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EX-10.1 - EX-10.1 - Bankrate, Inc.rate-20151105ex10196aa9a.htm

Exhibit 99.1

bankrateInc

www.bankrate.com

For more information contact:

Steven D. Barnhart

SVP, Chief Financial Officer

steve.barnhart@bankrate.com

(917) 438-9558

 

 

 

 

 

FOR IMMEDIATE RELEASE

Reminder -- Conference Call and Webcast Today at 5:00 P.M. Eastern Time

Interactive Dial-In: (877)  809-9810, Passcode 69394305.   International Callers Dial-In: (330)  863-3286, Passcode 69394305 (10 minutes before the call). Webcast:  http://investor.bankrate.com/

 

 

CREDIT CARD SEGMENT DRIVES RECORD THIRD QUARTER 2015 FINANCIAL RESULTS

INCREASES FULL YEAR GUIDANCE

Company Announces Sale of Insurance Business for $165 million

 

 

·

Third quarter revenue of $140.8 million

·

GAAP Net Loss of $23.4 million, representing loss per share of $0.23 

·

Adjusted EBITDA in the quarter up 10% year over year to a record $39.9 million for Q3 

·

Adjusted Net Income of $19.9 million, representing Adjusted EPS of $0.19 

·

Continued strength in the Credit Cards segment:  Consumer Inquiry Revenue up 61% year over year and segment EBITDA up 37% 

·

Increases Full Year 2015 Revenue Guidance to $545 to $550 million

·

Increases Full Year 2015 Adjusted EBITDA Guidance to $153 to $155 million

·

Q4 2015 Revenue Guidance of $130 to $135 million and Adjusted EBITDA Guidance of $36.5 to $38.5 million

 

 

 

 

NEW YORK, NY – November 5, 2015 - Bankrate, Inc. (NYSE: RATE) today reported financial results for the quarter ended September 30, 2015. In a separate press release issued today, the company announced the sale of its Insurance business.

 

“We are pleased to deliver yet another record quarter of EBITDA results and to report operating improvements in key areas. Our investment to redesign our flagship CreditCards.com site, which went live in April, is bearing fruit as it has helped drive a record number of unique visitors to the site. Mortgage revenues in our banking business reached the highest level in four quarters as we are making progress on our dynamic pricing initiative. Our senior living vertical continues to scale, achieving positive Adjusted EBITDA for the first time in the third quarter. And finally, the expected sale of our Insurance business will enable us to better focus our energies on our core credit cards and banking businesses, as well as the great growth opportunities in senior living,” said Kenneth S. Esterow, Bankrate’s President and CEO.


 

 

Third Quarter Business Highlights

Banking

·

Total consumer inquiries were up approximately 6% year-over-year (“YOY”) and 9.5% sequentially. Total consumer inquiry revenue for the quarter increased by 4% versus Q2 2015, as our dynamic pricing efforts take effect.

·

Shifted personal loan monetization to cost per closed loan for personal loan providers.  Introduced a new personal loan consumer funnel to increase personal loan monetization.

 

Credit Cards

·

In Q3 2015, mobile visits and consumer inquiry volumes for our CreditCards.com site increased by 141% and 96%, respectively, YOY.

·

Credit Cards launched version 4.0 of the Walla.by App with Ambient Alerts.  This feature intelligently pushes notifications to a user about the best card to use to maximize rewards at retail locations, such as supermarkets and restaurants, without having to launch the App.  At the end of Q3 2015, Walla.by had more than 150,000 users.

 

Insurance

·

Completed agent migration onto the single platform in Q3. 

·

Record high mix of owned and organic revenue for the quarter at 45%, with September reaching 48%.

 

Senior Care

·

In Q3 2015, the number of participating senior living communities under CPA referral contracts increased by 42%, YOY.

·

The number of consumers Caring.com referred to senior living communities grew by 36% in Q3 2015 compared to the prior year quarter.

 

 


 

Selected Financial Metrics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions unless stated otherwise

 

3Q-15

3Q-14

YoY Growth %

 

YTD 2015

YTD 2014

YoY Growth %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

Banking

 

$27.0

$28.4

-4.9%

 

$82.1

$90.0

-8.7%

Credit Cards

 

$65.4

$58.8

11.1%

 

$178.2

$166.7

6.9%

Insurance

 

$41.6

$51.6

-19.5%

 

$138.0

$149.3

-7.6%

Other

 

$6.8

$2.8

140.0%

 

$16.8

$2.3

NM

Total Revenue

 

$140.8

$141.6

-0.6%

 

$415.2

$408.3

1.7%

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

GAAP

 

($23.4)

($7.0)

NM

 

($18.1)

($5.1)

NM

Adjusted

 

$19.9

$17.9

11.2%

 

$56.8

$51.4

10.6%

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share (EPS)

 

 

 

 

 

 

 

 

GAAP

 

($0.23)

($0.07)

NM

 

($0.18)

($0.05)

NM

Adjusted

 

$0.19

$0.17

11.8%

 

$0.54

$0.50

8.0%

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

Banking

 

$7.4

$10.1

-26.3%

 

$27.2

$34.3

-20.7%

Margin %

 

27.5%

35.5%

 

 

33.1%

38.1%

 

Credit Cards

 

$32.8

$23.9

37.4%

 

$84.7

$65.8

28.6%

Margin %

 

50.1%

40.6%

 

 

47.5%

39.5%

 

Insurance

 

$4.7

$6.6

-29.7%

 

$17.5

$18.8

-6.8%

Margin %

 

11.2%

12.8%

 

 

12.7%

12.6%

 

Other

 

($4.9)

($4.1)

NM

 

($13.2)

($13.2)

NM

Total Adjusted EBITDA

 

$39.9

$36.4

9.7%

 

$116.1

$105.7

9.9%

Margin %

 

28.4%

25.7%

 

 

28.0%

25.9%

 

 

 

 

 

 

 

 

 

 

 

Third Quarter 2015 Financial Highlights

·

Mortgage revenues grew 2% YOY and 17% sequentially, helped by dynamic pricing initiatives. In addition, personal loan revenues grew nearly 100% versus the prior year period.

·

Total Credit Card segment consumer inquiry revenue in Q3 was a record $49.9 million and grew 61% YOY, driven by a 32% increase in consumer inquiries and 29% increase in monetization. 

·

Total Insurance segment revenue of $41.6 million was down 19% versus the prior year period, in particular due to previously described reductions in carrier customer acquisition budgets in 2015. Despite the challenging environment, consumer inquiry volume grew approximately 16% YOY.

·

Total Senior Care quarterly revenue was at the highest level since the Company’s entry into the vertical, and Senior Care delivered its first positive Adjusted EBITDA quarter.

 

A reconciliation of non-GAAP measures can be found at the back of the press release and supplemental information can be found in the “Q3-15 Earnings Call Presentation” located in the “Investor Overview” section on http://investor.bankrate.com/.

 


 

Fourth Quarter and Full Year 2015 Guidance

The Company is increasing its full year 2015 revenue guidance range to $545 to $550 million (from a range of $525 to $531 million, previously) and increasing its Adjusted EBITDA guidance for full year 2015 to between $153 and $155 million (from a range of $145 million to $150 million, previously).

 

In addition, the Company expects revenues for the fourth quarter of 2015 to be between $130 and $135 million and Adjusted EBITDA between $36.5 and $38.5 million.

 

The guidance for the fourth quarter and full year 2015 discussed above assumes that the sale of the Company’s Insurance business closes on December 31, 2015, and is inclusive of the projected performance of the Insurance segment.

 

Pro forma for the sale of the Company’s Insurance business, full year 2015 revenue guidance would be between $370 and $373 million and Adjusted EBITDA in the range of $131 to $132 million. For the fourth quarter of 2015, the pro forma revenue guidance would be between $92 and $95 million and Adjusted EBITDA in the $32.5 to $33.5 million range.

 

Sale of Insurance Business

In a separate press release today Bankrate announced the sale of its Insurance business to All Web Leads, Inc. for total consideration of $165 million. The Company recorded a goodwill impairment charge of $35 million for its Insurance business in the quarter.

 

November 5, 2015 Conference Call Interactive Dial-In and Webcast Information:

To participate in the teleconference please dial: (877) 809-9810 and enter the passcode 69394305.  International callers should dial: (330) 863-3286 and enter the passcode 69394305.  Please access the call at least 10 minutes prior to the time the conference is set to begin. A webcast of this call can be accessed at Bankrate’s website: http://investor.bankrate.com/.

 

Replay Information:

A replay of the conference call will be available beginning November 5, 2015 at 8:00 p.m. ET / 5:00 p.m. PT through November  12, 2015 at 11:59 p.m. ET / 8:59 p.m. PT.  To listen to the replay, call (855) 859-2056 and enter the passcode: 69394305.  International callers should dial (404) 537-3406 and enter the passcode: 69394305.

 

Non-GAAP Measures: 

To supplement Bankrate’s financial statements presented in accordance with generally accepted accounting principles (“GAAP”), Bankrate uses non-GAAP measures of certain components of financial performance, including EBITDA, Adjusted EBITDA and Adjusted EPS, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses.  These non-GAAP measures are provided to enhance investors’ overall understanding of Bankrate’s current financial performance and its prospects for the future.  Specifically, Bankrate believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of its core operating results.  In addition, because Bankrate has historically reported certain non-GAAP results


 

to investors, Bankrate believes the inclusion of non-GAAP measures provides consistency in its financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the financial tables below.

 

About Bankrate, Inc. 

Bankrate is a leading online publisher, aggregator, and distributor of personal finance content.  Bankrate aggregates large scale audiences of in-market consumers by providing them with proprietary, fully researched, comprehensive, independent and objective personal finance and related editorial content across multiple vertical categories including mortgages, deposits, insurance, credit cards, senior care and other categories, such as retirement, automobile loans, and taxes.  Our flagship sites Bankrate.com, CreditCards.com, insuranceQuotes.com and Caring.com are leading destinations in each of their respective verticals and connect our audience with financial service and senior care providers and other contextually relevant advertisers. Bankrate also develops and provides content, tools, web services and co-branded websites to over 100 online partners, including some of the most trusted and frequently visited personal finance sites such as Yahoo!, CNBC, AARP and Bloomberg. In addition, Bankrate licenses editorial content to leading news organizations such as The Wall Street Journal, USA Today, and The New York Times.

 

Cautionary Statement Regarding Forward Looking Statements

Certain matters included in this press release may be “forward-looking statements” which involve risks and uncertainties.  Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team.  Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, our strategy and profitability.  Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.  We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions.  While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known or unknown factors, and it is impossible for us to anticipate all factors that could affect our actual results.  Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following:  the timing and outcome of, including potential expense associated with,;  and the potential impact on our business and stock price of any announcements regarding the Department of Justice’s (DOJ's) investigation relating to our financial reporting during 2012; the previously identified material weakness in our internal controls over financial reporting and our ability to rectify this issue completely and promptly; the risk that a condition to closing of the Insurance business sale transaction may not be satisfied, including without limitation antitrust regulatory approval; other risks to consummation of the Insurance business sale transaction, including the risk that the transaction will not be consummated within the expected time period; the uncertainty with respect to if and when the deferred portion of the purchase price in the Insurance business sale transaction will be paid; the effects of disruption from the Insurance business sale transaction making it more difficult to maintain relationships with employees, customers, suppliers and other business partners; risks relating to the defense or


 

litigation of lawsuits, including the putative securities class action lawsuit currently pending and described in our SEC filings, and governmental proceedings; the timing and outcome of (including potential expense associated with), and the potential impact on our business and stock price of any announcements regarding, the Consumer Financial Protection Bureau (CFPB) investigation described in our SEC filings; the willingness or interest of banks, lenders, brokers, credit card issuers, insurance carriers and agents, senior care providers and other advertisers in the business verticals in which we operate to advertise on our websites or mobile applications, or purchase our leads, clicks, calls and referrals; the rate of conversion of consumers’ visits to our websites or mobile applications into senior care referrals and the rate at which those referrals result in move-ins with our senior care customers; changes in application approval rates by our credit card issuer customers; increased competition and its effect on our website traffic, advertising rates, margins, and market share; our dependence on internet search engines to attract a significant portion of the visitors to our websites; our dependence on traffic from our partners to produce a significant portion of the company’s revenue; shift of visitors from desktop to mobile and mobile app environments; the number of consumers seeking information about the financial and senior care products we have on our websites or mobile applications; interest rate volatility; technological changes; and our ability to adapt to new or evolving technologies that affect our business environment or operations; our ability to anticipate and manage cybersecurity risk and data security risk and to mitigate and resolve issues that may arise; the effects of any security breach, data breach or any cyberattack on our systems, websites or mobile applications; our ability to manage traffic on our websites or mobile applications, and service interruptions; our ability to maintain and develop our brands and content; the fluctuations of our results of operations from period to period; our indebtedness and the effect such indebtedness may have on our business; our need and our ability to obtain or incur additional debt or equity financing; our ability to integrate the operations and realize the expected benefits of businesses that we have acquired and may acquire in the future; the effect of unexpected liabilities we assume from our acquisitions; the effect of programmatic advertising platforms on our display revenue; our ability to successfully execute on our strategies, including without limitation our insurance quality initiative, our mobile strategy and other initiatives, and the effectiveness of our strategies, including without limitation whether they result in increased revenue or profitability; our ability to attract and retain executive officers and personnel; any failure or refusal by our insurance providers to provide coverage under our insurance policies; our ability to protect our intellectual property; the effects of potential liability for content on our websites or mobile applications; our ability to establish and maintain distribution arrangements; our ability to maintain good working relationships with our customers and third-party providers and to continue to attract new customers; the effect of our operations in the United Kingdom and possible expansion to other international markets, in which we may have limited experience, and our ability to successfully execute on our business strategies in international markets; our ability to sell our operations in China in excess of its book value; the willingness of consumers to accept the Internet and our online network as a medium for obtaining financial product information; the strength of the U.S. economy in general and the financial services industry in particular; changes in monetary and fiscal policies of the U.S. government; changes in consumer spending and saving habits; review of our business and operations by regulatory authorities; changes in the legal and regulatory environment; changes in accounting principles, policies, practices or guidelines; risks relating to the ongoing reviews of our business and operations by regulatory authorities; and our ability to manage the risks involved in the foregoing.  For more information about factors that could cause actual results to differ materially from our expectations, refer to our reports filed with the Securities and Exchange Commission, including the discussion without


 

limitation under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 along with any modifications or updates to those “Risk Factors” in our Quarterly Reports on Form 10-Q.  These documents are available on the SEC’s website at www.sec.gov.  Any factor described above or in our SEC reports could, by itself or together with one or more other factors, adversely affect our financial results and condition. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you.  We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

-Financial Statements Follow-

###


 

Bankrate, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

(Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

September 30,

 

December 31,

 

 

2015

 

2014

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

144,611 

 

$

141,725 

Accounts receivable, net of allowance for doubtful accounts of

 

 

 

 

 

 

$449 and $419, respectively

 

 

75,911 

 

 

70,865 

Deferred income taxes

 

 

6,407 

 

 

6,407 

Prepaid expenses and other current assets

 

 

28,304 

 

 

35,652 

Assets held for sale

 

 

1,215 

 

 

1,627 

Total current assets

 

 

256,448 

 

 

256,276 

Furniture, fixtures and equipment, net of accumulated depreciation of

 

 

 

 

 

 

$30,271 and $24,756, respectively

 

 

16,959 

 

 

13,299 

Intangible assets, net of accumulated amortization of

 

 

 

 

 

 

$270,381 and $228,667, respectively

 

 

316,709 

 

 

338,988 

Goodwill

 

 

628,139 

 

 

641,367 

Other assets

 

 

13,114 

 

 

13,499 

Total assets

 

$

1,231,369 

 

$

1,263,429 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

13,723 

 

$

8,047 

Accrued expenses

 

 

27,369 

 

 

46,030 

Deferred revenue and customer deposits

 

 

3,946 

 

 

4,303 

Accrued interest payable

 

 

2,297 

 

 

6,980 

Other current liabilities

 

 

12,240 

 

 

13,629 

Liabilities subject to sale

 

 

1,254 

 

 

1,074 

Total current liabilities

 

 

60,829 

 

 

80,063 

Deferred income taxes

 

 

51,967 

 

 

51,633 

Long term debt, net of unamortized discount

 

 

298,055 

 

 

297,598 

Other liabilities

 

 

9,520 

 

 

10,849 

Total liabilities

 

 

420,371 

 

 

440,143 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Common stock, par value $.01 per share -

 

 

 

 

 

 

300,000,000 shares authorized

 

 

 

 

 

 

102,942,411 shares and 102,286,646 shares issued

 

 

 

 

 

 

respectively; 97,514,463 shares and 98,296,110 shares outstanding, respectively

 

 

1,029 

 

 

1,023 

Additional paid-in capital

 

 

926,343 

 

 

904,740 

Accumulated deficit

 

 

(41,757)

 

 

(23,639)

Less: Treasury stock, at cost - 5,427,948 shares and 3,990,536 shares, respectively

 

 

(74,155)

 

 

(58,472)

Accumulated other comprehensive loss

 

 

(462)

 

 

(366)

Total stockholders' equity

 

 

810,998 

 

 

823,286 

Total liabilities and stockholders' equity

 

$

1,231,369 

 

$

1,263,429 

 

 


 

Bankrate, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2015

 

2014

 

2015

 

2014

Revenue

 

$

140,760 

 

$

141,650 

 

$

415,166 

 

$

408,292 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

74,743 

 

 

85,528 

 

 

228,169 

 

 

242,210 

Sales and marketing

 

 

6,235 

 

 

6,228 

 

 

18,666 

 

 

18,662 

Product development and technology

 

 

9,591 

 

 

7,399 

 

 

26,794 

 

 

21,253 

General and administrative

 

 

21,100 

 

 

28,992 

 

 

57,695 

 

 

53,258 

Legal settlements

 

 

 -

 

 

(7,732)

 

 

 

 

1,459 

Acquisition, disposition, offering and related expenses

 

 

557 

 

 

248 

 

 

1,131 

 

 

2,810 

Restructuring charges

 

 

93 

 

 

 -

 

 

93 

 

 

 -

Changes in fair value of contingent acquisition consideration

 

 

348 

 

 

682 

 

 

735 

 

 

2,832 

Impairment charge

 

 

35,000 

 

 

 -

 

 

35,000 

 

 

 -

Depreciation and amortization

 

 

16,157 

 

 

14,964 

 

 

47,719 

 

 

43,410 

Total costs and expenses

 

 

163,824 

 

 

136,309 

 

 

416,005 

 

 

385,894 

Income from operations

 

 

(23,064)

 

 

5,341 

 

 

(839)

 

 

22,398 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expenses, net

 

 

5,558 

 

 

5,231 

 

 

17,250 

 

 

15,583 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

(28,622)

 

 

110 

 

 

(18,089)

 

 

6,815 

Income tax expense (benefit)

 

 

(5,369)

 

 

6,927 

 

 

(586)

 

 

10,927 

Net income (loss) from continuing operations

 

 

(23,253)

 

 

(6,817)

 

 

(17,503)

 

 

(4,112)

Net loss from discontinued operations, net of income taxes

 

 

(138)

 

 

(207)

 

 

(615)

 

 

(1,019)

Net income (loss)

 

$

(23,391)

 

$

(7,024)

 

$

(18,118)

 

$

(5,131)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.23)

 

$

(0.07)

 

$

(0.17)

 

$

(0.04)

Discontinued operations

 

 

 -

 

 

 -

 

 

(0.01)

 

 

(0.01)

Basic net income (loss) per share

 

$

(0.23)

 

$

(0.07)

 

$

(0.18)

 

$

(0.05)

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.23)

 

$

(0.07)

 

$

(0.17)

 

$

(0.04)

Discontinued operations

 

 

 -

 

 

 -

 

 

(0.01)

 

 

(0.01)

Diluted net income (loss) per share

 

$

(0.23)

 

$

(0.07)

 

$

(0.18)

 

$

(0.05)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

102,859,934 

 

 

100,607,876 

 

 

102,673,433 

 

 

101,126,182 

Diluted

 

 

102,859,934 

 

 

100,607,876 

 

 

102,673,433 

 

 

101,126,182 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(23,391)

 

 

(7,024)

 

 

(18,118)

 

 

(5,131)

Other comprehensive income, net of tax

 

 

(234)

 

 

(200)

 

 

(96)

 

 

(46)

Comprehensive income

 

$

(23,625)

 

$

(7,224)

 

$

(18,214)

 

$

(5,177)

 

 

 


 

Bankrate, Inc. and Subsidiaries

Non-GAAP Measures (Unaudited)

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

Three months ended

 

Nine months ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2015

 

2014

 

2015

 

2014

Revenue

 

$

140,760 

 

$

141,650 

 

$

415,166 

 

$

408,292 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (1)

 

$

39,936 

 

$

36,420 

 

$

116,132 

 

$

105,664 

Adjusted EBITDA margin

 

 

28.4% 

 

 

25.7% 

 

 

28.0% 

 

 

25.9% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (2)

 

$

19,857 

 

$

17,861 

 

$

56,818 

 

$

51,357 

Adjusted EPS

 

$

0.19 

 

$

0.17 

 

$

0.54 

 

$

0.50 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (diluted):

 

 

105,686,310 

 

 

102,249,235 

 

 

105,480,503 

 

 

102,955,439 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Adjusted EBITDA adds back interest and other expense; income tax (benefit) expense; depreciation and amortization; net loss from discontinued operations; changes in fair value of contingent acquisition consideration; acquisition, disposition, offering and related expenses; restructuring charges, any impairment charge, restatement related expenses; purchase accounting adjustments; stock-based compensation; and legal settlements.

Reconciliation of adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(23,391)

 

$

(7,024)

 

$

(18,118)

 

$

(5,131)

Interest and other expenses, net

 

 

5,558 

 

 

5,231 

 

 

17,250 

 

 

15,583 

Income tax expense (benefit)

 

 

(5,369)

 

 

6,927 

 

 

(586)

 

 

10,927 

Depreciation and amortization

 

 

16,157 

 

 

14,964 

 

 

47,719 

 

 

43,410 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

 

 

(7,045)

 

 

20,098 

 

 

46,265 

 

 

64,789 

Net loss from discontinued operations, net of income taxes

 

 

138 

 

 

207 

 

 

615 

 

 

1,019 

Changes in fair value of contingent acquisition consideration

 

 

348 

 

 

682 

 

 

735 

 

 

2,832 

Acquisition, disposition, offering and related expenses

 

 

557 

 

 

248 

 

 

1,131 

 

 

2,810 

Restatement related expenses

 

 

1,089 

 

 

18,320 

 

 

10,647 

 

 

19,600 

Impact of purchase accounting

 

 

 -

 

 

193 

 

 

34 

 

 

413 

Stock-based compensation (4)

 

 

9,756 

 

 

4,404 

 

 

21,609 

 

 

12,742 

Legal settlements

 

 

 -

 

 

(7,732)

 

 

 

 

1,459 

Restructuring charge

 

 

93 

 

 

 -

 

 

93 

 

 

 -

Impairment charge

 

 

35,000 

 

 

 -

 

 

35,000 

 

 

 -

Adjusted EBITDA

 

$

39,936 

 

$

36,420 

 

$

116,132 

 

$

105,664 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) Adjusted net income adds back net income (loss) from discontinued operations; income tax (benefit) expense; non-recurring change in fair value of contingent acquisition consideration; acquisition, disposition, offering and related expenses; restructuring charges, any impairment charge, restatement related expenses; purchase accounting adjustments; stock-based compensation; legal settlements; and amortization, net of tax.

Reconciliation of adjusted net income

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(23,391)

 

$

(7,024)

 

$

(18,118)

 

$

(5,131)

Net loss from discontinued operations, net of income taxes

 

 

138 

 

 

207 

 

 

615 

 

 

1,019 

Income tax expense (benefit)

 

 

(5,369)

 

 

6,927 

 

 

(586)

 

 

10,927 

Change in fair value of contingent acquisition consideration due to change in estimate (3)

 

 

 -

 

 

(13)

 

 

(946)

 

 

530 

Acquisition, disposition, offering and related expenses

 

 

557 

 

 

248 

 

 

1,131 

 

 

2,810 

Restatement related expenses

 

 

1,089 

 

 

18,320 

 

 

10,647 

 

 

19,600 

Impact of purchase accounting

 

 

 -

 

 

193 

 

 

34 

 

 

413 

Stock-based compensation (4)

 

 

9,756 

 

 

4,404 

 

 

21,609 

 

 

12,742 


 

Legal settlements

 

 

 -

 

 

(7,732)

 

 

 

 

1,459 

Amortization

 

 

14,680 

 

 

13,750 

 

 

43,663 

 

 

39,822 

Restructuring charge

 

 

93 

 

 

 -

 

 

93 

 

 

 -

Impairment charge

 

 

35,000 

 

 

 -

 

 

35,000 

 

 

 -

Adjusted income before tax

 

 

32,553 

 

 

29,280 

 

 

93,145 

 

 

84,191 

Income tax (5)

 

 

12,696 

 

 

11,419 

 

 

36,327 

 

 

32,834 

Adjusted net income

 

$

19,857 

 

$

17,861 

 

$

56,818 

 

$

51,357 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3) Change in fair value of contingent acquisition consideration due to change in estimate represents changes in fair value attributable to changes in expected earnings of acquired businesses.

Reconciliation of change in fair value of contingent acquisition consideration

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of contingent acquisition consideration

 

$

348 

 

$

682 

 

$

735 

 

$

2,832 

Less: Change in fair value due to passage of time

 

 

348 

 

 

695 

 

 

1,681 

 

 

2,302 

Change in fair value of contingent acquisition consideration due to change in estimate

 

$

 -

 

$

(13)

 

$

(946)

 

$

530 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4) Stock-based compensation is recorded in the following line items:

 

 

 

 

 

 

Cost of revenue

 

$

327 

 

$

400 

 

$

1,500 

 

$

1,097 

Sales and marketing

 

 

813 

 

 

644 

 

 

2,811 

 

 

1,871 

Product development and technology

 

 

1,096 

 

 

697 

 

 

3,453 

 

 

1,910 

General and administrative

 

 

7,520 

 

 

2,663 

 

 

13,845 

 

 

7,864 

Total stock-based compensation expense

 

$

9,756 

 

$

4,404 

 

$

21,609 

 

$

12,742 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5) Assumes 39% income tax rate.