Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Bankrate, Inc. | ||
Entity Central Index Key | 1,518,222 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 341,615,552 | ||
Entity Common Stock, Shares Outstanding | 89,915,676 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 176,680 | $ 237,204 |
Accounts receivable, net of allowance for doubtful accounts of $190 and $147, respectively | 52,211 | 56,265 |
Prepaid expenses and other current assets | 42,041 | 26,871 |
Total current assets | 270,932 | 320,340 |
Furniture, fixtures and equipment, net of accumulated depreciation of $19,514 and $16,027, respectively | 15,440 | 10,189 |
Intangible assets, net of accumulated amortization of $202,331 and $168,627, respectively | 192,119 | 205,766 |
Goodwill | 599,805 | 567,544 |
Other assets | 5,564 | 23,127 |
Total assets | 1,083,860 | 1,126,966 |
Liabilities | ||
Accounts payable | 11,191 | 10,147 |
Accrued expenses | 27,887 | 25,838 |
Deferred revenue and customer deposits | 1,369 | 1,508 |
Accrued interest payable | 6,887 | 6,890 |
Other current liabilities | 6,511 | 14,681 |
Total current liabilities | 53,845 | 59,064 |
Deferred income taxes | 5,118 | 7,552 |
Long term debt, net of unamortized discount | 295,721 | 293,284 |
Other liabilities | 39,798 | 5,871 |
Total liabilities | 394,482 | 365,771 |
Commitments and contingencies (Note 10) | ||
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 103,132,289 and 103,845,310 shares issued, respectively; 90,072,482 and 96,794,018 shares outstanding, respectively | 1,032 | 1,039 |
Additional paid-in capital | 903,177 | 886,261 |
Accumulated deficit | (71,119) | (36,985) |
Less: Treasury stock, at cost - 13,059,807 and 7,051,292 shares, respectively | (142,983) | (88,616) |
Accumulated other comprehensive loss | (729) | (504) |
Total stockholders' equity | 689,378 | 761,195 |
Total liabilities and stockholders' equity | $ 1,083,860 | $ 1,126,966 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 190 | $ 147 |
Accumulated depreciation | 19,514 | 16,027 |
Accumulated amortization | $ 202,331 | $ 168,627 |
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 | 103,132,289 | 103,845,310 |
Common stock, shares outstanding | 90,072,482 | 96,794,018 |
Treasury stock, shares | 13,059,807 | 7,051,292 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Comprehensive Income (Loss) [Abstract] | |||
Revenue | $ 434,161 | $ 371,964 | $ 352,051 |
Costs and expenses: | |||
Cost of revenue | 227,546 | 173,261 | 180,445 |
Sales and marketing | 17,512 | 15,821 | 14,756 |
Product development and technology | 29,312 | 23,689 | 16,786 |
General and administrative | 79,893 | 63,347 | 60,841 |
Legal settlements | 5,345 | 3 | 1,403 |
Acquisition, disposition and related expenses | 1,811 | 569 | 3,590 |
Restructuring-related expenses | (117) | 5,616 | |
Changes in fair value of contingent acquisition consideration | (6,481) | (421) | 3,633 |
Impariment charges | 43,110 | ||
Depreciation and amortization | 42,247 | 40,843 | 34,502 |
Total costs and expenses | 440,178 | 322,728 | 315,956 |
(Loss) income from operations | (6,017) | 49,236 | 36,095 |
Interest and other expenses, net | 19,677 | 22,279 | 20,816 |
Income (loss) from continuing operations | (25,694) | 26,957 | 15,279 |
Income tax expense | 8,344 | 10,115 | 8,260 |
Net (loss) income from continuing operations | (34,038) | 16,842 | 7,019 |
Net loss from discontinued operation, net of income taxes | (96) | (30,188) | (1,847) |
Net (loss) income | $ (34,134) | $ (13,346) | $ 5,172 |
Basic net (loss) income per share: | |||
Continuing operations | $ (0.38) | $ 0.17 | $ 0.07 |
Discontinued operations | (0.31) | (0.02) | |
Basic net (loss) income per share: | (0.38) | (0.14) | 0.05 |
Diluted net (loss) income per share: | |||
Continuing operations | (0.38) | 0.17 | 0.07 |
Discontinued operations | (0.30) | (0.02) | |
Diluted net (loss) income per share | $ (0.38) | $ (0.13) | $ 0.05 |
Weighted average common shares outstanding: | |||
Basic | 89,181,386 | 97,637,936 | 100,399,458 |
Diluted | 89,181,386 | 99,723,532 | 102,417,273 |
Other comprehensive loss, net of tax | $ (225) | $ (138) | $ (173) |
Comprehensive (loss) income | $ (34,359) | $ (13,484) | $ 4,999 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member] | Total |
Balance at Dec. 31, 2013 | $ 1,017 | $ 864,152 | $ (28,811) | $ (592) | $ (193) | $ 835,573 |
Balance, Shares at Dec. 31, 2013 | 101,749,000 | |||||
Treasury Stock, Shares at Dec. 31, 2013 | (50,000) | |||||
Other comprehensive loss, net of tax | (173) | (173) | ||||
Treasury stock purchased | $ (57,879) | (57,879) | ||||
Treasury stock purchased, Shares | (3,940,000) | |||||
Restricted stock issued, net of cancellations | $ 8 | (10,993) | $ 10,985 | |||
Restricted stock issued, net of cancellations, Shares | 824,000 | 701,000 | ||||
Performance stock issued, net of cancellations | $ 6 | (998) | $ 992 | |||
Performance stock issued, net of cancellations, Shares | 528,000 | 73,000 | ||||
Common stock issued | $ 16 | 22,810 | 22,826 | |||
Common stock issued, Shares | 1,540,000 | |||||
Common stock issued as acquisition payment | 700 | 700 | ||||
Common stock issued as acquisition payment, Shares | 60,000 | |||||
Stock-based compensation | 17,067 | 17,067 | ||||
Net income (loss) | 5,172 | 5,172 | ||||
Balance at Dec. 31, 2014 | $ 1,047 | 892,738 | (23,639) | $ (46,494) | (366) | 823,286 |
Balance, Shares at Dec. 31, 2014 | 104,701,000 | |||||
Treasury Stock, Shares at Dec. 31, 2014 | (3,216,000) | |||||
Other comprehensive loss, net of tax | (138) | (138) | ||||
Treasury stock purchased | $ (79,119) | (79,119) | ||||
Treasury stock purchased, Shares | (6,786,000) | |||||
Restricted stock issued, net of cancellations | $ (4) | (19,244) | $ 19,248 | |||
Restricted stock issued, net of cancellations, Shares | (426,000) | 1,557,000 | ||||
Performance stock issued, net of cancellations | $ (5) | (17,744) | $ 17,749 | |||
Performance stock issued, net of cancellations, Shares | (529,000) | 1,394,000 | ||||
Common stock issued | $ 1 | 1,407 | 1,408 | |||
Common stock issued, Shares | 99,000 | |||||
Stock-based compensation | 19,417 | 19,417 | ||||
Divestiture and restructuring award modification | 9,687 | 9,687 | ||||
Net income (loss) | (13,346) | (13,346) | ||||
Balance at Dec. 31, 2015 | $ 1,039 | 886,261 | (36,985) | $ (88,616) | (504) | $ 761,195 |
Balance, Shares at Dec. 31, 2015 | 103,845,000 | 103,845,310 | ||||
Treasury Stock, Shares at Dec. 31, 2015 | (7,051,000) | 7,051,292 | ||||
Other comprehensive loss, net of tax | (225) | $ (225) | ||||
Treasury stock purchased | $ (55,297) | (55,297) | ||||
Treasury stock purchased, Shares | (6,087,000) | |||||
Restricted stock issued, net of cancellations | $ (1) | (929) | $ 930 | |||
Restricted stock issued, net of cancellations, Shares | (102,000) | 79,000 | ||||
Performance stock issued, net of cancellations | $ (6) | 6 | ||||
Performance stock issued, net of cancellations, Shares | (611,000) | |||||
Stock-based compensation | 17,839 | 17,839 | ||||
Net income (loss) | (34,134) | (34,134) | ||||
Balance at Dec. 31, 2016 | $ 1,032 | $ 903,177 | $ (71,119) | $ (142,983) | $ (729) | $ 689,378 |
Balance, Shares at Dec. 31, 2016 | 103,132,000 | 103,132,289 | ||||
Treasury Stock, Shares at Dec. 31, 2016 | (13,059,000) | 13,059,807 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities | |||
Net (loss) income | $ (34,134) | $ (13,346) | $ 5,172 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 42,247 | 65,884 | 58,989 |
Provision for doubtful accounts receivable | 183 | 584 | 494 |
Deferred income taxes | (2,434) | (18,296) | (382) |
Amortization of deferred financing charges and original issue discount | 2,438 | 1,803 | 2,201 |
Stock-based compensation | 19,159 | 19,417 | 17,067 |
Divestiture and restructuring stock award modifications | 7,254 | ||
Loss (gain) on disposal of assets | 256 | (493) | |
Changes in fair value of contingent acquisition consideration | (6,481) | (421) | 3,633 |
Gain on sale of discontinued operation | (8,566) | ||
Impairment charges | 43,110 | 35,000 | |
Change in operating assets and liabilities, net of effect of business acquisitions: | |||
Accounts receivable | 12,280 | (6,274) | (8,560) |
Prepaid expenses and other assets | 2,193 | 4,892 | (21,870) |
Accounts payable | (1,232) | 1,409 | (317) |
Accrued expenses | (16) | (18,329) | 7,105 |
Other liabilities | 2,326 | 15,987 | (21,500) |
Deferred revenue and customer deposits | (139) | (456) | 475 |
Net cash provided by operating activities | 79,756 | 86,049 | 42,507 |
Cash flows from investing activities | |||
Purchases of furniture, fixtures and equipment and capitalized software and website development costs | (11,455) | (10,987) | (10,972) |
Cash received on sale of discontinued operation | 140,200 | ||
Transaction expenses | (3,905) | ||
Restricted cash | (1) | 6 | |
Cash used in business acquisitions, net | (64,728) | (30,810) | (71,729) |
Net cash (used in) provided by investing activities | (76,184) | 94,498 | (82,695) |
Cash flows from financing activities | |||
Cash paid for contingent acquisition consideration | (5,181) | (7,545) | (12,683) |
Cash paid for deferred acquisition consideration | (3,521) | ||
Purchase of Company stock | (55,297) | (79,119) | (57,879) |
Proceeds from exercise of stock options, net of costs | 1,408 | 22,826 | |
Net cash used in financing activities | (63,999) | (85,256) | (47,736) |
Effect of exchange rate on cash and cash equivalents | (97) | (138) | (96) |
Net (decrease) increase in cash | (60,524) | 95,153 | (88,020) |
Cash - beginning of period | 237,204 | 142,051 | 230,071 |
Cash - end of period | 176,680 | 237,204 | 142,051 |
Less cash of discontinued operation - end of period | 22,697 | ||
Cash of continuing operations - end of period | 176,680 | 237,204 | 119,354 |
Supplemental disclosure of other cash flow activities | |||
Cash paid for interest | 18,691 | 19,650 | 19,532 |
Cash (refunded) paid for taxes, net | (5,793) | (9,645) | 48,444 |
Supplemental disclosure of non-cash investing and financing activities | |||
Contingent acquisition consideration | $ 37,293 | 3,747 | $ 1,930 |
Deferred receivable for business divestiture | $ 18,391 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization And Basis Of Presentation [Abstract] | |
Organization And Basis Of Presentation | 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 consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and Bankrate, LLC . , after elimination of all intercompany accounts and transactions. During 2015, we sold our Insurance business. The operating results and the assets and liabilities of the Insurance business through the date of sale are classified as a discontinued operation for all periods presented in the Company’s consolidated financial statements with the exception of consolidated statements of cash flows which are pres ented on a consolidated basis . Reclassification During 2016, expenses were reclassified from sales and marketing expenses to cost of revenue and general and administration for one of our businesses. The expenses moved to cost of revenue are traffic acquisition costs in nature and more appropriately classified as costs of revenue, and the other costs more appropriately classified as general and administrative expenses. For 2015, $994,000 was reclassified from sales and marketing to cost of revenue and $290,000 was reclassified from sales and marketing to general and administrative expense. For 2014 , $178,000 was reclassified from sales and marketing to cost of revenue and $881,000 was reclassified from sales and marketing to general and administrative expense. During 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 and reporting unit into the Banking reporting unit. All segment results reported for the years ended December 31, 2016 and 2015, and as of December 31, 2016 , have been revised to reflect such change. In accordance with the adoption of Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, classifications of certain transactions were adjusted in our consolidated statement of cash flows for the presentation of cash flows from operating, investing and financing activities, for each year presented. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest—Simplifying the Presentation of Debt Issuance Costs,” our senior unsecured notes are presented net of their related deferred financing costs as of December 31, 2016 and 2015. Our operations in China were previously presented as a discontinued operation as we were marketing them for sale. During the first half of 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. During the year ended December 31, 2016 , we recorded approximately $588,000 for the acceleration of amortization and depreciation of certain intangible and work-in-process assets, furniture, fixtures and equipment and other assets based on their estimated remaining future economic life, and $529,000 as employee severance as the operations wind down. The accelerated amortization and depreciation recorded had an immaterial impact to our earnings per share for the year. Cert ain trademark intangible assets and certain internally developed fixed assets deemed to have future economic lives, with fair values of $35,000 and $13,000 , respectively, were transferred from the business to the Company. Share Repurchase Program In February 2016, the Company’s Board of Directors authorized a $50.0 million share repurchase program. Under the terms of the program, the Company was authorized to repurchase up to $50.0 million of its outstanding common stock, excluding commissions. Stock repurchases under this program could be made through open market and privately negotiated transactions. The timing and amount of specific repurchases were subject to the requirements of federal securities law, market conditions, alternative uses of capital and other factors. The stock repurchase program did not obligate the Company to acquire any particular amount of shares and the program could have been limited or terminated at any time without prior notice. The program was completed in April 2016. During the year ended December 31, 2016, we repurchased approximately 5.6 million shares for approximately $50.0 million, plus commission fees. During the year ended December 31, 2016, we increased our treasury stock by 496,000 shares ( $5.2 million) for shares withheld from the vesting of stock-based compensation awards to pay for employee tax withholding. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We believe that the judgments, estimates and assumptions involved in the accounting for revenue recognition, income taxes, the allowance for doubtful accounts receivable, useful lives of intangible assets, share based payments and intangible asset impairment, goodwill impairment, acquisition accounting including the fair value of contingent acquisition consideration, and contingencies have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. Actual results could differ from those estimates. Revenue Recognition Online revenue comprised 99% , 99% and 99% of total revenues during the years ended December 31, 2016 , 2015 and 2014 , respectively. Online advertising is monetized through the sale of advertising and sponsorships through displays, hyperlinks, and lead generation within the many owned and operated websites of our Online Network. In general, the amount of advertising we sell is a function of a number of market conditions including (i) the number of visitors to our Online Network, (ii) the number of ad pages we serve to those visitors, (iii) the click-through rate of our visitors on hyperlinks, (iv) the number of advertisements per page, (v) the rate at which visitors apply for and are approved for financial product offerings, and (vi) advertiser demand. The print publishing and licensing business is primarily engaged in the sale of advertising, mortgage and interest rate tables, and licensing of research information. Consumer Inquiry Revenue In the credit card segment, we deliver consumer inquiries as a click or phone call to our advertisers and primarily recognize revenue on a per-completed and approved application basis. We also have some card issuer agreements which recognize revenue on a per completed application basis. In the banking segment, we deliver consumer inquiries in the form of clicks and calls and recognize revenue monthly for each inquiry based on the number of clicks at a cost-per-click-for our mortgage and deposit and other banking products. Additionally, we recognize revenue based on the number of calls at a rate per-call. In the senior care segment we deliver consumer inquiries to contracting senior care communities after qualifying the inquiries in our call center and matching them to a number of suitable communities. We recognize revenue for each consumer who moves into a community for which we provided the initial referral. We also deliver consumer leads to participating in-home care providers, for which we received fees on a per-lead basis. We have also entered into revenue sharing arrangements with our vertical content and affiliate partners based on the revenue earned from their consumer inquiries. Revenue is recorded at gross amounts and partnership and affiliate payments are recorded in cost of revenue, pursuant to the provisions of ASC Topic 605-45, Reporting Revenue Gross as a Principal versus Net as an Agent. Display Advertising Revenue Display advertising sales are invoiced monthly at amounts based on contract terms predominantly based on the number of impressions delivered to the advertiser. Print Publishing and Licensing Revenue We charge for placement in the interest rate table for print publication. Advertising revenue is recognized when the rate tables are run in a publication. Revenue from the sale of research information is recognized ratably over the contract period. Cost of Revenue Cost of revenue represents expenses directly associated with the creation of revenue and costs of fulfilling services. These costs include contractual revenue sharing obligations resulting from our distribution arrangements ("distribution payments"), cost of traffic acquisition (primarily search engine marketing expense), display advertising expense, direct response television advertising expense, salaries, editorial costs, research costs, credit card processing fees, and allocated overhead. Distribution payments are made to website operators for visitors directed to our online network which we monetize through advertising, as well as for credit card offer clicks that are generated on our affiliated websites and monetized through our issuer network. Editorial costs relate to writers and editors who create original content for our online publications and associates who build web pages. Research costs include expenses related to gathering data on banking and credit products and consist primarily of compensation and benefits along with allocated overhead. 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, the assets held in the Rabbi Trust and our Senior Notes. Given their short term nature, the carrying amounts of cash and cash equivalents, accounts receivable and accrued interest approximate estimated fair value and are considered Level 1 investments. The assets held in the Rabbi Trust are invested in equity securities and are considered Level 1 investments. The Senior Notes are considered Level 2 investments and the Company uses market information in measuring the fair value. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. Contingent liabilities include contingent acquisition consideration in connection with certain earnout provisions included in certain of the Company’s acquisitions. The contingent liabilities are recognized at fair value on the acquisition date and remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of comprehensive income (loss). The fair value of the contingent acquisition consideration liability is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates of the contingent consideration absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent acquisition consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The contingent liabilities also include contingent deferred compensation in connection with certain of the Company’s acquisitions. These contingent liabilities are remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of comprehensive income (loss). The fair value of the contingent deferred compensation liability is based on the achievement of certain Adjusted EBITDA targets, tied to the participant’s employment, and is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates, absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent deferred compensation is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved and actual results could differ from those estimates. See Note 7 – Fair Value Measurements for further information. Goodwill The Company records the excess of purchase price over the fair value of the net tangible and identified intangible assets acquired as goodwill. The goodwill is tested for impairment annually, as well as when an event, or change in circumstances, indicates impairment may have occurred. In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (a likelihood of more than 50%) that the fair value of our reporting unit is less than its carrying amount. We perform this assessment annually, on October 1st of each year, or more frequently if facts and circumstances warrant a review, at the reporting unit level. If after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of the reporting unit is less than the carrying value then we conclude that we have no goodwill impairment and no further testing is performed, otherwise, we proceed to the two-step process. The first step under the two step process is to compare the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The reporting unit fair values are determined by using a weighted valuation approach among three different valuation methodologies consisting of an income approach and a market approach which is made up of the ‘guideline company method’ and the ‘reference transaction method’. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied value, an impairment loss equal to the difference will be recorded. See Note 4 – Goodwill and Intangible Assets for discussion of the 2016 and 2015 impairments. The Company followed the guidance in ASC 350-20-35 and performed the annual impairment test of goodwill as of October 1, 2016. Intangible Assets Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies acquired in connection with our acquisitions. Intangible assets are being amortized over their estimated useful lives on a straight-line basis. Estimated Useful Life Trademarks and domain names 2 -25 years Customer relationships 3 -15 years Affiliate relationships 1 -15 years Developed technologies 1 -10 years Impairment of Long-Lived Assets Including Intangible Assets with Finite Lives ASC 360, Property, Plant and Equipment, requires that long-lived assets, including intangible assets with finite lives, be amortized over their estimated useful life and reviewed for impairment. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of such assets by determining whether the carrying value will be recovered through the undiscounted expected future cash flows. If the undiscounted future cash flows are less than the carrying amount of such assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. See Note 4 – Goodwill and Intangible Assets for discussion of the 2016 impairment. There was no impairment of long-lived assets including intangible assets with finite lives for the years ended December 31, 2015 and 2014. Stock-Based Compensation We account for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. For awards with performance conditions, the probable outcomes of the performance conditions are assessed and if the conditions are determined as not probable to be achieved, no compensation cost will be recognized. If it is determined that the conditions are probable to be achieved, the related stock-based compensation expense is recognized over the requisite service period of the related awards. For awards containing market conditions, we estimate the fair value of the award using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend yield and the expected stock price volatility. See Note 8 – Stock-Based Compensation for further information regarding our stock-based compensation assumptions and expense. Website and Internal-Use Software Development Costs We account for website development costs under ASC 350-50, Intangibles—Goodwill and Other—Website Development Costs. ASC 350-50 provides guidance on the accounting for the costs of development of company websites, dividing the website development costs into five stages: (i) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (ii) the website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the website, (iii) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (iv) the content development stage, during which the information to be presented on the website, which may be either textual or graphical in nature, is developed, and (v) the operating stage, during which training, administration, maintenance and other costs to operate the existing website are incurred. The costs incurred in the website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use which are accounted for under ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The Company expenses all costs that relate to the preliminary project and post-implementation operation phases of development as product development expense. Costs incurred in the application development phase are capitalized until the project is completed and the asset is placed in service. The Company capitalized website and internal-use software development costs totaling approximately $4.6 million, $2.8 million and $2.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively, which are recorded as a component of other assets on the balance sheet. Upon being placed into service and transferred to furniture, fixtures and equipment these capitalized costs are amortized over a three year period. Marketing Expense Marketing expense represents costs associated with expanding brand awareness of our products and services to consumers, and include internet and print advertising, marketing and promotion costs and direct response and television advertising. Marketing expenses are expensed as incurred within cost of revenues and sales and marketing expense. During the years ended December 31, 2016 , 2015 and 2014 , we incurred approximately $117.7 million, $72.4 million and $56.6 million, respectively, in marketing and advertising expenses recorded in cost of revenue and marketing and sales expense. Cash and Cash Equivalents We state all cash and cash equivalents at cost, which approximates market value. We consider all short-term highly liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents. The carrying value of these investments approximates fair value. As of December 31, 2016 , our cash and cash equivalents consisted of approximately $175.8 million of operating cash subject to the $250,000 FDIC insured deposit limit, approximately $531,000 held in British pound sterling and approximately $350,000 in Chinese Renminbi. Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We look at historical write-offs and sales growth when determining the adequacy of the allowance. Should the financial condition of our customers deteriorate, resulting in an impairment of their ability to make payments, or if the level of accounts receivable increases, the need for possible additional allowances may be necessary. Any additions to the allowance for doubtful accounts are recorded as bad debt expense and included in general and administrative expenses. During the years ended December 31 , 2016 , 2015 and 2014 we charged approximately $183,000 , $265,000 and $130,000 , respectively, to bad debt expense. During the years ended December 31, 2016 , 2015 and 2014 we wrote off (net of recoveries) approximately $140,000 , $305,000 and ( $17,000 ) , respectively, of accounts deemed uncollectible. Furniture, Fixtures and Equipment Furniture, fixtures and equipment, including computers and software, are stated at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Expenditures related to maintenance and technical support are expensed as incurred. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the underlying lease term, not to exceed twenty years. Basic and Diluted Income (Loss) Per Share We compute basic income (loss) per share by dividing net income (loss) for the year by the weighted average number of shares outstanding for the year. Diluted income (loss) per share includes the effects of dilutive common stock equivalents, consisting of outstanding share-based awards, in accordance with ASC 718, Compensation—Stock Compensation, to the extent the effect is not antidilutive, using the treasury stock method. Deferred Financing Costs Deferred financing costs represent the costs incurred in connection with the issuance of debt, (i.e. legal fees, underwriting, accounting and other direct costs). When incurred, these costs are deferred and amortized to interest expense on the straight-line method, which approximates the effective interest method, over the term of the related debt. The deferred costs are presented on the consolidated balance sheets within long-term debt, net. See Note 11– Debt for additional information. Self-Insurance Reserves The Company is self-insured for certain losses relating to medical claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. These reserves are included in accrued expenses in the accompanying consolidated balance sheets. Deferred Compensation Plan During 2002, we established a non-qualified deferred compensation plan that permitted eligible employees to defer a portion of their compensation. The plan is no longer accepting additional deferrals. The deferred compensation liability (included in other non-current liabilities) was $229,000 and $227,000 at December 31, 2016 and 2015 , respectively. We have established a grantor trust (“Rabbi Trust”) to provide funding for benefits payable under our non-qualified deferred compensation plan. The assets held in the trust amounted to $178,000 and $173,000 at December 31, 2016 and 2015 , respectively, and are included in other assets. The Rabbi Trust’s assets consist of short-term cash investments and a managed portfolio of equity securities. These assets are included in other assets in the accompanying consolidated balance sheets. Income Tax Expense (Benefit) We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies varies, adjustments to the carrying value of the deferred tax assets and liabilities may be required. Valuation allowances are based on the “more likely than not” criteria of ASC 740. The accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We recognize interest and penalties on uncertain tax positions as a component of income tax expense. Foreign Currency Translation Our foreign operations generally use the local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the prevailing monthly average rate of exchange. The impact of currency fluctuations is recorded in accumulated other comprehensive loss as a currency translation adjustment. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other gains (losses) for foreign currency translation that, under accounting principles generally accepted in the United States, are excluded from net income (loss). Related Parties The Company receives consulting services related to research and development from Global Logic, Inc., a portfolio company of funds advised by Apax Partners L.P. We made payments to Global Logic of approximately $128,000 , $278,000 and $120,000 for the years ended December 31, 2016, 2015 and 2014, respectively. New Accounting Pronouncements Recently Adopted Pronouncements In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, “Income Statement—Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions, on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest—Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. We adopted ASU 2015-03 on January 1, 2016, as required. The Company’s $300.0 million senior unsecured notes due 2018 are presented at December 31, 2016 and December 31, 2015 net of deferred financing costs of $3.1 million and $4.9 million, respectively. Deferred financing costs were previously included in other assets in the consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance in this update provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references, or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805)—Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this guidance is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain specific cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted this ASU 2016-15 for the year ended December 31, 2016, as permitted and applied a retrospective method as required, impacting the classification of certain transactions on our statement of cash flows. Recently Issued Pronouncements, Not Adopted as of December 31, 2016 The FASB issued several updates o n 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 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 consolidated financial statements are issued and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements and related disclosures. 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 fis |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2016 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | NOTE 3 – FINANCIAL STATEMENT DETAILS Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, December 31, (In thousands) 2016 2015 Deferred receivable for business divestiture (a) $ 20,592 $ - Deferred payment in escrow (b) 7,928 - Prepaid income taxes 6,358 21,728 Other current assets 7,163 5,143 $ 42,041 $ 26,871 __________ (a) This deferred receivable is the December 31, 2016 present value of the $23.1 million to be paid to us on the second anniversary of the closing date of the sale of our Insurance business. As of December 31, 2015, the receivable was classified as non-current. (b) Represents an unpaid deferred payment for the Acquired NextAdvisor Business, held in escrow for indemnity obligations. Non-current assets Non-current assets consisted of the following: December 31, December 31, (In thousands) 2016 2015 Work-in-progress software development costs $ 2,398 $ 2,640 Deferred receivable for business divestiture (a) - 18,391 Other 3,166 2,096 $ 5,564 $ 23,127 __________ (a) This deferred receivable is the December 31, 2015 present value of the $23.1 million to be paid to us on the second anniversary of the closing date of the sale of our Insurance business. As of December 31, 2016, the receivable is classified as current. Furniture, Fixtures and Equipment Furniture, fixtures and equipment consisted of the following: December 31, December 31, (In thousands) 2016 2015 Furniture and fixtures $ 2,797 $ 1,239 Computers and software 22,629 20,425 Equipment 2,334 1,759 Leasehold improvements 7,194 2,793 34,954 26,216 Less accumulated depreciation and amortization 19,514 16,027 $ 15,440 $ 10,189 Depreciation expense was approximately $6.4 million, $4.4 million and $3.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively . Included in the depreciation expense for the year ended December 31, 2016 is a charge of $929,000 ( $585,000 net of tax) to accelerate the depreciation of certain assets that were removed from service during the year. This charge accounted for less than one cent of earnings per share. Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, (In thousands) 2016 2015 Accrued payroll and related benefits $ 12,022 $ 5,892 Due to distribution partners 5,998 6,041 Marketing 3,324 1,781 Acquisition, disposition and related expenses - 4,986 Other 6,543 7,138 $ 27,887 $ 25,838 Other Current Liabilities Other current liabilities consisted of the following: December 31, December 31, (In thousands) 2016 2015 Current acquisition related payables $ 3,695 $ 12,490 Other 2,816 2,191 $ 6,511 $ 14,681 Other Liabilities Other liabilities consisted of the following: December 31, December 31, (In thousands) 2016 2015 Noncurrent acquisition related payables $ 30,711 $ 3,906 Noncurrent deferred rent and lease obligation 4,137 29 Liability for uncertain tax positions 3,500 1,736 Other 1,450 200 $ 39,798 $ 5,871 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS During the second quarter 2016, management noted that the operating results of its Banking reporting unit had begun to track below plan, primarily due to macroeconomic trends impacting its deposit and display advertising businesses. This triggering event resulted in impairment testing as of June 30, 2016. It was concluded that the reporting unit’s goodwill was impaired and we recorded a $25.0 million impairment of its goodwill in the second quarter 2016, determined using the income and market approaches. The Banking reporting unit was tested for impairment again during our annual assessment and it was concluded that no further impairment had occurred. During 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 and reporting unit into the Banking reporting unit. Management determined that the revised strategy, reporting structure , change in the estimated useful life of Quizzle’s developed technology intangible asset and the performance of initiatives utilizing Quizzle resources, each represented triggering events for impairment testing at the pre-realigned Quizzle reporting unit. As a result, we completed Step 1 analysis of goodwill, which indicated that the fair value was lower than the reporting unit’s carrying value. In accordance with ASC 350-20-35-18, management elected to record an estimated goodwill impairment of $4.2 million as of September 30, 2016, subject to completing our review and finalizing Step 2 of the analysis during the fourth quarter 2016. D uring the fourth quarter 2016 , we completed Step 2 of the analysis , record ing an a dditional goodwill impairment of $2.4 million for the pre-realigned Quizzle reporting unit for the year ended December 31, 2016. The impairment amount was determined using the income and market approaches, and was based on a number of factors including the estimated fair value of developed technology, trademarks and customer relationships (all valued using an income approach) , as well as relevant market related data. Additionally, i t was determined that the intangible assets of our pre-realigned Quizzle business unit were impaired and we recorded an intangible asset impairment of $7.5 million for the year ended December 31, 2016. The Company followed the guidance in ASC 350-20-35 and performed the annual impairment test of goodwill as of October 1, 2016. In performing that test, it was noted that the carrying value of the Senior Care reporting unit exceeded its fair value. As a result, Step 2 was required to be performed. The implied fair value of goodwill was determined in the same manner as the amount of goodwill recognized in a business combination. We have determined the fair value of the reporting unit using the income and market approaches. We also determined the fair value of developed technology, domain names and customer relationships, using relevant market data. We recorded goodwill impairment of $4.0 million for the Senior Care reporting unit for the year ended December 31, 2016. During 2015, it was determined that a triggering event had occurred in our former Insurance business unit. We recorded a $35.0 million charge for the impairment of goodwill within our Insurance segment resulting from the difference between the net book value of the business segment and the estimated fair value of the business. During the annual goodwill impairment testing, on October 1, 2015, we performed the assessment for all reporting units, including Step 2 testing for the Insurance business unit, and concluded that there was no impairment of goodwill including any further impairment of the Insurance business unit. During the fourth quarter 2015, the Insurance business was disposed and as such, the results of the business are presented as a discontinued operation for all periods presented. During 2016, we acquired the NextAdvisor business, which is reported in our Credit Cards segment (see Note 1 2 —Acquisitions). Goodwill activity for the year s ended December 31, 2016 and 2015 is shown below: (In thousands) Credit C ard s Banking Senior Care Total Company Balance, January 1, 2015 $ 383,878 $ 138,127 $ 23,767 $ 545,772 Additions due to acquisitions - 21,021 751 21,772 Balance, December 31, 2015 $ 383,878 $ 159,148 $ 24,518 $ 567,544 Additions due to acquisitions 67,893 - - 67,893 Impairment charges - (31,632) (4,000) (35,632) Balance, December 31, 2016 $ 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 amortized over their estimated useful lives on both straight-line and accelerated bases. 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 The intangible asset impairment of $7.5 million, for Quizzle, is reflected in the table above, and consisted of approximately $7.0 million for developed technology, $410,000 for trademarks and domain names and $70,000 for customer relationships. Intangible assets subject to amortization were as follows as of December 31, 2015 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,461 $ (69,002) $ 130,459 17.1 Customer relationships 135,831 (84,183) 51,648 9.1 Affiliate relationships 12,670 (6,382) 6,288 10.3 Developed technologies 26,431 (9,060) 17,371 7.6 $ 374,393 $ (168,627) $ 205,766 13.3 Amortization expense for the years ended December 31, 2016 , 2015 and 2014 was approximately $35.9 million, $36.4 million and $30.7 million, respectively. Included in amortization expense for the year ended December 31, 2015 is an approximately $1.8 million charge to fully amortize certain domain names intangible assets that the Company determined were removed from service during the year. Future amortization expense as of December 31, 2016 is expected to be: Amortization (In thousands) Expense 2017 $ 34,534 2018 30,929 2019 22,277 2020 15,840 2021 13,446 Thereafter 75,093 Total expected amortization expense for intangible assets $ 192,119 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 5 – EARNINGS PER SHARE We compute basic earnings per share by dividing net income (loss) for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share includes the effects of dilutive common stock equivalents, consisting of outstanding stock-based awards, in accordance with ASC 718, Compensation – Stock Compensation, to the extent the effect is not anti-dilutive, using the treasury stock method. The following table presents the computation of basic and diluted earnings per share: Year ended December 31, December 31, December 31, (In thousands, except share and per share data) 2016 2015 2014 Net (loss) income from continuing operations $ (34,038) $ 16,842 $ 7,019 Net loss from discontinued operation, net of income taxes (96) (30,188) (1,847) Net (loss) income $ (34,134) $ (13,346) $ 5,172 Weighted average common shares outstanding for basic earnings (loss) per share 89,181,386 97,637,936 100,399,458 Additional dilutive shares related to share based awards - 2,085,596 2,017,815 Weighted average common shares outstanding for diluted earnings (loss) per share 89,181,386 99,723,532 102,417,273 Basic net (loss) income per share: Continuing operations $ (0.38) $ 0.17 $ 0.07 Discontinued operation - (0.31) (0.02) Basic net (loss) income per share $ (0.38) $ (0.14) $ 0.05 Diluted net (loss) income per share: Continuing operations $ (0.38) $ 0.17 $ 0.07 Discontinued operation - (0.30) (0.02) Diluted net (loss) income per share $ (0.38) $ (0.13) $ 0.05 As we incurred a loss from continuing operations for the year ended December 31, 2016, 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 that period. Accordingly, basic and diluted weighted average shares outstanding are equal for such period. The following were excluded from the calculation of diluted earnings per share because their impact would have been anti-dilutive: Year ended December 31, December 31, December 31, 2016 2015 2014 Restricted shares and restricted stock units 1,710,678 1,355,614 - Performance shares and performance stock units 195,682 1,658,379 1,020,720 Stock options 2,173,021 2,471,302 733,960 The restricted and performance shares, and restricted and performance stock units discussed above include only share and stock unit awards granted and exclude awards for which the number of shares to be awarded or paid are not yet determinable. |
Segment Information, Geographic
Segment Information, Geographic Data And Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Segments Information, Geographic Data And Concentrations [Abstract] | |
Segments Information, Geographic Data And Concentrations | NOTE 6 – SEGMENT INFORMATION, GEOGRAPHIC DATA AND CONCENTRATIONS No single country outside of the U.S. accounted for more than 10% of total revenue during the years ended December 31, 2016 , 2015 and 2014 . There were two customers that accounted for approximately 25% and 17% of total revenues each d uring the year ended December 31, 2016 . During the year ended December 31, 2015 , there were two customers that accounted for approximately 20% and 16% of total revenues each. In each year, the revenues from these customers were within multiple reporting segments. Th ere were two c ustomers in our Credit Cards segment with accounts receivable balances that constituted 24% and 11% of our consolidated accounts receivable as of December 31, 2016 . As of December 31, 2015 , there were two customers in our Credit Cards segment with accounts receivable balances that constituted 35% and 14% of our consolidated accounts receivable. Revenue related to the U.S. and international operations for the years ended December 31, are as follows: Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 USA $ 431,617 $ 368,424 $ 347,370 International 2,544 3,540 4,681 $ 434,161 $ 371,964 $ 352,051 Long-lived assets , net related to the U.S. and international operations as of December 31, are as follows: December 31, December 31, (In thousands) 2016 2015 USA $ 805,998 $ 780,576 International 1,366 2,923 $ 807,364 $ 783,499 Revenue generated through customer inquiry, display advertising and print publishing for the years ended December 31, was as follows: Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Consumer inquiry, including affiliate and other $ 412,166 $ 334,899 $ 308,640 Display advertising 18,151 32,931 38,367 Print publishing 3,844 4,134 5,044 $ 434,161 $ 371,964 $ 352,051 T he chief operating decision maker, the Company’s Chief Executive Officer, manages, assesses performance and allocates resources for the business based upon the separate financial information from the Company’s operating segments. In identifying its reportable segments, the Company also considered the nature of the services provided by its operating segments and other relevant factors. Senior Care does not meet the quantitative thresholds for a reportable segment, however management believes that information about the segment should be separately disclosed as it is useful to the readers of the financial statements . In evaluating and assessing performance of the Company’s operating segments, and when allocating resources to business units needed in accomplishing its strategic goals, the assets of the business units are not a primary consideration of the chief operating decision maker. 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 Restatement, the 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 m easures used by other companies . Year ended December 31, 2016 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA Credit Cards (A) $ 314,853 $ 117,612 $ 241,854 $ 113,644 $ 226,869 $ 92,227 Banking (B) 101,440 24,166 109,677 33,070 118,465 44,854 Senior Care 23,480 983 23,855 389 10,302 (2,581) Other (5,612) (27,964) (3,422) (19,980) (3,585) (16,700) Total Company $ 434,161 114,797 $ 371,964 127,123 $ 352,051 117,800 Less: Interest and other expenses, net (C) 19,677 22,279 20,816 Depreciation and amortization 42,247 40,843 34,502 Changes in fair value of contingent acquisition consideration (6,481) (421) 3,633 Stock-based compensation expense (D) 19,159 19,417 13,870 Legal settlements 5,345 3 1,403 Acquisition, disposition and related expenses 1,811 569 3,590 Restructuring charge (117) 5,616 - Impairment charges (E) 43,110 - - Restatement-related expenses (F) 7,853 11,432 23,586 NextAdvisor contingent deferred compensation (G) 6,205 - - China operations (H) 1,682 393 565 Impact of purchase accounting - 35 556 (Loss) income before income taxes $ (25,694) $ 26,957 $ 15,279 __________ (A) Includes the results of NextAdvisor since its acquisition in June 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 the years ended December 31, 201 6 and 2015 have been revised to reflect such change. (Quizzle was acquired in April 2015). (C) For the year ended December 31, 2015, includes a $703,000 charge for the exit of an office lease. (D) Excludes approximately $3.9 million and $3.2 million of stock based compensation costs for the years ended December 31, 2015 and 2014, respectively, related to the divestiture of our Insurance business during 2015. The costs related to our Insurance business are presented as a discontinued operation. (E) During the year ended December 31, 2016, $25.0 million, $6.6 million and $4.0 million was recorded for goodwill impairment to our Banking, pre-realigned Quizzle and Senior Care reporting units, respectively, and $7.5 million was recorded for intangible asset impairment to our pre-realigned Quizzle reporting unit. (F) Restatement-related expenses include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations. (G) Represents contingent deferred compensation expense related to the NextAdvisor acquisition. (H) 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 are recorded in accordance with our revenue recognition policy (see Note 2 – Summary of Significant Accounting Policies) and during the years ended December 31, 2016 , 2015 and 2014, included $6.3 million , $4.9 million and $5.3 million , respectively, of intra-segment revenue which are eliminated within Other. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | NOTE 7 – FAIR VALUE MEASUREMENT The carrying amounts of cash, accounts receivable and accrued interest approximate estimated fair value . In measuring the fair value of our long term debt, we used Level 2 market information. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. The following table presents estimated fair value, and related carrying amounts, as of: December 31, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 295,721 $ 302,250 $ 293,284 $ 297,000 __________ ( A ) The carrying amount of long term debt is net of original issue discount and deferred financing fees. We make recurring fair value measurements of our contingent acquisition consideration using Level 3 unobservable inputs. We recognize the fair value of contingent acquisition consideration based on its estimated fair value at the date of acquisition using discounted cash flows , Monte Carlo simulations or probability weighted-expected return model . S ubsequent adjustments to the fair value are due to either the passage of time as we approach the payment date or changes to management’s estimates of the projected results of the acquired business. In determining the fair value of contingent acquisition consideration, we review current results of the acquired business along with projected results for the remaining earnout period , to calculate the expected contingent acquisition consideration to be paid using the agreed upon formula as laid out in the acquisition agreements. The fair value of the contingent acquisition consideration liability will be adjusted based on the change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate , or changes in the forecasted results as we approach the payment dates of the contingent consideration absent any significant changes in assumptions related to the valuation or the probability of payment . In addition, we make recurring fair value measurement of a contingent acquisition deferred compensation liability 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 . S ubsequent 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 deferred compensation to be paid using the agreed upon formula as laid out in the acquisition agreement. The fair value of the contingent acquisition deferred compensation liability 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 of the contingent acquisition deferred compensation absent any significant changes in assumptions related to the valuation or the probability of payment . 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 1 8 % 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 acquisition deferred compensation and certain contin g ent acquisition consideration liabilities. We used 4.5% percent as our cost of debt in these valuations as of December 31, 2016 . The fair value calculated as of December 31, 2016 is subject to sensitivity as it relates to the projected results of the acquired businesses, which are uncertain in nature. Each calculation is based on a separate formula and results that differ from our projections could impact the fair value significantly. The following tables present our fair value measurements of our contingent acquisition consideration , contingent acquisition deferred compensation and the assets of our non-qualified deferred compensation plan as of December 31, 2016 and 2015 using the fair value hierarchy. 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: Assets: 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 Fair Value Measurement at December 31, 2015 Using (In thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring fair value measurement: Investments of the non-qualified deferred compensation plan $ 173 $ - $ - $ 173 Total asset recurring fair value measurements $ 173 $ - $ - $ 173 Liabilities: Contingent acquisition consideration $ - $ - $ 9,107 $ 9,107 Total liabilities recurring fair value measurements $ - $ - $ 9,107 $ 9,107 The following table sets forth a reconciliation of changes in the fair value of our contingent acquisition consideration Level 3 financial liabilities : Year ended December 31, (In thousands) 2016 2015 2014 Balance, January 1, $ 9,107 $ 19,028 $ 38,762 Additions to Level 3 37,293 3,747 1,930 Transfers into Level 3 - - - Transfers out of Level 3 - - - Change in fair value (6,481) (421) 3,633 Payments (9,208) (13,247) (25,297) Balance, December 31, $ 30,711 $ 9,107 $ 19,028 The current portion of the contingent acquisition consideration liability is recorded in other current liabilities and the non-current portion is recorded in other liabilities. During the year ended December 31, 201 6 , the Company changed certain estimates of the projected results of acquired businesses that resulted in a decrease in the fair value of contingent acquisition consideration and a benefit to operating income of approximately $7.9 million. The Company also recorded an expense of approximately $1.5 million related to the passage of time. During the year ended December 31, 2015 , the Company changed certain estimates of the projected results of acquired businesses that resulted in a decrease in the fair value of contingent acquisition consideration and a benefit to operating income of approximately $2.5 million. The Company also recorded an expense of approximately $2.1 million related to the passage of time. During the year ended December 31, 2014, the Company changed certain estimates of the projected results of acquired businesses that resulted in an increase in the fair value of contingent acquisition consideration and a charge to operating income of $530,000 . The remaining $3.1 million recorded in the change in fair value of contingent acquisition consideration during the year ended December 31, 2014 related to the passage of time. As of December 31, 2016 , the possible contingent acquisition consideration payouts from our acquisitions range from zero to $1 64 . 1 million, depending on the achievement of certain targets by the acquired operations. The following table sets forth a reconciliation of changes in the fair value of our contingent acquisition deferred compensation Level 3 financial liabilities : Year ended December 31, (In thousands) 2016 2015 2014 Balance, January 1, $ - $ - $ - Additions to Level 3 - - - Transfers into Level 3 - - - Transfers out of Level 3 - - - Change in fair value 869 - - Payments - - - Balance, December 31, $ 869 $ - $ - The current portion of the contingent acquisition deferred compensation liability is recorded in other current liabilities and the non-current portion is recorded in other liabilities. 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 year ended December 31, 2016 , we recorded an expense of $869,000 for the change in fair value of contingent acquisition deferred compensation , which consists of a $1.1 million increase related to the passage of time ; partially offset by a decrease in the fair value of $255,000 due to the chang e certain estimates of the projected results . As of December 31, 2016 , the possible contingent acquisition deferred compensation payout ranges from zero to $11.4 million, depending on the achievement of certain Adjusted EBITDA targets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 8 – STOCK-BASED COMPENSATION Our stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of non-qualified stock options, restricted stock and performance - based restricted shares or units . We typically settle stock-based awards with treasury shares. In August 2015, the Company ’s stockholders approved the 2015 Equity Compensation Plan (the “2015 Plan”), replacing the former 2011 Equity Compensation Plan (the “2011 Plan”), to grant stock-based awards for up to 8.0 million s hares of our common stock. Under the 2015 Plan, the Compensation Committee of the Board of Directors or another Committee or delegate designated by the Board of Directors or Compensation Committee has the sole authority to determine who receives such grants, the type, size and timing of such grants, and to specify the terms of such awards . The purpose of the 2015 Plan is to attract and retain officers, employees and non-employees, to provide such persons incentives and rewards and to align the participants’ economic interests with that of our stockholders. As of December 31, 2016 , approximately 6.2 million s hares were available for future issuance under the 2015 plan. During the year ended December 31, 2016, there were no significant modifications to stock options or stock awards. During the year ended December 31, 2015, the Company modified certain stock options and stock awards for approximately 40 individuals, granted in 2013, 2014 and 2015, related to the sale of its Insurance business and its restructuring initiatives . The modification resulted in an acceleration of the vesting periods of restricted and performance-based stock awards and an extension of the exercise period of the stock options . These modifications resulted in an additional expense of $9.7 million for t he year ended December 31, 2015, of which, $6.3 million is recorded as a component of the net loss from discontinued operation and $3.4 million is recorded as a component of restructuring expense. During the year ended December 31, 2014, the Company modified certain stock awards granted to an executive in 2011 and 2014. The modification resulted in an extension of the exercise period of current vested stock options and accelerated vesting of certain restricted stock grants. These modifications resulted in additional compensation expense of $147,000 for the year ended December 31, 2014. The stock-based compensation expense for stock awards recognized in our consolidated statements of comprehensive income (loss) for the years ended December 31, 2016 , 2015 and 2014 is as follows: Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Cost of revenue $ 1,890 $ 1,392 $ 1,275 Sales and marketing 1,741 2,427 1,558 Product development and technology 4,113 3,503 2,203 General and administrative 11,415 12,095 8,834 Total stock-based compensation $ 19,159 $ 19,417 $ 13,870 Stock compensation expense includes $1.3 million for the year ended December 31, 2016, related to performance-based restricted share grants that are classified as a liability until the number of shares is determinable. This amount is included in the performance-based restricted share expense discussed below. These grants vest on their determination date, ratably over three years. The stock-based compensation expense presented in the table above excludes approximately $3.9 million and $3.2 million for the years ended December 31, 2015 and 2014, respectively, related to our divestiture of the Insurance business in 2015. The costs related to the Insurance business are presented as a discontinued operation. Restricted Stock Restricted stock awards granted in 2016, 201 5 and 201 4 primarily vest in equal installments on the first, second and third anniversaries of the grant date subject to continued employment through the applicable vesting date. Restricted stock with one- or two-year cliff vesting terms were also issued during 2 014. These restricted stock grants are valued based on the market price of the common stock on the date of grant. Compensation expense arising from restricted stock grants with cliff vesting is recognized using the straight line method over the requisite service period. The following table summarizes restricted stock award activity for the years ended and grants outstanding as of December 31: Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2014 973,193 $ 15.66 Granted 1,688,632 13.98 Vested and released (336,395) 15.39 Forfeited (163,048) 15.50 Balance, December 31, 2014 2,162,382 14.40 Granted 1,557,283 12.36 Vested and released (1,402,856) 13.85 Forfeited (426,430) 13.42 Balance, December 31, 2015 1,890,379 13.35 Granted 78,646 11.82 Vested and released (828,802) 13.53 Forfeited (101,939) 12.23 Balance, December 31, 2016 1,038,284 $ 12.86 Stock-based compensation expense for the years ended December 31, 2016 , 2015 and 2014 included approximately $9.6 million, $14.2 m illion and $7.7 million r elated to restricted stock awards, respectively. The total fair value of restricted stock awards that vested during the years ended December 31, 2016 , 2015 and 2014 was $11.2 million, $19.4 million and $5.2 million, respectively. As of December 31, 2016 , there was $7.8 million of unrecognized compensation cost related to non-vested restricted stock awards, expected to be recognized over a weighted average period of approximately 0.8 years. Restricted Stock Units During the year ended December 31, 2016 , restricted stock units were awarded that vest ratably over a three year period following the date of the grant. Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 2,581,647 8.27 Forfeited (183,598) 8.31 Balance, December 31, 2016 2,398,049 $ 8.27 Stock-based compensation expense related to restricted stock units for the year ended December 31, 2016 was approximately $4.8 million. As of December 31, 2016 , there was unrecognized compensation cost related to non-vested restricted stock units of $15.0 million, net of forfeitures, which is expected to be recognized over an estimated weighted average period of 1.2 years. Performance- Based Restricted Shares During 2015, we granted performance- based restricted share awards that include a performance condition, with the number of shares ultimately issued determined based on the Company’s Adjusted EBITDA for the two years ending December 31, 2016. The granted amount represents the maximum amount of the award at 150% of the target and the total number of shares ultimately issued can range from 0% to 100% of the granted amount. No expense has been recognized for this 2015 award as the performance condition has not been met. During 2014, we granted performance- based restricted share awards, which included a performance condition pursuant to which the number of shares ultimately issued were determined based on the Company’s aggregate performance for the two years ending December 31, 2015. Performance shares were also granted to Steven Barnhart, who was hired as an interim Chief Financial Officer of the Company during 2014 , with a performance condition of being appointed Chief Financial Officer, which has been satisfied . Shares granted are to vest in five equal installments on each of the first five anniversaries of March 12, 2014, which is the date on which Mr. Barnhart wa s appointed Chief Financial Officer on a non-interim basis. Stock-based compensation expense related to performance- based restricted shares for the year s ended December 31, 2016 and 2015 was approximately $2.0 million and $2.3 million , respectively . We did no t record stock-based compensation expense related to performance- based restricted shares during the year ended December 31, 2014. The total fair value of performance-based restricted share awards that vested during the years ended December 31, 2016 and 2015 was $1.5 million and $2.3 million, respectively. No shares vested during 2014. As of December 31, 2016 , there was unrecognized compensation expense related to non-vested performance stock awards of $1.1 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.2 years. Performance- based shares activity and grants outstanding were as follows for the years ended and as of December 31: Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2014 419,500 $ 14.77 Granted 1,217,145 15.77 Vested/Earned - - Forfeited (196,425) 16.06 Unearned (419,500) 14.77 Balance, December 31, 2014 1,020,720 15.71 Granted 1,394,288 12.73 Vested/Earned (152,082) 15.06 Forfeited (528,506) 14.41 Unearned (516,002) 16.06 Balance, December 31, 2015 1,218,418 12.80 Granted - - Vested/Earned (97,614) 15.33 Forfeited (95,134) 13.22 Balance, December 31, 2016 1,025,670 $ 12.52 Performance-Based Restricted Stock Units During 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 consolidated financial statements for its fiscal year 2017 is completed and (ii) the date on which the final calculation of the relative total shareholder return factor is made by the Compensation Committee of the Board of Directors; and 50% on the third anniversary of the grant date. The granted amount represents the target amount of performance-based restricted stock units to be awarded. The amount awarded is determined based on the Company’s financial performance metric, Adjusted EBITDA. The total number of performance-based restricted stock units earned based on the financial performance metric can range from 0% to 150% of the target amount. The total shareholder return factor could further adjust the number of performance-based restricted stock units earned by a maximum increase or decrease of 25% . Stock-based compensation expense related to the performance-based restricted stock units for the year ended December 31, 2016 was $1.9 million. As of December 31, 2016 , there was unrecognized compensation expense related to non-vested performance-based restricted stock units of $3.8 million, net of forfeitures, which is expected to be recognized over an estimated weighted average period of 1.8 years. The grant date fair value of performance-based restricted stock units incorporates a total-stockholders return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index of peers. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s performance-based restricted stock unit awards are outlined below. Year ended December 31, 2016 Expected volatility of stock price 56.35% Risk-free interest rate 0.94% Valuation period 2.06 years Dividend yield 0.00% Performance-based restricted stock unit activity was as follows for the year ended December 31 : Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 896,711 9.21 Forfeited (62,778) 9.21 Balance, December 31, 2016 833,933 $ 9.21 Stock Options We use the Black-Scholes option pricing model to determine the fair value of our stock options. The determination of the fair value of the awards on the date of grant using an option-pricing model is affected by the price of our common stock, as well as assumptions regarding a number of complex and subjective variables , and is considered a Level 3 unobservable input . These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, expected dividends and the estimated forfeiture rate. We estimated the expected term of outstanding stock options by considering the vesting term and the contractual term of the option, as well as the historical option exercise behavior of employees, as illustrated in ASC 718, Compensation—Stock Compensation. The estimated volatility of our common stock is determined based on facts and circumstances at the time of the grant, along with the historical trading volatility of our stock. For stock option grants issued prior to 2014, we used the simplified method to estimate the expected term for employee stock option grants and we previously estimated the volatility of our common stock by using an average of historical stock price volatility of publicly traded entities that are considered peers to Bankrate in accordance with ASC 718. We based the risk-free interest rate used in the option pricing model on U.S. Treasury constant maturity issues having remaining terms similar to the expected terms of the options. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest. All share-based payment awards are recognized on a straight-line basis over the requisite service periods, which is generally the vesting period. During the fourth quarter of 201 6 , we evaluated our forfeiture rate based on historical experience and updated the forfeiture rate from 8% to 12% . If factors change and we employ different assumptions for estimating share-based compensation expense in future periods or if we decide to use a different valuation model, the future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net income and net income per share. Stock options granted contained a contractual term of seven year s. Stock option activity and grants outstanding were as follows for the years ended and as of December 31: Number of Exercise Price Weighted Average Aggregate Options Per Share Exercise Price Intrinsic Value Balance, January 1, 2014 5,058,543 $ 11.05 - 24.25 $ 15.70 $ 13,167,000 Granted - - - Exercised (1,520,938) 11.05 - 18.08 15.01 Forfeited (174,866) 14.32 - 23.71 16.79 Expired (537,030) 14.32 - 23.71 15.53 Balance, December 31, 2014 2,825,709 11.05 - 24.25 16.04 85,250 Granted - - - Exercised (98,716) 11.05 - 15.00 14.27 Forfeited (54,746) 11.05 - 24.25 15.47 Expired (170,321) 15.00 - 24.25 17.26 Balance, December 31, 2015 2,501,926 11.05 - 22.39 16.04 86,326 Granted - - - Forfeited - - - Expired (1,546,986) 11.05 - 22.39 15.57 Balance, December 31, 2016 954,940 $ 12.55 - 22.39 $ 16.81 $ - The following table summarizes our options outstanding and options currently exercisable. As of December 31, 2016 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 4.0 $ - Options exercisable 902,845 16.60 4.0 - The aggregate intrinsic value of stock options outstanding in the table above is calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period ( $11.05 at December 31, 2016 ) and the exercise price of the stock options multiplied by the number of shares underlying options with exercise prices less than the closing price on the last trading day of the reporting period. Stock compensation expense related to stock option awards for the year ended December 31, 2016 , 2015 and 2014 was $800,000 , $2.9 million and $6.2 million, respectively. Pursuant to the income tax provisions of ASC 718, we follow the “long-haul method” of computing our hypothetical additional paid-in capital, or APIC, pool. Approximately 88,000 stock options vested during the year ended December 31, 201 6 . The intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $83,000 and $8.2 million, respectively. As of December 31, 2016 , approximately $400,000 of total unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards is expected to be recognized over a weighted average period of 0.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and require significant judgment. With few exceptions, we are no longer subject to U.S. federal, state and local, and non-U.S. income tax examinations by tax authorities for the years before 201 2 . While we are currently under examination by various state and local tax authorities, we believe that there will be no material changes to the Company’s income tax liability as a result of these audits in the next twelve months. The following is a summary of tax jurisdictions under audit: Jurisdictions Tax Year(s) U.S. Federal 2013 , 2014 & 2015 New York State 2012 , 2013 & 2014 New York City 2013 & 2014 Tennessee 2011 & 2012 The components of income (loss) from continuing operations before income taxes were as follows: Year ended December 31, (In thousands) 2016 2015 2014 U.S. $ (23,807) $ 28,961 $ 17,867 International (1,887) (2,004) (2,588) Income (loss) from continuing operations $ (25,694) $ 26,957 $ 15,279 The components of the income tax expense (benefit) from continuing operations are as follows: Year ended December 31, (In thousands) 2016 2015 2014 Current: Federal $ 9,127 $ 25,428 $ 9,752 State 1,651 1,806 (1,155) Total current 10,778 27,234 8,597 Deferred: Federal (1,161) (16,654) (2,306) State (1,273) (465) 1,969 Total deferred (2,434) (17,119) (337) Total income tax expense $ 8,344 $ 10,115 $ 8,260 The difference between income tax expense (benefit) computed at the statutory rate and the reported income tax (benefit) expense from continuing operations is as follows: Year ended December 31, (In thousands) 2016 2015 2014 Income taxes at statutory rate $ (8,993) $ 9,434 $ 5,348 State income taxes, net of federal benefit (1,028) 1,534 1,727 Foreign losses 101 134 342 Permanent items (442) (262) 6,287 Goodwill impairment 10,150 - - Adjustments to income tax payable - (256) (591) Uncertain tax positions 1,637 (1,202) (8,441) Adjustment to deferred tax assets - 1,685 488 Rate changes (658) (1,310) (647) IRS and state audits 863 - 407 Stock compensation 6,066 920 1,975 State amended tax returns (734) (253) (684) IRC Sec. 481(a) adjustment - (886) 916 Valuation allowance 1,497 613 1,133 Other (115) (36) - $ 8,344 $ 10,115 $ 8,260 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following: December 31, December 31, (In thousands) 2016 2015 Allowance for doubtful accounts $ 48 $ 56 Accrued expenses 7,535 4,747 Prepaid expenses - (1,158) Intangibles acquired (76,230) (79,230) Depreciation and amortization 44,461 39,567 Stock compensation 8,383 13,777 Net operating loss carryforwards 13,405 17,125 Capital loss carryforward 11,125 11,522 Valuation allowance (16,514) (15,501) Accrued earnout contingencies 2,669 1,543 Total noncurrent deferred tax liabilities (5,118) (7,552) Total net deferred tax liabilities $ (5,118) $ (7,552) Total deferred tax assets and total deferred tax liabilities components of net deferred tax liabilities are as follows: December 31, December 31, (In thousands) 2016 2015 Deferred tax assets: Total noncurrent deferred assets $ 72,517 $ 74,169 72,517 74,169 Deferred tax liabilities: Total noncurrent deferred liabilities $ (77,635) $ (81,721) (77,635) (81,721) Total net deferred tax liabilities $ (5,118) $ (7,552) As of December 31, 2016 and 2015 , we had net operating loss carry forwards of $7.4 million and $11.8 million , respectively, tax effected for both years, for federal income tax purposes. The federal net operating loss carry forwards are subject to the limitations under Internal Revenue Code Section 382. In addition, as of December 31, 2016 and 2015 , we had net operating loss carry forwards of $3.8 million and $3.0 million, tax effected, respectively, for state income tax purposes. These federal and state net operating loss carry forwards will begin to expire in varying amounts starting in 2021 . As of December 31, 2016 and 2015 , the Company had a valuation allowance of $3.2 million and $2.0 million tax effected, respectively, related to state net operating loss carry forwards. As of December 31, 2016 there is a full valuation allowance of our capital loss carryforward of $11. 1 million. As of December 31, 2016 there is a full valuation allowance of our foreign net operating loss carry forwards of $2.2 million, tax effected. Total valuation allowance increased $1.0 million during 2016 . All the valuation allowances will be reduced when, and if, the Company determines that there is positive evidence that the loss carry forwards will be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of December 31, 2016 , 2015 and 2014 , $3.5 million, $1.7 million and $5.2 million of our total net unrecognized tax benefits , including interest and penalties, is classified as other liabilities , and as of December 31, 2016 and 2015, $2.1 and $2.2 million , respectively, is classified as non-current deferred tax liabilit ies in the consolidated balance sheets. A reconciliation of the change in beginning and ending amounts of unrecognized tax benefits is as follows: Year ended December 31, (In thousands) 2016 2015 2014 Unrecognized tax benefits, beginning balance $ 3,917 $ 5,087 $ 12,914 Additions for prior year tax positions 166 - 1,725 Reductions for prior year tax positions (127) (1,126) (9,552) Reductions for lapse in statute - (277) - Reductions for settlements - - - Additions for current year tax positions 1,495 233 - Unrecognized tax benefits, ending balance $ 5,451 $ 3,917 $ 5,087 During the year ended December 31, 2016 , the Company recorded a net in crease to unrecognized tax benefits of approximately $1.5 m illion. During the year ended December 31, 2015 , the Company recorded a net de crease to unrecognized tax benefits of approximately $1.2 million. During the year ended 2014 , the Company recorded a net in crease to unrecognized tax benefits of approximately $7.8 million. A liability for unrecognized tax benefits is recorded as either a current or non-current liability, depending on whether the Company will make payments in the next twelve months. Substantially all of the unrecognized tax benefits balance, if recognized would affect the Company’s effective income tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of our income tax expense (benefit). Accrued interest and penalties included in unrecognized tax benefits during the years ended December 31, 2016 , 2015 and 2014 , were $104,000 , ($33,000 ) a nd ($614,000) , respectively. Total accrued interest and penalties related to unrecognized tax b enefits as of December 31, 2016 and 2015 are $15 8 ,000 and $54,000 , respectively . |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 1 0 – 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, liq uidity 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 provide d 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 As 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. Leases We lease office space in certain cities in the United States and the United Kingdom. These leases are accounted for as operating leases. Total rent expense for the years ended December 31, 2016 , 2015 and 2014 was approximately $3.9 million, $3.5 million and $2.9 million, respectively. We recognize rent expense for operating leases on a straight-line basis over the applicable lease term. Certain of our office facilities’ leases contain escalation clauses , step rent provisions , lease renewals and lease incentives, including periods of free rent and construction allowances from landlords to be applied against necessary leasehold improvements. These lease incentives are treated as components of deferred rent and amortized over the term of the lease as reductions to rent expense. The lease incentives are reflected as components of other current liabilities and other liabilities on the consolidated balance sheets. We consider lease renewals in the useful life of our leasehold improvements when such renewals are reasonably assured. We take these provisions into account when calculating minimum aggregate rental commitments under non-cancelable operating leases. Future minimum lease payments under non-cancelable operating and capital leases and having initial lease terms in excess of one year as of December 31, 2016 were: (In thousands) Operating leases Year ending December 31, 2017 $ 3,240 2018 3,593 2019 3,119 2020 2,828 2021 2,865 Thereafter 13,434 Total minimum lease payments $ 29,079 Other Commitments We have executed employment agreements with 36 employees, including our President and Chief Executive Officer and other senior executives. Each employment agreement provides for a minimum annual base salary, an annual bonus contingent on our achieving certain performance criteria, and severance provisions ranging from six months to one year's annual base salary. Under the terms of the employment agreements, the individuals are entitled to receive minimum severance amounts of approximately $6.3 million in the aggregate as of December 31, 201 6 . Defined Contribution Plan We sponsor a defined contribution savings plan that provides eligible employees the ability to accumulate funds for retirement. We provide employer safe harbor contributions up to the maximum legally permitted amount per eligible participant, as specified by the IRS and our plan document. Our contributions to the plan were approximately $1.7 million, $1.4 million and $981,000 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt [Abstract] | |
Debt | NOTE 1 1 – DEBT Senior Notes The Company’s $300.0 million 6.125% senior unsecured notes due August 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”). Additionally, if the Company experiences a Change of Control Triggering Event (as defined in the Senior Notes Indenture), the Company must offer to purchase all of the Senior Notes at a price in cash equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase. The Senior Notes Indenture contains covenants (including, but not limited to, covenants restricting the payment of dividends and incurrence of additional indebtedness) and events of default customary for transactions of this type and has no financial maintenance covenant. All obligations under the Senior Notes are guaranteed by the Guarantors (as defined below). The following table presents interest expense, amortization of original issue discount and amortization of deferred financing costs, related to the Senior Notes: Year ended (in thousands) December 31, 2016 December 31, 2015 December 31, 2014 Interest expense $ 18,375 $ 18,375 $ 18,375 Original issue discount 655 615 577 Deferred financing costs 1,788 1,622 1,292 The following original issue discount and deferred financing costs related to the Senior Notes remain to be amortized: (in thousands) December 31, 2016 December 31, 2015 Original issue discount $ 1,133 $ 1,788 Deferred financing costs 3,147 4,928 The deferred financing costs balance s at December 31, 2016 and 2015 include the consent consideration paid in 2015 and 2014, pursuant to the second and third supplemental indenture described below, which was recorded as deferred financing costs and is being amortized over the remaining term of the Senior Notes. The Company had a balance of approximately $295.7 million and $293.3 million in Senior Notes, net of amortization, as of December 31, 2016 and 2015 , respectively, recorded on the accompanying consolidated balance sheets. The following table provides contractual maturities of the Company’s corporate debt at December 31, 2016 : (in thousands) Amount 2017 $ - 2018 295,721 2019 - 2020 - 2021 - Thereafter - $ 295,721 As previously reported in the Company’s Current Report on Form 8-K dated November 14, 2014, pursuant to the Second Supplemental Indenture, dated as of November 14, 2014 (the “Second Supplemental Indenture”), by and among the Company, certain subsidiaries of the Company party thereto as guarantors and Wilmington Trust, National Association, as trustee, the Company obtained an extension of the time permitted to deliver the requisite financial information for the quarter ended September 30, 2014 and, subject to payment by the Company of an additional consent fee (as described in the Supplemental Indenture), for the year ended December 31, 2014. The Company paid this additional consent fee on March 31, 2015. In total, the Company paid $708,855 in consent fees to holders of the Senior Notes in connection with the execution and effectiveness of the Second Supplemental Indenture. As previously reported in the Company’s Current Report on Form 8-K dated May 15, 2015, pursuant to the Third Supplemental Indenture, dated as of May 11, 2015 (the “Third Supplemental Indenture”), by and among the Company, certain subsidiaries of the Company party thereto as guarantors and Wilmington Trust, National Association, as trustee, the Company obtained an extension of the time permitted to deliver the requisite financial information for the quarters ended September 30, 2014 and March 31, 2015 and for the year ended December 31, 2014. In total, the Company paid $374,000 in consent fees to holders of the Senior Notes in connection with the execution and effectiveness of the Third Supplemental Indenture. Our Senior Notes Indenture and Revolving Credit Facility generally permit us to apply the net cash proceeds of approximately $130.0 million from the sale of our Insurance business to prepay outstanding debt and/or invest in assets useful to our business, in each case, within 365 days of our receipt of such net cash proceeds (subject, in the case of any investment, to a further 180-day extension under certain circumstances). If we do not apply such net cash proceeds in the manner and within the time period described above and the amount of unapplied net cash proceeds exceeds $10.0 million, we will be required to offer to purchase a portion of our outstanding Senior Notes using those unapplied net cash proceeds at an offer price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, up to but not including, the date of purchase. As of Dec ember 3 1 , 2016, it was determined that there were less than $10.0 million in unused net cash proceeds from the sale of our Insurance business that had not been applied as described above. Revolving Credit Facility In August 2013, the Company entered into a $70.0 million revolving facility (“Revolving Credit Facility”) , matur ing May 17, 2018 , among the Company, as borrower, certain subsidiaries of the Company, as guarantors (the “Guarantors”), the lenders party thereto (the “Lenders”), Royal Bank of Canada, as administrative agent, and the other parties thereto. The proceeds of any loans made under the Revolving Credit Facility can be used for ongoing working capital requirements and other general corporate purposes, including the financing of capital expenditures and acquisitions. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (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, the Company must pay a commitment fee to the Lenders in respect of their average daily unused amount of revolving commitments at a rate that ranges from 0.375% to 0.500% per annum depending on the Company’s consolidated total leverage ratio. These commitment fees are recorded in interest expense. T he Company may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans). The Revolving Credit Facility contains customary affirmative and negative covenants (including, but not limited to, covenants restricting the payment of dividends and incurrence of additional indebtedness) and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00 :1.00 as of the last day of any quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. The Company was in compliance with all required covenants as of December 31, 201 6 . All obligations under the Revolving Credit Facility 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. Interest expense for the commitment fees and amortization of deferred financing costs related to the Revolving Credit Facility were as follows: Year ended (in thousands) December 31, 2016 December 31, 2015 December 31, 2014 Interest expense $ 341 $ 298 $ 353 Deferred financing costs 339 339 339 The following deferred loan fees related to the Revolving Credit Facility remain to be amortized: (in thousands) December 31, 2016 December 31, 2015 Deferred financing costs $ 450 $ 754 As of December 31, 2016 , the Company had $69.4 million available capacity for borrowing under the Revolving Credit Facility and there were $593,000 in letters of credit issued against the facility . On November 6, 2014, the Company announced it had obtained a waiver under the Revolving Credit Facility with respect to compliance with its obligation to deliver the requisite financial information thereunder for the quarter ended September 30, 2014. On March 24, 2015, the Company announced it had obtained a waiver under the Revolving Credit Facility with respect to compliance with its obligation to deliver the requisite financial information thereunder for the year ended December 31, 2014. On May 11, 2015, the Company announced it had obtained a waiver under the Revolving Credit Facility with respect to compliance with its obligation to deliver the requisite financial information thereunder for the quarter ended March 31, 2015. The Company did not pay a consent fee to the lenders under the Revolving Credit Facility in connection with any of the foregoing waivers. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 1 2 – ACQUISITIONS Year Ended 2016 On June 17, 2016 , we completed the acquisition of certain assets of Next Advisor, Inc. (the “Acquired NextAdvisor Business”), an 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 increase 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 consolidated results from the acquisition date. The acquisition is accounted for as a business combination . 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 into 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 current assets and is be ing amortized into compensation expense over the period earned. As of Dec ember 3 1 , 201 6, approximately $4.0 million was paid from escrow to the seller. The transaction called for cash consideration as well as a series of contingent payments based on the achievement of Adjusted EBITDA targets. 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. This contingent consideration has a maximum potential earnout of approximately $13 4 . 1 million if all related targets are achieved, and is payable in either cash or shares of the Company’s stock. Subsequent changes to the fair value of the contingent acquisition consideration are recorded as changes in fair value of contingent acquisition consideration ; see Note 7 – Fair Value Measurement. We recorded approximately $6 7 . 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 drive traffic to other Bankrate-owned websites, and future economic benefits arising from other assets acquired that could not be individually identified 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 trademarks and internet domain name, customer relationships, and the non-compete covenant were valued using the income approach, and the developed technology was valued using cost methodology. Approximately $30.0 million was recorded as intangible assets with estimated weighted average useful lives of 7 years , consisting of customer relationships for $22.2 million, trademarks and internet 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 valued at cost , which approximates fair value . The following table presents the 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 and 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, net income and adjusted EBITDA generated from the date of acquisition through Dec ember 3 1 , 2016 by the Acquired NextAdvisor Business included in our c onsolidated s tatement of c omprehensive i ncome ( l oss) are approximately $29.1 million, $5.3 million and $7.8 million, respectively. Unaudited pro forma revenue, net income, weighted average shares and net income (loss) of the Company, assuming the Acquired NextAdvisor Business occurred January 1, 2015, for the year ended December 31 , 2016 and 2015: Year ended December 31, December 31, (In thousands, except share and per share data) 2016 2015 Total revenue $ 460,954 $ 439,632 Net income (loss) $ (28,259) $ 8,731 Weighted average shares: Basic 89,531,542 97,988,092 Diluted 89,531,542 100,073,688 Earnings (loss) per share: Basic $ (0.32) $ 0.09 Diluted $ (0.32) $ 0.09 The Acquired NextAdvisor Business results for 2015 included in the pro forma table above include a limited, one-time credit card marketing program benefit that was not expected to reoccur in 2016, and which was taken into account and discounted in the acquisition modeling. Year Ended 2015 On April 1, 2015 we acquired Quizzle, LLC and during 2015 we also acquired certain assets and assumed certain liabilities of certain other entities. The acquisitions are not individually significant to the Company’s net assets and results of operations. These acquisitions had an aggregate purchase price of $40.3 million, including $6.9 million in fair value of deferred payments and $2.7 million in fair value of contingent acquisition consideration. The acquisitions were accounted for under purchase accounting and are included in our consolidated results from the acquisition dates. The financial results of the acquired businesses are immaterial individually and in aggregate to our net assets and results of operations. We recorded $21.8 million in goodwill and $19.2 million of intangible assets related to these acquisitions with estimated weighted average useful lives of 10 years, consisting of approximately $11.5 million of developed technologies, approximately $4.6 million of trademarks and domain names and approximately $3.1 million of customer relationships. We expect approximately $19.4 million of goodwill to be deductible for income tax purposes. During the year ended December 31, 2015, since each respective date of acquisition, these acquisitions contributed revenue of approximately $7.6 million. During 2016, we recorded goodwill and intangible asset impairment s to our pre-realigned Quizzle reporting unit. See Note 4 – Goodwill and Intangible Assets. Year Ended 2014 Acquisition of Caring, Inc. On May 1, 2014 , we acquired Caring, Inc. for $53.7 million, net of cash acquired, and $4.3 million was placed in escrow to satisfy certain indemnification obligations of Caring’s shareholders. All escrow payments have been made. We recorded approximately $23.0 million in goodwill, which reflects the adjustments necessary to allocate the purchase price to the fair value of the assets acquired and the liabilities assumed. We expect goodwill will not be deductible for income tax purposes. Approximately $29.5 million was recorded as intangible assets with estimated weighted average useful lives of 9 years, consisting of an Internet domain name for $14.6 million, customer relationships for $9.9 million, and developed technologies for $5.0 million. Caring was a privately held company and the owner of Caring.com , a leading senior care resource for those seeking information and support as they care for aging family members and loved ones. This acquisition was made to complement our online publishing business and to enter a new product vertical. The results of operations of Caring are included in our consolidated results from the acquisition date. The acquisition is accounted for as a business combination. During 2016, we recorded a goodwill impairment to our Senior Care reporting unit. See Note 4 – Goodwill and Intangible Assets. Acquisition of Wallaby Financial Inc. On December 1, 2014 , we acquired Wallaby Financial Inc. for $10.0 million. The financial results of Wallaby are immaterial to our net assets and results of operations. The acquisition was accounted for as a purchase and included in our consolidated results from the acquisition date. We recorded $6.1 million in goodwill and $3.9 million in intangible assets related to the acquisition, consisting of $3.6 million of developed technologies and $250,000 of trademarks with estimated weighted average useful lives of 5 years. We expect goodwill will not be deductible for income tax purposes. Other During the year ended December 31, 2014, we acquired certain assets and assumed certain liabilities of a third party for a purchase price of approximately $9.9 million, including $1.9 million of contingent acquisition consideration. The acquisition is immaterial to our net assets and results of operations. The acquisition was accounted for as a purchase and is included in our consolidated results of operations from the acquisition date. We recorded $30,000 in goodwill and approximately $9.9 million in intangible assets with a weighted average useful life of 7 years, consisting of trademarks and domain names. We expect goodwill to be deductible for income tax purposes. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Restructuring | NOTE 13 – RESTRUCTURING In 2015, management adopted a restructuring plan with respect to our corporate and banking segment finance operations aligned with our commitment to implement best practices, enhance internal controls and drive efficiency throughout the finance function by improving processes, separating corporate and business unit functions, and consolidating finance teams at a single location. During the same period, management also adopted a restructuring plan consisting of certain changes in corporate and business unit leadership in connection with further aligning Company leadership with our strategic initiatives. As part of this process, we formally communicated the termination of employment to approximately 15 employees , all of whom have been terminated . The costs associated with these initiatives primarily represented modifications of share based awards, severance, outplacement services and other costs associated with employee terminations, the majority of which have been settled in shares and cash. All restructuring costs were recorded as a Corporate expense, within the Other segment. As of December 31, 2016, no further liability remains related to this action. Year ended December 31, 2016 (In thousands) Balance at January 1, 2015 $ - Restructuring charges 5,616 Utilized (3,450) Balance at December 31, 2015 2,166 Restructuring charges and adjustments, net (117) Utilized (2,049) Balance at December 31, 2016 $ - |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operation [Abstract] | |
Discontinued Operation | NOTE 14 – DISCONTINUED OPERATION In 2015 we sold our Insurance business, which constituted (i) all of the issued and outstanding capital stock of NetQuote Holdings, Inc. and (ii) all of the issued and outstanding limited liability interests of IQ Holdings, LLC, for a purchase price comprised of (i) $140.0 million in cash at closing, plus $200,000 for cash to remain at the Insurance business companies, and (ii) $23.1 million to be paid to us on the second anniversary of the closing date. The Insurance business comprised our Insurance reporting segment. The sale will allow us to focus on our core Credit Cards and Banking businesses and the growth opportunities in the Senior Care vertical. For the years ended December 31, 2015 and 2014, the results of this component have been classified as a discontinued operation through the date of sale. We realized a $9.1 million loss on the sale of the business ($8.6 million gain, net of tax), which is recognized in net loss from discontinued operation on the consolidated statement of comprehensive income (loss) . During the fourth quarter of 2015, we completed our analysis regarding being subject to sales taxes related to sourcing of certain revenue streams in one of its operating segments in certain state jurisdictions. For the year ended December 31, 2015, we recorded an $11.9 million charge within our Insurance business, which is presented as a discontinued operation in the consolidated financial statements. The majority of these sales taxes were paid as of December 31, 2015. We have indemnified the buyer of its Insurance business against this liability and as of December 31, 2015 had accrued approximately $1.9 million within other current liabilities for this sales tax liability. During the year ended December 31, 2016, we incurred a $96,000 net loss in discontinued operation related to the previous disposal of the Insurance business. This activity primarily relates to legal and other post-closing expenses, partially offset by reimbursements from several states for previous sales tax remittance s . The following tables present the major classes of line items constituting pretax income (loss) of discontinued operation and reconcile to the net income (loss) of the discontinued operation that are presented in the consolidated statement of comprehensive income (loss) : Year ended December 31, (In thousands) 2015 2014 Revenue $ 176,184 $ 194,639 Costs and expenses: Cost of revenue 127,592 142,590 Other expenses 101,425 54,521 Operating expenses 229,017 197,111 Loss before taxes (52,833) (2,472) Income tax benefit (14,079) (625) Net loss from discontinued operation (38,754) (1,847) Loss on sale of discontinued operation (9,114) - Income tax benefit (17,680) - Net gain on sale of discontinued operation 8,566 - Net loss on discontinued operation $ (30,188) $ (1,847) The following tables present the major cash flow components of discontinued operation: Year ended December 31, (In thousands) 2015 2014 Depreciation $ 4,314 $ 3,452 Amortization 20,727 21,035 Goodwill impairment 35,000 - Stock compensation expense 3,864 3,197 Capital expenditures 5,328 5,134 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data (Unaudited) [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 15 – QUARTERLY FINANCIAL DATA (unaudited) Provided below are selected unaudited quarterly financial data for 201 6 and 2015. The information has been derived from our unaudited condensed consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the consolidated financial statements which appear elsewhere in this Annual Rep ort on Form 10-K and include all adjustments necessary for a fair statement of the financial position and results of operations for such unaudited periods. Historical results are not necessarily indicative of results to be expected in the future. The earnings per share information is calculated independently for each quarter based on the weighted average common stock and common stock equivalents outstanding, which may fluctuate, based on factors such as the number of shares in a period that are issued, vest, or repurchased, our quarterly income levels and our stock’s market prices. Therefore, the sum of the quarters’ per share information may not equal the annual amount presented on the consolidated statements of operations. Three months ended Three months ended (In thousands) 3/31/2016 (a) 6/30/2016 (b)(g) 9/30/2016 (c) 12/31/2016 (d)(g) 3/31/2015 6/30/2015 9/30/2015 (e) 12/31/2015 (f) Revenue $ 93,478 $ 98,302 $ 128,798 $ 113,583 $ 89,226 $ 89,333 $ 99,659 $ 93,746 Net income (loss) continuing operations $ 722 $ (41,309) $ 10,782 $ (4,233) $ 4,382 $ 2,112 $ 5,665 $ 4,683 Net income (loss) discontinued operation $ (439) $ 353 $ (96) $ 86 $ 571 $ (1,792) $ (29,056) $ 89 Net income (loss) $ 283 $ (40,956) $ 10,686 $ (4,147) $ 4,953 $ 320 $ (23,391) $ 4,772 Basic and diluted net income (loss) per share: Net income (loss) continuing operations: Basic $ 0.01 $ (0.47) $ 0.12 $ (0.05) $ 0.04 $ 0.02 $ 0.06 $ 0.05 Diluted $ 0.01 $ (0.47) $ 0.12 $ (0.05) $ 0.04 $ 0.02 $ 0.06 $ 0.05 Net income (loss) discontinued operation Basic $ (0.01) $ 0.00 $ (0.00) $ 0.00 $ 0.01 $ (0.02) $ (0.30) $ 0.00 Diluted $ (0.01) $ 0.00 $ (0.00) $ 0.00 $ 0.01 $ (0.02) $ (0.28) $ 0.00 Net income (loss): Basic $ 0.00 $ (0.47) $ 0.12 $ (0.05) $ 0.05 $ 0.00 $ (0.24) $ 0.05 Diluted $ 0.00 $ (0.47) $ 0.12 $ (0.05) $ 0.05 $ 0.00 $ (0.23) $ 0.05 __________ (a) The first quarter 2016 includes an $851,000 insurance claim that was reimbursed for a previously settled and paid legal settlement. (b) Results for the second quarter 2016 include the NextAdvisor acquisition; a $20.0 million expense for a proposed settlement of the private securities class action lawsuit pending against the Company (approximately 70% of which to be funded by insurers); and a $25.0 million impairment of goodwill in our Banking reporting unit. (c) Results for the third quarter 2016 include a benefit of $13.8 million for insurance proceeds for the proposed settlement of the private securities class action lawsuit against the Company; a $4.2 million estimated impairment of goodwill in our Quizzle reporting unit; and an expense of $2.9 million for a change in estimate as part of the change in fair value of contingent acquisition consideration. (d) Results the fourth quarter 2016 include a $2.4 million impairment of goodwill and a $7.5 million impairment of intangible assets in our Quizzle reporting unit; a $4.0 million impairment of goodwill in our Senior Care reporting unit; and a benefit of $10.6 million for a change in estimate as part of the change in fair value of contingent acquisition consideration. (e) Results for the third quarter 2015 include a $35.0 million impairment of goodwill in the former Insurance reporting unit, which is classified as a discontinued operation. (f) During the fourth quarter 2015, we completed the sale of our Insurance business and recorded a loss on sale within loss on discontinued operation. (g) As we incurred a net loss from continuing operations for this period, all outstanding stock options, restricted and performance s tock awards have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and dilutive weighted average shares outstanding are equal for such period. |
Organization And Basis Of Pre22
Organization And Basis Of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization And Basis Of Presentation [Abstract] | |
The Company | The Company Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking, personal finance and senior care network (“Online Network”). Our flagship websites, 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 consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and Bankrate, LLC . , after elimination of all intercompany accounts and transactions. During 2015, we sold our Insurance business. The operating results and the assets and liabilities of the Insurance business through the date of sale are classified as a discontinued operation for all periods presented in the Company’s consolidated financial statements with the exception of consolidated statements of cash flows which are pres ented on a consolidated basis . |
Reclassification | Reclassification During 2016, expenses were reclassified from sales and marketing expenses to cost of revenue and general and administration for one of our businesses. The expenses moved to cost of revenue are traffic acquisition costs in nature and more appropriately classified as costs of revenue, and the other costs more appropriately classified as general and administrative expenses. For 2015, $994,000 was reclassified from sales and marketing to cost of revenue and $290,000 was reclassified from sales and marketing to general and administrative expense. For 2014 , $178,000 was reclassified from sales and marketing to cost of revenue and $881,000 was reclassified from sales and marketing to general and administrative expense. During 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 and reporting unit into the Banking reporting unit. All segment results reported for the years ended December 31, 2016 and 2015, and as of December 31, 2016 , have been revised to reflect such change. In accordance with the adoption of Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, classifications of certain transactions were adjusted in our consolidated statement of cash flows for the presentation of cash flows from operating, investing and financing activities, for each year presented. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest—Simplifying the Presentation of Debt Issuance Costs,” our senior unsecured notes are presented net of their related deferred financing costs as of December 31, 2016 and 2015. Our operations in China were previously presented as a discontinued operation as we were marketing them for sale. During the first half of 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. During the year ended December 31, 2016 , we recorded approximately $588,000 for the acceleration of amortization and depreciation of certain intangible and work-in-process assets, furniture, fixtures and equipment and other assets based on their estimated remaining future economic life, and $529,000 as employee severance as the operations wind down. The accelerated amortization and depreciation recorded had an immaterial impact to our earnings per share for the year. Cert ain trademark intangible assets and certain internally developed fixed assets deemed to have future economic lives, with fair values of $35,000 and $13,000 , respectively, were transferred from the business to the Company. |
Share Repurchase Program | Share Repurchase Program In February 2016, the Company’s Board of Directors authorized a $50.0 million share repurchase program. Under the terms of the program, the Company was authorized to repurchase up to $50.0 million of its outstanding common stock, excluding commissions. Stock repurchases under this program could be made through open market and privately negotiated transactions. The timing and amount of specific repurchases were subject to the requirements of federal securities law, market conditions, alternative uses of capital and other factors. The stock repurchase program did not obligate the Company to acquire any particular amount of shares and the program could have been limited or terminated at any time without prior notice. The program was completed in April 2016. During the year ended December 31, 2016, we repurchased approximately 5.6 million shares for approximately $50.0 million, plus commission fees. During the year ended December 31, 2016, we increased our treasury stock by 496,000 shares ( $5.2 million) for shares withheld from the vesting of stock-based compensation awards to pay for employee tax withholding. |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Use Of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We believe that the judgments, estimates and assumptions involved in the accounting for revenue recognition, income taxes, the allowance for doubtful accounts receivable, useful lives of intangible assets, share based payments and intangible asset impairment, goodwill impairment, acquisition accounting including the fair value of contingent acquisition consideration, and contingencies have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Online revenue comprised 99% , 99% and 99% of total revenues during the years ended December 31, 2016 , 2015 and 2014 , respectively. Online advertising is monetized through the sale of advertising and sponsorships through displays, hyperlinks, and lead generation within the many owned and operated websites of our Online Network. In general, the amount of advertising we sell is a function of a number of market conditions including (i) the number of visitors to our Online Network, (ii) the number of ad pages we serve to those visitors, (iii) the click-through rate of our visitors on hyperlinks, (iv) the number of advertisements per page, (v) the rate at which visitors apply for and are approved for financial product offerings, and (vi) advertiser demand. The print publishing and licensing business is primarily engaged in the sale of advertising, mortgage and interest rate tables, and licensing of research information. Consumer Inquiry Revenue In the credit card segment, we deliver consumer inquiries as a click or phone call to our advertisers and primarily recognize revenue on a per-completed and approved application basis. We also have some card issuer agreements which recognize revenue on a per completed application basis. In the banking segment, we deliver consumer inquiries in the form of clicks and calls and recognize revenue monthly for each inquiry based on the number of clicks at a cost-per-click-for our mortgage and deposit and other banking products. Additionally, we recognize revenue based on the number of calls at a rate per-call. In the senior care segment we deliver consumer inquiries to contracting senior care communities after qualifying the inquiries in our call center and matching them to a number of suitable communities. We recognize revenue for each consumer who moves into a community for which we provided the initial referral. We also deliver consumer leads to participating in-home care providers, for which we received fees on a per-lead basis. We have also entered into revenue sharing arrangements with our vertical content and affiliate partners based on the revenue earned from their consumer inquiries. Revenue is recorded at gross amounts and partnership and affiliate payments are recorded in cost of revenue, pursuant to the provisions of ASC Topic 605-45, Reporting Revenue Gross as a Principal versus Net as an Agent. Display Advertising Revenue Display advertising sales are invoiced monthly at amounts based on contract terms predominantly based on the number of impressions delivered to the advertiser. Print Publishing and Licensing Revenue We charge for placement in the interest rate table for print publication. Advertising revenue is recognized when the rate tables are run in a publication. Revenue from the sale of research information is recognized ratably over the contract period. |
Cost Of Revenue | Cost of Revenue Cost of revenue represents expenses directly associated with the creation of revenue and costs of fulfilling services. These costs include contractual revenue sharing obligations resulting from our distribution arrangements ("distribution payments"), cost of traffic acquisition (primarily search engine marketing expense), display advertising expense, direct response television advertising expense, salaries, editorial costs, research costs, credit card processing fees, and allocated overhead. Distribution payments are made to website operators for visitors directed to our online network which we monetize through advertising, as well as for credit card offer clicks that are generated on our affiliated websites and monetized through our issuer network. Editorial costs relate to writers and editors who create original content for our online publications and associates who build web pages. Research costs include expenses related to gathering data on banking and credit products and consist primarily of compensation and benefits along with allocated overhead. |
Fair Value Measurement | Fair Value Measurement Fair value, in accordance with ASC 820, Fair Value Measurement, is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques include the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques may be based upon observable and unobservable inputs. The three levels of inputs used to measure fair value pursuant to the guidance are as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, the assets held in the Rabbi Trust and our Senior Notes. Given their short term nature, the carrying amounts of cash and cash equivalents, accounts receivable and accrued interest approximate estimated fair value and are considered Level 1 investments. The assets held in the Rabbi Trust are invested in equity securities and are considered Level 1 investments. The Senior Notes are considered Level 2 investments and the Company uses market information in measuring the fair value. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. Contingent liabilities include contingent acquisition consideration in connection with certain earnout provisions included in certain of the Company’s acquisitions. The contingent liabilities are recognized at fair value on the acquisition date and remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of comprehensive income (loss). The fair value of the contingent acquisition consideration liability is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates of the contingent consideration absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent acquisition consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The contingent liabilities also include contingent deferred compensation in connection with certain of the Company’s acquisitions. These contingent liabilities are remeasured each reporting period with subsequent adjustments recognized in the consolidated statements of comprehensive income (loss). The fair value of the contingent deferred compensation liability is based on the achievement of certain Adjusted EBITDA targets, tied to the participant’s employment, and is expected to increase each period with the recognition of change in fair value of contingent consideration resulting from the passage of time at the applicable discount rate as we approach the payment dates, absent any significant changes in assumptions related to the valuation or the probability of payment. Contingent deferred compensation is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved and actual results could differ from those estimates. See Note 7 – Fair Value Measurements for further information. |
Goodwill | Goodwill The Company records the excess of purchase price over the fair value of the net tangible and identified intangible assets acquired as goodwill. The goodwill is tested for impairment annually, as well as when an event, or change in circumstances, indicates impairment may have occurred. In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (a likelihood of more than 50%) that the fair value of our reporting unit is less than its carrying amount. We perform this assessment annually, on October 1st of each year, or more frequently if facts and circumstances warrant a review, at the reporting unit level. If after assessing the qualitative factors, we determine that it is not more likely than not that the fair value of the reporting unit is less than the carrying value then we conclude that we have no goodwill impairment and no further testing is performed, otherwise, we proceed to the two-step process. The first step under the two step process is to compare the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The reporting unit fair values are determined by using a weighted valuation approach among three different valuation methodologies consisting of an income approach and a market approach which is made up of the ‘guideline company method’ and the ‘reference transaction method’. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied value, an impairment loss equal to the difference will be recorded. See Note 4 – Goodwill and Intangible Assets for discussion of the 2016 and 2015 impairments. The Company followed the guidance in ASC 350-20-35 and performed the annual impairment test of goodwill as of October 1, 2016. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies acquired in connection with our acquisitions. Intangible assets are being amortized over their estimated useful lives on a straight-line basis. Estimated Useful Life Trademarks and domain names 2 -25 years Customer relationships 3 -15 years Affiliate relationships 1 -15 years Developed technologies 1 -10 years |
Impairment Of Long-Lived Assets Including Intangible Assets With Finite Lives | Impairment of Long-Lived Assets Including Intangible Assets with Finite Lives ASC 360, Property, Plant and Equipment, requires that long-lived assets, including intangible assets with finite lives, be amortized over their estimated useful life and reviewed for impairment. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of such assets by determining whether the carrying value will be recovered through the undiscounted expected future cash flows. If the undiscounted future cash flows are less than the carrying amount of such assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. See Note 4 – Goodwill and Intangible Assets for discussion of the 2016 impairment. There was no impairment of long-lived assets including intangible assets with finite lives for the years ended December 31, 2015 and 2014. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. For awards with performance conditions, the probable outcomes of the performance conditions are assessed and if the conditions are determined as not probable to be achieved, no compensation cost will be recognized. If it is determined that the conditions are probable to be achieved, the related stock-based compensation expense is recognized over the requisite service period of the related awards. For awards containing market conditions, we estimate the fair value of the award using a Monte Carlo simulation model. Key inputs and assumptions used in the Monte Carlo simulation model include the stock price of the award on the grant date, the expected term, the risk-free interest rate over the expected term, the expected annual dividend yield and the expected stock price volatility. See Note 8 – Stock-Based Compensation for further information regarding our stock-based compensation assumptions and expense. |
Website And Internal-Use Software Development Costs | Website and Internal-Use Software Development Costs We account for website development costs under ASC 350-50, Intangibles—Goodwill and Other—Website Development Costs. ASC 350-50 provides guidance on the accounting for the costs of development of company websites, dividing the website development costs into five stages: (i) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (ii) the website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the website, (iii) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (iv) the content development stage, during which the information to be presented on the website, which may be either textual or graphical in nature, is developed, and (v) the operating stage, during which training, administration, maintenance and other costs to operate the existing website are incurred. The costs incurred in the website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use which are accounted for under ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The Company expenses all costs that relate to the preliminary project and post-implementation operation phases of development as product development expense. Costs incurred in the application development phase are capitalized until the project is completed and the asset is placed in service. The Company capitalized website and internal-use software development costs totaling approximately $4.6 million, $2.8 million and $2.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively, which are recorded as a component of other assets on the balance sheet. Upon being placed into service and transferred to furniture, fixtures and equipment these capitalized costs are amortized over a three year period. |
Marketing Expenses | Marketing Expense Marketing expense represents costs associated with expanding brand awareness of our products and services to consumers, and include internet and print advertising, marketing and promotion costs and direct response and television advertising. Marketing expenses are expensed as incurred within cost of revenues and sales and marketing expense. During the years ended December 31, 2016 , 2015 and 2014 , we incurred approximately $117.7 million, $72.4 million and $56.6 million, respectively, in marketing and advertising expenses recorded in cost of revenue and marketing and sales expense. |
Cash And Cash Equivalents | Cash and Cash Equivalents We state all cash and cash equivalents at cost, which approximates market value. We consider all short-term highly liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents. The carrying value of these investments approximates fair value. As of December 31, 2016 , our cash and cash equivalents consisted of approximately $175.8 million of operating cash subject to the $250,000 FDIC insured deposit limit, approximately $531,000 held in British pound sterling and approximately $350,000 in Chinese Renminbi. |
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We look at historical write-offs and sales growth when determining the adequacy of the allowance. Should the financial condition of our customers deteriorate, resulting in an impairment of their ability to make payments, or if the level of accounts receivable increases, the need for possible additional allowances may be necessary. Any additions to the allowance for doubtful accounts are recorded as bad debt expense and included in general and administrative expenses. During the years ended December 31 , 2016 , 2015 and 2014 we charged approximately $183,000 , $265,000 and $130,000 , respectively, to bad debt expense. During the years ended December 31, 2016 , 2015 and 2014 we wrote off (net of recoveries) approximately $140,000 , $305,000 and ( $17,000 ) , respectively, of accounts deemed uncollectible. |
Furniture, Fixtures And Equipment | Furniture, Fixtures and Equipment Furniture, fixtures and equipment, including computers and software, are stated at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Expenditures related to maintenance and technical support are expensed as incurred. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the underlying lease term, not to exceed twenty years. |
Basic And Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share We compute basic income (loss) per share by dividing net income (loss) for the year by the weighted average number of shares outstanding for the year. Diluted income (loss) per share includes the effects of dilutive common stock equivalents, consisting of outstanding share-based awards, in accordance with ASC 718, Compensation—Stock Compensation, to the extent the effect is not antidilutive, using the treasury stock method. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent the costs incurred in connection with the issuance of debt, (i.e. legal fees, underwriting, accounting and other direct costs). When incurred, these costs are deferred and amortized to interest expense on the straight-line method, which approximates the effective interest method, over the term of the related debt. The deferred costs are presented on the consolidated balance sheets within long-term debt, net. See Note 11– Debt for additional information. |
Self-Insurance Reserves | Self-Insurance Reserves The Company is self-insured for certain losses relating to medical claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. These reserves are included in accrued expenses in the accompanying consolidated balance sheets. |
Deferred Compensation Plan | Deferred Compensation Plan During 2002, we established a non-qualified deferred compensation plan that permitted eligible employees to defer a portion of their compensation. The plan is no longer accepting additional deferrals. The deferred compensation liability (included in other non-current liabilities) was $229,000 and $227,000 at December 31, 2016 and 2015 , respectively. We have established a grantor trust (“Rabbi Trust”) to provide funding for benefits payable under our non-qualified deferred compensation plan. The assets held in the trust amounted to $178,000 and $173,000 at December 31, 2016 and 2015 , respectively, and are included in other assets. The Rabbi Trust’s assets consist of short-term cash investments and a managed portfolio of equity securities. These assets are included in other assets in the accompanying consolidated balance sheets. |
Income Tax Expense (Benefit) | Income Tax Expense (Benefit) We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies varies, adjustments to the carrying value of the deferred tax assets and liabilities may be required. Valuation allowances are based on the “more likely than not” criteria of ASC 740. The accounting for uncertain tax positions guidance under ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We recognize interest and penalties on uncertain tax positions as a component of income tax expense. |
Foreign Currency Translation | Foreign Currency Translation Our foreign operations generally use the local currency as their functional currency. Assets and liabilities of these operations are translated at the exchange rates in effect on the balance sheet date. Income statement items are translated at the prevailing monthly average rate of exchange. The impact of currency fluctuations is recorded in accumulated other comprehensive loss as a currency translation adjustment. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other gains (losses) for foreign currency translation that, under accounting principles generally accepted in the United States, are excluded from net income (loss). |
Related Parties | Related Parties The Company receives consulting services related to research and development from Global Logic, Inc., a portfolio company of funds advised by Apax Partners L.P. We made payments to Global Logic of approximately $128,000 , $278,000 and $120,000 for the years ended December 31, 2016, 2015 and 2014, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Pronouncements In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, “Income Statement—Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions, on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest—Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. We adopted ASU 2015-03 on January 1, 2016, as required. The Company’s $300.0 million senior unsecured notes due 2018 are presented at December 31, 2016 and December 31, 2015 net of deferred financing costs of $3.1 million and $4.9 million, respectively. Deferred financing costs were previously included in other assets in the consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance in this update provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references, or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805)—Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this guidance is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” to address diversity in how certain specific cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted this ASU 2016-15 for the year ended December 31, 2016, as permitted and applied a retrospective method as required, impacting the classification of certain transactions on our statement of cash flows. Recently Issued Pronouncements, Not Adopted as of December 31, 2016 The FASB issued several updates o n 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 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 consolidated financial statements are issued and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01 “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted for any entity in any interim or annual period. We will adopt this guidance on January 1, 2017, as required. While we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, earnings per share and related disclosures, we are adopting on a prospective basis and will be using actual forfeiture rates in related calculations. 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 will effect the classification of certain transactions on our consolidated statements of cash flows and related disclosures. In December 2016, the FASB issued ASU 2016-19, “Technical Corrections and Improvements.” This guidance’s intention is to (i) clarify the guidance and (ii) simplify the Accounting Standards Codification and improve its usefulness and understandability. The amendments in this update that require transition guidance, and that are effective under paragraph 350-40-65-2 are effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. The amendments that are effective under paragraph 820-10-65-11 are effective for fiscal years, and interim periods within those fiscal years, for all entities beginning after December 15, 2016. Early adoption for all amendments under ASU 2016-19 is permitted. We are evaluating this update, but do not expect it to have a significant impact on our consolidated financial statements 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, 201 7 . 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. 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 t o simplify the subsequent measurement of goodwill eliminated Step 2 from the goodwill impairment test. Instead, under the amendments in this u pdate, 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 are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. |
Summary Of Significant Accoun24
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives For Intangible Assets | Estimated Useful Life Trademarks and domain names 2 -25 years Customer relationships 3 -15 years Affiliate relationships 1 -15 years Developed technologies 1 -10 years |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses And Other Current Assets | December 31, December 31, (In thousands) 2016 2015 Deferred receivable for business divestiture (a) $ 20,592 $ - Deferred payment in escrow (b) 7,928 - Prepaid income taxes 6,358 21,728 Other current assets 7,163 5,143 $ 42,041 $ 26,871 __________ (a) This deferred receivable is the December 31, 2016 present value of the $23.1 million to be paid to us on the second anniversary of the closing date of the sale of our Insurance business. As of December 31, 2015, the receivable was classified as non-current. (b) Represents an unpaid deferred payment for the Acquired NextAdvisor Business, held in escrow for indemnity obligations. |
Non-current Assets | December 31, December 31, (In thousands) 2016 2015 Work-in-progress software development costs $ 2,398 $ 2,640 Deferred receivable for business divestiture (a) - 18,391 Other 3,166 2,096 $ 5,564 $ 23,127 __________ (a) This deferred receivable is the December 31, 2015 present value of the $23.1 million to be paid to us on the second anniversary of the closing date of the sale of our Insurance business. As of December 31, 2016, the receivable is classified as current. |
Furniture, Fixtures And Equipment | December 31, December 31, (In thousands) 2016 2015 Furniture and fixtures $ 2,797 $ 1,239 Computers and software 22,629 20,425 Equipment 2,334 1,759 Leasehold improvements 7,194 2,793 34,954 26,216 Less accumulated depreciation and amortization 19,514 16,027 $ 15,440 $ 10,189 |
Accrued Expenses | December 31, December 31, (In thousands) 2016 2015 Accrued payroll and related benefits $ 12,022 $ 5,892 Due to distribution partners 5,998 6,041 Marketing 3,324 1,781 Acquisition, disposition and related expenses - 4,986 Other 6,543 7,138 $ 27,887 $ 25,838 |
Other Current Liabilities | December 31, December 31, (In thousands) 2016 2015 Current acquisition related payables $ 3,695 $ 12,490 Other 2,816 2,191 $ 6,511 $ 14,681 |
Other Liabilities | December 31, December 31, (In thousands) 2016 2015 Noncurrent acquisition related payables $ 30,711 $ 3,906 Noncurrent deferred rent and lease obligation 4,137 29 Liability for uncertain tax positions 3,500 1,736 Other 1,450 200 $ 39,798 $ 5,871 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Goodwill Activity | (In thousands) Credit C ard s Banking Senior Care Total Company Balance, January 1, 2015 $ 383,878 $ 138,127 $ 23,767 $ 545,772 Additions due to acquisitions - 21,021 751 21,772 Balance, December 31, 2015 $ 383,878 $ 159,148 $ 24,518 $ 567,544 Additions due to acquisitions 67,893 - - 67,893 Impairment charges - (31,632) (4,000) (35,632) Balance, December 31, 2016 $ 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 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 The intangible asset impairment of $7.5 million, for Quizzle, is reflected in the table above, and consisted of approximately $7.0 million for developed technology, $410,000 for trademarks and domain names and $70,000 for customer relationships. Intangible assets subject to amortization were as follows as of December 31, 2015 : (In thousands) Cost Accumulated Amortization Net Weighted Average Amortization Period Years Trademarks and domain names $ 199,461 $ (69,002) $ 130,459 17.1 Customer relationships 135,831 (84,183) 51,648 9.1 Affiliate relationships 12,670 (6,382) 6,288 10.3 Developed technologies 26,431 (9,060) 17,371 7.6 $ 374,393 $ (168,627) $ 205,766 13.3 |
Summary Of Future Amortization Expense | Amortization (In thousands) Expense 2017 $ 34,534 2018 30,929 2019 22,277 2020 15,840 2021 13,446 Thereafter 75,093 Total expected amortization expense for intangible assets $ 192,119 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Earnings (Loss) Per Share | Year ended December 31, December 31, December 31, (In thousands, except share and per share data) 2016 2015 2014 Net (loss) income from continuing operations $ (34,038) $ 16,842 $ 7,019 Net loss from discontinued operation, net of income taxes (96) (30,188) (1,847) Net (loss) income $ (34,134) $ (13,346) $ 5,172 Weighted average common shares outstanding for basic earnings (loss) per share 89,181,386 97,637,936 100,399,458 Additional dilutive shares related to share based awards - 2,085,596 2,017,815 Weighted average common shares outstanding for diluted earnings (loss) per share 89,181,386 99,723,532 102,417,273 Basic net (loss) income per share: Continuing operations $ (0.38) $ 0.17 $ 0.07 Discontinued operation - (0.31) (0.02) Basic net (loss) income per share $ (0.38) $ (0.14) $ 0.05 Diluted net (loss) income per share: Continuing operations $ (0.38) $ 0.17 $ 0.07 Discontinued operation - (0.30) (0.02) Diluted net (loss) income per share $ (0.38) $ (0.13) $ 0.05 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Year ended December 31, December 31, December 31, 2016 2015 2014 Restricted shares and restricted stock units 1,710,678 1,355,614 - Performance shares and performance stock units 195,682 1,658,379 1,020,720 Stock options 2,173,021 2,471,302 733,960 |
Segments Information, Geographi
Segments Information, Geographic Data And Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segments Information, Geographic Data And Concentrations [Abstract] | |
Schedule Of Revenue And Long-Lived Assets | Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 USA $ 431,617 $ 368,424 $ 347,370 International 2,544 3,540 4,681 $ 434,161 $ 371,964 $ 352,051 Long-lived assets , net related to the U.S. and international operations as of December 31, are as follows: December 31, December 31, (In thousands) 2016 2015 USA $ 805,998 $ 780,576 International 1,366 2,923 $ 807,364 $ 783,499 |
Schedule Of Revenue Generated Customer Inquiry, Display Advertising And Print Publishing | Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Consumer inquiry, including affiliate and other $ 412,166 $ 334,899 $ 308,640 Display advertising 18,151 32,931 38,367 Print publishing 3,844 4,134 5,044 $ 434,161 $ 371,964 $ 352,051 |
Schedule Of Revenue By Reportable Segments | Year ended December 31, 2016 2015 2014 (In thousands) Revenue Adjusted EBITDA Revenue Adjusted EBITDA Revenue Adjusted EBITDA Credit Cards (A) $ 314,853 $ 117,612 $ 241,854 $ 113,644 $ 226,869 $ 92,227 Banking (B) 101,440 24,166 109,677 33,070 118,465 44,854 Senior Care 23,480 983 23,855 389 10,302 (2,581) Other (5,612) (27,964) (3,422) (19,980) (3,585) (16,700) Total Company $ 434,161 114,797 $ 371,964 127,123 $ 352,051 117,800 Less: Interest and other expenses, net (C) 19,677 22,279 20,816 Depreciation and amortization 42,247 40,843 34,502 Changes in fair value of contingent acquisition consideration (6,481) (421) 3,633 Stock-based compensation expense (D) 19,159 19,417 13,870 Legal settlements 5,345 3 1,403 Acquisition, disposition and related expenses 1,811 569 3,590 Restructuring charge (117) 5,616 - Impairment charges (E) 43,110 - - Restatement-related expenses (F) 7,853 11,432 23,586 NextAdvisor contingent deferred compensation (G) 6,205 - - China operations (H) 1,682 393 565 Impact of purchase accounting - 35 556 (Loss) income before income taxes $ (25,694) $ 26,957 $ 15,279 __________ (A) Includes the results of NextAdvisor since its acquisition in June 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 the years ended December 31, 201 6 and 2015 have been revised to reflect such change. (Quizzle was acquired in April 2015). (C) For the year ended December 31, 2015, includes a $703,000 charge for the exit of an office lease. (D) Excludes approximately $3.9 million and $3.2 million of stock based compensation costs for the years ended December 31, 2015 and 2014, respectively, related to the divestiture of our Insurance business during 2015. The costs related to our Insurance business are presented as a discontinued operation. (E) During the year ended December 31, 2016, $25.0 million, $6.6 million and $4.0 million was recorded for goodwill impairment to our Banking, pre-realigned Quizzle and Senior Care reporting units, respectively, and $7.5 million was recorded for intangible asset impairment to our pre-realigned Quizzle reporting unit. (F) Restatement-related expenses include expenses related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation and indemnification obligations. (G) Represents contingent deferred compensation expense related to the NextAdvisor acquisition. (H) 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) | 12 Months Ended |
Dec. 31, 2016 | |
Estimated Fair Value And Related Carrying Amounts | December 31, 2016 December 31, 2015 (In thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial liabilities: Long term debt (A) $ 295,721 $ 302,250 $ 293,284 $ 297,000 __________ ( A ) The carrying amount of long term debt is net of original issue discount and deferred financing fees. |
Fair Value Measurement Of Contingent Acquisition Consideration | 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: Assets: 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 Fair Value Measurement at December 31, 2015 Using (In thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring fair value measurement: Investments of the non-qualified deferred compensation plan $ 173 $ - $ - $ 173 Total asset recurring fair value measurements $ 173 $ - $ - $ 173 Liabilities: Contingent acquisition consideration $ - $ - $ 9,107 $ 9,107 Total liabilities recurring fair value measurements $ - $ - $ 9,107 $ 9,107 |
Contingent Acquisition Consideration [Member] | |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | Year ended December 31, (In thousands) 2016 2015 2014 Balance, January 1, $ 9,107 $ 19,028 $ 38,762 Additions to Level 3 37,293 3,747 1,930 Transfers into Level 3 - - - Transfers out of Level 3 - - - Change in fair value (6,481) (421) 3,633 Payments (9,208) (13,247) (25,297) Balance, December 31, $ 30,711 $ 9,107 $ 19,028 |
Contingent Acquisition Deferred Compensation [Member] | |
Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets | Year ended December 31, (In thousands) 2016 2015 2014 Balance, January 1, $ - $ - $ - Additions to Level 3 - - - Transfers into Level 3 - - - Transfers out of Level 3 - - - Change in fair value 869 - - Payments - - - Balance, December 31, $ 869 $ - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-based Compensation Expense For Stock Options And Restricted Stock Awards | Year ended December 31, December 31, December 31, (In thousands) 2016 2015 2014 Cost of revenue $ 1,890 $ 1,392 $ 1,275 Sales and marketing 1,741 2,427 1,558 Product development and technology 4,113 3,503 2,203 General and administrative 11,415 12,095 8,834 Total stock-based compensation $ 19,159 $ 19,417 $ 13,870 |
Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units | Weighted Average Number of Grant Date Shares Fair Value Balance, January 1, 2014 419,500 $ 14.77 Granted 1,217,145 15.77 Vested/Earned - - Forfeited (196,425) 16.06 Unearned (419,500) 14.77 Balance, December 31, 2014 1,020,720 15.71 Granted 1,394,288 12.73 Vested/Earned (152,082) 15.06 Forfeited (528,506) 14.41 Unearned (516,002) 16.06 Balance, December 31, 2015 1,218,418 12.80 Granted - - Vested/Earned (97,614) 15.33 Forfeited (95,134) 13.22 Balance, December 31, 2016 1,025,670 $ 12.52 |
Weighted Average Assumptions Used To Calculate Fair Value | Year ended December 31, 2016 Expected volatility of stock price 56.35% Risk-free interest rate 0.94% Valuation period 2.06 years Dividend yield 0.00% |
Stock Option Activity | Number of Exercise Price Weighted Average Aggregate Options Per Share Exercise Price Intrinsic Value Balance, January 1, 2014 5,058,543 $ 11.05 - 24.25 $ 15.70 $ 13,167,000 Granted - - - Exercised (1,520,938) 11.05 - 18.08 15.01 Forfeited (174,866) 14.32 - 23.71 16.79 Expired (537,030) 14.32 - 23.71 15.53 Balance, December 31, 2014 2,825,709 11.05 - 24.25 16.04 85,250 Granted - - - Exercised (98,716) 11.05 - 15.00 14.27 Forfeited (54,746) 11.05 - 24.25 15.47 Expired (170,321) 15.00 - 24.25 17.26 Balance, December 31, 2015 2,501,926 11.05 - 22.39 16.04 86,326 Granted - - - Forfeited - - - Expired (1,546,986) 11.05 - 22.39 15.57 Balance, December 31, 2016 954,940 $ 12.55 - 22.39 $ 16.81 $ - |
Summary Of Options Outstanding And Options Exercisable | As of December 31, 2016 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 4.0 $ - Options exercisable 902,845 16.60 4.0 - |
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, 2014 973,193 $ 15.66 Granted 1,688,632 13.98 Vested and released (336,395) 15.39 Forfeited (163,048) 15.50 Balance, December 31, 2014 2,162,382 14.40 Granted 1,557,283 12.36 Vested and released (1,402,856) 13.85 Forfeited (426,430) 13.42 Balance, December 31, 2015 1,890,379 13.35 Granted 78,646 11.82 Vested and released (828,802) 13.53 Forfeited (101,939) 12.23 Balance, December 31, 2016 1,038,284 $ 12.86 |
Restricted Stock Units (RSUs) [Member] | |
Summary Of Restricted Stock And Restricted Stock Units Award Activity | Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 2,581,647 8.27 Forfeited (183,598) 8.31 Balance, December 31, 2016 2,398,049 $ 8.27 |
Performance Based Restricted Stock Units [Member] | |
Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units | Weighted Average Number of Grant Date Units Fair Value Balance, January 1, 2016 - $ - Granted 896,711 9.21 Forfeited (62,778) 9.21 Balance, December 31, 2016 833,933 $ 9.21 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Summary Of Tax Jurisdictions Under Audit | Jurisdictions Tax Year(s) U.S. Federal 2013 , 2014 & 2015 New York State 2012 , 2013 & 2014 New York City 2013 & 2014 Tennessee 2011 & 2012 |
Schedule Of Income (Loss) From Continuing Operations Before Income Taxes | Year ended December 31, (In thousands) 2016 2015 2014 U.S. $ (23,807) $ 28,961 $ 17,867 International (1,887) (2,004) (2,588) Income (loss) from continuing operations $ (25,694) $ 26,957 $ 15,279 |
Schedule Of Components Of Income Tax Expense (Benefit) | Year ended December 31, (In thousands) 2016 2015 2014 Current: Federal $ 9,127 $ 25,428 $ 9,752 State 1,651 1,806 (1,155) Total current 10,778 27,234 8,597 Deferred: Federal (1,161) (16,654) (2,306) State (1,273) (465) 1,969 Total deferred (2,434) (17,119) (337) Total income tax expense $ 8,344 $ 10,115 $ 8,260 |
Schedule Of Effective Income Tax Rate Reconciliation | Year ended December 31, (In thousands) 2016 2015 2014 Income taxes at statutory rate $ (8,993) $ 9,434 $ 5,348 State income taxes, net of federal benefit (1,028) 1,534 1,727 Foreign losses 101 134 342 Permanent items (442) (262) 6,287 Goodwill impairment 10,150 - - Adjustments to income tax payable - (256) (591) Uncertain tax positions 1,637 (1,202) (8,441) Adjustment to deferred tax assets - 1,685 488 Rate changes (658) (1,310) (647) IRS and state audits 863 - 407 Stock compensation 6,066 920 1,975 State amended tax returns (734) (253) (684) IRC Sec. 481(a) adjustment - (886) 916 Valuation allowance 1,497 613 1,133 Other (115) (36) - $ 8,344 $ 10,115 $ 8,260 |
Schedule Of Deferred Tax Assets And Liabilities | December 31, December 31, (In thousands) 2016 2015 Allowance for doubtful accounts $ 48 $ 56 Accrued expenses 7,535 4,747 Prepaid expenses - (1,158) Intangibles acquired (76,230) (79,230) Depreciation and amortization 44,461 39,567 Stock compensation 8,383 13,777 Net operating loss carryforwards 13,405 17,125 Capital loss carryforward 11,125 11,522 Valuation allowance (16,514) (15,501) Accrued earnout contingencies 2,669 1,543 Total noncurrent deferred tax liabilities (5,118) (7,552) Total net deferred tax liabilities $ (5,118) $ (7,552) |
Schedule Of Deferred Tax Assets And Liabilities, Classification | December 31, December 31, (In thousands) 2016 2015 Deferred tax assets: Total noncurrent deferred assets $ 72,517 $ 74,169 72,517 74,169 Deferred tax liabilities: Total noncurrent deferred liabilities $ (77,635) $ (81,721) (77,635) (81,721) Total net deferred tax liabilities $ (5,118) $ (7,552) |
Schedule Of Unrecognized Tax Benefits | Year ended December 31, (In thousands) 2016 2015 2014 Unrecognized tax benefits, beginning balance $ 3,917 $ 5,087 $ 12,914 Additions for prior year tax positions 166 - 1,725 Reductions for prior year tax positions (127) (1,126) (9,552) Reductions for lapse in statute - (277) - Reductions for settlements - - - Additions for current year tax positions 1,495 233 - Unrecognized tax benefits, ending balance $ 5,451 $ 3,917 $ 5,087 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Future Minimum Lease Payments | (In thousands) Operating leases Year ending December 31, 2017 $ 3,240 2018 3,593 2019 3,119 2020 2,828 2021 2,865 Thereafter 13,434 Total minimum lease payments $ 29,079 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule Of Contractual Maturities Of Corporate Debt | (in thousands) Amount 2017 $ - 2018 295,721 2019 - 2020 - 2021 - Thereafter - $ 295,721 |
Senior Notes [Member] | |
Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs | The following table presents interest expense, amortization of original issue discount and amortization of deferred financing costs, related to the Senior Notes: Year ended (in thousands) December 31, 2016 December 31, 2015 December 31, 2014 Interest expense $ 18,375 $ 18,375 $ 18,375 Original issue discount 655 615 577 Deferred financing costs 1,788 1,622 1,292 The following original issue discount and deferred financing costs related to the Senior Notes remain to be amortized: (in thousands) December 31, 2016 December 31, 2015 Original issue discount $ 1,133 $ 1,788 Deferred financing costs 3,147 4,928 |
Revolving Credit Facility [Member] | |
Summary Of Interest Expenses For Commitment Fees And Amortization Of Deferred Financing Costs | Year ended (in thousands) December 31, 2016 December 31, 2015 December 31, 2014 Interest expense $ 341 $ 298 $ 353 Deferred financing costs 339 339 339 |
Summary Of Deferred Loan Fees | (in thousands) December 31, 2016 December 31, 2015 Deferred financing costs $ 450 $ 754 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 | Year ended December 31, December 31, (In thousands, except share and per share data) 2016 2015 Total revenue $ 460,954 $ 439,632 Net income (loss) $ (28,259) $ 8,731 Weighted average shares: Basic 89,531,542 97,988,092 Diluted 89,531,542 100,073,688 Earnings (loss) per share: Basic $ (0.32) $ 0.09 Diluted $ (0.32) $ 0.09 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Schedule Of Restructuring Charges And Their Utilization | Year ended December 31, 2016 (In thousands) Balance at January 1, 2015 $ - Restructuring charges 5,616 Utilized (3,450) Balance at December 31, 2015 2,166 Restructuring charges and adjustments, net (117) Utilized (2,049) Balance at December 31, 2016 $ - |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operation [Abstract] | |
Schedule Of Discontinued Operations, In The Consolidated Financial Statements | The following tables present the major classes of line items constituting pretax income (loss) of discontinued operation and reconcile to the net income (loss) of the discontinued operation that are presented in the consolidated statement of comprehensive income (loss) : Year ended December 31, (In thousands) 2015 2014 Revenue $ 176,184 $ 194,639 Costs and expenses: Cost of revenue 127,592 142,590 Other expenses 101,425 54,521 Operating expenses 229,017 197,111 Loss before taxes (52,833) (2,472) Income tax benefit (14,079) (625) Net loss from discontinued operation (38,754) (1,847) Loss on sale of discontinued operation (9,114) - Income tax benefit (17,680) - Net gain on sale of discontinued operation 8,566 - Net loss on discontinued operation $ (30,188) $ (1,847) The following tables present the major cash flow components of discontinued operation: Year ended December 31, (In thousands) 2015 2014 Depreciation $ 4,314 $ 3,452 Amortization 20,727 21,035 Goodwill impairment 35,000 - Stock compensation expense 3,864 3,197 Capital expenditures 5,328 5,134 |
Quarterly Financial Data (Una37
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data (Unaudited) [Abstract] | |
Schedule Of Quarterly Statement Of Income | Three months ended Three months ended (In thousands) 3/31/2016 (a) 6/30/2016 (b)(g) 9/30/2016 (c) 12/31/2016 (d)(g) 3/31/2015 6/30/2015 9/30/2015 (e) 12/31/2015 (f) Revenue $ 93,478 $ 98,302 $ 128,798 $ 113,583 $ 89,226 $ 89,333 $ 99,659 $ 93,746 Net income (loss) continuing operations $ 722 $ (41,309) $ 10,782 $ (4,233) $ 4,382 $ 2,112 $ 5,665 $ 4,683 Net income (loss) discontinued operation $ (439) $ 353 $ (96) $ 86 $ 571 $ (1,792) $ (29,056) $ 89 Net income (loss) $ 283 $ (40,956) $ 10,686 $ (4,147) $ 4,953 $ 320 $ (23,391) $ 4,772 Basic and diluted net income (loss) per share: Net income (loss) continuing operations: Basic $ 0.01 $ (0.47) $ 0.12 $ (0.05) $ 0.04 $ 0.02 $ 0.06 $ 0.05 Diluted $ 0.01 $ (0.47) $ 0.12 $ (0.05) $ 0.04 $ 0.02 $ 0.06 $ 0.05 Net income (loss) discontinued operation Basic $ (0.01) $ 0.00 $ (0.00) $ 0.00 $ 0.01 $ (0.02) $ (0.30) $ 0.00 Diluted $ (0.01) $ 0.00 $ (0.00) $ 0.00 $ 0.01 $ (0.02) $ (0.28) $ 0.00 Net income (loss): Basic $ 0.00 $ (0.47) $ 0.12 $ (0.05) $ 0.05 $ 0.00 $ (0.24) $ 0.05 Diluted $ 0.00 $ (0.47) $ 0.12 $ (0.05) $ 0.05 $ 0.00 $ (0.23) $ 0.05 __________ (a) The first quarter 2016 includes an $851,000 insurance claim that was reimbursed for a previously settled and paid legal settlement. (b) Results for the second quarter 2016 include the NextAdvisor acquisition; a $20.0 million expense for a proposed settlement of the private securities class action lawsuit pending against the Company (approximately 70% of which to be funded by insurers); and a $25.0 million impairment of goodwill in our Banking reporting unit. (c) Results for the third quarter 2016 include a benefit of $13.8 million for insurance proceeds for the proposed settlement of the private securities class action lawsuit against the Company; a $4.2 million estimated impairment of goodwill in our Quizzle reporting unit; and an expense of $2.9 million for a change in estimate as part of the change in fair value of contingent acquisition consideration. (d) Results the fourth quarter 2016 include a $2.4 million impairment of goodwill and a $7.5 million impairment of intangible assets in our Quizzle reporting unit; a $4.0 million impairment of goodwill in our Senior Care reporting unit; and a benefit of $10.6 million for a change in estimate as part of the change in fair value of contingent acquisition consideration. (e) Results for the third quarter 2015 include a $35.0 million impairment of goodwill in the former Insurance reporting unit, which is classified as a discontinued operation. (f) During the fourth quarter 2015, we completed the sale of our Insurance business and recorded a loss on sale within loss on discontinued operation. (g) As we incurred a net loss from continuing operations for this period, all outstanding stock options, restricted and performance s tock awards have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and dilutive weighted average shares outstanding are equal for such period. |
Organization And Basis Of Pre38
Organization And Basis Of Presentation (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)itemshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Number Of Local Markets | item | 600 | ||
Number of financial products | item | 300 | ||
Treasury stock purchased | $ 55,297,000 | $ 79,119,000 | $ 57,879,000 |
Increase to treasury stock for shares withheld from the vesting of stock-based compensation awards to pay for employee tax withholding, shares | shares | 496,000 | ||
Increase to treasury stock for shares withheld from the vesting of stock-based compensation awards to pay for employee tax withholding | $ 5,200,000 | ||
Share Repurchase Program February 2016 [Member] | |||
Share repurchase program authorized amount | $ 50,000,000 | ||
Treasury stock purchased, Shares | shares | 5,600,000 | ||
Treasury stock purchased | $ 50,000,000 | ||
Sales And Marketing To Cost Of Revenue [Member] | |||
Prior period reclassification adjustment | 994,000 | 178,000 | |
Sales And Marketing To General And Administrative Expense [Member] | |||
Prior period reclassification adjustment | $ 290,000 | $ 881,000 | |
China Operations [Member] | |||
Severance Costs | 529,000 | ||
China Operations [Member] | Intangible And Work In Process Assets And Furniture, Fixtures And Equipment [Member] | |||
Accelerated amortization and depreciation | 588,000 | ||
Trademarks [Member] | China Operations [Member] | |||
Intangible asset, fair value | 35,000 | ||
Developed Fixed Assets [Member] | China Operations [Member] | |||
Intangible asset, fair value | $ 13,000 |
Summary Of Significant Accoun39
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Line Items] | |||||||
Cash equivalents subject to $250,000 FDIC insured deposit limit | $ 175,800,000 | $ 175,800,000 | |||||
Bad debt expense | 183,000 | $ 584,000 | $ 494,000 | ||||
Accounts deemed uncollectible | 140,000 | 305,000 | (17,000) | ||||
Allowance for Doubtful Accounts Receivable, Recoveries | 17,000 | ||||||
Impairment charges of long-lived assets | 0 | 0 | |||||
Impairment of goodwill | 35,632,000 | ||||||
Website development costs capitalized during period | 4,600,000 | 2,800,000 | $ 2,500,000 | ||||
Deferred compensation liability | 229,000 | 229,000 | 227,000 | ||||
Assets held under grantor trust | 178,000 | 178,000 | 173,000 | ||||
Deferred financing cost | 3,100,000 | $ 3,100,000 | $ 4,900,000 | ||||
Online revenue as percentage of total revenue | 99.00% | 99.00% | 99.00% | ||||
Marketing and advertising expense | $ 117,700,000 | $ 72,400,000 | $ 56,600,000 | ||||
Global Logic, Inc. [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Payments made to related parties | $ 128,000 | 278,000 | 120,000 | ||||
Leasehold Improvements [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Useful life | 20 years | ||||||
Website Development Costs [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Useful life | 3 years | ||||||
Minimum [Member] | Furniture Fixtures and Equipment [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Useful life | 3 years | ||||||
Maximum [Member] | Furniture Fixtures and Equipment [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Useful life | 7 years | ||||||
British Pound Sterling [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Cash equivalents | 531,000 | $ 531,000 | |||||
Chinese Renminbi [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Cash equivalents | 350,000 | 350,000 | |||||
Revolving Credit Facility [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Revolving credit facility, amount | 70,000,000 | 70,000,000 | |||||
Amortization of deferred financing costs | 339,000 | 339,000 | 339,000 | ||||
Continuing Operations [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Bad debt expense | 183,000 | 265,000 | 130,000 | ||||
Banking [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Impairment of goodwill | $ 25,000,000 | 31,632,000 | |||||
Senior Care [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Impairment of goodwill | 4,000,000 | 4,000,000 | |||||
Insurance [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Impairment of goodwill | $ 35,000,000 | 35,000,000 | |||||
Quizzle, LLC [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Impairment of intangible assets | 7,500,000 | 7,500,000 | |||||
Impairment of goodwill | 2,400,000 | $ 4,200,000 | 6,600,000 | ||||
Senior Notes [Member] | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Debt instrument principal amount | $ 300,000,000 | 300,000,000 | |||||
Amortization of deferred financing costs | $ 1,788,000 | $ 1,622,000 | $ 1,292,000 |
Summary Of Significant Accoun40
Summary Of Significant Accounting Policies (Schedule Of Estimated Useful Lives For Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Maximum [Member] | Trademarks And Domain Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Maximum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Maximum [Member] | Affiliate Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Maximum [Member] | Developed Technologies [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Minimum [Member] | Trademarks And Domain Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Minimum [Member] | Affiliate Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Minimum [Member] | Developed Technologies [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Financial Statement Details (Na
Financial Statement Details (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation expense | $ 6,400,000 | $ 4,400,000 | $ 3,800,000 | ||||||||
Earnings per share | $ (0.05) | $ 0.12 | $ (0.47) | $ 0 | $ 0.05 | $ (0.24) | $ 0 | $ 0.05 | $ (0.38) | $ (0.14) | $ 0.05 |
Operating Expense, Depreciation [Member] | |||||||||||
Depreciation expense | $ 929,000 | ||||||||||
Depreciation net of tax | $ 585,000 | ||||||||||
Maximum [Member] | Operating Expense, Depreciation [Member] | |||||||||||
Earnings per share | $ 0.01 |
Financial Statement Details (Pr
Financial Statement Details (Prepaid Expenses And Other Current Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Deferred receivable for business divestiture | $ 20,592 | |
Deferred payment in escrow | 7,928 | |
Prepaid income taxes | $ 21,728 | 6,358 |
Other current assets | 5,143 | 7,163 |
Prepaid expenses and other current assets, Total | 26,871 | $ 42,041 |
Insurance [Member] | ||
Cash to be paid to us on the second anniversary of the closing date | $ 23,100 |
Financial Statement Details (No
Financial Statement Details (Non-current Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Work-in-progress software development costs | $ 2,640 | $ 2,398 |
Deferred receivable for business divestiture | 18,391 | |
Other | 2,096 | 3,166 |
Noncurrent assets | 23,127 | $ 5,564 |
Insurance [Member] | ||
Future Proceeds To Be Paid From Divestiture Of Businesses | $ 23,100 |
Financial Statement Details (Fu
Financial Statement Details (Furniture, Fixtures And Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment, Gross | $ 34,954 | $ 26,216 |
Less accumulated depreciation and amortization | 19,514 | 16,027 |
Furniture, fixtures and equipment, net of accumulated depreciation and amortization | 15,440 | 10,189 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment, Gross | 2,797 | 1,239 |
Computers And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment, Gross | 22,629 | 20,425 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment, Gross | 2,334 | 1,759 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment, Gross | $ 7,194 | $ 2,793 |
Financial Statement Details (Ac
Financial Statement Details (Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Accrued payroll and related benefits | $ 12,022 | $ 5,892 |
Due to distribution partners | 5,998 | 6,041 |
Marketing | 3,324 | 1,781 |
Acquisition, disposition and related expenses | 4,986 | |
Other | 6,543 | 7,138 |
Accrued expenses | $ 27,887 | $ 25,838 |
Financial Statement Details (Ot
Financial Statement Details (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Current acquisition related payables | $ 3,695 | $ 12,490 |
Other | 2,816 | 2,191 |
Other current liabilities | $ 6,511 | $ 14,681 |
Financial Statement Details (47
Financial Statement Details (Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Noncurrent acquisition related payables | $ 30,711 | $ 3,906 |
Noncurrent deferred rent and lease obligation | 4,137 | 29 |
Liability for uncertain tax positions | 3,500 | 1,736 |
Other | 1,450 | 200 |
Total other liabilities | $ 39,798 | $ 5,871 |
Goodwill And Intangible Asset48
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charge | $ 35,632,000 | ||||||
Amortization expense | 35,900,000 | $ 36,400,000 | $ 30,700,000 | ||||
Urls And Domain Names [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Amortization expense | 1,800,000 | ||||||
Developed Technologies [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment of intangible assets | 7,000,000 | ||||||
Trademarks And Domain Names [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment of intangible assets | 410,000 | ||||||
Customer Relationships [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment of intangible assets | 70,000 | ||||||
Senior Care [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charge | $ 4,000,000 | 4,000,000 | |||||
Banking [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charge | $ 25,000,000 | 31,632,000 | |||||
Insurance [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charge | $ 35,000,000 | $ 35,000,000 | |||||
Quizzle, LLC [Member] | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charge | 2,400,000 | $ 4,200,000 | 6,600,000 | ||||
Impairment of intangible assets | $ 7,500,000 | $ 7,500,000 |
Goodwill And Intangible Asset49
Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Balance, Beginning of period | $ 567,544 | $ 545,772 | ||||
Additions due to acquisitions | 67,893 | 21,772 | ||||
Impairment charges | (35,632) | |||||
Balance, End of period | $ 599,805 | 599,805 | 567,544 | |||
Credit Card [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Balance, Beginning of period | 383,878 | 383,878 | ||||
Additions due to acquisitions | 67,893 | |||||
Balance, End of period | 451,771 | 451,771 | 383,878 | |||
Banking [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Balance, Beginning of period | 159,148 | 138,127 | ||||
Additions due to acquisitions | 21,021 | |||||
Impairment charges | $ (25,000) | (31,632) | ||||
Balance, End of period | 127,516 | 127,516 | 159,148 | |||
Insurance [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Impairment charges | $ (35,000) | (35,000) | ||||
Senior Care [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Balance, Beginning of period | 24,518 | 23,767 | ||||
Additions due to acquisitions | 751 | |||||
Impairment charges | (4,000) | (4,000) | ||||
Balance, End of period | 20,518 | 20,518 | 24,518 | |||
Quizzle, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Balance, Beginning of period | 21,800 | |||||
Impairment charges | $ (2,400) | $ (4,200) | $ (6,600) | |||
Balance, End of period | $ 21,800 |
Goodwill And Intangible Asset50
Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 394,450 | $ 374,393 |
Accumulated Amortization | (202,331) | (168,627) |
Total expected amortization expense for intangible assets | $ 192,119 | $ 205,766 |
Weighted Average Amortization Period Years | 12 years 9 months 18 days | 13 years 3 months 18 days |
Trademarks And Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 204,534 | $ 199,461 |
Accumulated Amortization | (84,494) | (69,002) |
Total expected amortization expense for intangible assets | $ 120,040 | $ 130,459 |
Weighted Average Amortization Period Years | 16 years 6 months | 17 years 1 month 6 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 157,648 | $ 135,831 |
Accumulated Amortization | (100,611) | (84,183) |
Total expected amortization expense for intangible assets | $ 57,037 | $ 51,648 |
Weighted Average Amortization Period Years | 9 years | 9 years 1 month 6 days |
Affiliate Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 12,670 | $ 12,670 |
Accumulated Amortization | (6,922) | (6,382) |
Total expected amortization expense for intangible assets | $ 5,748 | $ 6,288 |
Weighted Average Amortization Period Years | 10 years 3 months 18 days | 10 years 3 months 18 days |
Developed Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 18,167 | $ 26,431 |
Accumulated Amortization | (10,046) | (9,060) |
Total expected amortization expense for intangible assets | $ 8,121 | $ 17,371 |
Weighted Average Amortization Period Years | 6 years 2 months 12 days | 7 years 7 months 6 days |
Non-compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,431 | |
Accumulated Amortization | (258) | |
Total expected amortization expense for intangible assets | $ 1,173 | |
Weighted Average Amortization Period Years | 3 years |
Goodwill And Intangible Asset51
Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets [Abstract] | ||
2,017 | $ 34,534 | |
2,018 | 30,929 | |
2,019 | 22,277 | |
2,020 | 15,840 | |
2,021 | 13,446 | |
Thereafter | 75,093 | |
Total expected amortization expense for intangible assets | $ 192,119 | $ 205,766 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net (loss) income from continuing operations | $ (4,233) | $ 10,782 | $ (41,309) | $ 722 | $ 4,683 | $ 5,665 | $ 2,112 | $ 4,382 | $ (34,038) | $ 16,842 | $ 7,019 |
Net loss from discontinued operation, net of income taxes | 86 | (96) | 353 | (439) | 89 | (29,056) | (1,792) | 571 | (96) | (30,188) | (1,847) |
Net (loss) income | $ (4,147) | $ 10,686 | $ (40,956) | $ 283 | $ 4,772 | $ (23,391) | $ 320 | $ 4,953 | $ (34,134) | $ (13,346) | $ 5,172 |
Weighted average common shares outstanding for basic earnings (loss) per share | 89,181,386 | 97,637,936 | 100,399,458 | ||||||||
Additional dilutive shares related to share based awards | 2,085,596 | 2,017,815 | |||||||||
Weighted average common shares outstanding for diluted earnings (loss) per share | 89,181,386 | 99,723,532 | 102,417,273 | ||||||||
Basic net (loss) income per share: | |||||||||||
Continuing operations | $ (0.05) | $ 0.12 | $ (0.47) | $ 0.01 | $ 0.05 | $ 0.06 | $ 0.02 | $ 0.04 | $ (0.38) | $ 0.17 | $ 0.07 |
Discontinued operations | 0 | 0 | 0 | (0.01) | 0 | (0.30) | (0.02) | 0.01 | (0.31) | (0.02) | |
Basic net (loss) income per share: | (0.05) | 0.12 | (0.47) | 0 | 0.05 | (0.24) | 0 | 0.05 | (0.38) | (0.14) | 0.05 |
Diluted net (loss) income per share: | |||||||||||
Continuing operations | (0.05) | 0.12 | (0.47) | 0.01 | 0.05 | 0.06 | 0.02 | 0.04 | (0.38) | 0.17 | 0.07 |
Discontinued operations | 0 | 0 | 0 | (0.01) | 0 | (0.28) | (0.02) | 0.01 | (0.30) | (0.02) | |
Diluted net (loss) income per share | $ (0.05) | $ 0.12 | $ (0.47) | $ 0 | $ 0.05 | $ (0.23) | $ 0 | $ 0.05 | $ (0.38) | $ (0.13) | $ 0.05 |
Earnings Per Share (Schedule 53
Earnings Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 1,710,678 | 1,355,614 | |
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 | 195,682 | 1,658,379 | 1,020,720 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 2,173,021 | 2,471,302 | 733,960 |
Segment Information, Geograph54
Segment Information, Geographic Data And Concentrations (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)customercounty | Dec. 31, 2015USD ($)customercounty | Dec. 31, 2014USD ($)county | |
Concentration Risk [Line Items] | |||||||||||
Revenue | $ | $ (113,583) | $ (128,798) | $ (98,302) | $ (93,478) | $ (93,746) | $ (99,659) | $ (89,333) | $ (89,226) | $ (434,161) | $ (371,964) | $ (352,051) |
Sales [Member] | Customer Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of customers | customer | 2 | 2 | |||||||||
Sales [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk percentage | 25.00% | 20.00% | |||||||||
Sales [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk percentage | 17.00% | 16.00% | |||||||||
Sales [Member] | Customer Concentration Risk [Member] | Countries [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of countries | county | 0 | 0 | 0 | ||||||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||||||||
Credit Cards [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of customers | customer | 2 | 2 | |||||||||
Credit Cards [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk percentage | 24.00% | 35.00% | |||||||||
Credit Cards [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk percentage | 11.00% | 14.00% | |||||||||
Intercompany Eliminations [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | $ | $ 6,300 | $ 4,900 | $ 5,300 |
Segment Information, Geograph55
Segment Information, Geographic Data And Concentrations (Schedule Of Revenue And Long-Lived Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 113,583 | $ 128,798 | $ 98,302 | $ 93,478 | $ 93,746 | $ 99,659 | $ 89,333 | $ 89,226 | $ 434,161 | $ 371,964 | $ 352,051 |
Long lived assets | 807,364 | 783,499 | 807,364 | 783,499 | |||||||
USA [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 431,617 | 368,424 | 347,370 | ||||||||
Long lived assets | 805,998 | 780,576 | 805,998 | 780,576 | |||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 2,544 | 3,540 | $ 4,681 | ||||||||
Long lived assets | $ 1,366 | $ 2,923 | $ 1,366 | $ 2,923 |
Segment Information, Geograph56
Segment Information, Geographic Data And Concentrations (Schedule Of Revenue Generated Customer Inquiry, Display Advertising And Print Publishing) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 113,583 | $ 128,798 | $ 98,302 | $ 93,478 | $ 93,746 | $ 99,659 | $ 89,333 | $ 89,226 | $ 434,161 | $ 371,964 | $ 352,051 |
Consumer Inquiry, Including Affiliate And Other [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 412,166 | 334,899 | 308,640 | ||||||||
Display Advertising [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 18,151 | 32,931 | 38,367 | ||||||||
Print Publishing [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 3,844 | $ 4,134 | $ 5,044 |
Segment Information, Geograph57
Segment Information, Geographic Data And Concentrations (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 113,583,000 | $ 128,798,000 | $ 98,302,000 | $ 93,478,000 | $ 93,746,000 | $ 99,659,000 | $ 89,333,000 | $ 89,226,000 | $ 434,161,000 | $ 371,964,000 | $ 352,051,000 |
Interest and other expenses, net | 19,677,000 | 22,279,000 | 20,816,000 | ||||||||
Depreciation and amortization | 42,247,000 | 40,843,000 | 34,502,000 | ||||||||
Changes in fair value of contingent acquisition consideration | (10,600,000) | 2,900,000 | (6,481,000) | (421,000) | 3,633,000 | ||||||
Stock-based compensation expense | 19,159,000 | 19,417,000 | 13,870,000 | ||||||||
Legal settlements | 5,345,000 | 3,000 | 1,403,000 | ||||||||
Acquisition, disposition and related expenses | 1,811,000 | 569,000 | 3,590,000 | ||||||||
Restructuring-related expenses | (117,000) | 5,616,000 | |||||||||
Impariment charges | 43,110,000 | ||||||||||
Income (loss) from continuing operations | (25,694,000) | 26,957,000 | 15,279,000 | ||||||||
Office lease exit, expense | 703,000 | ||||||||||
Insurance Claim Received | $ 851,000 | ||||||||||
Impairment of goodwill | 35,632,000 | ||||||||||
Banking [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of goodwill | $ 25,000,000 | 31,632,000 | |||||||||
Senior Care [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of goodwill | 4,000,000 | 4,000,000 | |||||||||
Insurance [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Stock-based compensation expense | 3,900,000 | 3,200,000 | |||||||||
Impairment of goodwill | $ 35,000,000 | 35,000,000 | |||||||||
Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 434,161,000 | 371,964,000 | 352,051,000 | ||||||||
Adjusted EBITDA | 114,797,000 | 127,123,000 | 117,800,000 | ||||||||
Interest and other expenses, net | 19,677,000 | 22,279,000 | 20,816,000 | ||||||||
Depreciation and amortization | 42,247,000 | 40,843,000 | 34,502,000 | ||||||||
Changes in fair value of contingent acquisition consideration | (6,481,000) | (421,000) | 3,633,000 | ||||||||
Legal settlements | 5,345,000 | 3,000 | 1,403,000 | ||||||||
Acquisition, disposition and related expenses | 1,811,000 | 569,000 | 3,590,000 | ||||||||
Restructuring-related expenses | (117,000) | 5,616,000 | |||||||||
Impariment charges | 43,110,000 | ||||||||||
Restatement-related expenses | 7,853,000 | 11,432,000 | 23,586,000 | ||||||||
NextAdvisor contingent payments | 6,205,000 | ||||||||||
China operations | 1,682,000 | 393,000 | 565,000 | ||||||||
Impact of purchase accounting | 35,000 | 556,000 | |||||||||
Income (loss) from continuing operations | (25,694,000) | 26,957,000 | 15,279,000 | ||||||||
Continuing Operations [Member] | Excluding CEO Transition Costs [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Stock-based compensation expense | 19,159,000 | 19,417,000 | 13,870,000 | ||||||||
Continuing Operations [Member] | Credit Cards [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 314,853,000 | 241,854,000 | 226,869,000 | ||||||||
Adjusted EBITDA | 117,612,000 | 113,644,000 | 92,227,000 | ||||||||
Continuing Operations [Member] | Banking [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 101,440,000 | 109,677,000 | 118,465,000 | ||||||||
Adjusted EBITDA | 24,166,000 | 33,070,000 | 44,854,000 | ||||||||
Continuing Operations [Member] | Senior Care [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 23,480,000 | 23,855,000 | 10,302,000 | ||||||||
Adjusted EBITDA | 983,000 | 389,000 | (2,581,000) | ||||||||
Continuing Operations [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | (5,612,000) | (3,422,000) | (3,585,000) | ||||||||
Adjusted EBITDA | (27,964,000) | $ (19,980,000) | $ (16,700,000) | ||||||||
Quizzle, LLC [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Impairment of goodwill | 2,400,000 | $ 4,200,000 | 6,600,000 | ||||||||
Impairment of intangible assets | $ 7,500,000 | $ 7,500,000 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cost of debt | 4.50% | ||
Minimum [Member] | |||
Discount factor | 14.00% | ||
Maximum [Member] | |||
Discount factor | 18.00% | ||
Contingent Acquisition Deferred Compensation [Member] | |||
(Decrease) Increase in fair value of contingent consideration | $ (869,000) | ||
Change in fair value of contingent consideration related to a passage of time | 1,100,000 | ||
Possible contingent payouts, low | 0 | ||
Possible contingent payouts, high | 11,400,000 | ||
Change in fair value | 869,000 | ||
Contingent Acquisition Deferred Compensation [Member] | Change in Accounting Method Accounted for as Change in Estimate [Member] | |||
Change in fair value of contingent consideration related to a passage of time | (255,000) | ||
Contingent Acquisition Consideration [Member] | |||
(Decrease) Increase in fair value of contingent consideration | 7,900,000 | $ 2,500,000 | $ (530,000) |
Change in fair value of contingent consideration related to a passage of time | 1,500,000 | 2,100,000 | 3,100,000 |
Additions to Level 3 | 37,293,000 | 3,747,000 | 1,930,000 |
Possible contingent payouts, low | 0 | ||
Possible contingent payouts, high | 164,100,000 | ||
Change in fair value | $ (6,481,000) | $ (421,000) | $ 3,633,000 |
Fair Value Measurement (Estimat
Fair Value Measurement (Estimated Fair Value And Related Carrying Amounts) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 295,721 | $ 293,284 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt | $ 302,250 | $ 297,000 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | $ 178 | $ 173 |
Total liabilities recurring fair value measurements | 31,580 | 9,107 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | 178 | 173 |
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 | 31,580 | 9,107 |
Investments Of The Non-qualified Deferred Compensation Plan [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | 178 | 173 |
Investments Of The Non-qualified Deferred Compensation Plan [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total asset recurring fair value measurements | 178 | 173 |
Contingent Acquisition Deferred Compensation [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | 869 | |
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 | 869 | |
Contingent Acquisition Consideration [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Total liabilities recurring fair value measurements | 30,711 | 9,107 |
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 | $ 30,711 | $ 9,107 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Contingent Acquisition Deferred Compensation [Member] | |||
Change in fair value | $ 869 | ||
Balance at end of period | 869 | ||
Contingent Acquisition Consideration [Member] | |||
Balance at beginning of period | 9,107 | $ 19,028 | $ 38,762 |
Additions to Level 3 | 37,293 | 3,747 | 1,930 |
Change in fair value | (6,481) | (421) | 3,633 |
Payments | (9,208) | (13,247) | (25,297) |
Balance at end of period | $ 30,711 | $ 9,107 | $ 19,028 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesitemshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 19,159,000 | $ 19,417,000 | $ 13,870,000 | ||
Loss on disposal of discontinued operations, net of taxes | 8,566,000 | ||||
Restructuring-related expenses | $ (117,000) | $ 5,616,000 | |||
Option forfeiture rate | 8.00% | 12.00% | |||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of individuals impacted by modification of stock options and stock awards | item | 40 | ||||
Stock-based compensation expense | $ 800,000 | $ 2,900,000 | 6,200,000 | ||
Additional compensation cost | 9,700,000 | 147,000 | |||
Loss on disposal of discontinued operations, net of taxes | 6,300,000 | ||||
Restructuring-related expenses | 3,400,000 | ||||
Stock options, contractual term | 7 years | ||||
Awards vested | shares | 88,000 | ||||
Intrinsic value of stock options exercised during the year | $ 83,000 | $ 8,200,000 | |||
Closing price of common stock | $ / shares | $ 11.05 | ||||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 400,000 | ||||
Unrecognized compensation cost, recognition period | 4 months 24 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | shares | 78,646 | 1,557,283 | 1,688,632 | ||
Shares outstanding | shares | 1,038,284 | 1,890,379 | 2,162,382 | 973,193 | |
Stock-based compensation expense, restricted stock | $ 9,600,000 | $ 14,200,000 | $ 7,700,000 | ||
Total fair value of restricted stock awards that vested during year | $ 11,200,000 | $ 19,400,000 | $ 5,200,000 | ||
Average grant date fair value | $ / shares | $ 11.82 | $ 12.36 | $ 13.98 | ||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 7,800,000 | ||||
Unrecognized compensation cost, recognition period | 9 months 18 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | shares | 2,581,647 | ||||
Shares outstanding | shares | 2,398,049 | ||||
Stock-based compensation expense, restricted stock | $ 4,800,000 | ||||
Average grant date fair value | $ / shares | $ 8.27 | ||||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 15,000,000 | ||||
Unrecognized compensation cost, recognition period | 1 year 2 months 12 days | ||||
Performance Based Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | shares | 1,394,288 | 1,217,145 | |||
Shares outstanding | shares | 1,025,670 | 1,218,418 | 1,020,720 | 419,500 | |
Vesting period | 5 years | ||||
Stock-based compensation expense, restricted stock | $ 2,000,000 | $ 2,300,000 | $ 0 | ||
Total fair value of restricted stock awards that vested during year | $ 1,500,000 | $ 2,300,000 | |||
Average grant date fair value | $ / shares | $ 12.73 | $ 15.77 | |||
Granted amount as percentage of target | 150.00% | ||||
Peformance measurement period | 2 years | 2 years | |||
Awards vested | shares | 0 | ||||
Unrecognized compensation costs, net of forfeitures, not related to stock option awards | $ 1,100,000 | ||||
Unrecognized compensation cost, recognition period | 1 year 2 months 12 days | ||||
Performance Based Restricted Shares [Member] | Determination Date [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting installment percentage | 20.00% | ||||
Performance Based Restricted Shares [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Condition on issuance of performance shares, range percentage | 0.00% | ||||
Performance Based Restricted Shares [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Condition on issuance of performance shares, range percentage | 100.00% | ||||
Performance Shares, Classified As A Liability [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock-based compensation expense, restricted stock | $ 1,300,000 | ||||
Performance Based Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Granted | shares | 896,711 | ||||
Shares outstanding | shares | 833,933 | ||||
Vesting period | 2 years | ||||
Stock-based compensation expense, restricted stock | $ 1,900,000 | ||||
Average grant date fair value | $ / shares | $ 9.21 | ||||
Total shareholder return factor could further adjust the number of shares by a maximum increase or decrease | 25.00% | ||||
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards | $ 3,800,000 | ||||
Unrecognized compensation cost, recognition period | 1 year 9 months 18 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% | ||||
Performance Based Restricted Stock Units [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Condition on issuance of performance shares, range percentage | 150.00% | ||||
2015 Equity Compensation Plan (the “2015 Plan”) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock based compensation program grant stock based awards | shares | 8,000,000 | ||||
Shares available for future issuance | shares | 6,200,000 | ||||
Insurance [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3,900,000 | $ 3,200,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 19,159 | $ 19,417 | $ 13,870 |
Cost Of Revenue [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,890 | 1,392 | 1,275 |
Sales And Marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,741 | 2,427 | 1,558 |
Product Development And Technology [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 4,113 | 3,503 | 2,203 |
General And Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 11,415 | $ 12,095 | $ 8,834 |
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) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |||
Number of Shares, Beginning Balance | 1,890,379 | 2,162,382 | 973,193 |
Number of Shares, Granted | 78,646 | 1,557,283 | 1,688,632 |
Number of Shares, Vested and released | (828,802) | (1,402,856) | (336,395) |
Number of Shares, Forfeited | (101,939) | (426,430) | (163,048) |
Number of Shares, Ending Balance | 1,038,284 | 1,890,379 | 2,162,382 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 13.35 | $ 14.40 | $ 15.66 |
Weighted Average Grant Date Fair Value, Granted | 11.82 | 12.36 | 13.98 |
Weighted Average Grant Date Fair Value, Vested and released | 13.53 | 13.85 | 15.39 |
Weighted Average Grant Date Fair Value, Forfeited | 12.23 | 13.42 | 15.50 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 12.86 | $ 13.35 | $ 14.40 |
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |||
Number of Shares, Granted | 2,581,647 | ||
Number of Shares, Forfeited | (183,598) | ||
Number of Shares, Ending Balance | 2,398,049 | ||
Weighted Average Grant Date Fair Value, Granted | $ 8.27 | ||
Weighted Average Grant Date Fair Value, Forfeited | 8.31 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 8.27 | ||
Performance Based Restricted Shares [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |||
Number of Shares, Beginning Balance | 1,218,418 | 1,020,720 | 419,500 |
Number of Shares, Granted | 1,394,288 | 1,217,145 | |
Number of Shares, Vested and released | (97,614) | (152,082) | |
Number of Shares, Forfeited | (95,134) | (528,506) | (196,425) |
Number of Shares, Unearned | (516,002) | (419,500) | |
Number of Shares, Ending Balance | 1,025,670 | 1,218,418 | 1,020,720 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 12.80 | $ 15.71 | $ 14.77 |
Weighted Average Grant Date Fair Value, Granted | 12.73 | 15.77 | |
Weighted Average Grant Date Fair Value, Vested and released | 15.33 | 15.06 | |
Weighted Average Grant Date Fair Value, Forfeited | 13.22 | 14.41 | 16.06 |
Weighted Average Grant Date Fair Value, Unearned | 16.06 | 14.77 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 12.52 | $ 12.80 | $ 15.71 |
Performance Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items] | |||
Number of Shares, Granted | 896,711 | ||
Number of Shares, Forfeited | (62,778) | ||
Number of Shares, Ending Balance | 833,933 | ||
Weighted Average Grant Date Fair Value, Granted | $ 9.21 | ||
Weighted Average Grant Date Fair Value, Forfeited | 9.21 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 9.21 |
Stock-Based Compensation (Weigh
Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Expected volatility of stock price | 56.35% |
Risk-free interest rate | 0.94% |
Valuation period | 2 years 22 days |
Dividend yield | 0.00% |
Stock-Based Compensation (Sto66
Stock-Based Compensation (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation [Abstract] | |||
Number of Options, Beginning Balance | 2,501,926 | 2,825,709 | 5,058,543 |
Number of Options, Exercised | (98,716) | (1,520,938) | |
Number of Options, Forfeited | (54,746) | (174,866) | |
Number of Options, Expired | (1,546,986) | (170,321) | (537,030) |
Number of Options, Ending Balance | 954,940 | 2,501,926 | 2,825,709 |
Exercise Price Per Share, Minimum Beginning Balance | $ 11.05 | $ 11.05 | $ 11.05 |
Exercise Price Per Share, Maximum Beginning Balance | 22.39 | 24.25 | 24.25 |
Exercise Price Per Share, Exercised Minimum | 11.05 | 11.05 | |
Exercise Price Per Share, Exercised Maximum | 15 | 18.08 | |
Exercise Price Per Share, Forfeited Minimum | 11.05 | 14.32 | |
Exercise Price Per Share, Forfeited Maximum | 24.25 | 23.71 | |
Exercise Price Per Share, Expired/forfeited Minimum | 11.05 | 15 | 14.32 |
Exercise Price Per Share, Expired/forfeited Maximum | 22.39 | 24.25 | 23.71 |
Exercise Price Per Share, Minimum Ending Balance | 12.55 | 11.05 | 11.05 |
Exercise Price Per Share, Maximum Ending Balance | 22.39 | 22.39 | 24.25 |
Weighted Average Exercise Price, Beginning Balance | 16.04 | 16.04 | 15.70 |
Weighted Average Exercise Price, Exercised | 14.27 | 15.01 | |
Weighted Average Exercise Price, Forfeited | 15.47 | 16.79 | |
Weighted Average Exercise Price, Expired/forfeited | 15.57 | 17.26 | 15.53 |
Weighted Average Exercise Price, Ending Balance | $ 16.81 | $ 16.04 | $ 16.04 |
Aggregate Intrinsic Value, Beginning Balance | $ 86,326 | $ 85,250 | $ 13,167,000 |
Aggregate Intrinsic Value, Ending Balance | $ 86,326 | $ 85,250 |
Stock-Based Compensation (Sum67
Stock-Based Compensation (Summary Of Options Outstanding And Options Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2016$ / 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) | 4 years |
Options exercisable, Number of Options | shares | 902,845 |
Options exercisable, Weighted Average Exercise Price | $ / shares | $ 16.60 |
Options exercisable, Weight Average Contractual Term (in years) | 4 years |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards expiration date | 2,021 | |||
Capital loss carryforward | $ 11,125,000 | $ 11,522,000 | ||
Increase in valuation allowance during year | 1,000,000 | |||
Expense (benefit) for unrecognized tax benefits | (1,500,000) | 1,200,000 | $ (7,800,000) | |
Unrecognized tax benefits | 5,451,000 | 3,917,000 | 5,087,000 | $ 12,914,000 |
Liability for uncertain tax positions | 3,500,000 | 1,736,000 | ||
Unrecognized tax benefits including interest and penalties | 104,000 | (33,000) | (614,000) | |
Accrued interest and penalties on uncertain tax positions | 158,000 | 54,000 | ||
Other Liabilities [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | 3,500,000 | 1,700,000 | $ 5,200,000 | |
Deferred Tax Liability, Non-current [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | 2,100,000 | 2,200,000 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 7,400,000 | 11,800,000 | ||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Tax Year 2013 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Examination, Year under Examination | 2,013 | |||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Tax Year 2014 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Examination, Year under Examination | 2,014 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 3,800,000 | 3,000,000 | ||
Valuation allowance | 3,200,000 | $ 2,000,000 | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 2,200,000 |
Income Taxes (Summary Of Tax Ju
Income Taxes (Summary Of Tax Jurisdictions Under Audit) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Tax Year 2011 [Member] | State and Local Jurisdiction [Member] | Tennessee Income Tax Authority [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,011 |
Tax Year 2012 [Member] | State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,012 |
Tax Year 2012 [Member] | State and Local Jurisdiction [Member] | Tennessee Income Tax Authority [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,012 |
Tax Year 2013 [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,013 |
Tax Year 2013 [Member] | State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,013 |
Tax Year 2013 [Member] | State and Local Jurisdiction [Member] | New York City Income Tax Authority [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,013 |
Tax Year 2014 [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,014 |
Tax Year 2014 [Member] | State and Local Jurisdiction [Member] | New York State Division of Taxation and Finance [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,014 |
Tax Year 2014 [Member] | State and Local Jurisdiction [Member] | New York City Income Tax Authority [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,014 |
Tax Year 2015 [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,015 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income (Loss) From Continuing Operations Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
U.S. | $ (23,807) | $ 28,961 | $ 17,867 |
International | (1,887) | (2,004) | (2,588) |
Income (loss) from continuing operations | $ (25,694) | $ 26,957 | $ 15,279 |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred: | |||
Total deferred | $ (2,434) | $ (18,296) | $ (382) |
Total income tax expense | 8,344 | 10,115 | 8,260 |
Continuing Operations [Member] | |||
Current: | |||
Federal | 9,127 | 25,428 | 9,752 |
State | 1,651 | 1,806 | (1,155) |
Total current | 10,778 | 27,234 | 8,597 |
Deferred: | |||
Federal | (1,161) | (16,654) | (2,306) |
State | (1,273) | (465) | 1,969 |
Total deferred | (2,434) | (17,119) | (337) |
Total income tax expense | $ 8,344 | $ 10,115 | $ 8,260 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Income taxes at statutory rate | $ (8,993) | $ 9,434 | $ 5,348 |
State income taxes, net of federal benefit | (1,028) | 1,534 | 1,727 |
Foreign losses | 101 | 134 | 342 |
Permanent items | (442) | (262) | 6,287 |
Goodwill impairment | 10,150 | ||
Adjustment to income tax payable | (256) | (591) | |
Uncertain tax positions | 1,637 | (1,202) | (8,441) |
Adjustment to deferred tax assets | 1,685 | 488 | |
Rate changes | (658) | (1,310) | (647) |
IRS and State Audit | 863 | 407 | |
Stock compensation | 6,066 | 920 | 1,975 |
State amendment tax returns | (734) | (253) | (684) |
IRC Sec 481(a) adjustment | (886) | 916 | |
Valuation allowance | 1,497 | 613 | 1,133 |
Other | (115) | (36) | |
Total income tax expense | $ 8,344 | $ 10,115 | $ 8,260 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Allowance for doubtful accounts | $ 48 | $ 56 |
Accrued expenses | 7,535 | 4,747 |
Prepaid expenses | (1,158) | |
Intangibles acquired | (76,230) | (79,230) |
Depreciation and amortization | 44,461 | 39,567 |
Stock compensation | 8,383 | 13,777 |
Net operating loss carryforwards | 13,405 | 17,125 |
Capital loss carryforward | 11,125 | 11,522 |
Valuation allowance | (16,514) | (15,501) |
Accrued earnout contingencies | 2,669 | 1,543 |
Total net deferred tax liabilities | $ (5,118) | $ (7,552) |
Income Taxes (Schedule Of Def74
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities, Classification) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Total noncurrent deferred assets | $ 72,517 | $ 74,169 |
Deferred tax assets | 72,517 | 74,169 |
Deferred tax liabilities: | ||
Total noncurrent deferred liabilities | (77,635) | (81,721) |
Deferred tax liabilities | (77,635) | (81,721) |
Total net deferred tax liabilities | $ (5,118) | $ (7,552) |
Income Taxes (Schedule Of Unrec
Income Taxes (Schedule Of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of total net unrecognized tax benefits are classified as other liabilities | |||
Unrecognized tax benefits, beginning balance | $ 3,917 | $ 5,087 | $ 12,914 |
Additions for prior year tax positions | 166 | 1,725 | |
Reductions for prior year tax positions | (127) | (1,126) | (9,552) |
Reductions for lapse in statute | (277) | ||
Additions for current year tax positions | 1,495 | 233 | |
Unrecognized tax benefits, ending balance | $ 5,451 | $ 3,917 | $ 5,087 |
Commitments And Contingencies76
Commitments And Contingencies (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)employee | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Loss Contingencies [Line Items] | |||||
Rent expense | $ 3,900,000 | $ 3,500,000 | $ 2,900,000 | ||
Executed employment agreements, number of senior executives | employee | 36 | ||||
Maximum severance provisions range | 1 year | ||||
Minimum severance provisions range | 6 months | ||||
Severance amount | $ 6,300,000 | ||||
Employer contribution to defined contribution plans | 1,700,000 | $ 1,400,000 | $ 981,000 | ||
BanxCorp Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Compensatory damages, treble damages, and attorneys' fees and costs | 180,000,000 | ||||
Securities Litigation [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual, Payments | $ 6,100,000 | ||||
Insurance proceeds | $ 13,800,000 | 13,800,000 | |||
Proposed settlement | $ 20,000,000 | $ 20,000,000 |
Commitments And Contingencies77
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Summary of initial lease terms | |
Operating leases, 2017 | $ 3,240 |
Operating leases, 2018 | 3,593 |
Operating leases, 2019 | 3,119 |
Operating leases, 2020 | 2,828 |
Operating leases, 2021 | 2,865 |
Operating leases, Thereafter | 13,434 |
Total minimum lease payments, Operating leases | $ 29,079 |
Debt (Senior Notes Narrative) (
Debt (Senior Notes Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Senior Secured Note, Carrying Amount | $ 295,721,000 | $ 293,284,000 | |
Cash received on sale of discontinued operation | 140,200,000 | ||
Long term debt, net of unamortized discount | 295,721,000 | 293,284,000 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument principal amount | $ 300,000,000 | ||
Interest rate | 6.125% | ||
Consent payment | $ 374,000 | ||
Redemption price, percentage | 101.00% | ||
Interest expense excluding amortization | $ 18,375,000 | 18,375,000 | $ 18,375,000 |
Amortization of Original issue discounts | 655,000 | 615,000 | 577,000 |
Outstanding discounts | 1,133,000 | 1,788,000 | |
Amortization of deferred financing costs | 1,788,000 | 1,622,000 | $ 1,292,000 |
Second Supplemental Indenture [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Consent payment | 708,855 | ||
Insurance [Member] | |||
Debt Instrument [Line Items] | |||
Cash received on sale of discontinued operation | $ 140,000,000 | ||
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Cash received on sale of discontinued operation | $ 130,000,000 | ||
Redemption price, percentage | 100.00% | ||
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Cash received on sale of discontinued operation | $ 10,000,000 |
Debt (Revolving Credit Facility
Debt (Revolving Credit Facility Narrative) (Details) - Revolving Credit Facility [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Revolving credit facility, amount | $ 70,000,000 | ||
Amortization of deferred financing costs | $ 339,000 | $ 339,000 | $ 339,000 |
Debt maturity date | May 17, 2018 | ||
Lenders [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum aggregate amount of total commitments | 30.00% | ||
Amount available for borrowing | $ 69,400,000 | ||
Letters of credit issued against the facility | $ 593,000 | ||
Consolidated leverage ratio | 400.00% | ||
Lenders [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.375% | ||
Lenders [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.50% | ||
Lenders [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Applicable margin rate | 3.00% | ||
Lenders [Member] | Eurodollar [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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Senior Notes [Member] | |||
Interest expense | $ 18,375 | $ 18,375 | $ 18,375 |
Amortization of Original issue discounts | 655 | 615 | 577 |
Amortization of deferred financing costs | 1,788 | 1,622 | 1,292 |
Unamortized Original issue discounts | 1,133 | 1,788 | |
Unamortized Deferred financing costs | 3,147 | 4,928 | |
Revolving Credit Facility [Member] | |||
Interest expense | 341 | 298 | 353 |
Amortization of deferred financing costs | 339 | 339 | $ 339 |
Unamortized Deferred financing costs | $ 450 | $ 754 |
Debt (Schedule Of Contractual M
Debt (Schedule Of Contractual Maturities Of Corporate Debt) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt [Abstract] | |
2,017 | |
2,018 | 295,721 |
2,019 | |
2,020 | |
2,021 | |
Thereafter | |
Corporate debt | $ 295,721 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 17, 2016 | |
Business Acquisition [Line Items] | ||||||||
Escrow deposit | $ 7,928,000 | $ 7,928,000 | $ 7,928,000 | $ 7,928,000 | ||||
Contingent consideration liability | (10,600,000) | $ 2,900,000 | (6,481,000) | $ (421,000) | $ 3,633,000 | |||
Fair value of contingent acquisition | 37,293,000 | 3,747,000 | 1,930,000 | |||||
Goodwill | 599,805,000 | 599,805,000 | 599,805,000 | 599,805,000 | 567,544,000 | 545,772,000 | ||
Adjustments recorded subsequent to the acquisition, primarily for post-closing working capital adjustments | $ 1,500,000 | |||||||
Next Advisor, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 17, 2016 | |||||||
Cash paid | 1,300,000 | $ 63,400,000 | ||||||
Escrow deposit | 11,900,000 | 11,900,000 | 11,900,000 | 11,900,000 | ||||
Escrow payments | 4,000,000 | |||||||
Possible contingent payouts, high | 134,100,000 | 134,100,000 | 134,100,000 | 134,100,000 | ||||
Contingent consideration liability | $ 37,300,000 | |||||||
Assumed net liability | $ 4,342,000 | |||||||
Assumed net liability | (34,128,000) | |||||||
Goodwill | 67,893,000 | |||||||
Intangible assets | $ 30,018,000 | |||||||
Contributed revenue from acquisitions | 29,100,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 5,300,000 | |||||||
Business Combination, Pro Forma Information, Adjusted EBITDA of Acquiree since Acquisition Date, Actual | 7,800,000 | |||||||
Weighted Average Useful Life | 7 years | |||||||
Quizzle, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2015 | |||||||
Aggregate purchase price | 40,300,000 | |||||||
Fair value of contingent acquisition | 2,700,000 | |||||||
Business Combination Deferred Payments Fair Value | 6,900,000 | |||||||
Goodwill | 21,800,000 | |||||||
Intangible assets | 19,200,000 | |||||||
Goodwill expected to be deductible | 19,400,000 | |||||||
Contributed revenue from acquisitions | $ 7,600,000 | |||||||
Weighted Average Useful Life | 10 years | |||||||
Caring, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | May 1, 2014 | |||||||
Escrow deposit | 4,300,000 | |||||||
Aggregate purchase price | 53,700,000 | |||||||
Goodwill | 23,000,000 | |||||||
Intangible assets | $ 29,500,000 | |||||||
Weighted Average Useful Life | 9 years | |||||||
Wallaby [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Dec. 1, 2014 | |||||||
Aggregate purchase price | $ 10,000,000 | |||||||
Goodwill | 6,100,000 | |||||||
Intangible assets | $ 3,900,000 | |||||||
Weighted Average Useful Life | 5 years | |||||||
Other Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 9,900,000 | |||||||
Fair value of contingent acquisition | 1,900,000 | |||||||
Goodwill | 30,000 | |||||||
Intangible assets | $ 9,900,000 | |||||||
Weighted Average Useful Life | 7 years | |||||||
Developed Technologies [Member] | Next Advisor, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 150,000 | 150,000 | 150,000 | $ 150,000 | ||||
Developed Technologies [Member] | Quizzle, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 11,500,000 | |||||||
Developed Technologies [Member] | Caring, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 5,000,000 | |||||||
Developed Technologies [Member] | Wallaby [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 3,600,000 | |||||||
Customer Relationships [Member] | Next Advisor, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 22,200,000 | 22,200,000 | 22,200,000 | 22,200,000 | ||||
Customer Relationships [Member] | Quizzle, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 3,100,000 | |||||||
Customer Relationships [Member] | Caring, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 9,900,000 | |||||||
Trademarks And Domain Names [Member] | Next Advisor, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 6,200,000 | 6,200,000 | 6,200,000 | 6,200,000 | ||||
Trademarks And Domain Names [Member] | Quizzle, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 4,600,000 | |||||||
Trademarks [Member] | Wallaby [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 250,000 | |||||||
Internet Domain Names [Member] | Caring, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 14,600,000 | |||||||
Non-compete [Member] | Next Advisor, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 |
Acquisitions (Schedule of Recog
Acquisitions (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill | $ 599,805 | $ 567,544 | $ 545,772 | |
Next Advisor, Inc. [Member] | ||||
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 |
Acquisitions (Schedule of Estim
Acquisitions (Schedule of Estimated Weighted Average Amortization Periods For Intangible Assets) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 12 years 9 months 18 days | 13 years 3 months 18 days |
Trademarks And Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 16 years 6 months | 17 years 1 month 6 days |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 9 years | 9 years 1 month 6 days |
Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 6 years 2 months 12 days | 7 years 7 months 6 days |
Non-compete [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 3 years | |
Next Advisor, Inc. [Member] | Trademarks And Domain Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 5 years | |
Next Advisor, Inc. [Member] | Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 8 years | |
Next Advisor, Inc. [Member] | Developed Technologies [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 2 years | |
Next Advisor, Inc. [Member] | Non-compete [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period Years | 3 years |
Acquisitions (Schedule of Busin
Acquisitions (Schedule of Business Acquisition, Pro Forma Information) (Details) - Next Advisor, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total revenue | $ 460,954 | $ 439,632 |
Net income (loss) | $ (28,259) | $ 8,731 |
Weighted average shares: Basic | 89,531,542 | 97,988,092 |
Weighted average shares: Diluted | 89,531,542 | 100,073,688 |
Earnings (loss) per share: Basic | $ (0.32) | $ 0.09 |
Earnings (loss) per share: Diluted | $ (0.32) | $ 0.09 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)employee | |
Restructuring [Abstract] | |
Restructuring and Related Cost, Number of Positions Eliminated | employee | 15 |
Restructuring and Related Cost, Expected Cost Remaining | $ | $ 0 |
Restructuring (Schedule Of Rest
Restructuring (Schedule Of Restructuring Charges And Their Utilization) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring [Abstract] | ||
Beginning balance | $ 2,166 | |
Restructuring charges and adjustments, net | (117) | $ 5,616 |
Utilized | $ (2,049) | (3,450) |
Ending balance | $ 2,166 |
Discontinued Operation (Narrati
Discontinued Operation (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Proceeds from Divestiture of Businesses | $ 140,200,000 | ||||||||||
Net gain on sale of discontinued operations | 8,566,000 | ||||||||||
Net income (loss) from discontinued operations, net of income taxes | $ 86,000 | $ (96,000) | $ 353,000 | $ (439,000) | $ 89,000 | $ (29,056,000) | $ (1,792,000) | $ 571,000 | $ (96,000) | (30,188,000) | $ (1,847,000) |
Other current liabilities, accrued | $ 6,543,000 | 7,138,000 | $ 6,543,000 | 7,138,000 | |||||||
Insurance [Member] | |||||||||||
Proceeds from Divestiture of Businesses | 140,000,000 | ||||||||||
Cash to remain at the Insurance business companies | 200,000 | ||||||||||
Cash to be paid to us on the second anniversary of the closing date | 23,100,000 | ||||||||||
Charge within Insurance business, which is presented as a discontinued operation in the Company’s consolidated financial statements | 11,900,000 | ||||||||||
Other current liabilities, accrued | $ 1,900,000 | $ 1,900,000 |
Discontinued Operation (Schedul
Discontinued Operation (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net gain on sale of discontinued operations | $ 8,566 | ||||||||||
Net loss on discontinued operation | $ 86 | $ (96) | $ 353 | $ (439) | $ 89 | $ (29,056) | $ (1,792) | $ 571 | $ (96) | (30,188) | $ (1,847) |
Discontinued Operations [Member] | |||||||||||
Revenue | 176,184 | 194,639 | |||||||||
Cost of revenue | 127,592 | 142,590 | |||||||||
Other expenses | 101,425 | 54,521 | |||||||||
Operating expenses | 229,017 | 197,111 | |||||||||
Loss before taxes | (52,833) | (2,472) | |||||||||
Income tax benefit | (14,079) | (625) | |||||||||
Net loss on discontinued operation | (38,754) | (1,847) | |||||||||
Loss on sale of discontinued operations | (9,114) | ||||||||||
Income tax benefit | (17,680) | ||||||||||
Net gain on sale of discontinued operations | 8,566 | ||||||||||
Net loss on discontinued operation | $ (30,188) | $ (1,847) |
Discontinued Operation (Sched90
Discontinued Operation (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Cash Flows) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill impairment | $ 43,110 | ||
Discontinued Operations [Member] | |||
Depreciation | $ 4,314 | $ 3,452 | |
Amortization | 20,727 | 21,035 | |
Goodwill impairment | 35,000 | ||
Stock compensation expense | 3,864 | 3,197 | |
Capital expenditures | $ 5,328 | $ 5,134 |
Quarterly Financial Data (Una91
Quarterly Financial Data (Unaudited) (Schedule Of Quarterly Statement Of Income) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 113,583,000 | $ 128,798,000 | $ 98,302,000 | $ 93,478,000 | $ 93,746,000 | $ 99,659,000 | $ 89,333,000 | $ 89,226,000 | $ 434,161,000 | $ 371,964,000 | $ 352,051,000 |
Net income (loss) continuing operations | (4,233,000) | 10,782,000 | (41,309,000) | 722,000 | 4,683,000 | 5,665,000 | 2,112,000 | 4,382,000 | (34,038,000) | 16,842,000 | 7,019,000 |
Net income (loss) from discontinued operations | 86,000 | (96,000) | 353,000 | (439,000) | 89,000 | (29,056,000) | (1,792,000) | 571,000 | (96,000) | (30,188,000) | (1,847,000) |
Net (loss) income | $ (4,147,000) | $ 10,686,000 | $ (40,956,000) | $ 283,000 | $ 4,772,000 | $ (23,391,000) | $ 320,000 | $ 4,953,000 | $ (34,134,000) | $ (13,346,000) | $ 5,172,000 |
Net income (loss) continuing: Basic | $ (0.05) | $ 0.12 | $ (0.47) | $ 0.01 | $ 0.05 | $ 0.06 | $ 0.02 | $ 0.04 | $ (0.38) | $ 0.17 | $ 0.07 |
Net income (loss) continuing: Diluted | (0.05) | 0.12 | (0.47) | 0.01 | 0.05 | 0.06 | 0.02 | 0.04 | (0.38) | 0.17 | 0.07 |
Net income (loss) discontinued: Basic | 0 | 0 | 0 | (0.01) | 0 | (0.30) | (0.02) | 0.01 | (0.31) | (0.02) | |
Net income (loss) discontinued: Diluted | 0 | 0 | 0 | (0.01) | 0 | (0.28) | (0.02) | 0.01 | (0.30) | (0.02) | |
Basic net (loss) income per share: | (0.05) | 0.12 | (0.47) | 0 | 0.05 | (0.24) | 0 | 0.05 | (0.38) | (0.14) | 0.05 |
Diluted net (loss) income per share | $ (0.05) | $ 0.12 | $ (0.47) | $ 0 | $ 0.05 | $ (0.23) | $ 0 | $ 0.05 | $ (0.38) | $ (0.13) | $ 0.05 |
Insurance Claim Received | $ 851,000 | ||||||||||
Goodwill impairment charge | $ 35,632,000 | ||||||||||
Changes in fair value of contingent acquisition consideration | $ (10,600,000) | $ 2,900,000 | (6,481,000) | $ (421,000) | $ 3,633,000 | ||||||
Insurance [Member] | |||||||||||
Goodwill impairment charge | $ 35,000,000 | $ 35,000,000 | |||||||||
Banking [Member] | |||||||||||
Goodwill impairment charge | $ 25,000,000 | 31,632,000 | |||||||||
Senior Care [Member] | |||||||||||
Goodwill impairment charge | 4,000,000 | 4,000,000 | |||||||||
Securities Litigation [Member] | |||||||||||
Proposed settlement | 20,000,000 | $ 20,000,000 | 20,000,000 | ||||||||
Approximate percentage of the settlement fund paid from insurance proceeds | 70.00% | ||||||||||
Insurance proceeds | 13,800,000 | 13,800,000 | |||||||||
Quizzle, LLC [Member] | |||||||||||
Impairment of intangible assets | 7,500,000 | 7,500,000 | |||||||||
Goodwill impairment charge | 2,400,000 | $ 4,200,000 | 6,600,000 | ||||||||
Impairment of Intangible Assets, Finite-lived | $ 7,500,000 | $ 7,500,000 |