Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 01, 2014 | Jun. 30, 2013 | |
Document Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'Bankrate, Inc. | ' | ' |
Entity Central Index Key | '0001518222 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $590,348,848 |
Entity Common Stock, Shares Outstanding | ' | 101,690,206 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $230,071 | $83,590 |
Accounts receivable, net of allowance for doubtful accounts of $620 and $658 at December 31, 2013 and December 31, 2012 | 61,962 | 52,598 |
Deferred income taxes | 7,155 | 3,763 |
Prepaid expenses and other current assets | 9,736 | 13,691 |
Total current assets | 308,924 | 153,642 |
Furniture, fixtures and equipment, net of accumulated depreciation of $19,690 and $12,851 at December 31, 2013 and December 31, 2012 | 12,930 | 10,024 |
Intangible assets, net of accumulated amortization of $181,721 and $128,366 at December 31, 2013 and December 31, 2012 | 350,206 | 382,732 |
Goodwill | 611,975 | 602,173 |
Other assets | 12,776 | 11,579 |
Total assets | 1,296,811 | 1,160,150 |
Liabilities | ' | ' |
Accounts payable | 7,149 | 8,227 |
Accrued expenses | 40,546 | 22,033 |
Deferred revenue and customer deposits | 3,792 | 3,861 |
Accrued interest | 7,379 | 10,588 |
Other current liabilities | 24,595 | 6,399 |
Total current liabilities | 83,461 | 51,108 |
Deferred income taxes | 51,699 | 64,482 |
Long term debt, net of unamortized discount | 297,021 | 193,943 |
Other liabilities | 25,668 | 22,466 |
Total liabilities | 457,849 | 331,999 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity | ' | ' |
Common stock, par value $.01 per share - 300,000,000 shares authorized at December 31, 2013 and December 31, 2012; 101,749,513 shares and 100,097,969 shares issued at December 31, 2013 and December 31, 2012; 101,698,985 shares and 100,047,441 shares outstanding at December 31, 2013 and December 31, 2012 | 1,017 | 1,000 |
Additional paid-in capital | 864,152 | 843,393 |
Accumulated deficit | -25,266 | -15,264 |
Less: Treasury stock, at cost - 50,528 shares at December 31, 2013 and December 31, 2012 | -591 | -591 |
Accumulated other comprehensive loss | -350 | -387 |
Total stockholders' equity | 838,962 | 828,151 |
Total liabilities and stockholders' equity | $1,296,811 | $1,160,150 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $620 | $658 |
Accumulated depreciation | 19,690 | 12,851 |
Accumulated amortization | $181,721 | $128,366 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 101,749,513 | 100,097,969 |
Common stock, shares outstanding | 101,698,985 | 100,047,441 |
Treasury stock, shares | 50,528 | 50,528 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ' | ' | ' |
Revenue | $457,432 | $457,164 | $424,200 |
Cost of revenue (excludes depreciation and amortization) | 151,050 | 146,357 | 143,710 |
Gross margin | 306,382 | 310,807 | 280,490 |
Operating expenses: | ' | ' | ' |
Sales | 15,067 | 16,114 | 12,980 |
Marketing | 113,478 | 126,222 | 86,053 |
Product development | 18,746 | 17,023 | 14,866 |
General and administrative | 56,134 | 37,431 | 36,662 |
Legal settlements | ' | 874 | ' |
Acquisition, offering and related expenses | 50 | 335 | 44,248 |
Restructuring charges | ' | ' | 1,272 |
Changes in fair value of contingent acquisition consideration | 16,065 | -2,645 | 292 |
Depreciation and amortization | 60,127 | 52,854 | 43,536 |
Total operating expenses | 279,667 | 248,208 | 239,909 |
Income from operations | 26,715 | 62,599 | 40,581 |
Interest and other expenses, net | 24,981 | 25,771 | 31,786 |
Loss on early extinguishment of debt | 17,175 | ' | 16,629 |
(Loss) income before taxes | -15,441 | 36,828 | -7,834 |
Income tax (benefit) expense | -5,439 | 7,497 | 5,588 |
Net (loss) income | -10,002 | 29,331 | -13,422 |
Basic and diluted net (loss) income per share: | ' | ' | ' |
Basic | ($0.10) | $0.29 | ($0.14) |
Diluted | ($0.10) | $0.29 | ($0.14) |
Weighted average common shares outstanding: | ' | ' | ' |
Basic | 100,108,316 | 99,985,782 | 94,160,687 |
Diluted | 100,108,316 | 100,831,459 | 94,160,687 |
Other comprehensive income, net of tax | 37 | 353 | ' |
Comprehensive (loss) income | ($9,965) | $29,684 | ($13,422) |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | Total |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2010 | $874 | $657,095 | ($31,173) | ' | ($740) | $626,056 |
Balance, Shares at Dec. 31, 2010 | 87,380,000 | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Restricted stock issued, net of cancellations | 1 | -1 | ' | ' | ' | ' |
Restricted stock issued, net of cancellations, Shares | 112,000 | ' | ' | ' | ' | ' |
Common stock issued | 125 | 170,194 | ' | ' | ' | 170,319 |
Common stock issued, Shares | 12,500,000 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | 5,509 | ' | ' | ' | 5,509 |
Net (loss) income | ' | ' | -13,422 | ' | ' | -13,422 |
Balance at Dec. 31, 2011 | 1,000 | 832,797 | -44,595 | ' | -740 | 788,462 |
Balance, Shares at Dec. 31, 2011 | 99,992,000 | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' | 353 | 353 |
Treasury stock purchased | ' | ' | ' | -591 | ' | -591 |
Treasury stock purchased, Shares | -32,000 | ' | ' | ' | ' | ' |
Restricted stock forfeited, Shares | -10,000 | ' | ' | ' | ' | ' |
Common stock issued | ' | 1,462 | ' | ' | ' | 1,462 |
Common stock issued, Shares | 98,000 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | 9,120 | ' | ' | ' | 9,120 |
Excess tax benefit | ' | 14 | ' | ' | ' | 14 |
Net (loss) income | ' | ' | 29,331 | ' | ' | 29,331 |
Balance at Dec. 31, 2012 | 1,000 | 843,393 | -15,264 | -591 | -387 | 828,151 |
Balance, Shares at Dec. 31, 2012 | 100,048,000 | ' | ' | ' | ' | 100,047,441 |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Other comprehensive income, net of taxes | ' | ' | ' | ' | 37 | 37 |
Restricted stock issued, net of cancellations | 11 | -11 | ' | ' | ' | ' |
Restricted stock issued, net of cancellations, Shares | 1,043,000 | ' | ' | ' | ' | ' |
Performance stock issued, net of cancellations | 4 | -4 | ' | ' | ' | ' |
Performance stock issued, net of cancellations, Shares | 420,000 | ' | ' | ' | ' | ' |
Common stock issued | 2 | 2,828 | ' | ' | ' | 2,830 |
Common stock issued, Shares | 188,000 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | 17,960 | ' | ' | ' | 17,960 |
Excess tax benefit | ' | -14 | ' | ' | ' | -14 |
Net (loss) income | ' | ' | -10,002 | ' | ' | -10,002 |
Balance at Dec. 31, 2013 | $1,017 | $864,152 | ($25,266) | ($591) | ($350) | $838,962 |
Balance, Shares at Dec. 31, 2013 | 101,699,000 | ' | ' | ' | ' | 101,698,985 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities | ' | ' | ' |
Net (loss) income | ($10,002,000) | $29,331,000 | ($13,422,000) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ' | ' | ' |
Depreciation and amortization | 60,127,000 | 52,854,000 | 43,536,000 |
Provision for doubtful accounts receivable | 604,000 | 840,000 | 2,681,000 |
Deferred income taxes | -16,175,000 | 2,739,000 | 4,567,000 |
Amortization of deferred financing charges and original issue discount | 2,529,000 | 2,510,000 | 2,395,000 |
Loss on early extinguishment of debt | 17,175,000 | ' | 16,629,000 |
Stock-based compensation | 17,960,000 | 9,120,000 | 5,509,000 |
Excess tax benefit from stock-based compensation | 14,000 | -14,000 | ' |
Loss on disposal of assets | 399,000 | 47,000 | 188,000 |
Changes in fair value of contingent acquisition consideration | 16,065,000 | -2,645,000 | 292,000 |
Change in operating assets and liabilities, net of effect of business acquisitions | ' | ' | ' |
Accounts receivable | -6,218,000 | 7,702,000 | -16,120,000 |
Prepaid expenses and other assets | 4,000,000 | -11,144,000 | 3,321,000 |
Accounts payable | -1,632,000 | -1,208,000 | -4,217,000 |
Accrued expenses | 18,686,000 | -5,614,000 | 9,420,000 |
Other liabilities | 1,840,000 | -4,868,000 | -5,035,000 |
Deferred revenue | -69,000 | -2,369,000 | -1,429,000 |
Net cash provided by operating activities | 105,303,000 | 77,281,000 | 48,315,000 |
Cash flows from investing activities | ' | ' | ' |
Purchases of furniture, fixtures and equipment and capitalized website development costs | -11,093,000 | -13,637,000 | -6,245,000 |
Cash used in business acquisitions, net | -22,125,000 | -31,393,000 | -89,469,000 |
Restricted cash | 5,000 | -304,000 | 2,000 |
Net cash used in investing activities | -33,213,000 | -45,334,000 | -95,712,000 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of long term debt | 300,000,000 | ' | ' |
Underwriting fees and direct costs on issuance of long term debt | -11,882,000 | ' | -2,950,000 |
Repurchase of long term debt | -209,024,000 | ' | -117,337,000 |
Cash paid for acquisition earnouts and contingent acquisition consideration | -7,500,000 | -5,626,000 | -576,000 |
Purchase of Company common stock | ' | -591,000 | ' |
Proceeds from issuance of common stock, net of costs | 2,830,000 | 1,462,000 | 170,319,000 |
Payments to dissenting shareholders | ' | ' | -61,253,000 |
Excess tax benefit from stock-based compensation | -14,000 | 14,000 | ' |
Net cash provided by (used in) financing activities | 74,410,000 | -4,741,000 | -11,797,000 |
Effect of exchange rate on cash and cash equivalents | -19,000 | 171,000 | -223,000 |
Net increase (decrease) in cash | 146,481,000 | 27,377,000 | -59,417,000 |
Cash - beginning of period | 83,590,000 | 56,213,000 | 115,630,000 |
Cash - end of period | 230,071,000 | 83,590,000 | 56,213,000 |
Supplemental disclosure of other cash flow activities | ' | ' | ' |
Cash paid for interest | 25,826,000 | 23,292,000 | 35,186,000 |
Cash (refunded) paid for taxes, net of (payments) refunds | -10,853,000 | 19,705,000 | -222,000 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' | ' |
Contingent acquisition consideration | 11,600,000 | 20,800,000 | 2,130,000 |
Acquisition related payables | ' | $1,400,000 | $532,000 |
Organization_And_Summary_Of_Si
Organization And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. | |
2011 Merger and Recapitalization | |
On June 21, 2011, Bankrate’s parent company at the time, BEN Holdings, Inc. (“Holdings”), a majority owned subsidiary of Ben Holdings S.à.r.l, merged with and into the Company with the Company surviving the merger (“2011 Merger”). In connection with the 2011 Merger, Holdings underwent an internal recapitalization in which all preferred and common shares of Holdings were exchanged for shares of a single series of common stock of Holdings (the “Recapitalization”). As a result of the Recapitalization and 2011 Merger, all preferred and common stock (other than restricted stock) of the Company were cancelled and all shares of common stock of Holdings were converted into common stock of the Company. Immediately following the Recapitalization and 2011 Merger, the Company had 87,500,000 shares of common stock issued and outstanding, including 120,135 shares of restricted stock. The surviving corporation in the 2011 Merger retained the name “Bankrate, Inc.” The 2011 Merger was accounted for as a common control merger and in a manner similar to a pooling of interests. Accordingly, Holdings and Bankrate were consolidated retroactively to the earliest period presented, using the historical cost basis of each entity. The common stock, per common share, and increase in authorized share amounts in these consolidated financial statements and notes to consolidated financial statements have been presented to retroactively reflect these transactions to the earliest period presented. | |
Basis of Presentation | |
The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc. (“NetQuote”), NetQuote Inc., CreditCards.com, Inc. (“CreditCards”), 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. | |
New Accounting Pronouncements | |
Recently Adopted Pronouncements | |
In May 2011, the FASB issued 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 June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 amends Topic 220, Comprehensive Income, to give an entity the option for presenting the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendment in this update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. The amendments in this update defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. The adoption of ASU 2011-05 and subsequent amendment in ASU 2011-12 as of January 1, 2012 did not have a material impact on the Company's consolidated financial statements and the deferred changes in ASU 2011-12 are not expected to have a material impact upon adoption. | |
In the first quarter of 2012, Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2011-08, "Testing Goodwill for Impairment" became effective. ASU 2011-08 allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e., the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, a quantitative calculation would not be needed. The adoption of ASU 2011-08 did not have a material impact on the company's financial position, results of operations or cash flows. | |
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of ASU 2012-02 as of August 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 did not have a material impact on the Company's consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). ASU 2013-02 requires registrants to provide information about the amounts reclassified out of AOCL by component. In addition, an entity is required to present significant amounts reclassified out of AOCL by the respective line items of net income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company will reflect the impact of these amendments beginning with the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2013. As the new standard does not change the current requirements for reporting net income or other comprehensive income in the financial statements, the Company's financial position, results of operations or cash flows have not been impacted. | |
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. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements. | |
Recently Issued Pronouncements, Not Adopted as of December 31, 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. | |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Organization And Summary Of Significant Accounting Policies [Abstract] | ' | |||
Summary Of Significant Accounting Policies | ' | |||
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. We believe that the judgments, estimates and assumptions involved in the accounting for revenue recognition, income taxes, the allowance for doubtful accounts receivable, useful lives of intangible assets, share based payments and intangible asset impairment, goodwill impairment, acquisition accounting including the fair value of contingent acquisition consideration, and contingencies have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Actual results could differ from those estimates. | ||||
Cash and Cash Equivalents | ||||
We consider all highly liquid debt investments purchased with an original maturity of less than three months to be cash equivalents. The carrying value of these investments approximates fair value. As of December 31, 2013, our cash and cash equivalents consisted of approximately $228.3 million of operating cash subject to the $250,000 FDIC insured deposit limit, approximately $1.4 million held in British pound sterling and $397,000 held in Renminbi in China. | ||||
Allowance for Doubtful Accounts | ||||
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We look at historical write-offs and sales growth when determining the adequacy of the allowance. Should the financial condition of our customers deteriorate, resulting in an impairment of their ability to make payments, or if the level of accounts receivable increases, the need for possible additional allowances may be necessary. Any additions to the allowance for doubtful accounts are recorded as bad debt expense and included in general and administrative expenses. During the years ended December 31, 2013, 2012 and 2011 we charged approximately $604,000, $840,000 and $2.7 million, respectively, to bad debt expense. During the years ended December 31, 2013, 2012 and 2011 we wrote off (net of recoveries) approximately $642,000, $1.7 million and $2.1 million, respectively, of accounts deemed uncollectible. | ||||
Furniture, Fixtures and Equipment | ||||
Furniture, fixtures and equipment are stated at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful lives of the improvements. Certain equipment held under capital leases are classified as equipment and the related obligations are recorded as capital lease obligations. | ||||
Intangible Assets | ||||
Intangible assets consist primarily of domain names and URLs, customer relationships, affiliate relationships and developed technologies acquired in connection with the Bankrate Acquisition and our subsequent acquisitions. Intangible assets are being amortized over their estimated useful lives on both straight-line and accelerated bases. | ||||
Impairment of Long-Lived Assets Including Intangible Assets with Finite Lives | ||||
ASC 360, Property, Plant and Equipment, requires that long-lived assets including intangible assets with finite lives be amortized over their estimated useful life and reviewed for impairment. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets including intangible assets with finite lives may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of such assets by determining whether the carrying value will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of such assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. | ||||
There was no impairment of long-lived assets including intangible assets with finite lives for the years ended December 31, 2013, 2012 and 2011. | ||||
Goodwill | ||||
The Company records the excess of purchase price over the fair value of the tangible and identified intangible assets acquired as goodwill. The goodwill is tested for impairment annually, as well as when an event, or change in circumstances, indicates an impairment may have occurred. In accordance with ASC 350, Intangibles—Goodwill and Other, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (a likelihood of more than 50%) that the fair value of our reporting unit is less than its carrying amount. We have determined that we have one segment and one reporting unit. We perform this assessment annually, on October 1st of each year, or more frequently, if facts and circumstances warrant a review, at the reporting unit level. If after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of the reporting unit is less than the carrying value then we conclude that we have no goodwill impairment and no further testing is performed, otherwise, we proceed to the two-step process. The first step under the two step process, since the carrying amount of our reporting unit is greater than zero, is to compare the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. We performed impairment evaluations in each period presented and concluded that there was no impairment of goodwill. | ||||
Website and Internal-Use Software Development Costs | ||||
We account for website development costs under ASC 350-50, Intangibles—Goodwill and Other—Website Development Costs. ASC 350-50 provides guidance on the accounting for the costs of development of company websites, dividing the website development costs into five stages: (1) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (2) the website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the website, (3) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (4) the content development stage, during which the information to be presented on the website, which may be either textual or graphical in nature, is developed, and (5) the operating stage, during which training, administration, maintenance and other costs to operate the existing website are incurred. The costs incurred in the website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use which are accounted for under ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The Company expenses all costs that relate to the preliminary project and post-implementation operation phases of development as product development expense. Costs incurred in the application development phase are capitalized until the project is completed and the asset is placed in service. The Company capitalized website and internal-use software development costs totaling approximately $5.9 million, $5.2 million and $2.8 million during the years ended December 31, 2013, 2012 and 2011, respectively which are recorded as a component of other assets on the balance sheet. These amounts are amortized over a three year period upon being placed into service and transferred to furniture, fixtures and equipment. | ||||
Basic and Diluted Income (Loss) Per Share | ||||
We compute basic income (loss) per share by dividing net income (loss) for the year by the weighted average number of shares outstanding for the year. Diluted income (loss) per share includes the effects of dilutive common stock equivalents, consisting of outstanding share-based awards, unrecognized compensation expense and tax benefits in accordance with ASC 718, Compensation – Stock Compensation, to the extent the effect is not antidilutive, using the treasury stock method. Since we had a net loss attributable to common shareholders, basic and diluted loss per share are the same for the years ended December 31, 2013 and 2011. | ||||
Deferred Compensation Plan | ||||
During 2002, we established a non-qualified deferred compensation plan that permits eligible employees to defer a portion of their compensation. The deferred compensation liability (other non-current liabilities) was $222,000 and $194,000 at December 31, 2013 and 2012, respectively. We have established a grantor trust (Rabbi Trust) to provide funding for benefits payable under our non-qualified deferred compensation plan. The assets held in the trust amounted to $168,000 and $141,000 at December 31, 2013 and 2012, respectively. The Rabbi Trust’s assets consist of short-term cash investments and a managed portfolio of equity securities. These assets are included in other assets in the accompanying consolidated balance sheets. | ||||
Deferred Financing Costs | ||||
In connection with the issuance of the Senior Notes on August 7, 2013, the Company incurred approximately $7.2 million in underwriting fees and direct costs that have been classified as deferred financing costs related to the issuance of the Senior Notes, which are amortized to interest expense using the effective interest method over the term of the related debt. | ||||
In connection with the issuance of the New Credit Agreement in an aggregate amount of $70.0 million in August 2013, the Company incurred $1.5 million in bank and legal fees. These fees have been classified as deferred financing costs and are being amortized to interest expense using a straight line method over the term of the New Credit Agreement. | ||||
In connection with the issuance of the Senior Secured Notes on July 13, 2010, the Company incurred approximately $11.6 million in underwriting fees and direct costs that have been classified as deferred financing costs related to the issuance of the Senior Secured Notes, which are amortized to interest expense using the effective interest method over the term of the related debt. | ||||
In connection with the issuance of the Revolving Credit Facilities in an aggregate amount of $100.0 million in June 2011, the Company incurred $3.0 million in bank and legal fees. These fees have been classified as deferred financing costs and are being amortized to interest expense using a straight line method over the term of the Revolving Credit Facilities. | ||||
During the years ended December 31, 2013, 2012 and 2011, we amortized approximately $2.1 million, $2.2 million and $2.0 million, respectively, in deferred financing costs which is recorded in interest expense. In addition, the Company expensed approximately $3.4 million and $3.5 million of deferred financing cost in August 2013 and June 2011 as a result of the redemption of $195.0 million and $105.0 million aggregate principal amount of outstanding Senior Secured Notes, respectively, which are included in loss on early extinguishment of debt on the accompanying consolidated statements of comprehensive income (loss). At December 31, 2013 and 2012, deferred financing costs had a balance of approximately $6.7 million and $6.2 million, respectively, and are included in other assets on the accompanying consolidated balance sheets. | ||||
Income Tax Expense (Benefit) | ||||
We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies varies, adjustments to the carrying value of the deferred tax assets and liabilities may be required. Valuation allowances are based on the “more likely than not” criteria of ASC 740. | ||||
The accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We recognize interest and penalties on uncertain tax positions as a component of income tax expense. | ||||
Foreign Currency Translation | ||||
Our foreign operations generally use the local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the year. The impact of currency fluctuations is recorded in accumulated other comprehensive loss as a currency translation adjustment. | ||||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) consists of net income (loss) and other gains (losses) for foreign currency translation that, under generally accepted accounting principles, are excluded from net income (loss). | ||||
Revenue Recognition | ||||
Online revenue comprised 98%, 98% and 98% of total revenues during the years ended December 31, 2013, 2012 and 2011, respectively. Online advertising is the sale of advertising, sponsorships, hyperlinks, and lead generation within our Online Network through Bankrate.com, Interest.com, Bankaholic.com, Mortgage-calc.com, CreditCardGuide.com, Nationwidecardservices.com, Creditcardsearchengine.com, Feedisclosure.com, Insureme.com, Bankrate.com.cn (China), CreditCards.com, Creditcards.ca, Netquote.com, CD.com, CarInsuranceQuotes.com and InsWeb.com. The print publishing and licensing business is primarily engaged in the sale of advertising in the Mortgage Guide and CD & Deposit Guide rate tables, newsletter subscriptions, and licensing of research information. | ||||
Online Revenue | ||||
Our online revenue is primarily derived from three monetization methods: display advertising, hyperlink advertising and lead generation advertising. In general, the amount of advertising we sell is a function of a number of market conditions including (1) the number of visitors to our Online Network, (2) the number of ad pages we serve to those visitors, (3) the click-through rate of our visitors on hyperlinks, (4) the number of advertisements per page, (5) the rate at which visitors apply for financial product offerings, and (6) advertiser demand. | ||||
Lead generation revenue consists of cost-per-approval (CPA) and cost-per-lead (CPL) revenue. We generate lead generation revenue by delivering measurable online marketing results to our clients in the credit card and personal insurance vertical categories. These results are typically in the form of qualified leads, the outcomes of customers submitting an application for a credit card, or customers being contacted regarding a quote for a personal insurance product. These qualified leads are generated from our marketing activities on our websites or on third party websites with whom we have relationships. For credit card issuers that pay on a per approved application basis, revenue is earned and recognized monthly in the month when a credit card application is approved for issuance and is based on the number of approvals reported by the advertiser, subject to our verification. For customers that pay on a per application or per-click-through basis, revenue is recognized monthly in the month such activity is completed. For personal insurance products, clients pay us on a per lead basis whether or not they convert into customers. Revenue is recognized from each lead at the time the consumer information is delivered to the insurance agent and the Company has no further obligation to the consumer or insurance agent. Our insurance customers may apply for credits on leads sold that are determined to be invalid. Revenue is reduced by credits matched to the month the lead was delivered. Depending on the product, customers have between 5 and 10 days following month end to request credit for a lead purchased in the previous month, after which credit requests are no longer accepted and credits are no longer granted. | ||||
We also sell hyperlinks (e.g., in our interest rate or insurance table listings) on our online network on a cost-per-click (CPC) and on a cost-per-call basis. We generate revenue upon delivery of qualified and reported click-throughs to our advertisers from a hyperlink in a rate or insurance rate table listing and qualified phone calls. These advertisers pay us a designated transaction fee for each click-through or phone call, which occurs when a user clicks on any of their advertisement listings or makes a phone call to the advertiser. Each phone call or click-through on an advertisement listing represents a completed transaction once it passes our filtering validation process. | ||||
Additionally, display advertising on our online network consisting primarily of leaderboards, banners, badges, islands, posters, and skyscraper advertisements. These advertisements are sold to advertisers on a cost-per-thousand impressions (“CPM”) and to a lesser extent on a fixed-billed campaign basis. Display advertising sales are invoiced monthly at amounts based on specific contract terms predominantly based on the number of impressions actually delivered to the advertiser and to a lesser extent (less than 1% of total online revenue for all periods presented), on a contractual fixed bill basis. Revenue is recognized monthly based on the actual number of impressions delivered with any undelivered contracted billed impressions deferred on the Balance Sheet and recognized when impressions are delivered. We monitor fixed bill campaigns weekly and strive to match our fixed bill contracted impression terms to actual impressions delivered and make changes to our delivery schedule so that actual delivery and contracted impressions remain relatively consistent. | ||||
We partner with vertical content websites that attract Internet visitors from organic search engine rankings due to the quality and relevancy of their content to search engine users. We are also involved in arrangements with certain online partners where the consumer uses co-branded sites hosted by us. With these partners, we have entered into revenue sharing arrangements based on the revenue earned from their visitors. Revenue is recorded at gross amounts and partnership payments are recorded in cost of revenue, pursuant to the provisions of ASC 605-45, Revenue Recognition—Principal Agent Considerations. | ||||
In certain instances, customers prepay for our services and these unearned amounts are booked as deferred revenue and customer deposits. | ||||
Print Publishing and Licensing Revenue | ||||
Print publishing and licensing revenue represents advertising revenue from the sale of advertising in the Mortgage Guide and CD & Deposit Guide (formerly called Consumer Mortgage Guide) rate tables, newsletter subscriptions, and licensing of research information. We charge a commission for placement of the Mortgage Guide and CD & Deposit Guide in a print publication. Advertising revenue and commission income is recognized when the Mortgage Guide and CD & Deposit Guide run in the publication. Revenue from our newsletters is recognized ratably over the period of the subscription, which is generally up to one year. Revenue from the sale of research information is recognized ratably over the contract period. | ||||
We also earn fees from distributing editorial rate tables that are published in newspapers and magazines across the United States, from paid subscriptions to three newsletters, and from providing rate surveys to institutions and government agencies. In addition, we license research data under agreements that permit the use of rate information we develop to advertise the licensee’s products in print, radio, television, and website promotions. Revenue for these products is recognized ratably over the contract/subscription periods. | ||||
Marketing Expenses | ||||
Marketing costs represent expenses associated with expanding brand awareness of our products and services to consumers and include key word (pay-per-performance) campaigns on Internet search engines, print and Internet advertising, marketing and promotion costs. Marketing costs are expensed as incurred. During the years ended December 31, 2013, 2012 and 2011, we incurred approximately $105.2 million, $119.8 million and $81.6 million, respectively, in direct advertising expense. | ||||
Segment Reporting | ||||
The Company operates in one reportable business segment. We evaluate the operating performance of our business as a whole. Our chief operating decision maker (i.e., Chief Executive Officer) reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by type for purposes of allocating resources and evaluating financial performance. There are no business unit managers who are held accountable by our chief operating decision maker, or anyone else, for operations, operating results, budgeting and strategic planning for levels or components below the consolidated unit level. | ||||
Fair Value Measurement | ||||
Fair value, in accordance with ASC 820, Fair Value Measurement, is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques include the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques may be based upon observable and unobservable inputs. The three levels of inputs used to measure fair value pursuant to the guidance are as follows: | ||||
· | Level 1—Quoted prices in active markets for identical assets or liabilities. | |||
· | Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||
· | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||
Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accrued interest, and our Senior Secured Notes. Given their short term nature, the carrying amounts of cash and cash equivalents, accounts receivable and accrued interest approximate estimated fair value and are considered Level 1 investments. The Senior Secured Notes are considered Level 2 investments and the Company uses market information in measuring the fair value. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. | ||||
Contingent liabilities include contingent acquisition consideration in connection with certain earnout provisions included in certain of the Company’s acquisitions. The contingent liabilities are recognized at fair value on the acquisition date and remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of income. The fair value of the contingent acquisition consideration liability is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates of the contingent consideration absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent acquisition consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. See Note 7 for further information. | ||||
Stock-Based Compensation | ||||
We account for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date of ASC 718 and are subsequently modified. See Note 8 for further information regarding our stock-based compensation assumptions and expense. | ||||
Reclassification | ||||
Certain reclassifications have been made to the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31, 2012 and 2011 to conform to the presentation for the fiscal year ended December 31, 2013. | ||||
Financial_Statement_Details
Financial Statement Details | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Financial Statement Details [Abstract] | ' | |||||
Financial Statement Details | ' | |||||
NOTE 3 – FINANCIAL STATEMENT DETAILS | ||||||
Prepaid Expenses and Other Current Assets | ||||||
Prepaid expenses and other current assets consisted of the following: | ||||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Prepaid income taxes | $ | 1,733 | $ | 11,316 | ||
Other current assets | 8,003 | 2,375 | ||||
$ | 9,736 | $ | 13,691 | |||
Furniture, Fixtures and Equipment | ||||||
Furniture, fixtures and equipment consisted of the following: | ||||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Furniture and fixtures | $ | 764 | $ | 643 | ||
Computers and software | 28,764 | 20,098 | ||||
Equipment | 1,315 | 635 | ||||
Leasehold improvements | 1,777 | 1,499 | ||||
32,620 | 22,875 | |||||
Less accumulated depreciation and amortization | 19,690 | 12,851 | ||||
$ | 12,930 | $ | 10,024 | |||
Depreciation expense was approximately $6.9 million, $5.7 million and $4.1 million for the years ended December 31, 2013, 2012 and 2011. The net book value of equipment recorded under capital leases was approximately $21,000 and $42,000 at December 31, 2013 and 2012, respectively. | ||||||
Accrued Expenses | ||||||
Accrued expenses consisted of the following: | ||||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Income and franchise taxes | $ | 12,537 | $ | 1,067 | ||
Accrued payroll and related benefits | 8,370 | 1,888 | ||||
Due to distribution partners | 7,513 | 6,948 | ||||
Marketing | 4,283 | 3,850 | ||||
Other | 7,843 | 8,280 | ||||
$ | 40,546 | $ | 22,033 | |||
Other Current Liabilities | ||||||
Other current liabilities consisted of the following: | ||||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Current contingent acquisition consideration | $ | 24,529 | $ | 6,350 | ||
Other | 66 | 49 | ||||
$ | 24,595 | $ | 6,399 | |||
Other Liabilities | ||||||
Other liabilities consisted of the following: | ||||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Noncurrent contingent acquisition consideration | $ | 14,233 | $ | 12,247 | ||
Liability for uncertain tax positions | 10,397 | 9,552 | ||||
Other | 1,038 | 667 | ||||
$ | 25,668 | $ | 22,466 | |||
Goodwill_And_Intangible_Assets
Goodwill And Intangible Assets | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Goodwill And Intangible Assets [Abstract] | ' | |||||||||||
Goodwill And Intangible Assets | ' | |||||||||||
NOTE 4 – GOODWILL AND INTANGIBLE ASSETS | ||||||||||||
Goodwill activity for the fiscal year ended December 31, 2013 is shown below: | ||||||||||||
Balance, January 1, 2013 | $ | 602,173 | ||||||||||
Acquisition of certain assets and liabilities of various entities | 9,802 | |||||||||||
Balance, December 31, 2013 | $ | 611,975 | ||||||||||
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. During the fiscal year ended December 31, 2012, the Company entered into a three year exclusive arrangement with one of its partners. In connection with the new contract, the Company recognized a $5 million intangible asset, valued based on the relative fair value of estimated contract costs, related to certain exclusive rights and is amortizing such asset over a period of three years in proportion to the income derived from such asset. During the fiscal year ended December 31, 2013, the Company had a change in estimate related to the expected income to be derived from the exclusive arrangement and as a result recorded an additional $1.5 million of amortization expense as a result of the change in estimate. The Company recorded amortization expense related to this asset of $2.6 million and $983,000 for the fiscal years ended December 31, 2013 and 2012, respectively. During the fiscal year ended December 31, 2012, the Company shortened the useful lives of certain developed technology intangible assets and recorded an additional $274,000 of amortization expense as a result of the change in estimate. | ||||||||||||
Intangible assets subject to amortization were as follows as of December 31, 2013: | ||||||||||||
(In thousands) | Cost | Accumulated Amortization | Net | Weighted Average Amortization Period Years | ||||||||
Trademarks and URLs | $ | 256,013 | -53,681 | 202,332 | 16.9 | |||||||
Customer relationships | 229,041 | -100,077 | 128,964 | 8.7 | ||||||||
Affiliate network | 22,740 | -11,721 | 11,019 | 8.3 | ||||||||
Developed technology | 24,133 | -16,242 | 7,891 | 4.4 | ||||||||
$ | 531,927 | $ | -181,721 | $ | 350,206 | 12.4 | ||||||
Intangible assets subject to amortization were as follows as of December 31, 2012: | ||||||||||||
(In thousands) | Cost | Accumulated Amortization | Net | Weighted Average Amortization Period Years | ||||||||
Trademarks and URLs | $ | 243,557 | -33,738 | 209,819 | 17.4 | |||||||
Customer relationships | 229,009 | -71,745 | 157,264 | 8.7 | ||||||||
Affiliate network | 20,840 | -10,926 | 9,914 | 8.2 | ||||||||
Developed technology | 17,692 | -11,957 | 5,735 | 4.2 | ||||||||
$ | 511,098 | $ | -128,366 | $ | 382,732 | 12.7 | ||||||
Amortization expense for the years ended December 31, 2013, 2012 and 2011 was $53.3 million, $47.1 million and $39.4 million, respectively. | ||||||||||||
Future amortization expense as of December 31, 2013 is expected to be: | ||||||||||||
Amortization | ||||||||||||
(In thousands) | Expense | |||||||||||
2014 | $ | 50,526 | ||||||||||
2015 | 48,632 | |||||||||||
2016 | 47,674 | |||||||||||
2017 | 42,755 | |||||||||||
2018 | 32,821 | |||||||||||
Thereafter | 127,798 | |||||||||||
Total expected amortization expense for intangible assets | $ | 350,206 | ||||||||||
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Earnings Per Share | ' | |||||||||
NOTE 5 – 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 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: | ||||||||||
Fiscal year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||
(In thousands, except share and per share data) | 2013 | 2012 | 2011 | |||||||
Net (loss) income | $ | -10,002 | $ | 29,331 | $ | -13,422 | ||||
Weighted average common shares outstanding for basic earnings per share | 100,108,316 | 99,985,782 | 94,160,687 | |||||||
Additional dilutive shares related to share based awards | - | 845,677 | - | |||||||
Weighted average common shares outstanding for diluted earnings per share | 100,108,316 | 100,831,459 | 94,160,687 | |||||||
Basic and diluted net (loss) income per share: | ||||||||||
Basic | $ | -0.1 | $ | 0.29 | $ | -0.14 | ||||
Diluted | $ | -0.1 | $ | 0.29 | $ | -0.14 | ||||
For the fiscal years ended December 31, 2013, 2012 and 2011, there were 5,058,543, 4,965,654 and 5,000,000 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 fiscal year ended December 31, 2013, 2012 and 2011 there were 973,193, 0 and 112,135 restricted shares, respectively, which are not included in the calculation of diluted earnings per share because their impact would have been anti-dilutive. | ||||||||||
Geographic_Data_And_Concentrat
Geographic Data And Concentrations | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Geographic Data And Concentrations [Abstract] | ' | ||||||
Geographic Data And Concentrations | ' | ||||||
NOTE 6 – GEOGRAPHIC DATA AND CONCENTRATIONS | |||||||
No single country outside of the U.S. accounted for more than 10% of revenue during the fiscal years ended December 31, 2013, 2012 and 2011. There was one customer that accounted for 11% net sales during the fiscal year ended December 31, 2013 and there were two customers that each accounted for 10% of net sales during the fiscal year ended December 31, 2012 and 2011. There were no customers with accounts receivable balances that constituted more than 10% of the accounts receivable balance as of December 31, 2013. One customer’s accounts receivable balances constituted 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 fiscal year ended December 31, 2013, 2012 and 2011, and long-lived assets related to the U.S. and international operations as of December 31, 2013 and December 31, 2012 are as follows: | |||||||
Fiscal year ended | |||||||
December 31, | December 31, | ||||||
(In thousands) | 2013 | 2012 | |||||
Revenue: | |||||||
USA | $ | 452,335 | $ | 449,909 | |||
International | 5,097 | 7,255 | |||||
$ | 457,432 | $ | 457,164 | ||||
Revenue: | |||||||
Online | $ | 450,082 | $ | 449,061 | |||
7,350 | 8,103 | ||||||
$ | 457,432 | $ | 457,164 | ||||
December 31, | December 31, | ||||||
(In thousands) | 2013 | 2012 | |||||
Long lived assets: | |||||||
USA | $ | 970,903 | $ | 990,290 | |||
International | 4,208 | 4,639 | |||||
Balance, end of period | $ | 975,111 | $ | 994,929 | |||
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||
Fair Value Measurement | ' | ||||||||||||
NOTE 7 – FAIR VALUE MEASUREMENT | |||||||||||||
The carrying amounts of cash, accounts receivable and 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 December 31, 2013 and December 31, 2012: | |||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
(In thousands) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||
Financial Liabilities: | |||||||||||||
Long term debt | $ | 297,021 | $ | 312,000 | $ | 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 of the projected results of the acquired business. In determining the fair value of contingent acquisition consideration, the Company reviews current results of the acquired business along with projected results for the remaining earnout period to calculate the expected contingent acquisition consideration to be paid using the agreed upon formula as laid out in the acquisition agreements. | |||||||||||||
The following tables present the Company’s fair value measurements of its contingent acquisition consideration as of December 31, 2013 and 2012 using the fair value hierarchy. | |||||||||||||
Fair Value Measurement at December 31, 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 | $ | - | $ | - | $ | 38,762 | $ | 38,762 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 38,762 | $ | 38,762 | |||||
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 for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
Contingent Acquisition Consideration | |||||||||||||
Fiscal year ended | |||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | 31-Dec-11 | ||||||||||
Balance at beginning of period | $ | 17,197 | $ | 3,668 | $ | 190 | |||||||
Additions to Level 3 | 11,600 | 20,800 | 3,186 | ||||||||||
Transfers into Level 3 | - | - | - | ||||||||||
Transfers out of Level 3 | -100 | - | - | ||||||||||
Change in fair value | 16,065 | -2,645 | 292 | ||||||||||
Payments | -6,000 | -4,626 | - | ||||||||||
Balance at end of period | $ | 38,762 | $ | 17,197 | $ | 3,668 | |||||||
The unobservable inputs used by the Company in determining the fair value of contingent acquisition consideration for earnout periods not yet completed include a discount factor of 16% based on the Company’s weighted average cost of capital and projected results of the acquired businesses. The fair value calculated as of December 31, 2013 is subject to sensitivity as it relates to the projected results of the acquired businesses. Each calculation is based on a separate formula and results that differ from our projections could impact the fair value significantly. During the year ended December 31, 2013, the Company changed certain estimates of the projected results of acquired businesses that resulted in an increase in the fair value of contingent acquisition consideration and a charge to operating income of $10.1 million. The remaining $6.0 million recorded in the change in fair value of contingent acquisition consideration during the year ended December 31, 2013 related to the passage of time. As of December 31, 2013, $18.3 million of the $38.8 million total contingent acquisition consideration recorded represents actual payments to be made and therefore no change to the unobservable inputs would result in a change in the fair value recorded. In addition, the remaining $20.5 million represents the discounted fair value of the maximum payments allowed under the acquisition agreements and therefore only a change to the discount factor used could resulting in an increase to the fair value recorded as of December 31, 2013. | |||||||||||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
NOTE 8 – STOCK-BASED COMPENSATION | |||||||||||||
The Company’s stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of non-qualified stock options and restricted stock. | |||||||||||||
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 December 31, 2013, 5,260,937 shares were available for future issuance under the 2011 plan. | |||||||||||||
During the fiscal year ended December 31, 2012, the Company updated its calculation of stock-based compensation expense to use a higher forfeiture rate based on actual forfeitures during the previous twelve months rather than the forfeiture rate estimated in June 2011 based on historical experience. The result of this change in estimate to increase the forfeiture rate was recognized as a cumulative catch up adjustment in June 2012 to reduce stock-based compensation expense by $724,000. | |||||||||||||
During the fiscal year ended December 31, 2013, the Company modified certain stock options granted to the CEO in 2011. The modification resulted in the accelerated vesting of all then current unvested options and the extension of the exercise period of then current vested options by two years. These modifications resulted in additional compensation cost of approximately $4.4 million. | |||||||||||||
The stock-based compensation expense for stock options and restricted stock awards recognized in our consolidated statements of comprehensive income (loss) for the fiscal years ended December 31, 2013, 2012 and 2011 is as follows: | |||||||||||||
Fiscal year ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Cost of revenue | $ | 790 | $ | 599 | $ | 445 | |||||||
Operating expenses: | |||||||||||||
Sales | 1,767 | 1,387 | 899 | ||||||||||
Marketing | 1,321 | 1,013 | 520 | ||||||||||
Product development | 1,667 | 1,492 | 985 | ||||||||||
General and administrative | 12,415 | 4,629 | 2,660 | ||||||||||
Total stock-based compensation | $ | 17,960 | $ | 9,120 | $ | 5,509 | |||||||
Restricted Stock | |||||||||||||
During the fiscal year ended December 31, 2013, we awarded 1,079,154 shares of restricted common stock to employees located throughout the United States. In June 2011, we awarded 120,135 shares of restricted common stock to employees located throughout the United States. An additional 500 shares were awarded during 2011 to employee located in the United Kingdom. These restricted stock grants are valued based on the market price of the common stock on the date of grant. Compensation expense arising from restricted stock grants with cliff vesting is recognized using the straight line method over the vesting period. | |||||||||||||
The restricted stock awards issued in 2013 vest in equal installments after the first, second and third anniversaries of the grant date subject to continued employment through the applicable vesting date. As of December 31, 2013 and 2012, there were 973,193 and 0 restricted stock grants outstanding. | |||||||||||||
The following table summarizes restricted stock award activity for the fiscal years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Weighted Average | |||||||||||||
Number of | Grant Date | ||||||||||||
Shares | Fair Value | ||||||||||||
Balance, January 1, 2011 | - | - | |||||||||||
Granted | 120,635 | $ | 15.00 | ||||||||||
Vested and released | - | - | |||||||||||
Forfeited | -8,500 | $ | 15.00 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2011 | 112,135 | $ | 15.00 | ||||||||||
Granted | - | - | |||||||||||
Vested and released | -102,035 | $ | 15.00 | ||||||||||
Forfeited | -10,100 | $ | 15.00 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2012 | - | - | |||||||||||
Granted | 1,079,154 | $ | 15.59 | ||||||||||
Vested and released | -70,000 | $ | 14.77 | ||||||||||
Forfeited | -35,961 | $ | 15.37 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2013 | 973,193 | $ | 15.66 | ||||||||||
Stock-based compensation expense for the fiscal years ended December 31, 2013, 2012 and 2011 included approximately $4.2 million, $575,000 and $955,000 related to restricted stock awards, respectively. During the fiscal year ended December 31, 2013, the Company modified certain restricted stock awards granted to its CEO. The modification accelerated the vesting of all outstanding restricted shares and resulted in additional compensation cost of approximately $1.1 million. As of December 31, 2013, there was $11.9 million of unrecognized compensation cost related to non-vested restricted stock awards, expected to be recognized over approximately 2.4 years. | |||||||||||||
Performance Based Restricted Shares | |||||||||||||
During the fiscal year ended December 31, 2013 we granted 422,000 performance based restricted shares with an average grant date fair value of $14.77 per share. The shares included a performance condition and the number of shares ultimately issued was determined based on the Company’s performance for the fiscal year ending December 31, 2013. No stock-based compensation expense has been recorded during the fiscal year ended December 31, 2013 as the satisfaction of the performance condition was not achieved and all performance shares are expected to be cancelled. | |||||||||||||
Stock Options | |||||||||||||
We use the Black-Scholes option pricing model to determine the fair value of our stock options. The determination of the fair value of the awards on the date of grant using an option-pricing model is affected by the price of our common stock, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, expected dividends and the estimated forfeiture rate. | |||||||||||||
We estimated the expected term of outstanding stock options by taking the average of the vesting term and the contractual term of the option, as illustrated in ASC 718, Compensation—Stock Compensation. We use the simplified method to estimate the expected term for employee stock option grants as adequate historical experience is not available to provide a reasonable estimate. We will continue to apply the simplified method until enough historical experience is available to provide a reasonable estimate of the expected term for stock option grants. We estimated the volatility of our common stock by using an average of historical stock price volatility of publicly traded entities that are considered peers to Bankrate in accordance with ASC 718. The decision to use a weighted average volatility factor of a peer group was based upon the relatively short period of availability of data on actively traded options on our common stock. We based the risk-free interest rate used in the option pricing model on U.S. Treasury constant maturity issues having remaining terms similar to the expected terms of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest. All share-based payment awards are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. | |||||||||||||
If factors change and we employ different assumptions for estimating share-based compensation expense in future periods or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net income and net income per share. | |||||||||||||
During the fiscal years ended December 31, 2013, 2012 and 2011 we granted stock options for 355,000, 440,000 and 5,210,000 shares. The stock options granted have a weighted average exercise price of $18.46, $19.27 and $15.09 per option, respectively and a contractual term of seven years. Stock option activity was as follows for the fiscal years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Number of | Price | Weighted Average | Aggregate | ||||||||||
Shares | Per Share | Exercise Price | Intrinsic Value | ||||||||||
Balance, January 1, 2011 | - | - | - | ||||||||||
Granted | 5,210,000 | $ | 14.32 - 19.79 | $ | 15.09 | ||||||||
Exercised | - | - | - | ||||||||||
Forfeited | -210,000 | $ | 15.00 | $ | 15.00 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2011 | 5,000,000 | $ | 14.32 - 19.79 | $ | 15.09 | $ | 32,036,400 | ||||||
Granted | 440,000 | $ | 11.17 - 24.25 | $ | 19.27 | ||||||||
Exercised | -97,469 | $ | 15.00 | $ | 15.00 | ||||||||
Forfeited | -336,877 | $ | 15.00 | $ | 15.00 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2012 | 5,005,654 | $ | 11.17 - 24.25 | $ | 15.49 | $ | 51,200 | ||||||
Granted | 355,000 | $ | 11.05 - 20.77 | $ | 18.46 | ||||||||
Exercised | -188,851 | $ | 14.32 - 15.00 | $ | 14.98 | ||||||||
Forfeited | -113,260 | $ | 14.32 - 17.55 | $ | 15.17 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2013 | 5,058,543 | $ | 11.05 - 24.25 | $ | 15.70 | $ | 13,167,000 | ||||||
The following table provides the weighted average grant date fair value of the stock options granted during the fiscal years ended December 31, 2013, 2012 and 2011 using the Black-Scholes option pricing model together with a description of the weighted average assumptions used to calculate the fair value. | |||||||||||||
Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-11 | |||||||||||
Weighted average assumptions: | |||||||||||||
Weighted average grant date fair value | $ | 8.82 | $ | 9.58 | $ | 6.90 | |||||||
Expected volatility | 56.82% | 60.40% | 53.00% | ||||||||||
Risk free rate | 1.18% | 0.69% | 1.40% | ||||||||||
Expected lives | 4.00 Years | 4.75 Years | 4.75 Years | ||||||||||
Expected dividend yield | 0.00% | 0.00% | 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 2.1 million stock options vested during the fiscal year ended December 31, 2013 and there were approximately 3.1 million exercisable stock options as of December 31, 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 ($17.94) 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 December 31, 2013, approximately $14.1 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 1.70 years. | |||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 9 – INCOME TAXES | |||||||||
Income (loss) before income taxes includes losses from foreign operations of approximately $2.6 million, $1.9 million and $1.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
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 2009. | |||||||||
On June 18, 2010, the Internal Revenue Service (“IRS”) notified us of an examination into the 2009 tax year. On April 5, 2012, the Company reached an agreement with the IRS to settle its examination of the 2009 tax year. The Company recorded a total tax benefit of $6.9 million during the fiscal year ended December 31, 2012 related to the IRS settlement. | |||||||||
The components of the income tax (benefit) expense are as follows: | |||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Current: | |||||||||
Federal | $ | 9,083 | $ | 2,267 | $ | 157 | |||
State | 1,653 | 2,491 | 864 | ||||||
Total current | 10,736 | 4,758 | 1,021 | ||||||
Deferred: | |||||||||
Federal | -13,329 | 2,407 | 6,704 | ||||||
State | -2,846 | 332 | -2,137 | ||||||
Total deferred | -16,175 | 2,739 | 4,567 | ||||||
Total income tax (benefit) expense | $ | -5,439 | $ | 7,497 | $ | 5,588 | |||
The difference between income tax (benefit) expense computed at the statutory rate and the reported income tax (benefit) expense is as follows: | |||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Income taxes at statutory rate | $ | -5,404 | $ | 12,890 | $ | -2,742 | |||
State income taxes, net of federal benefit | -2,466 | 2,153 | 574 | ||||||
Foreign losses | 537 | 677 | 471 | ||||||
IRS settlement | - | -2,109 | - | ||||||
Non deductible items related to acquisition | - | - | 2,930 | ||||||
Uncertain tax positions | 3,648 | -4,779 | 8,981 | ||||||
Other acquisition related items | -761 | -1,593 | -2,028 | ||||||
Adjustment to deferred tax assets | -428 | 728 | -202 | ||||||
Change in deferred asset effective rate | - | 266 | -1,467 | ||||||
Other items | -565 | -736 | -929 | ||||||
Total income tax (benefit) expense | $ | -5,439 | $ | 7,497 | $ | 5,588 | |||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Deferred tax assets (liabilities): | |||||||||
Allowance for doubtful accounts | $ | 241 | $ | 256 | |||||
Accrued expenses | 1,427 | 2,604 | |||||||
Prepaid expenses | -1,710 | -923 | |||||||
Net operating loss carryforwards | 2,011 | 1,605 | |||||||
Accrued earnout contingencies | 5,186 | 221 | |||||||
Total current deferred tax assets | 7,155 | 3,763 | |||||||
Intangibles acquired | -99,177 | -99,097 | |||||||
Depreciation and amortization | 28,662 | 23,450 | |||||||
Stock compensation | 11,279 | 4,821 | |||||||
Accrued earnout contingencies | 7,537 | 6,344 | |||||||
Total noncurrent deferred tax liabilities | -51,699 | -64,482 | |||||||
Total net deferred tax liabilities | $ | -44,544 | $ | -60,719 | |||||
Total deferred tax assets and total deferred tax liabilities components of net deferred tax liabilities are as follows: | |||||||||
December 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Deferred tax assets: | |||||||||
Total current deferred assets | $ | 8,865 | $ | 4,686 | |||||
Total noncurrent deferred assets | 47,478 | 34,615 | |||||||
56,343 | 39,301 | ||||||||
Deferred tax liabilities: | |||||||||
Total current deferred liabilities | -1,710 | -923 | |||||||
Total noncurrent deferred liabilities | -99,177 | -99,097 | |||||||
-100,887 | -100,020 | ||||||||
Total net deferred tax liabilities | $ | -44,544 | $ | -60,719 | |||||
As required by ASC 740, Income Taxes, we recognize deferred tax assets on the balance sheet if it is more likely than not that they will be realized on future tax returns. The factors used to assess the likelihood of realization are the reversing impact of our deferred tax liabilities, our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Management believes it is more likely than not that we will realize the benefits of our net deferred tax assets, and thus no valuation allowance was recorded at December 31, 2013. As of December 31, 2013 and 2012, we had net operating loss carry forwards of $0 million and $28.6 million, respectively, for federal income tax purposes, and we had net operating loss carry forwards of $116.8 million and $42.2 million, respectively, for state income tax purposes. These carry forwards will begin to expire in 2025. Certain net operating loss carry forwards may be subject to the limitations of the IRC Section 382. | |||||||||
As required by ASC 740, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. During the years ended December 31, 2013, 2012 and 2011, we recorded a $3.3 million expense, $4.8 million benefit and an $8.8 million expense for unrecognized tax benefits. As of December 31, 2013 and 2012, our liability, including interest and penalties of $701,000 and $415,000, for unrecognized tax benefits was $13.6 million and $10.0 million. As of December 31, 2013 and 2012, $10.4 million and $9.6 million of our total net unrecognized tax benefits is classified as other liabilities and as of December 31, 2013 $2.5 million is classified as current deferred tax assets in the consolidated balance sheets pursuant to ASU 2013-11. | |||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Unrecognized tax benefits, beginning balance | $ | 9,552 | $ | 14,331 | $ | 5,573 | |||
Additions for prior year tax positions | 2,221 | - | - | ||||||
Reductions for prior year tax positions | - | - | - | ||||||
Reductions for lapse in statute | - | - | - | ||||||
Reductions for settlements | - | -4,779 | - | ||||||
Gross increases - current year tax positions | 1,141 | - | 8,758 | ||||||
Unrecognized tax benefits, ending balance | $ | 12,914 | $ | 9,552 | $ | 14,331 | |||
We recognize interest and penalties (if any) on uncertain tax positions as a component of income tax expense. Interest and penalties recognized on uncertain tax positions during the years ended December 31, 2013, 2012 and 2011, were $287,000, $430,000 and $223,000, respectively. Additionally, during the year ended December 31, 2012, we reversed previously accrued interest and penalties of $430,000 in connection with the settlement of the 2009 IRS examination. | |||||||||
In September 2013, the U.S. Internal Revenue Service (IRS) issued new regulations for capitalizing and deducting costs incurred to acquire, produce, or improve tangible property. These new regulations are effective for taxable years beginning on or after January 1, 2014; however, they are considered enacted as of the date of issuance. As a result of the new regulations, the Company is required to review its existing income tax accounting methods related to tangible property, and determine which, if any, income tax accounting method changes are required; whether the Company will file any income tax accounting method changes with its 2014 federal income tax return; and the potential financial statement impact. Because additional implementation guidance from the IRS is anticipated, the Company is in the process of reviewing its existing income tax accounting methods related to tangible property; however, the Company believes that certain of its historical income tax accounting policies may differ from what is prescribed in the new regulations. Based on the Company’s initial assessment, the new regulations will not have a material effect on the Company’s consolidated financial statements. | |||||||||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||
Dec. 31, 2013 | |||
Restructuring Charges [Abstract] | ' | ||
Restructuring Charges | ' | ||
NOTE 10 – RESTRUCTURING CHARGES | |||
In connection with the acquisition of NetQuote Holdings, Inc., CreditCards.com, Inc. and certain assets of InsWeb Corporation (“InsWeb”), the Company adopted a restructuring plan to achieve cost synergies. Accrued severance and related costs were $0 and $0 at December 31, 2013 and 2012, respectively, and is included within accrued expenses on the accompanying consolidated balance sheets. | |||
The restructuring charges and their utilization are summarized as follows: | |||
(In thousands) | |||
Balance at December 31, 2010 | $ | 369 | |
Restructuring charges | 1,272 | ||
Utilized | -630 | ||
Balance at December 31, 2011 | $ | 1,011 | |
Restructuring charges | - | ||
Utilized | -1,011 | ||
Balance at December 31, 2012 | $ | - | |
Restructuring charges | - | ||
Utilized | - | ||
Balance at December 31, 2013 | $ | - | |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies [Abstract] | ' | ||||
Commitments And Contingencies | ' | ||||
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |||||
Legal Proceedings | |||||
From time to time, in the normal course of its operations, the Company is party to litigation and regulatory matters and claims. Litigation and regulatory reviews can be expensive and disruptive to normal business operations. Moreover, the results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. Except as otherwise stated, we have concluded that we cannot estimate the reasonably possible loss or range of loss, including reasonably possible losses in excess of amounts already accrued, for each matter disclosed below. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations. | |||||
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. | |||||
TCPA Litigation | |||||
In October 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 (TCPA) and seeking statutory damages, injunctive relief and attorney fees. The plaintiff alleged that the Company contacted her and the members of the class she sought to represent on their cellular telephones without their prior express consent. On January 16, 2014, the plaintiff and a proposed plaintiff, Julio Acosta, who filed a motion for leave to be added as a plaintiff, entered into a settlement agreement with the Company on an individual basis, at no cost to the Company. On January 17, 2014, the court dismissed the case with prejudice. | |||||
On October 8, 2013, a putative class action lawsuit styled Steven Nicoski v. Bankrate, Inc. was filed against the Company in the United States District Court for the District of Minnesota alleging violations of the TCPA and seeking statutory damages, injunctive relief and attorney fees. The plaintiff alleges that the Company contacted him and the members of the class he seeks to represent on their cellular telephones without their prior express consent. The plaintiff filed a motion for class certification in December 2013 and the parties have now fully briefed the motion. 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, a purported class action suit was brought 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 relief under the federal securities laws, including damages. On January 21, 2014, the plaintiffs filed an Amended Complaint, which asserted claims against the Company, certain officers of the Company, and entities associated with Apax Partners, and dropped the claims asserted against the underwriters and certain Company directors. On February 11, 2014, the Company and the other defendants filed a motion to dismiss. 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. | |||||
Leases | |||||
We lease office space in certain cities in the United States, United Kingdom and in Beijing, China. These leases are accounted for as operating leases. Total rent expense for the years ended December 31, 2013, 2012 and 2011 was approximately $3.6 million, $3.3 million and $3.0 million, respectively. | |||||
We recognize rent expense for operating leases with periods of free rent, step rent provisions and escalation clauses on a straight-line basis over the applicable lease term. We consider lease renewals in the useful life of our leasehold improvements when such renewals are reasonably assured. We take these provisions into account when calculating minimum aggregate rental commitments under non-cancelable operating leases. Future minimum lease payments under non-cancelable operating and capital leases and having initial lease terms in excess of one year as of December 31, 2013 were: | |||||
Operating leases | Capital leases | ||||
Year ending December 31, | |||||
2014 | $ | 3,319 | $ | 135 | |
2015 | 3,528 | 17 | |||
2016 | 2,619 | - | |||
2017 | 969 | - | |||
2018 | 811 | - | |||
Thereafter | 1,133 | - | |||
Total minimum lease payments | $ | 12,379 | 152 | ||
Less interest | 6 | ||||
Present value of minimum capital lease payments | 146 | ||||
Obligations under capital leases, current | 130 | ||||
Obligations under capital leases, noncurrent | $ | 16 | |||
Other Commitments | |||||
We have executed employment agreements with 15 employees, including our President and Chief Executive Officer and other senior executives. Each employment agreement provides for a minimum annual base salary, an annual bonus contingent on our achieving certain performance criteria, and severance provisions ranging from three months to one year's annual base salary. Under the terms of the employment agreements, the individuals are entitled to receive minimum severance amounts of $3.7 million in the aggregate as of December 31, 2013. | |||||
On December 10, 2013, the Company entered into a Separation and Consulting Agreement with its former CEO, Mr. Evans, that provides for the terms of Mr. Evans' retention by the Company as a consultant for a period of two years commencing on January 1, 2014. Mr. Evans will be paid a consulting fee of $40,000 per month and the Company will provide medical and dental insurance benefits on the same terms and conditions as such benefits are provided to other senior executives of the Company generally from time to time. The Company has accrued $990,000 as of December 31, 2013 relating to this agreement. | |||||
Debt
Debt | 12 Months Ended |
Dec. 31, 2013 | |
Debt [Abstract] | ' |
Debt | ' |
NOTE 12 – 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 was 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 and as a result the Company recorded a loss of $17.2 million. | |
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 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 covenants (including, but not limited to, covenants restricting the payment of dividends and incurrence of additional indebtedness) and events of default customary for transactions of this type and has no financial maintenance covenant. All obligations under the Senior Notes are guaranteed by the Guarantors (as defined below). | |
For the fiscal years ended December 31, 2013, 2012 and 2011, interest expense, excluding the amortization of deferred financing costs and the original issue discounts, related to the Senior Notes and Senior Secured Notes was $22.1 million, $22.9 million and $29.1 million, respectively. | |
During the fiscal years ended December 31, 2013, 2012 and 2011, the Company amortized original issue discount which is included within interest and other expenses on the accompanying consolidated statements of comprehensive income (loss) of $445,000, $330,000 and $365,000, respectively. At December 31, 2013 and December 31, 2012, the Company had approximately $3.0 million and $1.1 million, respectively, in original issue discounts remaining to be amortized. | |
During the fiscal years ended December 31, 2013, 2012 and 2011, 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 $1.4 million, $1.4 million and $1.6 million, respectively. At December 31, 2013 and December 31, 2012, the Company had approximately $6.7 million and $4.4 million, respectively, in deferred loan fees remaining to be amortized. | |
The Company had a balance of approximately $297.0 million in Senior Notes and $193.9 million in Senior Secured Notes, net of amortization, as of December 31, 2013 and December 31, 2012, respectively recorded on the accompanying consolidated balance sheets. | |
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 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 alternate 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 alternate base rate loans and 2.00% per annum with respect to adjusted LIBO 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 New Credit Agreement contains customary affirmative and negative covenants (including, but not limited to, covenants restricting the payment of dividends and incurrence of additional indebtedness) 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 December 31, 2013. | |
All obligations under the New 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 December 31, 2013, the Company had $70.0 million available for borrowing under the Revolving Credit Facility and there were no amounts outstanding. During the fiscal years ended December 31, 2013, 2012 and 2011, the Company amortized $641,000, $799,000 and $419,000 of deferred loan fees, respectively, which is included in interest and other expenses on the accompanying consolidated statements of comprehensive income (loss). At December 31, 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 | 12 Months Ended |
Dec. 31, 2013 | |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
NOTE 13 – ACQUISITIONS | |
Fiscal Year 2013 | |
During the fiscal year ended December 31, 2013, the Company acquired certain assets and liabilities of certain entities for an aggregate purchase price of $31.5 million, including $11.6 million in fair value of contingent acquisition consideration. 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 $9.8 million in goodwill and $20.3 million in intangible assets related to these acquisitions consisting of $11.7 million of trademarks and URLs, $1.9 million of affiliate relationships and $6.7 million of developed technology. The Company has not yet finalized the purchase accounting of one acquisition as it continues to analyze certain documents and amounts. | |
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. 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. Additionally, the Company paid $1.2 million as a final purchase price adjustment in connection with a fiscal year 2011 acquisition. | |
Fiscal Year 2011 | |
During the year ended December 31, 2011, the Company acquired certain assets of InsWeb for $64.3 million and certain other entities for an aggregate purchase price of $25.5 million in cash. These certain other 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. Additionally, the Company paid $576,000 in relation to contingent consideration for previously acquired entities. The Company recorded $35.6 million in goodwill and $55.4 million in intangible assets related to these acquisitions consisting of agent relationships for $2.3 million, customer relationships for $19.0 million, developed technologies for $1.4 million and internet domain names for $32.7 million. We expect goodwill will be deductible for income tax purposes. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 14 – RELATED PARTY TRANSACTIONS | |
We previously were party to a material event investment advisory agreement with Apax Partners, L.P. In addition, there is a 30 basis point material event investment advisory services fee ("Advisory Fee") in an annual amount equal to the equity investment amount payable to Apax Partners, L.P. The Advisory Fees were $883,000 for the year ended December 31, 2011, and have been recorded in acquisition, offering, and related expenses and related party fees. In addition, as a part of the material event investment advisory agreement, during the year ended December 31, 2011, we incurred costs associated with the Initial Public Offering and S-4 registration statement in relation to our Exchange Offer, which included $34.7 million to Apax Partners, L.P. for termination of monitoring fees, merger and acquisition advisory services, Initial Public Offering services for secondary shares, exchange offer advisory services, and other services provided to Bankrate's management. The payment to Apax has been recorded in the following manner: $30.0 million as a part of acquisition, offering and related expenses and related party fees, $3.8 million netted against the Initial Public Offering proceeds and $917,000 to deferred loan fees. | |
We also paid and expensed $63,000 to certain senior executives and certain current and former Board members of Bankrate during the year ended December 31, 2011, and have recorded these amounts in acquisition, offering and related expenses and related party fees. In addition, the Company paid approximately $3.1 million to certain senior executives and certain current and former Board members of Bankrate as a result of the consummation of the Initial Public Offering. This amount is also recorded in acquisition, offering and related expenses and related party fees. | |
In connection with the issuance of the Senior Secured Notes, Apax Partners, L.P. and Company management contributed $73.0 million and $6.7 million, respectively, to the capital of BEN Holdings, Inc. in exchange for additional Holdings Preferred Shares and Holdings in turn contributed such amounts to the capital of the Company in exchange for Company common stock. | |
In connection with its corporate insurance the Company used HUB International, a portfolio company of funds advised by Apax Partners L.P. We made payments to HUB International of approximately $1.2 million, $847,000, and $1.0 million, which included insurance premiums to be paid to insurance providers as well as insurance brokerage fees to be retained by HUB during the years ended December 31, 2013, 2012 and 2011, respectively. HUB International is no longer a related party as of October 2, 2013. | |
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Quarterly Financial Data [Abstract] | ' | |||||||||||||||||||||||
Quarterly Financial Data | ' | |||||||||||||||||||||||
NOTE 15 – QUARTERLY FINANCIAL DATA (unaudited) | ||||||||||||||||||||||||
The following table presents certain unaudited quarterly statement of income data for each of the last eight quarters through the year ended December 31, 2013. The information has been derived from our unaudited condensed consolidated financial statements. In the opinion of our management, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the financial statements which appear elsewhere in this Annual Report and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and results of operations for such unaudited periods. Historical results are not necessarily indicative of results to be expected in the future. | ||||||||||||||||||||||||
Unaudited Fiscal year ended 2012 | Unaudited Fiscal year ended 2013 | |||||||||||||||||||||||
Three months ended | Three months ended | |||||||||||||||||||||||
(In thousands) | 3/31/12 | 6/30/12 | 9/30/12 | 12/31/12 | 3/31/13 | 6/30/13 | 9/30/13 | 12/31/13 | ||||||||||||||||
Revenue | $ | 125,020 | $ | 122,125 | $ | 116,775 | $ | 93,244 | $ | 108,448 | $ | 105,546 | $ | 121,178 | $ | 122,260 | ||||||||
Gross margin | $ | 84,742 | $ | 84,516 | $ | 79,093 | $ | 62,456 | $ | 72,409 | $ | 68,074 | $ | 80,654 | $ | 85,245 | ||||||||
Net income (loss) | $ | 10,151 | $ | 16,276 | $ | 2,560 | $ | 344 | $ | 2,183 | $ | -892 | $ | -7,751 | $ | -3,542 | ||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||
Basic | $ | 0.10 | $ | 0.16 | $ | 0.03 | $ | 0.00 | $ | 0.02 | $ | -0.01 | $ | -0.08 | $ | -0.04 | ||||||||
Diluted | $ | 0.10 | $ | 0.16 | $ | 0.03 | $ | 0.00 | $ | 0.02 | $ | -0.01 | $ | -0.08 | $ | -0.04 | ||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 16 – SUBSEQUENT EVENTS | |
On February 3, 2014, the Company granted 773,469 restricted shares and 762,825 performance based restricted shares pursuant to the Bankrate, Inc. 2011 Equity Compensation Plan to various employees located in the United States with a grant date fair value of $16.06. One-third of the restricted shares will vest on each of the first, second, and third anniversaries of the date of grant, subject to continued employment through the applicable anniversary and also to full or partial acceleration of vesting in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control. The number of performance based restricted shares represents the “target” number of shares granted. The actual number of shares of common stock that will vest will depend on the Company's financial performance in respect of the 2014 and 2015 calendar years and could be as many as one and a half times the number of performance shares initially granted or as few as zero shares. Half of the shares that are earned will vest following the determination of the award value following the end of 2015 and the remaining half will vest on the third anniversary of the grant date, subject to continued employment through the applicable vesting dates. The shares are also subject to full or partial acceleration in the event of certain terminations of employment or the occurrence of certain terminations of employment following a change in control. | |
Organization_And_Summary_Of_Si1
Organization And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. | |
2011 Merger and Recapitalization | |
On June 21, 2011, Bankrate’s parent company at the time, BEN Holdings, Inc. (“Holdings”), a majority owned subsidiary of Ben Holdings S.à.r.l, merged with and into the Company with the Company surviving the merger (“2011 Merger”). In connection with the 2011 Merger, Holdings underwent an internal recapitalization in which all preferred and common shares of Holdings were exchanged for shares of a single series of common stock of Holdings (the “Recapitalization”). As a result of the Recapitalization and 2011 Merger, all preferred and common stock (other than restricted stock) of the Company were cancelled and all shares of common stock of Holdings were converted into common stock of the Company. Immediately following the Recapitalization and 2011 Merger, the Company had 87,500,000 shares of common stock issued and outstanding, including 120,135 shares of restricted stock. The surviving corporation in the 2011 Merger retained the name “Bankrate, Inc.” The 2011 Merger was accounted for as a common control merger and in a manner similar to a pooling of interests. Accordingly, Holdings and Bankrate were consolidated retroactively to the earliest period presented, using the historical cost basis of each entity. The common stock, per common share, and increase in authorized share amounts in these consolidated financial statements and notes to consolidated financial statements have been presented to retroactively reflect these transactions to the earliest period presented. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc. (“NetQuote”), NetQuote Inc., CreditCards.com, Inc. (“CreditCards”), 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. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
Recently Adopted Pronouncements | |
In May 2011, the FASB issued 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 June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 amends Topic 220, Comprehensive Income, to give an entity the option for presenting the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendment in this update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. The amendments in this update defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. The adoption of ASU 2011-05 and subsequent amendment in ASU 2011-12 as of January 1, 2012 did not have a material impact on the Company's consolidated financial statements and the deferred changes in ASU 2011-12 are not expected to have a material impact upon adoption. | |
In the first quarter of 2012, Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2011-08, "Testing Goodwill for Impairment" became effective. ASU 2011-08 allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e., the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not greater than the carrying amount, a quantitative calculation would not be needed. The adoption of ASU 2011-08 did not have a material impact on the company's financial position, results of operations or cash flows. | |
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of ASU 2012-02 as of August 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 did not have a material impact on the Company's consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). ASU 2013-02 requires registrants to provide information about the amounts reclassified out of AOCL by component. In addition, an entity is required to present significant amounts reclassified out of AOCL by the respective line items of net income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company will reflect the impact of these amendments beginning with the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2013. As the new standard does not change the current requirements for reporting net income or other comprehensive income in the financial statements, the Company's financial position, results of operations or cash flows have not been impacted. | |
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. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements. | |
Recently Issued Pronouncements, Not Adopted as of December 31, 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. | |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Organization And Summary Of Significant Accounting Policies [Abstract] | ' | |||
Use Of Estimates | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. We believe that the judgments, estimates and assumptions involved in the accounting for revenue recognition, income taxes, the allowance for doubtful accounts receivable, useful lives of intangible assets, share based payments and intangible asset impairment, goodwill impairment, acquisition accounting including the fair value of contingent acquisition consideration, and contingencies have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Actual results could differ from those estimates. | ||||
Cash And Cash Equivalents | ' | |||
Cash and Cash Equivalents | ||||
We consider all highly liquid debt investments purchased with an original maturity of less than three months to be cash equivalents. The carrying value of these investments approximates fair value. As of December 31, 2013, our cash and cash equivalents consisted of approximately $228.3 million of operating cash subject to the $250,000 FDIC insured deposit limit, approximately $1.4 million held in British pound sterling and $397,000 held in Renminbi in China. | ||||
Allowance For Doubtful Accounts | ' | |||
Allowance for Doubtful Accounts | ||||
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We look at historical write-offs and sales growth when determining the adequacy of the allowance. Should the financial condition of our customers deteriorate, resulting in an impairment of their ability to make payments, or if the level of accounts receivable increases, the need for possible additional allowances may be necessary. Any additions to the allowance for doubtful accounts are recorded as bad debt expense and included in general and administrative expenses. During the years ended December 31, 2013, 2012 and 2011 we charged approximately $604,000, $840,000 and $2.7 million, respectively, to bad debt expense. During the years ended December 31, 2013, 2012 and 2011 we wrote off (net of recoveries) approximately $642,000, $1.7 million and $2.1 million, respectively, of accounts deemed uncollectible. | ||||
Furniture, Fixtures And Equipment | ' | |||
Furniture, Fixtures and Equipment | ||||
Furniture, fixtures and equipment are stated at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful lives of the improvements. Certain equipment held under capital leases are classified as equipment and the related obligations are recorded as capital lease obligations. | ||||
Intangible Assets | ' | |||
Intangible Assets | ||||
Intangible assets consist primarily of domain names and URLs, customer relationships, affiliate relationships and developed technologies acquired in connection with the Bankrate Acquisition and our subsequent acquisitions. Intangible assets are being amortized over their estimated useful lives on both straight-line and accelerated bases. | ||||
Impairment Of Long-Lived Assets Including Intangible Assets With Finite Lives | ' | |||
Impairment of Long-Lived Assets Including Intangible Assets with Finite Lives | ||||
ASC 360, Property, Plant and Equipment, requires that long-lived assets including intangible assets with finite lives be amortized over their estimated useful life and reviewed for impairment. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets including intangible assets with finite lives may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of such assets by determining whether the carrying value will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of such assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. | ||||
There was no impairment of long-lived assets including intangible assets with finite lives for the years ended December 31, 2013, 2012 and 2011. | ||||
Goodwill | ' | |||
Goodwill | ||||
The Company records the excess of purchase price over the fair value of the tangible and identified intangible assets acquired as goodwill. The goodwill is tested for impairment annually, as well as when an event, or change in circumstances, indicates an impairment may have occurred. In accordance with ASC 350, Intangibles—Goodwill and Other, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (a likelihood of more than 50%) that the fair value of our reporting unit is less than its carrying amount. We have determined that we have one segment and one reporting unit. We perform this assessment annually, on October 1st of each year, or more frequently, if facts and circumstances warrant a review, at the reporting unit level. If after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of the reporting unit is less than the carrying value then we conclude that we have no goodwill impairment and no further testing is performed, otherwise, we proceed to the two-step process. The first step under the two step process, since the carrying amount of our reporting unit is greater than zero, is to compare the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. We performed impairment evaluations in each period presented and concluded that there was no impairment of goodwill. | ||||
Website And Internal-Use Software Development Costs | ' | |||
Website and Internal-Use Software Development Costs | ||||
We account for website development costs under ASC 350-50, Intangibles—Goodwill and Other—Website Development Costs. ASC 350-50 provides guidance on the accounting for the costs of development of company websites, dividing the website development costs into five stages: (1) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (2) the website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the website, (3) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (4) the content development stage, during which the information to be presented on the website, which may be either textual or graphical in nature, is developed, and (5) the operating stage, during which training, administration, maintenance and other costs to operate the existing website are incurred. The costs incurred in the website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use which are accounted for under ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The Company expenses all costs that relate to the preliminary project and post-implementation operation phases of development as product development expense. Costs incurred in the application development phase are capitalized until the project is completed and the asset is placed in service. The Company capitalized website and internal-use software development costs totaling approximately $5.9 million, $5.2 million and $2.8 million during the years ended December 31, 2013, 2012 and 2011, respectively which are recorded as a component of other assets on the balance sheet. These amounts are amortized over a three year period upon being placed into service and transferred to furniture, fixtures and equipment. | ||||
Basic And Diluted Income (Loss) Per Share | ' | |||
Basic and Diluted Income (Loss) Per Share | ||||
We compute basic income (loss) per share by dividing net income (loss) for the year by the weighted average number of shares outstanding for the year. Diluted income (loss) per share includes the effects of dilutive common stock equivalents, consisting of outstanding share-based awards, unrecognized compensation expense and tax benefits in accordance with ASC 718, Compensation – Stock Compensation, to the extent the effect is not antidilutive, using the treasury stock method. Since we had a net loss attributable to common shareholders, basic and diluted loss per share are the same for the years ended December 31, 2013 and 2011. | ||||
Deferred Compensation Plan | ' | |||
Deferred Compensation Plan | ||||
During 2002, we established a non-qualified deferred compensation plan that permits eligible employees to defer a portion of their compensation. The deferred compensation liability (other non-current liabilities) was $222,000 and $194,000 at December 31, 2013 and 2012, respectively. We have established a grantor trust (Rabbi Trust) to provide funding for benefits payable under our non-qualified deferred compensation plan. The assets held in the trust amounted to $168,000 and $141,000 at December 31, 2013 and 2012, respectively. The Rabbi Trust’s assets consist of short-term cash investments and a managed portfolio of equity securities. These assets are included in other assets in the accompanying consolidated balance sheets. | ||||
Deferred Financing Costs | ' | |||
Deferred Financing Costs | ||||
In connection with the issuance of the Senior Notes on August 7, 2013, the Company incurred approximately $7.2 million in underwriting fees and direct costs that have been classified as deferred financing costs related to the issuance of the Senior Notes, which are amortized to interest expense using the effective interest method over the term of the related debt. | ||||
In connection with the issuance of the New Credit Agreement in an aggregate amount of $70.0 million in August 2013, the Company incurred $1.5 million in bank and legal fees. These fees have been classified as deferred financing costs and are being amortized to interest expense using a straight line method over the term of the New Credit Agreement. | ||||
In connection with the issuance of the Senior Secured Notes on July 13, 2010, the Company incurred approximately $11.6 million in underwriting fees and direct costs that have been classified as deferred financing costs related to the issuance of the Senior Secured Notes, which are amortized to interest expense using the effective interest method over the term of the related debt. | ||||
In connection with the issuance of the Revolving Credit Facilities in an aggregate amount of $100.0 million in June 2011, the Company incurred $3.0 million in bank and legal fees. These fees have been classified as deferred financing costs and are being amortized to interest expense using a straight line method over the term of the Revolving Credit Facilities. | ||||
During the years ended December 31, 2013, 2012 and 2011, we amortized approximately $2.1 million, $2.2 million and $2.0 million, respectively, in deferred financing costs which is recorded in interest expense. In addition, the Company expensed approximately $3.4 million and $3.5 million of deferred financing cost in August 2013 and June 2011 as a result of the redemption of $195.0 million and $105.0 million aggregate principal amount of outstanding Senior Secured Notes, respectively, which are included in loss on early extinguishment of debt on the accompanying consolidated statements of comprehensive income (loss). At December 31, 2013 and 2012, deferred financing costs had a balance of approximately $6.7 million and $6.2 million, respectively, and are included in other assets on the accompanying consolidated balance sheets. | ||||
Income Tax Expense (Benefit) | ' | |||
Income Tax Expense (Benefit) | ||||
We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies varies, adjustments to the carrying value of the deferred tax assets and liabilities may be required. Valuation allowances are based on the “more likely than not” criteria of ASC 740. | ||||
The accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We recognize interest and penalties on uncertain tax positions as a component of income tax expense. | ||||
Foreign Currency Translation | ' | |||
Foreign Currency Translation | ||||
Our foreign operations generally use the local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the average exchange rates for the year. The impact of currency fluctuations is recorded in accumulated other comprehensive loss as a currency translation adjustment. | ||||
Comprehensive Income (Loss) | ' | |||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) consists of net income (loss) and other gains (losses) for foreign currency translation that, under generally accepted accounting principles, are excluded from net income (loss). | ||||
Revenue Recognition | ' | |||
Revenue Recognition | ||||
Online revenue comprised 98%, 98% and 98% of total revenues during the years ended December 31, 2013, 2012 and 2011, respectively. Online advertising is the sale of advertising, sponsorships, hyperlinks, and lead generation within our Online Network through Bankrate.com, Interest.com, Bankaholic.com, Mortgage-calc.com, CreditCardGuide.com, Nationwidecardservices.com, Creditcardsearchengine.com, Feedisclosure.com, Insureme.com, Bankrate.com.cn (China), CreditCards.com, Creditcards.ca, Netquote.com, CD.com, CarInsuranceQuotes.com and InsWeb.com. The print publishing and licensing business is primarily engaged in the sale of advertising in the Mortgage Guide and CD & Deposit Guide rate tables, newsletter subscriptions, and licensing of research information. | ||||
Online Revenue | ||||
Our online revenue is primarily derived from three monetization methods: display advertising, hyperlink advertising and lead generation advertising. In general, the amount of advertising we sell is a function of a number of market conditions including (1) the number of visitors to our Online Network, (2) the number of ad pages we serve to those visitors, (3) the click-through rate of our visitors on hyperlinks, (4) the number of advertisements per page, (5) the rate at which visitors apply for financial product offerings, and (6) advertiser demand. | ||||
Lead generation revenue consists of cost-per-approval (CPA) and cost-per-lead (CPL) revenue. We generate lead generation revenue by delivering measurable online marketing results to our clients in the credit card and personal insurance vertical categories. These results are typically in the form of qualified leads, the outcomes of customers submitting an application for a credit card, or customers being contacted regarding a quote for a personal insurance product. These qualified leads are generated from our marketing activities on our websites or on third party websites with whom we have relationships. For credit card issuers that pay on a per approved application basis, revenue is earned and recognized monthly in the month when a credit card application is approved for issuance and is based on the number of approvals reported by the advertiser, subject to our verification. For customers that pay on a per application or per-click-through basis, revenue is recognized monthly in the month such activity is completed. For personal insurance products, clients pay us on a per lead basis whether or not they convert into customers. Revenue is recognized from each lead at the time the consumer information is delivered to the insurance agent and the Company has no further obligation to the consumer or insurance agent. Our insurance customers may apply for credits on leads sold that are determined to be invalid. Revenue is reduced by credits matched to the month the lead was delivered. Depending on the product, customers have between 5 and 10 days following month end to request credit for a lead purchased in the previous month, after which credit requests are no longer accepted and credits are no longer granted. | ||||
We also sell hyperlinks (e.g., in our interest rate or insurance table listings) on our online network on a cost-per-click (CPC) and on a cost-per-call basis. We generate revenue upon delivery of qualified and reported click-throughs to our advertisers from a hyperlink in a rate or insurance rate table listing and qualified phone calls. These advertisers pay us a designated transaction fee for each click-through or phone call, which occurs when a user clicks on any of their advertisement listings or makes a phone call to the advertiser. Each phone call or click-through on an advertisement listing represents a completed transaction once it passes our filtering validation process. | ||||
Additionally, display advertising on our online network consisting primarily of leaderboards, banners, badges, islands, posters, and skyscraper advertisements. These advertisements are sold to advertisers on a cost-per-thousand impressions (“CPM”) and to a lesser extent on a fixed-billed campaign basis. Display advertising sales are invoiced monthly at amounts based on specific contract terms predominantly based on the number of impressions actually delivered to the advertiser and to a lesser extent (less than 1% of total online revenue for all periods presented), on a contractual fixed bill basis. Revenue is recognized monthly based on the actual number of impressions delivered with any undelivered contracted billed impressions deferred on the Balance Sheet and recognized when impressions are delivered. We monitor fixed bill campaigns weekly and strive to match our fixed bill contracted impression terms to actual impressions delivered and make changes to our delivery schedule so that actual delivery and contracted impressions remain relatively consistent. | ||||
We partner with vertical content websites that attract Internet visitors from organic search engine rankings due to the quality and relevancy of their content to search engine users. We are also involved in arrangements with certain online partners where the consumer uses co-branded sites hosted by us. With these partners, we have entered into revenue sharing arrangements based on the revenue earned from their visitors. Revenue is recorded at gross amounts and partnership payments are recorded in cost of revenue, pursuant to the provisions of ASC 605-45, Revenue Recognition—Principal Agent Considerations. | ||||
In certain instances, customers prepay for our services and these unearned amounts are booked as deferred revenue and customer deposits. | ||||
Print Publishing and Licensing Revenue | ||||
Print publishing and licensing revenue represents advertising revenue from the sale of advertising in the Mortgage Guide and CD & Deposit Guide (formerly called Consumer Mortgage Guide) rate tables, newsletter subscriptions, and licensing of research information. We charge a commission for placement of the Mortgage Guide and CD & Deposit Guide in a print publication. Advertising revenue and commission income is recognized when the Mortgage Guide and CD & Deposit Guide run in the publication. Revenue from our newsletters is recognized ratably over the period of the subscription, which is generally up to one year. Revenue from the sale of research information is recognized ratably over the contract period. | ||||
We also earn fees from distributing editorial rate tables that are published in newspapers and magazines across the United States, from paid subscriptions to three newsletters, and from providing rate surveys to institutions and government agencies. In addition, we license research data under agreements that permit the use of rate information we develop to advertise the licensee’s products in print, radio, television, and website promotions. Revenue for these products is recognized ratably over the contract/subscription periods. | ||||
Marketing Expenses | ' | |||
Marketing Expenses | ||||
Marketing costs represent expenses associated with expanding brand awareness of our products and services to consumers and include key word (pay-per-performance) campaigns on Internet search engines, print and Internet advertising, marketing and promotion costs. Marketing costs are expensed as incurred. During the years ended December 31, 2013, 2012 and 2011, we incurred approximately $105.2 million, $119.8 million and $81.6 million, respectively, in direct advertising expense. | ||||
Segment Reporting | ' | |||
Segment Reporting | ||||
The Company operates in one reportable business segment. We evaluate the operating performance of our business as a whole. Our chief operating decision maker (i.e., Chief Executive Officer) reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by type for purposes of allocating resources and evaluating financial performance. There are no business unit managers who are held accountable by our chief operating decision maker, or anyone else, for operations, operating results, budgeting and strategic planning for levels or components below the consolidated unit level. | ||||
Fair Value Measurement | ' | |||
Fair Value Measurement | ||||
Fair value, in accordance with ASC 820, Fair Value Measurement, is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques include the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques may be based upon observable and unobservable inputs. The three levels of inputs used to measure fair value pursuant to the guidance are as follows: | ||||
· | Level 1—Quoted prices in active markets for identical assets or liabilities. | |||
· | Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||
· | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||
Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accrued interest, and our Senior Secured Notes. Given their short term nature, the carrying amounts of cash and cash equivalents, accounts receivable and accrued interest approximate estimated fair value and are considered Level 1 investments. The Senior Secured Notes are considered Level 2 investments and the Company uses market information in measuring the fair value. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. | ||||
Contingent liabilities include contingent acquisition consideration in connection with certain earnout provisions included in certain of the Company’s acquisitions. The contingent liabilities are recognized at fair value on the acquisition date and remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of income. The fair value of the contingent acquisition consideration liability is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates of the contingent consideration absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent acquisition consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. See Note 7 for further information. | ||||
Stock-Based Compensation | ' | |||
Stock-Based Compensation | ||||
We account for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date of ASC 718 and are subsequently modified. See Note 8 for further information regarding our stock-based compensation assumptions and expense. | ||||
Reclassification | ' | |||
Reclassification | ||||
Certain reclassifications have been made to the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31, 2012 and 2011 to conform to the presentation for the fiscal year ended December 31, 2013. | ||||
Financial_Statement_Details_Ta
Financial Statement Details (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Financial Statement Details [Abstract] | ' | |||||
Prepaid Expenses And Other Current Assets | ' | |||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Prepaid income taxes | $ | 1,733 | $ | 11,316 | ||
Other current assets | 8,003 | 2,375 | ||||
$ | 9,736 | $ | 13,691 | |||
Furniture, Fixtures And Equipment | ' | |||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Furniture and fixtures | $ | 764 | $ | 643 | ||
Computers and software | 28,764 | 20,098 | ||||
Equipment | 1,315 | 635 | ||||
Leasehold improvements | 1,777 | 1,499 | ||||
32,620 | 22,875 | |||||
Less accumulated depreciation and amortization | 19,690 | 12,851 | ||||
$ | 12,930 | $ | 10,024 | |||
Accrued Expenses | ' | |||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Income and franchise taxes | $ | 12,537 | $ | 1,067 | ||
Accrued payroll and related benefits | 8,370 | 1,888 | ||||
Due to distribution partners | 7,513 | 6,948 | ||||
Marketing | 4,283 | 3,850 | ||||
Other | 7,843 | 8,280 | ||||
$ | 40,546 | $ | 22,033 | |||
Other Current Liabilities | ' | |||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Current contingent acquisition consideration | $ | 24,529 | $ | 6,350 | ||
Other | 66 | 49 | ||||
$ | 24,595 | $ | 6,399 | |||
Other Liabilities | ' | |||||
December 31, | December 31, | |||||
(In thousands) | 2013 | 2012 | ||||
Noncurrent contingent acquisition consideration | $ | 14,233 | $ | 12,247 | ||
Liability for uncertain tax positions | 10,397 | 9,552 | ||||
Other | 1,038 | 667 | ||||
$ | 25,668 | $ | 22,466 | |||
Goodwill_And_Intangible_Assets1
Goodwill And Intangible Assets (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 | 9,802 | |||||||||||
Balance, December 31, 2013 | $ | 611,975 | ||||||||||
Components Of Intangible Assets Subject To Amortization | ' | |||||||||||
(In thousands) | Cost | Accumulated Amortization | Net | Weighted Average Amortization Period Years | ||||||||
Trademarks and URLs | $ | 256,013 | -53,681 | 202,332 | 16.9 | |||||||
Customer relationships | 229,041 | -100,077 | 128,964 | 8.7 | ||||||||
Affiliate network | 22,740 | -11,721 | 11,019 | 8.3 | ||||||||
Developed technology | 24,133 | -16,242 | 7,891 | 4.4 | ||||||||
$ | 531,927 | $ | -181,721 | $ | 350,206 | 12.4 | ||||||
Intangible assets subject to amortization were as follows as of December 31, 2012: | ||||||||||||
(In thousands) | Cost | Accumulated Amortization | Net | Weighted Average Amortization Period Years | ||||||||
Trademarks and URLs | $ | 243,557 | -33,738 | 209,819 | 17.4 | |||||||
Customer relationships | 229,009 | -71,745 | 157,264 | 8.7 | ||||||||
Affiliate network | 20,840 | -10,926 | 9,914 | 8.2 | ||||||||
Developed technology | 17,692 | -11,957 | 5,735 | 4.2 | ||||||||
$ | 511,098 | $ | -128,366 | $ | 382,732 | 12.7 | ||||||
Summary Of Future Amortization Expense | ' | |||||||||||
Amortization | ||||||||||||
(In thousands) | Expense | |||||||||||
2014 | $ | 50,526 | ||||||||||
2015 | 48,632 | |||||||||||
2016 | 47,674 | |||||||||||
2017 | 42,755 | |||||||||||
2018 | 32,821 | |||||||||||
Thereafter | 127,798 | |||||||||||
Total expected amortization expense for intangible assets | $ | 350,206 | ||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Schedule Of Computation Of Basic And Diluted Earnings Per Share | ' | |||||||||
Fiscal year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||
(In thousands, except share and per share data) | 2013 | 2012 | 2011 | |||||||
Net (loss) income | $ | -10,002 | $ | 29,331 | $ | -13,422 | ||||
Weighted average common shares outstanding for basic earnings per share | 100,108,316 | 99,985,782 | 94,160,687 | |||||||
Additional dilutive shares related to share based awards | - | 845,677 | - | |||||||
Weighted average common shares outstanding for diluted earnings per share | 100,108,316 | 100,831,459 | 94,160,687 | |||||||
Basic and diluted net (loss) income per share: | ||||||||||
Basic | $ | -0.1 | $ | 0.29 | $ | -0.14 | ||||
Diluted | $ | -0.1 | $ | 0.29 | $ | -0.14 | ||||
Geographic_Data_And_Concentrat1
Geographic Data And Concentrations (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Geographic Data And Concentrations [Abstract] | ' | ||||||
Schedule Of Revenue And Long-Lived Assets | ' | ||||||
Fiscal year ended | |||||||
December 31, | December 31, | ||||||
(In thousands) | 2013 | 2012 | |||||
Revenue: | |||||||
USA | $ | 452,335 | $ | 449,909 | |||
International | 5,097 | 7,255 | |||||
$ | 457,432 | $ | 457,164 | ||||
Revenue: | |||||||
Online | $ | 450,082 | $ | 449,061 | |||
7,350 | 8,103 | ||||||
$ | 457,432 | $ | 457,164 | ||||
December 31, | December 31, | ||||||
(In thousands) | 2013 | 2012 | |||||
Long lived assets: | |||||||
USA | $ | 970,903 | $ | 990,290 | |||
International | 4,208 | 4,639 | |||||
Balance, end of period | $ | 975,111 | $ | 994,929 | |||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||
Estimated Fair Value And Related Carrying Amounts | ' | ||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
(In thousands) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||
Financial Liabilities: | |||||||||||||
Long term debt | $ | 297,021 | $ | 312,000 | $ | 193,943 | $ | 215,231 | |||||
Fair Value Measurement Of Contingent Acquisition Consideration | ' | ||||||||||||
Fair Value Measurement at December 31, 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 | $ | - | $ | - | $ | 38,762 | $ | 38,762 | |||||
Total recurring fair value measurements | $ | - | $ | - | $ | 38,762 | $ | 38,762 | |||||
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 | |||||
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | ' | ||||||||||||
Contingent Acquisition Consideration | |||||||||||||
Fiscal year ended | |||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | 31-Dec-11 | ||||||||||
Balance at beginning of period | $ | 17,197 | $ | 3,668 | $ | 190 | |||||||
Additions to Level 3 | 11,600 | 20,800 | 3,186 | ||||||||||
Transfers into Level 3 | - | - | - | ||||||||||
Transfers out of Level 3 | -100 | - | - | ||||||||||
Change in fair value | 16,065 | -2,645 | 292 | ||||||||||
Payments | -6,000 | -4,626 | - | ||||||||||
Balance at end of period | $ | 38,762 | $ | 17,197 | $ | 3,668 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | ' | ||||||||||||
Fiscal year ended | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Cost of revenue | $ | 790 | $ | 599 | $ | 445 | |||||||
Operating expenses: | |||||||||||||
Sales | 1,767 | 1,387 | 899 | ||||||||||
Marketing | 1,321 | 1,013 | 520 | ||||||||||
Product development | 1,667 | 1,492 | 985 | ||||||||||
General and administrative | 12,415 | 4,629 | 2,660 | ||||||||||
Total stock-based compensation | $ | 17,960 | $ | 9,120 | $ | 5,509 | |||||||
Summary Of Restricted Stock Award Activity | ' | ||||||||||||
Weighted Average | |||||||||||||
Number of | Grant Date | ||||||||||||
Shares | Fair Value | ||||||||||||
Balance, January 1, 2011 | - | - | |||||||||||
Granted | 120,635 | $ | 15.00 | ||||||||||
Vested and released | - | - | |||||||||||
Forfeited | -8,500 | $ | 15.00 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2011 | 112,135 | $ | 15.00 | ||||||||||
Granted | - | - | |||||||||||
Vested and released | -102,035 | $ | 15.00 | ||||||||||
Forfeited | -10,100 | $ | 15.00 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2012 | - | - | |||||||||||
Granted | 1,079,154 | $ | 15.59 | ||||||||||
Vested and released | -70,000 | $ | 14.77 | ||||||||||
Forfeited | -35,961 | $ | 15.37 | ||||||||||
Expired | - | - | |||||||||||
Balance, December 31, 2013 | 973,193 | $ | 15.66 | ||||||||||
Stock Option Activity | ' | ||||||||||||
Number of | Price | Weighted Average | Aggregate | ||||||||||
Shares | Per Share | Exercise Price | Intrinsic Value | ||||||||||
Balance, January 1, 2011 | - | - | - | ||||||||||
Granted | 5,210,000 | $ | 14.32 - 19.79 | $ | 15.09 | ||||||||
Exercised | - | - | - | ||||||||||
Forfeited | -210,000 | $ | 15.00 | $ | 15.00 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2011 | 5,000,000 | $ | 14.32 - 19.79 | $ | 15.09 | $ | 32,036,400 | ||||||
Granted | 440,000 | $ | 11.17 - 24.25 | $ | 19.27 | ||||||||
Exercised | -97,469 | $ | 15.00 | $ | 15.00 | ||||||||
Forfeited | -336,877 | $ | 15.00 | $ | 15.00 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2012 | 5,005,654 | $ | 11.17 - 24.25 | $ | 15.49 | $ | 51,200 | ||||||
Granted | 355,000 | $ | 11.05 - 20.77 | $ | 18.46 | ||||||||
Exercised | -188,851 | $ | 14.32 - 15.00 | $ | 14.98 | ||||||||
Forfeited | -113,260 | $ | 14.32 - 17.55 | $ | 15.17 | ||||||||
Expired | - | - | - | ||||||||||
Balance, December 31, 2013 | 5,058,543 | $ | 11.05 - 24.25 | $ | 15.70 | $ | 13,167,000 | ||||||
Weighted Average Assumptions Used To Calculate Fair Value | ' | ||||||||||||
Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-11 | |||||||||||
Weighted average assumptions: | |||||||||||||
Weighted average grant date fair value | $ | 8.82 | $ | 9.58 | $ | 6.90 | |||||||
Expected volatility | 56.82% | 60.40% | 53.00% | ||||||||||
Risk free rate | 1.18% | 0.69% | 1.40% | ||||||||||
Expected lives | 4.00 Years | 4.75 Years | 4.75 Years | ||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule Of Components Of Income Tax Expense (Benefit) | ' | ||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Current: | |||||||||
Federal | $ | 9,083 | $ | 2,267 | $ | 157 | |||
State | 1,653 | 2,491 | 864 | ||||||
Total current | 10,736 | 4,758 | 1,021 | ||||||
Deferred: | |||||||||
Federal | -13,329 | 2,407 | 6,704 | ||||||
State | -2,846 | 332 | -2,137 | ||||||
Total deferred | -16,175 | 2,739 | 4,567 | ||||||
Total income tax (benefit) expense | $ | -5,439 | $ | 7,497 | $ | 5,588 | |||
Schedule Of Effective Income Tax Rate Reconciliation | ' | ||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Income taxes at statutory rate | $ | -5,404 | $ | 12,890 | $ | -2,742 | |||
State income taxes, net of federal benefit | -2,466 | 2,153 | 574 | ||||||
Foreign losses | 537 | 677 | 471 | ||||||
IRS settlement | - | -2,109 | - | ||||||
Non deductible items related to acquisition | - | - | 2,930 | ||||||
Uncertain tax positions | 3,648 | -4,779 | 8,981 | ||||||
Other acquisition related items | -761 | -1,593 | -2,028 | ||||||
Adjustment to deferred tax assets | -428 | 728 | -202 | ||||||
Change in deferred asset effective rate | - | 266 | -1,467 | ||||||
Other items | -565 | -736 | -929 | ||||||
Total income tax (benefit) expense | $ | -5,439 | $ | 7,497 | $ | 5,588 | |||
Schedule Of Deferred Tax Assets And Liabilities | ' | ||||||||
December 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Deferred tax assets (liabilities): | |||||||||
Allowance for doubtful accounts | $ | 241 | $ | 256 | |||||
Accrued expenses | 1,427 | 2,604 | |||||||
Prepaid expenses | -1,710 | -923 | |||||||
Net operating loss carryforwards | 2,011 | 1,605 | |||||||
Accrued earnout contingencies | 5,186 | 221 | |||||||
Total current deferred tax assets | 7,155 | 3,763 | |||||||
Intangibles acquired | -99,177 | -99,097 | |||||||
Depreciation and amortization | 28,662 | 23,450 | |||||||
Stock compensation | 11,279 | 4,821 | |||||||
Accrued earnout contingencies | 7,537 | 6,344 | |||||||
Total noncurrent deferred tax liabilities | -51,699 | -64,482 | |||||||
Total net deferred tax liabilities | $ | -44,544 | $ | -60,719 | |||||
Schedule Of Deferred Tax Assets And Liabilities, Classification | ' | ||||||||
December 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Deferred tax assets: | |||||||||
Total current deferred assets | $ | 8,865 | $ | 4,686 | |||||
Total noncurrent deferred assets | 47,478 | 34,615 | |||||||
56,343 | 39,301 | ||||||||
Deferred tax liabilities: | |||||||||
Total current deferred liabilities | -1,710 | -923 | |||||||
Total noncurrent deferred liabilities | -99,177 | -99,097 | |||||||
-100,887 | -100,020 | ||||||||
Total net deferred tax liabilities | $ | -44,544 | $ | -60,719 | |||||
Schedule Of Unrecognized Tax Benefits | ' | ||||||||
Fiscal year ended December 31, | |||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||
Unrecognized tax benefits, beginning balance | $ | 9,552 | $ | 14,331 | $ | 5,573 | |||
Additions for prior year tax positions | 2,221 | - | - | ||||||
Reductions for prior year tax positions | - | - | - | ||||||
Reductions for lapse in statute | - | - | - | ||||||
Reductions for settlements | - | -4,779 | - | ||||||
Gross increases - current year tax positions | 1,141 | - | 8,758 | ||||||
Unrecognized tax benefits, ending balance | $ | 12,914 | $ | 9,552 | $ | 14,331 | |||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Restructuring Charges [Abstract] | ' | ||
Schedule Of Restructuring Charges And Their Utilization | ' | ||
(In thousands) | |||
Balance at December 31, 2010 | $ | 369 | |
Restructuring charges | 1,272 | ||
Utilized | -630 | ||
Balance at December 31, 2011 | $ | 1,011 | |
Restructuring charges | - | ||
Utilized | -1,011 | ||
Balance at December 31, 2012 | $ | - | |
Restructuring charges | - | ||
Utilized | - | ||
Balance at December 31, 2013 | $ | - | |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies [Abstract] | ' | ||||
Schedule Of Future Minimum Lease Payments | ' | ||||
Operating leases | Capital leases | ||||
Year ending December 31, | |||||
2014 | $ | 3,319 | $ | 135 | |
2015 | 3,528 | 17 | |||
2016 | 2,619 | - | |||
2017 | 969 | - | |||
2018 | 811 | - | |||
Thereafter | 1,133 | - | |||
Total minimum lease payments | $ | 12,379 | 152 | ||
Less interest | 6 | ||||
Present value of minimum capital lease payments | 146 | ||||
Obligations under capital leases, current | 130 | ||||
Obligations under capital leases, noncurrent | $ | 16 | |||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Quarterly Financial Data [Abstract] | ' | |||||||||||||||||||||||
Schedule Of Quarterly Statement Of Income | ' | |||||||||||||||||||||||
Unaudited Fiscal year ended 2012 | Unaudited Fiscal year ended 2013 | |||||||||||||||||||||||
Three months ended | Three months ended | |||||||||||||||||||||||
(In thousands) | 3/31/12 | 6/30/12 | 9/30/12 | 12/31/12 | 3/31/13 | 6/30/13 | 9/30/13 | 12/31/13 | ||||||||||||||||
Revenue | $ | 125,020 | $ | 122,125 | $ | 116,775 | $ | 93,244 | $ | 108,448 | $ | 105,546 | $ | 121,178 | $ | 122,260 | ||||||||
Gross margin | $ | 84,742 | $ | 84,516 | $ | 79,093 | $ | 62,456 | $ | 72,409 | $ | 68,074 | $ | 80,654 | $ | 85,245 | ||||||||
Net income (loss) | $ | 10,151 | $ | 16,276 | $ | 2,560 | $ | 344 | $ | 2,183 | $ | -892 | $ | -7,751 | $ | -3,542 | ||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||
Basic | $ | 0.10 | $ | 0.16 | $ | 0.03 | $ | 0.00 | $ | 0.02 | $ | -0.01 | $ | -0.08 | $ | -0.04 | ||||||||
Diluted | $ | 0.10 | $ | 0.16 | $ | 0.03 | $ | 0.00 | $ | 0.02 | $ | -0.01 | $ | -0.08 | $ | -0.04 | ||||||||
Organization_And_Summary_Of_Si2
Organization And Summary Of Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 21, 2011 | |
item | Merger and Recapitalization [Member] | ||
Merger And Recapitalization [Line Items] | ' | ' | ' |
Number of financial products | 300 | ' | ' |
Rate Holding Company | 100.00% | ' | ' |
Common stock, shares issued | 101,749,513 | 100,097,969 | 87,500,000 |
Common stock, shares outstanding | 101,698,985 | 100,047,441 | 87,500,000 |
Restricted stock issued, net of cancellations, Shares | ' | ' | 120,135 |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2013 | Jun. 30, 2011 | Aug. 31, 2013 | Jun. 30, 2011 | Jul. 13, 2010 | Aug. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 07, 2013 | Dec. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 07, 2013 | |
segment | Redemption Of Notes [Member] | Redemption Of Notes [Member] | Senior Secured Notes [Member] | Senior Notes [Member] | Website Development Costs [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | British Pound Sterling [Member] | Renminbi [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] | |||||
Furniture, Fixtures and Equipment [Member] | Furniture, Fixtures and Equipment [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | Royal Bank Of Canada [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,400,000 | $397,000 | ' | ' | ' | ' | ' | ' |
Cash equivalent subject to $250,000 FDIC insured deposit limit | 228,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bad debt expense | 604,000 | 840,000 | 2,681,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts deemed uncollectible | 642,000 | 1,700,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges of long-lived assets | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Website development costs capitalized during period | 5,900,000 | 5,200,000 | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation liability | 222,000 | 194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held under grantor trust | 168,000 | 141,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | 100,000,000 | ' | ' | 70,000,000 |
Deferred financing cost | 6,700,000 | 6,200,000 | ' | ' | ' | ' | ' | 11,600,000 | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | 1,500,000 |
Amortization of deferred financing costs | 2,100,000 | 2,200,000 | 2,000,000 | ' | ' | 3,400,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 641,000 | ' | 799,000 | 419,000 | ' |
Aggregate amount of notes outstanding that were redeemed | ' | ' | ' | 195,000,000 | 105,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Online revenue as percentage of total revenue | 98.00% | 98.00% | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of display advertising sales to revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of the subscription | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising Expense | $105,200,000 | $119,800,000 | $81,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial_Statement_Details_Na
Financial Statement Details (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Financial Statement Details [Abstract] | ' | ' | ' |
Depreciation expense | $6,900,000 | $5,700,000 | $4,100,000 |
Net book value of equipment recorded under capital leases | $21,000 | $42,000 | ' |
Financial_Statement_Details_Pr
Financial Statement Details (Prepaid Expenses And Other Current Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Statement Details [Abstract] | ' | ' |
Prepaid income taxes | $1,733 | $11,316 |
Other current assets | 8,003 | 2,375 |
Prepaid expenses and other current asset, Total | $9,736 | $13,691 |
Financial_Statement_Details_Fu
Financial Statement Details (Furniture, Fixtures And Equipment) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment, Gross | $32,620 | $22,875 |
Less accumulated depreciation and amortization | 19,690 | 12,851 |
Furniture, fixtures and equipment, net of accumulated depreciation | 12,930 | 10,024 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment, Gross | 764 | 643 |
Computers and Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment, Gross | 28,764 | 20,098 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment, Gross | 1,315 | 635 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment, Gross | $1,777 | $1,499 |
Financial_Statement_Details_Ac
Financial Statement Details (Accrued Expenses) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Statement Details [Abstract] | ' | ' |
Income and franchise taxes | $12,537 | $1,067 |
Accrued payroll and related benefits | 8,370 | 1,888 |
Due to distribution partners | 7,513 | 6,948 |
Marketing | 4,283 | 3,850 |
Other | 7,843 | 8,280 |
Accrued expenses | $40,546 | $22,033 |
Financial_Statement_Details_Ot
Financial Statement Details (Other Current Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Statement Details [Abstract] | ' | ' |
Current contingent acquisition consideration | $24,529 | $6,350 |
Other | 66 | 49 |
Other current liabilities | $24,595 | $6,399 |
Financial_Statement_Details_Ot1
Financial Statement Details (Other Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial Statement Details [Abstract] | ' | ' |
Nonconcurrent contingent acquisition consideration | $14,233 | $12,247 |
Liability for uncertain tax positions | 10,397 | 9,552 |
Other | 1,038 | 667 |
Total other liabilities | $25,668 | $22,466 |
Goodwill_And_Intangible_Assets2
Goodwill And Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Amortization period | '12 years 4 months 24 days | '12 years 8 months 12 days | ' |
Intangible asset | $350,206,000 | $382,732,000 | ' |
Amortization expense | 53,300,000 | 47,100,000 | 39,400,000 |
Contract-Based Intangible Assets [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Amortization period | '3 years | ' | ' |
Intangible asset | ' | 5,000,000 | ' |
Amortization expense | 2,600,000 | 983,000 | ' |
Additional amortization expense | 1,500,000 | ' | ' |
Developed Technology [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Amortization period | '4 years 4 months 24 days | '4 years 2 months 12 days | ' |
Intangible asset | 7,891,000 | 5,735,000 | ' |
Additional amortization expense | ' | $274,000 | ' |
Goodwill_And_Intangible_Assets3
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Goodwill And Intangible Assets [Abstract] | ' |
Balance, January 1, 2013 | $602,173 |
Acquisition of certain assets and liabilities of various entities | 9,802 |
Balance, December 31, 2013 | $611,975 |
Goodwill_And_Intangible_Assets4
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $531,927 | $511,098 |
Accumulated Amortization | -181,721 | -128,366 |
Total expected amortization expense for intangible assets | 350,206 | 382,732 |
Weighted Average Amortization Period Years | '12 years 4 months 24 days | '12 years 8 months 12 days |
Trademarks and URLs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 256,013 | 243,557 |
Accumulated Amortization | -53,681 | -33,738 |
Total expected amortization expense for intangible assets | 202,332 | 209,819 |
Weighted Average Amortization Period Years | '16 years 10 months 24 days | '17 years 4 months 24 days |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 229,041 | 229,009 |
Accumulated Amortization | -100,077 | -71,745 |
Total expected amortization expense for intangible assets | 128,964 | 157,264 |
Weighted Average Amortization Period Years | '8 years 8 months 12 days | '8 years 8 months 12 days |
Affiliate Network [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 22,740 | 20,840 |
Accumulated Amortization | -11,721 | -10,926 |
Total expected amortization expense for intangible assets | 11,019 | 9,914 |
Weighted Average Amortization Period Years | '8 years 3 months 18 days | '8 years 2 months 12 days |
Developed Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 24,133 | 17,692 |
Accumulated Amortization | -16,242 | -11,957 |
Total expected amortization expense for intangible assets | $7,891 | $5,735 |
Weighted Average Amortization Period Years | '4 years 4 months 24 days | '4 years 2 months 12 days |
Goodwill_And_Intangible_Assets5
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets [Abstract] | ' | ' |
2014 | $50,526 | ' |
2015 | 48,632 | ' |
2016 | 47,674 | ' |
2017 | 42,755 | ' |
2018 | 32,821 | ' |
Thereafter | 127,798 | ' |
Total expected amortization expense for intangible assets | $350,206 | $382,732 |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 5,058,543 | 4,965,654 | 5,000,000 |
Restricted Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 973,193 | 0 | 112,135 |
Earnings_Per_Share_Schedule_Of
Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ($3,542) | ($7,751) | ($892) | $2,183 | $344 | $2,560 | $16,276 | $10,151 | ($10,002) | $29,331 | ($13,422) |
Weighted average common shares outstanding for basic earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | 100,108,316 | 99,985,782 | 94,160,687 |
Additional dilutive shares related to share based awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | 845,677 | ' |
Weighted average common shares outstanding for diluted earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | 100,108,316 | 100,831,459 | 94,160,687 |
Basic and diluted net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | ($0.04) | ($0.08) | ($0.01) | $0.02 | $0 | $0.03 | $0.16 | $0.10 | ($0.10) | $0.29 | ($0.14) |
Diluted | ($0.04) | ($0.08) | ($0.01) | $0.02 | $0 | $0.03 | $0.16 | $0.10 | ($0.10) | $0.29 | ($0.14) |
Geographic_Data_And_Concentrat2
Geographic Data And Concentrations (Narrative) (Details) (Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
customer | customer | customer | |
Sales [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Number of customers | 1 | 2 | 2 |
Concentration risk percentage | 11.00% | 10.00% | 10.00% |
Accounts Receivable [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Number of customers | 0 | 1 | ' |
Concentration risk percentage | 10.00% | 13.00% | ' |
Geographic_Data_And_Concentrat3
Geographic Data And Concentrations (Schedule Of Revenue And Long-Lived Assets) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $122,260 | $121,178 | $105,546 | $108,448 | $93,244 | $116,775 | $122,125 | $125,020 | $457,432 | $457,164 | $424,200 |
Long lived assets | 975,111 | ' | ' | ' | 994,929 | ' | ' | ' | 975,111 | 994,929 | ' |
Online [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 450,082 | 449,061 | ' |
Print [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 7,350 | 8,103 | ' |
USA [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 452,335 | 449,909 | ' |
Long lived assets | 970,903 | ' | ' | ' | 990,290 | ' | ' | ' | 970,903 | 990,290 | ' |
International [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 5,097 | 7,255 | ' |
Long lived assets | $4,208 | ' | ' | ' | $4,639 | ' | ' | ' | $4,208 | $4,639 | ' |
Fair_Value_Measurement_Narrati
Fair Value Measurement (Narrative) (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Fair Value Measurement [Abstract] | ' |
Discount factor | 16.00% |
Increase in fair value of contingent consideration | $10.10 |
Change in fair value of contingent consideration related to a passage of time | 6 |
Payments to be made | 18.3 |
Contingent acquisition consideration | 38.8 |
Discounted fair value of the maximum payments allowed | $20.50 |
Fair_Value_Measurement_Estimat
Fair Value Measurement (Estimated Fair Value, And Related Carrying Amounts) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Amount [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long term debt | $297,021 | $193,943 |
Estimated Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long term debt | $312,000 | $215,231 |
Fair_Value_Measurement_Fair_Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) (USD $) | Dec. 31, 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 | $38,762 | $17,197 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Contingent acquisition consideration | $38,762 | $17,197 |
Fair_Value_Measurement_Reconci
Fair Value Measurement (Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value Measurement [Abstract] | ' | ' | ' |
Balance at beginning of period | $17,197 | $3,668 | $190 |
Additions to Level 3 | 11,600 | 20,800 | 3,186 |
Transfers into Level 3 | ' | ' | ' |
Transfers out of Level 3 | -100 | ' | ' |
Change in fair value | 16,065 | -2,645 | 292 |
Payments | -6,000 | -4,626 | ' |
Balance at end of period | $38,762 | $17,197 | $3,668 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Jun. 30, 2011 | |
Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Performance Based Restricted Shares [Member] | USA [Member] | USA [Member] | UNITED KINGDOM | 2011 Equity Compensation Plan [Member] | |||||
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||||||||
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 | ' | 5,260,937 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cumulative catch up adjustment to reduce compensation expense | $724,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares, Granted | ' | 1,079,154 | ' | 120,635 | ' | ' | ' | ' | 422,000 | 120,135 | 1,079,154 | 500 | ' |
Shares outstanding | ' | 973,193 | ' | 112,135 | ' | 973,193 | 0 | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | 4,200,000 | 575,000 | 955,000 | 0 | ' | ' | ' | ' |
Extension of exercise period | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' |
Additional compensation cost | ' | ' | ' | ' | 4,400,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Average grant date fair value | ' | $15.59 | ' | $15 | ' | ' | ' | ' | $14.77 | ' | ' | ' | ' |
Stock options granted | ' | 355,000 | 440,000 | 5,210,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted, weighted average exercise price | ' | $18.46 | $19.27 | $15.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, contractual term | ' | '7 years | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options vested | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercisable | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price of common stock | ' | $17.94 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | ' | ' | ' | ' | ' | 11,900,000 | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | ' | ' | ' | ' | $14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, recognition period | ' | ' | ' | ' | '1 year 8 months 12 days | '2 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_StockB
Stock-Based Compensation (Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $17,960 | $9,120 | $5,509 |
Cost of revenue [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 790 | 599 | 445 |
Sales [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 1,767 | 1,387 | 899 |
Marketing [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 1,321 | 1,013 | 520 |
Product development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 1,667 | 1,492 | 985 |
General and administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $12,415 | $4,629 | $2,660 |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary Of Restricted Stock Award Activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-Based Compensation [Abstract] | ' | ' | ' |
Number of Shares, Beginning Balance | ' | 112,135 | ' |
Number of Shares, Granted | 1,079,154 | ' | 120,635 |
Number of Shares, Vested and released | -70,000 | -102,035 | ' |
Number of Shares, Forfeited | -35,961 | -10,100 | -8,500 |
Number of Shares, Ending Balance | 973,193 | ' | 112,135 |
Weighted Average Grant Date Fair Value, Beginning Balance | ' | $15 | ' |
Weighted Average Grant Date Fair Value, Granted | $15.59 | ' | $15 |
Weighted Average Grant Date Fair Value, Vested and released | $14.77 | $15 | ' |
Weighted Average Grant Date Fair Value, Forfeited | $15.37 | $15 | $15 |
Weighted Average Grant Date Fair Value, Ending Balance | $15.66 | ' | $15 |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-Based Compensation [Abstract] | ' | ' | ' |
Beginning Balance, Number of Shares | 5,005,654 | 5,000,000 | ' |
Granted, Number of Shares | 355,000 | 440,000 | 5,210,000 |
Exercised, Number of Shares | -188,851 | -97,469 | ' |
Forfeited, Number of Shares | -113,260 | -336,877 | -210,000 |
Ending Balance, Number of Shares | 5,058,543 | 5,005,654 | 5,000,000 |
Price Per Share, Minimum Beginning Balance | $11.17 | $14.32 | ' |
Price Per Share, Maximum Beginning Balance | $24.25 | $19.79 | ' |
Price Per Share, Granted Minimum | $11.05 | $11.17 | $14.32 |
Price Per Share, Granted Maximum | $20.77 | $24.25 | $19.79 |
Price Per Share, Exercised Minimum | $14.32 | ' | ' |
Price Per Share, Exercised | ' | $15 | ' |
Price Per Share, Exercised Maximum | $15 | ' | ' |
Price Per Share, Forfeited Minimum | $14.32 | ' | ' |
Price Per Share, Forfeited | ' | $15 | $15 |
Price Per Share, Forfeited Maximum | $17.55 | ' | ' |
Price Per Share, Minimum Ending Balance | $11.05 | $11.17 | $14.32 |
Price Per Share, Maximum Ending Balance | $24.25 | $24.25 | $19.79 |
Weighted Average Exercise Price, Beginning Balance | $15.49 | $15.09 | ' |
Granted, Weighted Average Exercise Price | $18.46 | $19.27 | $15.09 |
Exercised, Weighted Average Exercise Price | $14.98 | $15 | ' |
Forfeited, Weighted Average Exercise Price | $15.17 | $15 | $15 |
Weighted Average Exercise Price, Ending Balance | $15.70 | $15.49 | $15.09 |
Aggregate Intrinsic Value, Beginning Balance | $51,200 | $32,036,400 | ' |
Aggregate Intrinsic Value, Ending Balance | $13,167,000 | $51,200 | $32,036,400 |
StockBased_Compensation_Weight
Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-Based Compensation [Abstract] | ' | ' | ' |
Weighted average grant date fair value | $8.82 | $9.58 | $6.90 |
Expected volatility | 56.82% | 60.40% | 53.00% |
Risk free rate | 1.18% | 0.69% | 1.40% |
Expected lives | '4 years | '4 years 9 months | '4 years 9 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Losses from foreign operation | ($2,600,000) | ($1,900,000) | ($1,300,000) | ' |
Tax benefit related to IRS settlement | ' | 6,900,000 | ' | ' |
Net operating loss carryforwards expiration date | '2025 | ' | ' | ' |
Expense (benefit) for unrecognized tax benefits | 3,300,000 | -4,800,000 | 8,800,000 | ' |
Unrecognized tax benefits | 12,914,000 | 9,552,000 | 14,331,000 | 5,573,000 |
Liability for uncertain tax positions | 10,397,000 | 9,552,000 | ' | ' |
Interest and penalties recognized | 287,000 | 430,000 | 223,000 | ' |
Unrecognized tax benefits including interest and penalties | 13,600,000 | 10,000,000 | ' | ' |
Accrued interest and penalties on uncertain tax positions | 701,000 | 415,000 | ' | ' |
Curent Deferred Tax Assets [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Unrecognized tax benefits | 2,500,000 | ' | ' | ' |
Internal Revenue Service (IRS) [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 0 | 28,600,000 | ' | ' |
Interest and penalties recognized | ' | -430,000 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | $116,800,000 | $42,200,000 | ' | ' |
Income_Taxes_Schedule_Of_Compo
Income Taxes (Schedule Of Components Of Income Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | $9,083 | $2,267 | $157 |
State | 1,653 | 2,491 | 864 |
Total current | 10,736 | 4,758 | 1,021 |
Deferred: | ' | ' | ' |
Federal | -13,329 | 2,407 | 6,704 |
State | -2,846 | 332 | -2,137 |
Total deferred | -16,175 | 2,739 | 4,567 |
Total income tax (benefit) expense | ($5,439) | $7,497 | $5,588 |
Income_Taxes_Schedule_Of_Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Income taxes at statutory rate | ($5,404) | $12,890 | ($2,742) |
State income taxes, net of federal benefit | -2,466 | 2,153 | 574 |
Foreign losses | 537 | 677 | 471 |
IRS settlement | ' | -2,109 | ' |
Non deductible items related to acquisition | ' | ' | 2,930 |
Uncertain tax positions | 3,648 | -4,779 | 8,981 |
Other acquisition related items | -761 | -1,593 | -2,028 |
Adjustment to deferred tax assets | -428 | 728 | -202 |
Change in deferred asset effective rate | ' | 266 | -1,467 |
Other items | -565 | -736 | -929 |
Total income tax (benefit) expense | ($5,439) | $7,497 | $5,588 |
Income_Taxes_Schedule_Of_Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Taxes [Abstract] | ' | ' |
Allowance for doubtful accounts | $241 | $256 |
Accrued expenses | 1,427 | 2,604 |
Prepaid expenses | -1,710 | -923 |
Net operating loss carryforwards | 2,011 | 1,605 |
Accrued earnout contingencies | 5,186 | 221 |
Total current deferred tax assets | 7,155 | 3,763 |
Intangibles acquired | -99,177 | -99,097 |
Depreciation and amortization | 28,662 | 23,450 |
Stock compensation | 11,279 | 4,821 |
Accrued earnout contingencies | 7,537 | 6,344 |
Total nonurrent deferred tax liabilities | -51,699 | -64,482 |
Total net deferred tax liabilities | ($44,544) | ($60,719) |
Income_Taxes_Schedule_Of_Defer1
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities, Classification) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Total current deferred assets | $8,865 | $4,686 |
Total noncurrent deferred assets | 47,478 | 34,615 |
Deferred tax assets | 56,343 | 39,301 |
Deferred tax liabilities: | ' | ' |
Total current deferred liabilities | -1,710 | -923 |
Total noncurrent deferred liabilities | -99,177 | -99,097 |
Deferred tax liabilities | -100,887 | -100,020 |
Total net deferred tax liabilities | ($44,544) | ($60,719) |
Income_Taxes_Schedule_Of_Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of total net unrecognized tax benefits are classified as other liabilities | ' | ' | ' |
Unrecognized tax benefits, beginning balance | $9,552 | $14,331 | $5,573 |
Additions for prior year tax positions | 2,221 | ' | ' |
Reductions for settlements | ' | -4,779 | ' |
Gross increases - current year tax positions | 1,141 | ' | 8,758 |
Unrecognized tax benefits, ending balance | $12,914 | $9,552 | $14,331 |
Restructuring_Charges_Schedule
Restructuring Charges (Schedule Of Restructuring Charges And Their Utilization) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Charges [Abstract] | ' | ' | ' |
Beginning balance | ' | $1,011 | $369 |
Restructuring charges | ' | ' | 1,272 |
Utilized | ' | -1,011 | -630 |
Ending balance | ' | ' | $1,011 |
Recovered_Sheet1
Commitments And Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
employee | Former CEO [Member] | Former CEO [Member] | BanxCorp Litigation [Member] | |||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Compensatory damages, treble damages, and attorneys' fees and costs | ' | ' | ' | ' | ' | $180,000,000 |
Rent expense | 3,600,000 | 3,300,000 | 3,000,000 | ' | ' | ' |
Executed employment agreements, number of senior executives | 15 | ' | ' | ' | ' | ' |
Maximum severance provisions range | '1 year | ' | ' | ' | ' | ' |
Minimum severance provisions range | '3 months | ' | ' | ' | ' | ' |
Severance amount | 3,700,000 | ' | ' | ' | ' | ' |
Consulting period | ' | ' | ' | '2 years | ' | ' |
Consulting fees | ' | ' | ' | 40,000 | ' | ' |
Accrued consulting fees | ' | ' | ' | ' | $990,000 | ' |
Commitments_And_Contingencies_1
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Summary of initial lease terms | ' |
Operating leases, 2014 | $3,319 |
Capital leases, 2014 | 135 |
Operating leases, 2015 | 3,528 |
Capital leases, 2015 | 17 |
Operating leases, 2016 | 2,619 |
Operating leases, 2017 | 969 |
Operating leases, 2018 | 811 |
Operating leases, Thereafter | 1,133 |
Total minimum lease payments, Operating leases | 12,379 |
Total minimum lease payments, Capital leases | 152 |
Less interest | 6 |
Present value of minimum capital lease payments | 146 |
Obligations under capital leases, current | 130 |
Obligations under capital leases, noncurrent | $16 |
Debt_Senior_Notes_Details
Debt (Senior Notes) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Aug. 07, 2013 | Aug. 24, 2013 | Dec. 31, 2013 | Aug. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Senior Notes [Member] | Senior Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | Senior Secured Notes [Member] | Senior Notes and Senior Secured Notes [Member] | Senior Notes and Senior Secured Notes [Member] | Senior Notes and 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 | ' | ' | ' | ' | ' |
Loss on redemption of debt | -17,175,000 | ' | -16,629,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of unamortized original issue discount | ' | ' | ' | ' | ' | ' | 819,000 | ' | ' | ' | ' |
Write off of unamortized deferred loan fees | ' | ' | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' |
Interest expense excluding amortization | ' | ' | ' | ' | ' | ' | ' | ' | 22,100,000 | 22,900,000 | 29,100,000 |
Amortization of original issue discounts included in interest and other expenses | 445,000 | 330,000 | 365,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding discounts | 3,000,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | 2,100,000 | 2,200,000 | 2,000,000 | ' | ' | ' | ' | ' | 1,400,000 | 1,400,000 | 1,600,000 |
Unamortized deferred loan fees | 6,700,000 | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long term debt, net of unamortized discount | $297,021,000 | $193,943,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Revolving_Credit_Facility
Debt (Revolving Credit Facility) (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 07, 2013 | Aug. 07, 2013 | Aug. 07, 2013 | Dec. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
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] | Revolving Credit Facility [Member] | Revolving Credit Facility [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] | Base Rate [Member] | Eurodollar [Member] | |||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, amount | ' | ' | ' | $100,000,000 | $30,000,000 | $70,000,000 | ' | $100,000,000 | ' | ' | ' | $70,000,000 | ' | ' | ' | ' |
Number of tranches | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 17-May-18 | ' | ' | ' | ' | ' | ' | ' |
Amount available for borrowing | ' | ' | ' | ' | ' | ' | ' | ' | 70,000,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | 2,100,000 | 2,200,000 | 2,000,000 | ' | ' | ' | 641,000 | ' | ' | 799,000 | 419,000 | ' | ' | ' | ' | ' |
Unamortized deferred loan fees | 6,700,000 | 4,400,000 | ' | ' | ' | ' | 1,400,000 | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' |
Aggregate purchase price | $31,500,000 | $52,700,000 | ' |
Fair value of contingent acquisition | 11,600,000 | 20,800,000 | 2,130,000 |
Fair value of guaranteed purchase price payments | ' | 5,900,000 | ' |
Payment made by company for business acquisition | 22,125,000 | 31,393,000 | 89,469,000 |
Assumed net liability | ' | -300,000 | ' |
Goodwill | 9,800,000 | 6,700,000 | 35,600,000 |
Intangible assets | 20,300,000 | 46,000,000 | 55,400,000 |
Cash paid | ' | 2,200,000 | ' |
Cash paid as guaranteed purchase price due to business acquisition | ' | 4,500,000 | ' |
Changes in fair value of contingent acquisition consideration | 16,065,000 | -2,645,000 | 292,000 |
Change in fair value related to guaranteed purchase price | ' | 100,000 | ' |
Liability for acquisition | ' | 15,800,000 | ' |
Acquisition related payable | ' | 1,500,000 | ' |
Payments in relation to contingent consideration for previous acquisition | 7,500,000 | 5,626,000 | 576,000 |
Trademarks And URLs [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | 11,700,000 | 33,700,000 | ' |
Affiliate Network [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | 1,900,000 | 8,000,000 | ' |
Agent Relationships [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | ' | ' | 2,300,000 |
Customer Relationships [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | ' | 4,000,000 | 19,000,000 |
Developed Technology [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | 6,700,000 | 300,000 | 1,400,000 |
Domain Names [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | ' | ' | 32,700,000 |
Fiscal Year 2012 [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Payment made by company for business acquisition | ' | 30,200,000 | ' |
Changes in fair value of contingent acquisition consideration | ' | 2,800,000 | ' |
Payments in relation to contingent consideration for previous acquisition | ' | 1,200,000 | ' |
InsWeb Acquisition [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Aggregate purchase price | ' | ' | 64,300,000 |
Other Entities Acquired in 2011 [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Aggregate purchase price | ' | ' | $25,500,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Material event investment advisory services fee | 0.30% | ' | ' |
Advisory Fees to Apax Partners | ' | ' | $883,000 |
Costs associated with the Initial Public Offering and S-4 registration statement in relation to the Exchange Offer to Apax Partners | ' | ' | 34,700,000 |
Paid amount to senior executives and current, former Board members | ' | ' | 63,000 |
Capital contribution | ' | ' | 6,700,000 |
Insurance brokerage fees | 1,200,000 | 847,000 | 1,000,000 |
Acquisition-Related Costs [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Costs associated with the Initial Public Offering and S-4 registration statement in relation to the Exchange Offer to Apax Partners | ' | ' | 30,000,000 |
Deferred Loan Fees [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Costs associated with the Initial Public Offering and S-4 registration statement in relation to the Exchange Offer to Apax Partners | ' | ' | 917,000 |
IPO [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Costs associated with the Initial Public Offering and S-4 registration statement in relation to the Exchange Offer to Apax Partners | ' | ' | 3,800,000 |
Paid amount to senior executives and current, former Board members | ' | ' | 3,100,000 |
Limited Partner [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Capital contribution | ' | ' | $73,000,000 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Data [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $122,260 | $121,178 | $105,546 | $108,448 | $93,244 | $116,775 | $122,125 | $125,020 | $457,432 | $457,164 | $424,200 |
Gross margin | 85,245 | 80,654 | 68,074 | 72,409 | 62,456 | 79,093 | 84,516 | 84,742 | 306,382 | 310,807 | 280,490 |
Net (loss) income | ($3,542) | ($7,751) | ($892) | $2,183 | $344 | $2,560 | $16,276 | $10,151 | ($10,002) | $29,331 | ($13,422) |
Basic and diluted net (loss) income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | ($0.04) | ($0.08) | ($0.01) | $0.02 | $0 | $0.03 | $0.16 | $0.10 | ($0.10) | $0.29 | ($0.14) |
Diluted | ($0.04) | ($0.08) | ($0.01) | $0.02 | $0 | $0.03 | $0.16 | $0.10 | ($0.10) | $0.29 | ($0.14) |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 03, 2014 | Feb. 03, 2014 | |
Performance Based Restricted Shares [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Performance Based Restricted Shares [Member] | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Number of Shares, Granted | 1,079,154 | 120,635 | 422,000 | 762,825 | 773,469 |
Weighted Average Grant Date Fair Value, Granted | $15.59 | $15 | $14.77 | $16.06 | $16.06 |