Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'Bankrate, Inc. | ' |
Entity Central Index Key | '0001518222 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 101,473,253 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $191,463 | $83,590 |
Accounts receivable, net of allowance for doubtful accounts of $499 and $658 at September 30, 2013 and December 31, 2012 | 68,478 | 52,598 |
Deferred income taxes | 3,763 | 3,763 |
Prepaid expenses and other current assets | 18,977 | 13,691 |
Total current assets | 282,681 | 153,642 |
Furniture, fixtures and equipment, net of accumulated depreciation of $17,979 and $12,851 at September 30, 2013 and December 31, 2012 | 12,085 | 10,024 |
Intangible assets, net of accumulated amortization of $167,353 and $128,366 at September 30, 2013 and December 31, 2012 | 364,442 | 382,732 |
Goodwill | 610,950 | 602,173 |
Other assets | 14,183 | 11,579 |
Total assets | 1,284,341 | 1,160,150 |
Liabilities | ' | ' |
Accounts payable | 9,869 | 8,227 |
Accrued expenses | 28,582 | 22,033 |
Deferred revenue and customer deposits | 3,777 | 3,861 |
Accrued interest | 2,758 | 10,588 |
Other current liabilities | 23,067 | 6,399 |
Total current liabilities | 68,053 | 51,108 |
Deferred income taxes | 64,482 | 64,482 |
Long term debt, net of unamortized discount | 296,882 | 193,943 |
Other liabilities | 22,536 | 22,466 |
Total liabilities | 451,953 | 331,999 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity | ' | ' |
Common stock, par value $.01 per share - 300,000,000 shares authorized at September 30, 2013 and December 31, 2012; 101,523,781 shares and 100,097,969 shares issued at September 30, 2013 and December 31, 2012; 101,473,253 shares and 100,047,441 shares outstanding at September 30, 2013 and December 31, 2012 | 1,015 | 1,000 |
Additional paid-in capital | 854,124 | 843,393 |
Accumulated deficit | -21,724 | -15,264 |
Less: Treasury stock, at cost - 50,528 shares at September 30, 2013 and December 31, 2012 | -591 | -591 |
Accumulated other comprehensive loss | -436 | -387 |
Total stockholders' equity | 832,388 | 828,151 |
Total liabilities and stockholders' equity | $1,284,341 | $1,160,150 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $499 | $658 |
Accumulated depreciation | 17,979 | 12,851 |
Accumulated amortization | $167,353 | $128,366 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 101,523,781 | 100,097,969 |
Common stock, shares outstanding | 101,473,253 | 100,047,441 |
Treasury stock, shares | 50,528 | 50,528 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Consolidated Statements Of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Revenue | $121,178 | $116,775 | $335,172 | $363,920 |
Cost of revenue (excludes depreciation and amortization) | 40,524 | 37,682 | 114,035 | 115,569 |
Gross margin | 80,654 | 79,093 | 221,137 | 248,351 |
Operating expenses: | ' | ' | ' | ' |
Sales | 3,934 | 4,123 | 11,482 | 12,077 |
Marketing | 31,639 | 34,986 | 82,658 | 97,787 |
Product development | 4,453 | 4,082 | 13,578 | 12,652 |
General and administrative | 12,214 | 8,302 | 35,523 | 27,469 |
Legal settlements | ' | 833 | ' | 898 |
Acquisition, offering and related expenses | 30 | -512 | 50 | 367 |
Depreciation and amortization | 14,730 | 14,103 | 44,085 | 38,459 |
Total operating expenses | 67,000 | 65,917 | 187,376 | 189,709 |
Income from operations | 13,654 | 13,176 | 33,761 | 58,642 |
Interest and other expenses, net | 6,761 | 6,365 | 19,820 | 19,277 |
Changes in fair value of contingent acquisition consideration | 2,142 | 1,742 | 6,240 | 2,140 |
Loss on early extinguishment of debt | 17,175 | ' | 17,175 | ' |
(Loss) income before income taxes | -12,424 | 5,069 | -9,474 | 37,225 |
Income tax (benefit) expense | -4,673 | 2,509 | -3,014 | 8,238 |
Net (loss) income | -7,751 | 2,560 | -6,460 | 28,987 |
Basic and diluted net (loss) income per share: | ' | ' | ' | ' |
Basic | ($0.08) | $0.03 | ($0.06) | $0.29 |
Diluted | ($0.08) | $0.03 | ($0.06) | $0.29 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic | 100,127,658 | 99,918,198 | 100,075,657 | 99,948,113 |
Diluted | 100,127,658 | 100,541,993 | 100,075,657 | 101,157,285 |
Comprehensive (loss) income | ($7,522) | $2,716 | ($6,509) | $29,326 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net (loss) income | ($6,460) | $28,987 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ' | ' |
Depreciation and amortization | 44,085 | 38,459 |
Provision for doubtful accounts receivable | 427 | 464 |
Deferred income taxes | ' | -441 |
Amortization of deferred financing charges and original issue discount | 2,000 | 1,854 |
Loss on early extinguishment of debt | 17,175 | ' |
Stock-based compensation | 8,614 | 6,842 |
Loss on disposal of assets | 3 | 47 |
Changes in fair value of contingent acquisition consideration | 6,240 | 2,140 |
Change in operating assets and liabilities, net of effect of business acquisitions | ' | ' |
Accounts receivable | -12,557 | -364 |
Prepaid expenses and other assets | -5,214 | -5,133 |
Accounts payable | 1,088 | -1,767 |
Accrued expenses | 7,747 | -4,223 |
Other liabilities | -5,116 | -10,582 |
Deferred revenue | -84 | -2,855 |
Net cash provided by operating activities | 57,948 | 53,428 |
Cash flows from investing activities | ' | ' |
Purchases of furniture, fixtures and equipment and capitalized website development costs | -9,140 | -10,375 |
Cash used in business acquisitions, net | -22,125 | -26,893 |
Restricted cash | ' | -309 |
Net cash used in investing activities | -31,265 | -37,577 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of long term debt | 300,000 | ' |
Underwriting fees and direct costs on issuance of long term debt | -11,882 | ' |
Cash paid for acquisition earnouts and contingent acquisition consideration | ' | -2,000 |
Repurchase of senior secured notes | -209,024 | ' |
Purchase of Company common stock | ' | -591 |
Proceeds from issuance of common stock, net of costs | 2,132 | 1,462 |
Net cash provided by (used in) financing activities | 81,226 | -1,129 |
Effect of exchange rate on cash and cash equivalents | -36 | 174 |
Net increase in cash | 107,873 | 14,896 |
Cash - beginning of period | 83,590 | 56,213 |
Cash - end of period | 191,463 | 71,109 |
Supplemental disclosure of other cash flow activities | ' | ' |
Cash paid for interest | 25,774 | 23,165 |
Cash paid for taxes, net of refunds | 1,371 | 19,319 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' |
Contingent acquisition consideration | 11,600 | 20,800 |
Acquisition related payables | ' | $5,900 |
Organization_And_Summary_Of_Si
Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Organization And Summary Of Significant Accounting Policies [Abstract] | ' |
Organization And Summary Of Significant Accounting Policies | ' |
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company | |
Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking and personal finance network (“Online Network”). Our flagship website, Bankrate.com, is one of the Internet’s leading aggregators of information on more than 300 financial products and fees, including mortgages, deposits, insurance, credit cards, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc., NetQuote Inc, CreditCards.com, Inc., LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), and Rate Holding Company (100% owner of Bankrate Information Consulting (Beijing) Co., Ltd.) after elimination of all intercompany accounts and transactions. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, for any other interim period or for any other future year. | |
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2013. | |
There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s 2012 Annual Report on Form 10-K filed with the SEC on March 1, 2013. | |
Reclassification | |
Certain reclassifications have been made to the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and to the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012 to conform to the presentation for the three and nine months ended September 30, 2013. | |
New Accounting Pronouncements | |
Recently Adopted Pronouncements | |
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs. ASU 2011-04 amends Topic 820, Fair Value Measurement to change the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include wording changes that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The adoption of ASU 2011-04 as of January 1, 2012 did not have a material impact on the Company's consolidated financial statements. | |
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This amendment requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of ASU 2011-11 as of January 1, 2013 did not have a material impact on the Company's consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income to update the presentation of reclassifications from comprehensive income to net income in consolidated financial statements. Under this new guidance, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. The new guidance does not change the requirements for reporting net income or other comprehensive income in financial statements. This guidance is effective for fiscal years beginning after December 15, 2012. We adopted this guidance effective January 1, 2013, and it did not have any effect on our consolidated financial statements. | |
Recently Issued Pronouncements, Not Adopted as of September 30, 2013 | |
In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. Under this guidance, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. This amendment is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 and early adoption is permitted. We do not expect the adoption of this amendment to have a material impact on the Company's consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for an net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward except when: (1) An NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; or (2) The entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The amendment does not affect the recognition or measurement of uncertain tax positions under ASC 740 This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect the adoption of this amendment to have a material impact on the Company's consolidated financial statements. | |
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Goodwill And Intangible Assets [Abstract] | ' | |||||||||
Goodwill And Intangible Assets | ' | |||||||||
NOTE 2 – GOODWILL AND INTANGIBLE ASSETS | ||||||||||
Goodwill activity for the nine months ended September 30, 2013 is shown below: | ||||||||||
Balance, January 1, 2013 | $ | 602,173 | ||||||||
Acquisition of certain assets and liabilities of various entities | 8,777 | |||||||||
Balance, September 30, 2013 | $ | 610,950 | ||||||||
Intangible assets consist primarily of domain names and URLs, customer relationships, affiliate relationships and developed technologies. Intangible assets are being amortized over their estimated useful lives on both straight-line and accelerated bases. | ||||||||||
Intangible assets subject to amortization were as follows as of September 30, 2013: | ||||||||||
Accumulated | ||||||||||
(In thousands) | Cost | Amortization | Net | |||||||
Trademarks and URLs | $ | 255,669 | -48,436 | 207,233 | ||||||
Customer relationships | 228,995 | -91,884 | 137,111 | |||||||
Affiliate network | 22,740 | -11,497 | 11,243 | |||||||
Developed technology | 24,391 | -15,536 | 8,855 | |||||||
$ | 531,795 | $ | -167,353 | $ | 364,442 | |||||
Intangible assets subject to amortization were as follows as of December 31, 2012: | ||||||||||
Accumulated | ||||||||||
(In thousands) | Cost | Amortization | Net | |||||||
Trademarks and URLs | $ | 243,557 | -33,738 | 209,819 | ||||||
Customer relationships | 229,009 | -71,745 | 157,264 | |||||||
Affiliate network | 20,840 | -10,926 | 9,914 | |||||||
Developed technology | 17,692 | -11,957 | 5,735 | |||||||
$ | 511,098 | $ | -128,366 | $ | 382,732 | |||||
Amortization expense for the three months ended September 30, 2013 and 2012 was $12.9 million and $12.7 million, respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was $38.9 million and $34.3 million, respectively. | ||||||||||
Future amortization expense as of September 30, 2013 is expected to be: | ||||||||||
Amortization | ||||||||||
(In thousands) | Expense | |||||||||
Remainder of 2013 | $ | 12,998 | ||||||||
2014 | 50,764 | |||||||||
2015 | 49,732 | |||||||||
2016 | 47,637 | |||||||||
2017 | 42,735 | |||||||||
Thereafter | 160,576 | |||||||||
Total expected amortization expense for intangible assets | $ | 364,442 | ||||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share | ' | ||||||||||||
NOTE 3 – EARNINGS PER SHARE | |||||||||||||
We compute basic earnings per share by dividing net income (loss) for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share includes the effects of dilutive common stock equivalents, consisting of outstanding stock-based awards, unrecognized compensation expense and tax benefits in accordance with FASB Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, to the extent the effect is not anti-dilutive, using the treasury stock method. | |||||||||||||
The following table presents the computation of basic and diluted earnings per share: | |||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands, except share and per share data) | 2013 | 2012 | 2013 | 2012 | |||||||||
Net (loss) income | $ | -7,751 | $ | 2,560 | $ | -6,460 | $ | 28,987 | |||||
Weighted average common shares outstanding for basic earnings per share | 100,127,658 | 99,918,198 | 100,075,657 | 99,948,113 | |||||||||
Additional dilutive shares related to share based awards | - | 623,795 | - | 1,209,172 | |||||||||
Weighted average common shares outstanding for diluted earnings per share | 100,127,658 | 100,541,993 | 100,075,657 | 101,157,285 | |||||||||
Basic and diluted earnings per share: | |||||||||||||
Basic | $ | -0.08 | $ | 0.03 | $ | -0.06 | $ | 0.29 | |||||
Diluted | $ | -0.08 | $ | 0.03 | $ | -0.06 | $ | 0.29 | |||||
For the three months ended September 30, 2013 and 2012 there were 4,845,082 and 395,000 stock options, respectively, which are not included in the calculation of diluted earnings per share because their impact would have been anti-dilutive. For the nine months ended September 30, 2013 and 2012 there were 4,845,082 and 195,000 stock options, respectively, which are not included in the calculation of diluted earnings per share because their impact would have been anti-dilutive. | |||||||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||
NOTE 4 – STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
The activity in stockholders’ equity for the nine months ended September 30, 2013 is shown below: | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
(In thousands) | Shares | Amount | Additional paid-in capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Total Stockholders' Equity | ||||||||||||||
Balance at January 1, 2013 | 100,048 | $ | 1,000 | $ | 843,393 | $ | -15,264 | $ | -591 | $ | -387 | $ | 828,151 | ||||||||
Other comprehensive income, net of taxes | - | - | - | - | - | -49 | -49 | ||||||||||||||
Restricted stock issued | 862 | 9 | -9 | - | - | - | - | ||||||||||||||
Performance stock issued | 422 | 4 | -4 | - | - | - | - | ||||||||||||||
Common stock issued | 141 | 2 | 2,130 | - | - | - | 2,132 | ||||||||||||||
Stock-based compensation | - | - | 8,614 | - | - | - | 8,614 | ||||||||||||||
Net loss | - | - | - | -6,460 | - | - | -6,460 | ||||||||||||||
Balance at September 30, 2013 | 101,473 | $ | 1,015 | $ | 854,124 | $ | -21,724 | $ | -591 | $ | -436 | $ | 832,388 | ||||||||
Geographic_Data_And_Concentrat
Geographic Data And Concentrations | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Geographic Data And Concentrations [Abstract] | ' | ||||||||||||
Geographic Data And Concentrations | ' | ||||||||||||
NOTE 5 – GEOGRAPHIC DATA AND CONCENTRATIONS | |||||||||||||
No single country outside of the U.S. accounted for more than 10% of revenue during the three months ended September 30, 2013 and 2012. There was one customer that accounted for 10% of revenue during the three months ended September 30, 2013. There were two customers that accounted for approximately 11% and 10% of revenue, respectively during the three months ended September 30, 2012. No single country outside of the U.S. accounted for more than 10% of revenue during the nine months ended September 30, 2013 and 2012. There was one customer that accounted for 10% of revenue during the nine months ended September 30, 2013. There was one customer that accounted for approximately 11% of revenue during the nine months ended September 30, 2012. There were no customers with accounts receivable that constituted greater than 10% of the accounts receivable balance as of September 30, 2013 and one customer’s accounts receivable balance constituted approximately 13% of the accounts receivable balance at December 31, 2012. | |||||||||||||
Revenue related to the U.S. and international operations and revenue by type for the three and nine months ended September 30, 2013 and 2012, and long-lived assets related to the U.S. and international operations as of September 30, 2013 and December 31, 2012 are as follows: | |||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||
Revenue: | |||||||||||||
USA | $ | 120,125 | $ | 115,075 | $ | 331,502 | $ | 358,478 | |||||
International | 1,053 | 1,700 | 3,670 | 5,442 | |||||||||
$ | 121,178 | $ | 116,775 | $ | 335,172 | $ | 363,920 | ||||||
Revenue: | |||||||||||||
Online | $ | 119,375 | $ | 114,714 | $ | 329,404 | $ | 357,801 | |||||
1,803 | 2,061 | 5,768 | 6,119 | ||||||||||
$ | 121,178 | $ | 116,775 | $ | 335,172 | $ | 363,920 | ||||||
September 30, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
Long lived assets: | |||||||||||||
USA | $ | 983,235 | $ | 990,290 | |||||||||
International | 4,242 | 4,639 | |||||||||||
Balance, end of period | $ | 987,477 | $ | 994,929 | |||||||||
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||
Fair Value Measurement | ' | ||||||||||||
NOTE 6 – FAIR VALUE MEASUREMENT | |||||||||||||
Given their short-term nature, the carrying amounts of cash, accounts receivable, accounts payable and accrued expenses including accrued interest approximate estimated fair value. In measuring the fair value of our long term debt, the Company used market information. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. | |||||||||||||
The following table presents estimated fair value, and related carrying amounts, as of September 30, 2013 and December 31, 2012: | |||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||
(In thousands) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||
Financial Liabilities: | |||||||||||||
Long term debt | $ | 296,882 | $ | 299,250 | $ | 193,943 | $ | 215,231 | |||||
In addition, the Company makes recurring fair value measurements of its contingent acquisition consideration using Level 3 unobservable inputs. The Company recognizes the fair value of contingent acquisition consideration based on its estimated fair value at the date of acquisition using discounted cash flows and subsequent adjustments to the fair value are due to the passage of time as we approach the payment date or changes to management’s estimates. The following tables present the Company’s fair value measurements of its contingent acquisition consideration as of September 30, 2013 and December 31, 2012 using the fair value hierarchy. | |||||||||||||
Fair Value Measurement at September 30, 2013 Using | |||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||
Recurring fair value measurement | |||||||||||||
Contingent acquisition consideration | $ | - | $ | - | $ | 34,937 | $ | 34,937 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 34,937 | $ | 34,937 | |||||
Fair Value Measurement at December 31, 2012 Using | |||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||
Recurring fair value measurement | |||||||||||||
Contingent acquisition consideration | $ | - | $ | - | $ | 17,197 | $ | 17,197 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 17,197 | $ | 17,197 | |||||
The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial assets, contingent acquisition consideration, for the nine months ended September 30, 2013: | |||||||||||||
(In thousands) | Nine months ended September 30, 2013 | ||||||||||||
Balance at beginning of period | $ | 17,197 | |||||||||||
Additions to Level 3 | 11,600 | ||||||||||||
Transfers into Level 3 | - | ||||||||||||
Transfers out of Level 3 | -100 | ||||||||||||
Change in fair value | 6,240 | ||||||||||||
Payments | - | ||||||||||||
Balance at end of period | $ | 34,937 | |||||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
NOTE 7 – STOCK-BASED COMPENSATION | |||||||||||||
In June 2011, the Company established the 2011 Equity Compensation Plan (the “2011 Plan”) to grant stock-based awards for up to 12,120,000 shares of our common stock. Under the 2011 Plan, the Board of Directors or its delegate has the sole authority to determine who receives such grants, the type, size and timing of such grants, and to specify the terms of any non-competition agreements relating to the grants. The purpose of the 2011 Plan is to advance our interests by providing eligible participants in the Plan with the opportunity to receive equity-based or cash incentive awards, thereby aligning their economic interests with those of our stockholders. As of September 30, 2013, 5,626,062 shares were available for future issuance under the 2011 plan. | |||||||||||||
The stock-based compensation expense for stock options and restricted stock awards recognized in our condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||
Cost of revenue | $ | 241 | $ | 123 | $ | 559 | $ | 471 | |||||
Operating expenses: | |||||||||||||
Sales | 499 | 342 | 1,276 | 1,034 | |||||||||
Marketing | 393 | 267 | 970 | 742 | |||||||||
Product development | 487 | 338 | 1,201 | 1,151 | |||||||||
General and administrative | 1,873 | 1,175 | 4,608 | 3,444 | |||||||||
Total stock-based compensation | $ | 3,493 | $ | 2,245 | $ | 8,614 | $ | 6,842 | |||||
Restricted Stock | |||||||||||||
The following table summarizes restricted stock award activity for the nine months ended September 30, 2013: | |||||||||||||
Weighted Average | |||||||||||||
Number of | Grant Date | ||||||||||||
Shares | Fair Value | ||||||||||||
Balance, January 1, 2013 | - | $ | - | ||||||||||
Granted | 951,568 | $ | 14.89 | ||||||||||
Vested and released | - | - | |||||||||||
Forfeited | -13,500 | $ | 14.77 | ||||||||||
Expired | - | - | |||||||||||
Balance, September 30, 2013 | 938,068 | $ | 14.90 | ||||||||||
Stock-based compensation expense for the three months ended September 30, 2013 and 2012 included approximately $1.2 million and $0 related to restricted stock awards, respectively. Stock-based compensation expense for the nine months ended September 30, 2013 and 2012 included approximately $1.8 million and $737,000 related to restricted stock awards, respectively. As of September 30, 2013, there was unrecognized compensation cost related to non-vested restricted stock awards of $11.8 million, which is estimated to be recognized over 1.6 years. | |||||||||||||
Performance Based Restricted Shares | |||||||||||||
During the nine months ended September 30, 2013 we granted 422,000 performance based restricted shares with an average grant date fair value of $14.77 per share. The shares include a performance condition and the number of shares ultimately issued will be determined based on the Company’s performance for the fiscal year ending December 31, 2013 and can range from 0% to 200% of the granted amount. During the nine months ended September 30, 2013, 2,500 shares were forfeited. No stock-based compensation expense has been recorded during the nine months ended September 30, 2013 as the satisfaction of the performance condition is not considered probable. | |||||||||||||
Stock Options | |||||||||||||
During the nine months ended September 30, 2013 we granted stock options for 85,000 shares. The stock options granted have a weighted average exercise price of $12.05 per option and a contractual term of seven years. | |||||||||||||
Stock option activity was as follows for the nine months ended September 30, 2013: | |||||||||||||
Number of | Price | Weighted Average | Aggregate | ||||||||||
Shares | Per Share | Exercise Price | Intrinsic Value | ||||||||||
Balance, January 1, 2013 | 5,005,654 | $11.17 - $24.25 | $ | 15.49 | $ | 51,200 | |||||||
Granted | 85,000 | $11.05 - $12.81 | $ | 12.05 | |||||||||
Exercised | -142,312 | $14.32 - $15.00 | $ | 14.98 | |||||||||
Forfeited | -103,260 | $14.32 - $17.55 | $ | 15.18 | |||||||||
Expired | - | - | - | ||||||||||
Balance, September 30, 2013 | 4,845,082 | $11.05 - $24.25 | $ | 15.43 | $ | 25,451,000 | |||||||
The following table provides the weighted average grant date fair value of the stock options granted during the nine months ended September 30, 2013 using the Black-Scholes option pricing model together with a description of the weighted average assumptions used to calculate the fair value. | |||||||||||||
Nine months ended | |||||||||||||
30-Sep-13 | |||||||||||||
Weighted average assumptions: | |||||||||||||
Weighted average grant date fair value | $ | 5.94 | |||||||||||
Expected volatility | 59.60% | ||||||||||||
Risk free rate | 0.73% | ||||||||||||
Expected lives | 4.00 Years | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Pursuant to the income tax provisions of ASC 718, we follow the “long-haul method” of computing our hypothetical additional paid-in capital, or APIC, pool. Approximately 979,000 stock options vested during the nine months ended September 30, 2013. | |||||||||||||
The aggregate intrinsic value of stock options outstanding in the table above is calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period ($20.57) and the exercise price of the stock options multiplied by the number of shares underlying options with an exercise prices less than the closing price on the last trading day of the reporting period. | |||||||||||||
As of September 30, 2013, approximately $16.4 million of total unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards is expected to be recognized over a weighted average period of 1.8 years. | |||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
NOTE 8 – INCOME TAXES | |
We calculate our income tax provision for interim periods based on two components: 1) the estimate of the annual effective tax rate and 2) the addition of any required period (i.e., discrete) events. The difference between income tax expense computed at the statutory rate and the reported income tax expense is primarily due to state income taxes incurred during the three and nine months ended September 30, 2013 and 2012. | |
We have approximately $9.6 million of unrecognized tax benefits as of September 30, 2013 and December 31, 2012. | |
We are subject to income taxes in the U.S. federal jurisdiction, various states, and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2008. | |
We accrued approximately $96,000 and $96,000 for the payment of interest and penalties for the respective three months ended September 30, 2013 and 2012, which was recorded as an income tax expense (benefit) during the respective three months ended September 30, 2013 and 2012. | |
We accrued approximately $287,000 and reversed $96,000 for the payment of interest and penalties for the respective nine months ended September 30, 2013 and 2012, which was recorded as an income tax expense (benefit) during the respective three months ended September 30, 2013 and 2012. | |
Our effective tax rate changed from approximately 49% during the three months ended September 30, 2012 to approximately 38% in the same period in 2013 due to foreign losses and interest incurred during the three months ended September 30, 2013 on liabilities related to unrecognized tax benefits. | |
Our effective tax rate changed from approximately 22% during the nine months ended September 30, 2012 to approximately 32% in the same period in 2013 due to foreign losses and interest incurred during the nine months ended September 30, 2013 on liabilities related to unrecognized tax benefits as well as a tax benefit recognized during the nine months ended September 30, 2012 related to results from an IRS examination. | |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies [Abstract] | ' |
Commitments And Contingencies | ' |
NOTE 9 – COMMITMENTS AND CONTINGENCIES | |
Legal Proceedings | |
BanxCorp Litigation | |
In July 2007, BanxCorp, an online publisher of rate information provided by financial institutions with respect to various financial products, filed suit against the Company in the United States District Court for the District of New Jersey alleging violations of Federal and New Jersey State antitrust laws, including the Sherman Act and the Clayton Act. BanxCorp has alleged that it has been injured as a result of monopolistic and otherwise anticompetitive conduct on the part of the Company and is seeking approximately $180 million in compensatory damages, treble damages, and attorneys' fees and costs. In October 2012, BanxCorp filed a Seventh Amended Complaint, alleging violations of Section 2 of the Sherman Act, Section 7 of the Clayton Act and parallel provisions of New Jersey antitrust laws, and dropping its claims under Section 1 of the Sherman Act. Discovery closed on December 21, 2012 and both parties have filed motions seeking summary judgment. The Company will continue to vigorously defend this lawsuit. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter. | |
Speight Litigation | |
On October 5, 2012, a putative class action lawsuit styled Stephanie Speight v. Bankrate, Inc. was filed against the Company in the United States District Court for the District of Colorado alleging violations of the Telephone Consumer Protection Act and seeking statutory damages, injunctive relief and attorney fees. The plaintiff alleges that the Company contacted her and the members of the class she seeks to represent on their cellular telephones without their prior express consent. The plaintiff filed its motion for class certification on October 18, 2013. The Company will vigorously defend this lawsuit. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter. | |
Securities Litigation | |
On October 10, 2013, the Arkansas Teacher Retirement System brought a purported class action suit in federal court in the Southern District of New York against the Company, certain officers and directors of the Company, entities associated with Apax Partners, and the underwriters in the Company’s 2011 initial public offering and December 2011 stock offering. The suit, captioned Arkansas Teacher Retirement System v. Bankrate, Inc., 13-CV-7183, alleges, among other things, that the Company’s public disclosures regarding its insurance leads business, were materially misleading, and seeks damages, rescission and/or recessionary damages under various provisions of the federal securities laws. The Company believes that the claims alleged in the suit are without merit, and intends to vigorously defend against the litigation. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter. | |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt [Abstract] | ' |
Debt | ' |
NOTE 10 – DEBT | |
Senior Notes | |
On July 25, 2013, the Company delivered a Conditional Notice of Full Redemption (the ”Notice”) to holders of its 11 3/4% Senior Secured Notes due 2015 (“Senior Secured Notes”). The Notice called for redemption of all the currently outstanding $195.0 million aggregate principal amount of Senior Secured Notes on August 24, 2013 (the ”Redemption Date”). The redemption price of the Senior Secured Notes is 105.875% of the principal amount redeemed, plus accrued and unpaid interest to but not including the Redemption Date (the “Redemption Price”). The redemption was consummated on the Redemption Date. | |
On August 2, 2013, the Company announced the pricing of an offering of $300 million of new 6.125% senior unsecured notes due 2018 (the “Senior Notes”), which closed on August 7, 2013. On August 7, 2013, the Company completed the offering of the Senior Notes and the deposit of $208.9 million with Wilmington Trust, National Association, the trustee (the “Trustee”) under the Indenture, dated as of July 13, 2010 (the “Indenture”) under which the Senior Secured Notes were issued, thereby satisfying and discharging the Indenture governing the Senior Secured Notes and all of the Company’s obligations under the Senior Secured Notes. The deposited funds were applied by the Trustee to pay the Redemption Price. In connection with the redemption, the Company wrote off unamortized original issue discount of $819,000 and unamortized deferred loan fees of approximately $3.4 million, which are included in the loss on early extinguishment of debt in the condensed consolidated statement of comprehensive income. | |
Interest on the Senior Notes accrues daily on the outstanding principal amount thereof at 6 1/8% and is payable semi-annually, in arrears, on August 15 and February 15, beginning on February 15, 2014, in cash. | |
On or after August 15, 2015, the Company may redeem some or all of the Senior Notes at a premium that will decrease over time as set forth in Bankrate, Inc.’s Indenture, dated as of August 7, 2013 (the “Senior Notes Indenture”). Additionally, if the Company experiences a Change of Control Triggering Event (as defined in the Senior Notes Indenture), the Company must offer to purchase all of the Senior Notes at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase. The Senior Notes Indenture contains other restrictions and limitations customary for transactions of this type. | |
For the three months ended September 30, 2013 and 2012, interest expense, excluding the amortization of deferred financing costs and the original issue discounts, related to the Senior Notes and Senior Secured Notes was $6.1 million and $5.7 million, respectively. For the nine months ended September 30, 2013 and 2012, interest expense, excluding the amortization of deferred financing costs and the original issue discounts, related to the Senior Notes and Senior Secured Notes was $17.5 million and $17.2 million, respectively. | |
During the three months ended September 30, 2013 and 2012, the Company amortized original issue discount which is included within interest and other expenses on the accompanying condensed consolidated statements of comprehensive income of $124,000 and $84,000, respectively. During the nine months ended September 30, 2013 and 2012, the Company amortized original issue discount which is included within interest and other expenses on the accompanying condensed consolidated statements of comprehensive income of $306,000 and $244,000, respectively. At September 30, 2013 and December 31, 2012, the Company had approximately $3.1 million and $1.1 million, respectively, in original issue discounts remaining to be amortized. | |
During the three months ended September 30, 2013 and 2012, the Company amortized deferred loan fees related to the Senior Notes and Senior Secured Notes which are included within interest and other expenses on the accompanying consolidated statement of comprehensive income of $383,000 and $351,000, respectively. During the nine months ended September 30, 2013 and 2012, the Company amortized deferred loan fees related to the Senior Notes and Senior Secured Notes which are included within interest and other expenses on the accompanying consolidated statement of comprehensive income of $1.1 million and $1.0 million, respectively. At September 30, 2013 and December 31, 2012, the Company had approximately $7.0 million and $4.4 million, respectively, in deferred loan fees remaining to be amortized. | |
The Company had a balance of approximately $296.9 million in Senior Notes and $193.9 million in Senior Secured Notes, net of amortization, as of September 30, 2013 and December 31, 2012, respectively recorded on the accompanying consolidated balance sheet. | |
Revolving Credit Facility | |
On August 7, 2013, the Company terminated its existing Revolving Credit Facilities in an aggregate amount of $100.0 million, consisting of two tranches, tranche A for $30.0 million and tranche B for $70.0 million (“Revolving Credit Facilities”) and repaid all outstanding obligations thereunder. In connection with such termination, the Company wrote off approximately $1.4 million of deferred loan fees, which is included in the loss on early extinguishment of debt in the condensed consolidated statement of comprehensive income. | |
Also on August 7, 2013, the Company announced it entered into a Revolving Credit Agreement dated as of August 7, 2013 (the “New Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company, as guarantors (the “Guarantors”), the lenders party thereto (the “Lenders”), Royal Bank of Canada, as administrative agent, and the other parties thereto. The New Credit Agreement provides for a $70.0 million revolving facility (“Revolving Credit Facility”) which matures on May 17, 2018. The proceeds of any loans made under the Revolving Credit Facility can be used for ongoing working capital requirements and other general corporate purposes, including the financing of capital expenditures and acquisitions. | |
Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an adjusted base rate (as defined in the Revolving Credit Facility) or (2) an adjusted LIBO rate (as defined in the Revolving Credit Facility), each calculated in a customary manner, plus applicable margin. The applicable margin is 3.00% per annum with respect to base rate loans and 2.00% per annum with respect to Eurodollar rate loans. In addition to paying interest on the outstanding principal amount of borrowings under the Revolving Credit Facility, the Company must pay a commitment fee to the Lenders in respect of their average daily unused amount of revolving commitments at a rate that ranges from 0.375% to 0.50% per annum depending on the Company’s consolidated total leverage ratio. The Company may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans). | |
The Credit Agreement contains customary affirmative and negative covenants and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00:1.00 as of the last day of any fiscal quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. The Company was in compliance with all required covenants as of September 30, 2013. | |
All obligations under the Credit Agreement are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens on the assets of the Company and the Guarantors. | |
As of September 30, 2013, the Company had $70.0 million available for borrowing under the Revolving Credit Facility and there were no amounts outstanding. During the three months ended September 30, 2013 and 2012, the Company amortized $141,000 and $207,000 of deferred loan fees, respectively, which is included in interest and other expenses on the accompanying condensed consolidated statements of comprehensive income. During the nine months ended September 30, 2013 and 2012, the Company amortized $556,000 and $591,000 of deferred loan fees, respectively, which is included in interest and other expenses on the accompanying condensed consolidated statements of comprehensive income. At September 30, 2013 and December 31, 2012, the Company had approximately $1.4 million and $1.8 million, respectively, in deferred loan fees remaining to be amortized. | |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2013 | |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
NOTE 11 – ACQUISITIONS | |
Fiscal Year 2013 | |
On July 19, 2013, the Company acquired certain assets and liabilities of an entity for an aggregate purchase price of $20.4 million, including $2.8 million in fair value of contingent acquisition consideration. The Company paid $17.6 million during the three months ended September 30, 2013 and assumed net assets of $3.3 million. This entity is individually immaterial to the Company’s net assets and operations. This acquisition was accounted for as a purchase and is included in the Company’s consolidated results from its acquisition date. The purchase accounting recorded by the Company included $8.6 million in goodwill and $8.6 million in intangible assets for certain technology and customer and affiliate relationships related to this acquisition. The Company has not yet finalized the purchase accounting of this acquisition as it continues to analyze certain documents and amounts. | |
On March 15, 2013, the Company acquired certain assets and liabilities of an entity for an aggregate purchase price of $11.8 million, including $8.8 million in fair value of contingent acquisition consideration. The Company paid $3.0 million during the three months ended September 30, 2013 and assumed a net liability of $165,000. This entity is individually immaterial to the Company’s net assets and operations. This acquisition was accounted for as a purchase and is included in the Company’s consolidated results from its acquisition date. The purchase accounting recorded by the Company included $226,000 in goodwill and $11.7 million in intangible assets for trademarks and URLs related to this acquisition. | |
Fiscal Year 2012 | |
During the fiscal year ended December 31, 2012, the Company acquired certain assets and liabilities of certain entities for an aggregate purchase price of $52.7 million, including $20.8 million in fair value of contingent acquisition consideration and $5.9 million in fair value of guaranteed purchase price payments to be made at a later date. The Company paid $30.2 million, inclusive of $4.5 million related to the guaranteed purchase price, during the fiscal year ended December 31, 2012 and assumed a net liability of $0.3 million. The Company recorded a reduction in fair value of the contingent acquisition consideration during the year of $2.8 million and made payments of $2.2 million resulting in a net contingent acquisition consideration liability for these acquisitions of $15.8 million. Additionally, the Company recorded a $100,000 change in fair value related to the guaranteed purchase price resulting in a net acquisition related payable at December 31, 2012 of $1.5 million. Payment of the $1.5 million was made in April 2013. These certain entities are individually and in the aggregate immaterial to the Company’s net assets and operations. All acquisitions were accounted for as purchases and are included in the Company’s consolidated results from their acquisition dates. The Company recorded $6.7 million in goodwill and $46.0 million in intangible assets related to these acquisitions consisting of $33.7 million of trademarks and URLs, $8.0 million of affiliate network, $4.0 million of customer relationships and $0.3 million of developed technology. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
On October 30, 2013, Bankrate announced that at the end of the year Thomas R. Evans, President & Chief Executive Officer of Bankrate, will step down from those positions and as a member of the Board of Directors of Bankrate (the "Board"). Effective January 1, 2014, Kenneth S. Esterow, Senior Vice President and Chief Operating Officer of Bankrate, will become President & Chief Executive Officer of Bankrate and a member of the Board. It is expected that Mr. Evans will be an advisor to the Board following such time. | |
Organization_And_Summary_Of_Si1
Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization And Summary Of Significant Accounting Policies [Abstract] | ' |
The Company | ' |
The Company | |
Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking and personal finance network (“Online Network”). Our flagship website, Bankrate.com, is one of the Internet’s leading aggregators of information on more than 300 financial products and fees, including mortgages, deposits, insurance, credit cards, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc., NetQuote Inc, CreditCards.com, Inc., LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), and Rate Holding Company (100% owner of Bankrate Information Consulting (Beijing) Co., Ltd.) after elimination of all intercompany accounts and transactions. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, for any other interim period or for any other future year. | |
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2013. | |
There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s 2012 Annual Report on Form 10-K filed with the SEC on March 1, 2013. | |
Reclassification | ' |
Reclassification | |
Certain reclassifications have been made to the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and to the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012 to conform to the presentation for the three and nine months ended September 30, 2013. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
Recently Adopted Pronouncements | |
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs. ASU 2011-04 amends Topic 820, Fair Value Measurement to change the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include wording changes that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The adoption of ASU 2011-04 as of January 1, 2012 did not have a material impact on the Company's consolidated financial statements. | |
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This amendment requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of ASU 2011-11 as of January 1, 2013 did not have a material impact on the Company's consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income to update the presentation of reclassifications from comprehensive income to net income in consolidated financial statements. Under this new guidance, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. The new guidance does not change the requirements for reporting net income or other comprehensive income in financial statements. This guidance is effective for fiscal years beginning after December 15, 2012. We adopted this guidance effective January 1, 2013, and it did not have any effect on our consolidated financial statements. | |
Recently Issued Pronouncements, Not Adopted as of September 30, 2013 | |
In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. Under this guidance, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. This amendment is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 and early adoption is permitted. We do not expect the adoption of this amendment to have a material impact on the Company's consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for an net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward except when: (1) An NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; or (2) The entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The amendment does not affect the recognition or measurement of uncertain tax positions under ASC 740 This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. We do not expect the adoption of this amendment to have a material impact on the Company's consolidated financial statements. | |
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Goodwill And Intangible Assets [Abstract] | ' | |||||||||
Summary Of Goodwill Activity | ' | |||||||||
Balance, January 1, 2013 | $ | 602,173 | ||||||||
Acquisition of certain assets and liabilities of various entities | 8,777 | |||||||||
Balance, September 30, 2013 | $ | 610,950 | ||||||||
Components Of Intangible Assets Subject To Amortization | ' | |||||||||
Intangible assets subject to amortization were as follows as of September 30, 2013: | ||||||||||
Accumulated | ||||||||||
(In thousands) | Cost | Amortization | Net | |||||||
Trademarks and URLs | $ | 255,669 | -48,436 | 207,233 | ||||||
Customer relationships | 228,995 | -91,884 | 137,111 | |||||||
Affiliate network | 22,740 | -11,497 | 11,243 | |||||||
Developed technology | 24,391 | -15,536 | 8,855 | |||||||
$ | 531,795 | $ | -167,353 | $ | 364,442 | |||||
Intangible assets subject to amortization were as follows as of December 31, 2012: | ||||||||||
Accumulated | ||||||||||
(In thousands) | Cost | Amortization | Net | |||||||
Trademarks and URLs | $ | 243,557 | -33,738 | 209,819 | ||||||
Customer relationships | 229,009 | -71,745 | 157,264 | |||||||
Affiliate network | 20,840 | -10,926 | 9,914 | |||||||
Developed technology | 17,692 | -11,957 | 5,735 | |||||||
$ | 511,098 | $ | -128,366 | $ | 382,732 | |||||
Summary Of Future Amortization Expense | ' | |||||||||
Amortization | ||||||||||
(In thousands) | Expense | |||||||||
Remainder of 2013 | $ | 12,998 | ||||||||
2014 | 50,764 | |||||||||
2015 | 49,732 | |||||||||
2016 | 47,637 | |||||||||
2017 | 42,735 | |||||||||
Thereafter | 160,576 | |||||||||
Total expected amortization expense for intangible assets | $ | 364,442 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule Of Computation Of Basic And Diluted Earnings Per Share | ' | ||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands, except share and per share data) | 2013 | 2012 | 2013 | 2012 | |||||||||
Net (loss) income | $ | -7,751 | $ | 2,560 | $ | -6,460 | $ | 28,987 | |||||
Weighted average common shares outstanding for basic earnings per share | 100,127,658 | 99,918,198 | 100,075,657 | 99,948,113 | |||||||||
Additional dilutive shares related to share based awards | - | 623,795 | - | 1,209,172 | |||||||||
Weighted average common shares outstanding for diluted earnings per share | 100,127,658 | 100,541,993 | 100,075,657 | 101,157,285 | |||||||||
Basic and diluted earnings per share: | |||||||||||||
Basic | $ | -0.08 | $ | 0.03 | $ | -0.06 | $ | 0.29 | |||||
Diluted | $ | -0.08 | $ | 0.03 | $ | -0.06 | $ | 0.29 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||
Summary Of Stockholders' Equity | ' | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
(In thousands) | Shares | Amount | Additional paid-in capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Total Stockholders' Equity | ||||||||||||||
Balance at January 1, 2013 | 100,048 | $ | 1,000 | $ | 843,393 | $ | -15,264 | $ | -591 | $ | -387 | $ | 828,151 | ||||||||
Other comprehensive income, net of taxes | - | - | - | - | - | -49 | -49 | ||||||||||||||
Restricted stock issued | 862 | 9 | -9 | - | - | - | - | ||||||||||||||
Performance stock issued | 422 | 4 | -4 | - | - | - | - | ||||||||||||||
Common stock issued | 141 | 2 | 2,130 | - | - | - | 2,132 | ||||||||||||||
Stock-based compensation | - | - | 8,614 | - | - | - | 8,614 | ||||||||||||||
Net loss | - | - | - | -6,460 | - | - | -6,460 | ||||||||||||||
Balance at September 30, 2013 | 101,473 | $ | 1,015 | $ | 854,124 | $ | -21,724 | $ | -591 | $ | -436 | $ | 832,388 | ||||||||
Geographic_Data_And_Concentrat1
Geographic Data And Concentrations (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Geographic Data And Concentrations [Abstract] | ' | ||||||||||||
Schedule Of Revenue And Long-Lived Assets | ' | ||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||
Revenue: | |||||||||||||
USA | $ | 120,125 | $ | 115,075 | $ | 331,502 | $ | 358,478 | |||||
International | 1,053 | 1,700 | 3,670 | 5,442 | |||||||||
$ | 121,178 | $ | 116,775 | $ | 335,172 | $ | 363,920 | ||||||
Revenue: | |||||||||||||
Online | $ | 119,375 | $ | 114,714 | $ | 329,404 | $ | 357,801 | |||||
1,803 | 2,061 | 5,768 | 6,119 | ||||||||||
$ | 121,178 | $ | 116,775 | $ | 335,172 | $ | 363,920 | ||||||
September 30, | December 31, | ||||||||||||
(In thousands) | 2013 | 2012 | |||||||||||
Long lived assets: | |||||||||||||
USA | $ | 983,235 | $ | 990,290 | |||||||||
International | 4,242 | 4,639 | |||||||||||
Balance, end of period | $ | 987,477 | $ | 994,929 | |||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||
Summary Of Estimated Fair Value And Related Carrying Amounts | ' | ||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||
(In thousands) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||
Financial Liabilities: | |||||||||||||
Long term debt | $ | 296,882 | $ | 299,250 | $ | 193,943 | $ | 215,231 | |||||
Summary Of Contingent Acquisition Consideration | ' | ||||||||||||
Fair Value Measurement at September 30, 2013 Using | |||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||
Recurring fair value measurement | |||||||||||||
Contingent acquisition consideration | $ | - | $ | - | $ | 34,937 | $ | 34,937 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 34,937 | $ | 34,937 | |||||
Fair Value Measurement at December 31, 2012 Using | |||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||
Recurring fair value measurement | |||||||||||||
Contingent acquisition consideration | $ | - | $ | - | $ | 17,197 | $ | 17,197 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 17,197 | $ | 17,197 | |||||
Summary Of Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | ' | ||||||||||||
(In thousands) | Nine months ended September 30, 2013 | ||||||||||||
Balance at beginning of period | $ | 17,197 | |||||||||||
Additions to Level 3 | 11,600 | ||||||||||||
Transfers into Level 3 | - | ||||||||||||
Transfers out of Level 3 | -100 | ||||||||||||
Change in fair value | 6,240 | ||||||||||||
Payments | - | ||||||||||||
Balance at end of period | $ | 34,937 | |||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | ' | ||||||||||||
Three months ended | Nine months ended | ||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||
Cost of revenue | $ | 241 | $ | 123 | $ | 559 | $ | 471 | |||||
Operating expenses: | |||||||||||||
Sales | 499 | 342 | 1,276 | 1,034 | |||||||||
Marketing | 393 | 267 | 970 | 742 | |||||||||
Product development | 487 | 338 | 1,201 | 1,151 | |||||||||
General and administrative | 1,873 | 1,175 | 4,608 | 3,444 | |||||||||
Total stock-based compensation | $ | 3,493 | $ | 2,245 | $ | 8,614 | $ | 6,842 | |||||
Summary Of Restricted Stock Award Activity | ' | ||||||||||||
Weighted Average | |||||||||||||
Number of | Grant Date | ||||||||||||
Shares | Fair Value | ||||||||||||
Balance, January 1, 2013 | - | $ | - | ||||||||||
Granted | 951,568 | $ | 14.89 | ||||||||||
Vested and released | - | - | |||||||||||
Forfeited | -13,500 | $ | 14.77 | ||||||||||
Expired | - | - | |||||||||||
Balance, September 30, 2013 | 938,068 | $ | 14.90 | ||||||||||
Stock Option Activity | ' | ||||||||||||
Number of | Price | Weighted Average | Aggregate | ||||||||||
Shares | Per Share | Exercise Price | Intrinsic Value | ||||||||||
Balance, January 1, 2013 | 5,005,654 | $11.17 - $24.25 | $ | 15.49 | $ | 51,200 | |||||||
Granted | 85,000 | $11.05 - $12.81 | $ | 12.05 | |||||||||
Exercised | -142,312 | $14.32 - $15.00 | $ | 14.98 | |||||||||
Forfeited | -103,260 | $14.32 - $17.55 | $ | 15.18 | |||||||||
Expired | - | - | - | ||||||||||
Balance, September 30, 2013 | 4,845,082 | $11.05 - $24.25 | $ | 15.43 | $ | 25,451,000 | |||||||
Weighted Average Assumptions Used To Calculate Fair Value | ' | ||||||||||||
Nine months ended | |||||||||||||
30-Sep-13 | |||||||||||||
Weighted average assumptions: | |||||||||||||
Weighted average grant date fair value | $ | 5.94 | |||||||||||
Expected volatility | 59.60% | ||||||||||||
Risk free rate | 0.73% | ||||||||||||
Expected lives | 4.00 Years | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Organization_And_Summary_Of_Si2
Organization And Summary Of Significant Accounting Policies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
item | |
Organization And Summary Of Significant Accounting Policies [Abstract] | ' |
Number of financial products | 300 |
Rate Holding Company | 100.00% |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (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 |
Goodwill And Intangible Assets [Abstract] | ' | ' | ' | ' |
Amortization expense | $12.90 | $12.70 | $38.90 | $34.30 |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill And Intangible Assets [Abstract] | ' |
Balance, December 31, 2012 | $602,173 |
Acquisition of certain assets and liabilities of various entities | 8,777 |
Balance, September 30, 2013 | $610,950 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $531,795 | $511,098 |
Accumulated Amortization | -167,353 | -128,366 |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | 364,442 | 382,732 |
Trademarks and URLs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 255,669 | 243,557 |
Accumulated Amortization | -48,436 | -33,738 |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | 207,233 | 209,819 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 228,995 | 229,009 |
Accumulated Amortization | -91,884 | -71,745 |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | 137,111 | 157,264 |
Affiliate Network [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 22,740 | 20,840 |
Accumulated Amortization | -11,497 | -10,926 |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | 11,243 | 9,914 |
Developed Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 24,391 | 17,692 |
Accumulated Amortization | -15,536 | -11,957 |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | $8,855 | $5,735 |
Goodwill_And_Intangible_Assets5
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets [Abstract] | ' | ' |
Remainder of 2013 | $12,998 | ' |
2014 | 50,764 | ' |
2015 | 49,732 | ' |
2016 | 47,637 | ' |
2017 | 42,735 | ' |
Thereafter | 160,576 | ' |
Total expected amortization expense for intangible assets/Finite lived intangible assets, net | $364,442 | $382,732 |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Shares excluded from computation of earnings per share | 4,845,082 | 395,000 | 4,845,082 | 195,000 |
Earnings_Per_Share_Schedule_Of
Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net (loss) income | ($7,751) | $2,560 | ($6,460) | $28,987 |
Weighted average common shares outstanding for basic earnings per share | 100,127,658 | 99,918,198 | 100,075,657 | 99,948,113 |
Additional dilutive shares related to share based awards | ' | 623,795 | ' | 1,209,172 |
Weighted average common shares outstanding for diluted earnings per share | 100,127,658 | 100,541,993 | 100,075,657 | 101,157,285 |
Basic and diluted earnings per share: | ' | ' | ' | ' |
Basic | ($0.08) | $0.03 | ($0.06) | $0.29 |
Diluted | ($0.08) | $0.03 | ($0.06) | $0.29 |
Stockholders_Equity_Summary_Of
Stockholders' Equity (Summary Of Stockholders' Equity) (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 |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | $828,151 | ' |
Other comprehensive income, net of taxes | ' | ' | -49 | ' |
Common stock issued | ' | ' | 2,132 | ' |
Stock-based compensation | ' | ' | 8,614 | ' |
Net (loss) income | -7,751 | 2,560 | -6,460 | 28,987 |
Balance at September 30, 2013 | 832,388 | ' | 832,388 | ' |
Common Stock [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | 1,000 | ' |
Balance at December 31, 2012, Shares | ' | ' | 100,048 | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' |
Restricted stock issued | ' | ' | 9 | ' |
Restricted stock issued, Shares | ' | ' | 862 | ' |
Performance stock issued | ' | ' | 4 | ' |
Performance stock issued, Shares | ' | ' | 422 | ' |
Common stock issued | ' | ' | 2 | ' |
Common stock issued, Shares | ' | ' | 141 | ' |
Balance at September 30, 2013 | 1,015 | ' | 1,015 | ' |
Balance at September 30, 2013, Shares | 101,473 | ' | 101,473 | ' |
Additional paid-in capital [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | 843,393 | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' |
Restricted stock issued | ' | ' | -9 | ' |
Performance stock issued | ' | ' | -4 | ' |
Common stock issued | ' | ' | 2,130 | ' |
Stock-based compensation | ' | ' | 8,614 | ' |
Balance at September 30, 2013 | 854,124 | ' | 854,124 | ' |
Accumulated Deficit [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -15,264 | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' |
Net (loss) income | ' | ' | -6,460 | ' |
Balance at September 30, 2013 | -21,724 | ' | -21,724 | ' |
Treasury Stock [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -591 | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' |
Balance at September 30, 2013 | -591 | ' | -591 | ' |
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -387 | ' |
Other comprehensive income, net of taxes | ' | ' | -49 | ' |
Balance at September 30, 2013 | ($436) | ' | ($436) | ' |
Geographic_Data_And_Concentrat2
Geographic Data And Concentrations (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | |
Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | |
One Customer [Member] | One Customer [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | One Customer [Member] | Customer Concentration Risk [Member] | |
customer | customer | customer | customer | customer | |||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | ' | ' | ' | 1 | 2 | 1 | 1 | ' | 1 |
Concentration risk percentage | 11.00% | 11.00% | 10.00% | 10.00% | ' | 10.00% | ' | 13.00% | ' |
Geographic_Data_And_Concentrat3
Geographic Data And Concentrations (Schedule Of Revenue And Long-Lived Assets) (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 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | $121,178 | $116,775 | $335,172 | $363,920 |
Long lived assets | 987,477 | 994,929 | 987,477 | 994,929 |
Online [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | 119,375 | 114,714 | 329,404 | 357,801 |
Print [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | 1,803 | 2,061 | 5,768 | 6,119 |
USA [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | 120,125 | 115,075 | 331,502 | 358,478 |
Long lived assets | 983,235 | 990,290 | 983,235 | 990,290 |
International [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue | 1,053 | 1,700 | 3,670 | 5,442 |
Long lived assets | $4,242 | $4,639 | $4,242 | $4,639 |
Fair_Value_Measurement_Summary
Fair Value Measurement (Summary Of Estimated Fair Value, And Related Carrying Amounts) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Amount [Member] | ' | ' |
Long term debt | $296,882 | $193,943 |
Estimated Fair Value [Member] | ' | ' |
Long term debt | $299,250 | $215,231 |
Fair_Value_Measurement_Summary1
Fair Value Measurement (Summary Of Contingent Acquisition Consideration) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | $34,937 | $17,197 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | 34,937 | 17,197 |
Contingent Acquisition Consideration [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | 34,937 | 17,197 |
Contingent Acquisition Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | ' | ' |
Contingent Acquisition Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | ' | ' |
Contingent Acquisition Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | $34,937 | $17,197 |
Fair_Value_Measurement_Summary2
Fair Value Measurement (Summary Of Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (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 |
Fair Value Measurement [Abstract] | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | $17,197 | ' |
Additions to Level 3 | ' | ' | 11,600 | ' |
Transfers out of Level 3 | ' | ' | -100 | ' |
Change in fair value | 2,142 | 1,742 | 6,240 | 2,140 |
Balance at end of period | $34,937 | ' | $34,937 | ' |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 21, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Stock based compensation program grant stock based awards | ' | ' | ' | ' | 12,120,000 |
Shares available for future issuance | 5,626,062 | ' | 5,626,062 | ' | ' |
Stock-based compensation expense, related to restricted stock awards | $1,200,000 | $0 | $1,800,000 | $737,000 | ' |
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | 11,800,000 | ' | 11,800,000 | ' | ' |
Performance based restricted shares, granted | ' | ' | 951,568 | ' | ' |
Performance based restricted shares, average grant date fair value | ' | ' | $14.89 | ' | ' |
Number of shares forfeited | ' | ' | 13,500 | ' | ' |
Stock options granted | ' | ' | 85,000 | ' | ' |
Stock options granted, weighted average exercise price | ' | ' | $12.05 | ' | ' |
Stock options, contractual term | ' | ' | '7 years | ' | ' |
Stock options vested | ' | ' | 979,000 | ' | ' |
Closing price of common stock | $20.57 | ' | $20.57 | ' | ' |
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $16,400,000 | ' | $16,400,000 | ' | ' |
Stock Options [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Recognized weighted average period related to non-vested stock option awards | ' | ' | '1 year 9 months 18 days | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Recognized weighted average period related to non-vested stock option awards | ' | ' | '1 year 7 months 6 days | ' | ' |
Performance Based Restricted Shares [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Performance based restricted shares, granted | ' | ' | 422,000 | ' | ' |
Performance based restricted shares, average grant date fair value | ' | ' | $14.77 | ' | ' |
Number of shares forfeited | ' | ' | 2,500 | ' | ' |
Performance Based Restricted Shares [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Condition on issuance of performance shares, range percentage | ' | ' | 0.00% | ' | ' |
Performance Based Restricted Shares [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Condition on issuance of performance shares, range percentage | ' | ' | 200.00% | ' | ' |
StockBased_Compensation_StockB
Stock-Based Compensation (Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards (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 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $3,493 | $2,245 | $8,614 | $6,842 |
Cost of revenue [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 241 | 123 | 559 | 471 |
Sales [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 499 | 342 | 1,276 | 1,034 |
Marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 393 | 267 | 970 | 742 |
Product development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 487 | 338 | 1,201 | 1,151 |
General and administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $1,873 | $1,175 | $4,608 | $3,444 |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary Of Restricted Stock Award Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock-Based Compensation [Abstract] | ' |
Number of Shares, Granted | 951,568 |
Number of Shares, Forfeited | -13,500 |
Number of Shares, Ending Balance | 938,068 |
Weighted Average Grant Date Fair Value, Granted | $14.89 |
Weighted Average Grant Date Fair Value, Forfeited | $14.77 |
Weighted Average Grant Date Fair Value, Ending Balance | $14.90 |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock-Based Compensation [Abstract] | ' |
Beginning Balance, Number of Shares | 5,005,654 |
Granted, Number of Shares | 85,000 |
Exercised, Number of Shares | -142,312 |
Forfeited, Number of Shares | -103,260 |
Ending Balance, Number of Shares | 4,845,082 |
Price Per Share, Minimum Beginning Balance | $11.17 |
Price Per Share, Granted Minimum | $11.05 |
Price Per Share, Exercised Minimum | $14.32 |
Price Per Share, Forfeited Minimum | $14.32 |
Price Per Share, Minimum Ending Balance | $11.05 |
Price Per Share, Maximum Beginning Balance | $24.25 |
Price Per Share, Granted Maximum | $12.81 |
Price Per Share, Exercised Maximum | $15 |
Price Per Share, Forfeited Maximum | $17.55 |
Price Per Share, Maximum Ending Balance | $24.25 |
Weighted Average Exercise Price, Beginning Balance | $15.49 |
Granted, Weighted Average Exercise Price | $12.05 |
Exercised, Weighted Average Exercise Price | $14.98 |
Forfeited, Weighted Average Exercise Price | $15.18 |
Weighted Average Exercise Price, Ending Balance | $15.43 |
Aggregate Intrinsic Value, Beginning Balance | $51,200 |
Aggregate Intrinsic Value, Ending Balance | $25,451,000 |
StockBased_Compensation_Weight
Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Weighted average assumptions: | ' |
Weighted average grant date fair value | $5.94 |
Expected volatility | 59.60% |
Risk free rate | 0.73% |
Expected lives | '4 years |
Expected dividend yield | 0.00% |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ' | ' | ' | ' | ' |
Unrecognized tax benefits | $9,600,000 | ' | $9,600,000 | ' | $9,600,000 |
Accrued payment of interest and penalties | $96,000 | $96,000 | $287,000 | ($96,000) | ' |
Effective income tax rate | 38.00% | 49.00% | 32.00% | 22.00% | ' |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (BanxCorp Litigation [Member], USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
BanxCorp Litigation [Member] | ' |
Loss Contingencies [Line Items] | ' |
Compensatory damages, treble damages, and attorneys' fees and costs | $180 |
Debt_Senior_Notes_Narrative_De
Debt (Senior Notes) (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 07, 2013 | Dec. 31, 2012 | Aug. 24, 2013 | |
Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000,000 | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.13% | ' | 11.75% |
Deposit with trustee | ' | ' | ' | ' | ' | ' | ' | ' | ' | 208,900,000 | ' | ' |
Redemption price, percentage | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price, percentage of principal amount redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.88% |
Aggregate principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 195,000,000 |
Write off of unamortized original issue discount | ' | ' | 819,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of unamortized deferred loan fees | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense excluding amortization | 6,100,000 | 5,700,000 | 17,500,000 | 17,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of original issue discounts included in interest and other expenses | 124,000 | 84,000 | 306,000 | 244,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding discounts | 3,100,000 | ' | 3,100,000 | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred loan fees included in interest and other expense | ' | ' | ' | ' | ' | 383,000 | 351,000 | 1,100,000 | 1,000,000 | ' | ' | ' |
Unamortized deferred loan fees | ' | ' | ' | ' | ' | 7,000,000 | ' | 7,000,000 | ' | ' | 4,400,000 | ' |
Senior Long Term Notes | $296,882,000 | ' | $296,882,000 | ' | $193,943,000 | ' | ' | ' | ' | ' | ' | ' |
Debt_Revolving_Credit_Facility
Debt (Revolving Credit Facility) (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Aug. 07, 2013 | Aug. 07, 2013 | Aug. 07, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 07, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Terminated Revolving Credit Facilities [Member] | Terminated Revolving Credit Facilities [Member] | Terminated Revolving Credit Facilities [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |
Base Rate [Member] | Eurodollar [Member] | item | Tranche A [Member] | Tranche B [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | |
Minimum [Member] | Maximum [Member] | ||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, amount | ' | ' | $100,000,000 | $30,000,000 | $70,000,000 | ' | ' | ' | ' | $70,000,000 | ' | ' | ' |
Number of tranches | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity date | ' | ' | ' | ' | ' | ' | ' | 17-May-18 | ' | ' | ' | ' | ' |
Amount available for borrowing | ' | ' | ' | ' | ' | 70,000,000 | ' | 70,000,000 | ' | ' | ' | ' | ' |
Amortization of deferred loan fees included in interest and other expense | ' | ' | ' | ' | ' | 141,000 | 207,000 | 556,000 | 591,000 | ' | ' | ' | ' |
Unamortized deferred loan fees | ' | ' | ' | ' | ' | 1,400,000 | ' | 1,400,000 | ' | ' | 1,800,000 | ' | ' |
Maximum consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' |
Write off of deferred loan fees | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin rate | 3.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | 0.50% |
Maximum aggregate amount of total commitments | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' |
Amounts outstanding | ' | ' | ' | ' | ' | $0 | ' | $0 | ' | ' | ' | ' | ' |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jul. 19, 2013 | Sep. 30, 2013 | Mar. 15, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
July 19, 2013 Acquisition [Member] | July 19, 2013 Acquisition [Member] | March 15, 2013 Acquisition [Member] | March 15, 2013 Acquisition [Member] | Fiscal Year 2012 [Member] | Fiscal Year 2012 [Member] | Fiscal Year 2012 [Member] | Fiscal Year 2012 [Member] | Fiscal Year 2012 [Member] | Fiscal Year 2012 [Member] | ||||
Trademarks And URLs [Member] | Affiliate Network [Member] | Customer Relationships [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | $20,400,000 | ' | $11,800,000 | ' | ' | $52,700,000 | ' | ' | ' | ' |
Fair value of contingent acquisition | 11,600,000 | 20,800,000 | 15,800,000 | 2,800,000 | ' | 8,800,000 | ' | ' | 20,800,000 | ' | ' | ' | ' |
Payment made by company for business acquisition | 22,125,000 | 26,893,000 | 2,200,000 | ' | 17,600,000 | ' | 3,000,000 | 1,500,000 | 30,200,000 | ' | ' | ' | ' |
Assumed net liability | ' | ' | ' | ' | 3,300,000 | ' | -165,000 | ' | -300,000 | ' | ' | ' | ' |
Goodwill | ' | ' | ' | 8,600,000 | ' | 226,000 | ' | ' | 6,700,000 | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | 8,600,000 | ' | 11,700,000 | ' | ' | 46,000,000 | 33,700,000 | 8,000,000 | 4,000,000 | 300,000 |
Fair value of guaranteed purchase price payments | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | ' | ' | ' | ' |
Cash paid as guaranteed purchase price due to business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' |
Change in fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | -2,800,000 | ' | ' | ' | ' |
Change in fair value related to guaranteed purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' |
Acquisition related payable | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' |