow models, outside valuations and appraisals and market conditions. The results of the business combinations are included in the accompanying consolidated statement of operations from the respective transaction dates forward. | |
On July 25, 2011, the Company, through DiscoverReady, completed the acquisition of substantially all of the assets of ACT Litigation Services, Inc. (“ACT”), and as such, the results of ACT's operations are included in the Company's financial statements from that date forward. The acquisition included a $5.0 million holdback by the Company to secure certain obligations of ACT and its shareholders and certain earnout payments, which management estimates at each reporting date. In March 2013, ACT and its former shareholders released the Company from the $5.0 million holdback. In 2012, the Company made net payments of $13.7 million related to earnouts. The Company and ACT have agreed that there will be no further amounts paid in conjunction with these earnouts and holdbacks. The earnout liability was a Level 3 fair value measurement within the FASB's fair value hierarchy, and such liability was adjusted to fair value at each reporting date, with the adjustment reflected in fair value and other adjustments on earnout liabilities. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Instruments [Abstract] | ' |
Derivative Instruments | ' |
Note 5. Derivative Instruments | |
The Company has entered into two interest rate swap agreements to manage the risk associated with a portion of its floating-rate long-term debt. The Company does not utilize derivative instruments for speculative purposes. Both interest rate swaps involve the exchange of fixed-rate and variable-rate payments without the exchange of the underlying notional amount on which the interest payments are calculated. The notional amount of the first interest rate swap agreement was $50.0 million through December 30, 2012, is $35.0 million from December 31, 2012 through December 30, 2013, and $25.0 million from December 31, 2013 through June 30, 2014. The notional amount of the second interest rate swap agreement is $25.0 million through December 31, 2014. The Company has designated both swaps as cash flow hedges and has determined that they qualify for hedge accounting treatment. Changes in fair value of the cash flow hedge are recorded in other comprehensive loss (net of tax) until income or loss from the cash flows of the hedged item is realized. | |
At September 30, 2013, and December 31, 2012, the Company had $0.2 million and $0.9 million, respectively, in other accumulated comprehensive loss related to unrealized losses (net of tax) on the cash flow hedges. Unrealized gains and losses are reflected in net loss when the related cash flows or hedged transactions occur and offset the related performance of the hedged item. | |
The cash flow hedges were highly effective for the nine months ended September 30, 2013. The Company does not expect to reclassify any amounts from other comprehensive income to net loss during 2013. The occurrence of these related cash flows and hedged transactions remains probable. | |
The Company had liabilities of $0.7 million and $1.4 million resulting from interest rate swaps at September 30, 2013, and December 31, 2012, respectively, which are included in other liabilities on the balance sheet. Total floating-rate borrowings not offset by the swap agreements at September 30, 2013, totaled $71.3 million. | |
By their nature, derivative instruments are subject to market risk. Derivative instruments are also subject to credit risk associated with counterparties to the derivative contracts. Credit risk associated with derivatives is measured based on the replacement cost should the counterparty with a contract in a gain position to the Company fail to perform under the terms of the contract. The Company does not anticipate nonperformance by the counterparty. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||
Note 6. Fair Value of Financial Instruments | |||||||||||||||
The Company's financial assets and liabilities are measured at fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company classifies the inputs used to measure fair value into the following hierarchy: | |||||||||||||||
Level 1 Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||
Level 2 Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for the asset or liability. | |||||||||||||||
Level 3 Unobservable inputs for the asset or liability that are supported by little or no market activity. These fair values are determined using pricing models for which the assumptions utilize management's estimates or market participant assumptions. | |||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis. The fair value hierarchy requires the use of observable market data when available. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. | |||||||||||||||
The fair value of interest rate swaps are determined by the counterparty based on interest rate changes. Interest rate swaps are valued based on observable interest rate yield curves for similar instruments. The fair value of the redeemable noncontrolling interest in DiscoverReady is determined by management using a market approach, calculated as trailing 12 month earnings before interest, taxes, depreciation and amortization multiplied by an estimated multiple of earnings, less net debt. | |||||||||||||||
The following table summarizes the balances of liabilities measured at fair value on a recurring basis as of September 30, 2013 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Interest rate swaps | $ | — | $ | 711 | $ | — | $ | 711 | |||||||
Redeemable noncontrolling interest in DiscoverReady | — | — | 7,836 | 7,836 | |||||||||||
Total | $ | — | $ | 711 | $ | 7,836 | $ | 8,547 | |||||||
The following table summarizes the balances of liabilities measured at fair value on a recurring basis as of December 31, 2012 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Interest rate swaps | $ | — | $ | 1,421 | $ | — | $ | 1,421 | |||||||
Redeemable noncontrolling interest in DiscoverReady | — | — | 7,283 | 7,283 | |||||||||||
Total | $ | — | $ | 1,421 | $ | 7,283 | $ | 8,704 | |||||||
The following table summarizes the changes in fair value for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended September 30, 2013 (in thousands): | |||||||||||||||
Redeemable NCI in DiscoverReady | |||||||||||||||
Balance at June 30, 2013 | $ | 14,946 | |||||||||||||
Minority partners’ share of earnings | -78 | ||||||||||||||
Distributions to minority partners | -246 | ||||||||||||||
Fair value adjustment included in additional paid-in capital | -6,786 | ||||||||||||||
Balance at September 30, 2013 | $ | 7,836 | |||||||||||||
The following table summarizes the changes in fair value for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||
Redeemable NCI in DiscoverReady | |||||||||||||||
Balance at December 31, 2012 | $ | 7,283 | |||||||||||||
Minority partners’ share of earnings | 892 | ||||||||||||||
Distributions to minority partners | -498 | ||||||||||||||
Fair value adjustment included in additional paid-in capital | 159 | ||||||||||||||
Balance at September 30, 2013 | $ | 7,836 | |||||||||||||
Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis. Certain assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). | |||||||||||||||
The following table summarizes the adjusted basis of non-financial assets measured at fair value on a non-recurring basis as of September 30, 2013 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-lived assets, indefinite lived assets, and goodwill held for sale (a) | $ | - | $ | - | $ | 4,985 | $ | 4,985 | |||||||
Goodwill (b) | - | - | 23,899 | 23,899 | |||||||||||
$ | - | $ | - | $ | 28,884 | $ | 28,884 | ||||||||
The following table summarizes the adjusted basis on non-financial assets measured at fair value on a non-recurring basis as of December 31, 2012 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-lived assets held and used (c) | $ | - | $ | - | $ | 1,120 | $ | 1,120 | |||||||
In the first quarter of 2013, the Company recorded held for sale impairment charges of $10.7 million, of which $0.9 million was property and equipment, $7.9 million was finite-lived intangible assets, $1.3 million was indefinite-lived intangible assets, and $0.6 million was goodwill, related to two of its stand-alone businesses within the Business Information segment, reducing the original carrying value of these assets from $15.7 million to $5.0 million. See Note 2 for additional discussion of these impairments recorded within discontinued operations. | |||||||||||||||
The Company recorded a preliminary goodwill impairment charge of $35.4 million during the third quarter of 2013 in its Business Information segment. This impairment reduced goodwill in the Business Information segment to a carrying value of $23.9 million. See Note 8 for additional discussion of this impairment. | |||||||||||||||
The Company recorded an impairment charge of $19.9 million, of which $0.3 million was property and equipment and $19.6 million was finite-lived intangible assets, in 2012 related to certain long-lived assets held and used in its Mortgage Default Processing Services segment. This impairment reduced the original carrying value of these assets from $21.0 million to $1.1 million. | |||||||||||||||
Fair Value of Financial Instruments: The carrying value of cash equivalents, accounts receivable, notes receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The carrying value of the Company's debt is the remaining amount due to its debtors under borrowing arrangements. To estimate the fair value of its debt, the Company estimates an interest rate it would be required to pay if it had to refinance its debt. At September 30, 2013, the fair value of variable-rate debt under the Company's senior credit facility |
Investments
Investments | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||
Investments | ' | ||||||||||||
Note 7. Investments | |||||||||||||
Investments consisted of the following at September 30, 2013, and December 31, 2012 (in thousands): | |||||||||||||
Accounting | Percent | September 30, | December 31, | ||||||||||
Method | Ownership | 2013 | 2012 | ||||||||||
The Detroit Legal News Publishing, LLC | Equity | 35.00% | $ | 7,733 | $ | 9,535 | |||||||
Other | Cost | 13.00% | 534 | 534 | |||||||||
Total | $ | 8,267 | $ | 10,069 | |||||||||
For the three and nine months ended September 30, 2013, and 2012, the equity in (loss) earnings of affiliates is as | |||||||||||||
follows (in thousands): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
The Detroit Legal News Publishing, LLC | $ | -132 | $ | 401 | $ | -227 | $ | 1,452 | |||||
Other | - | -5 | - | -32 | |||||||||
Total | $ | -132 | $ | 396 | $ | -227 | $ | 1,420 | |||||
In 2012, the Company's ownership in other investments decreased to 13.0% from 19.5%. Because the Company has determined that it no longer has significant influence over this other investment's activities, the Company now accounts for this investment under the cost method. | |||||||||||||
The Detroit Legal News Publishing, LLC: The Company owns a 35% membership interest in The Detroit Legal News Publishing, LLC (“DLNP”). DLNP publishes ten legal newspapers, along with one quarterly magazine, all located in southern Michigan. The Company accounts for this investment using the equity method. Under DLNP's membership operating agreement, the Company receives quarterly distributions based on its ownership percentage. | |||||||||||||
The difference between the Company's carrying value and its 35% share of the members' equity of DLNP relates principally to an underlying customer list at DLNP that is being amortized over its estimated economic life through 2015. | |||||||||||||
The following tables summarize certain key information relating to the Company's investment in DLNP as of September 30, 2013, and December 31, 2012, and for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||
As of September 30, | As of December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Carrying value of investment | $ | 7,733 | $ | 9,535 | |||||||||
Underlying finite-lived customer list, net of amortization | 3,267 | 4,398 | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Equity in (losses) earnings of DLNP, net of | |||||||||||||
amortization of customer list | $ | -132 | $ | 401 | $ | -227 | $ | 1,452 | |||||
Distributions received | 280 | 784 | 1,575 | 2,247 | |||||||||
Amortization expense | 377 | 377 | 1,131 | 1,131 |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||
Note 8. Long-lived Assets and Goodwill | |||||||||||||||||||||||||
In the third quarter of 2013, due to the continued downturn in the mortgage default industry, particularly as it relates to the public notice revenues in the Company's Business Information segment, the Company performed impairment tests on the Business Information segment's long-lived assets and goodwill. As part of the goodwill impairment test, the fair value of the reporting unit was determined using a combination of discounted cash flows and market approach. An impairment on the Business Information segment was indicated. The Company then undertook the next steps in the impairment testing process by determining the fair value of assets and liabilities for the reporting unit. Although the impairment test is not complete as of the date of this filing, the Company believes an impairment loss is probable and recorded a preliminary $35.4 million non-cash goodwill impairment charge in the third quarter based upon its best estimate. Completion of the impairment test may result in an adjustment to this estimate. | |||||||||||||||||||||||||
The Company sold its NDeX South, NDeX Indiana and NDeX Michigan operations within its Mortgage Default Processing Services segment in the third quarter of 2013. As discussed in Note 2, certain long-lived assets were impaired in the second quarter of 2013. In the first quarter of 2013, the Company committed to a plan of action to sell two of its stand-alone businesses within the Business Information segment, DataStream and LISA. As part of the held for sale impairment test, the Company allocated a portion of the Business Information segment's goodwill to the disposal group of $2.2 million. As discussed in Note 2, the allocated goodwill and certain indefinite-lived intangible assets were tested for impairment and are reported as held for sale. The Company performed an interim test on the goodwill of the retained businesses in the Business Information segment, resulting in no impairment. | |||||||||||||||||||||||||
Goodwill: The Company reviews goodwill for impairment annually in the fourth quarter or whenever an indicator is identified which suggests impairment may be present. As discussed above, in the third quarter of 2013, the Company recorded a preliminary pre-tax goodwill impairment charge of $35.4 million in its Business Information segment as shown in the table below. As discussed above, in the first quarter of 2013, the Company allocated $2.2 million of its goodwill in its Business Information segment to the disposal group as shown in the table below and impaired $0.6 million of the allocated goodwill. | |||||||||||||||||||||||||
The following table represents the balances of goodwill (in thousands): | |||||||||||||||||||||||||
Mortgage Default Processing Services | Litigation Support Services | Business Information | Total | ||||||||||||||||||||||
Goodwill as of December 31, 2011 | $ | 131,710 | $ | 80,272 | $ | 62,843 | $ | 274,825 | |||||||||||||||||
Impairment | -131,710 | - | - | -131,710 | |||||||||||||||||||||
Goodwill as of December 31, 2012 | - | 80,272 | 62,843 | 143,115 | |||||||||||||||||||||
Impairment | - | - | -35,414 | -35,414 | |||||||||||||||||||||
Allocated to disposal group | - | - | -2,244 | -2,244 | |||||||||||||||||||||
Goodwill as of September 30, 2013 | $ | - | $ | 80,272 | $ | 25,185 | $ | 105,457 | |||||||||||||||||
Indefinite-Lived Intangible Assets: Indefinite-lived intangible assets consist of trademarks and domain names that the Company has determined have an indefinite life and therefore will not be amortized. The Company reviews indefinite-lived intangible assets for impairment annually in the fourth quarter or whenever an indicator is identified which suggests impairment may be present. As discussed in Note 2, during the quarter ended June 30, 2013, the Company recorded an impairment charge of $5.6 million on indefinite-lived intangible assets in NDeX South and NDeX Michigan in the Mortgage Default Processing Services segment, reducing the carrying value of $6.5 million to $0.9 million. As discussed in Note 2, during the quarter ended March 31, 2013, the Company recorded an impairment charge of $1.3 million on indefinite-lived intangible assets in a certain disposal group in the Business Information segment, reducing the carrying value of $1.7 million to $0.4 million. All remaining indefinite-lived intangible assets of $0.4 million are reported as held for sale as of September 30, 2013. | |||||||||||||||||||||||||
As of December 31, 2012, there was $8.2 million in indefinite-lived intangible assets, of which $6.5 million was in the Mortgage Default Processing Services segment and $1.7 million was in the Business Information segment. | |||||||||||||||||||||||||
Finite-Lived Intangible Assets: As discussed in Note 2, during the quarter ended June 30, 2013, the Company recorded an impairment charge of $78.7 million on finite-lived intangible assets in NDeX South and NDeX Michigan in discontinued operations in the Mortgage Default Processing Services segment, reducing the carrying value of $84.5 million to $5.8 million. During the quarter ended March 31, 2013, the Company recorded an impairment charge of $7.9 million in the Business Information Segment. The following table summarizes the components of finite-lived intangible assets as of September 30, 2013 and December 31, 2012 (in thousands except amortization periods which are in years): | |||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Mastheads | 30 | $ | 11,045 | $ | -3,477 | $ | 7,568 | $ | 11,045 | $ | -3,202 | $ | 7,843 | ||||||||||||
Customer lists/relationships | 15-Feb | 82,909 | -39,709 | 43,200 | 126,001 | -46,586 | 79,415 | ||||||||||||||||||
Noncompete agreements | 5-Apr | 1,764 | -1,736 | 28 | 5,302 | -4,793 | 509 | ||||||||||||||||||
Long-term service contracts | 12-Jun | 1,113 | -115 | 998 | 91,841 | -27,758 | 64,083 | ||||||||||||||||||
Trademark/domain names | 10 | 1,635 | -640 | 995 | 1,651 | -521 | 1,130 | ||||||||||||||||||
Trade names | 15 | 6,969 | -2,487 | 4,482 | 6,969 | -1,865 | 5,104 | ||||||||||||||||||
Technology | 20-May | - | - | - | 4,875 | -747 | 4,128 | ||||||||||||||||||
Total finite-lived intangibles | $ | 105,435 | $ | -48,164 | $ | 57,271 | $ | 247,684 | $ | -85,472 | $ | 162,212 | |||||||||||||
Total amortization expense for finite-lived intangible assets for the three months ended September 30, 2013 and 2012, was approximately $2.2 million and $2.4 million, respectively, and for the nine months ended September 30, 2013, and 2012, was approximately $6.7 million and $7.3 million, respectively. |
Discontinued_Operations_and_Lo
Discontinued Operations and Long-Lived asset Impairment | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Discontinued Operations and Long-Lived Asset Impairment [Abstract] | ' | ||||||||||||
Discontinued Operations and Long-Lived Asset Impairment | ' | ||||||||||||
Note 2. Assets Held for Sale and Discontinued Operations | |||||||||||||
The Company sold its NDeX South, NDeX Indiana and NDeX Michigan operations within its Mortgage Default Processing Services segment in the third quarter of 2013. The divestitures provided total consideration to the Company of $21.3 million, with a total of $5.7 million cash paid to the Company, three promissory notes totaling $13.1 million with payment terms between three to five years, and the remaining amount as an assumption by the buyers of certain liabilities. The Company recorded a net pretax loss of $1.1 million on the sale of these businesses during the quarter ended September 30, 2013. The operations and cash flows of these operations have been eliminated from ongoing operations as the Company will not have significant continuing involvement in the operations after the sale. | |||||||||||||
The Company committed to sell NDeX South in the second quarter of 2013 and, as such, recorded a non-cash held-for-sale impairment charge of $58.4 million in discontinued operations consisting of $55.1 million in finite-lived intangible assets (specifically, the services agreement and customer list) reducing its carrying value of $59.6 million to $4.5 million, and an impairment of $3.3 million in indefinite-lived intangible assets, reducing the original carrying value of $4.2 million to $0.9 million. The Company committed to sell NDeX Indiana in the first quarter of 2013. The Company recorded a charge to bad debt for $1.2 million related to unbilled receivables due from its NDeX Indiana law firm customer in the second quarter. | |||||||||||||
Due to the continued depressed operating results in the Mortgage Default Processing Services segment, the Company performed impairment tests on the NDeX Michigan long-lived assets in the second quarter of 2013. As a result of the impairment test, the Company recorded a total of $27.7 million in non-cash impairment charges in the second quarter to reduce the carrying value of these assets, of which $1.8 million was property and equipment, $23.6 million was finite-lived intangible assets (specifically long-term service contracts) and $2.3 million was indefinite-lived intangible assets. | |||||||||||||
The Company committed to a plan of action to sell two of its stand-alone businesses within the Business Information segment, DataStream and LISA in the first quarter of 2013. The businesses' operations and cash flows have been eliminated from ongoing operations as a result of the anticipated sales and the Company will not have significant continuing involvement in the operations after the sales. The Company classified the assets and liabilities of these operations as held for sale. | |||||||||||||
As part of the held-for-sale impairment test in the first quarter of 2013, the Company impaired $1.3 million in indefinite-lived assets, reducing the original carrying value of $1.7 million to $0.4 million. The Company allocated $2.2 million of the Business Information segment's goodwill to the disposal group and impaired $0.6 million of the allocated goodwill. The Company measured the property and equipment and finite-lived assets of the disposal group at the lower of its carrying amount or fair value less cost to sell. This resulted in a $0.9 million and $7.9 million impairment on property and equipment and finite-lived assets, respectively. The Company recorded a total of $10.7 million in non-cash impairment charges in the quarter in discontinued operations. | |||||||||||||
In 2012, the Company sold The Colorado Springs Business Journal, The Mississippi Business Journal, and its NDeX Florida operations. The Company classified the results of these operations as discontinued operations. | |||||||||||||
The assets and liabilities of these businesses and operations classified as held for sale as of September 30, | |||||||||||||
2013, are summarized as follows (in thousands): | |||||||||||||
September 30, | |||||||||||||
2013 | |||||||||||||
Property and Equipment | $ | 347 | |||||||||||
Intangible Assets and Goodwill | 4,638 | ||||||||||||
Total assets held for sale | $ | 4,985 | |||||||||||
The following amounts have been segregated from continuing operations and are reflected as discontinued | |||||||||||||
operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Total revenues | $ | 4,423 | $ | 26,418 | $ | 36,321 | $ | 86,742 | |||||
Discontinued operations before income taxes | $ | -1,469 | $ | -165,357 | $ | -109,090 | $ | -164,337 | |||||
Income tax benefit (expense) | 417 | 54,264 | -152 | 53,565 | |||||||||
Discontinued operations, net of tax | $ | -1,052 | $ | -111,093 | $ | -109,242 | $ | -110,772 |
LongTerm_Debt_Capital_Lease_Ob
Long-Term Debt, Capital Lease Obligation | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt, Capital Lease Obligation [Abstract] | ' | |||||||
Long-Term Debt, Capital Lease Obligation | ' | |||||||
Note 9. Long-Term Debt, Capital Lease Obligation | ||||||||
A summary of long-term debt is as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured debt (see below): | ||||||||
Senior variable-rate term note | $ | 106,831 | $ | 137,500 | ||||
Senior variable-rate revolving note | 24,500 | 28,200 | ||||||
Total senior secured debt | 131,331 | 165,700 | ||||||
Capital lease obligations | 216 | 343 | ||||||
131,547 | 166,043 | |||||||
Less current portion | 131,474 | 15,162 | ||||||
Long-term debt, less current portion | $ | 73 | $ | 150,881 | ||||
Senior Secured Debt: The Company and its consolidated subsidiaries had a credit agreement with a syndicate of banks for a $190.0 million senior secured credit facility comprised of a term loan facility with an outstanding balance of $131.3 million at September 30, 2013, due and payable in quarterly installments, and a revolving credit facility in an aggregate amount of up to $40.0 million (of which $24.5 million was drawn at September 30, 2013). On July 8, 2013, the Company entered into a fifth amendment to the Credit Agreement. Among other changes, this fifth amendment permits the Company to engage in certain divestiture transactions, and requires that a portion of the cash proceeds from such transactions be used to pay down outstanding loans under the Credit Agreement. On October 31, 2013, the Company entered into a sixth amendment to the Credit Agreement which changes the final maturity date from December 6, 2015 to December 31, 2014 and accelerates payment terms. As a result, all amounts outstanding under the Credit Agreement were classified as a current liability as of September 30, 2013. The Company paid fees of approximately $0.9 million in connection with the sixth amendment. | ||||||||
At September 30, 2013, the Company did not comply with the minimum adjusted EBITDA and total cash flow leverage ratio covenants in the Credit Agreement. However, the sixth amendment waived this default. Additional terms of the sixth amendment are described in Note 16. | ||||||||
Common_and_Preferred_Stock
Common and Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
[StockholdersEquityNoteAbstract] | ' |
Common and Preferred Stock | ' |
Note 10. Common and Preferred Stock | |
In January 2013, the Company sold 700,000 shares (the "Shares") of newly designated 8.5% Series B Cumulative Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"). The Shares were offered to the public at a price of $23.00 per share and have a $25.00 per share liquidation preference. Proceeds of $15.0 million, net of underwriting commission of $0.9 million and offering expenses of $0.2 million were used to pay existing debt under the senior credit facility. The Series B Preferred Stock is redeemable at the Company's option beginning on January 31, 2018, or upon a change in control, has no maturity date, and contains certain conversion rights to common stock in the event of a change in control. The Company paid a $0.4 million preferred stock dividend in the third quarter of 2013 and declared a $0.4 million preferred stock dividend payable to holders of record as of September 30, 2013, to be paid in the fourth quarter of 2013. | |
On September 17, 2013, the Company entered into a Rights Agreement in an effort to deter acquisitions of its common stock that would potentially limit its ability to use its built-in losses and any resulting net loss carryforwards to reduce potential future federal income tax obligations. | |
Under the Rights Agreement, after October 1, 2013, each share of Common Stock will carry with it one right (a “Right”) to purchase Series C Junior Participating Preferred Stock until the Rights become exercisable or expire on September 17, 2016. The Rights will work to impose a significant penalty upon any person or group that acquires 4.99% or more of the outstanding common stock without the approval of the Company's Board of Directors. The Board may, in its sole discretion, exempt any person or group for purposes of the Rights Agreement. | |
In conjunction with the Rights Agreement, the Company designated 50,000 shares of Series C Junior Participating Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock is not redeemable, entitles its holders to the same dividends, if any, paid on one share of Common Stock, and entitles its holders to a per share payment equal to the payment made on one share of Common Stock if shares of Common Stock are exchanged via merger, consolidation or a similar transaction. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
Note 11. Income Taxes | |
For the nine months ended September 30, 2013, the Company recorded an income tax expense of $40.9 million on losses from continuing operations. This amount includes a discrete tax expense of $48.8 million, primarily as a result of the Company recording a full valuation allowance against all of its federal and state deferred tax assets in the quarter ended June 30, 2013. | |
As previously discussed, during the third quarter ended September 30, 2013, the Company recorded a preliminary impairment charge of $35.4 million on goodwill in its Business Information seg,emt. About two thirds of this charge reduced a related deferred tax liability, and accordingly the Company's net deferred tax assets. The corresponding valuation allowance reduction resulted in approximately $5.6 million of tax benefit for the nine months ended September 30, 2013. Additional tax benefit recorded for the nine-month period ended September 30, 2013, related to the portion of the current year tax loss which is expected to be carried back to 2011 for a cash refund of previously paid taxes. | |
For the nine months ended September 30, 2012, the Company recorded income tax expense of $2.5 million, or 48.2% of income from continuing operations before income taxes. The Company's tax rate for 2012 differed from the federal statutory rate of 35% due to state income tax expense, the impact of noncontrolling interests and discrete items recorded during the period related primarily to stock- based compensation and the recording of a valuation allowance against state net operating losses. | |
In determining that a valuation allowance should be established against its deferred tax assets the Company considered all available evidence, using a “more likely than not” standard. The Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets. | |
In making such assessments, more weight was given to objectively verified evidence. The Company's current and previous losses were given more weight than its future outlook. Under this approach, the recent cumulative losses were a significant piece of negative evidence which ultimately impacted the Company's ability to rely on future taxable income projections in determining the amount of valuation allowance to be recorded. Future sources of taxable income considered in determining the amount of recorded valuation allowance included: | |
Taxable income in prior carryback years, if carryback is permitted under the tax law; | |
Future reversals of existing taxable temporary differences, excluding those related to indefinite-lived intangible assets; | |
Tax planning strategies; and | |
Future taxable income exclusive of reversing temporary differences and carryforwards. | |
On a quarterly basis, we are required to evaluate all positive and negative evidence, as discussed above, in determining if the valuation allowance is fairly stated. Based on our review of this evidence, we continue to believe that a full valuation allowance against all of the Company's deferred tax assets at September 30, 2013 is appropriate. |
Major_Customers_and_Related_Pa
Major Customers and Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Major Customers and Related Parties | ' |
Note 12. Major Customers | |
The Company has one litigation support services customer, a large financial services company, which accounted for 23.6% and 28.6% of the Company's total revenues for the three and nine months ended September 30, 2013, respectively. |
Reportable_Segments
Reportable Segments | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Reportable Segments [Abstract] | ' | ||||||||||||||
Reportable Segments | ' | ||||||||||||||
Note 13. Reportable Segments | |||||||||||||||
The Company has two operating divisions: Professional Services and Business Information, and three reportable segments: (1) Mortgage Default Processing Services; (2) Litigation Support Services; and (3) Business Information. The Mortgage Default Processing Services and Litigation Support Services segments are part of the Professional Services Division as these segments provide professional services supporting, primarily, attorneys and/or their clients. The Business Information segment is part of the Business Information Division. The Mortgage Default Processing Services segment generates revenue from NDeX, which provides mortgage default processing and related services to its Minnesota customer. The Litigation Support Services segment generates revenue by providing discovery management and document review services through DiscoverReady and appellate services through Counsel Press. Both of these operating segments generate revenues through fee-based arrangements. The Business Information segment provides products, data and certain services through subscription-based products and a variety of media, including court and commercial newspapers, weekly business journals and the Internet. The Business Information segment generates revenues primarily from display and classified advertising (which includes events), public notices, and subscriptions and other. The Company determined its reportable segments based on the types of products sold and services performed. | |||||||||||||||
The tables below reflect summarized financial information concerning the Company’s reportable segments | |||||||||||||||
for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||
Professional Services | |||||||||||||||
Mortgage | |||||||||||||||
Default | Litigation | Business | |||||||||||||
Processing | Support | Information | Corporate | Total | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||
Revenues | $ | 505 | $ | 19,380 | $ | 15,575 | $ | - | $ | 35,460 | |||||
Direct operating expenses | -220 | -8,578 | -5,564 | - | -14,362 | ||||||||||
Selling, general and administrative expenses | -173 | -6,713 | -7,177 | -2,040 | -16,103 | ||||||||||
Amortization and depreciation | -28 | -2,341 | -989 | -268 | -3,626 | ||||||||||
Impairment of long-lived assets and goodwill | - | - | -35,414 | - | -35,414 | ||||||||||
Equity in loss of affiliates | - | - | -132 | - | -132 | ||||||||||
Operating income (loss) | $ | 84 | $ | 1,748 | $ | -33,701 | $ | -2,308 | $ | -34,177 | |||||
Three Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 487 | $ | 26,950 | $ | 17,288 | $ | - | $ | 44,725 | |||||
Direct operating expenses | -192 | -10,234 | -6,125 | - | -16,551 | ||||||||||
Selling, general and administrative expenses | -275 | -7,890 | -7,348 | -2,860 | -18,373 | ||||||||||
Amortization and depreciation | -181 | -2,183 | -1,070 | -149 | -3,583 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 1,514 | - | - | 1,514 | ||||||||||
Impairment of long-lived assets and goodwill | -9,317 | - | - | - | -9,317 | ||||||||||
Equity in earnings of affiliates | - | - | 396 | - | 396 | ||||||||||
Operating (loss) income | $ | -9,478 | $ | 8,157 | $ | 3,141 | $ | -3,009 | $ | -1,189 | |||||
Professional Services | |||||||||||||||
Mortgage | |||||||||||||||
Default | Litigation | Business | |||||||||||||
Processing | Support | Information | Corporate | Total | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||
Revenues | $ | 1,423 | $ | 68,212 | $ | 47,949 | $ | - | $ | 117,584 | |||||
Direct operating expenses | -658 | -29,993 | -17,660 | - | -48,311 | ||||||||||
Selling, general and administrative expenses | -586 | -20,548 | -22,063 | -5,877 | -49,074 | ||||||||||
Amortization and depreciation | -82 | -6,834 | -3,081 | -909 | -10,906 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 5,021 | - | - | 5,021 | ||||||||||
Impairment of long-lived assets and goodwill | - | - | -35,414 | - | -35,414 | ||||||||||
Equity in loss of affiliates | - | - | -227 | - | -227 | ||||||||||
Operating income (loss) | $ | 97 | $ | 15,858 | $ | -30,496 | $ | -6,786 | $ | -21,327 | |||||
Nine Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 1,587 | $ | 61,565 | $ | 53,313 | $ | - | $ | 116,465 | |||||
Direct operating expenses | -676 | -25,260 | -19,155 | - | -45,091 | ||||||||||
Selling, general and administrative expenses | -829 | -22,520 | -23,006 | -6,318 | -52,673 | ||||||||||
Amortization and depreciation | -705 | -6,529 | -3,225 | -467 | -10,926 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 11,576 | - | - | 11,576 | ||||||||||
Impairment of long-lived assets and goodwill | -9,317 | - | - | - | -9,317 | ||||||||||
Equity in earnings of affiliates | - | - | 1,420 | - | 1,420 | ||||||||||
Operating (loss) income | $ | -9,940 | $ | 18,832 | $ | 9,347 | $ | -6,785 | $ | 11,454 | |||||
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Share-Based Compensation [Abstract] | ' | |||||||||
Share-Based Compensation | ' | |||||||||
Note 14. Share-Based Compensation | ||||||||||
The Company has reserved 4.8 million shares of its common stock for issuance under its incentive compensation plan, of which there were 0.4 million shares available for issuance as of September 30, 2013. Total share-based compensation expense related to stock options and restricted stock for the three months ended September 30, 2013 and 2012, was $0.6 million and $0.9 million, respectively and for the nine months ended September 30, 2013 and 2012, was $2.1 million and $2.8 million, respectively. | ||||||||||
Stock Options: Share-based compensation expense related to stock options for the three months ended September 30, 2013 and 2012, was $0.3 million and $0.4 million, respectively and for the nine months ended September 30, 2013 and 2012, was $1.0 million and $1.4 million, respectively. | ||||||||||
The following assumptions were used to estimate the fair value of stock options granted in 2013: | ||||||||||
Dividend Yield | 0.00% | |||||||||
Expected volatility | 50.00% | |||||||||
Risk free interest rate | 0.70 - 0.90% | |||||||||
Expected term of options | 4.25 - 4.5 years | |||||||||
Weighted average grant date fair value | $0.65 - 0.77 | |||||||||
The following table represents stock option activity for the nine months ended September 30, 2013: | ||||||||||
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | |||||||||
Number | Exercise | Contractual | ||||||||
of Shares | Price | Life (in years) | ||||||||
Outstanding options at December 31, 2012 | 2,547,195 | $ | 12.18 | 3.59 | ||||||
Granted | 1,191,000 | 1.79 | — | |||||||
Canceled or forfeited | -633,415 | 12.06 | — | |||||||
Outstanding options at September 30, 2013 | 3,104,780 | $ | 8.22 | 4.28 | ||||||
Options exercisable at September 30, 2013 | 1,571,729 | $ | 12.65 | 2.44 | ||||||
At September 30, 2013, the aggregate intrinsic value of options outstanding and options exercisable were $0.6 million and zero, respectively. At September 30, 2013, there was $1.8 million of unrecognized compensation cost related to outstanding options, which is expected to be recognized over a weighted-average period of 1.9 years. | ||||||||||
Restricted Stock Grants: Share-based compensation expense related to grants of restricted stock was $0.3 million and $0.5 million for the three months ended September 30, 2013 and 2012, respectively, and was $1.1 million and $1.5 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||
The following table represents a summary of nonvested restricted stock activity for the nine months ended September 30, 2013: | ||||||||||
Weighted Average | ||||||||||
Number of Shares | Grant Date Fair Value | |||||||||
Nonvested, December 31, 2012 | 626,943 | $ | 8.14 | |||||||
Vested | -210,498 | 8.5 | ||||||||
Canceled or forfeited | -93,902 | 8.8 | ||||||||
Nonvested, September 30, 2013 | 322,543 | $ | 7.71 | |||||||
Total unrecognized compensation expense for unvested restricted shares of common stock as of September 30, 2013, was $1.9 million, which is expected to be recognized over a weighted-average period of 1.5 years |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Contingencies and Commitments [Abstract] | ' |
Contingencies and Commitments | ' |
Note 15. Contingencies and Commitments | |
Litigation: From time to time, the Company is subject to certain claims and lawsuits that have arisen in the ordinary course of its business. Although the outcome of such existing matters cannot presently be determined, it is management's opinion that the ultimate resolution of such existing matters will not have a material adverse effect on the Company's results of operations or financial position. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 16. Subsequent Events | |
On October 30, 2013, the Company, DiscoverReady LLC, and DR Holdco LLC (the minority owner of DiscoverReady) entered into Amendment No. 3 to the Third Amended and Restated Limited Liability Company Agreement. This amendment changed the timing for the put and call rights of the Company and DR Holdco with respect to DR Holdco's remaining common units in DiscoverReady. The previous optional put/call exercise period was to begin on November 2, 2013 and continue until February 2, 2014, and the amendment changes this period to five future optional exercise periods of April 15 to July 15 in each of the years 2014, 2015, 2016, 2017, and 2018. The amendment also requires the Company to pay for common units owned by DR Holdco LLC in immediately available funds if the Company exercises its call right to purchase the units. | |
On October 31, 2013, the Company entered into a sixth amendment to its Third Amended and Restated Credit Agreement, dated as of December 6, 2010. Among other changes, the sixth amendment changes the maturity date of the Credit Agreement from December 6, 2015 to December 31, 2014, reduces the aggregate amount available in the revolving credit facility from $40.0 million to $39.5 million after September 30, 2014, increases the applicable interest rate by 1%, requires payment of initial and ongoing fees including a fee of 1% of the total outstanding loan commitment on April 1, July 1, and October 1, 2014, waives the Company's default with respect to certain financial covenants as of September 30, 2013, adds a new financial covenant related to the senior leverage ratio and makes certain other adjustments to the covenants and restrictions applicable to the Company, limits capital expenditures, and increases the frequency of required prepayments. In addition, the sixth amendment requires the Company to generate $50.0 million in cash through one or more liquidity transactions separate from its operating activities such as a sale of assets or issuance of equity or subordinated debt by March 31, 2014 (or to have entered into a definitive agreement by March 31, 2014 for a transaction or transactions that will generate $50.0 million in cash by May 31, 2014) and to use the proceeds from such transaction or transactions to pay down outstanding loans under the Credit Agreement. | |
Recovered_Sheet1
Basic and diluted income per share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net loss attributable to The Dolan Company | $ | -27,476 | $ | -103,504 | $ | -175,079 | $ | -98,417 | ||||||
Income allocated to preferred shares | -372 | 0 | -992 | 0 | ||||||||||
Net loss attributable to The Dolan Company | ||||||||||||||
common stockholders | $ | -27,848 | $ | -103,504 | $ | -176,071 | $ | -98,417 | ||||||
Basic and Diluted: | ||||||||||||||
Shares used in the computation of basic net | ||||||||||||||
income per common share | 30,537 | 30,327 | 30,445 | 30,260 | ||||||||||
Net loss attributable to The Dolan Company | ||||||||||||||
common stockholders per share — basic and diluted | $ | -0.91 | $ | -3.41 | $ | -5.78 | $ | -3.25 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||
The following table summarizes the balances of liabilities measured at fair value on a recurring basis as of September 30, 2013 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Interest rate swaps | $ | — | $ | 711 | $ | — | $ | 711 | |||||||
Redeemable noncontrolling interest in DiscoverReady | — | — | 7,836 | 7,836 | |||||||||||
Total | $ | — | $ | 711 | $ | 7,836 | $ | 8,547 | |||||||
The following table summarizes the balances of liabilities measured at fair value on a recurring basis as of December 31, 2012 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Interest rate swaps | $ | — | $ | 1,421 | $ | — | $ | 1,421 | |||||||
Redeemable noncontrolling interest in DiscoverReady | — | — | 7,283 | 7,283 | |||||||||||
Total | $ | — | $ | 1,421 | $ | 7,283 | $ | 8,704 | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||
The following table summarizes the changes in fair value for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended September 30, 2013 (in thousands): | |||||||||||||||
Redeemable NCI in DiscoverReady | |||||||||||||||
Balance at June 30, 2013 | $ | 14,946 | |||||||||||||
Minority partners’ share of earnings | -78 | ||||||||||||||
Distributions to minority partners | -246 | ||||||||||||||
Fair value adjustment included in additional paid-in capital | -6,786 | ||||||||||||||
Balance at September 30, 2013 | $ | 7,836 | |||||||||||||
The following table summarizes the changes in fair value for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||
Redeemable NCI in DiscoverReady | |||||||||||||||
Balance at December 31, 2012 | $ | 7,283 | |||||||||||||
Minority partners’ share of earnings | 892 | ||||||||||||||
Distributions to minority partners | -498 | ||||||||||||||
Fair value adjustment included in additional paid-in capital | 159 | ||||||||||||||
Balance at September 30, 2013 | $ | 7,836 | |||||||||||||
FairValueAssetsMeasuredOnNonrecurringBasisTableTextBlock | ' | ||||||||||||||
The following table summarizes the adjusted basis of non-financial assets measured at fair value on a non-recurring basis as of September 30, 2013 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-lived assets, indefinite lived assets, and goodwill held for sale (a) | $ | - | $ | - | $ | 4,985 | $ | 4,985 | |||||||
Goodwill (b) | - | - | 23,899 | 23,899 | |||||||||||
$ | - | $ | - | $ | 28,884 | $ | 28,884 | ||||||||
The following table summarizes the adjusted basis on non-financial assets measured at fair value on a non-recurring basis as of December 31, 2012 (in thousands): | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Long-lived assets held and used (c) | $ | - | $ | - | $ | 1,120 | $ | 1,120 | |||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||
Equity Method Investments [Text Block] | ' | ||||||||||||
Investments consisted of the following at September 30, 2013, and December 31, 2012 (in thousands): | |||||||||||||
Accounting | Percent | September 30, | December 31, | ||||||||||
Method | Ownership | 2013 | 2012 | ||||||||||
The Detroit Legal News Publishing, LLC | Equity | 35.00% | $ | 7,733 | $ | 9,535 | |||||||
Other | Cost | 13.00% | 534 | 534 | |||||||||
Total | $ | 8,267 | $ | 10,069 | |||||||||
As of September 30, | As of December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Carrying value of investment | $ | 7,733 | $ | 9,535 | |||||||||
Underlying finite-lived customer list, net of amortization | 3,267 | 4,398 | |||||||||||
Realized Gain (Loss) on Investments [Table Text Block] | ' | ||||||||||||
For the three and nine months ended September 30, 2013, and 2012, the equity in (loss) earnings of affiliates is as | |||||||||||||
follows (in thousands): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
The Detroit Legal News Publishing, LLC | $ | -132 | $ | 401 | $ | -227 | $ | 1,452 | |||||
Other | - | -5 | - | -32 | |||||||||
Total | $ | -132 | $ | 396 | $ | -227 | $ | 1,420 | |||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Equity in (losses) earnings of DLNP, net of | |||||||||||||
amortization of customer list | $ | -132 | $ | 401 | $ | -227 | $ | 1,452 | |||||
Distributions received | 280 | 784 | 1,575 | 2,247 | |||||||||
Amortization expense | 377 | 377 | 1,131 | 1,131 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
ScheduleOfGoodwillTextBlock | ' | ||||||||||||||||||||||||
The following table represents the balances of goodwill (in thousands): | |||||||||||||||||||||||||
Mortgage Default Processing Services | Litigation Support Services | Business Information | Total | ||||||||||||||||||||||
Goodwill as of December 31, 2011 | $ | 131,710 | $ | 80,272 | $ | 62,843 | $ | 274,825 | |||||||||||||||||
Impairment | -131,710 | - | - | -131,710 | |||||||||||||||||||||
Goodwill as of December 31, 2012 | - | 80,272 | 62,843 | 143,115 | |||||||||||||||||||||
Impairment | - | - | -35,414 | -35,414 | |||||||||||||||||||||
Allocated to disposal group | - | - | -2,244 | -2,244 | |||||||||||||||||||||
Goodwill as of September 30, 2013 | $ | - | $ | 80,272 | $ | 25,185 | $ | 105,457 | |||||||||||||||||
ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock | ' | ||||||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||
Period | Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
Mastheads | 30 | $ | 11,045 | $ | -3,477 | $ | 7,568 | $ | 11,045 | $ | -3,202 | $ | 7,843 | ||||||||||||
Customer lists/relationships | 15-Feb | 82,909 | -39,709 | 43,200 | 126,001 | -46,586 | 79,415 | ||||||||||||||||||
Noncompete agreements | 5-Apr | 1,764 | -1,736 | 28 | 5,302 | -4,793 | 509 | ||||||||||||||||||
Long-term service contracts | 12-Jun | 1,113 | -115 | 998 | 91,841 | -27,758 | 64,083 | ||||||||||||||||||
Trademark/domain names | 10 | 1,635 | -640 | 995 | 1,651 | -521 | 1,130 | ||||||||||||||||||
Trade names | 15 | 6,969 | -2,487 | 4,482 | 6,969 | -1,865 | 5,104 | ||||||||||||||||||
Technology | 20-May | - | - | - | 4,875 | -747 | 4,128 | ||||||||||||||||||
Total finite-lived intangibles | $ | 105,435 | $ | -48,164 | $ | 57,271 | $ | 247,684 | $ | -85,472 | $ | 162,212 |
Discontinued_Operations_and_Lo1
Discontinued Operations and Long-Lived asset Impairment (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Discontinued Operations and Long-Lived Asset Impairment [Abstract] | ' | ||||||||||||
ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock | ' | ||||||||||||
The assets and liabilities of these businesses and operations classified as held for sale as of September 30, | |||||||||||||
2013, are summarized as follows (in thousands): | |||||||||||||
September 30, | |||||||||||||
2013 | |||||||||||||
Property and Equipment | $ | 347 | |||||||||||
Intangible Assets and Goodwill | 4,638 | ||||||||||||
Total assets held for sale | $ | 4,985 | |||||||||||
The following amounts have been segregated from continuing operations and are reflected as discontinued | |||||||||||||
operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Total revenues | $ | 4,423 | $ | 26,418 | $ | 36,321 | $ | 86,742 | |||||
Discontinued operations before income taxes | $ | -1,469 | $ | -165,357 | $ | -109,090 | $ | -164,337 | |||||
Income tax benefit (expense) | 417 | 54,264 | -152 | 53,565 | |||||||||
Discontinued operations, net of tax | $ | -1,052 | $ | -111,093 | $ | -109,242 | $ | -110,772 |
LongTerm_Debt_Capital_Lease_Ob1
Long-Term Debt, Capital Lease Obligation (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Long-Term Debt, Capital Lease Obligation [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
A summary of long-term debt is as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured debt (see below): | ||||||||
Senior variable-rate term note | $ | 106,831 | $ | 137,500 | ||||
Senior variable-rate revolving note | 24,500 | 28,200 | ||||||
Total senior secured debt | 131,331 | 165,700 | ||||||
Capital lease obligations | 216 | 343 | ||||||
131,547 | 166,043 | |||||||
Less current portion | 131,474 | 15,162 | ||||||
Long-term debt, less current portion | $ | 73 | $ | 150,881 |
Reportable_Segments_Tables
Reportable Segments (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||
The tables below reflect summarized financial information concerning the Company’s reportable segments | |||||||||||||||
for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||
Professional Services | |||||||||||||||
Mortgage | |||||||||||||||
Default | Litigation | Business | |||||||||||||
Processing | Support | Information | Corporate | Total | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||
Revenues | $ | 505 | $ | 19,380 | $ | 15,575 | $ | - | $ | 35,460 | |||||
Direct operating expenses | -220 | -8,578 | -5,564 | - | -14,362 | ||||||||||
Selling, general and administrative expenses | -173 | -6,713 | -7,177 | -2,040 | -16,103 | ||||||||||
Amortization and depreciation | -28 | -2,341 | -989 | -268 | -3,626 | ||||||||||
Impairment of long-lived assets and goodwill | - | - | -35,414 | - | -35,414 | ||||||||||
Equity in loss of affiliates | - | - | -132 | - | -132 | ||||||||||
Operating income (loss) | $ | 84 | $ | 1,748 | $ | -33,701 | $ | -2,308 | $ | -34,177 | |||||
Three Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 487 | $ | 26,950 | $ | 17,288 | $ | - | $ | 44,725 | |||||
Direct operating expenses | -192 | -10,234 | -6,125 | - | -16,551 | ||||||||||
Selling, general and administrative expenses | -275 | -7,890 | -7,348 | -2,860 | -18,373 | ||||||||||
Amortization and depreciation | -181 | -2,183 | -1,070 | -149 | -3,583 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 1,514 | - | - | 1,514 | ||||||||||
Impairment of long-lived assets and goodwill | -9,317 | - | - | - | -9,317 | ||||||||||
Equity in earnings of affiliates | - | - | 396 | - | 396 | ||||||||||
Operating (loss) income | $ | -9,478 | $ | 8,157 | $ | 3,141 | $ | -3,009 | $ | -1,189 | |||||
Professional Services | |||||||||||||||
Mortgage | |||||||||||||||
Default | Litigation | Business | |||||||||||||
Processing | Support | Information | Corporate | Total | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||
Revenues | $ | 1,423 | $ | 68,212 | $ | 47,949 | $ | - | $ | 117,584 | |||||
Direct operating expenses | -658 | -29,993 | -17,660 | - | -48,311 | ||||||||||
Selling, general and administrative expenses | -586 | -20,548 | -22,063 | -5,877 | -49,074 | ||||||||||
Amortization and depreciation | -82 | -6,834 | -3,081 | -909 | -10,906 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 5,021 | - | - | 5,021 | ||||||||||
Impairment of long-lived assets and goodwill | - | - | -35,414 | - | -35,414 | ||||||||||
Equity in loss of affiliates | - | - | -227 | - | -227 | ||||||||||
Operating income (loss) | $ | 97 | $ | 15,858 | $ | -30,496 | $ | -6,786 | $ | -21,327 | |||||
Nine Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 1,587 | $ | 61,565 | $ | 53,313 | $ | - | $ | 116,465 | |||||
Direct operating expenses | -676 | -25,260 | -19,155 | - | -45,091 | ||||||||||
Selling, general and administrative expenses | -829 | -22,520 | -23,006 | -6,318 | -52,673 | ||||||||||
Amortization and depreciation | -705 | -6,529 | -3,225 | -467 | -10,926 | ||||||||||
Fair value and other adjustments on earnout liabilities | - | 11,576 | - | - | 11,576 | ||||||||||
Impairment of long-lived assets and goodwill | -9,317 | - | - | - | -9,317 | ||||||||||
Equity in earnings of affiliates | - | - | 1,420 | - | 1,420 | ||||||||||
Operating (loss) income | $ | -9,940 | $ | 18,832 | $ | 9,347 | $ | -6,785 | $ | 11,454 | |||||
Sharebased_compensation_Tables
Share-based compensation (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Share-Based Compensation [Abstract] | ' | |||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||
The following assumptions were used to estimate the fair value of stock options granted in 2013: | ||||||||||
Dividend Yield | 0.00% | |||||||||
Expected volatility | 50.00% | |||||||||
Risk free interest rate | 0.70 - 0.90% | |||||||||
Expected term of options | 4.25 - 4.5 years | |||||||||
Weighted average grant date fair value | $0.65 - 0.77 | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||
The following table represents stock option activity for the nine months ended September 30, 2013: | ||||||||||
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | |||||||||
Number | Exercise | Contractual | ||||||||
of Shares | Price | Life (in years) | ||||||||
Outstanding options at December 31, 2012 | 2,547,195 | $ | 12.18 | 3.59 | ||||||
Granted | 1,191,000 | 1.79 | — | |||||||
Canceled or forfeited | -633,415 | 12.06 | — | |||||||
Outstanding options at September 30, 2013 | 3,104,780 | $ | 8.22 | 4.28 | ||||||
Options exercisable at September 30, 2013 | 1,571,729 | $ | 12.65 | 2.44 | ||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | |||||||||
The following table represents a summary of nonvested restricted stock activity for the nine months ended September 30, 2013: | ||||||||||
Weighted Average | ||||||||||
Number of Shares | Grant Date Fair Value | |||||||||
Nonvested, December 31, 2012 | 626,943 | $ | 8.14 | |||||||
Vested | -210,498 | 8.5 | ||||||||
Canceled or forfeited | -93,902 | 8.8 | ||||||||
Nonvested, September 30, 2013 | 322,543 | $ | 7.71 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Basis of Presentation [Abstract] 1 | ' | ' | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | $96,800,000 | ' | $96,800,000 | ' |
Cash provided by operating activities - continuing operations | ' | ' | 24,690,000 | -28,805,000 |
Impairment of Long-Lived Assets Held-for-use | 35,414,000 | 9,317,000 | 35,414,000 | 9,317,000 |
Before-tax loss | ' | ' | $138,200,000 | ' |
Basic_and_diluted_income_per_s1
Basic and diluted income per share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | 700,000 | ' | 700,000 | ' | ' |
Preferred stock, shares outstanding | 700,000 | ' | 700,000 | ' | ' |
Net income attributable to The Dolan Company | ($27,476) | ($103,504) | ($175,079) | ($98,417) | ($101,756) |
Net income allocated to preferred shares | 372 | 0 | 992 | 0 | ' |
Net Income allocable to common shares | ($27,848) | ($103,504) | ($176,071) | ($98,417) | ' |
Basic | 30,537,000 | 30,327,000 | 30,445,000 | 30,260,000 | ' |
Net Income Attributable To Parent Company Common Stockholders Earnings Per Share Basic | ($0.91) | ($3.41) | ($5.78) | ($3.25) | ' |
Earnings Per Share, Potentially Dilutive Securities | 3,300,000 | 2,600,000 | 3,100,000 | 2,200,000 | ' |
Dilutive Shares Excluded | 100,000 | ' | 100,000 | ' | ' |
Business_combinations_Details
Business combinations (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ' | ' | ' |
Earnout Liability Recorded Acquisitions | ' | ' | $5 |
Business Acquisition Cost Of Acquired Entity Hold Back | ' | 5 | ' |
Fair Value Measurement with Unobservable Inputs Reconciliation Recurring Basis Liability Earnout Payments | $13.70 | ' | ' |
Derivative_Intruments_Details
Derivative Intruments (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 30, 2013 | Dec. 30, 2012 | Dec. 31, 2014 |
Interest Rate Swap 1 [Member] | Interest Rate Swap 1 [Member] | Interest Rate Swap 1 [Member] | Interest Rate Swap 2 [Member] | |||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Notional Amount of Interest Rate Cash Flow Hedge Derivatives | ' | ' | $25 | $35 | $50 | $25 |
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | 0.2 | 0.9 | ' | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 0.7 | 1.4 | ' | ' | ' | ' |
Floating-rate loan borrowings | $71.30 | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments 1 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Fairvalueinputstotal [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fairvalueinputstotal [Member] | Fairvalueinputstotal [Member] | ||||
Discover Ready [Member] | Discover Ready [Member] | Discover Ready [Member] | Discover Ready [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swaps | $711,000 | ' | $1,421,000 | $711,000 | $1,421,000 | ' | ' | ' | ' | ' | ' |
Earnout Liability Recorded Acquisitions | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Noncontrolling Interest | ' | ' | ' | ' | ' | ' | ' | 7,836,000 | 7,283,000 | 7,836,000 | 7,283,000 |
Liabilities, Fair Value Disclosure | $8,547,000 | ' | $8,704,000 | $711,000 | $1,421,000 | $7,836,000 | $7,283,000 | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments 2 (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | ' | $7,283 | $14,946 |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Minority Partners Share Of Earnings | -78 | 892 | ' |
Fair Value Measurement with Unobservable Inputs Reconciliation Recurring Basis Liability Distributions To Minority Partners Redemptions | -246 | -498 | ' |
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Adjustment Included In APIC And Deferred Taxes | -6,786 | 159 | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | 7,836 | 7,836 | 14,946 |
Ndex [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $0 | $0 | ' |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments 4 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long-lived assets held for sale | $4,985 | ' |
Liabilities, Fair Value Disclosure | 8,547 | ' |
FairValueMeasurementsNonrecurringMember | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long-lived assets held and used | 23,899 | ' |
Liabilities, Fair Value Disclosure | 28,884 | 1,120 |
FairValueMeasurementsNonrecurringMember | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long-lived assets held and used | 23,899 | ' |
Long-lived assets held for sale | 4,985 | ' |
Liabilities, Fair Value Disclosure | $28,884 | $1,120 |
Fair_Value_of_Financial_Instru5
Fair Value of Financial Instruments 5 (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Mortgage Default Processing [Member] | Business Information [Member] | ImpairmentOfPropertyMember [Member] | ImpairmentOfPropertyMember [Member] | ImpairmentOfGoodwillMember | ImpairmentOfIntangibleAssetsMember | ImpairmentOfIntangibleAssetsMember | ImpairmentOfIntangibleAssetsMember | ImparimentOfIndefiniteLivedIntangibleAssets [Member] | ImparimentOfIndefiniteLivedIntangibleAssets [Member] | |||||
Mortgage Default Processing [Member] | Business Information [Member] | Business Information [Member] | Mortgage Default Processing [Member] | Mortgage Default Processing [Member] | Business Information [Member] | Mortgage Default Processing [Member] | Business Information [Member] | |||||||
Component Of Other Expense Nonoperating [LineItems] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of Long-Lived Assets Held-for-use | $35,414,000 | $9,317,000 | $35,414,000 | $9,317,000 | ' | ' | ' | ' | $35,400,000 | $19,600,000 | ' | ' | ' | ' |
Asset Impairment carrying value | ' | ' | ' | ' | 21,000,000 | ' | ' | ' | 23,900,000 | ' | ' | ' | ' | ' |
Asset Impairment fair value | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' |
Long Lived Assets Held For Sale Impairment Charge | 96,800,000 | ' | 96,800,000 | ' | 19,900,000 | 10,700,000 | 300,000 | 900,000 | 600,000 | ' | 78,700,000 | 7,900,000 | 5,600,000 | 1,300,000 |
Long Lived Assets Held For Sale Carrying Value | ' | ' | ' | ' | ' | 15,700,000 | ' | ' | ' | ' | 84,500,000 | ' | 6,500,000 | 1,700,000 |
Long lived assets held for sale fair value | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | $5,800,000 | ' | $900,000 | $400,000 |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Equity Investments | $7,733 | ' | $7,733 | ' | $9,535 |
Equity Percent Ownership | 35.00% | ' | 35.00% | ' | ' |
Cost Method Investments | 534 | ' | 534 | ' | 534 |
Total Investments | 8,267 | ' | 8,267 | ' | 10,069 |
Cost Percent Ownership | 13.00% | ' | 13.00% | ' | ' |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ' | ' | ' | ' | ' |
Income (Loss) from Equity Method Investments | -132 | 396 | -227 | 1,420 | ' |
Equity Method Investment, Dividends or Distributions | ' | ' | 1,575 | 2,247 | ' |
Amortization of Intangible Assets | 2,228 | 2,376 | 6,682 | 7,298 | ' |
Detroit Legal News Publishing Llc [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Equity Investments | 7,733 | ' | 7,733 | ' | 9,535 |
Underlying Finite Lived Customer List Net Of Amortization | ' | ' | 3,267 | ' | 4,398 |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ' | ' | ' | ' | ' |
Income (Loss) from Equity Method Investments | -132 | 401 | -227 | 1,452 | ' |
Equity Method Investment, Dividends or Distributions | 280 | 784 | 1,575 | 2,247 | ' |
Amortization of Intangible Assets | 377 | 377 | 1,131 | 1,131 | ' |
Other Equity Method [Member] | ' | ' | ' | ' | ' |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ' | ' | ' | ' | ' |
Income (Loss) from Equity Method Investments | $0 | ($5) | $0 | ($32) | ' |
Intangible_Assets_1_Details
Intangible Assets 1 (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Business Information [Member] | Mortgage Default Processing [Member] | Mortgage Default Processing [Member] | NDeX South [Member] | ImpairmentOfGoodwillMember | ImparimentOfIndefiniteLivedIntangibleAssets [Member] | ImparimentOfIndefiniteLivedIntangibleAssets [Member] | ImpairmentOfIntangibleAssetsMember | ImpairmentOfIntangibleAssetsMember | ImpairmentOfIntangibleAssetsMember | ImpairmentOfPropertyMember [Member] | ImpairmentOfPropertyMember [Member] | ||||||
Business Information [Member] | Business Information [Member] | Mortgage Default Processing [Member] | Business Information [Member] | Mortgage Default Processing [Member] | Mortgage Default Processing [Member] | Business Information [Member] | Mortgage Default Processing [Member] | ||||||||||
Component Of Other Expense Nonoperating [LineItems] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization | $2,228,000 | $2,376,000 | $6,682,000 | $7,298,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill Period Increase Decrease | ' | ' | -2,244,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 96,800,000 | ' | 96,800,000 | ' | ' | 10,700,000 | ' | 19,900,000 | 58,400,000 | 600,000 | 1,300,000 | 5,600,000 | 7,900,000 | ' | 78,700,000 | 900,000 | 300,000 |
Long Lived Assets Held For Sale Carrying Value | ' | ' | ' | ' | ' | 15,700,000 | ' | ' | ' | ' | 1,700,000 | 6,500,000 | ' | ' | 84,500,000 | ' | ' |
Long lived assets held for sale fair value | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | 400,000 | 900,000 | ' | ' | 5,800,000 | ' | ' |
Impairment of Long-Lived Assets Held-for-use | 35,414,000 | 9,317,000 | 35,414,000 | 9,317,000 | ' | ' | ' | ' | ' | 35,400,000 | ' | ' | ' | 19,600,000 | ' | ' | ' |
AssetImpairmentcarryingvalue | ' | ' | ' | ' | ' | ' | ' | 21,000,000 | ' | 23,900,000 | ' | ' | ' | ' | ' | ' | ' |
AssetImpairmentfairvalue | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' |
Indefinite Lived Intangible Asset | $105,457,000 | ' | $105,457,000 | ' | $151,329,000 | $1,700,000 | $6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_2_Details
Intangible Assets 2 (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
GoodwillRollForward | ' | ' | ' |
Goodwill | $105,457 | $143,115 | $274,825 |
Goodwill Period Increase Decrease | -2,244 | ' | ' |
GoodwillImpairmentLoss | -35,414 | -131,710 | ' |
Mortgage Default Processing [Member] | ' | ' | ' |
GoodwillRollForward | ' | ' | ' |
Goodwill | 0 | ' | 131,710 |
GoodwillImpairmentLoss | ' | -131,710 | ' |
Litigation Support [Member] | ' | ' | ' |
GoodwillRollForward | ' | ' | ' |
Goodwill | 80,272 | 80,272 | 80,272 |
Business Information [Member] | ' | ' | ' |
GoodwillRollForward | ' | ' | ' |
Goodwill | 25,185 | 62,843 | 62,843 |
Goodwill Period Increase Decrease | -2,244 | ' | ' |
GoodwillImpairmentLoss | ($35,414) | ' | ' |
Intangible_Assets_3_Details
Intangible Assets 3 (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | $105,435 | $247,684 |
Accumulated Amortization | -48,164 | -85,472 |
Finite-life intangible assets, net | 57,271 | 162,212 |
Mastheads [Member] | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 11,045 | 11,045 |
Accumulated Amortization | -3,477 | -3,202 |
Finite-life intangible assets, net | 7,568 | 7,843 |
Amortization Period | '30 years 0 months 0 days | ' |
CustomerListsMember | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 82,909 | 126,001 |
Accumulated Amortization | -39,709 | -46,586 |
Finite-life intangible assets, net | 43,200 | 79,415 |
Amortization Period Minimum | '2 years 0 months 0 days | ' |
Amortization Period Maximum | '15 years 0 months 0 days | ' |
NoncompeteAgreementsMember | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 1,764 | 5,302 |
Accumulated Amortization | -1,736 | -4,793 |
Finite-life intangible assets, net | 28 | 509 |
Amortization Period Minimum | '4 years 0 months 0 days | ' |
Amortization Period Maximum | '5 years 0 months 0 days | ' |
ServiceAgreementsMember | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 1,113 | 91,841 |
Accumulated Amortization | -115 | -27,758 |
Finite-life intangible assets, net | 998 | 64,083 |
Amortization Period Minimum | '6 years 0 months 0 days | ' |
Amortization Period Maximum | '12 years 0 months 0 days | ' |
TrademarksMember | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 1,635 | 1,651 |
Accumulated Amortization | -640 | -521 |
Finite-life intangible assets, net | 995 | 1,130 |
Amortization Period | '10 years 0 months 0 days | ' |
Trade | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 6,969 | 6,969 |
Accumulated Amortization | -2,487 | -1,865 |
Finite-life intangible assets, net | 4,482 | 5,104 |
Amortization Period | '15 years 0 months 0 days | ' |
Technology [Member] | ' | ' |
FiniteLivedIntangibleAssetsRollForward | ' | ' |
Gross Amount | 0 | 4,875 |
Accumulated Amortization | 0 | -747 |
Finite-life intangible assets, net | $0 | $4,128 |
Amortization Period Minimum | '5 years 0 months 0 days | ' |
Amortization Period Maximum | '20 years 0 months 0 days | ' |
Discontinued_Operations_and_Lo2
Discontinued Operations and Long-Lived asset Impairment 1 (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | $96,800,000 | ' |
GoodwillPeriodIncreaseDecrease | -2,244,000 | ' |
Business Information [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 10,700,000 | ' |
Long Lived Assets Held For Sale Carrying Value | 15,700,000 | ' |
Long lived assets held for sale fair value | 5,000,000 | ' |
Mortgage Default Processing [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | ' | 19,900,000 |
Bad Debt Unbilled Receivables | 1,200,000 | ' |
Total Considerations Amount | 21,300,000 | ' |
Cash Paid Amount | 5,700,000 | ' |
Promissory Note Amount | 13,100,000 | ' |
pretax loss on sale of business | 1,100,000 | ' |
NDeX South [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 58,400,000 | ' |
Trott Trott [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 27,700,000 | ' |
ImpairmentOfPropertyMember [Member] | Business Information [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 900,000 | ' |
ImpairmentOfPropertyMember [Member] | Trott Trott [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 1,800,000 | ' |
ImpairmentOfIntangibleAssetsMember | Business Information [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 7,900,000 | ' |
ImpairmentOfIntangibleAssetsMember | NDeX South [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 55,100,000 | ' |
Long Lived Assets Held For Sale Carrying Value | 59,600,000 | ' |
Long lived assets held for sale fair value | 4,500,000 | ' |
ImpairmentOfIntangibleAssetsMember | Trott Trott [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 23,600,000 | ' |
ImpairmentOfGoodwillMember | Business Information [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 600,000 | ' |
ImparimentOfIndefiniteLivedIntangibleAssets [Member] | Business Information [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 1,300,000 | ' |
Long Lived Assets Held For Sale Carrying Value | 1,700,000 | ' |
Long lived assets held for sale fair value | 400,000 | ' |
ImparimentOfIndefiniteLivedIntangibleAssets [Member] | NDeX South [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | 3,300,000 | ' |
Long Lived Assets Held For Sale Carrying Value | 4,200,000 | ' |
Long lived assets held for sale fair value | 900,000 | ' |
ImparimentOfIndefiniteLivedIntangibleAssets [Member] | Trott Trott [Member] | ' | ' |
Long Lived Assets Held For Sale [LineItems] | ' | ' |
Long Lived Assets Held For Sale Impairment Charge | $2,300,000 | ' |
Discontinued_Operations_and_Lo3
Discontinued Operations and Long-Lived asset Impairment 2 (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Discontinued Operations and Long-Lived Asset Impairment [Abstract] | ' | ' |
Accounts Receivable | $0 | ' |
Property and Equipment | 347 | ' |
Intangibles | 4,638 | ' |
Total net assets held for sale | 4,985 | ' |
Current liabilities | 0 | ' |
Noncurrent liabilities | 0 | ' |
Total liabilities held for sale | 0 | 0 |
Assets held for sale | $4,985 | $0 |
Discontinued_Operations_and_Lo4
Discontinued Operations and Long-Lived asset Impairment 3 (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Discontinued Operations and Long-Lived Asset Impairment [Abstract] | ' | ' | ' | ' |
Total Revenue | $4,423 | $26,418 | $36,321 | $86,742 |
Discontinued operations before income taxes | -1,469 | -165,357 | -109,090 | -164,337 |
Income tax benefit | 417 | 54,264 | -152 | 53,565 |
Discontinued operations, net of tax benefit | ($1,052) | ($111,093) | ($109,242) | ($110,772) |
LongTerm_Debt_Capital_Lease_Ob2
Long-Term Debt, Capital Lease Obligation (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 |
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Sixth Amendment [Member] | Sixth Amendment [Member] | Sixth Amendment [Member] | |||||
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Senior Notes Noncurrent Variable Rate Term Note | $106,831,000 | $137,500,000 | ' | ' | ' | ' | ' |
Senior Notes Noncurrent Variable Rate Revolving Note | 24,500,000 | 28,200,000 | ' | ' | ' | ' | ' |
Total senior secured debt | 131,331,000 | 165,700,000 | ' | ' | ' | ' | ' |
Unsecured Debt | 0 | 0 | ' | ' | ' | ' | ' |
Capital Lease Obligations | 216,000 | 343,000 | ' | ' | ' | ' | ' |
Debt and Capital Lease Obligations | 131,547,000 | 166,043,000 | ' | ' | ' | ' | ' |
Long-term Debt, Current Maturities | -131,474,000 | -15,162,000 | ' | ' | ' | ' | ' |
Long-term debt, less current portion | 73,000 | 150,881,000 | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | 190,000,000 | ' | ' | 40,000,000 | 39,500,000 |
Line of Credit Facility, Expiration Date 1 | ' | ' | 6-Dec-15 | ' | ' | 6-Dec-15 | ' |
Line of Credit Facility, Amendment Fees, Amount | ' | ' | ' | 900,000 | ' | ' | ' |
Line of Credit Facility, Outstanding Balance | ' | ' | 131,300,000 | ' | ' | 24,500,000 | ' |
Required Debt Payment | ' | ' | ' | ' | $50,000,000 | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
ClassOfStockLineItems | ' | ' | ' | ' | ' |
Preferred stock, par value per share | $0.00 | ' | $0.00 | ' | $0.00 |
Issuance of preferred stock net of offering costs | $14,967,000 | ' | $14,967,000 | ' | ' |
Issuance of preferred stock net of offering costs, shares | 700,000 | ' | 700,000 | ' | ' |
Preferred Stock Dividends, Income Statement Impact | 372,000 | 0 | 992,000 | 0 | ' |
Payments of preferred stock dividend | ' | ' | 620,000 | 0 | ' |
SeriesBPreferredStockMember | ' | ' | ' | ' | ' |
ClassOfStockLineItems | ' | ' | ' | ' | ' |
Preferred Stock Dividend Rate Percentage | ' | ' | 8.50% | ' | ' |
Issuance of preferred stock net of offering costs, shares | 700,000 | ' | 700,000 | ' | ' |
Preferred Stock Public Price Offering | $23 | ' | $23 | ' | ' |
Preferred Stock Per Share Liquidation Preference | $25 | ' | $25 | ' | ' |
Preferred Stock Offering Costs | 200,000 | ' | 200,000 | ' | ' |
Preferred Stock Underwriting Commissions | 900,000 | ' | 900,000 | ' | ' |
Preferred Stock Dividends, Income Statement Impact | ' | ' | 400,000 | ' | ' |
Payments of preferred stock dividend | $400,000 | ' | ' | ' | ' |
Preferred stock, shares designated | 1,600,000 | ' | 1,600,000 | ' | 0 |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' |
ClassOfStockLineItems | ' | ' | ' | ' | ' |
Preferred stock, shares designated | 5,000 | ' | 5,000 | ' | 5,000 |
SeriesCPreferredStockMember | ' | ' | ' | ' | ' |
ClassOfStockLineItems | ' | ' | ' | ' | ' |
Preferred stock, shares designated | 50,000 | ' | 50,000 | ' | 0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes [Abstract] | ' | ' |
Current Income Tax Expense (Benefit) | $40.90 | $2.50 |
Effective Income Tax Rate, Continuing Operations | ' | 48.20% |
Amount change in Valuation Allowance | 48.8 | ' |
Carry Back Tax Benefit | $5.60 | ' |
Major_Customers_and_Related_Pa1
Major Customers and Related Parties (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
EntityWideRevenueMajorCustomerLineItems | ' | ' |
Entity Wide Revenue Major Customer Percentage | 23.60% | 28.60% |
Reportable_Segments_Details
Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales Revenue, Net, Total | $35,460 | $44,725 | $117,584 | $116,465 |
Operating Costs and Expenses | 14,362 | 16,551 | 48,311 | 45,091 |
Selling, General and Administrative Expense | 16,103 | 18,373 | 49,074 | 52,673 |
Amortization and Depreciation | 3,626 | 3,583 | 10,906 | 10,926 |
Fair value adjustment on earnout liabilities | 0 | -1,514 | -5,021 | -11,576 |
Impairment of Long-Lived Assets Held-for-use | 35,414 | 9,317 | 35,414 | 9,317 |
Income (Loss) from Equity Method Investments | -132 | 396 | -227 | 1,420 |
Operating income | -34,177 | -1,189 | -21,327 | 11,454 |
Mortgage Default Processing [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales Revenue, Net, Total | 505 | 487 | 1,423 | 1,587 |
Operating Costs and Expenses | 220 | 192 | 658 | 676 |
Selling, General and Administrative Expense | 173 | 275 | 586 | 829 |
Amortization and Depreciation | 28 | 181 | 82 | 705 |
Fair value adjustment on earnout liabilities | 0 | 0 | 0 | 0 |
Impairment of Long-Lived Assets Held-for-use | 0 | 9,317 | 0 | 9,317 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 |
Operating income | 84 | -9,478 | 97 | -9,940 |
Litigation Support [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales Revenue, Net, Total | 19,380 | 26,950 | 68,212 | 61,565 |
Operating Costs and Expenses | 8,578 | 10,234 | 29,993 | 25,260 |
Selling, General and Administrative Expense | 6,713 | 7,890 | 20,548 | 22,520 |
Amortization and Depreciation | 2,341 | 2,183 | 6,834 | 6,529 |
Fair value adjustment on earnout liabilities | 0 | -1,514 | -5,021 | -11,576 |
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 |
Operating income | 1,748 | 8,157 | 15,858 | 18,832 |
Business Information [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales Revenue, Net, Total | 15,575 | 17,288 | 47,949 | 53,313 |
Operating Costs and Expenses | 5,564 | 6,125 | 17,660 | 19,155 |
Selling, General and Administrative Expense | 7,177 | 7,348 | 22,063 | 23,006 |
Amortization and Depreciation | 989 | 1,070 | 3,081 | 3,225 |
Fair value adjustment on earnout liabilities | 0 | 0 | 0 | 0 |
Impairment of Long-Lived Assets Held-for-use | 35,414 | 0 | 35,414 | 0 |
Income (Loss) from Equity Method Investments | -132 | 396 | -227 | 1,420 |
Operating income | -33,701 | 3,141 | -30,496 | 9,347 |
Corporate [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Sales Revenue, Net, Total | 0 | 0 | 0 | 0 |
Operating Costs and Expenses | 0 | 0 | 0 | 0 |
Selling, General and Administrative Expense | 2,040 | 2,860 | 5,877 | 6,318 |
Amortization and Depreciation | 268 | 149 | 909 | 467 |
Fair value adjustment on earnout liabilities | 0 | 0 | 0 | 0 |
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 |
Operating income | ($2,308) | ($3,009) | ($6,786) | ($6,785) |
Sharebased_compensation_1_Deta
Share-based compensation 1 (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $0.60 | $0.90 | $2.10 | $2.80 |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | ' | ' | ' |
Total common stock for issuance | 4.8 | ' | 4.8 | ' |
Common stock available for issuance | 0.4 | ' | 0.4 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0.6 | ' | 0.6 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 0 | ' | 0 | ' |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 0.3 | 0.4 | 1 | 1.4 |
unrecognized compensation cost | 1.8 | ' | 1.8 | ' |
weighted-average period recognization | ' | ' | '1 year 10 months 24 days | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 0.3 | 0.5 | 1.1 | 1.5 |
unrecognized compensation cost | $1.90 | ' | $1.90 | ' |
weighted-average period recognization | ' | ' | '1 year 6 months 0 days | ' |
Sharebased_compensation_2_Deta
Share-based compensation 2 (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-Based Compensation [Abstract] | ' |
Dividend Yield | 0.00% |
Expected volatility | 50.00% |
Risk free interest rate minimum | 0.70% |
Risk free interest rate maximum | 0.90% |
Weighted average grant date fair value minimum | $0.65 |
Weighted average grant date fair value maximum | $0.77 |
MinimumMember | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected term of options | '4 years 3 months 0 days |
MaximumMember | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected term of options | '4 years 6 months 0 days |
Sharebased_compensation_3_Deta
Share-based compensation 3 (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Share-Based Compensation [Abstract] | ' | ' |
Number of Shares Outstanding Options Start | 2,547,195 | ' |
Number of Shares Granted | 1,191,000 | ' |
Number of Shares Canceled or forfeited | -633,415 | ' |
Number of Shares Outstanding Options Ending | 3,104,780 | 2,547,195 |
Number of Shares Options exercisable | 1,571,729 | ' |
Weighted Average Excercise Price Outstanding Options Start | $12.18 | ' |
Weighted Average Excercise Price Granted | $1.79 | ' |
Weighted Average Excercise Price Canceled or forfeited | $12.06 | ' |
Weighted Average Excercise Price Outstanding Options End | $8.22 | $12.18 |
Weighted Average Excercise Price Options Excerciseable | $12.65 | ' |
Weighted Average Remaining Contractual Life (in years) Outstanding options Start | '4 years 3 months 11 days | '3 years 7 months 2 days |
Weighted Average Remaining Contractual Life (in years) Options exercisable | '2 years 5 months 8 days | ' |
Weighted Average Remaining Contractual Life (in years) Outstanding options End | '4 years 3 months 11 days | '3 years 7 months 2 days |
Sharebased_compensation_4_Deta
Share-based compensation 4 (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-Based Compensation [Abstract] | ' |
Number of Shares nonvested Start | 626,943 |
Number of Shares Granted | 0 |
Number of Shares Vested | -210,498 |
Number of Shares Canceled or forfeited | -93,902 |
Number of Shares nonvested End | 322,543 |
Weighted Average Grant Date Fair Value Nonvested Start | $8.14 |
Weighted Average Grant Date Fair Value Granted | $0 |
Weighted Average Grant Date Fair Value Vested | $8.50 |
Weighted Average Grant Date Fair Value Canceled or forfeited | $8.80 |
Weighted Average Grant Date Fair Value Nonvested End | $7.71 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 |
In Millions, unless otherwise specified | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] |
Sixth Amendment [Member] | Sixth Amendment [Member] | Sixth Amendment [Member] | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Amendment Fees, Amount | ' | $0.90 | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 190 | ' | ' | 40 | 39.5 |
Required Debt Payment | ' | ' | $50 | ' | ' |