Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 90,265,033 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 121,951 | $ 237,204 |
Accounts receivable, net of allowance for doubtful accounts of $142 and $147, respectively | 59,054 | 56,265 |
Prepaid expenses and other current assets | 33,614 | 27,773 |
Total current assets | 214,619 | 321,242 |
Furniture, fixtures and equipment, net of accumulated depreciation of $16,977 and $16,027, respectively | 10,294 | 10,189 |
Intangible assets, net of accumulated amortization of $185,212 and $168,627, respectively | 218,714 | 205,766 |
Goodwill | 609,008 | 567,544 |
Other assets | 35,143 | 23,127 |
Total assets | 1,087,778 | 1,127,868 |
Liabilities | ||
Accounts payable | 5,442 | 10,147 |
Accrued expenses | 30,689 | 25,838 |
Deferred revenue and customer deposits | 1,509 | 1,508 |
Accrued interest payable | 6,984 | 6,890 |
Other current liabilities | 26,385 | 15,583 |
Total current liabilities | 71,009 | 59,966 |
Deferred income taxes | 6,950 | 7,552 |
Long term debt, net of unamortized discount | 294,487 | 293,284 |
Other liabilities | 41,111 | 5,871 |
Total liabilities | 413,557 | 366,673 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $.01 per share - 300,000,000 shares authorized 103,241,990 shares and 103,845,310 shares issued, respectively; 90,266,376 shares and 96,794,018 shares outstanding, respectively | 1,034 | 1,039 |
Additional paid-in capital | 893,705 | 886,261 |
Accumulated deficit | (77,659) | (36,985) |
Less: Treasury stock, at cost - 12,975,614 shares and 7,051,292 shares, respectively | (142,198) | (88,616) |
Accumulated other comprehensive loss | (661) | (504) |
Total stockholders' equity | 674,221 | 761,195 |
Total liabilities and stockholders' equity | $ 1,087,778 | $ 1,127,868 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 142 | $ 147 |
Accumulated depreciation | 16,977 | 16,027 |
Accumulated amortization | $ 185,212 | $ 168,627 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 103,241,990 | 103,845,310 |
Common stock, shares outstanding | 90,266,376 | 96,794,018 |
Treasury stock, shares | 12,975,614 | 7,051,292 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements Of Comprehensive Income [Abstract] | ||||
Revenue | $ 98,302 | $ 89,334 | $ 191,780 | $ 178,560 |
Costs and expenses: | ||||
Cost of revenue | 52,641 | 41,768 | 99,952 | 83,174 |
Sales and marketing | 4,471 | 4,401 | 9,366 | 8,504 |
Product development and technology | 7,470 | 5,796 | 14,049 | 10,740 |
General and administrative | 19,822 | 16,510 | 36,710 | 32,399 |
Legal settlements | 20,000 | 3 | 19,149 | 3 |
Acquisition, disposition and related expenses | 1,335 | 311 | 1,335 | 574 |
Restructuring charges | (34) | |||
Changes in fair value of contingent acquisition consideration | 263 | 628 | 101 | 387 |
Impariment charge | 25,000 | 25,000 | ||
Depreciation and amortization | 11,079 | 9,744 | 20,706 | 19,302 |
Total costs and expenses | 142,081 | 79,161 | 226,334 | 155,083 |
(Loss) income from operations | (43,779) | 10,173 | (34,554) | 23,477 |
Interest and other expenses, net | 4,974 | 6,414 | 9,822 | 11,683 |
(Loss) income before income taxes | (48,753) | 3,759 | (44,376) | 11,794 |
Income tax (benefit) expense | (7,444) | 1,647 | (3,788) | 5,303 |
Net (loss) income from continuing operations | (41,309) | 2,112 | (40,588) | 6,491 |
Net (loss) income | $ (40,956) | $ 320 | $ (40,674) | $ 5,270 |
Basic net (loss) income per share: | ||||
Continuing operations | $ (0.47) | $ 0.02 | $ (0.45) | $ 0.07 |
Discontinued operations | (0.02) | (0.02) | ||
Basic net (loss) income per share | (0.47) | 0 | (0.45) | 0.05 |
Diluted net (loss) income per share: | ||||
Continuing operations | (0.47) | 0.02 | (0.45) | 0.07 |
Discontinued operations | (0.02) | (0.02) | ||
Diluted net (loss) income per share | $ (0.47) | $ 0 | $ (0.45) | $ 0.05 |
Weighted average common shares outstanding: | ||||
Basic | 88,030,655 | 98,592,056 | 90,469,093 | 98,502,592 |
Diluted | 88,030,655 | 99,157,615 | 90,469,093 | 99,055,782 |
Other comprehensive (loss) income, net of tax | $ 94 | $ 138 | $ (157) | $ 27 |
Comprehensive (loss) income | $ (40,862) | $ 458 | $ (40,831) | $ 5,297 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (40,956) | $ 320 | $ (40,674) | $ 5,270 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 20,706 | 31,751 | |||
Provision for doubtful accounts receivable | 64 | 267 | |||
Deferred income taxes | (602) | ||||
Amortization of deferred financing charges and original issue discount | 1,373 | 507 | |||
Stock-based compensation | 8,659 | 11,852 | |||
Loss on disposal of assets | 179 | 44 | |||
Changes in fair value of contingent acquisition consideration | 263 | 628 | 101 | 387 | |
Impariment charge | 25,000 | 25,000 | |||
Change in operating assets and liabilities, net of effect of business acquisitions: | |||||
Accounts receivable | 5,403 | (16,336) | |||
Prepaid expenses and other assets | (20,007) | 18,977 | |||
Accounts payable | (6,981) | 4,216 | |||
Accrued expenses | 2,521 | (7,036) | |||
Other liabilities | 21,938 | (5,727) | |||
Deferred revenue and customer deposits | 1 | 337 | |||
Net cash provided by operating activities | 17,681 | 44,509 | |||
Cash flows from investing activities | |||||
Purchases of furniture, fixtures and equipment and capitalized software and website development costs | (2,574) | (7,456) | |||
Cash used in business acquisitions, net | (63,409) | (30,753) | |||
Net cash used in investing activities | (65,983) | (38,209) | |||
Cash flows from financing activities | |||||
Cash paid for contingent acquisition consideration | (8,613) | (7,169) | |||
Cash paid for deferred acquisition consideration | (3,750) | ||||
Purchase of Company stock | (54,437) | (2,303) | |||
Net cash used in financing activities | (66,800) | (9,472) | |||
Effect of exchange rate on cash and cash equivalents | (151) | 126 | |||
Net decrease in cash | (115,253) | (3,046) | |||
Cash - beginning of period | 237,204 | 142,051 | $ 142,051 | ||
Cash - end of period | 121,951 | 139,005 | 121,951 | 139,005 | 237,204 |
Less cash of discontinued operations - end of period | 23,281 | 23,281 | |||
Cash of continuing operations - end of period | $ 121,951 | $ 115,724 | 121,951 | 115,724 | $ 237,204 |
Supplemental disclosure of other cash flow activities | |||||
Cash paid for interest | 9,255 | 10,469 | |||
Cash paid (refunded) for taxes, net | $ 1,737 | $ (10,708) |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 6 Months Ended |
Jun. 30, 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 estimates 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 six months ended June 30, 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 (“2015 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in our 2015 Annual Report. Reclassifications Certain amounts presented for the three and six months ended June 30, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Report and our current presentation. 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 and six months ended June 30, 2015. 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 as of June 30, 2016 and December 31, 2015. Our operations in China were previously presented as discontinued operations as we were marketing them for sale. During the second quarter 2016 we could not come to terms with the potential buyer s of the business, negotiations ended and the plan to sell the business was abandoned. It was then determined to start the process of winding down and closing the operations in China, a process which , based on local require ments and regulations, is not expected to be completed until early in 2017 . During the second quarter 2016, w e recorded a pproximately $723,000 for the acceleration of amortization and depreciation of certain intangible and work-in-process assets , furniture, fixtures and equipment and other assets based on their estimated remaining future economic life as the operations are being wound down and closed. Discontinued Operation In December 2015, we sold our Insurance business segment. In accordance with GAAP , the results of our Insurance business segment through the date of sale, December 29, 2015, 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 of the Insurance business segment for 2015 are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of the condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. During the three and six months ended June 30, 2016 we incurred expenses and received reimbursements related to our 2015 disposal of our Insurance business, which have been classified as discontinued operations. See Note 13 — Discontinued Operations for presentation of the results of the discontinued operations of the Insurance segment. 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 June 30, 2016 and December 31, 2015 net of deferred financing costs of $4.0 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 June 30, 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. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2014-09 by one year , as such, t his guidance 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 March 2016, the FASB i ssued 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. In May 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” This update is to clarify several aspects of Topic 606, (i) identifying performance obligation and (ii) licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition requirements for this amendment are the same as the effective date and transition requirements of Update 2014-09. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2019-09 by one year, as such, t his guidance 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 May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF (Emerging Issue Task Force) Meeting.” This update rescinds SEC paragraphs pursuant to the SEC Staff Announcement, “Rescission of Certain SEC Staff Observer Comments upon Adoption of Topic 606,” and the SEC Staff Announcement, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or Equity,” announced at the March 3, 2016 Emerging Issues Task Force (EITF) meeting . This guidance 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 May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” This update does not change the core principle of Topic 606, but affect several aspects related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for this amendment are the same as the effective date and transition requirements of Update 2014-09. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2019-09 by one year, as such, t his guidance 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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update requires a financial asset, or group of financial assets, measured at amortized cost basis to be presented at the net amount expected to be collected. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any entity in any interim or annual period 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. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 2 – GOODWILL AND INTANGIBLE ASSETS During the second quarter 2016 management noted that the operating results of its Banking reporting unit had begun to track below plan, primarily due to macro economic trends impacting its deposit and display advertising businesses. This triggering event resulted in impairment testing as of June 30, 2016. It was concluded that the reporting unit’s goodwill is impaired and we recorded a $25.0 million expense for the impairment of its goodwill, determined using the income and market approach. If Banking does not track to expectations, this could lead to further impairment. 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 approximately 17.9% , however, the absolute dollar amount of the Senior Care cushion was 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 Credit Cards or Senior Care reporting unit s during the second quarter 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 second quarter of 2016. During the second quarter 2016, the Company acquired the Next Advisor business, which is reported in our Credit Cards segment (see Note 11 — Acquisitions). Goodwill activity for the six months ended June 30, 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 - 66,464 - - 66,464 Impairment charge (25,000) - - - (25,000) Balance, June 30, 2016 $ 115,546 $ 450,342 $ 24,518 $ 18,602 $ 609,008 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. The increase in intangible assets relates to our acquisition of the Next Advisor business. Intangible assets subject to amortization were as follows as of June 30, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 205,170 $ (76,440) $ 128,730 16.8 Customer relationships 158,065 (91,771) 66,294 9.0 Affiliate relationships 12,670 (6,652) 6,018 10.3 Developed technologies 26,573 (10,329) 16,244 7.7 Non-compete 1,448 (20) 1,428 3.0 $ 403,926 $ (185,212) $ 218,714 12.9 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 $ 199,461 $ (69,002) $ 130,459 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 $ 374,393 $ (168,627) $ 205,766 13.3 Amortization expense for the three and six months ended June 30, 2016 was $8.7 million and $ 17.1 million, respectively, and amortization expense for the three and six months ended June 30, 2015 was $8.7 million and $17.3 million, respectively . Future amortization expense for intangible assets placed into service on or before June 30, 2016 is expected to be: Amortization (In thousands) Expense Remainder of 2016 $ 18,986 2017 35,434 2018 31,802 2019 23,338 2020 16,838 2021 14,515 Thereafter 77,801 Total expected amortization expense for intangible assets $ 218,714 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 3 – EARNINGS (LOSS) PER SHARE We compute basic earnings (loss) per share by dividing net income (loss) for the period by the weighted average number of shares outstanding for the period. Diluted earnings (loss) 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 (loss) per share: Three months ended Six months ended June 30, June 30, June 30, June 30, (In thousands, except share and per share data) 2016 2015 2016 2015 Net (loss) income from continuing operations $ (41,309) $ 2,112 $ (40,588) $ 6,491 Net income (loss) from discontinued operations 353 (1,792) (86) (1,221) Net (loss) income $ (40,956) $ 320 $ (40,674) $ 5,270 Weighted average common shares outstanding for basic earnings (loss) per share 88,030,655 98,592,056 90,469,093 98,502,592 Additional dilutive shares related to share based awards - 565,559 - 553,190 Weighted average common shares outstanding for diluted earnings (loss) per share 88,030,655 99,157,615 90,469,093 99,055,782 Basic net (loss) income per share: Continuing operations $ (0.47) $ 0.02 $ (0.45) $ 0.07 Discontinued operations - (0.02) - (0.02) Basic net (loss) income per share $ (0.47) $ 0.00 $ (0.45) $ 0.05 Diluted net (loss) income per share: Continuing operations $ (0.47) $ 0.02 $ (0.45) $ 0.07 Discontinued operations - (0.02) - (0.02) Diluted net (loss) income per share $ (0.47) $ 0.00 $ (0.45) $ 0.05 As we incurred a loss from continuing operations for the three and six months ended June 30, 201 6 , all outstanding stock options, restricted stock awards and performance stock awards have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding for those periods . Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. The following were excluded from the calculation of diluted earnings per share because their impact would have been anti-dilutive : Three months ended Six months ended June 30, June 30, June 30, June 30, 2016 2015 2016 2015 Restricted shares and restricted share units 1,247,313 1,336,172 1,385,643 1,322,430 Stock options 2,385,656 2,765,113 2,428,326 2,777,902 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY The activity in stockholders’ equity for the six months ended June 30, 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 - - - - - - (157) (157) Treasury stock purchased - - - - (5,998) (54,437) - (54,437) Restricted stock issued, net of cancellations (74) - (855) - 74 855 - - Performance stock issued, net of cancellations (529) (5) 5 - - - - Stock-based compensation - - 8,294 - - - - 8,294 Net loss - - - (40,674) - - - (40,674) Balance at June 30, 2016 103,242 $ 1,034 $ 893,705 $ (77,659) (12,975) $ (142,198) $ (661) $ 674,221 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 and six months ended June 30, 2016 , we repurchased approximately 2.7 million and 5.6 million sh ares , respectively, for approximatel y $24.2 million and $50.0 million, respectively, plus commission fees . |
Segments
Segments | 6 Months Ended |
Jun. 30, 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; Next Advisor contingent payments for the acquisition; CEO transition costs ; costs related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations; purchase accounting adjustments; and the adjusted EBITDA results of our operations in China as we are winding down and ceasing its operations . 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 June 30, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 23,249 $ 4,815 $ 26,972 $ 9,202 Credit Cards 69,650 24,690 56,054 25,816 Senior Care 6,022 464 5,714 (90) Other (619) (7,353) 594 (3,660) Total Company $ 98,302 22,616 $ 89,334 31,268 Less: Interest and other expenses, net 4,974 6,414 Depreciation and amortization 11,079 9,744 Changes in fair value of contingent acquisition consideration 263 628 Stock-based compensation expense 4,754 4,959 Legal settlements (A) 20,000 3 Acquisition, disposition and related expenses (B) 1,335 311 Restatement charges (C) 1,995 5,385 Impact of purchase accounting - 1 Next Advisor contingent payments 1,371 - China adjusted EBITDA loss (D) 598 64 Impairment charge (E) 25,000 - (Loss) income before income taxes $ (48,753) $ 3,759 __________ (A) During the three months ended June 30, 2016 , $20.0 million was recorded for a proposed settlement of the private securities class action lawsuit pending against the Company . A pproximately 70% of the settlement is expected to be reimbursed from insurance proceeds . (B) During the three months ended June 30, 2016, a cquisition, disposition and related expenses represent direct expenses related to the Next Advisor acquisition. During the three months ended June 30, 2015, these costs related to the acquisition of Quizzle. (C) Restatement charges include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents the Adjusted EBITDA loss of the operations in China. The results of China were previously presented as discontinued operations when it was actively marketed for sale. After the negotiations with the potential buyer did not result in a sale of the business, we initiated the process of winding down the operations. (E) During the three months ended June 30, 2016, we recorded $ 25 .0 million for the impairment of goodwill in our Banking segment. Six months ended June 30, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 47,595 $ 10,097 $ 55,142 $ 19,761 Credit Cards 132,793 50,488 112,828 51,904 Senior Care 12,209 12 10,900 (167) Other (817) (14,672) (310) (8,152) Total Company $ 191,780 45,925 $ 178,560 63,346 Less: Interest and other expenses, net 9,822 11,683 Depreciation and amortization 20,706 19,302 Changes in fair value of contingent acquisition consideration 101 387 Stock-based compensation expense 8,659 9,718 Legal settlements (A) 19,149 3 Acquisition, disposition and related expenses (B) 1,335 574 Restatement charges (C) 3,422 9,558 Impact of purchase accounting - 35 Restructuring charges (34) - China adjusted EBITDA loss (D) 770 292 Impairment charge (E) 25,000 - Next Advisor contingent payments 1,371 - (Loss) income before income taxes $ (44,376) $ 11,794 __________ (A) During the six months ended June 30, 2016 , $20.0 million was recorded for a proposed settlement of the private securities class action lawsuit pending against the Company , a pproximately 70% of which is expected to be reimbursed from insurance proceeds , and an $851,000 insurance payment was received for reimbursement of previously incurred legal expenses in connection with this lawsuit . (B) During the six months ended June 30, 2016, a cquisition, disposition and related expenses represent direct expenses related the Next Advisor acquisition. During the six months ended June 30, 2015, these costs related to the acquisition of Quizzle. (C) Restatement charges include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents the Adjusted EBITDA loss of the operations in China. The results of China were previously presented as discontinued operations when it was actively marketed for sale. After the negotiations with the potential buyer did not result in a sale of the business, we initiated the process of winding down the operations. (E) During the six months ended June 30, 2016, we recorded $2 5 .0 million for the impairment of goodwill in our Banking segment. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 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: June 30, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 294,487 $ 300,000 $ 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 June 30, 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 June 30, 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 $ 168 $ - $ - $ 168 Total asset recurring fair value measurements $ 168 $ - $ - $ 168 Liabilities: Contingent acquisition consideration $ - $ - $ 37,595 $ 37,595 Total liabilities recurring fair value measurements $ - $ - $ 37,595 $ 37,595 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 six months ended June 30, 2016 : (In thousands) Six months ended June 30, 2016 Balance, January 1, 2016 $ 9,107 Additions to Level 3 37,000 Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 101 Payments (8,613) Balance, June 30, 2016 $ 37,595 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 June 30, 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 six months ended June 30, 2016 , we recorded an expense of $101,000 for the change in fair value of contingent acquisition consideration , which consist s of a n increase of $322,000 related to the passage of time, partially offset by a decrease in the fair value due to a change in estimate of $221,000 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 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 June 30, 2016, approximately 6.2 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 Six months ended June 30, June 30, June 30, June 30, (In thousands) 2016 2015 2016 2015 Cost of revenue $ 481 $ 499 $ 909 $ 978 Sales and marketing 458 687 934 1,339 Product development and technology 1,122 963 1,866 1,863 General and administrative 2,693 2,810 4,950 5,538 Total stock-based compensation $ 4,754 $ 4,959 $ 8,659 $ 9,718 Stock compensation expense for the three and six months ended June 30, 2016 includes $213,000 and $366,000 , respectively, 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, ratably over three years. Restricted Stock The following table summarizes restricted stock award activity for the six months ended June 30, 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 (591,004) 14.10 Forfeited (74,219) 11.94 Balance, June 30, 2016 1,298,042 $ 12.77 Stock-based compensation expense related to restricted stock awards for the three and six months ended June 30, 2016 was approximately $2.3 million and $5.2 million, respectively, and for the three and six months ended June 30, 2015 was approximately $3.8 million and $7.2 million, respectively. As of June 30, 2016 , there was unrecognized compensation cost related to non-vested restricted stock awards of $12.6 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.2 years. Restricted Stock Units During the six months ended June 30, 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 2,420,442 8.26 Forfeited (53,596) 8.35 Balance, June 30, 2016 2,366,846 $ 8.26 Stock-based compensation expense related to restricted stock units for the three and six months ended June 30, 2016 was approximately $1.2 million and $1.5 million, respectively. As of June 30, 2016 , there was unrecognized compensation cost related to non-vested restricted stock units of $18.1 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.7 years. Performance Based Restricted Shares Performance based restricted shares activity was as follows for the six months ended June 30, 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, June 30, 2016 1,110,681 $ 12.55 Stock-based compensation expense related to performance-based shares for the three and six months ended June 30, 2016 was approximately $364,000 and $794,000 , respectively, and for the three and six months ended June 30, 2015 was approximately $64,000 and $121,000 , respectively. As of June 30, 2016 , there was unrecognized compensation expense related to non-vested performance stock awards of $1.4 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.5 years. Performance-based Restricted Stock Units During the six months ended June 30, 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 the later of (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 target amount of performance-based restricted stock units to be awarded. The amount awarded is determined based on the Company’s financial performance metric, Adjusted EBITDA. The total number of performance-based restricted stock units earned based on the financial performance metric can range from 0% to 150% of the target amount. The total shareholder return factor could further adjust the number of performance-based restricted stock units earned by a maximum increase or decrease of 25% . Stock-based compensation expense related to the performance-based restricted stock units for the three and six months ended June 30, 2016 was $616,000 and $758,000 , respectively. As of June 30, 2016 , there was unrecognized compensation expense related to non-vested performance-based restricted stock units of $5.3 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 2.2 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. Six months ended June 30, 2016 Expected volatility of stock price 56.35% Risk-free interest rate 0.94% Valuation period 2.06 years Dividend yield 0.00% Performance-based restricted stock unit activity was as follows for the six months ended June 30, 2016 : Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 873,053 9.21 Balance, June 30, 2016 873,053 $ 9.21 Stock Options Stock option activity was as follows for the six months ended June 30, 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 (544,323) 11.05 - 22.39 16.54 Balance, June 30, 2016 1,957,603 $ 12.55 - 22.39 $ 15.90 $ - 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 50,000 stock options vested during the six months ended June 30, 2016 . The following table summarizes our options outstanding and options currently exercisable. June 30, 2016 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 1,957,603 $ 15.90 4.7 $ - Options vested and exercisable 1,868,218 15.70 4.7 - The aggregate intrinsic value of stock options outstanding in the tables above calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period ( $7.48 at June 30, 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 and six months ended June 30, 2016 was $215,000 and $440,000 , respectively, and for the three and six months ended June 30, 2015 was approximately $1.3 million and $2.3 million, respectively. As of June 30, 2016 , approximately $788,000 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 0.6 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 , in addition to the non-deductibility of the GAAP goodwill impairment in 2016. Our effective tax rate on continuing operations was a benefit of 8.5% during the six months ended June 30, 2016 , compared to an expense of 45.0% during the six months ended June 30, 2015 , respectively . The chang e in our effective tax rate during the six months ended June 30, 2016 is primarily attributed to a higher charge taken for stock compensation and the tax non-deductibility of the GAAP goodwill impairment charge over a loss before taxable income. We have approximately $4.2 million and $4.0 million of unrecognized tax benefits at June 30, 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 $21,000 and $10,000 during the three months ended June 30, 2016 and 2015 , respectively, and $28,000 and $22,000 during the six months ended June 30, 2016 and 2015, respectively, for the payment of interest which is recorded as income tax expense. During the six months ended June 30, 2016 , we recorded an additional reserve for an uncertain tax position in the amount of $166,000 . |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 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. 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 May 17, 2016, the Company announced a proposed agreement, subject to Court approval, to settle this private securities class action against all defendants. Bankrate would pay a total of $20 million in cash to a Settlement Fund to resolve all claims asserted on behalf of investors who purchased or otherwise acquired Bankrate stock between October 27, 2011 and October 9, 2014. The Company has accrued for this settlement amount as of June 30, 2016. The proposed settlement further provides that Bankrate denies all claims of wrongdoing or liability. Approximately 70% of the settlement fund is expected to be reimbursed from insurance proceeds. The Company has not recorded the benefit of any insurance proceeds as of June 30, 2016. Papers requesting preliminary approval of the settlement were filed on July 18, 2016, and notice of the proposed settlement is being given to the class. The Court will then hold a hearing to determine whether to give the settlement final approval . 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2016 and December 31, 2015, is $294.5 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 amortize 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 Six months ended (in thousands) June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Interest expense $ 4,709 $ 4,623 $ 9,507 $ 9,305 Original issue discount 162 152 323 302 Deferred financing costs 443 408 881 766 The following amounts remain to be amortized as of: (in thousands) June 30, 2016 December 31, 2015 Original issue discount $ 1,465 $ 1,788 Deferred financing costs 4,047 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, up 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 June 30, 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 June 30, 2016 $69.2 million was available for borrowing under the Revolving Credit Facility and there were approximately $803,000 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 Six months ended (in thousands) June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Interest expense $ 73 $ 77 $ 140 $ 164 Deferred financing costs 85 85 169 169 At June 30, 2016 and December 31, 2015 , approximately $585,000 and $754,000 , respectively, in deferred loan fees remains to be amortized. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 11 – ACQUISITIONS 2016 Acquisition On June 17, 2016 , we completed the acquisition of certain assets of Next Advisor, Inc. ( the “Acquired Next Advisor Business ”) , a n online source of research and reviews of credit cards, personal finance and internet services. This acquisition was made to accelerate our business, broaden our reach and increas e ways to engage consumers looking for credit cards. The results of operations of the Acquired Next Advisor Business are being reported in our Credit Cards segment and are included in our condensed consolidated results from the acquisition date. The acquisition is accounted for as a business combination and the acquisition accounting is preliminary and subject to change as third party valuations are not finalized. The Company paid $63.4 million at closing, recorded $37.0 million of deferred contingent consideration, and placed $11.9 million in to escrow as a deferred payment and to serve as recourse for indemnity obligations. The deferred payment is recorded in other assets and will be amortized into compensation expense over the period earned . As of June 30, 2016 , no escrow payments have been made to the seller . The transaction called for cash consideration as well as a series of contingent payments based on the achievement of Adjusted EBITDA targets. These contingent payments are classified as purchase consideration if made to seller and compensation if made to current and future employees. As part of the purchase price, the Company recorded a $37 .0 million liability for the deferred contingent consideration due to seller based upon the net present value of the Company’s estimate of the future payments. Subsequent measurements are made using the same methodology. This fair value measurement represents a Level 3 measurement as it is based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date. We recorded approximately $66.5 million in goodwill, which reflects the adjustments necessary to allocate the purchase price to the fair value of the assets acquired and the liabilities assumed and represents the expected future economic benefits from future growth arising from the Acquired Next Advisor Business’s scale and expertise in driving traffic via sponsored content , benefits expected from using that expertise to driv e traffic to other Bankrate owned web sites , future economic benefits arising from other assets acquired that could not be individually ident ified and separately recognized . We expect goodwill will be deductible for income tax purposes. Intangible assets including trademark s and internet domain name , customer relationships, and the non-compete covenant were valued using the income a pproach , and t he developed technology was valued using cost methodology. Approximately $30.3 million was recorded as intangible assets consisting of customer relationships for $22.4 million, trademarks and i nternet domain name for $6.2 million, non-compete covenant for $1.5 million and developed technology for $150,000 . The following table presents the June 30, 2016, preliminary estimated fair value of assets acquired and liabilities assumed at the acquisition date: Preliminary Acquisition Date (In thousands) Estimated Fair Value Current assets $ 43 Receivables 8,256 Intangible assets 30,253 Total identifiable assets acquired 38,552 Current liabilities 4,607 Total liabilities assumed 4,607 Net assets acquired 33,945 Goodwill 66,464 Purchase price $ 100,409 The valuations used to determine the preliminary estimated fair value of the intangible assets and the resulting goodwill in the purchase price allocation principally use the discounted cash flow methodology and were made concurrent with the effective date of the acquisition. The estimated weighted average amortization periods for intangible assets recorded in the acquisition are as follows: Weighted Average Amortization Period (Years) Trademarks and domain names 5.0 Customer relationships 8.0 Developed technology 2.0 Non-compete 3.0 The amounts of revenue, net income and adjusted EBITDA generated by the Acquired Next Advisor Business included in our Condensed Consolidated Statement of Comprehensive Income (Loss) from the acquisition date are approximately $1.5 million, $43,000 and $235,000 , respectively . Unaudited pro forma data disclosures for the three and six months ended June 30, 2016 and 2015 have not been provided as required under ASC 805-10-50-2 for the Next Advisor acquisition as the Company continues to review the impact of its policies on the acquired company. This information will be disclosed in Form 8-K in the required timeframe. 2015 Acquisitions On April 1, 2015 we acquired Quizzle, LLC and during 2015 we acquired certain assets and assumed certain liabilities of certain entities . These acquisitions had an aggregate purchase price of $40.3 million, including $6.9 million in fair value of deferred payments and $2.7 million in fair value of contingent acquisition consideration. The acquisitions were accounted for under purchase accounting and were included in our consolidated results from the acquisition dates. The financial results of the acquired businesses are immaterial individually and in aggregate to our net assets and results of operations. We recorded $21.8 million in goodwill and $19.2 million of intangible assets related to these acquisitions with estimated weighted average useful lives of 10 years, consisting of approximately $11.5 million of developed technology, approximately $4.6 million of domain names and approximately $3.1 million of customer relationships . |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring [Abstract] | |
Restructuring | NOTE 12 – RESTRUCTURING In 2015, management adopted a restructuring plan with respect to the Company’s corporate and B anking segment finance operations to align them with our commitment to implement best practices, enhance internal controls and drive efficiency throughout the finance function s 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 15 employees , all of whom have been terminated . 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 June 30, 2016 , the restructuring plan has been completed and we anticipate no further charges under this plan. During the six months ended June 30, 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: Six months ended June 30, 2016 (In thousands) Balance at January 1, 2016 $ 2,166 Restructuring charges (34) Utilized (1,464) Balance at June 30, 2016 $ 668 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | NOTE 1 3 – DISCONTINUED OPERATIONS In December 2015, we sold our Insurance business. For the three and six months ended June 30, 2015 , the results of operations of the Insurance business are classified as discontinued operations in the condensed consolidated statements of comprehensive income. During the three and six months ended June 30, 2016, we had $ 353 ,000 of net income and $ 86 ,000 of a loss, respectively, in discontinued operations related to the previous disposal of our former Insurance business. This activity primarily relates to reimbursements from some states for previous sales tax remittances, and legal and other post-closing expenses. 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 Six months ended (In thousands) June 30, 2015 June 30, 2015 Revenue $ 43,902 $ 96,433 Costs and expenses: Cost of revenue 33,017 70,462 Other expenses 13,660 27,712 Operating expenses 46,677 98,174 Loss on discontinued operations (2,775) (1,741) Income tax benefit (983) (520) Net loss on discontinued operations $ (1,792) $ (1,221) The following tables present the major cash flow components of discontinued operations for the six months ended: Six months ended (In thousands) June 30, 2015 Depreciation $ 2,013 Amortization 10,437 Stock compensation expense 2,136 Capital expenditures 1,201 |
Organization And Basis Of Pre19
Organization And Basis Of Presentation (Policies) | 6 Months Ended |
Jun. 30, 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 estimates 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 six months ended June 30, 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 (“2015 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in our 2015 Annual Report. |
Reclassification | Reclassifications Certain amounts presented for the three and six months ended June 30, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Report and our current presentation. 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 and six months ended June 30, 2015. 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 as of June 30, 2016 and December 31, 2015. Our operations in China were previously presented as discontinued operations as we were marketing them for sale. During the second quarter 2016 we could not come to terms with the potential buyer s of the business, negotiations ended and the plan to sell the business was abandoned. It was then determined to start the process of winding down and closing the operations in China, a process which , based on local require ments and regulations, is not expected to be completed until early in 2017 . During the second quarter 2016, w e recorded a pproximately $723,000 for the acceleration of amortization and depreciation of certain intangible and work-in-process assets , furniture, fixtures and equipment and other assets based on their estimated remaining future economic life as the operations are being wound down and closed. |
Discontinued Operations | Discontinued Operation In December 2015, we sold our Insurance business segment. In accordance with GAAP , the results of our Insurance business segment through the date of sale, December 29, 2015, 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 of the Insurance business segment for 2015 are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of the condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. During the three and six months ended June 30, 2016 we incurred expenses and received reimbursements related to our 2015 disposal of our Insurance business, which have been classified as discontinued operations. See Note 13 — Discontinued Operations for presentation of the results of the discontinued operations of the Insurance segment. |
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 June 30, 2016 and December 31, 2015 net of deferred financing costs of $4.0 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 June 30, 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. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of ASU 2014-09. ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2014-09 by one year , as such, t his guidance 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 March 2016, the FASB i ssued 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. In May 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” This update is to clarify several aspects of Topic 606, (i) identifying performance obligation and (ii) licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition requirements for this amendment are the same as the effective date and transition requirements of Update 2014-09. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2019-09 by one year, as such, t his guidance 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 May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF (Emerging Issue Task Force) Meeting.” This update rescinds SEC paragraphs pursuant to the SEC Staff Announcement, “Rescission of Certain SEC Staff Observer Comments upon Adoption of Topic 606,” and the SEC Staff Announcement, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or Equity,” announced at the March 3, 2016 Emerging Issues Task Force (EITF) meeting . This guidance 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 May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” This update does not change the core principle of Topic 606, but affect several aspects related to how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for this amendment are the same as the effective date and transition requirements of Update 2014-09. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” defers the effective date of ASU 2019-09 by one year, as such, t his guidance 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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update requires a financial asset, or group of financial assets, measured at amortized cost basis to be presented at the net amount expected to be collected. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any entity in any interim or annual period 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. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 - 66,464 - - 66,464 Impairment charge (25,000) - - - (25,000) Balance, June 30, 2016 $ 115,546 $ 450,342 $ 24,518 $ 18,602 $ 609,008 |
Components Of Intangible Assets Subject To Amortization | Intangible assets subject to amortization were as follows as of June 30, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 205,170 $ (76,440) $ 128,730 16.8 Customer relationships 158,065 (91,771) 66,294 9.0 Affiliate relationships 12,670 (6,652) 6,018 10.3 Developed technologies 26,573 (10,329) 16,244 7.7 Non-compete 1,448 (20) 1,428 3.0 $ 403,926 $ (185,212) $ 218,714 12.9 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 $ 199,461 $ (69,002) $ 130,459 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 $ 374,393 $ (168,627) $ 205,766 13.3 |
Summary Of Future Amortization Expense | Amortization (In thousands) Expense Remainder of 2016 $ 18,986 2017 35,434 2018 31,802 2019 23,338 2020 16,838 2021 14,515 Thereafter 77,801 Total expected amortization expense for intangible assets $ 218,714 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings (Loss) Per Share | Three months ended Six months ended June 30, June 30, June 30, June 30, (In thousands, except share and per share data) 2016 2015 2016 2015 Net (loss) income from continuing operations $ (41,309) $ 2,112 $ (40,588) $ 6,491 Net income (loss) from discontinued operations 353 (1,792) (86) (1,221) Net (loss) income $ (40,956) $ 320 $ (40,674) $ 5,270 Weighted average common shares outstanding for basic earnings (loss) per share 88,030,655 98,592,056 90,469,093 98,502,592 Additional dilutive shares related to share based awards - 565,559 - 553,190 Weighted average common shares outstanding for diluted earnings (loss) per share 88,030,655 99,157,615 90,469,093 99,055,782 Basic net (loss) income per share: Continuing operations $ (0.47) $ 0.02 $ (0.45) $ 0.07 Discontinued operations - (0.02) - (0.02) Basic net (loss) income per share $ (0.47) $ 0.00 $ (0.45) $ 0.05 Diluted net (loss) income per share: Continuing operations $ (0.47) $ 0.02 $ (0.45) $ 0.07 Discontinued operations - (0.02) - (0.02) Diluted net (loss) income per share $ (0.47) $ 0.00 $ (0.45) $ 0.05 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three months ended Six months ended June 30, June 30, June 30, June 30, 2016 2015 2016 2015 Restricted shares and restricted share units 1,247,313 1,336,172 1,385,643 1,322,430 Stock options 2,385,656 2,765,113 2,428,326 2,777,902 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 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 - - - - - - (157) (157) Treasury stock purchased - - - - (5,998) (54,437) - (54,437) Restricted stock issued, net of cancellations (74) - (855) - 74 855 - - Performance stock issued, net of cancellations (529) (5) 5 - - - - Stock-based compensation - - 8,294 - - - - 8,294 Net loss - - - (40,674) - - - (40,674) Balance at June 30, 2016 103,242 $ 1,034 $ 893,705 $ (77,659) (12,975) $ (142,198) $ (661) $ 674,221 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segments [Abstract] | |
Schedule Of Revenue By Reportable Segments | Three months ended June 30, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 23,249 $ 4,815 $ 26,972 $ 9,202 Credit Cards 69,650 24,690 56,054 25,816 Senior Care 6,022 464 5,714 (90) Other (619) (7,353) 594 (3,660) Total Company $ 98,302 22,616 $ 89,334 31,268 Less: Interest and other expenses, net 4,974 6,414 Depreciation and amortization 11,079 9,744 Changes in fair value of contingent acquisition consideration 263 628 Stock-based compensation expense 4,754 4,959 Legal settlements (A) 20,000 3 Acquisition, disposition and related expenses (B) 1,335 311 Restatement charges (C) 1,995 5,385 Impact of purchase accounting - 1 Next Advisor contingent payments 1,371 - China adjusted EBITDA loss (D) 598 64 Impairment charge (E) 25,000 - (Loss) income before income taxes $ (48,753) $ 3,759 __________ (A) During the three months ended June 30, 2016 , $20.0 million was recorded for a proposed settlement of the private securities class action lawsuit pending against the Company . A pproximately 70% of the settlement is expected to be reimbursed from insurance proceeds . (B) During the three months ended June 30, 2016, a cquisition, disposition and related expenses represent direct expenses related to the Next Advisor acquisition. During the three months ended June 30, 2015, these costs related to the acquisition of Quizzle. (C) Restatement charges include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents the Adjusted EBITDA loss of the operations in China. The results of China were previously presented as discontinued operations when it was actively marketed for sale. After the negotiations with the potential buyer did not result in a sale of the business, we initiated the process of winding down the operations. (E) During the three months ended June 30, 2016, we recorded $ 25 .0 million for the impairment of goodwill in our Banking segment. Six months ended June 30, 2016 2015 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Banking $ 47,595 $ 10,097 $ 55,142 $ 19,761 Credit Cards 132,793 50,488 112,828 51,904 Senior Care 12,209 12 10,900 (167) Other (817) (14,672) (310) (8,152) Total Company $ 191,780 45,925 $ 178,560 63,346 Less: Interest and other expenses, net 9,822 11,683 Depreciation and amortization 20,706 19,302 Changes in fair value of contingent acquisition consideration 101 387 Stock-based compensation expense 8,659 9,718 Legal settlements (A) 19,149 3 Acquisition, disposition and related expenses (B) 1,335 574 Restatement charges (C) 3,422 9,558 Impact of purchase accounting - 35 Restructuring charges (34) - China adjusted EBITDA loss (D) 770 292 Impairment charge (E) 25,000 - Next Advisor contingent payments 1,371 - (Loss) income before income taxes $ (44,376) $ 11,794 __________ (A) During the six months ended June 30, 2016 , $20.0 million was recorded for a proposed settlement of the private securities class action lawsuit pending against the Company , a pproximately 70% of which is expected to be reimbursed from insurance proceeds , and an $851,000 insurance payment was received for reimbursement of previously incurred legal expenses in connection with this lawsuit . (B) During the six months ended June 30, 2016, a cquisition, disposition and related expenses represent direct expenses related the Next Advisor acquisition. During the six months ended June 30, 2015, these costs related to the acquisition of Quizzle. (C) Restatement charges include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents the Adjusted EBITDA loss of the operations in China. The results of China were previously presented as discontinued operations when it was actively marketed for sale. After the negotiations with the potential buyer did not result in a sale of the business, we initiated the process of winding down the operations. (E) During the six months ended June 30, 2016, we recorded $2 5 .0 million for the impairment of goodwill in our Banking segment. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurement [Abstract] | |
Estimated Fair Value And Related Carrying Amounts | June 30, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 294,487 $ 300,000 $ 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 June 30, 2016 and December 31, 2015, respectively. |
Fair Value Measurement Of Contingent Acquisition Consideration | Fair Value Measurement at June 30, 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 $ 168 $ - $ - $ 168 Total asset recurring fair value measurements $ 168 $ - $ - $ 168 Liabilities: Contingent acquisition consideration $ - $ - $ 37,595 $ 37,595 Total liabilities recurring fair value measurements $ - $ - $ 37,595 $ 37,595 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) Six months ended June 30, 2016 Balance, January 1, 2016 $ 9,107 Additions to Level 3 37,000 Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 101 Payments (8,613) Balance, June 30, 2016 $ 37,595 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | Three months ended Six months ended June 30, June 30, June 30, June 30, (In thousands) 2016 2015 2016 2015 Cost of revenue $ 481 $ 499 $ 909 $ 978 Sales and marketing 458 687 934 1,339 Product development and technology 1,122 963 1,866 1,863 General and administrative 2,693 2,810 4,950 5,538 Total stock-based compensation $ 4,754 $ 4,959 $ 8,659 $ 9,718 |
Weighted Average Assumptions Used To Calculate Fair Value | Six months ended June 30, 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 (544,323) 11.05 - 22.39 16.54 Balance, June 30, 2016 1,957,603 $ 12.55 - 22.39 $ 15.90 $ - |
Summary Of Options Outstanding And Options Exercisable | June 30, 2016 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 1,957,603 $ 15.90 4.7 $ - Options vested and exercisable 1,868,218 15.70 4.7 - |
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 (591,004) 14.10 Forfeited (74,219) 11.94 Balance, June 30, 2016 1,298,042 $ 12.77 |
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 2,420,442 8.26 Forfeited (53,596) 8.35 Balance, June 30, 2016 2,366,846 $ 8.26 |
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, June 30, 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, June 30, 2016 873,053 $ 9.21 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 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 Six months ended (in thousands) June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Interest expense $ 4,709 $ 4,623 $ 9,507 $ 9,305 Original issue discount 162 152 323 302 Deferred financing costs 443 408 881 766 The following amounts remain to be amortized as of: (in thousands) June 30, 2016 December 31, 2015 Original issue discount $ 1,465 $ 1,788 Deferred financing costs 4,047 4,928 |
Revolving Credit Facility [Member] | |
Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs | Three months ended Six months ended (in thousands) June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 Interest expense $ 73 $ 77 $ 140 $ 164 Deferred financing costs 85 85 169 169 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Preliminary Acquisition Date (In thousands) Estimated Fair Value Current assets $ 43 Receivables 8,256 Intangible assets 30,253 Total identifiable assets acquired 38,552 Current liabilities 4,607 Total liabilities assumed 4,607 Net assets acquired 33,945 Goodwill 66,464 Purchase price $ 100,409 |
Schedule of Estimated Weighted Average Amortization Periods For Intangible Assets | Weighted Average Amortization Period (Years) Trademarks and domain names 5.0 Customer relationships 8.0 Developed technology 2.0 Non-compete 3.0 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring [Abstract] | |
Schedule Of Restructuring Charges And Their Utilization | Six months ended June 30, 2016 (In thousands) Balance at January 1, 2016 $ 2,166 Restructuring charges (34) Utilized (1,464) Balance at June 30, 2016 $ 668 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations [Abstract] | |
Schedule Of Discontinued Operations, In The Consolidated Financial Statements | 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 Six months ended (In thousands) June 30, 2015 June 30, 2015 Revenue $ 43,902 $ 96,433 Costs and expenses: Cost of revenue 33,017 70,462 Other expenses 13,660 27,712 Operating expenses 46,677 98,174 Loss on discontinued operations (2,775) (1,741) Income tax benefit (983) (520) Net loss on discontinued operations $ (1,792) $ (1,221) The following tables present the major cash flow components of discontinued operations for the six months ended: Six months ended (In thousands) June 30, 2015 Depreciation $ 2,013 Amortization 10,437 Stock compensation expense 2,136 Capital expenditures 1,201 |
Organization And Basis Of Pre30
Organization And Basis Of Presentation (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)item | Dec. 31, 2015USD ($) | |
Number Of Local Markets | item | 600 | ||
Number of financial products | item | 300 | ||
Unamortized Deferred financing costs | $ 4,047,000 | $ 4,047,000 | $ 4,928,000 |
Intangible And Work In Process Assets And Furniture, Fixtures And Equipment [Member] | |||
Accelerated amortization and depreciation | 723,000 | ||
Senior Notes [Member] | |||
Debt Instrument Face Amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Goodwill And Intangible Asset31
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charge | $ 25,000,000 | |||
Percentage fair value exceeds carrying value | 17.90% | |||
Amortization expense | $ 8,700,000 | $ 8,700,000 | $ 17,100,000 | $ 17,300,000 |
Senior Care [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment charge | $ 0 |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | ||
Balance, January 1, 2016 | $ 567,544,000 | |
Additions due to acquisitions | 66,464,000 | |
Impairment charge | (25,000,000) | |
Balance, June 30, 2016 | $ 609,008,000 | 609,008,000 |
Banking [Member] | ||
Business Acquisition [Line Items] | ||
Balance, January 1, 2016 | 140,546,000 | |
Impairment charge | (25,000,000) | (25,000,000) |
Balance, June 30, 2016 | 115,546,000 | 115,546,000 |
Credit Card [Member] | ||
Business Acquisition [Line Items] | ||
Balance, January 1, 2016 | 383,878,000 | |
Additions due to acquisitions | 66,464,000 | |
Balance, June 30, 2016 | 450,342,000 | 450,342,000 |
Senior Care [Member] | ||
Business Acquisition [Line Items] | ||
Balance, January 1, 2016 | 24,518,000 | |
Impairment charge | 0 | |
Balance, June 30, 2016 | 24,518,000 | 24,518,000 |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Balance, January 1, 2016 | 18,602,000 | |
Balance, June 30, 2016 | $ 18,602,000 | $ 18,602,000 |
Goodwill And Intangible Asset33
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 403,926 | $ 374,393 |
Accumulated Amortization | (185,212) | (168,627) |
Total expected amortization expense for intangible assets | $ 218,714 | $ 205,766 |
Weighted Average Amortization Period Years | 12 years 10 months 24 days | 13 years 3 months 18 days |
Trademarks and Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 205,170 | $ 199,461 |
Accumulated Amortization | (76,440) | (69,002) |
Total expected amortization expense for intangible assets | $ 128,730 | $ 130,459 |
Weighted Average Amortization Period Years | 16 years 9 months 18 days | 17 years 1 month 6 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 158,065 | $ 135,831 |
Accumulated Amortization | (91,771) | (84,183) |
Total expected amortization expense for intangible assets | $ 66,294 | $ 51,648 |
Weighted Average Amortization Period Years | 9 years | 9 years 1 month 6 days |
Affiliate Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 12,670 | $ 12,670 |
Accumulated Amortization | (6,652) | (6,382) |
Total expected amortization expense for intangible assets | $ 6,018 | $ 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 | $ 26,573 | $ 26,431 |
Accumulated Amortization | (10,329) | (9,060) |
Total expected amortization expense for intangible assets | $ 16,244 | $ 17,371 |
Weighted Average Amortization Period Years | 7 years 8 months 12 days | 7 years 7 months 6 days |
Non-compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,448 | |
Accumulated Amortization | (20) | |
Total expected amortization expense for intangible assets | $ 1,428 | |
Weighted Average Amortization Period Years | 3 years |
Goodwill And Intangible Asset34
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets [Abstract] | ||
Remainder of 2016 | $ 18,986 | |
2,017 | 35,434 | |
2,018 | 31,802 | |
2,019 | 23,338 | |
2,020 | 16,838 | |
2,021 | 14,515 | |
Thereafter | 77,801 | |
Total expected amortization expense for intangible assets | $ 218,714 | $ 205,766 |
Earnings (Loss) Per Share (Sche
Earnings (Loss) Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings (Loss) Per Share [Abstract] | ||||
Net (loss) income from continuing operations | $ (41,309) | $ 2,112 | $ (40,588) | $ 6,491 |
Net income (loss) from discontinued operations | 353 | (1,792) | (86) | (1,221) |
Net (loss) income | $ (40,956) | $ 320 | $ (40,674) | $ 5,270 |
Weighted average common shares outstanding for basic earnings (loss) per share | 88,030,655 | 98,592,056 | 90,469,093 | 98,502,592 |
Additional dilutive shares related to share based awards | 565,559 | 553,190 | ||
Weighted average common shares outstanding for diluted earnings (loss) per share | 88,030,655 | 99,157,615 | 90,469,093 | 99,055,782 |
Basic net (loss) income per share: | ||||
Continuing operations | $ (0.47) | $ 0.02 | $ (0.45) | $ 0.07 |
Discontinued operations | (0.02) | (0.02) | ||
Basic net (loss) income per share | (0.47) | 0 | (0.45) | 0.05 |
Diluted net (loss) income per share: | ||||
Continuing operations | (0.47) | 0.02 | (0.45) | 0.07 |
Discontinued operations | (0.02) | (0.02) | ||
Diluted net (loss) income per share | $ (0.47) | $ 0 | $ (0.45) | $ 0.05 |
Earnings (Loss) Per Share (Sc36
Earnings (Loss) Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restricted Shares and Restricted Share Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,247,313 | 1,336,172 | 1,385,643 | 1,322,430 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 2,385,656 | 2,765,113 | 2,428,326 | 2,777,902 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016USD ($)shares | Jun. 30, 2016USD ($)shares | |
Class of Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 50,000,000 | $ 50,000,000 |
Treasury stock purchased | $ 54,437,000 | |
Share Repurchase Program [Member] | ||
Class of Stock [Line Items] | ||
Treasury stock purchased, Shares | shares | 2,700 | 5,600 |
Treasury stock purchased | $ 24,200,000 | $ 50,000,000 |
Treasury Stock [Member] | ||
Class of Stock [Line Items] | ||
Treasury stock purchased, Shares | shares | 5,998 | |
Treasury stock purchased | $ 54,437,000 |
Stockholders' Equity (Summary O
Stockholders' Equity (Summary Of Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 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 | $ 94 | $ 138 | $ (157) | $ 27 |
Treasury stock purchased | (54,437) | |||
Stock-based compensation | 8,294 | |||
Net loss | (40,956) | $ 320 | (40,674) | $ 5,270 |
Balance | $ 674,221 | $ 674,221 | ||
Balance, Shares | 103,241,990 | 103,241,990 | ||
Treasury Stock, Shares | (12,975,614) | (12,975,614) | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Balance | $ 1,039 | |||
Balance, Shares | 103,845,000 | |||
Restricted stock issued, net of cancellations, Shares | 74,000 | |||
Performance stock issued, net of cancellations | $ (5) | |||
Performance stock issued, net of cancellations, Shares | (529,000) | |||
Balance | $ 1,034 | $ 1,034 | ||
Balance, Shares | 103,242,000 | 103,242,000 | ||
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 | 8,294 | |||
Balance | $ 893,705 | 893,705 | ||
Accumulated Deficit [Member] | ||||
Class of Stock [Line Items] | ||||
Balance | (36,985) | |||
Net loss | (40,674) | |||
Balance | (77,659) | (77,659) | ||
Treasury Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Balance | $ (88,616) | |||
Treasury Stock, Shares | (7,051,000) | |||
Treasury stock purchased | $ (54,437) | |||
Treasury stock purchased, Shares | (5,998,000) | |||
Restricted stock issued, net of cancellations | $ 855 | |||
Restricted stock issued, net of cancellations, Shares | 74,000 | |||
Balance | $ (142,198) | $ (142,198) | ||
Treasury Stock, Shares | (12,975,000) | (12,975,000) | ||
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | ||||
Class of Stock [Line Items] | ||||
Balance | $ (504) | |||
Other comprehensive (loss) income, net of tax | (157) | |||
Balance | $ (661) | $ (661) |
Segments (Schedule Of Revenue B
Segments (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 98,302,000 | $ 89,334,000 | $ 191,780,000 | $ 178,560,000 |
Adjusted EBITDA | 22,616,000 | 31,268,000 | 45,925,000 | 63,346,000 |
Interest and other expenses, net | 4,974,000 | 6,414,000 | 9,822,000 | 11,683,000 |
Depreciation and amortization | 11,079,000 | 9,744,000 | 20,706,000 | 19,302,000 |
Changes in fair value of contingent acquisition consideration | 263,000 | 628,000 | 101,000 | 387,000 |
Stock-based compensation expense | 4,754,000 | 4,959,000 | 8,659,000 | 9,718,000 |
Legal settlements | 20,000,000 | 3,000 | 19,149,000 | 3,000 |
Acquisition, disposition and related expenses | 1,335,000 | 311,000 | 1,335,000 | 574,000 |
Restatement charges | 1,995,000 | 5,385,000 | 3,422,000 | 9,558,000 |
Impact of purchase accounting | 1,000 | 35,000 | ||
Restructuring charges | (34,000) | |||
China adjusted EBITDA loss | 598,000 | 64,000 | 770,000 | 292,000 |
Impariment charge | 25,000,000 | 25,000,000 | ||
Next Advisor contingent payments | 1,371,000 | 1,371,000 | ||
(Loss) income before income taxes | (48,753,000) | 3,759,000 | (44,376,000) | 11,794,000 |
Loss Contingency Accrual | $ 20,000,000 | $ 20,000,000 | ||
Percentage expected to be reimbursed from insurance proceeds | 70.00% | 70.00% | ||
Insurance Claim Received | $ 851,000 | |||
Goodwill, Impairment Loss | 25,000,000 | |||
Banking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 23,249,000 | 26,972,000 | 47,595,000 | 55,142,000 |
Adjusted EBITDA | 4,815,000 | 9,202,000 | 10,097,000 | 19,761,000 |
Goodwill, Impairment Loss | 25,000,000 | 25,000,000 | ||
Credit Cards [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 69,650,000 | 56,054,000 | 132,793,000 | 112,828,000 |
Adjusted EBITDA | 24,690,000 | 25,816,000 | 50,488,000 | 51,904,000 |
Senior Care [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,022,000 | 5,714,000 | 12,209,000 | 10,900,000 |
Adjusted EBITDA | 464,000 | (90,000) | 12,000 | (167,000) |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (619,000) | 594,000 | (817,000) | (310,000) |
Adjusted EBITDA | $ (7,353,000) | $ (3,660,000) | $ (14,672,000) | $ (8,152,000) |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Change in fair value of contingent consideration related to a passage of time | $ 101,000 |
Change in Accounting Method Accounted for as Change in Estimate [Member] | |
(Decrease) Increase in fair value of contingent consideration | (221,000) |
Passage Of Time [Member] | |
(Decrease) Increase in fair value of contingent consideration | $ 322,000 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 294,487 | $ 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 | $ 300,000 | $ 297,000 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 168 | $ 173 |
Total liabilities recurring fair value measurements | 37,595 | 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 | 168 | 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 | 37,595 | 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 | 168 | 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 | 168 | 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 | 37,595 | 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 | $ 37,595 | $ 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 | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value Measurement [Abstract] | |
Balance at beginning of period | $ 9,107 |
Additions to Level 3 | 37,000 |
Transfers into Level 3 | |
Transfers out of Level 3 | |
Change in fair value | (101) |
Payments | (8,613) |
Balance at end of period | $ 37,595 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 4,754,000 | $ 4,959,000 | $ 8,659,000 | $ 9,718,000 | |
Restructuring charges | (34,000) | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 215,000 | 1,300,000 | $ 440,000 | 2,300,000 | |
Stock options vested | 50,000 | ||||
Closing price of common stock | $ 7.48 | $ 7.48 | |||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 788,000 | $ 788,000 | |||
Unrecognized compensation cost, recognition period | 7 months 6 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | 72,886 | ||||
Shares outstanding | 1,298,042 | 1,298,042 | 1,890,379 | ||
Stock-based compensation expense, restricted stock | $ 2,300,000 | 3,800,000 | $ 5,200,000 | 7,200,000 | |
Average grant date fair value | $ 11.73 | ||||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 12,600,000 | $ 12,600,000 | |||
Unrecognized compensation cost, recognition period | 1 year 2 months 12 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | 2,420,442 | ||||
Shares outstanding | 2,366,846 | 2,366,846 | |||
Vesting period | 3 years | ||||
Stock-based compensation expense, restricted stock | $ 1,200,000 | $ 1,500,000 | |||
Average grant date fair value | $ 8.26 | ||||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 18,100,000 | $ 18,100,000 | |||
Unrecognized compensation cost, recognition period | 1 year 8 months 12 days | ||||
Performance Based Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares outstanding | 1,110,681 | 1,110,681 | 1,218,418 | ||
Stock-based compensation expense, restricted stock | $ 364,000 | $ 64,000 | $ 794,000 | $ 121,000 | |
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | 1,400,000 | $ 1,400,000 | |||
Unrecognized compensation cost, recognition period | 1 year 6 months | ||||
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 | $ 213,000 | $ 366,000 | |||
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 | 873,053 | |||
Vesting period | 2 years | ||||
Stock-based compensation expense, restricted stock | $ 616,000 | $ 758,000 | |||
Average grant date fair value | $ 9.21 | ||||
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 | $ 5,300,000 | $ 5,300,000 | |||
Unrecognized compensation cost, recognition period | 2 years 2 months 12 days | ||||
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 | 150.00% | ||||
2015 Equity Compensation Plan (the “2015 Plan”) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance | 6,200,000 | 6,200,000 |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,754 | $ 4,959 | $ 8,659 | $ 9,718 |
Cost Of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 481 | 499 | 909 | 978 |
Sales And Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 458 | 687 | 934 | 1,339 |
Product Development And Technology [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,122 | 963 | 1,866 | 1,863 |
General And Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,693 | $ 2,810 | $ 4,950 | $ 5,538 |
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) | 6 Months Ended |
Jun. 30, 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 | (591,004) |
Number of Shares, Forfeited | shares | (74,219) |
Number of Shares, Ending Balance | shares | 1,298,042 |
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 | 14.10 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 11.94 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 12.77 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Granted | shares | 2,420,442 |
Number of Shares, Forfeited | shares | (53,596) |
Number of Shares, Ending Balance | shares | 2,366,846 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 8.26 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.35 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.26 |
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) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Number of Options, Beginning Balance | shares | 2,501,926 |
Number of Options, Expired | shares | (544,323) |
Number of Options, Ending Balance | shares | 1,957,603 |
Exercise Price Per Share, Minimum Beginning Balance | $ 11.05 |
Exercise Price Per Share, Maximum Beginning Balance | 22.39 |
Exercise Price Per Share, Expired Minimum | 11.05 |
Exercise Price Per Share, Expired Maximum | 22.39 |
Exercise Price Per Share, Minimum Ending Balance | 12.55 |
Exercise Price Per Share, Maximum Ending Balance | 22.39 |
Weighted Average Exercise Price, Beginning Balance | 16.04 |
Weighted Average Exercise Price, Expired | 16.54 |
Weighted Average Exercise Price, Ending Balance | $ 15.90 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 86,326 |
Stock-Based Compensation (Sum49
Stock-Based Compensation (Summary Of Options Outstanding And Options Exercisable) (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Options vested and expected to vest, Number of Options | shares | 1,957,603 |
Options vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 15.90 |
Options vested and expected to vest, Weight Average Contractual Term (in years) | 4 years 8 months 12 days |
Options vested and exercisable, Number of Options | shares | 1,868,218 |
Options vested and exercisable, Weighted Average Exercise Price | $ / shares | $ 15.70 |
Options vested and exercisable, Weight Average Contractual Term (in years) | 4 years 8 months 12 days |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||||
Effective income tax rate | 8.50% | 45.00% | |||
Unrecognized tax benefits | $ 4,200,000 | $ 4,200,000 | $ 4,000,000 | ||
Tax due | 296,000 | 296,000 | |||
Interest and penalties recognized | $ 21,000 | $ 10,000 | 28,000 | $ 22,000 | |
Uncertain tax positions, reserve | $ 166,000 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
BanxCorp Litigation [Member] | |
Loss Contingencies [Line Items] | |
Compensatory damages, treble damages, and attorneys' fees and costs | $ 180 |
Securities Litigation [Member] | |
Loss Contingencies [Line Items] | |
Proposed settlement | $ 20 |
Approximate percentage of the settlement fund paid from insurance proceeds | 70.00% |
Debt (Senior Notes Narrative) (
Debt (Senior Notes Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 11, 2015 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||||||
Senior Secured Note, Carrying Amount | $ 294,487,000 | $ 294,487,000 | $ 293,284,000 | ||||
Interest expense excluding amortization | 4,709,000 | $ 4,623,000 | 9,507,000 | $ 9,305,000 | |||
Amortization of Original issue discounts | 162,000 | 152,000 | 323,000 | 302,000 | |||
Outstanding discounts | 1,465,000 | 1,465,000 | 1,788,000 | ||||
Amortization of deferred financing costs | 443,000 | $ 408,000 | 881,000 | $ 766,000 | |||
Long term debt, net of unamortized discount | 294,487,000 | 294,487,000 | 293,284,000 | ||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||
Interest rate | 6.125% | 6.125% | |||||
Consent payment | $ 374,000 | $ 354,000 | |||||
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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||||
Amortization of deferred financing costs | $ 443,000 | $ 408,000 | $ 881,000 | $ 766,000 | |
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility, amount | 70,000,000 | 70,000,000 | |||
Amortization of deferred financing costs | 85,000 | $ 85,000 | $ 169,000 | $ 169,000 | |
Revolving Credit Facility [Member] | Lenders [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 | 69,200,000 | $ 69,200,000 | |||
Amounts outstanding | 803,000 | 803,000 | |||
Unamortized deferred loan fees | $ 585,000 | $ 585,000 | $ 754,000 | ||
Revolving Credit Facility [Member] | Lenders [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.375% | ||||
Revolving Credit Facility [Member] | Lenders [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.50% | ||||
Revolving Credit Facility [Member] | Lenders [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Applicable margin rate | 3.00% | ||||
Revolving Credit Facility [Member] | Lenders [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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Interest expense | $ 4,709 | $ 4,623 | $ 9,507 | $ 9,305 | |
Amortization of Original issue discounts | 162 | 152 | 323 | 302 | |
Amortization of deferred financing costs | 443 | 408 | 881 | 766 | |
Unamortized Original issue discounts | 1,465 | 1,465 | $ 1,788 | ||
Unamortized Deferred financing costs | 4,047 | 4,047 | $ 4,928 | ||
Revolving Credit Facility [Member] | |||||
Interest expense | 73 | 77 | 140 | 164 | |
Amortization of deferred financing costs | $ 85 | $ 85 | $ 169 | $ 169 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 17, 2016 |
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | $ 263,000 | $ 628,000 | $ 101,000 | $ 387,000 | |||
Goodwill | $ 609,008,000 | 609,008,000 | $ 609,008,000 | $ 567,544,000 | |||
Next Advisor, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Effective Date of Acquisition | Jun. 17, 2016 | ||||||
Cash paid | $ 63,400,000 | ||||||
Escrow deposit | 11,900,000 | 11,900,000 | 11,900,000 | ||||
Escrow payments | 0 | ||||||
Contingent consideration liability | 37,000,000 | ||||||
Assumed net liability | $ 4,607,000 | ||||||
Assumed net liability | (33,945,000) | ||||||
Goodwill | 66,500,000 | 66,500,000 | 66,500,000 | 66,464,000 | |||
Intangible assets | 30,300,000 | 30,300,000 | 30,300,000 | $ 30,253,000 | |||
Contributed revenue from acquisitions | 1,500,000 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 43,000 | ||||||
Business Combination, Pro Forma Information, Adjusted EBITDA of Acquiree since Acquisition Date, Actual | 235,000 | ||||||
Quizzle, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2015 | ||||||
Aggregate purchase price | $ 40,300,000 | ||||||
Contingent consideration liability | 2,700,000 | ||||||
Business Combination Deferred Payments Fair Value | 6,900,000 | ||||||
Goodwill | 21,800,000 | ||||||
Intangible assets | $ 19,200,000 | ||||||
Weighted Average Useful Life | 10 years | ||||||
Developed Technologies [Member] | Next Advisor, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 150,000 | 150,000 | 150,000 | ||||
Developed Technologies [Member] | Quizzle, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 11,500,000 | ||||||
Customer Relationships [Member] | Next Advisor, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 22,400,000 | 22,400,000 | 22,400,000 | ||||
Customer Relationships [Member] | Quizzle, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 3,100,000 | ||||||
Trademarks and Domain Names [Member] | Next Advisor, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 6,200,000 | 6,200,000 | 6,200,000 | ||||
Trademarks and Domain Names [Member] | Quizzle, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 4,600,000 | ||||||
Non-compete [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Acquisitions (Schedule of Recog
Acquisitions (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 17, 2016 | Dec. 31, 2015 |
Goodwill | $ 609,008 | $ 567,544 | |
Next Advisor, Inc. [Member] | |||
Current assets, net of cash acquired | $ 43 | ||
Receivables | 8,256 | ||
Intangible assets | 30,300 | 30,253 | |
Total identifiable assets acquired | 38,552 | ||
Current liabilities | 4,607 | ||
Total liabilities assumed | 4,607 | ||
Net assets acquired | 33,945 | ||
Goodwill | $ 66,500 | 66,464 | |
Purchase price | $ 100,409 |
Acquisitions (Schedule of Estim
Acquisitions (Schedule of Estimated Weighted Average Amortization Periods For Intangible Assets) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 12 years 10 months 24 days | 13 years 3 months 18 days |
Trademarks and Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 16 years 9 months 18 days | 17 years 1 month 6 days |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 9 years | 9 years 1 month 6 days |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 7 years 8 months 12 days | 7 years 7 months 6 days |
Non-compete [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 3 years | |
Next Advisor, Inc. [Member] | Trademarks and Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 5 years | |
Next Advisor, Inc. [Member] | Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 8 years | |
Next Advisor, Inc. [Member] | Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 2 years | |
Next Advisor, Inc. [Member] | Non-compete [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 3 years |
Acquisitions (Schedule of Busin
Acquisitions (Schedule of Business Acquisition, Pro Forma Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Acquisitions [Abstract] | ||||
Total revenue | $ 98,302 | $ 89,334 | $ 191,780 | $ 178,560 |
Net Income Loss | $ (40,956) | $ 320 | $ (40,674) | $ 5,270 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2016USD ($)employee | |
Restructuring [Abstract] | |
Restructuring and Related Cost, Number of Positions Eliminated | employee | 15 |
Restructuring and Related Cost, Expected Cost Remaining | $ | $ 0 |
Restructuring (Schedule Of Rest
Restructuring (Schedule Of Restructuring Charges And Their Utilization) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restructuring [Abstract] | |
Beginning balance | $ 2,166 |
Restructuring charges | (34) |
Utilized | (1,464) |
Ending balance | $ 668 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net income (loss) from discontinued operations, net of income taxes | $ 353 | $ (1,792) | $ (86) | $ (1,221) |
Discontinued Operations (Schedu
Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Loss on disposal of discontinued operations, net of taxes | $ 353 | $ (1,792) | $ (86) | $ (1,221) |
Discontinued Operations [Member] | ||||
Revenue | 43,902 | 96,433 | ||
Cost of revenue | 33,017 | 70,462 | ||
Other expenses | 13,660 | 27,712 | ||
Operating expenses | 46,677 | 98,174 | ||
Loss on discontinued operations | (2,775) | (1,741) | ||
Income tax benefit | (983) | (520) | ||
Net loss on discontinued operations | $ (1,792) | $ (1,221) |
Discontinued Operations (Sche63
Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |||
Depreciation | $ 2,013 | ||
Amortization | 10,437 | ||
Goodwill impairment | $ 25,000 | $ 25,000 | |
Stock compensation expense | 2,136 | ||
Capital expenditures | $ 1,201 |