Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Bankrate, Inc. | |
Entity Central Index Key | 1,518,222 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 99,378,370 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 144,611 | $ 141,725 |
Accounts receivable, net of allowance for doubtful accounts of $449 and $419, respectively | 75,911 | 70,865 |
Deferred income taxes | 6,407 | 6,407 |
Prepaid expenses and other current assets | 28,304 | 35,652 |
Assets held for sale | 1,215 | 1,627 |
Total current assets | 256,448 | 256,276 |
Furniture, fixtures and equipment, net of accumulated depreciation of $30,271 and $24,756, respectively | 16,959 | 13,299 |
Intangible assets, net of accumulated amortization of $270,381 and $228,667, respectively | 316,709 | 338,988 |
Goodwill | 628,139 | 641,367 |
Other assets | 13,114 | 13,499 |
Total assets | 1,231,369 | 1,263,429 |
Liabilities | ||
Accounts payable | 13,723 | 8,047 |
Accrued expenses | 27,369 | 46,030 |
Deferred revenue and customer deposits | 3,946 | 4,303 |
Accrued interest payable | 2,297 | 6,980 |
Other current liabilities | 12,240 | 13,629 |
Liabilities subject to sale | 1,254 | 1,074 |
Total current liabilities | 60,829 | 80,063 |
Deferred income taxes | 51,967 | 51,633 |
Long term debt, net of unamortized discount | 298,055 | 297,598 |
Other liabilities | 9,520 | 10,849 |
Total liabilities | $ 420,371 | $ 440,143 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $.01 per share - 300,000,000 shares authorized 102,942,411 shares and 102,286,646 shares issued respectively; 97,514,463 shares and 98,296,110 shares outstanding, respectively | $ 1,029 | $ 1,023 |
Additional paid-in capital | 926,343 | 904,740 |
Accumulated deficit | (41,757) | (23,639) |
Less: Treasury stock, at cost - 5,427,948 shares and 3,990,536 shares, respectively | (74,155) | (58,472) |
Accumulated other comprehensive loss | (462) | (366) |
Total stockholders' equity | 810,998 | 823,286 |
Total liabilities and stockholders' equity | $ 1,231,369 | $ 1,263,429 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 449 | $ 419 |
Accumulated depreciation | 30,271 | 24,756 |
Accumulated amortization | $ 270,381 | $ 228,667 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 102,942,411 | 102,286,646 |
Common stock, shares outstanding | 97,514,463 | 98,296,110 |
Treasury stock, shares | 5,427,948 | 3,990,536 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements Of Comprehensive Income [Abstract] | ||||
Revenue | $ 140,760 | $ 141,650 | $ 415,166 | $ 408,292 |
Costs and expenses: | ||||
Cost of revenue | 74,743 | 85,528 | 228,169 | 242,210 |
Sales and marketing | 6,235 | 6,228 | 18,666 | 18,662 |
Product development and technology | 9,591 | 7,399 | 26,794 | 21,253 |
General and administrative | 21,100 | 28,992 | 57,695 | 53,258 |
Legal settlements | (7,732) | 3 | 1,459 | |
Acquisition, disposition, offering and related expenses | 557 | 248 | 1,131 | 2,810 |
Restructuring charges | 93 | 93 | ||
Changes in fair value of contingent acquisition consideration | 348 | $ 682 | 735 | $ 2,832 |
Impairment charge | 35,000 | 35,000 | ||
Depreciation and amortization | 16,157 | $ 14,964 | 47,719 | $ 43,410 |
Total costs and expenses | 163,824 | 136,309 | 416,005 | 385,894 |
(Loss) income from operations | (23,064) | 5,341 | (839) | 22,398 |
Interest and other expenses, net | 5,558 | 5,231 | 17,250 | 15,583 |
(Loss) income before taxes | (28,622) | 110 | (18,089) | 6,815 |
Income tax (benefit) expense | (5,369) | 6,927 | (586) | 10,927 |
Net loss from continuing operations | (23,253) | (6,817) | (17,503) | (4,112) |
Net loss from discontinued operations, net of income taxes | (138) | (207) | (615) | (1,019) |
Net loss | $ (23,391) | $ (7,024) | $ (18,118) | $ (5,131) |
Basic net loss per share: | ||||
Continuing operations | $ (0.23) | $ (0.07) | $ (0.17) | $ (0.04) |
Discontinued operations | (0.01) | (0.01) | ||
Basic net loss per share | $ (0.23) | $ (0.07) | (0.18) | (0.05) |
Diluted net loss per share | ||||
Continuing operations | $ (0.23) | $ (0.07) | (0.17) | (0.04) |
Discontinued operations | (0.01) | (0.01) | ||
Diluted net loss per share | $ (0.23) | $ (0.07) | $ (0.18) | $ (0.05) |
Weighted average common shares outstanding: | ||||
Basic | 102,859,934 | 100,607,876 | 102,673,433 | 101,126,182 |
Diluted | 102,859,934 | 100,607,876 | 102,673,433 | 101,126,182 |
Other comprehensive loss, net of tax | $ (234) | $ (200) | $ (96) | $ (46) |
Comprehensive loss | $ (23,625) | $ (7,224) | $ (18,214) | $ (5,177) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss from continuing operations | $ (17,503) | $ (4,112) |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities | ||
Depreciation and amortization | 47,719 | 43,410 |
Provision for doubtful accounts receivable | 281 | 390 |
Deferred income taxes | 334 | |
Amortization of deferred financing charges and original issue discount | 1,130 | 1,632 |
Stock-based compensation | 21,609 | $ 12,742 |
Impairment charge | 35,000 | |
Purchase Accounting Adjustments | (1,010) | |
Loss on disposal of assets | 75 | |
Changes in fair value of contingent acquisition consideration | 735 | $ 2,832 |
Change in operating assets and liabilities, net of effect of business acquisitions | ||
Accounts receivable | (5,248) | (16,433) |
Prepaid expenses and other assets | 7,415 | (29,943) |
Accounts payable | 5,676 | 2,517 |
Accrued expenses | (18,708) | 4,404 |
Other liabilities | (10,158) | 1,270 |
Deferred revenue and customer deposits | (355) | 664 |
Net cash provided by operating activities - continuing operations | 66,992 | 19,373 |
Net cash provided by operating activities - discontinued operations | 180 | 78 |
Net cash provided by operating activities | 67,172 | 19,451 |
Cash flows from investing activities | ||
Purchases of furniture, fixtures and equipment and capitalized website development costs | (10,218) | (7,357) |
Cash used in business acquisitions, net | (30,753) | (62,184) |
Net cash used in investing activities - continuing operations | (40,971) | (69,541) |
Net cash used in investing activities - discontinued operations | (221) | (222) |
Net cash used in investing activities | (41,192) | (69,763) |
Cash flows from financing activities | ||
Cash paid for contingent acquisition consideration | (7,545) | (12,683) |
Purchase of Company stock | (15,683) | (57,848) |
Proceeds from exercise of stock options, net of costs | 22,826 | |
Net cash used in financing activities - continuing operations | $ (23,228) | $ (47,705) |
Net cash provided by financing activities - discontinued operations | ||
Net cash used in financing activities | $ (23,228) | $ (47,705) |
Effect of exchange rate on cash and cash equivalents | 101 | (79) |
Net increase (decrease) in cash | 2,853 | (98,096) |
Cash - beginning of period | 142,051 | 230,071 |
Cash - end of period | 142,051 | 230,071 |
Cash of continuing operations - end of period | $ 144,611 | $ 131,732 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization And Basis Of Presentation [Abstract] | |
Organization And Basis Of Presentation | Bankrate, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION 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 websites, Bankrate.com , CreditCards.com , insuranceQuotes.com and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial products and services, including mortgages, deposits, credit cards, insurance, senior care and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc. (“NetQuote”), NetQuote, Inc., insuranceQuotes, Inc., CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial, Inc. and Quizzle , LLC after elimination of all intercompany accounts and transactions. We operate the following business segments: · Banking – we offer information on rates for various types of mortgages, home lending and refinancing options, specific to geographic location and covering all 50 states; rate information on various deposit products such as money markets, savings and certificates of deposits; and information on retirement, taxes and debt management. This segment also provides original articles on topics related to the housing market and loan refinancing; provides online analytic tools to calculate investment values; and provides content on topics such as 401(k) planning, Social Security, tax deductions and exemptions, auto loans, debt consolidation and credit risk. · Credit Cards – we present visitors with a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and card comparison capabilities, and delivering news and advice on personal finance, credit card and bank policies, as well as tools and calculators to estimate credit scores and card benefits. · Insurance – in conjunction with local agents and insurance carriers, we facilitate a consumer’s ability to receive multiple competitive insurance quotes, and provide advice and detailed descriptions of insurance terms, and articles on topical subjects. · Other – includes the results of operations of Senior Care and aggregated smaller, dissimilar operating units, the results of our investments, unallocated corporate overhead and the elimination of transactions between segments. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, for any other interim period or for any other future year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 18, 2015 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s 2014 Annual Report on Form 10-K filed with the SEC on June 18, 2015 . Reclassification and Discontinued Operations Certain amounts presented for the nine months ended September 30, 2014 reflect reclassifications made to conform to the presentation in our 2014 Annual Report and our current presentation. In the second quarter of 2015, we identified a misclassification within shareholders’ equity between common stock, additional paid-in capital and treasury stock for the year ended 2014 and first quarter of 2015 which related to the treatment of restricted share awards. The December 31, 2014 consolidated balance sheet has been modified to reflect the reclassification of common stock, additional paid-in capital and treasury stock. There was no change to total shareholders ’ equity as a result of this modification. We believe this misclassification within stockholders’ equity was not material to total stockholders’ equity or to the financial statements taken as a whole. In 2014, we commenced the process of divesting our operations in China. In accordance with accounting principles generally accepted in the United States (“GAAP”), the results of our operations in China are presented as discontinued operations and, as such, have been excluded from continuing operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented. The assets and liabilities of the operations in China at September 30, 2015 and December 31, 2014 have been classified and segregated as held for sale and subject to sale, respectively, in the Condensed Consolidated Balance Sheets. The cash flows related to the operations in China have been classified and segregated in the Condensed Consolidated Statement of Cash Flows, for all periods presented. See Note 1 3 – Discontinued Operations for presentation of the results of the discontinued operations in China. New Accounting Pronouncements Recently Adopted Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends the definition of a discontinued operation and requires entities to provide additional disclosures about disposal transactions that do not meet the discontinued operations criteria. This ASU requires discontinued operations treatment for disposals of a component or group of components of an entity that represent a strategic shift that has or will have a major impact on an entity’s operations or financial results. ASU 2014-08 also expands the scope of FASB Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations,” to disposals of equity method investments and acquired businesses held for sale. We adopted ASU 2014-08 on January 1, 2015, as required, and it did not have a material impact on our consolidated financial statements. Recently Issued Pronouncements, Not Adopted as of September 30, 2015 In May 2014, the FASB issued ASU 2014-09 , “Revenue from Contracts with Customers.” The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. In connection with ASU 2015-14 issued in August 2015, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date”, t his amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted , to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 . The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are evaluating the effect that this amendment will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this accounting pronouncement is not expected to have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this accounting pronouncement is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share data applicable to the extraordinary item. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and may be applied prospectively and retrospectively. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years , and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrang ement.” The amendments in this u pdate provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this amendment, but at th is time do not expect it to have a material impact on our consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references , or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this update is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and applied prospectively. We are currently evaluating the impact of this amendment, but at this time do not expect it to have a material impact on our consolidated financial statements. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 2 – GOODWILL AND INTANGIBLE ASSETS During the third quarter, while the Company marketed its Insurance operating segment for sale, management noted a decline in its fair value. This triggering event resulted in impairment testing as of September 30, 2015. It was concluded that the segment is impaired. However, as our step two analysis was not yet complete we recorded our best estimate of the impairment loss, $3 5 million, based on the information available at the time. Actual impairment loss may be different from this amount and we will record an additional impairment charge in the fourth quarter 2015, upon the finalization of the step two analysis, if the analysis identifies that the implied fair value is below carrying value. Goodwill activity for the nine months ended September 30, 2015 is shown below: Balance, January 1, 2015 $ Additions due to acquisitions Estimated impairment charge Balance, September 30, 2015 $ 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 bas i s. Intangible assets subject to amortization were as follows as of September 30, 2015 : (In thousands) Cost Accumulated Amortization Net Trademarks and URLs $ $ $ Customer relationships Affiliate relationships Developed technology $ $ $ Intangible assets subject to amortization were as follows as of December 31, 2014 : (In thousands) Cost Accumulated Amortization Net Trademarks and URLs $ $ $ Customer relationships Affiliate relationships Developed technology $ $ $ Amortization expense for the three and nine months ended September 30, 2015 was $14.0 million and $41.8 million, respectively, and amortization expense for the three and nine months ended September 30, 2014 was $13.2 million and $38.2 million, respectively. Future amortization expense for assets placed into service on or before September 30, 2015 is expected to be: Amortization (In thousands) Expense Remainder of 2015 $ 2016 2017 2018 2019 Thereafter Total expected amortization expense for intangible assets $ |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 3 – EARNINGS PER SHARE We compute basic earnings per share by dividing net income (loss) for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share includes the effects of dilutive common stock equivalents, consisting of outstanding stock-based awards 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: Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands, except share and per share data) 2015 2014 2015 2014 Net loss from continuing operations $ $ $ $ Net loss from discontinued operations, net of income taxes Net loss $ $ $ $ Weighted average common shares outstanding for basic earnings per share Additional dilutive shares related to share based awards - - - - Weighted average common shares outstanding for diluted earnings per share Basic net loss per share: Continuing operations $ $ $ $ Discontinued operations - - Basic net loss per share $ $ $ $ Diluted net loss per share: Continuing operations $ $ $ $ Discontinued operations - - Diluted net loss per share $ $ $ $ As the Company incurred a net loss for the three and nine months ended September 3 0 , 201 5 and 201 4 , all outstanding stock options, restricted stock awards and performance stock awards have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY The activity in stockholders’ equity for the nine months ended September 30, 2015 is shown below: Common Stock Treasury Stock (In thousands) Shares Amount Additional paid-in capital Accumulated Deficit Shares Amount Accumulated Other Comprehensive Loss - Foreign Currency Translation Total Stockholders' Equity Balance at December 31, 2014 $ $ $ $ $ $ Other comprehensive loss, net of taxes - - - - - - Treasury stock purchased - - - - - Restricted stock issued - - - - - Stock-based compensation - - - - - - Net loss - - - - - - Balance at September 30, 2015 $ $ $ $ $ $ In September 2015, the Company’s Board of Directors authorized a $75.0 million share repurchase program. During the three months ended September 30, 2015, 1,231,680 shares were repurchased for approximately $13.1 million. The share repurchase program will expire December 31, 2016. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segments [Abstract] | |
Segments | NOTE 5 – SEGMENTS The reportable segments presented below represent our operating segments for which separate financial information is available and utilized on a regular basis by the chief operating decision maker, the Company’s chief executive officer, to assess performance and allocate resources. Management evaluates the operating results of each of the operating segments based upon revenue and “Adjusted EBITDA”, which we define as income from continuing operations before depreciation and amortization, interest, income taxes, changes in fair value of contingent acquisition consideration, stock-based compensation, and other items such as loss on extinguishment of debt, legal settlements, acquisition, disposition, offering and related expenses, the impact of purchase accounting, restructuring charges , any impairment charge , and costs related to unusual governmental actions, the financial review process that was used to prepare the restatement of our financial statements (the “Internal Review”), the restatement of our financial statements and related litigation. Our presentation of Adjusted EBITDA, a non-GAAP measure, may not be comparable to similarly-titled measures used by other companies. Three months ended September 30, 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ $ $ $ Credit Cards Insurance Other Total Company $ $ Less: Interest and other expenses, net Depreciation and amortization Changes in fair value of contingent acquisition consideration Stock-based compensation expense Legal settlements - Acquisition, disposition, offering and related expenses Restatement charges (A) Impact of purchase accounting - Restructuring charges - Impairment charge - Income tax (benefit) expense Net loss from continuing operations $ $ __________ (A) Restatement charges include expenses related to unusual governmental actions, the Internal Review, and restatement of our financial statements and related litigation. Nine months ended September 30, 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ $ $ $ Credit Cards Insurance Other Total Company $ $ Less: Interest and other expenses, net (A) Depreciation and amortization Changes in fair value of contingent acquisition consideration Stock-based compensation expense Legal settlements Acquisition, disposition, offering and related expenses Restatement charges (B) Impact of purchase accounting Restructuring charges - Impairment charge - Income tax (benefit) expense Net loss from continuing operations $ $ __________ (A) 2015 includes a $1.2 million charge related to the exit of an office lease. (B) Restatement charges include expenses related to unusual governmental actions, the Internal Review, and restatement of our financial statements and related litigation . |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | NOTE 6 – FAIR VALUE MEASUREMENT The carrying amounts of cash, accounts receivable and accrued interest approximate estimated fair value due to their short term nature . In measuring the fair value of our long term debt, we 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: September 30, 2015 December 31, 2014 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt $ $ $ $ In addition, we make recurring fair value measurements of contingent acquisition consideration using Level 3 unobservable inputs. We recognize 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, we review 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 fair value measurements of contingent acquisition consideration using the fair value hierarchy: Fair Value Measurement at September 30, 2015 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 $ - $ - $ $ Total recurring fair value measurements $ - $ - $ $ Fair Value Measurement at December 31, 2014 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 $ - $ - $ $ Total recurring fair value measurements $ - $ - $ $ The following table sets forth a reconciliation of changes in the fair value of Level 3 financial liabilities, contingent acquisition consideration, for the nine months ended September 30, 2015 : Nine months ended (In thousands) September 30, 2015 Balance, January 1, 2015 $ Additions to Level 3 Transfers into Level 3 - Transfers out of Level 3 - Change in fair value Payments Balance, September 30, 2015 $ The unobservable inputs used in determining the fair value of contingent acquisition consideration for earnout periods not yet completed include discount factors of 14% to 16% based on our weighted average cost of capital and projected results of the acquired businesses. The fair value calculated as of September 30, 2015 is subject to sensitivity as it relates to the projected results of the acquired businesses, which are uncertain in nature. Each calculation is based on a separate formula and results that differ from our projections could impact the fair value significantly. During the nine months ended September 30, 2015 , we changed certain estimates of the projected results of acquired businesses that resulted in a decrease in the fair value of contingent acquisition consideration and a credit to operating income of $946,000, offset by approximately $ 1 . 7 million recorded in the change in fair value of contingent acquisition consideration related to the passage of time. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 7 – STOCK-BASED COMPENSATION In June 2015, the Company established the 2015 Equity Compensation Plan (the “2015 Plan”), replacing the former 2011 Equity Compensation Plan (the “2011 Plan”), to grant stock-based awards for up to 8,049,594 shares of our common stock, plus the remaining 1,644,199 shares, including forfeitures, that were available to be awarded under the 2011 Plan. Under the 2015 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 related to the grants. The purpose of the 2015 Plan is to attract and retain officers, employees and non-employees, to provide such persons incentives and rewards and to align the participants’ economic interests with that of our stockholders. As of September 30, 2015 , 9,693,793 shares were available for f uture issuance under the 201 5 plan. The stock-based compensation expense for stock options , restricted stock and performance stock awards recognized in our condensed consolidated statements of comprehensive income are as follows: Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands) 2015 2014 2015 2014 Cost of revenue $ $ $ $ Sales and marketing Product development and technology General and administrative Total stock-based compensation $ $ $ $ Restricted Stock The following table summarizes restricted stock award activity for the nine months ended September 30, 2015 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2015 $ Granted Vested and released Forfeited Balance, September 30, 2015 $ Stock-based compensation expense related to restricted stock awards for the three months and nine months ended September 30, 2015 was approximately $4.4 million and $13.3 million, respectively, and for the three and nine months ended September 30, 2014 was approximately $2.5 million and $7.0 million, respectively. As of September 30, 2015 , there was unrecognized compensation cost related to non-vested restricted stock awards of $24.3 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.4 years. Performance Based Restricted Shares Performance based shares activity was as follows for the nine months ended September 30, 2015 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2015 $ Granted Vested/Earned - - Forfeited Unearned - - Balance, September 30, 2015 $ During the nine months ended September 30, 2015 , we granted 1,394,288 performance based restricted shares with an average grant date fair value of $12.73 per share. The shares include a performance condition , with the number of shares ultimately issued determined based on the Company’s Adjusted EBITDA for the two years ending December 31, 2016. The granted amount represents the maximum amount of the award at 150% of the target and the total number of shares ultimately issued can range from 0% to 100% of the granted amount. Stock-based compensation expense related to performance based shares for the three and nine months ended September 30, 2015 was approximately $4.8 million. No stock-based compensation expense was recorded for performance based shares during the three and nine months ended September 30, 2014 as satisfaction of performance condition s was not considered probable at that time . As of September 30, 2015, there was unrecognized compensation expense related to non-vested performance stock awards of $6.6 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 2.1 years. Stock Options Stock option activity was as follows for the nine months ended September 30, 2015 : Number of Price Weighted Average Aggregate Shares Per Share Exercise Price Intrinsic Value Balance, January 1, 2015 $ 11.05 - 24.25 $ $ Granted - - - Exercised - - - Forfeited Expired Balance, September 30, 2015 $ 11.05 - 24.25 $ $ - Pursuant to the income tax provisions of ASC 718 “Stock Compensation”, we follow the “long-haul method” of computing our hypothetical additional paid-in capital, or APIC, pool. Approximately 486,000 stock options vested during the nine months ended September 30, 2015 . 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 ( $10.35 at September 30, 2015 ) 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. Stock-based compensation expense related to stock option awards for the three and nine months ended September 30, 2015 was approximately $508,000 and $3.5 million, respectively, and for the three and nine months ended September 30, 2014 was $1.9 million and $5.7 million, respectively. As of September 30, 2015 , approximately $1.9 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 0.8 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES We calculate our income tax provision for interim periods based on two components: (i) the estimate of the annual effective tax rate and (ii) the existence of any interim period (i.e., discrete) events. The difference between income tax expense computed at the statutory rate and the reported income tax expense during the three and nine months ended September 30, 2015 is primarily due to a tax charge taken for stock compensation expense, U.S. state income tax expense , a release of an uncertain tax position and the tax effect of goodwill impairment . The difference between income tax expense computed at the statut ory rate and the reported income tax expense during the three and nine months ended September 30, 2014 is primarily due to nondeductible acquisition costs, the effect of U.S. state income tax expense and tax charges taken for stock compensation expense and the SEC settlement . We have approximately $4.2 million and $5.2 million of unrecognized tax benefits at September 30, 2015 and December 31, 2014 . 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 2010. During the three months ended September 30, 2015, w e concluded a New York City a udit for years 2010, 2011 and 2012 , for approximately $143,000 of additional tax paid . During the three months ended September 30 , 2015, the company filed amended tax returns for years 2011, 2012 and 2013 due to the financial restatement. The 2011 and 2012 amended tax returns have been audited by the IRS. We accrued approximately $6,000 and $78,000 during the three months ended September 30, 2015 and 2014 , respectively, and $25,000 and $234,000 during the nine months ended September 30, 2015 and 2014 , respectively, for the payment of interest which is recorded as income tax expense. During the three months ended September 30, 2015, w e released approximately $1.1 million o f an uncertain tax position and $88,000 of related interest, which was recorded as a benefit to tax expense due to a change in tax filing positions. During the three months ended September 30, 2015, we recorded a new reserve for an uncertain tax position in the amount of $121,000 . Our effective tax rate on continuing operations was a benefit of 18.8% and 3.2% during the three and nine months ended September 30, 2015 , respectively, compared to an expense of 6297.3% and 160.3% during the three and nine months ended September 30, 2014 , respectively . The chang e in our effective tax rate during the nine months ended September 30, 2015 is primarily attributed to a tax charge taken in 2014 for the expense related to the SEC settlement, the tax effect of goodwill impairment and a release of an uncertain tax position in 2015. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 9 – 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 filed motions in the first quarter of 2013 seeking summary judgment that are pending before the court. 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. Securities Litigation In October 2014, a putative class action lawsuit was brought in federal court in the United States District Court for the Southern District of Florida against the Company and certain of its current and former officers and directors. The suit, captioned The City of Los Angeles v. Bankrate, Inc., et al. , No. 14-CV-81323-DMM, alleges, among other things, that the Company’s 2011, 2012, and 2013 financial statements improperly recognized revenues and expenses and therefore were materially false and misleading, and seeks relief (including damages) under the federal securities laws on behalf of a proposed class consisting of all persons, other than the defendants, who purchased the Company’s securities between October 16, 2012 and September 15, 2014, inclusive. On February 23, 2015, the lead plaintiff filed an amended complaint, which asserts claims against the Company, certain officers and directors of the Company, entities associated with Apax Partners, the underwriters of the Company’s March 2014 stock offering, and the Company’s independent registered public accountant, alleging that the Company’s 2011, 2012, and 2013 financial statements were materially false and misleading and that the Company sold securities in March 2014 pursuant to a registration statement and prospectuses in violation of federal securities law. The amended complaint seeks unspecified compensatory damages and rescission or rescissionary damages. On March 9, 2015, the Company filed a motion to dismiss the amended complaint. Other named defendants, including the Company’s accountant, the underwriter defendants, and the Company’s former Chief Financial Officer, Edward J. DiMaria, have each filed separate and additional motions to dismiss the amended complaint. Those motions are pending. Pursuant to a notice of voluntary dismissal submitted by the lead plaintiff, the Apax Defendants were terminated from the action on April 23, 2015. The action is in its preliminary stages and we are not able to predict its outcome. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter. Two earlier lawsuits making similar allegations, captioned Tong v. Evans, et al. , No. 14-cv-81183-KLR (S.D. Fla), and Atiyeh v. Evans, et al. , No. 14 Civ. 8443 (JFK) (S.D.N.Y), were voluntarily dismissed by their respective plaintiffs. SEC and DOJ Investigations As previously disclosed, the SEC conducted a non-public formal investigation of Bankrate’s financial reporting with the principal focus on the quarters ending March 31, 2012 and June 30, 2012. The investigation examined whether accounting entries may have improperly impacted the Company’s reported results, including relative to market expectations at such time. On September 8, 2015, Bankrate announced a final settlement with the SEC with respect to the SEC’s investigation of the historical financial reporting. Without admitting or denying the findings in the SEC’s administrative cease-and-desist order, Bankrate paid a civil penalty of $15 million and entered into a consent order. In addition, as previously reported, the DOJ has informed the Company that it is investigating the matters that were the subject of the SEC investigation. It is not possible to predict when the DOJ investigation will be completed, the final outcome of the investigation, and what if any actions may be taken by the DOJ. CFPB Investigation The Company and certain of its employees have received Civil Investigative Demands ( “ CIDs ” ) from the Consumer Financial Protection Bureau (“ CFPB ”) to produce certain documents and answer questions relating to the Company’s quality control process for its online mortgage rate tables. The Company has cooperated in responding to the CIDs. The Company received a communication from the CFPB inviting the Company to respond to the CFPB’s identified issues in the form of a Notice of Opportunity to Respond and Advise during which the CFPB identified potential claims it might bring against the Company. The Company has submitted a response that it believes addresses the CFPB’s issues with respect to the Company’s online mortgage rate tables and its quality control processes. We are unable to predict when the CFPB investigation will be completed or the final outcome of the investigation, and cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter. TCPA Litigation On June 16, 2015, a putative class action lawsuit styled Johnson v. Bankrate, Inc. was filed against the Company in the United States District Court for the Southern District of Florida, alleging violations of the Telephone Consumer Protection Act (TCPA) and seeking statutory damages, injunctive relief and attorney’s fees. The plaintiff alleged that the Company contacted her and members of the class she seeks to represent on their cellular telephones without their prior express written consent and seeks to certify a nationwide class of individuals on that basis. The same day she filed her complaint, plaintiff filed a motion seeking an order certifying a class, but the court has stayed it pending the completion of discovery. On October 30, 2015, an amended complaint was filed adding a second named plaintiff, making the same allegations as the original complaint, and seeking certification of the same proposed class and the same relief as the original complaint. The Company intends 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 case. Sales Tax Contingencies The Company may be subject to sales taxes related to sourcing of certain revenue streams in one of its operating segments in certain state jurisdictions. An estimate of the amount or range of possible loss cannot be estimated at this time as the Company needs to obtain additional information and perform certain analysis regarding these potential state taxes. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt [Abstract] | |
Debt | NOTE 10 – DEBT Senior Notes On August 2, 2013, the Company completed the offering of its 6.125% unsecured notes (“Senior Notes”). The Senior Notes, due 2018, were issued at 98.938% of par and accrue interest daily on the outstanding principal amount, which is payable semi-annually, in arrears, on August 15 and February 15. As of August 15, 2015, we 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), we 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 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). Interest expense, excluding the amortization of deferred financing costs and the original issue discounts, related to the Senior Notes was $ 4.6 million and $13.8 million, for the three and nine months ended September 30, 2015 respectively, and was $4.6 million and $13.8 million for the three and nine months ended September 30, 2014 , respectively. We amortized original issue discount, which is included within interest and other expenses on the accompanying condensed consolidated statements of comprehensive income, of $155,000 and $457,000 during the three and nine months ended September 30 , 2015 , respectively, and $145,000 and $429,000 during the three and nine months ended September 30, 2014 , respectively. At September 30, 2015 and December 31, 2014 , approximately $1.9 million and $2.4 million, respectively, of original issue discount remains to be amortized. We amortized deferred loan fees related to the Senior Notes, which are included within interest and other expenses on the accompanying condensed consolidated statement of comprehensive income, of $425,000 and $1.2 million during the three and nine months ended September 30, 2015 and $322,000 and $948,000 d uring the three and nine months ended September 30, 2014 , respectively. On March 31 and May 11, 2015, as required under the terms of the Company’s Senior Notes Indenture, as supplemented by the Third Supplemental Indenture thereto, we made $354,000 and $374,000 consent payments, respectively, to certain holders of the Senior Notes due to the delay in providing timely financial statements. These payments were recorded as deferred loan fees and are being amortized over the remaining term of the Senior Notes. At September 30, 2015 and December 31, 2014 , approximately $ 5.4 million and $5.8 million, respectively, in deferred loan fees remains to be amortized. Revolving Credit Facility On August 7, 2013, the Company entered into a Revolving Credit Agreement (the “Credit Agreement”), which certain subsidiaries of the Company serve as guarantors (the “Guarantors ” ). The Credit Agreement provides for a $70.0 million revolving facility (“Revolving Credit Facility”) which matures on May 17, 2018 . The proceeds 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 our option, either (i) an alternate base rate (as defined in the Revolving Credit Facility) or (ii) 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, we 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 our consolidated total leverage ratio. We may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans). The Credit Agreement contains customary affirmative and negative covenants and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00 :1.00 as of the last day of any fiscal quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. We were in compliance with all required covenants as of September 30, 2015 . All obligations under the Credit Agreement are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens on the assets of the Company and the Guarantors. As of September 30, 2015 , $70.0 million was available for borrowing under the Revolving Credit Facility and there were no amounts outstanding. During the three and nine months ended September 30, 2015 , the Company amortized $85,000 and $254,000 of deferred loan fees, respectively, and during the three and nine months ended September 30, 2014 the Company amortized $85,000 and $254,000 of deferred loan fees, respectively, which is included in interest and other expenses on the accompanying condensed consolidated statements of comprehensive income (loss). At September 30, 2015 and December 31, 2014 , approximately $839,000 and $1.1 million, respectively, in deferred loan fees remains to be amortized. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 11 – ACQUISITIONS 2015 Acquisitions On April 1, 2015 we acquired Quizzle, LLC and d uring 2015 we acquired certain assets and assumed certain liabilities of other certain entities . These acquisitions had an aggregate purchase price of $40.3 million, including $6.9 million in fair value of deferred payments and $2.7 million in fair value of contingent acquisition consideration. The acquisitions were accounted for under purchase accounting and are included in our consolidated results from the acquisition dates. The financial results of the acquired businesses are immaterial individually and in aggregate to our net assets and results of operations. We recorded $21.8 million in goodwill and $19.2 million of intangible assets related to these acquisitions with estimated weighted average useful lives of 10 years, consisting of approximately $11.5 million of developed technology, approximately $4.6 million of trademarks and domain names and approximately $3.1 million of customer relationships. 2014 Acquisitions Acquisition of Caring, Inc. On May 1, 2014 , we acquired Caring, Inc., a Delaware corporation (“Caring”), through the merger of a wholly owned subsidiary of Bankrate with and into Caring, with Caring continuing as the surviving corporation (the “Merger”), for $53.7 million, net of cash acquired, and $4.3 million was placed in escrow to satisfy certain indemnification obligations of Caring’s shareholders. As of September 30, 2015, no escrow payments have been made. We recorded approximately $23.0 million in goodwill, which reflects the adjustments necessary to allocate the purchase price to the fair value of the assets acquired and the liabilities assumed. We expect goodwill will not be deductible for income tax purposes. Approximately $29.5 million was recorded as intangible assets with estimated weighted average useful lives of 9 years, consisting of an Internet domain name for $14.6 million, customer relationships for $9.9 million, and developed technology for $5.0 million. Caring was a privately held company and the owner of Caring.com , a leading senior care resource for those seeking information and support as they care for aging family members and loved ones. This acquisition was made to complement our online publishing business and to enter a new product vertical. The results of operations of Caring are included in our consolidated results from the acquisition date. The acquisition is accounted for as a business combination. Acquisition of Wallaby Financial, Inc. On December 1, 2014, we acquired Wallaby Financial, Inc., a Delaware corporation (“Wallaby”), for $10.0 million. The financial results of Wallaby are immaterial to our net assets and results of operations. The acquisition was accounted for as a purchase and included in our consolidated results from the acquisition date. We recorded $6.1 million in goodwill and $3.9 million in intangible assets related to the acquisition, consisting of $3.6 million of developed technology and $250,000 of trademarks with estimated weighted average useful lives of 5 years. We expect goodwill will not be deductible for income tax purposes. Other During the year ended December 31, 2014 , the Company also acquired certain assets and assumed certain liabilities of a third party for a purchase price of approximately $9.9 million, including $1.9 million of contingent acquisition consideration. The acquisition is immaterial to the Company’s net assets and results of operations. The acquisition was accounted for as a purchase and is included in the Company’s consolidated results of operations from the acquisition date. The Company recorded $30,000 in goodwill and approximately $9.9 million in intangible assets with a weighted average useful life of 7 years, consisting of trademarks and URLs. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring [Abstract] | |
Restructuring | NOTE 12 – RESTRUCTURING During August 2015, we committed to an initiative of identify ing best practices , enhancing internal controls and driv ing efficiency throughout the finance function , by improving proces ses and consolidating functions . During the three months ended September 30, 2015, as part of this process, we formally communicated the termination of employment to approximately 10 employees. The costs associated with this initiative primarily represent severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in cash. As of September 30, 2015, we have terminated several of these employees. We expect further restructuring expense of approximately $120,000 related to this initiative to be incurred over the next 12 months. The following tables summarize the changes to our restructuring-related liabilities and identify the amounts recorded for restructuring expe nse and corresponding payments: Nine months ended September 30, 2015 (In thousands) Balance at December 31, 2014 $ - Restructuring charges Utilized - Balance at September 30, 2015 $ |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | NOTE 1 3 – DISCONTINUED OPERATIONS In 2014, we commenced the process of divesting our operations in China , which is classified as discontinued operations in the condensed consolidated financial statements for all periods presented. In addition, the assets and liabilities associated with the discontinued operations are classified as assets held for sale and liabilities subject to sale, respectively, in the condensed consolidated balance sheets. The following table presents the carrying amounts of major classes of assets and liabilities of the discontinued operations that are presented as assets held for sale and liabilities subject to sale on the Condensed Consolidated Balance Sheet: (Unaudited) September 30, December 31, (In thousands) 2015 2014 Cash and cash equivalents $ $ Accounts receivable, net Prepaid expenses and other current assets Total current assets Furniture, fixtures and equipment, net Intangible assets, net Other assets - Total assets classified as held for sale $ $ Accounts payable $ $ Accrued expenses Deferred revenue and customer deposits Other current liabilities Total current liabilities Total liabilities classified as subject to sale $ $ The following table presents the major classes of line items constituting net loss from discontinued operations , which is presented in the Condensed Consolidated Statement of Comprehensive Income: Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands) 2015 2014 2015 2014 Revenue $ $ $ $ Costs and expenses: Cost of revenue Sales and marketing Product development and technology General and administrative Depreciation and amortization Interest income and other Net loss from discontinued operations $ $ $ $ |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENT On November 5, 2015, the Company entered into an Equity Purchase Agreement with All Web Leads, Inc. for aggregate consideration of $165.0 million for its Insurance business. The purchase price to be paid by All Web Leads will consist of $140.0 million to be paid in cash at the closing, and $25.0 million to be paid on the second anniversary of the closing date in cash or, to the extent payment in cash in full is restricted under All Web Leads’ senior credit agreement, by delivery of a subordinated promissory note. The transaction is subject to certain closing conditions, including all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been earlier terminated. |
Organization And Basis Of Pre20
Organization And Basis Of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization And Basis Of Presentation [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 websites, Bankrate.com , CreditCards.com , insuranceQuotes.com and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial products and services, including mortgages, deposits, credit cards, insurance, senior care and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries NetQuote Holdings, Inc. (“NetQuote”), NetQuote, Inc., insuranceQuotes, Inc., CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial, Inc. and Quizzle , LLC after elimination of all intercompany accounts and transactions. We operate the following business segments: · Banking – we offer information on rates for various types of mortgages, home lending and refinancing options, specific to geographic location and covering all 50 states; rate information on various deposit products such as money markets, savings and certificates of deposits; and information on retirement, taxes and debt management. This segment also provides original articles on topics related to the housing market and loan refinancing; provides online analytic tools to calculate investment values; and provides content on topics such as 401(k) planning, Social Security, tax deductions and exemptions, auto loans, debt consolidation and credit risk. · Credit Cards – we present visitors with a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and card comparison capabilities, and delivering news and advice on personal finance, credit card and bank policies, as well as tools and calculators to estimate credit scores and card benefits. · Insurance – in conjunction with local agents and insurance carriers, we facilitate a consumer’s ability to receive multiple competitive insurance quotes, and provide advice and detailed descriptions of insurance terms, and articles on topical subjects. · Other – includes the results of operations of Senior Care and aggregated smaller, dissimilar operating units, the results of our investments, unallocated corporate overhead and the elimination of transactions between segments. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, for any other interim period or for any other future year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 18, 2015 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s 2014 Annual Report on Form 10-K filed with the SEC on June 18, 2015 . |
Reclassification and Discontinued Operations | Reclassification and Discontinued Operations Certain amounts presented for the nine months ended September 30, 2014 reflect reclassifications made to conform to the presentation in our 2014 Annual Report and our current presentation. In the second quarter of 2015, we identified a misclassification within shareholders’ equity between common stock, additional paid-in capital and treasury stock for the year ended 2014 and first quarter of 2015 which related to the treatment of restricted share awards. The December 31, 2014 consolidated balance sheet has been modified to reflect the reclassification of common stock, additional paid-in capital and treasury stock. There was no change to total shareholders ’ equity as a result of this modification. We believe this misclassification within stockholders’ equity was not material to total stockholders’ equity or to the financial statements taken as a whole. In 2014, we commenced the process of divesting our operations in China. In accordance with accounting principles generally accepted in the United States (“GAAP”), the results of our operations in China are presented as discontinued operations and, as such, have been excluded from continuing operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented. The assets and liabilities of the operations in China at September 30, 2015 and December 31, 2014 have been classified and segregated as held for sale and subject to sale, respectively, in the Condensed Consolidated Balance Sheets. The cash flows related to the operations in China have been classified and segregated in the Condensed Consolidated Statement of Cash Flows, for all periods presented. See Note 1 3 – Discontinued Operations for presentation of the results of the discontinued operations in China. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends the definition of a discontinued operation and requires entities to provide additional disclosures about disposal transactions that do not meet the discontinued operations criteria. This ASU requires discontinued operations treatment for disposals of a component or group of components of an entity that represent a strategic shift that has or will have a major impact on an entity’s operations or financial results. ASU 2014-08 also expands the scope of FASB Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations,” to disposals of equity method investments and acquired businesses held for sale. We adopted ASU 2014-08 on January 1, 2015, as required, and it did not have a material impact on our consolidated financial statements. Recently Issued Pronouncements, Not Adopted as of September 30, 2015 In May 2014, the FASB issued ASU 2014-09 , “Revenue from Contracts with Customers.” The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. In connection with ASU 2015-14 issued in August 2015, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date”, t his amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted , to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 . The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are evaluating the effect that this amendment will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this accounting pronouncement is not expected to have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this accounting pronouncement is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share data applicable to the extraordinary item. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and may be applied prospectively and retrospectively. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years , and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrang ement.” The amendments in this u pdate provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this amendment, but at th is time do not expect it to have a material impact on our consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references , or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance, but at this time do not expect it to have a material impact on our consolidated financial statements In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this update is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and applied prospectively. We are currently evaluating the impact of this amendment, but at this time do not expect it to have a material impact on our consolidated financial statements. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Goodwill Activity | Balance, January 1, 2015 $ Additions due to acquisitions Estimated impairment charge Balance, September 30, 2015 $ |
Components Of Intangible Assets Subject To Amortization | Intangible assets subject to amortization were as follows as of September 30, 2015 : (In thousands) Cost Accumulated Amortization Net Trademarks and URLs $ $ $ Customer relationships Affiliate relationships Developed technology $ $ $ Intangible assets subject to amortization were as follows as of December 31, 2014 : (In thousands) Cost Accumulated Amortization Net Trademarks and URLs $ $ $ Customer relationships Affiliate relationships Developed technology $ $ $ |
Summary Of Future Amortization Expense | Amortization (In thousands) Expense Remainder of 2015 $ 2016 2017 2018 2019 Thereafter Total expected amortization expense for intangible assets $ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings Per Share | Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands, except share and per share data) 2015 2014 2015 2014 Net loss from continuing operations $ $ $ $ Net loss from discontinued operations, net of income taxes Net loss $ $ $ $ Weighted average common shares outstanding for basic earnings per share Additional dilutive shares related to share based awards - - - - Weighted average common shares outstanding for diluted earnings per share Basic net loss per share: Continuing operations $ $ $ $ Discontinued operations - - Basic net loss per share $ $ $ $ Diluted net loss per share: Continuing operations $ $ $ $ Discontinued operations - - Diluted net loss per share $ $ $ $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Activity In Stockholders' Equity | Common Stock Treasury Stock (In thousands) Shares Amount Additional paid-in capital Accumulated Deficit Shares Amount Accumulated Other Comprehensive Loss - Foreign Currency Translation Total Stockholders' Equity Balance at December 31, 2014 $ $ $ $ $ $ Other comprehensive loss, net of taxes - - - - - - Treasury stock purchased - - - - - Restricted stock issued - - - - - Stock-based compensation - - - - - - Net loss - - - - - - Balance at September 30, 2015 $ $ $ $ $ $ |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segments [Abstract] | |
Schedule Of Revenue By Reportable Segments | Three months ended September 30, 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ $ $ $ Credit Cards Insurance Other Total Company $ $ Less: Interest and other expenses, net Depreciation and amortization Changes in fair value of contingent acquisition consideration Stock-based compensation expense Legal settlements - Acquisition, disposition, offering and related expenses Restatement charges (A) Impact of purchase accounting - Restructuring charges - Impairment charge - Income tax (benefit) expense Net loss from continuing operations $ $ __________ (A) Restatement charges include expenses related to unusual governmental actions, the Internal Review, and restatement of our financial statements and related litigation. Nine months ended September 30, 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ $ $ $ Credit Cards Insurance Other Total Company $ $ Less: Interest and other expenses, net (A) Depreciation and amortization Changes in fair value of contingent acquisition consideration Stock-based compensation expense Legal settlements Acquisition, disposition, offering and related expenses Restatement charges (B) Impact of purchase accounting Restructuring charges - Impairment charge - Income tax (benefit) expense Net loss from continuing operations $ $ __________ (A) 2015 includes a $1.2 million charge related to the exit of an office lease. Restatement charges include expenses related to unusual governmental actions, the Internal Review, and restatement of our financial statements and related litigation . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurement [Abstract] | |
Estimated Fair Value And Related Carrying Amounts | September 30, 2015 December 31, 2014 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt $ $ $ $ |
Fair Value Measurement Of Contingent Acquisition Consideration | Fair Value Measurement at September 30, 2015 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 $ - $ - $ $ Total recurring fair value measurements $ - $ - $ $ Fair Value Measurement at December 31, 2014 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 $ - $ - $ $ Total recurring fair value measurements $ - $ - $ $ |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | Nine months ended (In thousands) September 30, 2015 Balance, January 1, 2015 $ Additions to Level 3 Transfers into Level 3 - Transfers out of Level 3 - Change in fair value Payments Balance, September 30, 2015 $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards | Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands) 2015 2014 2015 2014 Cost of revenue $ $ $ $ Sales and marketing Product development and technology General and administrative Total stock-based compensation $ $ $ $ |
Summary Of Restricted Stock Award Activity | Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2015 $ Granted Vested and released Forfeited Balance, September 30, 2015 $ |
Schedule Of Performance Based Shares | Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2015 $ Granted Vested/Earned - - Forfeited Unearned - - Balance, September 30, 2015 $ |
Stock Option Activity | Number of Price Weighted Average Aggregate Shares Per Share Exercise Price Intrinsic Value Balance, January 1, 2015 $ 11.05 - 24.25 $ $ Granted - - - Exercised - - - Forfeited Expired Balance, September 30, 2015 $ 11.05 - 24.25 $ $ - |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring [Abstract] | |
Summary Of The Changes To Restructuring-related Liabilities And Identify The Amounts Recorded For Restructuring Expense And Corresponding Payments | Nine months ended September 30, 2015 (In thousands) Balance at December 31, 2014 $ - Restructuring charges Utilized - Balance at September 30, 2015 $ |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Condensed Consolidated Balance Sheet and Condensed Consolidated Statement Of Comprehensive Income | The following table presents the carrying amounts of major classes of assets and liabilities of the discontinued operations that are presented as assets held for sale and liabilities subject to sale on the Condensed Consolidated Balance Sheet: (Unaudited) September 30, December 31, (In thousands) 2015 2014 Cash and cash equivalents $ $ Accounts receivable, net Prepaid expenses and other current assets Total current assets Furniture, fixtures and equipment, net Intangible assets, net Other assets - Total assets classified as held for sale $ $ Accounts payable $ $ Accrued expenses Deferred revenue and customer deposits Other current liabilities Total current liabilities Total liabilities classified as subject to sale $ $ The following table presents the major classes of line items constituting net loss from discontinued operations , which is presented in the Condensed Consolidated Statement of Comprehensive Income: Three months ended Nine months ended September 30, September 30, September 30, September 30, (In thousands) 2015 2014 2015 2014 Revenue $ $ $ $ Costs and expenses: Cost of revenue Sales and marketing Product development and technology General and administrative Depreciation and amortization Interest income and other Net loss from discontinued operations $ $ $ $ |
Organization And Basis Of Pre29
Organization And Basis Of Presentation (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015item | |
Organization And Basis Of Presentation [Abstract] | |
Number of financial products | 300 |
Goodwill And Intangible Asset30
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill And Intangible Assets [Abstract] | ||||
Estimated impairment loss | $ (35,000) | |||
Amortization expense | $ 14,000 | $ 13,200 | $ 41,800 | $ 38,200 |
Goodwill And Intangible Asset31
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill And Intangible Assets [Abstract] | |
Balance, January 1, 2015 | $ 641,367 |
Additions due to acquisitions | 21,772 |
Estimated impairment loss | (35,000) |
Balance, March 31, 2015 | $ 628,139 |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 587,090 | $ 567,655 |
Accumulated Amortization | (270,381) | (228,667) |
Total expected amortization expense for intangible assets | 316,709 | 338,988 |
Trademarks and URLs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 298,017 | 293,241 |
Accumulated Amortization | (93,997) | (75,176) |
Total expected amortization expense for intangible assets | 204,020 | 218,065 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 227,078 | 223,906 |
Accumulated Amortization | (141,636) | (122,201) |
Total expected amortization expense for intangible assets | 85,442 | 101,705 |
Affiliate relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 22,770 | 22,780 |
Accumulated Amortization | (13,292) | (12,617) |
Total expected amortization expense for intangible assets | 9,478 | 10,163 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 39,225 | 27,728 |
Accumulated Amortization | (21,456) | (18,673) |
Total expected amortization expense for intangible assets | $ 17,769 | $ 9,055 |
Goodwill And Intangible Asset33
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets [Abstract] | ||
Remainder of 2015 | $ 13,968 | |
2,016 | 54,561 | |
2,017 | 53,545 | |
2,018 | 41,382 | |
2,019 | 32,270 | |
Thereafter | 120,983 | |
Total expected amortization expense for intangible assets | $ 316,709 | $ 338,988 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (23,253) | $ (6,817) | $ (17,503) | $ (4,112) |
Net loss from discontinued operations, net of income taxes | (138) | (207) | (615) | (1,019) |
Net loss | $ (23,391) | $ (7,024) | $ (18,118) | $ (5,131) |
Weighted average common shares outstanding for basic earnings per share | 102,859,934 | 100,607,876 | 102,673,433 | 101,126,182 |
Weighted average common shares outstanding for diluted earnings per share | 102,859,934 | 100,607,876 | 102,673,433 | 101,126,182 |
Basic net loss per share: | ||||
Continuing operations | $ (0.23) | $ (0.07) | $ (0.17) | $ (0.04) |
Discontinued operations | (0.01) | (0.01) | ||
Basic net loss per share | $ (0.23) | $ (0.07) | (0.18) | (0.05) |
Diluted net loss per share | ||||
Continuing operations | $ (0.23) | $ (0.07) | (0.17) | (0.04) |
Discontinued operations | (0.01) | (0.01) | ||
Diluted net loss per share | $ (0.23) | $ (0.07) | $ (0.18) | $ (0.05) |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | ||
Treasury stock purchased, Shares | 1,231,680 | |
Treasury stock purchased | $ 13,100 | $ 15,683 |
Stockholders' Equity (Activity
Stockholders' Equity (Activity In Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Balance | $ 823,286 | |||
Balance, Shares | 98,296,110 | |||
Other comprehensive income, net of taxes | $ (96) | |||
Treasury stock purchased | $ (13,100) | (15,683) | ||
Treasury stock purchased, Shares | (1,231,680) | |||
Stock-based compensation | 21,609 | |||
Net loss | $ (23,391) | $ (7,024) | (18,118) | $ (5,131) |
Balance | $ 810,998 | $ 810,998 | ||
Balance, Shares | 97,514,463 | 97,514,463 | ||
Common Stock [Member] | ||||
Balance | $ 1,023 | |||
Balance, Shares | 102,287,000 | |||
Restricted stock issued, net of cancellations | $ 6 | |||
Restricted stock issued, net of cancellations, Shares | 655,000 | |||
Balance | $ 1,029 | $ 1,029 | ||
Balance, Shares | 102,942,000 | 102,942,000 | ||
Additional paid-in capital [Member] | ||||
Balance | $ 904,740 | |||
Restricted stock issued, net of cancellations | (6) | |||
Stock-based compensation | 21,609 | |||
Balance | $ 926,343 | 926,343 | ||
Accumulated Deficit [Member] | ||||
Balance | (23,639) | |||
Net loss | (18,118) | |||
Balance | (41,757) | (41,757) | ||
Treasury Stock [Member] | ||||
Balance | $ (58,472) | |||
Balance, Shares | (3,991,000) | |||
Treasury stock purchased | $ (15,683) | |||
Treasury stock purchased, Shares | (1,437,000) | |||
Balance | $ (74,155) | $ (74,155) | ||
Balance, Shares | (5,428,000) | (5,428,000) | ||
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | ||||
Balance | $ (366) | |||
Other comprehensive income, net of taxes | (96) | |||
Balance | $ (462) | $ (462) |
Segments (Narrative) (Details)
Segments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Interest and other expenses, net | $ 5,558 | $ 5,231 | $ 17,250 | $ 15,583 |
Exit Of An Office Lease [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Interest and other expenses, net | $ 1,200 |
Segments (Schedule Of Revenue B
Segments (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 140,760 | $ 141,650 | $ 415,166 | $ 408,292 | |
Adjusted EBITDA | 39,936 | 36,420 | 116,132 | 105,664 | |
Interest and other expenses, net | 5,558 | 5,231 | 17,250 | 15,583 | |
Depreciation and amortization | 16,157 | 14,964 | 47,719 | 43,410 | |
Changes in fair value of contingent acquisition consideration | 348 | 682 | 735 | 2,832 | |
Stock-based compensation expense | 9,756 | 4,404 | 21,609 | 12,742 | |
Legal settlements | (7,732) | 3 | 1,459 | ||
Acquisition, , disposition, offering and related expenses | 557 | 248 | 1,131 | 2,810 | |
Restatement charges | [1] | 1,089 | 18,320 | 10,647 | 19,600 |
Impact of purchase accounting | $ 193 | 34 | $ 413 | ||
Restructuring charges | 93 | 93 | |||
Impairment charge | 35,000 | 35,000 | |||
Income tax expense (benefit) | (5,369) | $ 6,927 | (586) | $ 10,927 | |
Net loss from continuing operations | (23,253) | (6,817) | (17,503) | (4,112) | |
Banking [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 26,979 | 28,355 | 82,121 | 89,955 | |
Adjusted EBITDA | 7,427 | 10,078 | 27,187 | 34,267 | |
Credit Cards [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 65,388 | 58,834 | 178,215 | 166,720 | |
Adjusted EBITDA | 32,771 | 23,857 | 84,675 | 65,833 | |
Insurance [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 41,554 | 51,611 | 137,987 | 149,288 | |
Adjusted EBITDA | 4,661 | 6,627 | 17,511 | 18,795 | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,839 | 2,850 | 16,843 | 2,329 | |
Adjusted EBITDA | $ (4,923) | $ (4,142) | $ (13,241) | $ (13,231) | |
[1] | Restatement charges include expenses related to unusual governmental actions, the Internal Review, and restatement of our financial statements and related litigation. |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Decrease in fair value of contingent consideration | $ (946,000) |
Change in fair value of contingent consideration related to a passage of time | $ 1,700,000 |
Minimum [Member] | |
Discount factor | 14.00% |
Maximum [Member] | |
Discount factor | 16.00% |
Fair Value Measurement (Estimat
Fair Value Measurement (Estimated Fair Value And Related Carrying Amounts) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 298,055 | $ 297,598 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 288,000 | $ 280,500 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | $ 10,282 | $ 19,028 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | $ 10,282 | $ 19,028 |
Contingent acquisition consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | $ 10,282 | $ 19,028 |
Contingent acquisition consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | ||
Contingent acquisition consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | ||
Contingent acquisition consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent acquisition consideration | $ 10,282 | $ 19,028 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Measurement [Abstract] | |
Balance at beginning of period | $ 19,028 |
Additions to Level 3 | $ 3,766 |
Transfers into Level 3 | |
Transfers out of Level 3 | |
Change in fair value | $ 735 |
Payments | (13,247) |
Balance at end of period | $ 10,282 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 9,756,000 | $ 4,404,000 | $ 21,609,000 | $ 12,742,000 | |
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense, restricted stock | 4,400,000 | 2,500,000 | 13,300,000 | 7,000,000 | |
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | 24,300,000 | $ 24,300,000 | |||
Unrecognized compensation costs, recognition period | 1 year 4 months 24 days | ||||
Number of shares granted | 1,390,206 | ||||
Average grant date fair value | $ 12.46 | ||||
Performance Based Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense, restricted stock | 0 | $ 4,800,000 | 0 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | 6,600,000 | $ 6,600,000 | |||
Unrecognized compensation costs, recognition period | 2 years 1 month 6 days | ||||
Number of shares granted | 1,394,288 | ||||
Average grant date fair value | $ 12.73 | ||||
Granted amount as percentage of target | 150.00% | ||||
Performance Based Restricted Shares [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Condition on issuance of performance shares, range percentage | 0.00% | ||||
Performance Based Restricted Shares [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Condition on issuance of performance shares, range percentage | 100.00% | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 508,000 | $ 1,900,000 | $ 3,500,000 | $ 5,700,000 | |
Unrecognized compensation costs, recognition period | 9 months 18 days | ||||
Stock options vested | 486,000 | ||||
Closing price of common stock | $ 10.35 | $ 10.35 | |||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 1,900,000 | $ 1,900,000 | |||
2015 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation program grant stock based awards | 8,049,594 | ||||
Shares available for future issuance | 9,693,793 | 9,693,793 | |||
2011 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program remaining number of shares authorized to be repurchased | 1,644,199 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 9,756 | $ 4,404 | $ 21,609 | $ 12,742 |
Cost Of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 327 | 400 | 1,500 | 1,097 |
Sales And Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 813 | 644 | 2,811 | 1,871 |
Product Development And Technology [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,096 | 697 | 3,453 | 1,910 |
General And Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 7,520 | $ 2,663 | $ 13,845 | $ 7,864 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Restricted Stock Award Activity) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 2,162,382 |
Number of Shares, Granted | shares | 1,390,206 |
Number of Shares, Vested and released | shares | (655,765) |
Number of Shares, Forfeited | shares | (133,247) |
Number of Shares, Ending Balance | shares | 2,763,576 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 14.40 |
Weighted Average Grant Date Fair Value, Granted | 12.46 |
Weighted Average Grant Date Fair Value, Vested and released | 15.57 |
Weighted Average Grant Date Fair Value, Forfeited | 13.70 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 13.18 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule Of Performance Based Shares) (Details) - Performance Based Restricted Shares [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 1,020,720 |
Number of Shares, Granted | shares | 1,394,288 |
Number of Shares, Forfeited | shares | (27,390) |
Number of Shares, Ending Balance | shares | 2,387,618 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 15.71 |
Weighted Average Grant Date Fair Value, Granted | 12.73 |
Weighted Average Grant Date Fair Value, Forfeited | 14.48 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 12.97 |
Stock-Based Compensation (Sto47
Stock-Based Compensation (Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Number of Shares, Beginning Balance | shares | 2,825,709 |
Number of Shares, Forfeited | shares | (11,614) |
Number of Shares, Expired | shares | (89,415) |
Number of Shares, Ending Balance | shares | 2,724,680 |
Price Per Share, Minimum Beginning Balance | $ 11.05 |
Price Per Share, Maximum Beginning Balance | 24.25 |
Price Per Share, Forfeited | 15 |
Price Per Share, Expired | 15 |
Price Per Share, Minimum Ending Balance | 11.05 |
Price Per Share, Maximum Ending Balance | 24.25 |
Weighted Average Exercise Price, Beginning Balance | 16.04 |
Weighted Average Exercise Price, Forfeited | 15 |
Weighted Average Exercise Price, Expired | 15 |
Weighted Average Exercise Price, Ending Balance | $ 16.05 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 85,250 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||||
Unrecognized tax benefits | $ 4,200,000 | $ 4,200,000 | $ 5,200,000 | ||
Additional tax due | 143,000 | 143,000 | |||
Release of uncertain tax positions | 1,100,000 | ||||
Related interest | 88,000 | ||||
Uncertain tax positions, reserve | 121,000 | ||||
Interest and penalties recognized | $ 6,000 | $ 78,000 | $ 25,000 | $ 234,000 | |
Effective income tax rate | 18.80% | 6297.30% | 3.20% | 160.30% |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount | $ 15 |
BanxCorp Litigation [Member] | |
Loss Contingencies [Line Items] | |
Compensatory damages, treble damages, and attorneys' fees and costs | $ 180 |
Debt (Senior Notes) (Details)
Debt (Senior Notes) (Details) - USD ($) | Aug. 02, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 11, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||
Amortization of original issue discounts included in interest and other expenses | $ 155,000 | $ 145,000 | $ 457,000 | $ 429,000 | ||||
Outstanding discounts | 1,900,000 | 1,900,000 | $ 2,400,000 | |||||
Long term debt, net of unamortized discount | 298,055,000 | $ 298,055,000 | 297,598,000 | |||||
Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price, percentage of principal amount redeemed | 98.938% | |||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 6.125% | |||||||
Redemption price, percentage | 101.00% | |||||||
Interest expense excluding amortization | 4,600,000 | 4,600,000 | $ 13,800,000 | 13,800,000 | ||||
Amortization of deferred financing costs | 425,000 | $ 322,000 | 1,200,000 | $ 948,000 | ||||
Consent payment | $ 374,000 | $ 354,000 | ||||||
Senior Notes and Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized deferred loan fees | $ 5,400,000 | $ 5,400,000 | $ 5,800,000 |
Debt (Revolving Credit Facility
Debt (Revolving Credit Facility) (Narrative) (Details) - Revolving Credit Facility [Member] - Royal Bank Of Canada [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Aug. 07, 2013 | |
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, amount | $ 70,000,000 | |||||
Debt maturity date | May 17, 2018 | |||||
Maximum consolidated leverage ratio | 400.00% | |||||
Maximum aggregate amount of total commitments | 30.00% | |||||
Amount available for borrowing | $ 70,000,000 | $ 70,000,000 | ||||
Amounts outstanding | 0 | 0 | ||||
Amortization of deferred financing costs | 85,000 | $ 85,000 | 254,000 | $ 254,000 | ||
Unamortized deferred loan fees | $ 839,000 | $ 839,000 | $ 1,100,000 | |||
Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.375% | |||||
Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.50% | |||||
Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin rate | 3.00% | |||||
LIBOR [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin rate | 2.00% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | Dec. 01, 2014 | May. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | May. 01, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 628,139,000 | $ 641,367,000 | |||
2015 Acquisitions [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Aggregate purchase price | 40,300,000 | ||||
Business Combination, Deferred Payments, Fair Value | 6,900,000 | ||||
Fair value of contingent acquisition consideration | 2,700,000 | ||||
Goodwill | 21,800,000 | ||||
Intangible assets | $ 19,200,000 | ||||
Weighted Average Amortization Period (Years) | 10 years | ||||
Caring, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Aggregate purchase price | $ 53,700,000 | ||||
Escrow deposit | 4,300,000 | ||||
Goodwill | $ 23,000,000 | ||||
Intangible assets | $ 29,500,000 | ||||
Weighted Average Amortization Period (Years) | 9 years | ||||
Wallaby Financial, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Business Combination, Consideration Transferred | $ 10,000,000 | ||||
Goodwill | 6,100,000 | ||||
Intangible assets | $ 3,900,000 | ||||
Weighted Average Amortization Period (Years) | 5 years | ||||
Other Acquisitions [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Fair value of contingent acquisition consideration | $ 1,900,000 | ||||
Business Combination, Consideration Transferred | 9,900,000 | ||||
Goodwill | 30,000 | ||||
Intangible assets | $ 9,900,000 | ||||
Weighted Average Amortization Period (Years) | 7 years | ||||
Developed Technology [Member] | 2015 Acquisitions [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 11,500,000 | ||||
Developed Technology [Member] | Caring, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 5,000,000 | ||||
Developed Technology [Member] | Wallaby Financial, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 3,600,000 | ||||
Trademarks And Domain Names [Member] | 2015 Acquisitions [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | 4,600,000 | ||||
Customer Relationships [Member] | 2015 Acquisitions [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 3,100,000 | ||||
Customer Relationships [Member] | Caring, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | 9,900,000 | ||||
Trademarks [Member] | Wallaby Financial, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 250,000 | ||||
Internet Domain Names [Member] | Caring, Inc. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 14,600,000 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)employee | |
Restructuring [Abstract] | |
Number of terminated employees | 10 |
Restructuring and Related Cost, Expected Cost Remaining | $ | $ 120,000 |
Restructuring (Summary Of The C
Restructuring (Summary Of The Changes To Restructuring-related Liabilities And Identify The Amounts Recorded For Restructuring Expense And Corresponding Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Restructuring [Abstract] | ||
Restructuring charges | $ 93 | $ 93 |
Ending balance | $ 93 | $ 93 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of Disposal Groups, Including Discontinued Operations, Condensed Consolidated Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Discontinued Operations [Abstract] | |||
Cash and cash equivalents | $ 293 | $ 326 | $ 243 |
Accounts receivable, net | 201 | 479 | |
Prepaid expenses and other current assets | 135 | 177 | |
Total current assets | 629 | 982 | |
Furniture, fixtures and equipment, net | 384 | 635 | |
Intangible assets, net | 9 | 10 | |
Other assets | 193 | ||
Total assets classified as held for sale | 1,215 | 1,627 | |
Accounts payable | 8 | 5 | |
Accrued expenses | 180 | 442 | |
Deferred revenue and customer deposits | 150 | 194 | |
Other current liabilities | 916 | 433 | |
Total current liabilities | 1,254 | 1,074 | |
Total liabilities classified as held for sale | $ 1,254 | $ 1,074 |
Discontinued Operations (Sche56
Discontinued Operations (Schedule of Disposal Groups, Including Discontinued Operations, Condensed Consolidated Statement Of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations [Abstract] | ||||
Revenue | $ 453 | $ 410 | $ 1,040 | $ 906 |
Cost of revenue (excludes depreciation and amortization) | 131 | 202 | 341 | 544 |
Sales and marketing | 104 | 80 | 338 | 309 |
Product development and technology | 57 | 68 | 149 | 246 |
General and administrative | 176 | 181 | 522 | 561 |
Depreciation and amortization | 92 | 88 | 280 | 268 |
Interest income and other | 31 | (2) | 25 | (3) |
Net loss from discontinued operations | $ (138) | $ (207) | $ (615) | $ (1,019) |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - Subsequent Event [Member] - All Web Leads, Inc. Insurance Opertaing Segment [Member] $ in Millions | Nov. 05, 2015USD ($) |
Subsequent Event [Line Items] | |
Aggregate consideration | $ 165 |
Closing payment | 140 |
Additional consideration | $ 25 |
Uncategorized Items - c222-2015
Label | Element | Value |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | us-gaap_CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperations | $ 131,975 |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | us-gaap_CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperations | $ 144,904 |