Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Bankrate, Inc. | |
Entity Central Index Key | 1,518,222 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 89,512,596 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 183,315 | $ 176,680 |
Accounts receivable, net of allowance for doubtful accounts of $417 and $190, respectively | 50,675 | 52,211 |
Prepaid expenses and other current assets | 45,153 | 42,041 |
Total current assets | 279,143 | 270,932 |
Furniture, fixtures and equipment, net of accumulated depreciation of $18,327 and $19,514, respectively | 17,719 | 15,440 |
Intangible assets, net of accumulated amortization of $211,566 and $202,331, respectively | 182,926 | 192,119 |
Goodwill | 599,805 | 599,805 |
Other assets | 4,794 | 5,564 |
Total assets | 1,084,387 | 1,083,860 |
Liabilities | ||
Accounts payable | 14,277 | 11,191 |
Accrued expenses | 20,492 | 27,887 |
Deferred revenue and customer deposits | 938 | 1,369 |
Accrued interest payable | 2,294 | 6,887 |
Other current liabilities | 50,579 | 6,511 |
Total current liabilities | 88,580 | 53,845 |
Deferred income taxes | 5,181 | 5,118 |
Long term debt, net of unamortized discount | 296,355 | 295,721 |
Other liabilities | 8,836 | 39,798 |
Total liabilities | 398,952 | 394,482 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, par value $.01 per share - 50,000,000 authorized, none issued | ||
Common stock, par value $.01 per share - 300,000,000 shares authorized;102,241,290 and 103,132,289 shares issued, respectively; 89,352,541 and 90,072,482 shares outstanding, respectively | 1,023 | 1,032 |
Additional paid-in capital | 902,920 | 903,177 |
Accumulated deficit | (76,727) | (71,119) |
Less: Treasury stock, at cost - 12,888,749 and 13,059,807 shares, respectively | (141,115) | (142,983) |
Accumulated other comprehensive loss | (666) | (729) |
Total stockholders' equity | 685,435 | 689,378 |
Total liabilities and stockholders' equity | $ 1,084,387 | $ 1,083,860 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 417 | $ 190 |
Accumulated depreciation | 18,327 | 19,514 |
Accumulated amortization | $ 211,566 | $ 202,331 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 102,241,290 | 103,132,289 |
Common stock, shares outstanding | 89,352,541 | 90,072,482 |
Treasury stock, shares | 12,888,749 | 13,059,807 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | ||
Revenue | $ 118,659 | $ 93,478 |
Costs and expenses: | ||
Cost of revenue | 63,194 | 47,310 |
Sales and marketing | 5,226 | 4,895 |
Product development and technology | 8,579 | 6,579 |
General and administrative | 21,839 | 16,889 |
Legal settlements | (851) | |
Restructuring charge | (34) | |
Changes in fair value of contingent acquisition consideration | 12,847 | (162) |
Depreciation and amortization | 10,542 | 9,627 |
Total costs and expenses | 122,227 | 84,253 |
(Loss) income from operations | (3,568) | 9,225 |
Interest expense | 5,462 | 5,479 |
Interest income and other, net | (509) | (632) |
(Loss) income before income taxes | (8,521) | 4,378 |
Income tax (benefit) expense | (3,274) | 3,656 |
Net (loss) income from continuing operations | (5,247) | 722 |
Net loss from discontinued operation, net of income taxes | (439) | |
Net (loss) income | $ (5,247) | $ 283 |
Basic net (loss) income per share: | ||
Continuing operations | $ (0.06) | $ 0.01 |
Discontinued operations | (0.01) | |
Basic net (loss) income per share: | (0.06) | 0 |
Diluted net (loss) income per share: | ||
Continuing operations | (0.06) | 0.01 |
Discontinued operations | (0.01) | |
Diluted net (loss) income per share | $ (0.06) | $ 0 |
Weighted average common shares outstanding: | ||
Basic | 88,260,929 | 92,899,932 |
Diluted | 88,260,929 | 93,440,754 |
Other comprehensive income (loss), net of tax | $ 63 | $ (63) |
Comprehensive (loss) income | $ (5,184) | $ 220 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net (loss) income | $ (5,247) | $ 283 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,542 | 9,627 |
Provision for doubtful accounts receivable | 351 | 39 |
Deferred income taxes | 271 | (602) |
Amortization of deferred financing charges and original issue discount | 719 | 682 |
Stock-based compensation | 6,358 | 3,904 |
Loss on disposal of assets | 70 | |
Changes in fair value of contingent acquisition consideration | 12,847 | (162) |
Change in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable | 1,186 | 1,137 |
Prepaid expenses and other assets | (2,528) | 2,544 |
Accounts payable | 3,088 | (8,765) |
Accrued expenses | (7,395) | 2,817 |
Other liabilities | (1,561) | (8,050) |
Deferred revenue and customer deposits | (431) | (1) |
Net cash provided by operating activities - continuing operations | 18,270 | 3,453 |
Cash flows from investing activities | ||
Purchases of furniture, fixtures and equipment and capitalized software and website development costs | (3,578) | (1,231) |
Net cash provided by (used in) investing activities - continuing operations | (3,578) | (1,231) |
Cash flows from financing activities | ||
Cash paid for contingent acquisition consideration | (3,309) | (5,181) |
Purchase of Company stock | (4,790) | (29,612) |
Net cash (used in) provided by financing activities - continuing operations | (8,099) | (34,793) |
Effect of exchange rate on cash and cash equivalents | 42 | (42) |
Net increase (decrease) in cash | 6,635 | (32,613) |
Cash - beginning of period | 176,680 | 237,204 |
Cash - end of period | 183,315 | 204,591 |
Cash of continuing operations - end of period | 183,315 | |
Supplemental disclosure of other cash flow activities | ||
Cash paid for interest | 9,366 | 9,254 |
Cash (refunded) paid for taxes, net | (1,331) | 71 |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued additions to furniture, fixtures and equipment and capitalized software and website development costs | 30 | |
Vested share-based awards | $ 10,984 | $ 7,201 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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, CreditCards.com , Bankrate.com , and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial and senior care products and services, including credit cards, mortgages, deposits, 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: · 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, products and services to estimate credit scores and card benefits. · 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. · 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 unallocated corporate overhead, the elimination of transactions between segments and the wind down of our China operations. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bankrate, Inc., and its subsidiaries . I ntercompany accounts and transactions are eliminated in consolidation . The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, for any future interim period or for any 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 2016 Annual Report on Form 10-K (“2016 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 22, 2017 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in our 2016 Annual Report. Reclassifications Certain amounts presented for the three months ended March 31, 2016 reflect reclassifications made to conform to the presentation in our 2016 Annual Report and our current presentation as follows: In 2016 we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” on a retrospective basis. In doing so, the presentation and classification of certain transactions involving cash paid for contingent acquisition consideration on our statement of cash flows for the three months ended March 31, 2016 have been retrospectively adjusted to conform to our current presentation and classification. As disclosed in our 2016 Annual Report, in the third quarter 2016 management revised the strategy of its Quizzle reporting unit to focus its technology resources primarily on enhancing the user experience of the products and services provided by the Banking segment through greater personalization, and realigned its management reporting structure by integrating the Quizzle operations into the Banking segment , as it was previously reported in Other . All segment results reported for the three months ended March 31, 2016 have been revised to reflect such change. As disclosed in our 2016 Annual Report, our operations in China were previously presented as a discontinued operation as we were marketing them for sale. During the second quarter 2016 we could not come to terms with the potential buyers 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 requirements and regulations, is not expected to be completed until 2018. The results reported for the three months ended March 31, 201 6 have been revised to be included in continuing operations to reflect such change. New Accounting Pronouncements Recently Adopted Pronouncements 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. We adopted this guidance and it may have an impact on future disclosures to our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in the 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. We adopted this guidance on January 1, 2017, as required, on a modified retrospective basis , adjusted forfeiture rates in related calculations and recorded a cumulative-effect adjustment to retained earnings (See Note 4 – Stockholders’ Equity). In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The primary amendment of the guidance update to simplify the subsequent measurement of goodwill eliminated Step 2 from the goodwill impairment test. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. 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 goodwill impairment tests performed on testing dates after January 1, 2017. We elected to early adopt this standard on January 1, 2017 and it did not have an impact on our condensed consolidated financial statements and related disclosures. Recently Issued Pronouncements, Not Adopted as of March 31, 2017 The FASB issued several updates on Topic 606 “Revenue from Contracts with Customers”, including: · ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” · ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” · ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” · 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.” · ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” · ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The standards provide 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. The 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 plan to adopt this guidance effective January 1, 2018, as required. We understand that the adoption of these updates have the potential to materially impact our revenue recognition process and related expenses. We have engaged a third-party to assist in our analysis and review of our contracts regarding this guidance and we are in the process of completing the analysis of the standards’ impact on our Credit Cards segment, our largest revenue producing segment. While we have not completed our analysis of the impact of the provisions of these standards on the Credit Cards segment, at this time we have not identified any provisions that we would expect to have a significant impact on how we recognize revenue and related expenses for our Credit Cards segment. When the assessment of the Credit Cards segment is complete, we will analyze our remaining segments. We expect to complete our assessments prior to adoption of the guidance. 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 do not anticipate that this update will have a significant impact 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. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted for all entities in the first interim period if an entity issues interim financial statements. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” to provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows, thereby reducing the diversity in presentation. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This update may have an effect on our future classification of certain transactions on our consolidated statements of cash flows and related disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 2 – GOODWILL AND INTANGIBLE ASSETS Goodwill activity for the three months ended March 31, 2017 is shown below: (In thousands) Credit Cards Banking Senior Care Total Company Balance, January 1, 2017 $ 451,771 $ 127,516 $ 20,518 $ 599,805 Additions due to acquisitions - - - - Balance, March 31, 2017 $ 451,771 $ 127,516 $ 20,518 $ 599,805 Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies. Intangible assets are being amortized over their estimated useful lives on a straight-line bas i s. Intangible assets subject to amortization were as follows as of March 31, 2017 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 204,555 $ (88,509) $ 116,046 16.5 Customer relationships 157,668 (105,109) 52,559 9.0 Affiliate relationships 12,670 (7,057) 5,613 10.3 Developed technologies 18,168 (10,513) 7,655 6.3 Non-compete 1,431 (378) 1,053 3.0 $ 394,492 $ (211,566) $ 182,926 12.8 Intangible assets subject to amortization were as follows as of December 31, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 204,534 $ (84,494) $ 120,040 16.5 Customer relationships 157,648 (100,611) 57,037 9.0 Affiliate relationships 12,670 (6,922) 5,748 10.3 Developed technologies 18,167 (10,046) 8,121 6.2 Non-compete 1,431 (258) 1,173 3.0 $ 394,450 $ (202,331) $ 192,119 12.8 Amortization expense for three months ended March 31, 2017 was $ 9.2 million, and amortization expense for the three months ended March 31, 2016 was $8.4 million . Future amortization expense for intangible assets placed into service on or before March 31, 2017 is expected to be: Amortization (In thousands) Expense Remainder of 2017 $ 25,357 2018 30,962 2019 22,363 2020 15,889 2021 13,433 2022 11,237 Thereafter 63,685 Total expected amortization expense for intangible assets $ 182,926 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, March 31, (In thousands, except share and per share data) 2017 2016 Net (loss) income from continuing operations $ (5,247) $ 722 Net loss from discontinued operation, net of income taxes - (439) Net (loss) income $ (5,247) $ 283 Weighted average common shares outstanding for basic earnings (loss) per share 88,260,929 92,899,932 Additional dilutive shares related to share based awards - 540,822 Weighted average common shares outstanding for diluted earnings (loss) per share 88,260,929 93,440,754 Basic net (loss) income per share: Continuing operations $ (0.06) $ 0.01 Discontinued operation - (0.01) Basic net (loss) income per share: $ (0.06) $ 0.00 Diluted net (loss) income per share: Continuing operations $ (0.06) $ 0.01 Discontinued operation - (0.01) Diluted net (loss) income per share $ (0.06) $ 0.00 As we incurred a loss from continuing operations for the three months ended March 3 1 , 201 7 , 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 March 31, March 31, 2017 2016 Restricted shares and restricted stock units 1,674,498 983,149 Performance shares and performance stock units 121,268 - Stock options 954,940 2,470,995 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY The activity in stockholders’ equity for the three months ended March 31, 2017 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 January 1, 2017 103,132 $ 1,032 $ 903,177 $ (71,119) (13,059) $ (142,983) $ (729) $ 689,378 Cumulative-effect adjustment of adoption of ASU 2016-09 - - 571 (361) - - - 210 Other comprehensive income, net of taxes - - - - - - 63 63 Treasury stock purchased - - - - (450) (4,790) - (4,790) Restricted stock issued, net of cancellations (6) - (6,658) - 621 6,658 - - Performance stock issued, net of cancellations (885) (9) 9 - - - - - Stock-based compensation - - 5,821 - - - - 5,821 Net loss - - - (5,247) - - - (5,247) Balance at March 31, 2017 102,241 $ 1,023 $ 902,920 $ (76,727) (12,888) $ (141,115) $ (666) $ 685,435 On January 1, 2017, we recorded a $361,000, net of tax, cumulative-effect adjustment related to the adoption of ASU 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” During the three months e nded March 31, 2017 , we increased our treasury stock by 450 ,000 shares ($ 4.8 million) for shares withheld from the vesting of stock-based compensation awards paid for employee tax withholding. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
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 charges; NextAdvisor contingent deferred compensation for the acquisition; costs related to the amendment and restatement of our consolidated financial statements and other financial information, which was set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 (the “Restatement”) and related internal review, the SEC and DOJ investigations and related litigation and indemnification obligations ; purchase accounting adjustments; and 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 March 31, 2017 2016 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Credit Cards (A) $ 85,524 $ 29,021 $ 63,142 $ 25,799 Banking (B) 29,837 8,944 25,339 5,267 Senior Care 5,829 (1,184) 6,187 (453) Other (2,531) (6,364) (1,190) (7,304) Total Company $ 118,659 30,417 $ 93,478 23,309 Less: Interest expense 5,462 5,479 Interest income and other, net (509) (632) Depreciation and amortization 10,542 9,627 Changes in fair value of contingent acquisition consideration 12,847 (162) Stock-based compensation expense 6,358 3,904 Legal settlements - (851) Restructuring charge - (34) Restatement-related expenses (C) 1,222 1,427 NextAdvisor contingent deferred compensation (D) 2,976 - China operations (E) 40 173 (Loss) income before income taxes $ (8,521) $ 4,378 __________ (A) Results for the three months ended March 31, 2017 include NextAdvisor, acquired during the second quarter 2016. (B) During the third quarter 2016, management realigned its management reporting structure by integrating the Quizzle operations into the Banking segment. All segment results reported for 2016 have been revised to reflect such change. (C) Restatement-related expenses include expenses related to the Restatement and related internal review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents contingent deferred compensation expense related to the NextAdvisor acquisition. (E) Represents the loss from the operations in China, and includes legal and other costs incurred to wind down those operations. The results of China were previously presented as a discontinued operation 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 to wind down the operations. Segment revenues during the three months ended March 3 1 , 201 7 included $2.5 million of inter segment revenue and the three months ended March 3 1 , 201 6 included $1.4 million of inter segment r evenue. Intersegment revenue is eliminated in Other. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | NOTE 6 – FAIR VALUE MEASUREMENT Fair value, in accordance with ASC 820, Fair Value Measurement, is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques include the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques may be based upon observable and unobservable inputs. The three levels of inputs used to measure fair value pursuant to the guidance are as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accrued interest, the assets held in the Rabbi Trust and our Senior Notes (see Note 10 – Debt) . 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 use Level 2 market informat ion . These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. The following table presents estimated fair value, and related carrying amounts: March 31, 2017 December 31, 2016 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt $ 296,355 $ 302,625 $ 295,721 $ 302,250 W e make recurring fair value measurement of contingent acquisition consideration and contingent acquisition deferred compensation liabilit ies using Level 3 unobservable inputs. We recognize the fair value based on its estimated fair value at the beginning period date using discounted cash flows, Monte Carlo simulations or probability weighted-expected return model. 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 performance target. In determining the fair value, we review current results along with projected results for the remaining earnout period to calculate the expected contingent acquisition consideration and contingent acquisition deferred compensation to be paid using the agreed upon formula as laid out in the acquisition agreement. The fair value of the se liabilit ies will be adjusted based on the change in fair value resulting from the passage of time at the applicable discount rate, or changes in the forecasted results as we approach the payment dates absent any significant changes in assumptions related to the valuation or the probability of payment. The following tables present the fair value measurements of the assets of the non-qualified deferred compensation plan , contingent acquisition deferred compensation and the contingent acquisition consideration using the fair value hierarchy: Fair Value Measurement at March 31, 2017 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 $ 188 $ - $ - $ 188 Total asset recurring fair value measurements $ 188 $ - $ - $ 188 Liabilities: Contingent acquisition deferred compensation $ - $ - $ 1,862 $ 1,862 Contingent acquisition consideration - - 43,558 43,558 Total liabilities recurring fair value measurements $ - $ - $ 45,420 $ 45,420 Fair Value Measurement at December 31, 2016 Using (In thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring fair value measurement: Investments of the non-qualified deferred compensation plan $ 178 $ - $ - $ 178 Total asset recurring fair value measurements $ 178 $ - $ - $ 178 Liabilities: Contingent acquisition deferred compensation $ - $ - $ 869 $ 869 Contingent acquisition consideration - - 30,711 30,711 Total liabilities recurring fair value measurements $ - $ - $ 31,580 $ 31,580 The following table sets forth a reconciliation of changes in the fair value of our contingent acquisition consideration Level 3 financial liabilities: Three months ended March 31, (In thousands) 2017 Balance, January 1, $ 30,711 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 12,847 Payments - Balance, March 31, $ 43,558 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 18% based on our weighted average cost of capital and projected results of the acquired businesses. In addition, we consider the cost of debt to be a significant input in the valuation of the fair value of the contingent bonus and continent acquisition consideration. We used 5.25% percent as our cost of debt in the se valuation s as of March 31, 2017. The fair value calculated as of March 31, 2017 is subject to sensitivity as it relates to the projected results of the acquired businesses, which are uncertain in nature. Each calculation is based on a separate formula and results that differ from our projections could impact the fair value significantly. During the three months ended March 31, 2017 , we recorded an expense of $12.8 million for the change in fair value of contingent acquisition consideration , which consists of an increase of $ 12.4 million due to a change in estimate for revised forecasted results and probability of achievement, and an increase of $454,000 related to the passage of time . As of March 31, 2017 , the possible contingent acquisition consideration payouts from our acquisition ranges from zero to $134.1 million, depending on the achievement of certain Adjusted EBITDA targets by the acquired operations. This liability is recorded on the condensed consolidated balance sheet in other current liabilities at March 31, 2017 and in other liabilities at December 31, 2016. The following table sets forth a reconciliation of changes in the fair value of our contingent acquisition deferred compensation Level 3 financial liabilities: Three months ended March 31, (In thousands) 2017 Balance, January 1, $ 869 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 993 Payments - Balance, March 31, $ 1,862 The fair value of the contingent acquisition deferred compensation is based on the achievement of certain Adjusted EBITDA targets, and is tied to the participant ’ s employment. During the three months ended March 31, 2017 , we recorded an expense of $993,000 for the change in fair value of contingent acquisition deferred compensation , which consists of increase s of $5 59 ,000 related to a change in estimate for revised forecasts and probability of achievement, and $4 34 ,000 related to the passage of time. As of March 31, 2017 , the possible contingent acquisition deferred compensation payout ranges from zero to $11.7 million, depending on the achievement of certain Adjusted EBITDA targets. This liability is recorded on the condensed consolidated balance sheet in other current liabilities at March 31, 2017 and in other liabilities at December 31, 2016. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 7 – STOCK-BASED COMPENSATION The Company’s stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of awards of non-qualified stock options, restricted stock and performance-based restricted shares or units. Stock unit awards entitle the holder to receive shares of common stock of the Company upon vesting on a one-to-one basis. The Company typically settles stock based awards with treasury shares. As of March 31, 2017 , approximately 5.2 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 (loss) are as follows: Three months ended March 31, March 31, (In thousands) 2017 2016 Cost of revenue $ 579 $ 428 Sales and marketing 325 476 Product development and technology 1,201 744 General and administrative 4,253 2,256 Total stock-based compensation $ 6,358 $ 3,904 Stock -based compensation expense for the three months ended March 31, 2017 and 2016 includes $537,000 and $153,000 , respectively, of expense related to performance - based restricted share grants that are classified as a liability until the number of shares is determinable and granted . This amount is included in the performance - based restricted share expense discussed below. These grants vest 50% on their determination dates and 50% on the first anniversary of their determination dates . Stock-based compensation expense, by award type, recognized in our condensed consolidated statements of comprehensive income (loss) is as follows: Three months ended March 31, March 31, (In thousands) 2017 2016 Restricted shares $ 1,925 $ 2,846 Restricted stock units 2,137 261 Performance-based restricted shares 614 430 Performance-based restricted stock units 1,524 142 Stock Options 158 225 Total stock-based compensation $ 6,358 $ 3,904 Restricted Stock The following table summarizes restricted stock award activity for the three months ended March 31, 2017 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2017 1,038,284 $ 12.86 Granted 32,609 11.50 Vested and released (323,772) 14.02 Forfeited (6,131) 14.04 Balance, March 31, 2017 740,990 $ 12.28 The total fair value of restricted stock awards that vested during the three months ended March 31, 2017 was $4.5 million . As of March 31, 2017 , there was unrecognized compensation cost related to non-vested restricted stock awards of $6.1 million, which is estimated to be recognized over a weighted average period of 0.9 years. Restricted Stock Units During the three months ended March 31, 2017 , 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, 2017 2,398,049 $ 8.27 Granted 1,887,336 10.03 Vested and released (588,014) 8.33 Forfeited (37,456) 9.11 Balance, March 31, 2017 3,659,915 $ 9.16 The total fair value of restricted stock units that vested during the three months ended March 31, 2017 was $4.9 million. As of March 31, 2017 , there was unrecognized compensation cost related to non-vested restricted stock units of $31.1 million, which is expected to be recognized over an estimated weighted average period of 1.6 years. Performance -b ased Restricted Shares Performance - based restricted shares activity was as follows for the three months ended March 31, 2017 : Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2017 1,025,670 $ 12.52 Granted - - Vested/Earned (100,659) 15.36 Forfeited (884,868) 12.77 Balance, March 31, 2017 40,143 $ 11.21 The total fair value of performance-based restricted shares that vested during the three months ended March 31, 2017 was $1.5 m illion. As of March 31, 2017 , there was unrecognized compensation expense related to non-vested performance stock awards , including grants classified as liability awards where the number of shares are not yet determinable, of $1.8 million, which is expected to be recognized over an estimated weighted average period of 1.5 years. Performance- b ased Restricted Stock Units During 2017, 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 with 50% vesting on the determination date , which will be the date on which the audit of the Company’s financial statements for its fiscal year 201 8 is completed , 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. In 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% . The grant date fair value of the 2016 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 2016 performance-based restricted stock unit award s are outlined below: Three months ended March 31, 2017 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 three months ended March 31, 2017 : Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2017 833,933 $ 9.21 Granted 737,898 10.00 Forfeited - - Balance, March 31, 2017 1,571,831 $ 9.58 As of March 31, 2017 , there was unrecognized compensation expense related to non-vested performance-based restricted stock units of $12.2 million, which is expected to be recognized over a n estimated weighted average period of 2.2 years. Stock Options Stock option activity was as follows for the three months ended March 31, 2017 : Number of Exercise Price Weighted Average Aggregate Options Per Share Exercise Price Intrinsic Value Balance, January 1, 2017 954,940 12.55 - 22.39 16.81 - Granted - - - Forfeited - - - Expired - - - Balance, March 31, 2017 954,940 $ 12.55 - 22.39 $ 16.81 $ - Approximately 18,000 stock options vested during the three months ended March 31, 2017 . The following table summarizes our options outstanding and options currently exercisable : As of March 31, 2017 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 954,940 $ 16.81 3.7 $ - Options exercisable 920,346 16.67 3.7 - 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 ( $9.65 at March 31, 2017 ) and the exercise price of the stock options multiplied by the number of shares underlying options with an exercise prices less than the closing price on the last trading day of the reporting period. As of March 31, 2017 , approximately $300,000 of total unrecognized compensation costs related to non-vested stock option awards is expected to be recognized over an estimated weighted average period of 0.2 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES We calculate our income tax provision for interim periods based on two components: (i) the estimate of the annual effective tax rate and (ii) the existence of any interim period (i.e., discrete) events. The difference between income tax expense computed at the statutory rate and the reported income tax expense during the three months ended March 31, 2017 and 2016 is primarily due to a discrete tax charge related to share-based awards and the effect of U.S. state income taxes . Our effective tax rate on continuing operations was a benefit of 38.4% during the three months ended March 31, 2017 , compared to an expense of 83.5% during the three months ended March 31, 2016 . The chang e in our effective tax rate during the three months ended March 31, 2017 is primarily attributed to a higher discrete tax charge related to share-based awards in 2016. We have approximately $5.7 million and $5.6 million of unrecognized tax benefits at March 31, 2017 and December 31, 2016 , including accrued interest and penalties . 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 2 . We accrued approximately $25,000 and $7,000 during the three months ended March 31, 2017 and 2016 , respectively, for the payment of interest and penalties which is recorded as income tax expense. During the three months ended March 31, 2017 , we recorded an additional reserve for uncertain tax positions in the amount of $81,000 . |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold. 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. Under the settlement, Bankrate agreed to 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 settlement further provided that Bankrate denies all claims of wrongdoing or liability. The court granted final approval of the settlement on February 6, 2017. The Company accrued the settlement amount as of June 30, 2016 and funded approximately $6.1 million to the settlement fund. Approximately $13.8 million of the settlement fund has been funded from insurance proceeds. 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. In late 2015, 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. In early 2016, the Company submitted a response that it believes addressed 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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt | NOTE 10 – DEBT Senior Notes The Company’s $300.0 million 6.125% senior unsecured notes due 2018 (the “Senior 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”). 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 (loss). Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes were as follows: Three months ended (in thousands) March 31, 2017 March 31, 2016 Interest expense $ 4,594 $ 4,594 Original issue discount 170 160 Deferred financing costs 464 437 The following amounts remain to be amortized: (in thousands) March 31, 2017 December 31, 2016 Original issue discount $ 962 $ 1,133 Deferred financing costs 2,683 3,147 Revolving Credit Facility The Company has a $70.0 million r evolving c redit facility (“Revolving Credit Facility”), which matures on May 17, 2018 . The proceeds can be used for ongoing working capital requirements and other general corporate purposes, including the financing of capital expenditures and acquisitions. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (i) an alternate base rate (as defined in the Revolving Credit Facility) or (ii) an adjusted LIBO rate (as defined in the Revolving Credit Facility), each calculated in a customary manner, plus applicable margin. The applicable margin is 3.00% per annum with respect to alternate base rate loans and 2.00% per annum with respect to adjusted LIBO rate loans. In addition to paying interest on the outstanding principal amount of borrowings under the Revolving Credit Facility, we must pay a commitment fee to the Lenders in respect of their average daily unused amount of revolving commitments at a rate that ranges from 0.375% to 0.50% per annum depending on our consolidated total leverage ratio. We may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans). The Credit Agreement contains customary affirmative and negative covenants and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00 :1.00 as of the last day of any fiscal quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. We were in compliance with all required covenants as of March 31, 2017 . All obligations under the Credit Agreement are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens on the assets of the Company and the Guarantors. As of March 31, 2017 $69.4 million was available for borrowing under the Revolving Credit Facility and there were approximately $593,000 in letters of credit issued against the facility. We amortize deferred financing costs related to the Revolving Credit Facility , which is included within interest and other expenses , net on the accompanying condensed consolidated statement s of comprehensive income (loss). Interest expense and amortization of deferred financing costs related to the Revolving Credit Facility were as follows: Three months ended (in thousands) March 31, 2017 March 31, 2016 Interest expense $ 90 $ 67 Deferred financing costs 85 85 Deferred financing costs remain ing to be amortized: (in thousands) March 31, 2017 December 31, 2016 Deferred financing costs $ 366 $ 450 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 11 – ACQUISITION 2016 Acquisition I n June 2016 , we completed the acquisition of certain assets of Next Advisor, Inc. ( the “Acquired NextAdvisor 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 NextAdvisor 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 $37.3 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. An additional $1.3 million was paid to the seller subsequent to the closing date, related to net working capital adjustments. The deferred payment is recorded in other assets and is being amortized into compensation expense over the period earned . As of March 31, 2017 , approximately $4.0 million has been paid from escrow to the seller . The transaction called for cash consideration as well as contingent payments based on levels of Adjusted EBITDA achieve d . We have estimated contingent payments , which are classified as purchase consideration if made or due to the seller and as compensation if made to current employees. As part of the purchase price, the Company recorded a $37 .3 million liability on the date of acquisition 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. Subsequent changes to the fair value of the contingent acquisition consideration are recorded as changes in fair value of contingent acquisition consideration , see Note 6 – Fair Value Measurement. We recorded approximately $67.9 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 NextAdvisor 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 and 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. 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. 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 $30.0 million was recorded as intangible assets consisting of customer relationships for $22.2 million, trademarks and i nternet domain name for $6.2 million, non-compete covenant for $1.4 million and developed technology for $150,000 . The current assets and receivables acquired and the current liabilities assumed were recorded at cost which approximated fair value. The following table presents the March 31, 2017 , preliminary estimated fair value of assets acquired and liabilities assumed at the acquisition date: Acquisition Date (In thousands) Estimated Fair Value Prepaid expenses and other current assets $ 43 Receivables 8,409 Intangible assets 30,018 Total identifiable assets acquired 38,470 Current liabilities 4,342 Total liabilities assumed 4,342 Net assets acquired 34,128 Goodwill 67,893 Purchase price $ 102,021 Included in the amounts disclosed and the table above are adjustments recorded subsequent to the acquisition for approximately $1.5 million, primarily for post-closing working capital adjustments and changes in the valuation of acquired assets. 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 covenant 3.0 The amounts of revenue and net income generated by the Acquired NextAdvisor Business included in our Condensed Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2017 are approximately $22.5 million and $6.0 million, respectively . These amounts include both results from existing NextAdvisor operations and revenue and net income on C redit C ard s .com which resulted from content marketing managed by NextAdvisor. We record income tax expense at the consolidated level and do not allocate to the businesses. Unaudited pro forma revenue , net income , weighted average shares and net loss of the Company, assuming the Acquired NextAdvisor Business occurred January 1, 2016, for the three months ended March 31, 2016 : March 31, (In thousands, except share and per share data) 2016 Total revenue $ 107,977 Net loss $ (74) Weighted average shares: Basic 93,250,088 Diluted 93,790,910 Earnings (loss) per share: Basic $ - Diluted $ - |
Discontinued Operation
Discontinued Operation | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operation [Abstract] | |
Discontinued Operation | NOTE 1 2 – DISCONTINUED OPERATION During the three months ended March 31, 2016 , we incurred a net loss of $439,000 in discontinued operations related to the December 2015 disposal of our former Insurance business. This activity primarily relates to legal and other post-closing expenses, partially offset by reimbursements from s everal states for previous sales tax remittances. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | N O TE 1 3 – SUBSEQUENT EVENTS In April 2017 the Company approved a restructuring initiative to exit our print business and drive increased efficiencies by better aligning resources with its strategic objectives. The initiative will reduce headcount and consolidate functions and locations. The Company expects to incur restructuring costs of approximately $ 2 . 1 million as part of this process, for termination c osts, including severance and retention expenses, facility closure costs and the acceleration of depreciation of certain assets. The Company expects to complete th is initiative by December 31, 2017. |
Organization And Basis Of Pre19
Organization And Basis Of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, CreditCards.com , Bankrate.com , and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial and senior care products and services, including credit cards, mortgages, deposits, 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: · 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, products and services to estimate credit scores and card benefits. · 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. · 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 unallocated corporate overhead, the elimination of transactions between segments and the wind down of our China operations. |
Basis Of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Bankrate, Inc., and its subsidiaries . I ntercompany accounts and transactions are eliminated in consolidation . The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, for any future interim period or for any 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 2016 Annual Report on Form 10-K (“2016 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 22, 2017 . Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in our 2016 Annual Report. |
Reclassification | Reclassifications Certain amounts presented for the three months ended March 31, 2016 reflect reclassifications made to conform to the presentation in our 2016 Annual Report and our current presentation as follows: In 2016 we adopted ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” on a retrospective basis. In doing so, the presentation and classification of certain transactions involving cash paid for contingent acquisition consideration on our statement of cash flows for the three months ended March 31, 2016 have been retrospectively adjusted to conform to our current presentation and classification. As disclosed in our 2016 Annual Report, in the third quarter 2016 management revised the strategy of its Quizzle reporting unit to focus its technology resources primarily on enhancing the user experience of the products and services provided by the Banking segment through greater personalization, and realigned its management reporting structure by integrating the Quizzle operations into the Banking segment , as it was previously reported in Other . All segment results reported for the three months ended March 31, 2016 have been revised to reflect such change. As disclosed in our 2016 Annual Report, our operations in China were previously presented as a discontinued operation as we were marketing them for sale. During the second quarter 2016 we could not come to terms with the potential buyers 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 requirements and regulations, is not expected to be completed until 2018. The results reported for the three months ended March 31, 201 6 have been revised to be included in continuing operations to reflect such change. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Pronouncements 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. We adopted this guidance and it may have an impact on future disclosures to our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in the 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. We adopted this guidance on January 1, 2017, as required, on a modified retrospective basis , adjusted forfeiture rates in related calculations and recorded a cumulative-effect adjustment to retained earnings (See Note 4 – Stockholders’ Equity). In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The primary amendment of the guidance update to simplify the subsequent measurement of goodwill eliminated Step 2 from the goodwill impairment test. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. 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 goodwill impairment tests performed on testing dates after January 1, 2017. We elected to early adopt this standard on January 1, 2017 and it did not have an impact on our condensed consolidated financial statements and related disclosures. Recently Issued Pronouncements, Not Adopted as of March 31, 2017 The FASB issued several updates on Topic 606 “Revenue from Contracts with Customers”, including: · ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” · ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” · ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” · 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.” · ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” · ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The standards provide 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. The 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 plan to adopt this guidance effective January 1, 2018, as required. We understand that the adoption of these updates have the potential to materially impact our revenue recognition process and related expenses. We have engaged a third-party to assist in our analysis and review of our contracts regarding this guidance and we are in the process of completing the analysis of the standards’ impact on our Credit Cards segment, our largest revenue producing segment. While we have not completed our analysis of the impact of the provisions of these standards on the Credit Cards segment, at this time we have not identified any provisions that we would expect to have a significant impact on how we recognize revenue and related expenses for our Credit Cards segment. When the assessment of the Credit Cards segment is complete, we will analyze our remaining segments. We expect to complete our assessments prior to adoption of the guidance. 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 do not anticipate that this update will have a significant impact 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. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted for all entities in the first interim period if an entity issues interim financial statements. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” to provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows, thereby reducing the diversity in presentation. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This update may have an effect on our future classification of certain transactions on our consolidated statements of cash flows and related disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption. 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) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Goodwill Activity | (In thousands) Credit Cards Banking Senior Care Total Company Balance, January 1, 2017 $ 451,771 $ 127,516 $ 20,518 $ 599,805 Additions due to acquisitions - - - - Balance, March 31, 2017 $ 451,771 $ 127,516 $ 20,518 $ 599,805 |
Components Of Intangible Assets Subject To Amortization | Intangible assets subject to amortization were as follows as of March 31, 2017 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 204,555 $ (88,509) $ 116,046 16.5 Customer relationships 157,668 (105,109) 52,559 9.0 Affiliate relationships 12,670 (7,057) 5,613 10.3 Developed technologies 18,168 (10,513) 7,655 6.3 Non-compete 1,431 (378) 1,053 3.0 $ 394,492 $ (211,566) $ 182,926 12.8 Intangible assets subject to amortization were as follows as of December 31, 2016 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 204,534 $ (84,494) $ 120,040 16.5 Customer relationships 157,648 (100,611) 57,037 9.0 Affiliate relationships 12,670 (6,922) 5,748 10.3 Developed technologies 18,167 (10,046) 8,121 6.2 Non-compete 1,431 (258) 1,173 3.0 $ 394,450 $ (202,331) $ 192,119 12.8 |
Summary Of Future Amortization Expense | Amortization (In thousands) Expense Remainder of 2017 $ 25,357 2018 30,962 2019 22,363 2020 15,889 2021 13,433 2022 11,237 Thereafter 63,685 Total expected amortization expense for intangible assets $ 182,926 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings (Loss) Per Share | Three months ended March 31, March 31, (In thousands, except share and per share data) 2017 2016 Net (loss) income from continuing operations $ (5,247) $ 722 Net loss from discontinued operation, net of income taxes - (439) Net (loss) income $ (5,247) $ 283 Weighted average common shares outstanding for basic earnings (loss) per share 88,260,929 92,899,932 Additional dilutive shares related to share based awards - 540,822 Weighted average common shares outstanding for diluted earnings (loss) per share 88,260,929 93,440,754 Basic net (loss) income per share: Continuing operations $ (0.06) $ 0.01 Discontinued operation - (0.01) Basic net (loss) income per share: $ (0.06) $ 0.00 Diluted net (loss) income per share: Continuing operations $ (0.06) $ 0.01 Discontinued operation - (0.01) Diluted net (loss) income per share $ (0.06) $ 0.00 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three months ended March 31, March 31, 2017 2016 Restricted shares and restricted stock units 1,674,498 983,149 Performance shares and performance stock units 121,268 - Stock options 954,940 2,470,995 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 January 1, 2017 103,132 $ 1,032 $ 903,177 $ (71,119) (13,059) $ (142,983) $ (729) $ 689,378 Cumulative-effect adjustment of adoption of ASU 2016-09 - - 571 (361) - - - 210 Other comprehensive income, net of taxes - - - - - - 63 63 Treasury stock purchased - - - - (450) (4,790) - (4,790) Restricted stock issued, net of cancellations (6) - (6,658) - 621 6,658 - - Performance stock issued, net of cancellations (885) (9) 9 - - - - - Stock-based compensation - - 5,821 - - - - 5,821 Net loss - - - (5,247) - - - (5,247) Balance at March 31, 2017 102,241 $ 1,023 $ 902,920 $ (76,727) (12,888) $ (141,115) $ (666) $ 685,435 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segments [Abstract] | |
Schedule Of Revenue By Reportable Segments | Three months ended March 31, 2017 2016 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Credit Cards (A) $ 85,524 $ 29,021 $ 63,142 $ 25,799 Banking (B) 29,837 8,944 25,339 5,267 Senior Care 5,829 (1,184) 6,187 (453) Other (2,531) (6,364) (1,190) (7,304) Total Company $ 118,659 30,417 $ 93,478 23,309 Less: Interest expense 5,462 5,479 Interest income and other, net (509) (632) Depreciation and amortization 10,542 9,627 Changes in fair value of contingent acquisition consideration 12,847 (162) Stock-based compensation expense 6,358 3,904 Legal settlements - (851) Restructuring charge - (34) Restatement-related expenses (C) 1,222 1,427 NextAdvisor contingent deferred compensation (D) 2,976 - China operations (E) 40 173 (Loss) income before income taxes $ (8,521) $ 4,378 __________ (A) Results for the three months ended March 31, 2017 include NextAdvisor, acquired during the second quarter 2016. (B) During the third quarter 2016, management realigned its management reporting structure by integrating the Quizzle operations into the Banking segment. All segment results reported for 2016 have been revised to reflect such change. (C) Restatement-related expenses include expenses related to the Restatement and related internal review, the SEC and DOJ investigations and related litigation and indemnification obligations . (D) Represents contingent deferred compensation expense related to the NextAdvisor acquisition. (E) Represents the loss from the operations in China, and includes legal and other costs incurred to wind down those operations. The results of China were previously presented as a discontinued operation 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 to wind down the operations. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Estimated Fair Value And Related Carrying Amounts | March 31, 2017 December 31, 2016 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt $ 296,355 $ 302,625 $ 295,721 $ 302,250 |
Fair Value Measurement Of Contingent Acquisition Consideration | Fair Value Measurement at March 31, 2017 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 $ 188 $ - $ - $ 188 Total asset recurring fair value measurements $ 188 $ - $ - $ 188 Liabilities: Contingent acquisition deferred compensation $ - $ - $ 1,862 $ 1,862 Contingent acquisition consideration - - 43,558 43,558 Total liabilities recurring fair value measurements $ - $ - $ 45,420 $ 45,420 Fair Value Measurement at December 31, 2016 Using (In thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring fair value measurement: Investments of the non-qualified deferred compensation plan $ 178 $ - $ - $ 178 Total asset recurring fair value measurements $ 178 $ - $ - $ 178 Liabilities: Contingent acquisition deferred compensation $ - $ - $ 869 $ 869 Contingent acquisition consideration - - 30,711 30,711 Total liabilities recurring fair value measurements $ - $ - $ 31,580 $ 31,580 |
Contingent Acquisition Consideration [Member] | |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Liabilities | Three months ended March 31, (In thousands) 2017 Balance, January 1, $ 30,711 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 12,847 Payments - Balance, March 31, $ 43,558 |
Contingent Acquisition Deferred Compensation [Member] | |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Liabilities | Three months ended March 31, (In thousands) 2017 Balance, January 1, $ 869 Additions to Level 3 - Transfers into Level 3 - Transfers out of Level 3 - Change in fair value 993 Payments - Balance, March 31, $ 1,862 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | Three months ended March 31, March 31, (In thousands) 2017 2016 Cost of revenue $ 579 $ 428 Sales and marketing 325 476 Product development and technology 1,201 744 General and administrative 4,253 2,256 Total stock-based compensation $ 6,358 $ 3,904 |
Weighted Average Assumptions Used To Calculate Fair Value | Three months ended March 31, 2017 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, 2017 954,940 12.55 - 22.39 16.81 - Granted - - - Forfeited - - - Expired - - - Balance, March 31, 2017 954,940 $ 12.55 - 22.39 $ 16.81 $ - |
Summary Of Options Outstanding And Options Exercisable | As of March 31, 2017 Weighted Average Number of Weighted Average Contractual Term Aggregate Options Exercise Price (in years) Intrinsic Value Options vested and expected to vest 954,940 $ 16.81 3.7 $ - Options exercisable 920,346 16.67 3.7 - |
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, 2017 1,038,284 $ 12.86 Granted 32,609 11.50 Vested and released (323,772) 14.02 Forfeited (6,131) 14.04 Balance, March 31, 2017 740,990 $ 12.28 |
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, 2017 2,398,049 $ 8.27 Granted 1,887,336 10.03 Vested and released (588,014) 8.33 Forfeited (37,456) 9.11 Balance, March 31, 2017 3,659,915 $ 9.16 |
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, 2017 1,025,670 $ 12.52 Granted - - Vested/Earned (100,659) 15.36 Forfeited (884,868) 12.77 Balance, March 31, 2017 40,143 $ 11.21 |
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, 2017 833,933 $ 9.21 Granted 737,898 10.00 Forfeited - - Balance, March 31, 2017 1,571,831 $ 9.58 |
All Award Types [Member] | |
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | Three months ended March 31, March 31, (In thousands) 2017 2016 Restricted shares $ 1,925 $ 2,846 Restricted stock units 2,137 261 Performance-based restricted shares 614 430 Performance-based restricted stock units 1,524 142 Stock Options 158 225 Total stock-based compensation $ 6,358 $ 3,904 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 were as follows: Three months ended (in thousands) March 31, 2017 March 31, 2016 Interest expense $ 4,594 $ 4,594 Original issue discount 170 160 Deferred financing costs 464 437 The following amounts remain to be amortized: (in thousands) March 31, 2017 December 31, 2016 Original issue discount $ 962 $ 1,133 Deferred financing costs 2,683 3,147 |
Revolving Credit Facility [Member] | |
Summary Of Interest Expenses For Commitment Fees And Amortization Of Deferred Financing Costs | Three months ended (in thousands) March 31, 2017 March 31, 2016 Interest expense $ 90 $ 67 Deferred financing costs 85 85 |
Summary Of Deferred Financing Costs | (in thousands) March 31, 2017 December 31, 2016 Deferred financing costs $ 366 $ 450 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Acquisition Date (In thousands) Estimated Fair Value Prepaid expenses and other current assets $ 43 Receivables 8,409 Intangible assets 30,018 Total identifiable assets acquired 38,470 Current liabilities 4,342 Total liabilities assumed 4,342 Net assets acquired 34,128 Goodwill 67,893 Purchase price $ 102,021 |
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 covenant 3.0 |
Schedule of Business Acquisition, Pro Forma Information | March 31, (In thousands, except share and per share data) 2016 Total revenue $ 107,977 Net loss $ (74) Weighted average shares: Basic 93,250,088 Diluted 93,790,910 Earnings (loss) per share: Basic $ - Diluted $ - |
Organization And Basis Of Pre28
Organization And Basis Of Presentation (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)item | |
Organization And Basis Of Presentation [Abstract] | |
Number Of Local Markets | 600 |
Number of financial products | 300 |
Treasury stock purchased | $ | $ 4,790 |
Goodwill And Intangible Asset29
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill And Intangible Assets [Abstract] | ||
Amortization expense | $ 9.2 | $ 8.4 |
Goodwill And Intangible Asset30
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Balance, Beginning of period | $ 599,805 |
Balance, End of period | 599,805 |
Credit Cards [Member] | |
Business Acquisition [Line Items] | |
Balance, Beginning of period | 451,771 |
Balance, End of period | 451,771 |
Banking [Member] | |
Business Acquisition [Line Items] | |
Balance, Beginning of period | 127,516 |
Balance, End of period | 127,516 |
Senior Care [Member] | |
Business Acquisition [Line Items] | |
Balance, Beginning of period | 20,518 |
Balance, End of period | $ 20,518 |
Goodwill And Intangible Asset31
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 394,492 | $ 394,450 |
Accumulated Amortization | (211,566) | (202,331) |
Total expected amortization expense for intangible assets | $ 182,926 | $ 192,119 |
Weighted Average Amortization Period Years | 12 years 9 months 18 days | 12 years 9 months 18 days |
Trademarks And Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 204,555 | $ 204,534 |
Accumulated Amortization | (88,509) | (84,494) |
Total expected amortization expense for intangible assets | $ 116,046 | $ 120,040 |
Weighted Average Amortization Period Years | 16 years 6 months | 16 years 6 months |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 157,668 | $ 157,648 |
Accumulated Amortization | (105,109) | (100,611) |
Total expected amortization expense for intangible assets | $ 52,559 | $ 57,037 |
Weighted Average Amortization Period Years | 9 years | 9 years |
Affiliate Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 12,670 | $ 12,670 |
Accumulated Amortization | (7,057) | (6,922) |
Total expected amortization expense for intangible assets | $ 5,613 | $ 5,748 |
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 | $ 18,168 | $ 18,167 |
Accumulated Amortization | (10,513) | (10,046) |
Total expected amortization expense for intangible assets | $ 7,655 | $ 8,121 |
Weighted Average Amortization Period Years | 6 years 3 months 18 days | 6 years 2 months 12 days |
Non-compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,431 | $ 1,431 |
Accumulated Amortization | (378) | (258) |
Total expected amortization expense for intangible assets | $ 1,053 | $ 1,173 |
Weighted Average Amortization Period Years | 3 years | 3 years |
Goodwill And Intangible Asset32
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets [Abstract] | ||
Remainder of 2017 | $ 25,357 | |
2,018 | 30,962 | |
2,019 | 22,363 | |
2,020 | 15,889 | |
2,021 | 13,433 | |
2,022 | 11,237 | |
Thereafter | 63,685 | |
Total expected amortization expense for intangible assets | $ 182,926 | $ 192,119 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings (Loss) Per Share [Abstract] | ||
Net (loss) income from continuing operations | $ (5,247) | $ 722 |
Net loss from discontinued operation, net of income taxes | (439) | |
Net (loss) income | $ (5,247) | $ 283 |
Weighted average common shares outstanding for basic earnings (loss) per share | 88,260,929 | 92,899,932 |
Additional dilutive shares related to share based awards | 540,822 | |
Weighted average common shares outstanding for diluted earnings (loss) per share | 88,260,929 | 93,440,754 |
Basic net (loss) income per share: | ||
Continuing operations | $ (0.06) | $ 0.01 |
Discontinued operations | (0.01) | |
Basic net (loss) income per share: | (0.06) | 0 |
Diluted net (loss) income per share: | ||
Continuing operations | (0.06) | 0.01 |
Discontinued operations | (0.01) | |
Diluted net (loss) income per share | $ (0.06) | $ 0 |
Earnings (Loss) Per Share (Sc34
Earnings (Loss) Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restricted Shares and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,674,498 | 983,149 |
Performance Shares and Performance Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 121,268 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 954,940 | 2,470,995 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Class of Stock [Line Items] | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | $ 210 |
Treasury stock purchased | 4,790 |
Additional paid-in capital [Member] | |
Class of Stock [Line Items] | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | 571 |
Accumulated Deficit [Member] | |
Class of Stock [Line Items] | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | $ (361) |
Treasury Stock [Member] | |
Class of Stock [Line Items] | |
Treasury stock purchased, Shares | shares | 450 |
Treasury stock purchased | $ 4,790 |
Stockholders' Equity (Summary O
Stockholders' Equity (Summary Of Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Class of Stock [Line Items] | ||
Balance | $ 689,378 | |
Balance, Shares | 103,132,289 | |
Treasury Stock, Shares | (13,059,807) | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | $ 210 | |
Other comprehensive income, net of tax | 63 | $ (63) |
Treasury stock purchased | (4,790) | |
Stock-based compensation | 5,821 | |
Net loss | (5,247) | $ 283 |
Balance | $ 685,435 | |
Balance, Shares | 102,241,290 | |
Treasury Stock, Shares | (12,888,749) | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ 1,032 | |
Balance, Shares | 103,132,000 | |
Restricted stock issued, net of cancellations, Shares | 6,000 | |
Performance stock issued, net of cancellations | $ (9) | |
Performance stock issued, net of cancellations, Shares | (885,000) | |
Balance | $ 1,023 | |
Balance, Shares | 102,241,000 | |
Additional paid-in capital [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ 903,177 | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | 571 | |
Restricted stock issued, net of cancellations | 6,658 | |
Performance stock issued, net of cancellations | 9 | |
Stock-based compensation | 5,821 | |
Balance | 902,920 | |
Accumulated Deficit [Member] | ||
Class of Stock [Line Items] | ||
Balance | (71,119) | |
Cumulative-effect adjustment of adoption of ASU 2016-09 | (361) | |
Net loss | (5,247) | |
Balance | (76,727) | |
Treasury Stock [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ (142,983) | |
Treasury Stock, Shares | (13,059,000) | |
Treasury stock purchased | $ (4,790) | |
Treasury stock purchased, Shares | (450,000) | |
Restricted stock issued, net of cancellations | $ (6,658) | |
Restricted stock issued, net of cancellations, Shares | 621,000 | |
Balance | $ (141,115) | |
Treasury Stock, Shares | (12,888,000) | |
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | ||
Class of Stock [Line Items] | ||
Balance | $ (729) | |
Other comprehensive income, net of tax | 63 | |
Balance | $ (666) |
Segments (Narrative) (Details)
Segments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ (118,659) | $ (93,478) |
Intercompany Eliminations [Member] | ||
Revenue | 2,500 | 1,400 |
Other [Member] | ||
Revenue | $ 2,531 | $ 1,190 |
Segments (Schedule Of Revenue B
Segments (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 118,659 | $ 93,478 |
Adjusted EBITDA | 30,417 | 23,309 |
Interest expense | 5,462 | 5,479 |
Interest income and other, net | (509) | (632) |
Depreciation and amortization | 10,542 | 9,627 |
Changes in fair value of contingent acquisition consideration | 12,847 | (162) |
Stock-based compensation expense | 6,358 | 3,904 |
Legal settlements | (851) | |
Restructuring charge | (34) | |
Restatement-related expenses | 1,222 | 1,427 |
NextAdvisor contingent deferred compensation | 2,976 | |
China operations | 40 | 173 |
(Loss) income before income taxes | (8,521) | 4,378 |
Credit Cards [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 85,524 | 63,142 |
Adjusted EBITDA | 29,021 | 25,799 |
Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 29,837 | 25,339 |
Adjusted EBITDA | 8,944 | 5,267 |
Senior Care [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,829 | 6,187 |
Adjusted EBITDA | (1,184) | (453) |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | (2,531) | (1,190) |
Adjusted EBITDA | $ (6,364) | $ (7,304) |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cost of debt | 5.25% |
Minimum [Member] | |
Discount factor | 14.00% |
Maximum [Member] | |
Discount factor | 18.00% |
Contingent Acquisition Deferred Compensation [Member] | |
Possible contingent payouts, low | $ 0 |
Possible contingent payouts, high | 11,700,000 |
Change in fair value | 993,000 |
Contingent Acquisition Deferred Compensation [Member] | Change in Accounting Method Accounted for as Change in Estimate [Member] | |
(Decrease) Increase in fair value of contingent consideration | 559,000 |
Contingent Acquisition Deferred Compensation [Member] | Passage Of Time [Member] | |
(Decrease) Increase in fair value of contingent consideration | 434,000 |
Contingent Acquisition Consideration [Member] | |
Change in fair value of contingent consideration related to a passage of time | 12,800,000 |
Possible contingent payouts, low | 0 |
Possible contingent payouts, high | 134,100,000 |
Change in fair value | 12,847,000 |
Contingent Acquisition Consideration [Member] | Change in Accounting Method Accounted for as Change in Estimate [Member] | |
(Decrease) Increase in fair value of contingent consideration | 12,400,000 |
Contingent Acquisition Consideration [Member] | Passage Of Time [Member] | |
(Decrease) Increase in fair value of contingent consideration | $ 454,000 |
Fair Value Measurement (Estimat
Fair Value Measurement (Estimated Fair Value And Related Carrying Amounts) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 296,355 | $ 295,721 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 302,625 | $ 302,250 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 188 | $ 178 |
Total liabilities recurring fair value measurements | 45,420 | 31,580 |
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 | 188 | 178 |
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 | 45,420 | 31,580 |
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 | 188 | 178 |
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 | 188 | 178 |
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 Deferred Compensation [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | 1,862 | 869 |
Contingent Acquisition Deferred Compensation [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 Deferred Compensation [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 Deferred Compensation [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 | 1,862 | 869 |
Contingent Acquisition Consideration [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | 43,558 | 30,711 |
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 | $ 43,558 | $ 30,711 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Contingent Acquisition Deferred Compensation [Member] | |
Balance at beginning of period | $ 869,000 |
Change in fair value | 993,000 |
Balance at end of period | 1,862,000 |
Contingent Acquisition Consideration [Member] | |
Balance at beginning of period | 30,711,000 |
Transfers into Level 3 | |
Transfers out of Level 3 | |
Change in fair value | 12,847,000 |
Balance at end of period | $ 43,558,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 6,358,000 | $ 3,904,000 | |
Restructuring-related expenses | 34,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 158,000 | 225,000 | |
Awards vested | 18,000 | ||
Closing price of common stock | $ 9.65 | ||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 300,000 | ||
Unrecognized compensation cost, recognition period | 2 months 12 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,925,000 | 2,846,000 | |
Number of Shares, Granted | 32,609 | ||
Shares outstanding | 740,990 | 1,038,284 | |
Total fair value of restricted stock awards that vested during year | $ 4,500,000 | ||
Average grant date fair value | $ 11.50 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 6,100,000 | ||
Unrecognized compensation cost, recognition period | 10 months 24 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,137,000 | 261,000 | |
Number of Shares, Granted | 1,887,336 | ||
Shares outstanding | 3,659,915 | 2,398,049 | |
Vesting period | 3 years | ||
Total fair value of restricted stock awards that vested during year | $ 4,900,000 | ||
Average grant date fair value | $ 10.03 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 31,100,000 | ||
Unrecognized compensation cost, recognition period | 1 year 7 months 6 days | ||
Performance Based Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 614,000 | 430,000 | |
Shares outstanding | 40,143 | 1,025,670 | |
Total fair value of restricted stock awards that vested during year | $ 1,500,000 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 1,800,000 | ||
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] | |||
Stock-based compensation expense, restricted stock | $ 537,000 | 153,000 | |
Performance Shares, Classified As A Liability [Member] | Determination 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] | First Anniversary Of The Determination Date [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting installment percentage | 50.00% | ||
Performance Based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,524,000 | $ 142,000 | |
Number of Shares, Granted | 737,898 | ||
Shares outstanding | 1,571,831 | 833,933 | |
Vesting period | 2 years | 2 years | |
Average grant date fair value | $ 10 | ||
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 | $ 12,200,000 | ||
Unrecognized compensation cost, recognition period | 2 years 2 months 12 days | ||
Performance Based Restricted Stock Units [Member] | Determination Date [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting installment percentage | 50.00% | ||
Performance Based Restricted Stock Units [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 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% | 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% | 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 | 5,200,000 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 6,358 | $ 3,904 |
Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 579 | 428 |
Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 325 | 476 |
Product Development And Technology [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,201 | 744 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 4,253 | 2,256 |
Restricted Stock [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,925 | 2,846 |
Restricted Stock Units (RSUs) [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 2,137 | 261 |
Performance Based Restricted Shares [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 614 | 430 |
Performance Based Restricted Stock Units [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,524 | 142 |
Stock Options [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 158 | $ 225 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Restricted Stock Award, Restricted Stock Units, Performance Based Restricted Shares And Performance Based Restricted Stock Units Activity) (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 1,038,284 |
Number of Shares, Granted | shares | 32,609 |
Number of Shares, Vested and released | shares | (323,772) |
Number of Shares, Forfeited | shares | (6,131) |
Number of Shares, Ending Balance | shares | 740,990 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 12.86 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 11.50 |
Weighted Average Grant Date Fair Value, Vested and released | $ / shares | 14.02 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 14.04 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 12.28 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 2,398,049 |
Number of Shares, Granted | shares | 1,887,336 |
Number of Shares, Vested and released | shares | (588,014) |
Number of Shares, Forfeited | shares | (37,456) |
Number of Shares, Ending Balance | shares | 3,659,915 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.27 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.03 |
Weighted Average Grant Date Fair Value, Vested and released | $ / shares | 8.33 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 9.11 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.16 |
Performance Based Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 1,025,670 |
Number of Shares, Vested and released | shares | (100,659) |
Number of Shares, Forfeited | shares | (884,868) |
Number of Shares, Ending Balance | shares | 40,143 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 12.52 |
Weighted Average Grant Date Fair Value, Vested and released | $ / shares | 15.36 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 12.77 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 11.21 |
Performance Based Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |
Number of Shares, Beginning Balance | shares | 833,933 |
Number of Shares, Granted | shares | 737,898 |
Number of Shares, Ending Balance | shares | 1,571,831 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 9.21 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.58 |
Stock-Based Compensation (Weigh
Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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 (Sto47
Stock-Based Compensation (Stock Option Activity) (Details) | Mar. 31, 2017$ / sharesshares |
Stock-Based Compensation [Abstract] | |
Number of Options, Beginning Balance | shares | 954,940 |
Number of Options, Ending Balance | shares | 954,940 |
Exercise Price Per Share, Minimum Beginning Balance | $ 12.55 |
Exercise Price Per Share, Maximum Beginning Balance | 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 | 16.81 |
Weighted Average Exercise Price, Ending Balance | $ 16.81 |
Stock-Based Compensation (Sum48
Stock-Based Compensation (Summary Of Options Outstanding And Options Exercisable) (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Options vested and expected to vest, Number of Options | shares | 954,940 |
Options vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 16.81 |
Options vested and expected to vest, Weight Average Contractual Term (in years) | 3 years 8 months 12 days |
Options exercisable, Number of Options | shares | 920,346 |
Options exercisable, Weighted Average Exercise Price | $ / shares | $ 16.67 |
Options exercisable, Weight Average Contractual Term (in years) | 3 years 8 months 12 days |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Effective income tax rate | 38.40% | 83.50% | |
Unrecognized tax benefits | $ 5,700,000 | $ 5,600,000 | |
Interest and penalties recognized | 25,000 | $ 7,000 | |
Uncertain tax positions, reserve | $ 81,000,000,000 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
BanxCorp Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Compensatory damages, treble damages, and attorneys' fees and costs | $ 180 | |
Securities Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual, Payments | $ 6.1 | |
Insurance proceeds | 13.8 | |
Proposed settlement | $ 20 |
Debt (Senior Notes Narrative) (
Debt (Senior Notes Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Senior Secured Note, Carrying Amount | $ 296,355,000 | $ 295,721,000 | |
Interest expense excluding amortization | 4,594,000 | $ 4,594,000 | |
Amortization of Original issue discounts | 170,000 | 160,000 | |
Outstanding discounts | 962,000 | 1,133,000 | |
Amortization of deferred financing costs | 464,000 | $ 437,000 | |
Long term debt, net of unamortized discount | 296,355,000 | $ 295,721,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument principal amount | $ 300,000,000 | ||
Interest rate | 6.125% |
Debt (Revolving Credit Facility
Debt (Revolving Credit Facility Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Amortization of deferred financing costs | $ 464,000 | $ 437,000 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility, amount | 70,000,000 | |
Amortization of deferred financing costs | $ 85,000 | $ 85,000 |
Revolving Credit Facility [Member] | 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 | $ 69,400,000 | |
Amounts outstanding | $ 593,000 | |
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 | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Interest expense | $ 4,594 | $ 4,594 | |
Amortization of Original issue discounts | 170 | 160 | |
Amortization of deferred financing costs | 464 | 437 | |
Unamortized Original issue discounts | 962 | $ 1,133 | |
Deferred financing costs | 2,683 | 3,147 | |
Revolving Credit Facility [Member] | |||
Interest expense | 90 | 67 | |
Amortization of deferred financing costs | 85 | $ 85 | |
Deferred financing costs | $ 366 | $ 450 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 17, 2016 | |
Business Acquisition [Line Items] | ||||
Contingent consideration liability | $ 12,847,000 | $ (162,000) | ||
Goodwill | $ 599,805,000 | $ 599,805,000 | ||
Next Advisor, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Effective Date of Acquisition | Jun. 1, 2016 | |||
Cash paid | $ 63,400,000 | |||
Escrow deposit | 11,900,000 | |||
Escrow payments | 4,000,000 | |||
Contingent consideration liability | 37,300,000 | |||
Assumed net liability | $ 4,342,000 | |||
Assumed net liability | (34,128,000) | |||
Goodwill | 67,900,000 | 67,893,000 | ||
Intangible assets | 30,000,000 | $ 30,018,000 | ||
Adjustments recorded subsequent to the acquisition, primarily for post-closing working capital adjustments | 1,300,000 | |||
Contributed revenue from acquisitions | 22,500,000 | |||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 6,000,000 | |||
Adjustments recorded subsequent to the acquisition, primarily for post-closing working capital adjustments and changes in the valuation of acquired assets | 1,500,000 | |||
Developed Technologies [Member] | Next Advisor, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 150,000 | |||
Customer Relationships [Member] | Next Advisor, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 22,200,000 | |||
Trademarks And Domain Names [Member] | Next Advisor, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 6,200,000 | |||
Non-compete [Member] | Next Advisor, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,400,000 |
Acquisitions (Schedule of Recog
Acquisitions (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 17, 2016 |
Goodwill | $ 599,805 | $ 599,805 | |
Next Advisor, Inc. [Member] | |||
Prepaid expenses and other current assets | $ 43 | ||
Receivables | 8,409 | ||
Intangible assets | 30,000 | 30,018 | |
Total identifiable assets acquired | 38,470 | ||
Current liabilities | 4,342 | ||
Total liabilities assumed | 4,342 | ||
Net assets acquired | 34,128 | ||
Goodwill | $ 67,900 | 67,893 | |
Purchase price | $ 102,021 |
Acquisitions (Schedule of Estim
Acquisitions (Schedule of Estimated Weighted Average Amortization Periods For Intangible Assets) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 12 years 9 months 18 days | 12 years 9 months 18 days |
Trademarks And Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 16 years 6 months | 16 years 6 months |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 9 years | 9 years |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 6 years 3 months 18 days | 6 years 2 months 12 days |
Non-compete [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 3 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) - Next Advisor, Inc. [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Total revenue | $ | $ 107,977 |
Net income (loss) | $ | $ (74) |
Weighted average shares: Basic | shares | 93,250,088 |
Weighted average shares: Diluted | shares | 93,790,910 |
Discontinued Operation (Narrati
Discontinued Operation (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Net income (loss) from discontinued operations, net of income taxes | $ (439,000) |
Insurance [Member] | |
Net income (loss) from discontinued operations, net of income taxes | $ 439,000 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Minimum [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Restructuring Costs | $ 2.1 |