Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 90,367,003 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 204,387 | $ 236,866 |
Accounts receivable, net of allowance for doubtful accounts of $215 and $147, respectively | 55,013 | 56,148 |
Prepaid expenses and other current assets | 25,041 | 27,660 |
Assets held for sale | 947 | 1,157 |
Total current assets | 285,388 | 321,831 |
Furniture, fixtures and equipment, net of accumulated depreciation of $15,399 and $14,245, respectively | 10,742 | 9,608 |
Intangible assets, net of accumulated amortization of $176,938 and $168,613, respectively | 197,312 | 205,758 |
Goodwill | 567,544 | 567,544 |
Other assets | 22,293 | 23,127 |
Total assets | 1,083,279 | 1,127,868 |
Liabilities | ||
Accounts payable | 1,360 | 10,082 |
Accrued expenses | 28,542 | 25,574 |
Deferred revenue and customer deposits | 1,381 | 1,367 |
Accrued interest payable | 2,297 | 6,890 |
Other current liabilities | 6,179 | 14,660 |
Liabilities subject to sale | 1,428 | 1,393 |
Total current liabilities | 41,187 | 59,966 |
Deferred income taxes | 6,950 | 7,552 |
Long term debt, net of unamortized discount | 293,881 | 293,284 |
Other liabilities | 5,707 | 5,871 |
Total liabilities | $ 347,725 | $ 366,673 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $.01 per share - 300,000,000 shares authorized 103,292,228 shares and 103,845,310 shares issued, respectively; 93,077,600 shares and 96,794,018 shares outstanding, respectively | $ 1,034 | $ 1,039 |
Additional paid-in capital | 889,162 | 886,261 |
Accumulated deficit | (36,702) | (36,985) |
Less: Treasury stock, at cost - 10,214,628 shares and 7,051,292 shares, respectively | (117,373) | (88,616) |
Accumulated other comprehensive loss | (567) | (504) |
Total stockholders' equity | 735,554 | 761,195 |
Total liabilities and stockholders' equity | $ 1,083,279 | $ 1,127,868 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 215 | $ 147 |
Accumulated depreciation | 15,399 | 14,245 |
Accumulated amortization | $ 176,938 | $ 168,613 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 103,292,228 | 103,845,310 |
Common stock, shares outstanding | 93,077,600 | 96,794,018 |
Treasury stock, shares | 10,214,628 | 7,051,292 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements Of Comprehensive Income (loss) [Abstract] | ||
Revenue | $ 93,278 | $ 89,010 |
Costs and expenses: | ||
Cost of revenue | 47,205 | 41,310 |
Sales and marketing | 4,816 | 3,973 |
Product development and technology | 6,544 | 4,904 |
General and administrative | 16,735 | 15,708 |
Legal settlements | (851) | |
Acquisition, disposition and related expenses | 263 | |
Restructuring charges | (34) | |
Changes in fair value of contingent acquisition consideration | (162) | (240) |
Depreciation and amortization | 9,551 | 9,462 |
Total costs and expenses | 83,804 | 75,380 |
Income from operations | 9,474 | 13,630 |
Interest and other expenses, net | 4,855 | 5,269 |
Income before taxes | 4,619 | 8,361 |
Income tax expense | 3,656 | 3,655 |
Net income from continuing operations | 963 | 4,706 |
Net loss on discontinued operations | (680) | 247 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (680) | 247 |
Net income | $ 283 | $ 4,953 |
Basic net income per share: | ||
Continuing operations | $ 0.01 | $ 0.05 |
Discontinued operations | (0.01) | 0 |
Basic net income per share | 0 | 0.05 |
Diluted net income per share: | ||
Continuing operations | 0.01 | 0.05 |
Discontinued operations | (0.01) | 0 |
Diluted net income per share | $ 0 | $ 0.05 |
Weighted average common shares outstanding: | ||
Basic | 92,899,932 | 98,414,578 |
Diluted | 93,440,754 | 98,936,296 |
Other comprehensive loss, net of tax | $ (63) | $ (111) |
Comprehensive income | $ 220 | $ 4,842 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net income | $ 283 | $ 4,953 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 9,627 | 15,798 | |
Provision for doubtful accounts receivable | 39 | 192 | |
Deferred income taxes | (602) | ||
Amortization of deferred financing charges and original issue discount | 682 | 237 | |
Stock-based compensation | 3,904 | 5,816 | |
Changes in fair value of contingent acquisition consideration | (162) | (240) | |
Change in operating assets and liabilities, net of effect of business acquisitions: | |||
Accounts receivable | 1,137 | (9,012) | |
Prepaid expenses and other assets | 2,544 | 17,385 | |
Accounts payable | (8,765) | 8,752 | |
Accrued expenses | 2,817 | (10,046) | |
Other liabilities | (4,618) | (9,331) | |
Deferred revenue and customer deposits | (1) | 219 | |
Net cash provided by operating activities | 6,885 | 24,723 | |
Cash flows from investing activities | |||
Purchases of furniture, fixtures and equipment and capitalized website development costs | (1,231) | (3,027) | |
Cash used in business acquisitions, net | (3,556) | ||
Net cash used in investing activities | (1,231) | (6,583) | |
Cash flows from financing activities | |||
Cash paid for contingent acquisition consideration | (8,613) | (3,878) | |
Purchase of Company stock | (29,612) | (1,185) | |
Net cash used in financing activities | (38,225) | (5,063) | |
Effect of exchange rate on cash and cash equivalents | (42) | (77) | |
Net (decrease) increase in cash | (32,613) | 13,000 | |
Cash - beginning of period | 237,204 | 142,051 | $ 142,051 |
Cash - end of period | 204,591 | 155,051 | 237,204 |
Less cash of discontinued operations - end of period | 204 | 25,689 | |
Cash of continuing operations - end of period | 204,387 | 129,362 | $ 236,866 |
Supplemental disclosure of other cash flow activities | |||
Cash paid for interest | 9,254 | 9,719 | |
Cash paid (refunded) for taxes, net | $ 71 | $ (10,708) |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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, personal finance and senior care network (“Online Network”). Our flagship websites, Bankrate.com , CreditCards.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, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. We operate the following reportable business segments: · Banking – we offer information on rates for various types of mortgages, home lending and refinancing. We maintain current rate information for more than 600 local markets, covering all 50 U.S. states. Consumers can customize searches for mortgage rates by loan size, type, maturity, and location through our online portals. We also offer rate information and original editorial content on various deposit products, retirement, taxes and debt management. · Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimate s of card benefits. · Senior Care – we provide helpful caregiving content, a comprehensive online senior living directory for the United States, a local directory covering a wide array of other senior caregiving services and telephone support and advice from trained Family Advisors. · Other – includes the results of operations of Quizzle, the results of the Company’s investments, unallocated corporate overhead and the elimination of transactions between segments. Basis of Presentation The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and BR1 Holdings, LLC. after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 (the “2015 A nnual Report ”) . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the 2015 Annual Report. Reclassifications Certain amounts presented for the three months ended March 31, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Report and our current presentation. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs , ” our senior unsecured notes are presented net of their related deferred financing costs. We revised the calculations of basic and diluted weighted average common shares outstanding for certain adjustments to the prior year presentation. There was no change in the calculated basic net income per share or diluted net income per share for continuing operations, discontinued operations or in total for the three months ended March 31, 2015. Discontinued Operations In December 2015, we sold our Insurance business segment and 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 Insurance business segment through the date of sale, December 29, 2015, and 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 operating results and the assets and liabilities of the Insurance business segment for 2015 and the operating results and the assets and liabilities of the operations in China for 2016 and 2015, are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment and operations in China are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. See Note 13 – Discontinued Operations for presentation of the results of the discontinued operations of the Insurance business and China. New Accounting Pronouncements Recently Adopted Pronouncements 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. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant 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 date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant 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. We adopted ASU 2015-03 on January 1, 2016, as required . The Company’s $300.0 million senior unsecured notes due 2018 are presented at March 31, 2016 and December 31, 2015 net of deferred financing costs of $4.5 million and $4.9 million , respectively. Deferred financing costs were previously included in other assets in the condensed 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 Arrangement.” The guidance in this update 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. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant 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. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant 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 guidance 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. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. Recently Issued Pronouncements, Not Adopted as of March 31, 2016 In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and in August 2015 issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date.” 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. 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. This guidance 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. We are evaluating the effect that this update 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 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 guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities .” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842) .” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) .” This update is intended to clarify the implementation guidance on principal versus agent considerations. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. In March 2016, the FASB issued ASU 2016-09 “Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this Update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2016. Early adoption is permitted for any entity in any interim or annual period. We are evaluating the effect that this update will have on our consolidated financial statements , earnings per share and related disclosures. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 2 – GOODWILL AND INTANGIBLE ASSETS During the first quarter, the Company’s agreement with a large customer of Senior Care was not renewed . This triggering event resulted in impairment testing as of February 29, 2016. It was concluded that no impairment had occurred. The fair value was greater than the carrying value by 17.9% , however, the absolute dollar amount of the Senior Care cushion is small. If Senior Care does not track to expectations for strong growth, this could lead to impairment. Management did not identify any circumstances or triggers with the Banking or Credit Cards reporting units that could ‘more likely than not’ reduce the fair value of th os e reporting units below the carrying amounts based upon the financial performance in the first quarter of 2016. Goodwill activity for the three months ended March 31, 2016 is shown below: (In thousands) Banking Credit Cards Senior Care Other Total Company Balance, January 1, 2016 $ 140,546 $ 383,878 $ 24,518 $ 18,602 $ 567,544 Additions due to acquisitions - - - - - Balance, March 31, 2016 $ 140,546 $ 383,878 $ 24,518 $ 18,602 $ 567,544 Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies. Intangible assets are being amortized over their estimated useful lives on a straight-line bas i s. Intangible assets subject to amortization were as follows as of March 31, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,378 $ (72,778) $ 126,600 17.1 Customer relationships 135,774 (87,948) 47,826 9.1 Affiliate relationships 12,670 (6,517) 6,153 10.3 Developed technologies 26,428 (9,695) 16,733 7.6 $ 374,250 $ (176,938) $ 197,312 13.3 Intangible assets subject to amortization were as follows as of December 31, 2015 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,439 $ (68,988) $ 130,451 17.1 Customer relationships 135,831 (84,183) 51,648 9.1 Affiliate relationships 12,670 (6,382) 6,288 10.3 Developed technologies 26,431 (9,060) 17,371 7.6 $ 374,371 $ (168,613) $ 205,758 13.3 Amortization expense for the three months ended March 31, 2016 was $8.4 million and amortization expense for the three months ended March 31, 2015 was $8.6 million. Future amortization expense for assets placed into service on or before March 31, 2016 is expected to be: Amortization (In thousands) Expense Remainder of 2016 $ 24,850 2017 30,959 2018 27,358 2019 19,152 2020 12,853 Thereafter 82,140 Total expected amortization expense for intangible assets $ 197,312 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 3 – EARNINGS PER SHARE We compute basic earnings per share by dividing net income 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 March 31, March 31, (In thousands, except share and per share data) 2016 2015 Net income from continuing operations $ 963 $ 4,706 Net (loss) income from discontinued operations, net of income taxes (680) 247 Net income $ 283 $ 4,953 Weighted average common shares outstanding for basic earnings per share 92,899,932 98,414,578 Additional dilutive shares related to share based awards 540,822 521,718 Weighted average common shares outstanding for diluted earnings per share 93,440,754 98,936,296 Basic net income per share: Continuing operations $ 0.01 $ 0.05 Discontinued operations (0.01) 0.00 Basic net income per share $ 0.00 $ 0.05 Diluted net income per share: Continuing operations $ 0.01 $ 0.05 Discontinued operations (0.01) 0.00 Diluted net income per share $ 0.00 $ 0.05 For the three months ended March 31, 2016 and 2015, there were 3,454,144 and 4,099,377 , respectively, stock options, restricted shares and units and performance shares and units excluded from the calculation of diluted earnings per share because their impact would have been anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY The activity in stockholders’ equity for the three months ended March 31, 2016 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, 2015 103,845 $ 1,039 $ 886,261 $ (36,985) (7,051) $ (88,616) $ (504) $ 761,195 Other comprehensive loss, net of taxes - - - - - - (63) (63) Treasury stock purchased - - - - (3,237) (29,612) - (29,612) Restricted stock issued, net of cancellations (24) - (855) - 73 855 - - Performance stock issued, net of cancellations (529) (5) 5 - - - - Stock-based compensation - - 3,751 - - - - 3,751 Net income - - - 283 - - - 283 Balance at March 31, 2016 103,292 $ 1,034 $ 889,162 $ (36,702) (10,215) $ (117,373) $ (567) $ 735,554 In February 2016, the Company’s Board of Directors authorized a $50.0 million share repurchase program. Under the terms of the program, the Company was authorized to repurchase up to $50.0 million of its outstanding common stock , excluding commissions . Stock repurchases under this program could be made through open market and privately negotiated transactions. The timing and amount of specific repurchases we re subject to the requirements of federal securities law, market conditions, alternative uses of capital and other factors. The stock repurchase program d id not obligate the Company to acquire any particular amount of shares and the program could have be en limited or terminated at any time without prior notice. The program w as completed in April 2016. During the three months ended March 31, 2016 , we repurchased approximately 2.9 million sh ares for approximatel y $2 5.8 million , plus commission fees . |
Segments
Segments | 3 Months Ended |
Mar. 31, 2016 | |
Segments [Abstract] | |
Segments | NOTE 5 – SEGMENTS The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and utilized on a regular basis by its 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 Company’s 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 and related expenses, restructuring charges, any impairment charge, CEO transition costs and costs related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation. The Company’s presentation of Adjusted EBITDA, a non-GAAP measure, may not be comparable to similarly titled measures used by other companies. Three months ended March 31, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 24,347 $ 5,281 $ 28,170 $ 10,559 Credit Cards 63,142 25,799 56,774 26,089 Senior Care 6,187 (453) 5,187 (77) Other (398) (7,318) (1,121) (4,493) Total Company $ 93,278 23,309 $ 89,010 32,078 Less: Interest and other expenses, net 4,855 5,269 Depreciation and amortization 9,551 9,462 Changes in fair value of contingent acquisition consideration (162) (240) Stock-based compensation expense 3,904 4,755 Legal settlements (A) (851) - Acquisition, disposition and related expenses - 263 Restatement charges (B) 1,427 4,174 Impact of purchase accounting - 34 Restructuring charges (34) - Income before income taxes $ 4,619 $ 8,361 __________ (A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement. (B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation . |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 293,881 $ 298,500 $ 293,284 $ 297,000 _________ (A) The long term debt carrying amount is net of debt issuance costs of approximately $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively. 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 and the assets of the non-qualified deferred compensation plan using the fair value hierarchy: Fair Value Measurement at March 31, 2016 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: Assets: Investments of the non-qualified deferred compensation plan $ 169 $ - $ - $ 169 Total asset recurring fair value measurements $ 169 $ - $ - $ 169 Liabilities: Contingent acquisition consideration $ - $ - $ 332 $ 332 Total liabilities recurring fair value measurements $ - $ - $ 332 $ 332 Fair Value Measurement at December 31, 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: Assets: Investments of the non-qualified deferred compensation plan $ 173 $ - $ - $ 173 Total asset recurring fair value measurements $ 173 $ - $ - $ 173 Liabilities: Contingent acquisition consideration $ - $ - $ 9,107 $ 9,107 Total liabilities recurring fair value measurements $ - $ - $ 9,107 $ 9,107 The following table sets forth a reconciliation of changes in the fair value of Level 3 financial liabilities, contingent acquisition consideration, for the three months ended March 31, 2016 : (In thousands) Three months ended March 31, 2016 Balance, January 1, 2016 $ 9,107 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value (162) Payments (8,613) Balance, March 31, 2016 $ 332 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 March 31, 2016 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 three months ended March 31, 2016 , we recorded a credit of $162,000 for the change in fair value of contingent acquisition consideration , which consist s of a decrease in the fair value due to a change in estimate of $316,000 , partially offset by an increase of $154,000 related to the passage of time . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 7 – STOCK-BASED COMPENSATION The Company’s stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of awards of non-qualified stock options, restricted stock and performance - based restricted shares or units . Stock unit awards entitle the holder to receive shares of common stock of the Company upon vesting on a one-to-one basis. The Company typically settles stock based awards with treasury shares. As of March 31, 2016, approximately 6.7 million shares were available for future grants of awards under the 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 March 31, March 31, (In thousands) 2016 2015 Cost of revenue $ 428 $ 479 Sales and marketing 476 652 Product development and technology 744 900 General and administrative 2,256 2,724 Total stock-based compensation $ 3,904 $ 4,755 Stock compensation expense for the three months ended March 31, 2016 includes $153,000 of expense related to performance based restricted share grants that are classified as a liability until the number of shares is determinable. This amount is included in the performance based restricted share expense discussed below. These grants vest on their determination dates, ratable over three years. Restricted Stock The following table summarizes restricted stock award activity for the three months ended March 31, 2016 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2016 1,890,379 $ 13.35 Granted 72,886 11.73 Vested and released (413,895) 13.90 Forfeited (23,981) 13.24 Balance, March 31, 2016 1,525,389 $ 12.89 Stock-based compensation expense related to restricted stock awards for the three months ended March 31, 2016 was approximately $2.8 million, and for the three months ended March 31 , 201 5 was approximately $3.4 million. As of March 31, 2016 , there was unrecognized compensation cost related to non-vested restricted stock awards of $15.5 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.1 years. Restricted Stock Units During the three months ended March 31, 2016, restricted stock units were awarded that vest ratably over a three year period following the date of the grant. Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 1,876,522 8.33 Forfeited (19,792) 8.33 Balance, March 31, 2016 1,856,730 $ 8.33 Stock-based compensation expense related to restricted stock units for the three months ended March 31, 2016 was approximately $261,000 . As of March 31, 2016 , there was unrecognized compensation cost related to non-vested restricted stock units of $15.3 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.9 years. Performance Based Restricted Shares Performance based restricted shares activity was as follows for the three months ended March 31, 2016 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2016 1,218,418 $ 12.80 Granted - - Vested/Earned (94,584) 15.31 Forfeited (13,153) 16.06 Balance, March 31, 2016 1,110,681 $ 12.55 Stock-based compensation expense related to performance based shares for the three months ended March 31, 2016 and March 31, 2015 was approximately $430,000 and $58,000 , respectively. As of March 31, 2016 , there was unrecognized compensation expense related to non-vested performance stock awards of $1.7 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.6 years. Performance-based Restricted Stock Units During the three months ended March 31, 2016, performance-based restricted stock units were awarded that vest based upon a performance factor, which is equal to a measure of the Company’s profitability over a 2 year period and multiplied by a total shareholder return factor achieved by the Company relative to a determined peer group, with 50% vesting on the determination date, which will be (i) the date on which the audit of the Company’s financial statements for its fiscal year 2017 is completed and (ii) the date on which the final calculation of the relative total shareholder return factor is made by the Compensation Committee of the Board of Directors; and 50% on the third anniversary of the grant date . The granted amount represents the maximum amount of the award based on the Company’s financial performance metric, Adjusted EBITDA. The total number of shares ultimately issued in respect of the units can range from 0% to 100% of the granted amount. The total shareholder return factor could further adjust the number of shares by a maximum increase or decrease of 25% . S tock-based compensation expense related to the performance-based restricted stock units for the three months ended March 31, 2016 was $142,000. As of March 31, 2016, there was unrecognized compensation expense related to non-vested performance-based restricted stock units of $5.9 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 2.5 years. The grant date fair value of performance-based restricted stock units incorporates a total-stockholders return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index of peers. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s performance-based restricted stock unit awards are outlined below. Three months ended March 31, 2016 Expected volatility of stock price 56.35% Risk-free interest rate 0.94% Valuation period 2.06 years Dividend yield 0.00% Performa nce-based restricted stock unit activity was as follows for the three months ended March 31, 2016: Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 873,053 9.21 Balance, March 31, 2016 873,053 $ 9.21 Stock Options Stock option activity was as follows for the three months ended March 31, 2016 : Number of Exercise Price Weighted Average Aggregate Options Per Share Exercise Price Intrinsic Value Balance, January 1, 2016 2,501,926 $ 11.05 - 22.39 $ 16.04 $ 86,326 Granted - - - Exercised - - - Forfeited - - - Expired (64,271) 15.00 - 16.72 15.12 Balance, March 31, 2016 2,437,655 $ 11.05 - 22.39 $ 16.07 $ - 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 25,000 stock options vested during the three months ended March 31, 2016 . The following table summarizes our options outstanding and options currently exercisable. March 31, 2016 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 2,437,655 $ 16.07 4.9 $ - Options vested and exercisable 2,323,270 15.88 4.9 - The aggregate intrinsic value of stock options outstanding in the table s above calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period ( $9.17 at March 31, 2016 ) 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 months ended March 31, 2016 was $225,000 , and for the three months ended March 31, 2015 was approximately $1.3 million. As of March 31, 2016 , approximately $1.0 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 0.7 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 is primarily due to a tax charge taken for stock compensation expense and the effect of U.S. state income tax expense . Our effective tax rate on continuing operations was an expense of 79.2% during the three months ended March 31, 2016 , compared to an expense of 43.7% during the three months ended March 31, 2015 , respectively . The chang e in our effective tax rate during the three months ended March 31, 2016 is primarily attributed to a higher charge taken for stock compensation and state tax adjustments in 2016. We have approximately $4.1 million and $4.0 million of unrecognized tax benefits at March 31, 2016 and December 31, 2015 . 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 201 1 . On March 3, 2016, the Internal Revenue Service (“IRS”) notified us of an examination into the 2013 and 2014 tax years. On March 3, 2016, the NYC Department of Revenue notified us of an examination into the 2013 and 2014 tax years . On March 28, 2016 an assessment was issued for the California Income tax audit for 2013 and 2014 tax years for additional tax due of approximately $296,000 . We accrued approximately $7,000 and $12,000 during the three months ended March 31, 2016 and 2015 , respectively, for the payment of interest which is recorded as income tax expense. During the three months ended March 31, 2016 , we recorded a new reserve for an uncertain tax position in the amount of $85,000 . |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is party to litigation and regulatory matters and claims. 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. T he 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. 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. TCPA Litigation In June 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 plaintiffs 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. In October 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. On January 26, 2016, the plaintiffs entered into a settlement agreement with the Company on an individual basis for an immaterial amount. On February 3, 2016, the court dismissed the case with prejudice. 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, certain of its current and former officers and directors, and other defendants, which is captioned The City of Los Angeles v. Bankrate, Inc., et al., No. 14-CV-81323-DMM. On November 23, 2015, the District Court dismissed an amended complaint in its entirety without prejudice for failing to adequately plead material misrepresentations or omissions, scienter, or loss causation and damages. On December 8, 2015, Lead Plaintiff filed a Second Amended Complaint alleging that the Company’s 2012, 2013, and first half of 2014 financial statements improperly recognized revenues and expenses and therefore were materially false and misleading and caused damages. Plaintiffs sought relief (including damages and rescission or rescissionary damages) under the Securities Act of 1933 based on a March 2014 secondary offering and under the Securities Exchange Act of 1934 on behalf of a proposed class consisting of all persons, other than the defendants, who purchased the Company’s securities between August 1, 2012 and October 9, 2014, inclusive. On January 8, 2016 the Company and the remaining defendants moved to dismiss the Second Amended Complaint. That motion is pending. 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. DOJ Investigation A s previously reported, the DOJ has informed the Company that it is investigating the matters that were the subject of the SEC investigation settled by the Company in 2015 . 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 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. In addition to the above , we are also involved in other litigation and regulatory matters and claims that arise in the ordinary course of business and although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation and regulatory matters can have an adverse impact on us because of investigative, defense or settlement costs, diversion of management resources and other factors. Headquarters Office Lease During March 2016, we entered into an office lease for our New York headquarters office. The lease for the current New York headquarters office space expires September 2016. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt [Abstract] | |
Debt | NOTE 10 – DEBT Senior Notes The Company’s $300.0 million 6.125% senior unsecured notes due 2018 (the “Senior Notes” or “Notes”) were issued in August 2013. Interest on the Senior Notes accrues daily on the outstanding principal amount thereof and is payable semi-annually, in arrears, on August 15 and February 15. On or after August 15, 2015, the Company may redeem some or all of the Senior Notes at a premium that will decrease over time as set forth in Bankrate, Inc.’s Indenture, dated as of August 7, 2013 (the “Senior Notes Indenture”). The carrying amount of the Senior Notes at March 31, 2016 and December 31, 2015, is $293.9 million and $293.3 million, respectively. With the adoption of ASU 2015-03 on January 1, 2016, the carrying amount of the Senior Notes is presented net of debt issuance costs for all periods presented. We amortized original issue discount and deferred loan fees related to the Senior Notes, which are included within interest and other expenses , net on the accompanying condensed consolidated statement s of comprehensive income. Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes was as follows: Three months ended (in thousands) March 31, 2016 March 31, 2015 Interest expense $ 4,594 $ 4,594 Original issue discount 160 150 Deferred financing costs 437 357 The following amounts remain to be amortized as of: (in thousands) March 31, 2016 December 31, 2015 Original issue discount $ 1,628 $ 1,788 Deferred financing costs 4,491 4,928 On March 31 , 2015 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 consent payments of $354,000 and $374,000 , respectively, to certain holders of the Senior Notes due to the delay in providing timely financial statements. These payments were recorded as deferred financing costs and are being amortized over the remaining term of the Senior Notes. Our Senior Notes Indenture and Credit Agreement generally permit us to apply the net cash proceeds of approximately $130.0 million from the sale of our Insurance business to prepay outstanding debt and/or invest in assets useful to our business, in each case, within 365 days of our receipt of such net cash proceeds (subject, in the case of any investment, to a further 180-day extension under certain circumstances). If we do not apply such net cash proceeds in the manner and within the time period described above and the amount of unapplied net cash proceeds exceeds $10.0 million, we will be required to offer to purchase a portion of our outstanding Senior Notes using those unapplied net cash proceeds at an offer price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. Revolving Credit Facility The Company has a $70.0 million r evolving c redit 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 March 31, 2016 . 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 March 31, 2016 $69.3 million was available for borrowing under the Revolving Credit Facility and there were approximately $ 743 ,000 in letters of credit issued against the facility. Interest expense and amortization of deferred financing costs related to the Revolving Credit Facility was as follows: Three months ended (in thousands) March 31, 2016 March 31, 2015 Interest expense $ 67 $ 88 Deferred financing costs 85 85 At March 31, 2016 and December 31, 2015 , approximately $669,000 and $754,000 , respectively, in deferred loan fees remains to be amortized. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 11 – ACQUISITIONS 2015 Acquisitions On January 1, 2015, the Company completed the acquisition of certain assets and the assumption of certain liabilities of Moseo Corporation, a Washington corporation (“Moseo”), for $3.6 million in cash and $3.3 million in contingent consideration liability. The financial results of the acquired business are immaterial to the Company’s net assets and results of operations. The acquisition was accounted for as a purchase and included in the Company’s consolidated results from the acquisition date. The Company recorded $751,000 in goodwill, which is expected to be deductible for income tax purposes, and $6.1 million in intangible assets related to the acquisition, consisting of $3.1 million for internet domain name and $3.0 million in customer relationships. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring [Abstract] | |
Restructuring | NOTE 12 – RESTRUCTURING In 2015, management adopted a restructuring plan with respect to the Company’s corporate and banking segment finance operations aligned with our commitment to implement best practices, enhance internal controls and drive efficiency throughout the finance function by improving processes, separating corporate and business unit functions, and co -locating finance teams, where appropriate . During the same period, management also adopted a restructuring plan consisting of certain changes in corporate and business unit leadership in connection with further aligning Company leadership with its strategic initiatives. As part of this process, we formally communicated the termination of employment to approximately 15 employees. The costs associated with these initiatives primarily represent modifications of share based awards, severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in shares and cash. As of March 31 , 201 6 , the restructuring plan has been completed and we anticipate no further charges under this plan. During the three months ended March 31, 2016, certain restructuring charges were reversed for payments that would not be made under the plan. The following tables summarize the changes to our restructuring-related liabilities and identify the amounts recorded for restructuring expe nse and corresponding payments: Three months ended March 31, 2016 (In thousands) Balance at January 1, 2016 $ 2,166 Restructuring charges (34) Utilized (1,091) Balance at March 31, 2016 $ 1,041 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
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. We remain committed to our plan of divesting our operations in China, which is expected to be completed in the second quarter 2016, subject to regulatory reviews. In December 2015, we sold our Insurance business. For the three months ended March 31, 2015, the results of operations of the Insurance business are classified as discontinued operations in the condensed consolidated statements 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 Sheets: (Unaudited) March 31, December 31, (In thousands) 2016 2015 Cash and cash equivalents $ 204 $ 338 Accounts receivable, net 76 117 Prepaid expenses and other current assets 103 113 Total current assets 383 568 Furniture, fixtures and equipment, net 508 581 Intangible assets, net 8 8 Other assets 48 - Total assets classified as held for sale $ 947 $ 1,157 Accounts payable $ 22 $ 65 Accrued expenses 112 264 Deferred revenue and customer deposits 126 141 Other current liabilities 1,168 923 Total current liabilities 1,428 1,393 Total liabilities classified as subject to sale $ 1,428 $ 1,393 The following table presents the major classes of line items constituting net loss from discontinued operations, which is presented in the Condensed Consolidated Statements of Comprehensive Income: Three months ended March 31, 2016 Insurance China (In thousands) Business Operations Total Revenue $ - $ 200 $ 200 Costs and expenses: Cost of revenue - 105 105 Other expenses - 336 336 Operating expenses - 441 441 Loss before taxes - (241) (241) Net loss from discontinued operations $ - $ (241) $ (241) Loss on sale of discontinued operations (736) - (736) Income tax benefit (297) - (297) Net loss on sale of discontinued operations (439) - (439) Net loss on discontinued operations $ (439) $ (241) $ (680) Three months ended March 31, 2015 Insurance China (In thousands) Business Operations Total Revenue $ 52,531 $ 216 $ 52,747 Costs and expenses: Cost of revenue 37,444 96 37,540 Other expenses 14,052 444 14,496 Operating expenses 51,496 540 52,036 Income (loss) on discontinued operations 1,035 (324) 711 Income tax expense 464 - 464 Net income (loss) on discontinued operations $ 571 $ (324) $ 247 The following tables present the major cash flow components of discontinued operations: (In thousands) Three months ended March 31, 2016 Depreciation $ 75 Amortization 1 Capital expenditures - Three months ended March 31, 2015 Insurance China (In thousands) Business Operations Total Depreciation $ 1,010 $ 95 $ 1,105 Amortization 5,231 1 5,232 Stock compensation expense 1,059 - 1,059 Capital expenditures 1,164 100 1,264 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS During April 2016, we repurchased approximately 2.7 million shares of our common stock for approximately $24.2 million, completing the authorized repurchase program. On May 5, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Next Advisor, Inc., a California corporation (“Seller”) and the sole equity holder of Seller, pursuant to which the Company agreed to acquire substantially all of the assets of Seller . The asset purchase includes upfront consideration of approximately $76.3 million in cash and approximately $3.0 million in time-based vesting restricted stock units . The consideration also includes a potential earnout payment of up to $138.0 million payable in cash or Bankrate stock and up to $7.8 million in time-based vesting restricted stock units based on the NextAdvisor business unit achieving certain growth targets over the 18 month period following the closing of the transaction. The transaction is subject to certain closing conditions including antitrust review, expected to close before the end of the second quarter 2016. For additional information on the transaction, see “Item 5. Other Information.” |
Organization And Basis Of Pre20
Organization And Basis Of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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, personal finance and senior care network (“Online Network”). Our flagship websites, Bankrate.com , CreditCards.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, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications. We operate the following reportable business segments: · Banking – we offer information on rates for various types of mortgages, home lending and refinancing. We maintain current rate information for more than 600 local markets, covering all 50 U.S. states. Consumers can customize searches for mortgage rates by loan size, type, maturity, and location through our online portals. We also offer rate information and original editorial content on various deposit products, retirement, taxes and debt management. · Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimate s of card benefits. · Senior Care – we provide helpful caregiving content, a comprehensive online senior living directory for the United States, a local directory covering a wide array of other senior caregiving services and telephone support and advice from trained Family Advisors. · Other – includes the results of operations of Quizzle, the results of the Company’s investments, unallocated corporate overhead and the elimination of transactions between segments. |
Basis Of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and BR1 Holdings, LLC. after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 (the “2015 A nnual Report ”) . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the 2015 Annual Report. |
Reclassification | Reclassifications Certain amounts presented for the three months ended March 31, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Report and our current presentation. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs , ” our senior unsecured notes are presented net of their related deferred financing costs. We revised the calculations of basic and diluted weighted average common shares outstanding for certain adjustments to the prior year presentation. There was no change in the calculated basic net income per share or diluted net income per share for continuing operations, discontinued operations or in total for the three months ended March 31, 2015. |
Discontinued Operations | Discontinued Operations In December 2015, we sold our Insurance business segment and 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 Insurance business segment through the date of sale, December 29, 2015, and 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 operating results and the assets and liabilities of the Insurance business segment for 2015 and the operating results and the assets and liabilities of the operations in China for 2016 and 2015, are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment and operations in China are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. See Note 13 – Discontinued Operations for presentation of the results of the discontinued operations of the Insurance business and China. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Pronouncements 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. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant 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 date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant 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. We adopted ASU 2015-03 on January 1, 2016, as required . The Company’s $300.0 million senior unsecured notes due 2018 are presented at March 31, 2016 and December 31, 2015 net of deferred financing costs of $4.5 million and $4.9 million , respectively. Deferred financing costs were previously included in other assets in the condensed 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 Arrangement.” The guidance in this update 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. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant 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. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant 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 guidance 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. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. Recently Issued Pronouncements, Not Adopted as of March 31, 2016 In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and in August 2015 issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date.” 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. 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. This guidance 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. We are evaluating the effect that this update 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 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 guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities .” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842) .” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) .” This update is intended to clarify the implementation guidance on principal versus agent considerations. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. In March 2016, the FASB issued ASU 2016-09 “Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this Update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15 , 2016. Early adoption is permitted for any entity in any interim or annual period. We are evaluating the effect that this update will have on our consolidated financial statements , earnings per share and related disclosures. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Goodwill Activity | (In thousands) Banking Credit Cards Senior Care Other Total Company Balance, January 1, 2016 $ 140,546 $ 383,878 $ 24,518 $ 18,602 $ 567,544 Additions due to acquisitions - - - - - Balance, March 31, 2016 $ 140,546 $ 383,878 $ 24,518 $ 18,602 $ 567,544 |
Components Of Intangible Assets Subject To Amortization | Intangible assets subject to amortization were as follows as of March 31, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,378 $ (72,778) $ 126,600 17.1 Customer relationships 135,774 (87,948) 47,826 9.1 Affiliate relationships 12,670 (6,517) 6,153 10.3 Developed technologies 26,428 (9,695) 16,733 7.6 $ 374,250 $ (176,938) $ 197,312 13.3 Intangible assets subject to amortization were as follows as of December 31, 2015 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,439 $ (68,988) $ 130,451 17.1 Customer relationships 135,831 (84,183) 51,648 9.1 Affiliate relationships 12,670 (6,382) 6,288 10.3 Developed technologies 26,431 (9,060) 17,371 7.6 $ 374,371 $ (168,613) $ 205,758 13.3 |
Summary Of Future Amortization Expense | Amortization (In thousands) Expense Remainder of 2016 $ 24,850 2017 30,959 2018 27,358 2019 19,152 2020 12,853 Thereafter 82,140 Total expected amortization expense for intangible assets $ 197,312 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings Per Share | Three months ended March 31, March 31, (In thousands, except share and per share data) 2016 2015 Net income from continuing operations $ 963 $ 4,706 Net (loss) income from discontinued operations, net of income taxes (680) 247 Net income $ 283 $ 4,953 Weighted average common shares outstanding for basic earnings per share 92,899,932 98,414,578 Additional dilutive shares related to share based awards 540,822 521,718 Weighted average common shares outstanding for diluted earnings per share 93,440,754 98,936,296 Basic net income per share: Continuing operations $ 0.01 $ 0.05 Discontinued operations (0.01) 0.00 Basic net income per share $ 0.00 $ 0.05 Diluted net income per share: Continuing operations $ 0.01 $ 0.05 Discontinued operations (0.01) 0.00 Diluted net income per share $ 0.00 $ 0.05 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Summary Of 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, 2015 103,845 $ 1,039 $ 886,261 $ (36,985) (7,051) $ (88,616) $ (504) $ 761,195 Other comprehensive loss, net of taxes - - - - - - (63) (63) Treasury stock purchased - - - - (3,237) (29,612) - (29,612) Restricted stock issued, net of cancellations (24) - (855) - 73 855 - - Performance stock issued, net of cancellations (529) (5) 5 - - - - Stock-based compensation - - 3,751 - - - - 3,751 Net income - - - 283 - - - 283 Balance at March 31, 2016 103,292 $ 1,034 $ 889,162 $ (36,702) (10,215) $ (117,373) $ (567) $ 735,554 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segments [Abstract] | |
Schedule Of Revenue By Reportable Segments | Three months ended March 31, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 24,347 $ 5,281 $ 28,170 $ 10,559 Credit Cards 63,142 25,799 56,774 26,089 Senior Care 6,187 (453) 5,187 (77) Other (398) (7,318) (1,121) (4,493) Total Company $ 93,278 23,309 $ 89,010 32,078 Less: Interest and other expenses, net 4,855 5,269 Depreciation and amortization 9,551 9,462 Changes in fair value of contingent acquisition consideration (162) (240) Stock-based compensation expense 3,904 4,755 Legal settlements (A) (851) - Acquisition, disposition and related expenses - 263 Restatement charges (B) 1,427 4,174 Impact of purchase accounting - 34 Restructuring charges (34) - Income before income taxes $ 4,619 $ 8,361 __________ (A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement. (B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation . |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurement [Abstract] | |
Estimated Fair Value And Related Carrying Amounts | March 31, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 293,881 $ 298,500 $ 293,284 $ 297,000 _________ (A) The long term debt carrying amount is net of debt issuance costs of approximately $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively. |
Fair Value Measurement Of Contingent Acquisition Consideration | Fair Value Measurement at March 31, 2016 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: Assets: Investments of the non-qualified deferred compensation plan $ 169 $ - $ - $ 169 Total asset recurring fair value measurements $ 169 $ - $ - $ 169 Liabilities: Contingent acquisition consideration $ - $ - $ 332 $ 332 Total liabilities recurring fair value measurements $ - $ - $ 332 $ 332 Fair Value Measurement at December 31, 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: Assets: Investments of the non-qualified deferred compensation plan $ 173 $ - $ - $ 173 Total asset recurring fair value measurements $ 173 $ - $ - $ 173 Liabilities: Contingent acquisition consideration $ - $ - $ 9,107 $ 9,107 Total liabilities recurring fair value measurements $ - $ - $ 9,107 $ 9,107 |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | (In thousands) Three months ended March 31, 2016 Balance, January 1, 2016 $ 9,107 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value (162) Payments (8,613) Balance, March 31, 2016 $ 332 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | Three months ended March 31, March 31, (In thousands) 2016 2015 Cost of revenue $ 428 $ 479 Sales and marketing 476 652 Product development and technology 744 900 General and administrative 2,256 2,724 Total stock-based compensation $ 3,904 $ 4,755 |
Weighted Average Assumptions Used To Calculate Fair Value | Three months ended March 31, 2016 Expected volatility of stock price 56.35% Risk-free interest rate 0.94% Valuation period 2.06 years Dividend yield 0.00% |
Stock Option Activity | Number of Exercise Price Weighted Average Aggregate Options Per Share Exercise Price Intrinsic Value Balance, January 1, 2016 2,501,926 $ 11.05 - 22.39 $ 16.04 $ 86,326 Granted - - - Exercised - - - Forfeited - - - Expired (64,271) 15.00 - 16.72 15.12 Balance, March 31, 2016 2,437,655 $ 11.05 - 22.39 $ 16.07 $ - |
Summary Of Options Outstanding And Options Exercisable | March 31, 2016 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 2,437,655 $ 16.07 4.9 $ - Options vested and exercisable 2,323,270 15.88 4.9 - |
Restricted Stock [Member] | |
Summary Of Restricted Stock And Restricted Stock Units Award Activity | Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2016 1,890,379 $ 13.35 Granted 72,886 11.73 Vested and released (413,895) 13.90 Forfeited (23,981) 13.24 Balance, March 31, 2016 1,525,389 $ 12.89 |
Restricted Stock Units (RSUs) [Member] | |
Summary Of Restricted Stock And Restricted Stock Units Award Activity | Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 1,876,522 8.33 Forfeited (19,792) 8.33 Balance, March 31, 2016 1,856,730 $ 8.33 |
Performance Based Restricted Shares [Member] | |
Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units | Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2016 1,218,418 $ 12.80 Granted - - Vested/Earned (94,584) 15.31 Forfeited (13,153) 16.06 Balance, March 31, 2016 1,110,681 $ 12.55 |
Performance Based Restricted Stock Units [Member] | |
Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units | Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 873,053 9.21 Balance, March 31, 2016 873,053 $ 9.21 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Senior Notes [Member] | |
Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs | Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes was as follows: Three months ended (in thousands) March 31, 2016 March 31, 2015 Interest expense $ 4,594 $ 4,594 Original issue discount 160 150 Deferred financing costs 437 357 The following amounts remain to be amortized as of: (in thousands) March 31, 2016 December 31, 2015 Original issue discount $ 1,628 $ 1,788 Deferred financing costs 4,491 4,928 |
Revolving Credit Facility [Member] | |
Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs | Three months ended (in thousands) March 31, 2016 March 31, 2015 Interest expense $ 67 $ 88 Deferred financing costs 85 85 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring [Abstract] | |
Schedule Of Restructuring Charges And Their Utilization | Three months ended March 31, 2016 (In thousands) Balance at January 1, 2016 $ 2,166 Restructuring charges (34) Utilized (1,091) Balance at March 31, 2016 $ 1,041 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations [Abstract] | |
Schedule Of Discontinued Operations, In The Consolidated Financial Statements | 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 Sheets: (Unaudited) March 31, December 31, (In thousands) 2016 2015 Cash and cash equivalents $ 204 $ 338 Accounts receivable, net 76 117 Prepaid expenses and other current assets 103 113 Total current assets 383 568 Furniture, fixtures and equipment, net 508 581 Intangible assets, net 8 8 Other assets 48 - Total assets classified as held for sale $ 947 $ 1,157 Accounts payable $ 22 $ 65 Accrued expenses 112 264 Deferred revenue and customer deposits 126 141 Other current liabilities 1,168 923 Total current liabilities 1,428 1,393 Total liabilities classified as subject to sale $ 1,428 $ 1,393 The following table presents the major classes of line items constituting net loss from discontinued operations, which is presented in the Condensed Consolidated Statements of Comprehensive Income: Three months ended March 31, 2016 Insurance China (In thousands) Business Operations Total Revenue $ - $ 200 $ 200 Costs and expenses: Cost of revenue - 105 105 Other expenses - 336 336 Operating expenses - 441 441 Loss before taxes - (241) (241) Net loss from discontinued operations $ - $ (241) $ (241) Loss on sale of discontinued operations (736) - (736) Income tax benefit (297) - (297) Net loss on sale of discontinued operations (439) - (439) Net loss on discontinued operations $ (439) $ (241) $ (680) Three months ended March 31, 2015 Insurance China (In thousands) Business Operations Total Revenue $ 52,531 $ 216 $ 52,747 Costs and expenses: Cost of revenue 37,444 96 37,540 Other expenses 14,052 444 14,496 Operating expenses 51,496 540 52,036 Income (loss) on discontinued operations 1,035 (324) 711 Income tax expense 464 - 464 Net income (loss) on discontinued operations $ 571 $ (324) $ 247 The following tables present the major cash flow components of discontinued operations: (In thousands) Three months ended March 31, 2016 Depreciation $ 75 Amortization 1 Capital expenditures - Three months ended March 31, 2015 Insurance China (In thousands) Business Operations Total Depreciation $ 1,010 $ 95 $ 1,105 Amortization 5,231 1 5,232 Stock compensation expense 1,059 - 1,059 Capital expenditures 1,164 100 1,264 |
Organization And Basis Of Pre30
Organization And Basis Of Presentation (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | |
Number of financial products | item | 300 | |
Unamortized Deferred financing costs | $ 4,491,000 | $ 4,928,000 |
Senior Notes [Member] | ||
Debt Instrument Face Amount | $ 300,000,000 |
Goodwill And Intangible Asset31
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill And Intangible Assets [Abstract] | ||
Impairment charge | $ 0 | |
Percentage fair value exceeds carrying value | 17.90% | |
Amortization expense | $ 8,400,000 | $ 8,600,000 |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Balance, January 1, 2016 | $ 567,544 |
Balance, March 31, 2016 | 567,544 |
Banking [Member] | |
Business Acquisition [Line Items] | |
Balance, January 1, 2016 | 140,546 |
Balance, March 31, 2016 | 140,546 |
Credit Card [Member] | |
Business Acquisition [Line Items] | |
Balance, January 1, 2016 | 383,878 |
Balance, March 31, 2016 | 383,878 |
Senior Care [Member] | |
Business Acquisition [Line Items] | |
Balance, January 1, 2016 | 24,518 |
Balance, March 31, 2016 | 24,518 |
Other [Member] | |
Business Acquisition [Line Items] | |
Balance, January 1, 2016 | 18,602 |
Balance, March 31, 2016 | $ 18,602 |
Goodwill And Intangible Asset33
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 374,250 | $ 374,371 |
Accumulated Amortization | (176,938) | (168,613) |
Total expected amortization expense for intangible assets | $ 197,312 | $ 205,758 |
Weighted Average Amortization Period Years | 13 years 3 months 18 days | 13 years 3 months 18 days |
Trademarks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 199,378 | $ 199,439 |
Accumulated Amortization | (72,778) | (68,988) |
Total expected amortization expense for intangible assets | $ 126,600 | $ 130,451 |
Weighted Average Amortization Period Years | 17 years 1 month 6 days | 17 years 1 month 6 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 135,774 | $ 135,831 |
Accumulated Amortization | (87,948) | (84,183) |
Total expected amortization expense for intangible assets | $ 47,826 | $ 51,648 |
Weighted Average Amortization Period Years | 9 years 1 month 6 days | 9 years 1 month 6 days |
Affiliate Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 12,670 | $ 12,670 |
Accumulated Amortization | (6,517) | (6,382) |
Total expected amortization expense for intangible assets | $ 6,153 | $ 6,288 |
Weighted Average Amortization Period Years | 10 years 3 months 18 days | 10 years 3 months 18 days |
Developed Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 26,428 | $ 26,431 |
Accumulated Amortization | (9,695) | (9,060) |
Total expected amortization expense for intangible assets | $ 16,733 | $ 17,371 |
Weighted Average Amortization Period Years | 7 years 7 months 6 days | 7 years 7 months 6 days |
Goodwill And Intangible Asset34
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets [Abstract] | ||
Remainder of 2016 | $ 24,850 | |
2,017 | 30,959 | |
2,018 | 27,358 | |
2,019 | 19,152 | |
2,020 | 12,853 | |
Thereafter | 82,140 | |
Total expected amortization expense for intangible assets | $ 197,312 | $ 205,758 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 3,454,144 | 4,099,377 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income from continuing operations | $ 963 | $ 4,706 |
Net (loss) income from discontinued operations, net of income taxes | (680) | 247 |
Net income | $ 283 | $ 4,953 |
Weighted average common shares outstanding for basic earnings per share | 92,899,932 | 98,414,578 |
Additional dilutive shares related to share based awards | 540,822 | 521,718 |
Weighted average common shares outstanding for diluted earnings per share | 93,440,754 | 98,936,296 |
Basic net income per share: | ||
Continuing operations | $ 0.01 | $ 0.05 |
Discontinued operations | (0.01) | 0 |
Basic net income per share | 0 | 0.05 |
Diluted net income per share: | ||
Continuing operations | 0.01 | 0.05 |
Discontinued operations | (0.01) | 0 |
Diluted net income per share | $ 0 | $ 0.05 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Class of Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ 50,000,000 |
Treasury stock purchased | $ 29,612,000 |
Share Repurchase Program [Member] | |
Class of Stock [Line Items] | |
Treasury stock purchased, Shares | shares | 2,900 |
Treasury stock purchased | $ 25,800,000 |
Treasury Stock [Member] | |
Class of Stock [Line Items] | |
Treasury stock purchased, Shares | shares | 3,237 |
Treasury stock purchased | $ 29,612,000 |
Stockholders' Equity (Summary O
Stockholders' Equity (Summary Of Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Class of Stock [Line Items] | ||
Balance | $ 761,195 | |
Balance, Shares | 103,845,310 | |
Treasury Stock, Shares | (7,051,292) | |
Other comprehensive (loss) income, net of tax | $ (63) | $ (111) |
Treasury stock purchased | (29,612) | |
Stock-based compensation | 3,751 | |
Net income | 283 | $ 4,953 |
Balance | $ 735,554 | |
Balance, Shares | 103,292,228 | |
Treasury Stock, Shares | (10,214,628) | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ 1,039 | |
Balance, Shares | 103,845,000 | |
Restricted stock issued, net of cancellations, Shares | 24,000 | |
Performance stock issued, net of cancellations | $ (5) | |
Performance stock issued, net of cancellations, Shares | (529,000) | |
Balance | $ 1,034 | |
Balance, Shares | 103,292,000 | |
Additional paid-in capital [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ 886,261 | |
Restricted stock issued, net of cancellations | (855) | |
Performance stock issued, net of cancellations | 5 | |
Stock-based compensation | 3,751 | |
Balance | 889,162 | |
Accumulated Deficit [Member] | ||
Class of Stock [Line Items] | ||
Balance | (36,985) | |
Net income | 283 | |
Balance | (36,702) | |
Treasury Stock [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ (88,616) | |
Treasury Stock, Shares | (7,051,000) | |
Treasury stock purchased | $ (29,612) | |
Treasury stock purchased, Shares | (3,237,000) | |
Restricted stock issued, net of cancellations | $ 855 | |
Restricted stock issued, net of cancellations, Shares | 73,000 | |
Balance | $ (117,373) | |
Treasury Stock, Shares | (10,215,000) | |
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ (504) | |
Other comprehensive (loss) income, net of tax | (63) | |
Balance | $ (567) |
Segments (Schedule Of Revenue B
Segments (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 93,278 | $ 89,010 |
Adjusted EBITDA | 23,309 | 32,078 |
Interest and other expenses, net | 4,855 | 5,269 |
Depreciation and amortization | 9,551 | 9,462 |
Changes in fair value of contingent acquisition consideration | (162) | (240) |
Stock-based compensation expense | 3,904 | 4,755 |
Legal settlements | (851) | |
Acquisition, disposition and related expenses | 263 | |
Restatement charges | 1,427 | 4,174 |
Impact of purchase accounting | 34 | |
Restructuring charges | (34) | |
Income before taxes | 4,619 | 8,361 |
Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,347 | 28,170 |
Adjusted EBITDA | 5,281 | 10,559 |
Credit Cards [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 63,142 | 56,774 |
Adjusted EBITDA | 25,799 | 26,089 |
Senior Care [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,187 | 5,187 |
Adjusted EBITDA | (453) | (77) |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | (398) | (1,121) |
Adjusted EBITDA | $ (7,318) | $ (4,493) |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Change in fair value of contingent consideration related to a passage of time | $ 162,000 |
Change in Accounting Method Accounted for as Change in Estimate [Member] | |
(Decrease) Increase in fair value of contingent consideration | (316,000) |
Passage Of Time [Member] | |
(Decrease) Increase in fair value of contingent consideration | $ 154,000 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 293,881 | $ 293,284 |
Debt Related Commitment Fees and Debt Issuance Costs | 4,500 | 4,900 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 298,500 | $ 297,000 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 169 | $ 173 |
Total liabilities recurring fair value measurements | 332 | 9,107 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 169 | $ 173 |
Total liabilities recurring fair value measurements | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | ||
Total liabilities recurring fair value measurements | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | $ 332 | $ 9,107 |
Investments Of The Non-qualified Deferred Compensation Plan [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | 169 | 173 |
Investments Of The Non-qualified Deferred Compensation Plan [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 169 | $ 173 |
Investments Of The Non-qualified Deferred Compensation Plan [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | ||
Contingent Acquisition Consideration [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | $ 332 | $ 9,107 |
Contingent Acquisition Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | ||
Contingent Acquisition Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | ||
Contingent Acquisition Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | $ 332 | $ 9,107 |
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 | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value Measurement [Abstract] | |
Balance at beginning of period | $ 9,107 |
Additions to Level 3 | |
Transfers into Level 3 | |
Transfers out of Level 3 | |
Change in fair value | $ 162 |
Payments | (8,613) |
Balance at end of period | $ 332 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3,904,000 | $ 4,755,000 | |
Restructuring charges | (34,000) | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 225,000 | 1,300,000 | |
Stock options vested | 25,000 | ||
Closing price of common stock | $ 9.17 | ||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 1,000,000 | ||
Unrecognized compensation cost, recognition period | 8 months 12 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 72,886 | ||
Shares outstanding | 1,525,389 | 1,890,379 | |
Stock-based compensation expense, restricted stock | $ 2,800,000 | 3,400,000 | |
Average grant date fair value | $ 11.73 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 15,500,000 | ||
Unrecognized compensation cost, recognition period | 1 year 1 month 6 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 1,876,522 | ||
Shares outstanding | 1,856,730 | ||
Stock-based compensation expense, restricted stock | $ 261,000 | ||
Average grant date fair value | $ 8.33 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 15,300,000 | ||
Unrecognized compensation cost, recognition period | 1 year 10 months 24 days | ||
Performance Based Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding | 1,110,681 | 1,218,418 | |
Stock-based compensation expense, restricted stock | $ 430,000 | $ 58,000 | |
Total shareholder return factor could further adjust the number of shares by a maximum increase or decrease | 25.00% | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 1,700,000 | ||
Unrecognized compensation cost, recognition period | 1 year 7 months 6 days | ||
Performance Based Restricted Shares [Member] | Determination Date [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting installment percentage | 50.00% | ||
Performance Based Restricted Shares [Member] | Third Anniversary Of The Grant Date [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting installment percentage | 50.00% | ||
Performance Shares, Classified As A Liability [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Stock-based compensation expense, restricted stock | $ 153,000 | ||
Performance Based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 873,053 | ||
Shares outstanding | 873,053 | ||
Vesting period | 2 years | ||
Stock-based compensation expense, restricted stock | $ 142,000 | ||
Average grant date fair value | $ 9.21 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 5,900,000 | ||
Unrecognized compensation cost, recognition period | 2 years 6 months | ||
Performance Based Restricted Stock Units [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 Stock Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Condition on issuance of performance shares, range percentage | 100.00% | ||
2015 Equity Compensation Plan (the “2015 Plan”) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future issuance | 6,700,000 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,904 | $ 4,755 |
Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 428 | 479 |
Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 476 | 652 |
Product Development And Technology [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 744 | 900 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,256 | $ 2,724 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Restricted Stock Award, Restricted Stock Units, Performance Based Restricted Shares And Performance Based Restricted Stock Units Activity) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 1,890,379 |
Number of Shares, Granted | shares | 72,886 |
Number of Shares, Vested and released | shares | (413,895) |
Number of Shares, Forfeited | shares | (23,981) |
Number of Shares, Ending Balance | shares | 1,525,389 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 13.35 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.73 |
Weighted Average Grant Date Fair Value, Vested and released | $ / shares | 13.90 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 13.24 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 12.89 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Granted | shares | 1,876,522 |
Number of Shares, Forfeited | shares | (19,792) |
Number of Shares, Ending Balance | shares | 1,856,730 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 8.33 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.33 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.33 |
Performance Based Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 1,218,418 |
Number of Shares, Vested and released | shares | (94,584) |
Number of Shares, Forfeited | shares | (13,153) |
Number of Shares, Ending Balance | shares | 1,110,681 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 12.80 |
Weighted Average Grant Date Fair Value, Vested and released | $ / shares | 15.31 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 16.06 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 12.55 |
Performance Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Granted | shares | 873,053 |
Number of Shares, Ending Balance | shares | 873,053 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 9.21 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.21 |
Stock-Based Compensation (Weigh
Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Expected volatility of stock price | 56.35% |
Risk-free interest rate | 0.94% |
Valuation period | 2 years 22 days |
Dividend yield | 0.00% |
Stock-Based Compensation (Sto48
Stock-Based Compensation (Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Number of Options, Beginning Balance | shares | 2,501,926 |
Number of Options, Expired | shares | (64,271) |
Number of Options, Ending Balance | shares | 2,437,655 |
Exercise Price Per Share, Minimum Beginning Balance | $ 11.05 |
Exercise Price Per Share, Maximum Beginning Balance | 22.39 |
Exercise Price Per Share, Expired Minimum | 15 |
Exercise Price Per Share, Expired Maximum | 16.72 |
Exercise Price Per Share, Minimum Ending Balance | 11.05 |
Exercise Price Per Share, Maximum Ending Balance | 22.39 |
Weighted Average Exercise Price, Beginning Balance | 16.04 |
Weighted Average Exercise Price, Expired | 15.12 |
Weighted Average Exercise Price, Ending Balance | $ 16.07 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 86,326 |
Stock-Based Compensation (Sum49
Stock-Based Compensation (Summary Of Options Outstanding And Options Exercisable) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Options vested and expected to vest, Number of Options | shares | 2,437,655 |
Options vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 16.07 |
Options vested and expected to vest, Weight Average Contractual Term (in years) | 4 years 10 months 24 days |
Options vested and exercisable, Number of Options | shares | 2,323,270 |
Options vested and exercisable, Weighted Average Exercise Price | $ / shares | $ 15.88 |
Options vested and exercisable, Weight Average Contractual Term (in years) | 4 years 10 months 24 days |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Effective income tax rate | 79.20% | 43.70% | |
Unrecognized tax benefits | $ 4,100,000 | $ 4,000,000 | |
Tax due | 296,000 | ||
Interest and penalties recognized | 7,000 | $ 12,000 | |
Uncertain tax positions, reserve | $ 85,000 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
BanxCorp Litigation [Member] | |
Loss Contingencies [Line Items] | |
Compensatory damages, treble damages, and attorneys' fees and costs | $ 180 |
Debt (Senior Notes Narrative) (
Debt (Senior Notes Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | May. 11, 2015 | |
Debt Instrument [Line Items] | ||||
Senior Secured Note, Carrying Amount | $ 293,881,000 | $ 293,284,000 | ||
Interest expense excluding amortization | 4,594,000 | $ 4,594,000 | ||
Amortization of Original issue discounts | 160,000 | 150,000 | ||
Outstanding discounts | 1,628,000 | 1,788,000 | ||
Amortization of deferred financing costs | 437,000 | 357,000 | ||
Long term debt, net of unamortized discount | 293,881,000 | $ 293,284,000 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 300,000,000 | |||
Interest rate | 6.125% | |||
Consent payment | $ 354,000 | $ 374,000 | ||
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash received on sale of discontinued operations | $ 130,000,000 | |||
Redemption price, percentage | 100.00% | |||
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash received on sale of discontinued operations | $ 10,000,000 |
Debt (Revolving Credit Facility
Debt (Revolving Credit Facility Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Amortization of deferred financing costs | $ 437,000 | $ 357,000 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility, amount | 70,000,000 | ||
Amortization of deferred financing costs | $ 85,000 | $ 85,000 | |
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum consolidated leverage ratio | 400.00% | ||
Maximum aggregate amount of total commitments | 30.00% | ||
Amount available for borrowing | $ 69,300,000 | ||
Amounts outstanding | 743,000 | ||
Unamortized deferred loan fees | $ 669,000 | $ 754,000 | |
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.375% | ||
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.50% | ||
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Applicable margin rate | 3.00% | ||
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Applicable margin rate | 2.00% |
Debt (Summary Of Interest Expen
Debt (Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Interest expense | $ 4,594 | $ 4,594 | |
Amortization of Original issue discounts | 160 | 150 | |
Amortization of deferred financing costs | 437 | 357 | |
Unamortized Original issue discounts | 1,628 | $ 1,788 | |
Unamortized Deferred financing costs | 4,491 | $ 4,928 | |
Revolving Credit Facility [Member] | |||
Interest expense | 67 | 88 | |
Amortization of deferred financing costs | $ 85 | $ 85 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Contingent consideration liability | $ (162,000) | $ (240,000) | |
Goodwill | 567,544,000 | $ 567,544,000 | |
Moseo Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | 3,600,000 | ||
Contingent consideration liability | 3,300,000 | ||
Goodwill | 751,000 | ||
Intangible assets | 6,100,000 | ||
Customer Relationships [Member] | Moseo Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,000,000 | ||
Internet Domain Names [Member] | Moseo Corporation [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,100,000 |
Restructuring (Schedule Of Rest
Restructuring (Schedule Of Restructuring Charges And Their Utilization) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Restructuring [Abstract] | |
Beginning balance | $ 2,166 |
Restructuring charges | (34) |
Utilized | (1,091) |
Ending balance | $ 1,041 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income (loss) from discontinued operations, net of income taxes | $ (680) | $ 247 |
Discontinued Operations (Summar
Discontinued Operations (Summary Of Carrying Amounts Of Major Classes Of Assets And Liabilities Of The Discontinued Operations That Are Classified As Held For Sale In The Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $ 204 | $ 25,689 | |
Discontinued Operations, Held-for-sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | 204 | $ 338 | |
Accounts receivable, net | 76 | 117 | |
Prepaid expenses and other current assets | 103 | 113 | |
Total current assets | 383 | 568 | |
Furniture, fixtures and equipment, net | 508 | 581 | |
Intangible assets, net | 8 | 8 | |
Other assets | 48 | ||
Total assets classified as held for sale | 947 | 1,157 | |
Accounts payable | 22 | 65 | |
Accrued expenses | 112 | 264 | |
Deferred revenue and customer deposits | 126 | 141 | |
Other current liabilities | 1,168 | 923 | |
Total current liabilities | 1,428 | 1,393 | |
Total liabilities classified as subject to sale | $ 1,428 | $ 1,393 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss on discontinued operations | $ (680) | $ 247 |
Discontinued Operations [Member] | ||
Revenue | 200 | 52,747 |
Cost of revenue | 105 | 37,540 |
Other expenses | 336 | 14,496 |
Operating expenses | 441 | 52,036 |
Loss before taxes | (241) | 711 |
Income tax benefit | 464 | |
Net income (loss) on discontinued operations | (241) | 247 |
Loss on sale of discontinued operations | (736) | |
Income tax benefit | (297) | |
Net loss on sale of discontinued operations | (439) | |
Net loss on discontinued operations | (680) | |
Discontinued Operations [Member] | Insurance Business [Member] | ||
Revenue | 52,531 | |
Cost of revenue | 37,444 | |
Other expenses | 14,052 | |
Operating expenses | 51,496 | |
Loss before taxes | 1,035 | |
Income tax benefit | 464 | |
Net income (loss) on discontinued operations | 571 | |
Loss on sale of discontinued operations | (736) | |
Income tax benefit | (297) | |
Net loss on sale of discontinued operations | (439) | |
Net loss on discontinued operations | (439) | |
Discontinued Operations [Member] | China Operations [Member] | ||
Revenue | 200 | 216 |
Cost of revenue | 105 | 96 |
Other expenses | 336 | 444 |
Operating expenses | 441 | 540 |
Loss before taxes | (241) | (324) |
Net income (loss) on discontinued operations | (241) | $ (324) |
Net loss on discontinued operations | $ (241) |
Discontinued Operations (Sche60
Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Depreciation | $ 75 | $ 1,105 |
Amortization | $ 1 | 5,232 |
Stock compensation expense | 1,059 | |
Capital expenditures | 1,264 | |
Insurance Business [Member] | ||
Depreciation | 1,010 | |
Amortization | 5,231 | |
Stock compensation expense | 1,059 | |
Capital expenditures | 1,164 | |
China Operations [Member] | ||
Depreciation | 95 | |
Amortization | 1 | |
Capital expenditures | $ 100 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | May. 05, 2016 | May. 05, 2016 | Apr. 30, 2016 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||||
Treasury stock purchased | $ 29,612 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Treasury stock purchased, Shares | 2.7 | |||
Treasury stock purchased | $ 24,200 | |||
Subsequent Event [Member] | Next Advisor, Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate purchase price | $ 76,300 | |||
Earn-out Period | 18 months | |||
Payment payable, at Company's option, based on certain financial milestones over earnout period | $ 138,000 | $ 138,000 | ||
Time-based Vesting Restricted Stock Units [Member] | Subsequent Event [Member] | Retention Agreement (i) [Member] | Next Advisor, Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock-based compensation expense, restricted stock | 3,000 | |||
Time-based Vesting Restricted Stock Units [Member] | Subsequent Event [Member] | Retention Agreement (ii) [Member] | Next Advisor, Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock-based compensation expense, restricted stock | $ 7,800 |