BUSINESS ACQUISITION | BUSINESS ACQUISITION 2018 Acquisitions Student Loan Hero On July 23, 2018, the Company acquired Student Loan Hero, Inc., a personal finance website dedicated to helping student loan borrowers manage their student debt. Student Loan Hero offers current and former students in-depth financial comparison tools, educational resources, and unbiased, personalized advice. The Company made an upfront cash payment of $60.7 million at the closing of the transaction, of which $2.3 million was recognized as severance expense in the Company's consolidated statements of operations and comprehensive income. The Company has estimated a preliminary purchase price of $60.4 million , comprised of the upfront cash payment of $60.7 million less the $2.3 million recognized as severance expense, and an estimated $2.0 million post-closing increase to working capital. The acquisition has been accounted for as a business combination. The preliminary allocation of purchase price to the assets acquired and liabilities assumed is as follows (in thousands) : Preliminary Fair Value Net working capital $ 5,159 Intangible assets 19,900 Goodwill 41,682 Net deferred tax liabilities (6,323 ) Total preliminary purchase price $ 60,418 The Company primarily used the income approach for the valuation as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are buyers and sellers unrelated to the Company and fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction at the measurement date. The acquired intangible assets are definite-lived assets consisting of content, customer relationships and trademarks and tradenames. The estimated fair values of the content was determined using excess earnings analysis, the customer relationships were determined using the distributor method and the trademarks and tradenames were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Preliminary Fair Value Weighted Average Amortization Life Content $ 16,400 3 years Customer lists 2,500 10 years Trademarks and tradenames 1,000 5 years Total intangible assets $ 19,900 4.0 years As of September 30, 2018, the Company has not completed its determination of the final purchase price or the final allocation of the purchase price to the assets and liabilities of the acquisition. The purchase price and final allocation of purchase price is expected to be finalized in the fourth quarter of 2018. Any adjustment to the preliminary purchase price or the assets and liabilities assumed with the acquisition will adjust goodwill. The Company recorded preliminary goodwill of $41.7 million , which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to Student Loan Hero as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of Student Loan Hero than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the acquisition was an equity purchase and the goodwill will not be tax deductible. Acquisition-related costs were $0.2 million and $0.5 million , respectively, in the third quarter and first nine months of 2018, and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. Ovation On June 11, 2018, the Company acquired Ovation Credit Services, Inc., a leading provider of credit services with a strong customer service reputation. Ovation utilizes a proprietary software application that facilitates the credit repair process and is integrated directly with certain credit bureaus while educating consumers on credit improvement via ongoing outreach with Ovation case advisors. The proprietary software application offers consumers a simple, streamlined process to identify, dispute, and correct inaccuracies within their credit reports. The Company paid $12.2 million in initial cash consideration and could make up to two additional earnout payments, each ranging from zero to $4.375 million , based on certain defined operating metrics during the earnout periods July 1, 2018 through June 30, 2019 and July 1, 2019 through June 30, 2020. These additional payments, to the extent earned, will be payable in cash. The purchase price of $17.9 million is comprised of the upfront cash payment of $12.2 million , $5.8 million for the estimated fair value of the earnout payments, and a $0.1 million post-closing reduction to working capital. As of September 30, 2018, the estimated fair value of the contingent consideration totaled $6.7 million , which is included in non-current contingent consideration in the accompanying balance sheet. The estimated fair value of the contingent consideration payments is determined using an option pricing model. The estimated value of the contingent consideration is based upon available information and certain assumptions, known at the time of this report, which management believes are reasonable. Any differences in the actual contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income. During the third quarter and first nine months of 2018, the Company recorded $0.9 million of contingent consideration expense in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration. The acquisition has been accounted for as a business combination. The preliminary allocation of purchase price to the assets acquired and liabilities assumed is as follows (in thousands) : Preliminary Fair Value Net working capital $ 323 Fixed assets 76 Intangible assets 8,900 Goodwill 11,280 Net deferred tax liabilities (2,708 ) Total purchase price $ 17,871 The Company primarily used the income approach for the valuation as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are buyers and sellers unrelated to the Company and fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction at the measurement date. The acquired intangible assets are definite-lived assets consisting of developed technology, customer relationships and trademarks and tradenames. The estimated fair values of the developed technology were determined using excess earnings analysis, the customer relationships were determined using cost savings analysis and the trademarks and tradenames were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Technology $ 6,000 7 years Customer lists 1,900 1 year Trademarks and tradenames 1,000 4 years Total intangible assets $ 8,900 5.4 years As of September 30, 2018, the Company has not completed its determination of the final allocation of the purchase price to the assets and liabilities of the acquisition. The final allocation of purchase price is expected to be finalized in the fourth quarter of 2018. Any adjustment to the assets and liabilities assumed with the acquisition will adjust goodwill. The Company recorded preliminary goodwill of $11.3 million , which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to Ovation as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of Ovation than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the acquisition was an equity purchase and the goodwill will not be tax deductible. Acquisition-related costs were $0.1 million and $0.4 million , respectively, in the third quarter and first nine months of 2018, and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. Changes in Contingent Consideration CompareCards On November 16, 2016, the Company acquired all of the membership interests of Iron Horse Holdings, LLC, which does business under the name CompareCards ("CompareCards"). CompareCards is an online marketing platform for credit cards, which the Company is utilizing to grow its existing credit card business. The acquisition has been accounted for as a business combination. During 2017, the Company finalized the determination of the purchase price allocation with respect to the assets acquired and liabilities assumed. The Company paid $80.7 million in initial cash consideration and agreed to make two earnout payments, each up to $22.5 million , based on the amount of earnings before interest, taxes, depreciation and amortization CompareCards generates during the periods of January 1, 2017 through December 31, 2017 and January 1, 2018 through December 31, 2018, or up to $45.0 million in aggregate payments. The purchase price for the acquisition is $103.8 million comprised of an upfront cash payment of $80.7 million on November 16, 2016 and $23.1 million for the estimated fair value of the earnout payments at the time of closing the acquisition. In the first quarter of 2018, the Company paid $22.5 million related to the earnout payment for the period of January 1, 2017 through December 31, 2017, which is included within cash flows from financing activities on the consolidated statement of cash flows. In the second quarter of 2018, the Company paid $22.5 million related to the earnout payment for the period of January 1, 2018 through December 31, 2018, of which $0.6 million is included within cash flows from financing activities and $21.9 million is included within cash flows from operating activities on the consolidated statement of cash flows. During the first nine months of 2018, the Company recorded $0.7 million of contingent consideration expense within operating income in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the earnout payments. DepositAccounts On June 14, 2017, the Company acquired substantially all of the assets of Deposits Online, LLC, which does business under the name DepositAccounts.com (“DepositAccounts”). DepositAccounts is a leading consumer-facing media property in the depository industry and is one of the most comprehensive sources of depository deals and analysis on the Internet, covering all major deposit product categories through editorial content, programmatic rate tables and user-generated content. The acquisition has been accounted for as a business combination. During 2017, the Company finalized the determination of the purchase price allocation with respect to the assets acquired and liabilities assumed. The Company paid $24.0 million of initial cash consideration and could make additional contingent consideration payments of up to $9.0 million . The potential contingent consideration payments are comprised of (i) up to seven payments of $1.0 million each based on specified increases in Federal Funds interest rates during the period commencing on the closing date and ending on June 30, 2020 and (ii) a one-time performance payment of up to $2.0 million based on the net revenue of deposit products during the period of January 1, 2018 through December 31, 2018. These additional payments, to the extent earned, will be payable in cash. The purchase price for the acquisition is $29.0 million , comprised of the upfront cash payment of $24.0 million and $5.0 million for the estimated fair value of the contingent consideration at the time of closing the acquisition. In the third quarter of 2017, the Company made a payment of $1.0 million associated with a specified increase in the Federal Funds rate in June 2017. In each of the first, second and third quarters of 2018, the Company paid $1.0 million associated with specified increases in the Federal Funds rate in December 2017, March 2018 and June 2018, respectively, which are included within cash flows from financing activities on the consolidated statement of cash flows. As of September 30, 2018 , the estimated fair value of the contingent consideration totaled $4.4 million which is included in current contingent consideration in the accompanying consolidated balance sheet. The estimated fair value of the portion of the contingent consideration payments based on increases in interest rates is determined using a scenario approach based on the interest rate forecasts of Federal Open Market Committee participants. The estimated fair value of the portion of the contingent consideration payments potentially earned based on net revenue is determined using an option pricing model. The estimated value of the contingent consideration is based upon available information and certain assumptions, known at the time of this report, which management believes are reasonable. Any differences in the actual contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income. During the third quarter and first nine months of 2018 , the Company recorded $0.1 million and $1.4 million , respectively, of contingent consideration expense in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration. In October 2018, the Company paid $1.0 million associated with a specified increase in the Federal Funds rate in September 2018. SnapCap On September 19, 2017, the Company acquired certain assets of Snap Capital LLC, which does business under the name SnapCap ("SnapCap"). SnapCap, a tech-enabled online platform, connects business owners with lenders offering small business loans, lines of credit and merchant cash advance products through a concierge-based sales approach. The acquisition has been accounted for as a business combination. During 2017, the Company finalized the determination of the purchase price allocation with respect to the assets acquired and liabilities assumed. The Company paid $11.9 million of initial cash consideration and could make up to three additional contingent consideration payments, each ranging from zero to $3.0 million , based on certain defined operating results during the periods of October 1, 2017 through September 30, 2018, October 1, 2018 through September 30, 2019 and October 1, 2019 through March 31, 2020. These additional payments, to the extent earned, will be payable in cash. The purchase price for the acquisition is $18.2 million , comprised of the upfront cash payment of $11.9 million and $6.3 million for the estimated fair value of the contingent consideration. As of September 30, 2018 , the estimated fair value of the contingent consideration totaled $5.2 million , of which $2.9 million is included in current contingent consideration and $2.3 million is included in non-current contingent consideration in the accompanying consolidated balance sheet. The estimated fair value of the contingent consideration payments is determined using an option pricing model. The estimated value of the contingent consideration is based upon available information and certain assumptions, known at the time of this report, which management believes are reasonable. Any differences in the actual contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income. During the third quarter and first nine months of 2018 , the Company recorded contingent consideration expense of $1.1 million and a gain of $1.8 million , respectively, in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration. Pro forma Financial Results The unaudited pro forma financial results for the third quarters and first nine months of 2017 and 2018 combine the consolidated results of the Company and DepositAccounts, SnapCap, Ovation, Student Loan Hero and Camino Del Avion (Delaware), LLC (“MagnifyMoney”) giving effect to the acquisitions as if the DepositAccounts, MagnifyMoney and SnapCap acquisitions had been completed on January 1, 2016 and as if the Ovation and Student Loan Hero acquisitions had been completed on January 1, 2017. This unaudited pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisitions been completed as of January 1, 2016 or 2017, or any other date. The unaudited pro forma financial results include adjustments for additional amortization expense based on the fair value of the intangible assets with definite lives and their estimated useful lives. The provision for income taxes from continuing operations has also been adjusted to reflect taxes on the historical results of operations of DepositAccounts and SnapCap. DepositAccounts and SnapCap did not pay taxes at the entity level as these entities were limited liability companies whose members elected for them to be taxed as a partnership. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) Pro forma revenue $ 198,216 $ 177,670 $ 578,608 $ 479,775 Pro forma net income from continuing operations $ 28,271 $ 9,041 $ 110,308 $ 22,522 The unaudited pro forma net income from continuing operations in the third quarter and first nine months of 2018 includes the aggregate after tax contingent consideration expense associated with the CompareCards, DepositAccounts, SnapCap and Ovation earnouts of $1.6 million and $0.9 million , respectively. The unaudited pro forma net income from continuing operations in the third quarter and first nine months of 2017 includes the aggregate after tax contingent consideration expense associated with the CompareCards and DepositAccounts earnouts of $1.5 million and $12.4 million , respectively. The unaudited pro forma net income from continuing operations for the first nine months of 2017 has been adjusted to include acquisition-related costs of $1.0 million incurred by the Company and Student Loan Hero that are directly attributable to the Ovation and Student Loan Hero acquisitions, which will not have an ongoing impact. Accordingly, these acquisition-related costs have been eliminated from the unaudited pro forma net income from continuing operations for the third quarter and first nine months of 2018. Acquisition-related costs incurred by the Company, DepositAccounts, MagnifyMoney and SnapCap that are directly attributable to the DepositAccounts, MagnifyMoney and SnapCap acquisitions, and which will not have an on-going impact, have been eliminated from the unaudited pro forma net income from continuing operations for the third quarter and first nine months of 2017. The Company’s consolidated results of operations include the results of the business acquisitions completed in 2018 as of the acquisition dates. Revenue of $6.7 million and $7.2 million in the third quarter and first nine months of 2018, respectively, and net loss from continuing operations of $1.2 million and $1.3 million in the third quarter and first nine months of 2018, respectively, have been included in the Company’s consolidated results of operations. |