10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDMarch 31, 2016 OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File No. 1-35206

(Exact name of registrant as specified in its charter)

Delaware	65-0423422
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
477 Madison Avenue, Suite 430 New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:917-368-8600

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ☒No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐(Do not check if a smaller reporting company)	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes☐    No ☒

The number of outstanding shares of the issuer’s common stock as of April 29, 2016  was as follows: 90,367,003  shares of Common Stock, $.01 par value.

Table of Contents

Bankrate, Inc. and Subsidiaries

Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2016

PART I. FINANCIAL INFORMATION	6
Item  1. Condensed Consolidated Financial Statements (Unaudited)	6
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item  3. Quantitative and Qualitative Disclosures About Market Risk	38
Item  4. Controls and Procedures	38
PART II. OTHER INFORMATION	37
Item  1. Legal Proceedings	37
Item  1A. Risk Factors	37
Item  2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Default Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item  5. Other Information	38
Item  6. Exhibits	39
Signatures	40

2

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, revenues, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends or regarding resolution of regulatory matters described in this Quarterly Reporton Form 10-Q are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon certain 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. All forward-looking statements are based upon information available to us on, and speak only as of, the date of this report.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as cautionary statements, are discussed in detail in Part I, Item 1A. “Risk Factors” in our Annual  Report on Form 10-K filed with the Securities and Exchange Commission (“SEC” or “Commission”) on March 9, 2016as updated in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. All forward-looking information in this Quarterly Reporton Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include without limitation:

· the willingness or interest of banks, lenders, brokers, credit card issuers, 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;

· changes in application approval rates by our credit card issuer customers;

· increased competition and its effect on our website traffic, click-through rates, advertising rates, margins, and market share;

· our dependence on internet search engines to attract a significant portion of the visitors to our websites and our ability to diversify the sources from which we obtain visitor traffic to our websites and mobile applications, including without limitation through use of social media channels;

· changes in the way that search engines display paid and organic search results and the impact of those changes on the number of consumers that visit our online network and the cost of driving consumers to our online network;

· our dependence on traffic from our partners to produce a significant portion of the Company’s revenue and our ability to establish and maintain distribution arrangements;

· the risk that a condition to closing of the NextAdvisor transaction may not be satisfied, including without limitation antitrust regulatory approval;

· other risks to consummation of the NextAdvisor transaction, including the risk that the NextAdvisor transaction will not be consummated within the expected time period or at all;

· the effects of disruption from the announcement of the NextAdvisor transaction or the NextAdvisor transaction itself making it more difficult to maintain relationships with employees, customers, suppliers and other business partners;

· risks related to the successful integration of the NextAdvisor business acquired and the ability to realize the expected benefits from such acquisition;

· risks and uncertainties associated with the NextAdvisor business;

· the willingness of consumers to accept the Internet and our online network as a medium for obtaining information on financial products or senior care;

· shift of visitors from desktop to mobile and mobile app environments;

· 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;

· the number of consumers seeking information about the financial and senior care products we have on our websites or mobile applications;

3

· our ability to successfully execute on our strategies, and the effectiveness of our strategies and investments in our business, including without limitation whether they result in increased revenue or profitability;

· our ability to maintain good working relationships with our customers and third-party providers and to continue to attract new customers;

· the material weakness in the operating effectiveness of our internal controls over financial reporting discussed in our 2015 Annual Report on Form 10-K and our ability to remediate the weakness completely and promptly;

· risks relating to the defense or litigation of lawsuits, including the putative securities class action lawsuit currently pending and described in our SEC filings;

· 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 United States Department of Justice (“DOJ”) investigation relating to our financial reporting during 2012;

· 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;

· any delay or failure to pay the deferred portion of the purchase price, or contractually required reduction in the purchase price as a result of closing working capital adjustments, in connection with the sale of the Company’s Insurance business in December 2015;

· our ability to anticipate and manage cybersecurity risk and data security risk and to mitigate or resolve issues that may arise;

· the effects of any security breach, data breach or cyberattack on our systems, websites or mobile applications, or on our reputation, and the impact of any notification costs or other liability arising from any security breach, data breach or cyberattack on our business;

· technological changes and our ability to adapt to new or evolving technologies that affect our business environment or operations;

· our ability to maintain effective disclosure controls and procedures and internal control over financial reporting;

· our ability to manage traffic on our websites or mobile applications, and service interruptions;

· our ability to maintain and develop our brands and content;

· our indebtedness and the effect such indebtedness may have on our business;

· our need and our ability to obtain 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 (whether intentional or not) from our acquisitions;

· the effect of programmatic advertising platforms on display revenue;

· 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;

· 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;

· 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 and interest rate volatility;

· changes in consumer spending and saving habits;

· review of our business and operations by regulatory or other governmental authorities;

· changes in laws and regulations or interpretations of laws and regulations, other changes in the legal and regulatory environment, and the impact of such changes on the operation of our business;

· any impairment to our goodwill and/or intangible assets, including without limitation the potential for impairment of the goodwill of our Senior Care segment as discussed in Note 2 to the Condensed Consolidated Financial Statements included in this report;

4

· changes in accounting principles, policies, practices or guidelines; and

· our ability to manage the risks involved in the foregoing.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

5

PART I. FINANCIAL INFORMATION

Item1.  Condensed Consolidated Financial Statements (Unaudited)

Bankrate, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	(Unaudited)
	March 31,		December 31,
	2016		2015
Assets
Cash and cash equivalents	$	204,387	$	236,866
Accounts receivable, net of allowance for doubtful accounts of
$215 and $147, respectively		55,013		56,148
Prepaid expenses and other current assets		25,041		27,660
Assets held for sale		947		1,157
Total current assets		285,388		321,831
Furniture, fixtures and equipment, net of accumulated depreciation of
$15,399 and $14,245, respectively		10,742		9,608
Intangible assets, net of accumulated amortization of
$176,938 and $168,613, respectively		197,312		205,758
Goodwill		567,544		567,544
Other assets		22,293		23,127
Total assets	$	1,083,279	$	1,127,868
Liabilities and stockholders' equity
Liabilities
Accounts payable	$	1,360	$	10,082
Accrued expenses		28,542		25,574
Deferred revenue and customer deposits		1,381		1,367
Accrued interest payable		2,297		6,890
Other current liabilities		6,179		14,660
Liabilities subject to sale		1,428		1,393
Total current liabilities		41,187		59,966
Deferred income taxes		6,950		7,552
Long term debt, net of unamortized discount		293,881		293,284
Other liabilities		5,707		5,871
Total liabilities		347,725		366,673
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock, par value $.01 per share -
300,000,000 shares authorized
103,292,228 shares and 103,845,310 shares issued,
respectively; 93,077,600 shares and 96,794,018 shares outstanding, respectively		1,034		1,039
Additional paid-in capital		889,162		886,261
Accumulated deficit		(36,702)		(36,985)
Less: Treasury stock, at cost - 10,214,628 shares and 7,051,292 shares, respectively		(117,373)		(88,616)
Accumulated other comprehensive loss		(567)		(504)
Total stockholders' equity		735,554		761,195
Total liabilities and stockholders' equity	$	1,083,279	$	1,127,868

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Bankrate, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands, except share and per share data)

		Three months ended
	March 31,		March 31,
	2016		2015
Revenue	$	93,278	$	89,010
Costs and expenses:
Cost of revenue		47,205		41,310
Sales and marketing		4,816		3,973
Product development and technology		6,544		4,904
General and administrative		16,735		15,708
Legal settlements		(851)		-
Acquisition, disposition and related expenses		-		263
Restructuring charges		(34)		-
Changes in fair value of contingent acquisition consideration		(162)		(240)
Depreciation and amortization		9,551		9,462
Total costs and expenses		83,804		75,380
Income from operations		9,474		13,630
Interest and other expenses, net		4,855		5,269
Income before taxes		4,619		8,361
Income tax expense		3,656		3,655
Net income from continuing operations		963		4,706
Net (loss) income from discontinued operations, net of income taxes		(680)		247
Net income	$	283	$	4,953
Basic net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Basic net income per share	$	0.00	$	0.05
Diluted net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Diluted net income per share	$	0.00	$	0.05
Weighted average common shares outstanding:
Basic		92,899,932		98,414,578
Diluted		93,440,754		98,936,296
Net income	$	283	$	4,953
Other comprehensive loss, net of tax		(63)		(111)
Comprehensive income	$	220	$	4,842

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

Bankrate, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Three months ended
	March 31,		March 31,
	2016		2015
Cash flows from operating activities
Net income	$	283	$	4,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,627		15,798
Provision for doubtful accounts receivable		39		192
Deferred income taxes		(602)		-
Amortization of deferred financing charges and original issue discount		682		237
Stock-based compensation		3,904		5,816
Changes in fair value of contingent acquisition consideration		(162)		(240)
Change in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable		1,137		(9,012)
Prepaid expenses and other assets		2,544		17,385
Accounts payable		(8,765)		8,752
Accrued expenses		2,817		(10,046)
Other liabilities		(4,618)		(9,331)
Deferred revenue and customer deposits		(1)		219
Net cash provided by operating activities		6,885		24,723
Cash flows from investing activities
Purchases of furniture, fixtures and equipment and capitalized software and website development costs		(1,231)		(3,027)
Cash used in business acquisitions, net		-		(3,556)
Net cash used in investing activities		(1,231)		(6,583)
Cash flows from financing activities
Cash paid for contingent acquisition consideration		(8,613)		(3,878)
Purchase of Company stock		(29,612)		(1,185)
Net cash used in financing activities		(38,225)		(5,063)
Effect of exchange rate on cash and cash equivalents		(42)		(77)
Net (decrease) increase in cash		(32,613)		13,000
Cash - beginning of period		237,204		142,051
Cash - end of period		204,591		155,051
Less cash of discontinued operations - end of period		204		25,689
Cash of continuing operations - end of period	$	204,387	$	129,362
Supplemental disclosure of other cash flow activities
Cash paid for interest	$	9,254	$	9,719
Cash paid (refunded) for taxes, net		71		(10,708)

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Bankrate, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The Company

Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking, personal finance and senior care network (“Online Network”). Our flagship websites, Bankrate.com,  CreditCards.com and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial products and services, including mortgages, deposits, credit cards, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications.

We operate the following reportable business segments:

· Banking – we offer information on rates for various types of mortgages, home lending and refinancing. We maintain current rate information for more than 600 local markets, covering all 50 U.S. states. Consumers can customize searches for mortgage rates by loan size, type, maturity, and location through our online portals. We also offer rate information and original editorial content on various deposit products, retirement, taxes and debt management.

· Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimates of card benefits.

· Senior Care – we provide helpful caregiving content, a comprehensive online senior living directory for the United States, a local directory covering a wide array of other senior caregiving services and telephone support and advice from trained Family Advisors.

· Other – includes the results of operations of Quizzle, the results of the Company’s investments, unallocated corporate overhead and the elimination of transactions between segments.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and BR1 Holdings, LLC. after elimination of all intercompany accounts and transactions.  

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for thethree months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 (the “2015 Annual Report”).

Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the 2015 Annual Report.

9

Reclassifications

Certain amounts presented for the three months ended March 31, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Reportand our current presentation. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs,” our senior unsecured notes are presented net of their related deferred financing costs.We revised the calculations of basic and diluted weighted average common shares outstanding for certain adjustments to the prior year presentation. There was no change in the calculated basic net income per share or diluted net income per share for continuing operations, discontinued operations or in total for the three months ended March 31, 2015.

Discontinued Operations

In December 2015, we sold our Insurance business segment and in 2014, we commenced the process of divesting our operations in China. In accordance with accounting principles generally accepted in the United States (“GAAP”), the results of our Insurance business segment through the date of sale, December 29, 2015, and of our operations in China are presented as discontinued operations, and, as such, have been excluded from continuing operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented. The operating results and the assets and liabilities of the Insurance business segment for 2015 and the operating results and the assets and liabilities of the operations in China for 2016 and 2015, are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of condensed consolidated statements of cash flows which is presented on a consolidated basis.The operating results of the Insurance business segment and operations in China are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. See Note 13 – Discontinued Operations for presentation of the results of the discontinued operations of the Insurance business and China.

New Accounting Pronouncements

Recently Adopted Pronouncements

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions, on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. We adopted ASU 2015-03 on January 1, 2016, as required.  The Company’s $300.0 million senior unsecured notes due 2018 are presented at March 31, 2016 and December 31, 2015 net of deferred financing costs of $4.5 million and $4.9 million,  respectively. Deferred financing costs were previously included in other assets in the condensed consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05 “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance in this update provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references, or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

10

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this guidance is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, Not Adopted as of March 31, 2016

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and in August 2015 issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date.” The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update is intended to clarify the implementation guidance on principal versus agent considerations. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

In March 2016, the FASB issued ASU 2016-09 “Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this Update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted for any entity in any interim or annual period. We are evaluating the effect that this update will have on our consolidated financial statements, earnings per share and related disclosures.

11

NOTE 2 – GOODWILL AND INTANGIBLE ASSETS

During the first quarter, the Company’s agreement with a large customer of Senior Care was not renewed. This triggering event resulted in impairment testing as of February29, 2016. It was concluded that no impairment had occurred. The fair value was greater than the carrying value by 17.9%, however, the absolute dollar amount of the Senior Care cushion is small. If Senior Care does not track to expectations for strong growth, this could lead to impairment.Management did not identify any circumstances or triggers with the Banking or Credit Cards reporting units that could ‘more likely than not’ reduce the fair value of those reporting units below the carrying amounts based upon the financial performance in the first quarter of 2016.

Goodwill activity for the three months ended March 31, 2016 is shown below:

(In thousands)	Banking		Credit Cards		Senior Care		Other		Total Company
Balance, January 1, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544
Additions due to acquisitions		-		-		-		-		-
Balance, March 31, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544

Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies. Intangible assets are being amortized over their estimated useful lives on a straight-line basis.

Intangible assets subject to amortization were as follows as of March 31, 2016:  

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,378	$	(72,778)	$	126,600	17.1
Customer relationships		135,774		(87,948)		47,826	9.1
Affiliate relationships		12,670		(6,517)		6,153	10.3
Developed technologies		26,428		(9,695)		16,733	7.6
	$	374,250	$	(176,938)	$	197,312	13.3

Intangible assets subject to amortization were as follows as of December 31, 2015:

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,439	$	(68,988)	$	130,451	17.1
Customer relationships		135,831		(84,183)		51,648	9.1
Affiliate relationships		12,670		(6,382)		6,288	10.3
Developed technologies		26,431		(9,060)		17,371	7.6
	$	374,371	$	(168,613)	$	205,758	13.3

Amortization expense for the three months ended March 31, 2016 was $8.4 million and amortization expense for the three months ended March 31, 2015 was $8.6 million.

12

Future amortization expense for assets placed into service on or before March 31, 2016 is expected to be:

	Amortization
(In thousands)	Expense
Remainder of 2016	$	24,850
2017		30,959
2018		27,358
2019		19,152
2020		12,853
Thereafter		82,140
Total expected amortization expense for intangible assets	$	197,312

NOTE 3 – EARNINGS PER SHARE

We compute basic earnings per share by dividing net income for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share includes the effects of dilutive common stock equivalents, consisting of outstanding stock-based awards in accordance with ASC 718, Compensation – Stock Compensation, to the extent the effect is not anti-dilutive, using the treasury stock method.

The following table presents the computation of basic and diluted earnings per share:

	Three months ended
	March 31,		March 31,
(In thousands, except share and per share data)	2016		2015
Net income from continuing operations	$	963	$	4,706
Net (loss) income from discontinued operations, net of income taxes		(680)		247
Net income	$	283	$	4,953
Weighted average common shares outstanding for basic earnings per share		92,899,932		98,414,578
Additional dilutive shares related to share based awards		540,822		521,718
Weighted average common shares outstanding for diluted earnings per share		93,440,754		98,936,296
Basic net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Basic net income per share	$	0.00	$	0.05
Diluted net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Diluted net income per share	$	0.00	$	0.05

For the three months ended March 31, 2016 and 2015, there were 3,454,144 and 4,099,377, respectively, stock options, restricted shares and units and performance shares and units excluded from the calculation of diluted earnings per share because their impact would have been anti-dilutive.

13

NOTE 4 – STOCKHOLDERS’ EQUITY

The activity in stockholders’ equity for the three months ended March 31, 2016 is shown below:

	Common Stock							Treasury Stock
(In thousands)	Shares	Amount		Additional paid-in capital		Accumulated Deficit		Shares		Amount		Accumulated Other Comprehensive Loss - Foreign Currency Translation		Total Stockholders' Equity
Balance at December 31, 2015	103,845	$	1,039	$	886,261	$	(36,985)		(7,051)	$	(88,616)	$	(504)	$	761,195
Other comprehensive loss, net of taxes	-		-		-		-		-		-		(63)		(63)
Treasury stock purchased	-		-		-		-		(3,237)		(29,612)		-		(29,612)
Restricted stock issued, net of cancellations	(24)		-		(855)		-		73		855		-		-
Performance stock issued, net of cancellations	(529)		(5)		5		-		-				-		-
Stock-based compensation	-		-		3,751		-		-		-		-		3,751
Net income	-		-		-		283		-		-		-		283
Balance at March 31, 2016	103,292	$	1,034	$	889,162	$	(36,702)		(10,215)	$	(117,373)	$	(567)	$	735,554

In February 2016, the Company’s Board of Directors authorized a $50.0 million share repurchase program. Under the terms of the program, the Company was authorized to repurchase up to $50.0 million of its outstanding common stock, excluding commissions. Stock repurchases under this program could be made through open market and privately negotiated transactions. The timing and amount of specific repurchases 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 three months ended March 31, 2016, we repurchased approximately 2.9 million shares for approximately  $25.8 million, plus commission fees.

NOTE 5 – SEGMENTS

The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and utilized on a regular basis by its chief operating decision maker, the Company’s chief executive officer, to assess performance and allocate resources. Management evaluates the operating results of each of the Company’s operating segments based upon revenue and “Adjusted EBITDA”, which we define as income from continuing operations before depreciation and amortization, interest, income taxes, changes in fair value of contingent acquisition consideration, stock-based compensation and other items such as loss on extinguishment of debt, legal settlements, acquisition, disposition and related expenses, restructuring charges, any impairment charge, CEO transition costs and costs related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation. The Company’s presentation of Adjusted EBITDA, a non-GAAP measure, may not be comparable to similarly titled measures used by other companies.

14

	Three months ended March 31,
	2016				2015
(In thousands)	Revenue		Adjusted EBITDA		Revenue		Adjusted EBITDA
Banking	$	24,347	$	5,281	$	28,170	$	10,559
Credit Cards		63,142		25,799		56,774		26,089
Senior Care		6,187		(453)		5,187		(77)
Other		(398)		(7,318)		(1,121)		(4,493)
Total Company	$	93,278		23,309	$	89,010		32,078
Less:
Interest and other expenses, net				4,855				5,269
Depreciation and amortization				9,551				9,462
Changes in fair value of contingent acquisition consideration				(162)				(240)
Stock-based compensation expense				3,904				4,755
Legal settlements (A)				(851)				-
Acquisition, disposition and related expenses				-				263
Restatement charges (B)				1,427				4,174
Impact of purchase accounting				-				34
Restructuring charges				(34)				-
Income before income taxes			$	4,619			$	8,361

__________

(A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement.

(B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation.

NOTE 6 – FAIR VALUE MEASUREMENT

The carrying amounts of cash, accounts receivable and accrued interest approximate estimated fair value due to their short term nature. In measuring the fair value of our long term debt, we used market information. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates.

The following table presents estimated fair value, and related carrying amounts:

	March 31, 2016				December 31, 2015
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial liabilities:
Long term debt (A)	$	293,881	$	298,500	$	293,284	$	297,000

_________

(A) The long term debt carrying amount is net of debt issuance costs of approximately $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively.

In addition, we make recurring fair value measurements of contingent acquisition consideration using Level 3 unobservable inputs. We recognize the fair value of contingent acquisition consideration based on its estimated fair value at the date of acquisition using discounted cash flows and subsequent adjustments to the fair value are due to the passage of time as we approach the payment date or changes to management’s estimates of the projected results of the acquired business. In determining the fair value of contingent acquisition consideration, we review current results of the acquired business along with projected results for the remaining earnout period to calculate the expected contingent acquisition consideration to be paid using the agreed upon formula as laid out in the acquisition agreements.

15

The following tables present the fair value measurements of contingent acquisition consideration and the assets of the non-qualified deferred compensation planusing the fair value hierarchy:

	Fair Value Measurement at March 31, 2016 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	169	$	-	$	-	$	169
Total asset recurring fair value measurements	$	169	$	-	$	-	$	169
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	332	$	332
Total liabilities recurring fair value measurements	$	-	$	-	$	332	$	332
	Fair Value Measurement at December 31, 2015 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	173	$	-	$	-	$	173
Total asset recurring fair value measurements	$	173	$	-	$	-	$	173
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	9,107	$	9,107
Total liabilities recurring fair value measurements	$	-	$	-	$	9,107	$	9,107

The following table sets forth a reconciliation of changes in the fair value of Level 3 financial liabilities, contingent acquisition consideration, for the three months ended March 31, 2016:

(In thousands)	Three months ended March 31, 2016
Balance, January 1,2016	$	9,107
Additions to Level 3		-
Transfers into Level 3		-
Transfers out of Level 3		-
Change in fair value		(162)
Payments		(8,613)
Balance, March 31, 2016	$	332

The unobservable inputs used in determining the fair value of contingent acquisition consideration for earnout periods not yet completed include discount factors of 14% to 16% based on our weighted average cost of capital and projected results of the acquired

16

businesses. The fair value calculated as of March 31, 2016 is subject to sensitivity as it relates to the projected results of the acquired businesses, which are uncertain in nature. Each calculation is based on aseparate formula and results that differ from our projections could impact the fair value significantly.

During the three months ended March 31, 2016, we recorded a  credit of $162,000for the change in fair value of contingent acquisition consideration,  which consists of a decrease in the fair value due to a change in estimate of $316,000, partially offset by an increase of $154,000 related to the passage of time.

NOTE 7 – STOCK-BASED COMPENSATION

The Company’s stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of awards of non-qualified stock options, restricted stock and performance-based restricted shares or units.Stock unit awards entitle the holder to receive shares of common stock of the Company upon vesting on a one-to-one basis. The Company typically settles stock based awards with treasury shares. As of March 31, 2016, approximately 6.7 million shares were available for future grants of awards under the plan.

The stock-based compensation expense for stock options, restricted stock and performance stock awards recognized in our condensed consolidated statements of comprehensive incomeare as follows:

	Three months ended
	March 31,		March 31,
(In thousands)	2016		2015
Cost of revenue	$	428	$	479
Sales and marketing		476		652
Product development and technology		744		900
General and administrative		2,256		2,724
Total stock-based compensation	$	3,904	$	4,755

Stock compensation expense for the three months ended March 31, 2016 includes $153,000 of expense related to performance based restricted share grants that are classified as a liability until the number of shares is determinable. This amount is included in the performance based restricted share expense discussed below. These grants vest on their determination dates, ratable over three years.

Restricted Stock

The following table summarizes restricted stock award activity for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,890,379	$	13.35
Granted	72,886		11.73
Vested and released	(413,895)		13.90
Forfeited	(23,981)		13.24
Balance, March 31, 2016	1,525,389	$	12.89

Stock-based compensation expense related to restricted stock awards for the three months ended March 31, 2016was approximately $2.8 million, and for the three months ended March 31, 2015 was approximately $3.4 million. As of March 31, 2016, there was unrecognized compensation cost related to non-vested restricted stock awards of $15.5 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.1 years.

17

Restricted Stock Units

During the three months ended March 31, 2016, restricted stock units were awarded that vest ratably over a three year period following the date of the grant.

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	1,876,522		8.33
Forfeited	(19,792)		8.33
Balance, March 31, 2016	1,856,730	$	8.33

Stock-based compensation expense related to restricted stock units for the three months ended March 31, 2016 was approximately $261,000. As of March 31, 2016, there was unrecognized compensation cost related to non-vested restricted stock units of $15.3 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.9 years.

Performance Based Restricted Shares

Performance based restricted shares activity was as follows for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,218,418	$	12.80
Granted	-		-
Vested/Earned	(94,584)		15.31
Forfeited	(13,153)		16.06
Balance, March 31, 2016	1,110,681	$	12.55

Stock-based compensation expense related to performance based shares for the three months ended March 31, 2016and March 31, 2015 was approximately $430,000 and $58,000, respectively. As of March 31, 2016, there was unrecognized compensation expense related to non-vested performance stock awards of$1.7million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.6 years.

Performance-based Restricted Stock Units

During the three months ended March 31, 2016, performance-based restricted stock units were awarded that vest based upon a performance factor, which is equal to a measure of the Company’s profitability over a 2 year period and multiplied by a total shareholder return factor achieved by the Company relative to a determined peer group, with 50%vestingon the determination date, which will be (i) the date on which the audit of the Company’s financial statements for its fiscal year 2017 is completed and (ii) the date on which the final calculation of the relative total shareholder return factor is made by the Compensation Committee of the Board of Directors;and 50% on the third anniversary of the grant date.The granted amount represents the maximum amount of the award based on the Company’s financial performance metric, Adjusted EBITDA. The total number of shares ultimately issued in respect of the units can range from 0% to 100% of the granted amount. The total shareholder return factor could further adjust the number of shares by a maximum increase or decrease of 25%. Stock-based compensation expense related to the performance-based restricted stock units for the three months ended March 31, 2016 was $142,000. As of March 31, 2016, there was unrecognized compensation expense related to non-vested performance-based restricted stock units of$5.9 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 2.5 years.

18

The grant date fair value of performance-based restricted stock units incorporates a total-stockholders return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index of peers. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s performance-based restricted stock unit awards are outlined below.

	Three months ended March 31, 2016
Expected volatility of stock price		56.35%
Risk-free interest rate		0.94%
Valuation period		2.06 years
Dividend yield		0.00%

Performance-based restricted stock unit activity was as follows for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	873,053		9.21
Balance, March 31, 2016	873,053	$	9.21

Stock Options

Stock option activity was as follows for the three months ended March 31, 2016:

	Number of	Exercise Price		Weighted Average		Aggregate
	Options	Per Share		Exercise Price		Intrinsic Value
Balance, January 1, 2016	2,501,926	$	11.05 - 22.39	$	16.04	$	86,326
Granted	-		-		-
Exercised	-		-		-
Forfeited	-		-		-
Expired	(64,271)		15.00 - 16.72		15.12
Balance, March 31, 2016	2,437,655	$	11.05 - 22.39	$	16.07	$	-

Pursuant to the income tax provisions of ASC 718 “Stock Compensation”, we follow the “long-haul method” of computing our hypothetical additional paid-in capital, or APIC, pool. Approximately 25,000 stock options vested during the three months ended March 31, 2016.

The following table summarizes our options outstanding and options currently exercisable.

	March 31, 2016
				Weighted Average
	Number of		Weighted Average	Contractual Term		Aggregate
	Options		Exercise Price	(in years)		Intrinsic Value
Options vested and expected to vest	2,437,655	$	16.07	4.9	$	-
Options vested and exercisable	2,323,270		15.88	4.9		-

19

The aggregate intrinsic value of stock options outstanding in the tables above calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period  ($9.17 at March 31, 2016) and the exercise price of the stock options multiplied by the number of shares underlying options with an exercise prices less than the closing price on the last trading day of the reporting period. Stock-based compensation expense related to stock option awards for the three months ended March 31, 2016 was $225,000, and for the threemonths ended March 31, 2015was approximately $1.3 million.

As of March 31, 2016, approximately $1.0 million of total unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards is expected to be recognized over a weighted average period of 0.7 years.

NOTE 8 – INCOME TAXES

We calculate our income tax provision for interim periods based on two components: (i) the estimate of the annual effective tax rate and (ii) the existence of any interim period (i.e., discrete) events. The difference between income tax expense computed at the statutory rate and the reported income tax expense during the three months ended March 31, 2016and 2015 is primarily due to a tax charge taken for stock compensation expense and the effect of U.S. state income tax expense.

Our effective tax rate on continuing operations was  an expense of 79.2% during thethree months ended March 31, 2016, compared to an expense of43.7% during thethree months ended March 31, 2015, respectively. The change in our effective tax rate during the three months ended March 31, 2016 is primarily attributed to a higher charge taken for stock compensation and state tax adjustments in 2016.

We have approximately $4.1million and $4.0 million of unrecognized tax benefits at March 31, 2016 and December 31, 2015.

We are subject to income taxes in the U.S. federal jurisdiction, various states, and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2011.  

On March 3, 2016, the Internal Revenue Service (“IRS”) notified us of an examination into the 2013 and 2014 tax years.

On March 3, 2016, the NYC Department of Revenue notified us of an examination into the 2013 and 2014 tax years.

On March 28, 2016 an assessment was issued for the California Income tax audit for 2013 and 2014 tax years for additional tax due of approximately $296,000.

We accrued approximately $7,000and $12,000 during the three months ended March 31, 2016 and 2015, respectively, for the payment of interest which is recorded as income tax expense.

During the three months ended March 31, 2016, we recorded a new reserve for an uncertain tax position in the amount of $85,000.  

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is party to litigation and regulatory matters and claims. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold.Except as otherwise stated, we have concluded that we cannot estimate the reasonably possible loss or range of loss, including reasonably possible losses in excess of amounts already accrued, for each matter disclosed below. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

BanxCorp Litigation

In July 2007, BanxCorp, an online publisher of rate information provided by financial institutions with respect to various financial products, filed suit against the Company in the United States District Court for the District of New Jersey alleging violations of Federal and New Jersey State antitrust laws, including the Sherman Act and the Clayton Act. BanxCorp has alleged that it has been

20

injured as a result of monopolistic and otherwise anticompetitive conduct on the part of the Company and is seeking approximately $180 million in compensatory damages, treble damages, and attorneys' fees and costs. In October 2012, BanxCorp filed a Seventh Amended Complaint, alleging violations of Section 2 of the Sherman Act, Section 7 of the Clayton Act and parallel provisions of New Jersey antitrust laws, and dropping its claims under Section 1 of the Sherman Act. Discovery closed on December 21, 2012 and both parties filed motions in the first quarter of 2013 seeking summary judgment that are pending before the court. The Company will continue to vigorously defend this lawsuit. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

TCPA Litigation

In June 2015, a putative class action lawsuit styled Johnson v. Bankrate, Inc. was filed against the Company in the United States District Court for the Southern District of Florida, alleging violations of the Telephone Consumer Protection Act (TCPA) and seeking statutory damages, injunctive relief and attorney’s fees. The plaintiffs alleged that the Company contacted her and members of the class she seeks to represent on their cellular telephones without their prior express written consent and seeks to certify a nationwide class of individuals on that basis. In October 2015, an amended complaint was filed adding a second named plaintiff, making the same allegations as the original complaint, and seeking certification of the same proposed class and the same relief as the original complaint. On January 26, 2016, the plaintiffs entered into a settlement agreement with the Company on an individual basis for an immaterial amount. On February 3, 2016, the court dismissed the case with prejudice.

Securities Litigation

In October 2014, a putative class action lawsuit was brought in federal court in the United States District Court for the Southern District of Florida against the Company, certain of its current and former officers and directors, and other defendants, which is captioned The City of Los Angeles v. Bankrate, Inc., et al., No. 14-CV-81323-DMM. On November 23, 2015, the District Court dismissed an amended complaint in its entirety without prejudice for failing to adequately plead material misrepresentations or omissions, scienter, or loss causation and damages. On December 8, 2015, Lead Plaintiff filed a Second Amended Complaint alleging that the Company’s 2012, 2013, and first half of 2014 financial statements improperly recognized revenues and expenses and therefore were materially false and misleading and caused damages. Plaintiffs sought relief (including damages and rescission or rescissionary damages) under the Securities Act of 1933 based on a March 2014 secondary offering and under the Securities Exchange Act of 1934 on behalf of a proposed class consisting of all persons, other than the defendants, who purchased the Company’s securities between August 1, 2012 and October 9, 2014, inclusive. On January 8, 2016 the Company and the remaining defendants moved to dismiss the Second Amended Complaint. That motion is pending. The action is in its preliminary stages and we are not able to predict its outcome. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

Two earlier lawsuits making similar allegations, captioned Tong v. Evans, et al., No. 14-cv-81183-KLR (S.D. Fla), and Atiyeh v. Evans, et al., No. 14 Civ. 8443 (JFK) (S.D.N.Y), were voluntarily dismissed by their respective plaintiffs.

DOJ Investigation

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. The Company received a communication from the CFPB inviting the Company to respond to the CFPB’s identified issues in the form of a Notice of Opportunity to Respond and Advise during which the CFPB identified potential claims it might bring against the Company. The Company has submitted a response that it believes addresses the CFPB’s issues with respect to the Company’s online mortgage rate tables and its quality control processes. We are unable to predict when the CFPB investigation will be completed or the final outcome of the investigation, and cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

In addition to the above, we are also involved in other litigation and regulatory matters and claims that arise in the ordinary course of business and although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business,

21

financial position, results of operations or cash flow. Regardless of the outcome, litigation and regulatory matters can have an adverse impact on us because of investigative, defense or settlement costs, diversion of management resources and other factors.

Headquarters Office Lease

During March 2016, we entered into an office lease for our New York headquarters office.The lease for the current New York headquarters office space expires September 2016.

NOTE 10 – DEBT

Senior Notes

The Company’s $300.0 million 6.125% senior unsecured notes due 2018 (the “Senior Notes” or “Notes”) were issued in August 2013.Interest on the Senior Notes accrues daily on the outstanding principal amount thereof and is payable semi-annually, in arrears, on August 15 and February 15. On or after August 15, 2015, the Company may redeem some or all of the Senior Notes at a premium that will decrease over time as set forth in Bankrate, Inc.’s Indenture, dated as of August 7, 2013 (the “Senior Notes Indenture”).

The carrying amount of the Senior Notes at March 31, 2016 and December 31, 2015, is $293.9 million and $293.3 million, respectively. With the adoption of ASU 2015-03 on January 1, 2016, the carrying amount of the Senior Notes is presented net of debt issuance costs for all periods presented.

We amortized original issue discount and deferred loan fees related to the Senior Notes, which are included within interest and other expenses, net on the accompanying condensed consolidated statements of comprehensive income.

Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes was as follows:

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	4,594	$	4,594
Original issue discount		160		150
Deferred financing costs		437		357

The following amounts remain to be amortized as of:

(in thousands)	March 31, 2016		December 31, 2015
Original issue discount	$	1,628	$	1,788
Deferred financing costs		4,491		4,928

On March 31, 2015 and May 11, 2015, as required under the terms of the Company’s Senior Notes Indenture, as supplemented by the Third Supplemental Indenture thereto, we made consent payments of$354,000 and $374,000, respectively, to certain holders of the Senior Notes due to the delay in providing timely financial statements. These payments were recorded as deferred financing costs and are being amortized over the remaining term of the Senior Notes.

Our Senior Notes Indenture and Credit Agreement generally permit us to apply the net cash proceeds of approximately $130.0 million from the sale of our Insurance business to prepay outstanding debt and/or invest in assets useful to our business, in each case, within 365 days of our receipt of such net cash proceeds (subject, in the case of any investment, to a further 180-day extension under certain circumstances). If we do not apply such net cash proceeds in the manner and within the time period described above and the amount of unapplied net cash proceeds exceeds $10.0 million, we will be required to offer to purchase a portion of our outstanding Senior Notes using those unapplied net cash proceeds at an offer price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

Revolving Credit Facility

The Company has  a$70.0 millionrevolving credit facility(“Revolving Credit Facility”),  which matures on May 17, 2018. The

22

proceeds can be used for ongoing working capital requirements and other general corporate purposes, including the financing of capital expenditures and acquisitions.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (i) an alternate base rate (as defined in the Revolving Credit Facility) or (ii) an adjusted LIBO rate (as defined in the Revolving Credit Facility), each calculated in a customary manner, plus applicable margin. The applicable margin is 3.00% per annum with respect to alternate base rate loans and 2.00% per annum with respect to adjusted LIBO rate loans. In addition to paying interest on the outstanding principal amount of borrowings under the Revolving Credit Facility, we must pay a commitment fee to the Lenders in respect of their average daily unused amount of revolving commitments at a rate that ranges from 0.375% to 0.50% per annum depending on our consolidated total leverage ratio. We may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans).

The Credit Agreement contains customary affirmative and negative covenants and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00:1.00 as of the last day of any fiscal quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. We were in compliance with all required covenants as of March 31, 2016.

All obligations under the Credit Agreement are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens on the assets of the Company and the Guarantors.

As of March 31, 2016$69.3 million was available for borrowing under the Revolving Credit Facility and there were approximately$743,000in letters of credit issued against the facility.

Interest expense and amortization of deferred financing costs related to the Revolving Credit Facility was as follows:

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	67	$	88
Deferred financing costs		85		85

At March 31, 2016 and December 31, 2015, approximately $669,000 and $754,000, respectively, in deferred loan fees remains to be amortized.

NOTE 11 – ACQUISITIONS

2015 Acquisitions

On January 1, 2015, the Company completed the acquisition of certain assets and the assumption of certain liabilities of Moseo Corporation, a Washington corporation (“Moseo”), for $3.6 million in cash and $3.3 million in contingent consideration liability.The financial results of the acquired business are immaterial to the Company’s net assets and results of operations. The acquisition was accounted for as a purchase and included in the Company’s consolidated results from the acquisition date. The Company recorded $751,000 in goodwill, which is expected to be deductible for income tax purposes, and $6.1 million in intangible assets related to the acquisition, consisting of $3.1 million for internet domain name and $3.0 million in customer relationships.

NOTE 12 – RESTRUCTURING

In 2015, management adopted a restructuring plan with respect to the Company’s corporate and banking segment finance operations aligned with our commitment to implement best practices, enhance internal controls and drive efficiency throughout the finance function by improving processes, separating corporate and business unit functions, and co-locating finance teams, where appropriate. During the same period, management also adopted a restructuring plan consisting of certain changes in corporate and business unit leadership in connection with further aligning Company leadership with its strategic initiatives. As part of this process, we formally communicated the termination of employment to approximately 15 employees. The costs associated with these initiatives primarily represent modifications of share based awards, severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in shares and cash. As of March 31, 2016,  the restructuring plan has been completed and we anticipate no further charges under this plan. During the three months ended March 31, 2016, certain restructuring charges were reversed for payments that would not be made under the plan.

23

The following tables summarize the changes to our restructuring-related liabilities and identify the amounts recorded for restructuring expense and corresponding payments:

	Three months ended
	March 31, 2016
(In thousands)
Balance at January 1, 2016	$	2,166
Restructuring charges		(34)
Utilized		(1,091)
Balance at March 31, 2016	$	1,041

NOTE 13 – DISCONTINUED OPERATIONS

In 2014, we commenced the process of divesting our operations in China, which is classified as discontinued operations in the condensed consolidated financial statements for all periods presented. In addition, the assets and liabilities associated with the discontinued operations are classified as assets held for sale and liabilities subject to sale, respectively, in the condensed consolidated balance sheets.We remain committed to our plan of divesting our operations in China, which is expected to be completed in the second quarter 2016, subject to regulatory reviews.

In December 2015, we sold our Insurance business. For the three months ended March 31, 2015, the results of operations of the Insurance business are classified as discontinued operations in the condensed consolidated statements of comprehensive income.

The following table presents the carrying amounts of major classes of assets and liabilities of the discontinued operations that are presented as assets held for sale and liabilities subject to sale on the Condensed Consolidated Balance Sheets:

	(Unaudited)
	March 31,		December 31,
(In thousands)	2016		2015
Cash and cash equivalents	$	204	$	338
Accounts receivable, net		76		117
Prepaid expenses and other current assets		103		113
Total current assets		383		568
Furniture, fixtures and equipment, net		508		581
Intangible assets, net		8		8
Other assets		48		-
Total assets classified as held for sale	$	947	$	1,157
Accounts payable	$	22	$	65
Accrued expenses		112		264
Deferred revenue and customer deposits		126		141
Other current liabilities		1,168		923
Total current liabilities		1,428		1,393
Total liabilities classified as subject to sale	$	1,428	$	1,393

24

The following table presents the major classes of line items constituting net loss from discontinued operations, which is presented in the Condensed Consolidated Statements of Comprehensive Income:

	Three months ended March 31, 2016
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	-	$	200	$	200
Costs and expenses:
Cost of revenue		-		105		105
Other expenses		-		336		336
Operating expenses		-		441		441
Loss before taxes		-		(241)		(241)
Net loss from discontinued operations	$	-	$	(241)	$	(241)
Loss on sale of discontinued operations		(736)		-		(736)
Income tax benefit		(297)		-		(297)
Net loss on sale of discontinued operations		(439)		-		(439)
Net loss on discontinued operations	$	(439)	$	(241)	$	(680)

		Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	52,531	$	216	$	52,747
Costs and expenses:
Cost of revenue		37,444		96		37,540
Other expenses		14,052		444		14,496
Operating expenses		51,496		540		52,036
Income (loss) on discontinued operations		1,035		(324)		711
Income tax expense		464		-		464
Net income (loss) on discontinued operations	$	571	$	(324)	$	247

The following tables present the major cash flow components of discontinued operations:

(In thousands)	Three months ended March 31, 2016
Depreciation	$	75
Amortization		1
Capital expenditures		-

25

	Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Depreciation	$	1,010	$	95	$	1,105
Amortization		5,231		1		5,232
Stock compensation expense		1,059		-		1,059
Capital expenditures		1,164		100		1,264

NOTE 14 – SUBSEQUENT EVENTS

During April 2016, we repurchased approximately 2.7 million shares of our common stock for approximately $24.2 million, completing the authorized repurchase program.

On May 5, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Next Advisor, Inc., a California corporation (“Seller”) and the sole equity holder of Seller, pursuant to which the Company agreed to acquire substantially all of the assets of Seller. The asset purchase includes upfront consideration of approximately $76.3 million in cash and approximately $3.0 million in time-based vesting restricted stock units.  The consideration also includes a potential earnout payment of up to$138.0 million payable in cash or Bankrate stock and up to $7.8 million in time-based vesting restricted stock units based on the NextAdvisor business unit achieving certain growth targets over the 18 month period following the closing of the transaction.  The transaction is subject to certain closing conditions including antitrust review,expected to close before the end of the second quarter 2016.For additional information on the transaction, see “Item 5. Other Information.”

26

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our results of operations and financial condition with the financial statements and related notes included elsewhere in this Quarterly Report and with our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “2015 Annual Report”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and that involve numerous risks and uncertainties, including, but not limited to, those described in the “Cautionary Statement Concerning Forward-Looking Statements” section of this Quarterly Report on Form 10-Q and in the materials referenced therein. Actual results may differ materially from those contained in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Introduction

Our Company

We are a leading online publisher, aggregator and distributor of personal finance content. We provide consumers with proprietary, fully researched, comprehensive, independent and objective personal finance editorial content across multiple vertical categories including mortgages, deposits, credit cards, senior care and other personal finance categories.

Our sources of revenue include performance-based advertising, lead generation, display advertising, distribution arrangements and traditional media avenues, such as syndication of editorial content and subscriptions.

Primarily through our Bankrate.com brand, we provide consumer inquiries to advertisers that are listed in our mortgage and deposit rate tables and that hyperlink their listings or provide a phone number. Under this arrangement, advertisers pay Bankrate each time a consumer clicks on that advertiser's hyperlink or calls the phone number. All clicks and calls are screened for fraudulent characteristics in accordance with Interactive Advertising Bureau advertising standards by an independent third party vendor and then charged to the customer’s account.

Primarily through our CreditCards.com brand, other owned and operated sites, and through our affiliate networks, we provide consumer inquiries to credit card issuers and principally record sales after the credit card issuers approve the consumer’s credit application.

Primarily through our Caring.com brand, we provide helpful caregiving content, a comprehensive online senior living community directory for the United States, and telephone support and advice from trained Family Advisors to consumers looking for senior care options as well as thousands of original articles, helpful tools, a local directory covering a wide array of other senior caregiving services, and the collective wisdom of an involved online community.

Primarily through our Quizzle.com brand, we provide consumers with tools, services and content that includes credit monitoring, identity theft protection, debt management, credit reports and credit scores, budget planning and credit management techniques.

We provide a variety of digital display advertising formats. Our most common digital display advertisement sizes are leader boards and banners, which are prominently displayed at the top, bottom or side rails of a page. We charge for these advertisements based on the number of times the advertisement is displayed or based on a fixed amount for a campaign. Advertising rates may vary depending upon the product areas targeted, geo-targeting, the quantity of advertisements purchased by an advertiser, and the length of time an advertiser runs an advertisement on our online network. We sell to advertisers targeting a specific audience in a city or state and also to national advertisers targeting the entire country.

We also derive revenue through the sale of print advertisements and the distribution (or syndication) of our editorial content.

We operate the following business segments:

· Banking – we offer information on rates for various types of mortgages, home lending and refinancing options, specific to geographic location and covering all 50 states; rate information on various deposit products such as money markets, savings and certificates of deposits; and information on retirement, taxes and debt management. We provide information and allow consumers to shop for personal and auto loans. This segment also provides original articles on topics related to the housing market and loan refinancing; provides online analytic tools to calculate investment values; and provides content on topics such as retirement 401(k) accounts, Social Security, tax deductions and exemptions, auto loans, debt consolidation and credit risk.

27

· Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimates of card benefits.

· Senior Care – we provide a comprehensive online senior living community directory for the United States, and telephone support and advice from trained Family Advisors to consumers looking for senior care options, as well as thousands of original articles, helpful tools, a local directory covering a wide array of other senior caregiving services, and the collective wisdom of an involved online community.

· Other – includes unallocated corporate overhead, the elimination of transactions between segments and the results of operations of Quizzle.

Highlights

During the first quarter 2016,

· Revenues increased 4.8% to $93.3 million from first quarter 2015

· Net income from continuing operations decreased 79.5% to $963,000 from first quarter 2015

· Adjusted EBITDA decreased 27.3% to $23.3 million from first quarter 2015

· 2.9 million shares repurchased under our share repurchase program

Certain Trends Influencing Our Business

Our business benefits from the secular shift toward consumer use of online networks to research and shop for personal finance products coupled with increased consumer interest in comparison shopping for such products, and the related shift in advertiser demand from offline to online and toward the targeting of in-market consumers. Our ability to benefit from these trends depends on the strength of our position in the personal finance services markets driven by our brands, proprietary and aggregated content, breadth and depth of personal finance products, distribution, position in search results and monetization capabilities. The key drivers of our business include the number of in-market consumers visiting our online network, including the number of page views they generate, the availability of financial products and the demand of our online network advertisers, each of which are correlated to general macroeconomic conditions in the United States. We believe that increases in housing activity and general consumer financial activity and fluctuations in interest rates positively impact these drivers while decreases in these areas, or a deterioration in macroeconomic conditions, could have a negative impact on these drivers.

Key Initiatives

We are focused on the following key initiatives to drive our business:

· increasing visitor traffic to our online network, including enhancing search engine marketing and keyword buying, and expanding marketing on social networks and via direct response advertising;

· traffic optimization and monetization for both desktop and mobile;

· investing in our technical infrastructure to enhance the experience of both consumers and advertisers;

· developing tools and content that result in repeat visits and ongoing engagement by the consumers on our site;

· optimizing the revenue of our cost-per-thousand-impressions, cost-per-click, cost-per-call and cost-per-approval models on our online network;

· revenue optimization associated with updated site designs and functionality;

· revenue optimization through value-based pricing for our mortgage and deposit products;

· broadening the breadth and depth of the personal finance content and products that we offer on our online network;

· increasing the percentage of visitor traffic from owned and operated sites;

· further developing our mobile applications and optimizing the consumer experience across all modes of accessing our online network;

· managing our costs and expenses; and

· continuing to integrate our acquisitions to maximize synergies and efficiencies.

Critical Accounting Policies

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the period. We base our judgments, estimates and assumptions on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies or estimates during thethree monthsended March 31, 2016as compared to the critical accounting policies and estimates disclosed in management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K dated March 9, 2016 and filed with the SEC, except as updated in Note 1 in Notes to the Condensed Consolidated Financial Statements.

Recent Accounting Pronouncements

See Note 1 in Notes to Condensed Consolidated Financial Statements.

Results of Operations

Our chief operating decision maker manages, assesses performance and allocates resources based upon separate financial information from our operating segments (see Note 5 to our Condensed Consolidated Financial Statements for further information). In identifying our reportable segments, we also considered the nature of the services provided by our operating segments and other relevant factors. We aggregate certain of our operating segments into our reportable segments.

Management evaluates the operating results of each of our operating segments based upon revenue and “Adjusted EBITDA”, which we define as income from continuing operations before depreciation and amortization, interest, income taxes, changes in fair value of contingent acquisition consideration, stock-based compensation, and other items such as loss on extinguishment of debt, legal settlements, acquisition, disposition and related expenses, restructuring charges, any impairment charge, CEO transition costsand costs related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

29

The following table displays our results for the respective periods expressed as a percentage of total revenue.

	Three months ended
	March 31,	March 31,
Statement of Operations Data:	2016	2015
Revenue	100%	100%
Costs and expenses:
Cost of revenue	51%	46%
Sales and marketing	5%	4%
Product development and technology	7%	6%
General and administrative	18%	18%
Legal settlements	(1%)	0%
Acquisition, disposition and related expenses	0%	0%
Restructuring charges	0%	0%
Changes in fair value of contingent acquisition consideration	0%	0%
Depreciation and amortization	10%	11%
Total costs and expenses	90%	85%
Income from operations	10%	15%
Interest and other expenses, net	5%	6%
Income before taxes	5%	9%
Income tax expense	4%	4%
Net income from continuing operations	1%	5%
Net (loss) income from discontinued operations, net of income taxes	(1%)	0%
Net income	0%	6%

Three months endedMarch 31, 2016compared to the March 31, 2015

Revenue

Total revenue was $93.3 million and $89.0 million for thethree months ended March 31, 2016 and 2015, respectively, representing an increase of $4.3 million or 4.8%. Banking segment revenue decreased $3.8 million, Credit Cards revenue increased $6.4 million and Senior Care revenue increased $1.0 million, while revenue in Other increased $723,000. See our segment results of operations discussion for further information.

Cost of Revenue

Cost of revenue for thethree monthsended March 31, 2016of $47.2 million was $5.9 millionhigherthan the same period in2015. Theincrease was primarily attributed to higher paid marketing expense of $4.8 million, higher spend on web analytics of $1.2 million, higher employee compensation and benefits expense of $1.2 million, higher incentive compensation of $288,000 and other costs, partially offset bylower distribution payments to our online partners of $1.9 million.

Sales and Marketing

Sales and marketing expenses for the three months ended March 31, 2016of $4.8 million increased $843,000 from prior year, primarily due to $396,000 increase in compensation and benefits, $209,000 increase in software, computers and other information technology spend, $114,000 increase in sales commissions, $110,000 higher incentive compensation expense, and other expenses, partially offset by $176,000 lower stock compensation costs.

30

Product Developmentand Technology

Product developmentand technologycosts for thethree months ended March 31, 2016 of $6.5 million wereapproximately $1.6 millionhigher than the comparable period in2015, primarily due to $1.4 million of higher total employee costs, including compensation, benefits and incentive compensation, $562,000 higher outside labor, consulting and other professional fees and a $112,000 increase in technology spend, partially offset by a decrease of $302,000 of web analytic spend and $156,000 lower stock compensation expense.

General and Administrative

General and administrative expenses for thethree months ended March 31, 2016 of $16.7 million were $1 million higher than the same period in 2015, due primarily to $1.2 million of higher compensation and benefit costs, $1.4 million higher corporate expenses including accounting, legal, insurance and other expenses, $563,000 higher incentive compensation expense, $372,000 of higher outside labor and consulting costs, $392,000 increased information technology costs, $197,000 higher facility and other expenses and $174,000 increased travel expense,partially offsetby $2.7 million in lower expenses related to the SEC investigation and financial audit and $468,000 lower stock compensation expense.

Legal Settlements

During the three months ended March 31, 2016, we recognized insurance proceeds of $851,000 for reimbursement of a previouslegal settlement.

Acquisition, Disposition and Related Expenses

There were no acquisition, disposition or related expenses for thethree monthsended March 31, 2016,  as compared to $263,000 for the same period in2015.  

Changes in Fair Value of Contingent Acquisition Consideration

Changes in fair value of contingent acquisition consideration for the three monthsended March 31, 2016was a credit of $162,000which consisted of a decrease in the fair value due to a change in estimate of $316,000, partially offset by an increase of $154,000 related to the passage of time.

Changes in fair value of contingent acquisition consideration for thethree months ended March 31, 2015was a credit of $240,000 and primarily consisted ofa decrease in the fair value due to change in estimate of $945,000, partially offset by an increase of $705,000 due to the passage of time.

Depreciation and Amortization

Depreciation and amortization expense for thethree monthsended March 31, 2016 of $9.6million was $89,000higher than the same period in2015 primarily as a result of amortization expense in connection with our acquisitions and higher depreciation expense associated with increased internal capitalized software as compared to 2015.

Interest and Other Expenses, net

Interest and other expenses, net for the three monthsended March 31, 2016of $4.9 million, decreased $414,000 from the same period in 2015,primarily due the interest income from the deferred receivable for the sale of our insurance business.

Income Tax Expense

Our effective tax rate was an expense of79.2% during the three monthsended March 31, 2016compared to an expense of43.7% in the same period in 2015, this change is primarily attributed to a higher charge taken for stock compensation and state tax audit adjustments in 2016.

31

Following is a discussion of the results of each of our reportable segments:

	Revenues				Adjusted EBITDA
	Three months ended				Three months ended
(In thousands)	March 31, 2016		March 31, 2015		March 31, 2016		March 31, 2015
Banking	$	24,347	$	28,170	$	5,281	$	10,559
Credit Cards		63,142		56,774		25,799		26,089
Senior Care		6,187		5,187		(453)		(77)
Other		(398)		(1,121)		(7,318)		(4,493)
Total Company	$	93,278	$	89,010	$	23,309	$	32,078
Less:
Interest and other expenses, net						4,855		5,269
Depreciation and amortization						9,551		9,462
Changes in fair value of contingent acquisition consideration						(162)		(240)
Stock-based compensation expense						3,904		4,755
Legal settlements (A)						(851)		-
Acquisition, disposition and related expenses						-		263
Restatement charges (B)						1,427		4,174
Impact of purchase accounting						-		34
Restructuring charges						(34)		-
Income before income taxes					$	4,619	$	8,361

__________

(A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement.

(B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation.

Banking

Revenue decreased $3.8 million (13.6%) for the three monthsended March 31, 2016 compared with 2015. Of the total revenue decrease, consumer inquiry revenues generated through our rate tables decreased by $2.2 million (12.0%) due to lower advertiser demand in our deposit vertical compared to the prior year. Overall unit pricing was 18.4% lower due to our efforts to align the price of each click with the value received by the advertisers, partially offset by a 7.8% increase in volume due to growth in our mortgage vertical. Other revenue decreased by $1.7 millionprimarily driven by a decline in sold advertising impressions.

Adjusted EBITDA decreased $5.3 million (50.0%) due primarily to reduced revenue. Expenses included in Adjusted EBITDA increased $1.4 million from the prior year period. Cost of revenue declined by $279,000 primarily due to reduced paid marketing spend. Sales and marketing expense increased by $664,000, mainly attributed to increased compensation and benefits, variable compensation expense and technology spend.Product development costs increased by approximately $756,000 primarily due to higher compensation, benefit and incentive compensation expense and increased consulting costs. General and administrative expenses increased $314,000.

Credit Cards

Revenue increased $6.4 million (11.2%) for the three monthsended March 31, 2016 compared with 2015. Of the total revenue growth, consumer inquiry revenues from our owned and operated sites grew by $9.8 million (27.7%), of which approximately 65% came through higher pricing and sales conversion and the remainder came through larger consumer volume. However, overall revenue growth was negatively impacted by lower affiliate revenues, which are at low margins. Other revenue, which is largely comprised of revenue generated through third-party affiliates, was down $3.4 million.

Adjusted EBITDA decreased $290,000  (1.1%) for the three months ended March 31, 2016 compared to with 2015. Expenses included in Adjusted EBITDA increased $6.7 million from the prior year period, primarily due to an  $5.1 million increase in cost of revenue, mainly related to increased paid marketing expense which was partially offset by lower affiliate revenue share payments. Sales and

32

marketing expense increased $274,000, primarily due to higher compensation and benefit costs and professional fees. Product development and technology cost increased by $734,000 primarily due to higher compensation and benefit expense and other expenses. General and administrative expenses were $588,000 higher, mainly attributed to higher compensation and benefit expense and contract labor and consulting costs.

Senior Care

Revenue increased $1.0 million  (19.3%) for the three monthsended March 31, 2016 compared with 2015. Of the total increase in revenue, consumer inquiry revenues generated through our platform increased by $1.3 million (27.7%), which was primarily driven by higher monetization. Other revenue, which is largely comprised of revenue generated through advertisers, was down $0.3 million.

Adjusted EBITDA decreased $376,000primarily on increased cost of revenue. Expenses included in Adjusted EBITDA increased $1.3 million from the prior year period, cost of revenue increased by $976,000 primarily due to higher employee compensation and benefits and paid marketing expenses. Sales and marketing expense was $137,000 higher, primarily attributed toemployee compensation, benefits and commissions. Product development and technology cost increased by $148,000primarily attributed to employee compensation and benefits, and general and administrative expenses increased $81,000.

Other

The Other segment includes the results of Quizzle, along with general corporate expenses and intercompany eliminations. Revenue for the three monthsended March 31, 2016 compared with 2015 increased $0.7 million, while Adjusted EBITDA decreased $2.8 million. The revenue increase is attributed to the 2016 results of Quizzle, which was acquired in second quarter 2015.The decrease in Adjusted EBITDA was primarily due to accounting and other professional fees, compensation, benefits and incentive compensation.

Liquidity and Capital Resources

(In thousands)	March 31, 2016		December 31, 2015			Change
Cash and cash equivalents	$	204,387	$	236,866	$	(32,479)
Working capital	$	244,201	$	261,865	$	(17,664)
Stockholders' equity	$	735,554	$	761,195	$	(25,641)

Our principal ongoing source of operating liquidity is the cash generated by our business operations. We consider all highly liquid debt investments purchased with an original maturity of less than three months to be cash equivalents.

Our primary uses of cash have been to fund our working capital and capital expenditure needs, fund acquisitions, and service our debt obligations. We believe that we can generate sufficient cash flows from operations to fund our operating and capital expenditure requirements, as well as to service our debt obligations, for the next 12 months. In the event we experience a significant adverse change in our business operations, we would likely need to secure additional sources of financing.

As of March 31, 2016, we had working capital of $244.2 million and our primary commitments were normal working capital requirements and $2.3 million in accrued interest for the Senior Notes. In addition, we have commitments for guaranteed and contingent earnout obligations related to past acquisitions totaling $7.6 million as of March 31, 2016.

As of December 31, 2015, we had working capital of $261.9 million and our primary commitments were normal working capital requirements and $6.9 million in accrued interest for the Senior Notes. We had commitments for guaranteed and contingent earnout obligations related to past acquisitions totaling $16.3 million as of December 31, 2015.

We assess acquisition opportunities as they arise. Financing may be required if we decide to make additional acquisitions or if we are required to make any earnout payments to which the former owners of our acquired businesses may be entitled. There can be no assurance, however, that any such opportunities may arise, or that any such acquisitions may be consummated. Additional financing may not be available on satisfactory terms or at all when required.

33

Debt Financing

Senior Notes

As of March 31, 2016, we had $300.0million in Senior Notes outstanding for which interest is accrued daily on the outstanding principal amount at 6.125% and is payable semi-annually, in arrears, on February 15th and August 15th. The Senior Notes are due August 15, 2018. Accrued interest on the Senior Notes as of March 31, 2016 is approximately $2.3 million. Refer to Note 10 in the Notes to Condensed Consolidated Financial Statements for a further description of the Senior Notes.

Our Senior Notes Indenture and Credit Agreement generally permit us to apply the net cash proceeds 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, we may be required to offer to purchase a portion of our outstanding Senior Notes using those unapplied net cash proceeds at an offer price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

Revolving Credit Facility

We have a Revolving Credit Facility in an aggregate amount of $70.0 million which matures on May 17, 2018("Revolving Credit Facility"). All obligations under the Revolving Credit Facility are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens and security interests in the assets of the Company and the Guarantors.

As of March 31, 2016, we had approximately $743,000 in letters of credit outstanding under the Revolving Credit Facility and we were in compliance with all required covenants.

Cash Flows

Operating Activities

During the three months ended March 31, 2016, operating activities provided cash  of $6.9 millioncompared to $24.7 millionduring the three months ended March 31, 2015. This decrease is mainly due to:

· a  decrease of $13.0 million in net income excluding non-cash charges (primarily depreciation and amortization, stock-based compensation and changes in fair value of contingent acquisition consideration) compared to prior year

· taxes paid of $71,000 during the three months ended March 31, 2016 compared to a refund of $10.7 million in three months ended March 31, 2015

· partially offset byan increase in working capital changes in operating assets and liabilities of $5.9 million compared to prior year

Investing Activities

For the three months ended March 31, 2016, cash used in investing activities  was $1.2 millionand primarily consisted of:

· purchases of furniture, fixtures, equipment and capitalized website development costs of $1.2 million

For the three months ended March 31, 2015, cash used in investing activities was $6.6 millionprimarily consisting of:

· $3.6 million of business acquisitions

· $3.0 million for purchases of furniture, fixtures, equipment and capitalized website development costs

Financing Activities

For the three monthsended March 31, 2016,  cash used in financing activitieswas $38.2 milliondue to:

· the repurchase of Company’s stock of $29.6 million, including withholdings for taxes on vesting of employee stock-based compensation awards

· $8.6 million of payments of contingent acquisition consideration

For the three months ended March 31, 2015,  cash used by financing activities was $5.1 million primarily due to:

· the payment of contingent acquisition consideration of $3.9 million

· the repurchase of Company’s stock of $1.2 million

34

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements include the following four categories: obligations under certain guarantees or contracts; retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements; obligations under certain derivative arrangements; and obligations under material variable interests.

Besides ourSenior Notes, we have not entered into any material arrangements which would fall under any of these four categories and which would be reasonably likely to have a current or future material effect on our results of operations, liquidity or financial condition.

35

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The primary objective of our investment strategy is to preserve principal while maximizing the income we receive from investmentswithout significantly increasing risk. To minimize this risk, to date we have maintained our portfolio of cash equivalents in short-termand overnight investments that are not subject to market risk, as the interest paid on such investments fluctuates with the prevailinginterest rates. As of March 31, 2016, all of our cash equivalents mature in less than three months.

None of our outstanding debt as of March 31, 2016 was subject to variable interest rates as we did not have an outstanding balance forborrowed money under our Revolving Credit Facility as of March 31, 2016. Interest under the Revolving Credit Facility accrues at variable rates based, at our option, on the alternate base rate (as defined in the Revolving Credit Facility) plus a margin of 3.0% or at the adjusted LIBO rate(as defined in the Revolving Credit Facility) plus a margin of 2.0%. Our fixed interest rate debt includes $300.0 million of the Senior Notes in the aggregate principal amount.

Exchange Rate Sensitivity

Our exposure to exchange rate risk is primarily that of a net receiver of currencies other than the U.S. dollar. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, will negatively affect the Company's revenue and gross margins as expressed in U.S. dollars. Additionally, we have not engaged in any derivative or hedging transactions to date.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act, as amended (the “Exchange Act”), management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2016 and determined that the disclosure controls and procedures were not effective at a reasonable assurance level as of that date. Management based its conclusion on the fact that the material weakness in the operating effectiveness of our internal control over financial reporting that existed at December 31, 2015, as disclosed in our 2015 Annual Report, had not been remediated at March 31, 2016, as the Company was still in the process of fully implementing or testing the effectiveness of various remediation measures. For a description of the material weakness, see Part II, Item 9A in the 2015 Annual Report.

Management has taken and is taking steps, as described below under “Remediation Plan,” to remediate the material weakness in the operating effectiveness of our internal control over financial reporting. We believe that, as a result of management’s review of its accounting processes, and the additional procedures management has implemented, there are no material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that the condensed consolidated financial statements in this Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows in conformity with GAAP.

Remediation Plan

We and our Board treat the controls surrounding, and the integrity of, our financial statements with the utmost priority. Management is committed to the planning and implementation of remediation efforts to address control deficiencies and any other identified areas of risk. These remediation efforts, which are either implemented or in process, are intended to both address the identified material weakness and to enhance our overall financial control environment. In particular:

· we will complete the training of the new personnel hired in our accounting and financial reporting functions.

· we will continue to strengthen our interim and annual financial review controls to function with a sufficient level of precision to detect and correct errors on a timely basis.

· we will continue to improve the timeliness of our closing processes with respect to interim and annual periods.

· we will add additional internal technical accounting resource.

· we will consolidate our division and corporate accounting onto a single accounting software platform.

We are committed to maintaining a strong internal control environment, and we believe the measures described above will strengthen our internal control over financial reporting and remediate the material weakness we have identified.  Our remediation efforts are underway, and we will continue to devote significant time and attention to these remedial efforts. As we continue to evaluate and work

36

to improve our internal control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan described above, which may require additional implementation time.

Changes in Internal Control over Financial Reporting

Other than the changes described above under “Remediation Plan” that occurred during the quarter ended March 31, 2016, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The information with respect to legal proceedings is incorporated by reference from Note 9 of our Condensed Consolidated Financial Statements included herein.

Item 1A.  Risk Factors

An investment in our securities involves risk. You should carefully consider the following risk factors and those set forth in our 2015 Annual Report, as well as the other information included in this Quarterly Report, before investing in our securities. You should be aware that these risk factors and other information may not describe every risk facing our Company. Any of these risks could materially and adversely affect our business, financial condition, results of operations or prospects, and cause the value of our securities to decline, which could cause you to lose all or part of your investment in our Company.

The following supplements the risks set forth in Part I, Item 1A (Risk Factors) in our 2015 Annual Report:

Risks Related to the Agreement to Acquire the NextAdvisor Business

We may not acquire the business of NextAdvisor.

We expect to close the acquisition of the NextAdvisor business in the second quarter of 2016. However, the closing is subject to the satisfaction of certain closing conditions set forth in the purchase agreement for the transaction, including approval under the antitrust laws.  If these conditions are not satisfied or waived, or if the purchase agreement is otherwise terminated in accordance with its terms, then the acquisition will not be consummated. We have incurred significant costs associated with the potential acquisition of NextAdvisor and expect to continue to incur such costs until the acquisition closes or is abandoned.  If the acquisition is not consummated we will not receive any benefits associated with these costs. The price of our common stock may decline to the extent that the current market price of our common stock reflects a market assumption that the NextAdvisor business will be acquired and that we will realize certain anticipated benefits of acquiring NextAdvisor.

The intended benefits of the NextAdvisor acquisition may not be realized.

It is possible that expected synergies from our pending acquisition of the NextAdvisor business may not materialize in full or at all. The NextAdvisor acquisition poses risks for our ongoing operations, including, among others:

•that senior management’s attention may be diverted from the management of daily operations to the integration of the business acquired in the acquisition;

•costs and expenses associated with any undisclosed or potential liabilities;

•that the business acquired in the acquisition may not perform as well as anticipated; and

•that unforeseen difficulties may arise in integrating the business acquired in the acquisition into our business.

As a result of the foregoing, we cannot assure you that the NextAdvisor acquisition will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of the business acquired in the acquisition, the market price of our common stock could decline to the extent that the market price reflects an expectation of those benefits.

 

37

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Company Purchase of Equity Securities

The following table sets forth the Company’s purchases of equity securities for the periods indicated:

					Maximum Number
					(or Approximate
				Total Number of	Dollar Value)
				Shares Purchased as	of Shares That May
				Part of Publicly	Yet Be Purchased
	Total Number of	Average Price		Announced Plans	Under the Plans or
Period	Shares Purchased	Paid Per Share		or Programs	Programs (A)
January 1, 2016 through January 31, 2016	-	$	-	-	$	-
February 1, 2016 through February 29, 2016	-	$	-	-	$	-
March 1, 2016 through March 31, 2016	2,894,788	$	8.92	2,894,788	$	24,192,659

(A) In  February 2016, the Company's Board of Directors authorized a $50.0 million share repurchase program which allows the Company to repurchase shares of its common stock in open market or private transactions up to $50.0 million, excluding commissions. The Company completed the authorized share repurchase during April 2016.

Item 3.   Default Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

Not Applicable

Item 5.    Other Information

On May 5, 2016, the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Next Advisor, Inc., a California corporation (“Seller”) and the sole equity holder of Seller, pursuant to which the Company agreed to acquire substantially all of the assets of Seller for an aggregate upfront purchase price of approximately $75.3 million, subject to working capital adjustments (collectively, the “Transaction”). 

Pursuant to the Purchase Agreement, Seller is also eligible to receive a payment payable, at the Company’s option, in cash and/or shares of the Company’s common stock (the “Earnout Shares”), upon the achievement of certain financial milestones over the 18 month period (“Earnout Period”) following the closing of the Transaction in an amount up to approximately $134.1 million as determined in accordance with the terms of the Purchase Agreement. Earnout Shares, if any, will be issued in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and will be valued at the 10-day trailing volume weighted average price of shares of the Company’s common stock ending on and including the date that is two business days prior to the date of issuance of the Earnout Shares.  In connection with the closing of the Transaction (the “Closing”), the Company will enter into retention agreements with certain employees of Seller pursuant to which (i) the Company will pay approximately $1.0 million in cash and issue approximately $3.0 million in time-based vesting restricted stock units at Closing and (ii) the Company may pay up to an additional $3.9 million in cash and issue up to an additional $7.8 million in time-based vesting restricted stock units (or in additional cash payments with similar vesting terms) upon the achievement of certain financial milestones over the Earnout Period as set forth in the retention agreements.

38

The Company and Seller have made customary representations and warranties and covenants in the Purchase Agreement. In addition, pursuant to the terms of the Purchase Agreement, each party has agreed to indemnify the other for an agreed upon period following the acquisition for damages arising from, among other things, such party’s breach of its representations, warranties or covenants under the Purchase Agreement, subject to the limitations contained in the Purchase Agreement. The Closing is subject to certain conditions, including expiration of the waiting period under United States antitrust laws and certain other closing conditions.

The Closing is expected to occur in the second quarter of 2016. As contemplated by the Purchase Agreement, at the Closing, the Company will enter into a registration rights agreement with the Seller pursuant to which the Company shall agree to file a shelf registration statement covering the resale of the Earnout Shares.

39

Item 6.     Exhibits

Exhibit No.	Description
10.1*	Letter Agreement, dated March 10, 2016, between Bankrate, Inc. and Ben Holding S.á.r.l.
10.2*	Form of 2016 Restricted Stock Unit Agreement
10.3*	Form of 2016 Performance Share Unit Agreement
31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema Document
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document

*   Filed herewith

**  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

*** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability

40

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Bankrate, Inc.

Date May 6, 2016	By:	/s/ Steven D. Barnhart
		Steven D. Barnhart
		Senior Vice President, Chief Financial Officer (Mr. Barnhart is the Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant)

41

EX-10.1

Exhibit 10.1

Ben Holding S.á.r.l.
Société á responsabilité limitée
Registered office: 1-3, Boulevard de la Foire, L-1528 Luxembourg
Share capital: USD 278,087,107
R.G.S. Luxembourg: B 125.417

March 10, 2016

Bankrate, Inc.

477 Madison Avenue, Suite 430 New York, New York 10022

Ladies and Gentlemen,

The undersigned understands that the Board of Directors of Bankrate, Inc. (“Bankrate”) has authorized a $50 million share repurchase program (the “Repurchase Program”) that has yet to be implemented. As of the date of this letter agreement, the Apax Holders own an aggregate of 37,703,694 shares of Bankrate common stock (“Shares”), representing approximately 38.7% (such percentage, the “Apax Percentage”) of Bankrate's outstanding Shares as of January 29, 2016. Any capitalized terms used but not defined herein have the meaning given to such terms in that certain Fourth Amended and Restated Stockholders Agreement, dated as of June 2011, by and among Bankrate and the other signatories thereto, (the “Stockholders Agreement”).

The undersigned acknowledges that as a result of the Repurchase Program and subsequent reduction in the number of outstanding Shares, the Apax Percentage will increase. The undersigned hereby agrees that if, as a result of the Repurchase Program, the Apax Percentage exceeds 43% (the excess over 43%, the “Excess” and the number of Shares representing the Excess, the “Excess Shares”) of the outstanding Shares, in connection with any matter submitted to a binding vote of Bankrate's stockholders, other than a vote for the election an Apax Director (any such vote, an “Applicable Stockholder Vote”), the undersigned will vote all Excess Shares in the same proportion as all outstanding Shares (inclusive of all Shares owned by the Apax Holders, other than the Excess Shares) are voted on such matter.

Following completion of the Repurchase Program, if there are any Excess Shares, such shares (or portion thereof) will cease to constitute Excess Shares at the first time any such Excess Shares no longer exceed 43% of the outstanding shares (not taking into account any other shares that the Apax Holders may acquire after the date hereof or any other share repurchase by Bankrate).

In advance of any Applicable Stockholder Vote, the undersigned will cooperate in good faith with Bankrate to determine the number of Excess Shares and to agree on a process to effect the agreement as to voting such Excess Shares in accordance with this letter agreement.

Exhibit 10.1

Sections 7, 17 and 18 of the Stockholders Agreement shall apply to this letter agreement, mutatis mutandis.

BEN HOLDING, S.A.R. L.

By: /s/ Geoffrey Limpach

Name:Geoffrey Limpach

Capacity: Class A Manager

By:/s/ Gerard Maitrejean

Name:     Gerard Maitrejean

Capacity:  Class B Manager

Acknowledged and agreed:

BANKRATE, INC.

By: /s/ James R. Gilmartin

Name: James R. Gilmartin

Title:  General Counsel

EX-10.2

Exhibit 10.2

Bankrate, Inc.

2015 EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of March [   ], 2016 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [NAME], an employee of the Company (the “Participant”).

WHEREAS, the Bankrate, Inc. 2015 Equity Compensation Plan (the “Plan”) provides for grants of Restricted Stock Units; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company has decided to make a grant of RSUs (as defined below) to the Participant in order to promote the best interests of the Company and its stockholders on the terms and conditions set forth in this Agreement, conditioned on the Participant’s execution of this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1. Restricted Stock Unit Grant.  The Company hereby grants to the Participant [NUMBER]Restricted Stock Units (the “RSUs”), subject to the terms and conditions of this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

2. Definitions.  All capitalized terms used herein shall have the same meaning as in the Plan, except as otherwise expressly provided.

3. Vesting and Forfeiture.

(a) Service Vesting.  Except as otherwise set forth in this Agreement, the RSUs shall vest in three equal annual installments on each of the first, second, and third anniversaries of the Grant Date (each, a “Vesting Date”), in each case, subject to the Participant’s continued employment with the Company and its Affiliates through the applicable Vesting Date.

(b) Termination of Service.

(i) General.  Except as otherwise provided in Sections 3(b)(ii) and 3(b)(iii) of this Agreement, if the Participant incurs a Termination of Service, any then outstanding and unvested RSUs shall be automatically and immediately forfeited for no consideration.

(ii) Death or Disability; Termination without Cause Prior to a Change in Control.  Notwithstanding Section 3(b)(i) of this Agreement, if the Participant incurs a Termination of Service prior to the final Vesting Date  

that is due to the Participant’s death or Disability, or due to a termination by the Company without Cause that occurs prior to a Change in Control, any unvested RSUs that would have vested on the next Vesting Date following the date of such termination shall vest as of such termination, and all other unvested RSUs shall be forfeited as of such termination.

(iii) Termination without Cause or Resignation with Good Reason Following a Change in Control.  Notwithstanding Section 3(b)(i) of this Agreement, if the Participant incurs a Termination of Service following the occurrence of a Change in Control due to (A) a termination by the Company without Cause or (B) a termination by the Participant with Good Reason (as defined in Section 3(b)(iv) of this Agreement), all unvested outstanding RSUs shall immediately vest.

(iv) Definition of Good Reason.  For purposes of this Agreement, “Good Reason” shall mean: (A) if the Participant is party to an employment, consulting or services agreement with the Company that defines “good reason,” the definition of “good reason” set forth therein, and (B) if the Participant is not party to any such agreement, the occurrence of any of the following events: (1) a reduction in the Participant’s base salary or  incentive compensation opportunity, (2) a material diminution in the Participant’s title, position, or duties, or (3) a relocation of the Participant’s principal place of employment that increases the Participant’s one-way commute by at least 35 miles; provided,  however, that the Participant’s termination shall not be considered to be with Good Reason unless (x) the Participant provides the Company with written notice of the event giving rise to the claim of Good Reason within 30 days following the occurrence of such event, (y) such event is not corrected, in all material respects, by the Company within 30 days following receipt of such notice, and (z) the Participantincurs a Termination of Service not more than 30 days following the expiration of such correction period.

4. Nontransferability.  The RSUs acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned, or otherwise encumbered or disposed of, except as provided herein and in the Plan.

5. Settlement.  Subject to Section 7 of this Agreement,  the Company shall issue one Share to the Participant for each RSU that becomes vested hereunder within 30days following the applicable Vesting Date.

6. No Voting Rights; Dividend Equivalents.  Until such time as the RSUs have been settled pursuant to Section5of this Agreement and the underlying Shares have been delivered to the Participant, and the Participant has become the holder of such Shares, the Participant shall have no rights as a stockholder, including, without limitation, anyright to dividends or other distributions or any right to vote.  Notwithstanding the foregoing,  if the Company declares an ordinary cash dividend the record date of which occurs while the RSUs are outstanding, the Participant shall be credited a cash dividend equivalent in an 2

amount equal to the dividend that would have been paid on the Shares underlying the RSUs had such Shares been outstanding on such record date.  Any such dividend equivalents shall be subject to the same vesting conditions applicable to the underlying RSU with respect to which they accrue, and shall, if the underlying RSU vests, be paid no later than 30 days following the applicable Vesting Date.

7. Certain Tax Matters.  The Participant expressly acknowledges that the settlement of the RSUs acquired hereunder, and the payment of dividend equivalents with respect to the RSUs, may give rise to “wages” subject to withholding and agrees that the minimum withholding required by law shall be satisfied by the Participant surrendering to the Companya portion of the Shares that are issued or transferred to the Participant upon the settlementof the RSUs or cash in respect of dividend equivalents that is paid upon settlement of the RSUs (and, at the Company’s election, the Company may withhold and remit to the tax authorities additional Shares or cash, as applicable, so long as the aggregate withholdings do not exceed the amount of tax that would be due based upon the highest statutory tax rate in the applicable jurisdiction). Any Shares so surrendered by the Participant shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of such surrender (and the amount equal to the Fair Market Value of such Shares shall be remitted to the appropriate tax authorities).

8. Governing Law; Captions.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

9. Plan.  The RSUs are granted pursuant to the Plan, which is incorporated herein by reference, and the RSUs shall, except as otherwise expressly provided herein, be governed by the terms of the Plan.  In the event of a conflict between the provisions of this Agreement and the terms of the Plan, the terms of the Plan shall control.  The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.  The Participant and the Company each acknowledge that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10. No Employment Rights.  This Agreement shall not create any right of the Participant to continued employment or limit the right of the Company to terminate the Participant’s employment at any time and shall not create any right of the Participant to employment with the Company.

11. Amendment.  This Agreement may be amended only by mutual written agreement of the parties.

12. Assignment.  This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be 3

enforceable by the Participant’s legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

13. Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

14. No Waiver.  The Participant’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

15. Section 409A of the Code.  It is intended that the RSUs granted pursuant to this Agreement and the provisions of this Agreement be exempt from or comply with Section409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section409A of the Code.

16. Unfunded Plan.  This Award is unfunded and the Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligations, if any, to issue Shares pursuant to this Agreement (including, without limitation, as to any RSUs that vest).  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Participant and the Company or any other person.

17. Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereof) shall be deemed to be an executed original thereof.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

BANKRATE, INC.

By: _____________________________________
      Name:

      Title:

PARTICIPANT

________________________________________

[PARTICIPANT NAME]

[Signature Page to RSU Agreement]

EX-10.3

Exhibit 10.3

Bankrate, Inc.

2015 EQUITY COMPENSATION PLAN

PERFORMANCE UNIT AGREEMENT

THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”), dated as of March [ ], 2016 (the “Grant Date”), is entered into by and between Bankrate, Inc., a Delaware corporation (the “Company”), and [NAME], an employee of the Company (the “Participant”).

WHEREAS, the Bankrate, Inc. 2015 Equity Compensation Plan (the “Plan”) provides for grants of Restricted Stock Units; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Board”) has decided to make a grant of performance-based Restricted Stock Units to the Participant in order to promote the best interests of the Company and its stockholders on the terms and conditions set forth in this Agreement, conditioned on the Participant’s execution of this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1. Restricted Stock Unit Grant.  The Company hereby grants to the Participant [NUMBER]Restricted Stock Units (the “Performance Units”), subject to increase or decrease in accordance with the terms and conditions of this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

2. Definitions.  All capitalized terms used herein shall have the same meaning as in the Plan, except as otherwise expressly provided.

3. Vesting and Forfeiture.

(a) Performance Factor.  The actual number of Performance Units earned by the Participant, subject to the continued service vesting requirement set forth in Section 3(b) of this Agreement, shall be determined by multiplying the Performance Factor (as defined in Exhibit A hereto) for the period commencing on January 1, 2016 and ending on December 31, 2017 (the “Measurement Period”) by the number of Performance Units granted pursuant to Section 1 of this Agreement, rounded to the nearest whole Performance Unit, with the Performance Factor to be determined upon the later of (i) the date on which the audit of the Company’s financial statements for2017 is completed and (ii) the date on which the final calculation of the Relative TSR Factor (as defined in Exhibit A hereto) is made by the Committee (such later date, the “Determination Date”), it being expected that the Determination Date shall occur in April 2018 (and in no event shall the determinations contemplated by this sentence be made later than December 31, 2018).  Subject to Section 3(d)(i) of this Agreement, the  

number of Performance Units determined pursuant to this Section 3(a) shall be the “Earned Performance Units.”

(b) Service Vesting.  Except as otherwise set forth in this Agreement, (i) 50% of the Earned Performance Units shall vest on the Determination Date and (ii) 50% of the Earned Performance Units shall vest on the third anniversary of the Grant Date (each, a “Vesting Date”), in each case, subject to the Participant not incurring a Termination of Service prior to the applicable Vesting Date (if the number of Earned Performance Units is an odd number, an extra Earned Performance Unit shall vest on the Determination Date).

(c) Termination of Service.

(i) General.  Except as otherwise provided in Sections 3(c)(ii) and 3(c)(iii) of this Agreement, if the Participant incurs a Termination of Service, any then outstanding and unvested Performance Units shall be automatically and immediately forfeited for no consideration.

(ii) Death or Disability; Termination without Cause Prior to a Change in Control.  Notwithstanding Section 3(c)(i) of this Agreement, if the Participant incurs a Termination of Service prior to the third anniversary of the Grant Date that is due to the Participant’s death or Disability, or due to a termination by the Company other than for Cause that occurs prior to a Change in Control, the applicable number of Prorated Earned Performance Units (as defined in Section 3(c)(v) of this Agreement) shall vest on the later of the date of such Termination of Service or the Determination Date (and all other Performance Units shall be forfeited);  provided,  however, that if the Termination of Service occurs subsequent to the Determination Date, the number of Prorated Earned Performance Units that shall so vest shall be reduced by the number of Performance Units, if any, that vested and settled prior to such Termination of Service.

(iii) Termination without Cause or Resignation with Good Reason Following a Change in Control.  Notwithstanding Section 3(c)(i) of this Agreement, if the Participant incurs a Termination of Service following a Change in Control due to (A) a termination by the Company without Cause or (B) a termination by the ParticipantwithGood Reason (as defined in Section 3(c)(iv) of this Agreement), all unvested outstanding Earned Performance Units (determined in accordance with Section 3(d) of this Agreement) shall immediately vest as of the date of such Termination of Service.

(iv) Definition of Good Reason.  For purposes of this Agreement, “Good Reason” shall mean: (A) if the Participant is party to an employment, consulting or services agreement with the Company that defines “good reason,” the definition of “good reason” set forth therein, and (B) if the Participant is not party to any such agreement, the occurrence of any of the 2

following events: (1) a reduction in the Participant’s base salary or  incentive compensation opportunity, (2) a material diminution in the Participant’s title, position, or duties, or (3) a relocation of the Participant’s principal place of employment that increases the Participant’s one-way commute by at least 30 miles; provided,  however, that the Participant’s termination shall not be considered to be with Good Reason unless (x) the Participant provides the Company with written notice of the event giving rise to the claim of Good Reason within 30 days following the occurrence of such event, (y) such event is not corrected, in all material respects, by the Company within 30 days following receipt of such notice, and (z) the Participantincurs a Termination of Service not more than 30 days following the expiration of such correction period.

(v) Definition of Prorated Earned Performance Units.  For purposes of this Agreement, the “Prorated Earned Performance Units” shall mean a number of Performance Units, rounded to the nearest whole Performance Unit, equal to the product of (A) the number of Earned Performance Units that the Participant would have earned had the Participant not incurred a Termination of Service prior to the third anniversary of the Grant Date (determined in accordance with Section 3(a) of this Agreement) multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the Grant Date through the Date of Termination and the denominator of which is 1,096.

(d) Change in Control.  Notwithstanding Section 3(a) or 3(b) of this Agreement:

(i) Prior to the Determination Date.  If a Change in Control occurs prior to the Determination Date, (A) the Earned Performance Units shall be determined by the Committeebased upon the Company’s actual performance through the Change in Control (with both actual performance and the applicable performance metrics prorated for the portion of the Measurement Period occurring prior to such closing for purposes of determining the Performance Factor, in accordance with the final paragraph of Exhibit A hereto); and (B) the number of Earned Performance Units determined in accordance with clause (A) shall vest in equal installments on (1) the final day of the Measurement Period (or, if later, upon the Change in Control) and (2) the third anniversary of the Grant Date, subject to the Participantnot incurring a Termination of Service through such dates.

(ii) Following the Determination Date.  If a Change in Control occurs following the Determination Date but prior to the third anniversary of the Grant Date, all unvested Earned Performance Units (as determined in accordance with Section 3(a) of this Agreement) shall continue to vest in accordance with Section 3(b) of this Agreement.

3

(e) Restatement.  If, during the period following the end of the Measurement Period and prior to the third anniversary of the Grant Date, the Company restates its earnings for any portion of the Measurement Period and it is determined that the Participant would have been eligible to receive a different number of Earned Performance Units based on such restated earnings, the Committeeshall adjust the number of Earned Performance Units to reflect the number of Performance Units earned based on the restated earnings, rounded to the nearest whole Performance Unit (in the case of a restatement subsequent to the Determination Date that results in a reduction in the number of Performance Units eligible for vesting, such reduction shall be taken from the Performance Units that would have been eligible to vest on the third anniversary of the Grant Date pursuant to Section 3(b) of this Agreement, but shall not be taken from any previously vested Shares, it being understood that this parenthetical imposes no limitation on application of Section 3(f) of this Agreement).

(f) Clawback Policy.  The Participant hereby agrees to be subject to the Company’s Senior Management Team Clawback Policy (the “Clawback Policy”) in all respects, and acknowledges that the Clawback Policy shall apply to (but that its application is not limited to) the Performance Units granted hereunder.

4. Nontransferability.  The Performance Units acquired by the Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned, or otherwise encumbered or disposed of, except as provided herein and in the Plan.

5. Settlement.  Subject to Section 7 of this Agreement,  the Company shall issue one Share to the Participant for each Performance Unit that becomes vested hereunder within 30days following the applicable Vesting Date.

6. No Voting Rights; Dividend Equivalents.  Until such time as Performance Units have been settled pursuant to Section5of this Agreement and the underlying Shares have been delivered to the Participant, and the Participant has become the holder of such Shares, the Participant shall have no rights as a stockholder, including, without limitation, anyright to dividends or other distributions or any right to vote.  Notwithstanding the foregoing,  if the Company declares an ordinary cash dividend the record date of which occurs while the Performance Units are outstanding, the Participant shall receive additional Performance Units in an amount determined by dividing the dollar value of the dividend the Participant would have received on the Performance Units outstanding on the record date of such dividend by the Fair Market Value of a Share on the last trading day before the date of the dividend payment (rounded to the nearest whole Performance Unit).  The additional Performance Units so granted shall be subject to the same restrictions applicable to the underlying Performance Units in respect of which they were granted.

7. Certain Tax Matters.  The Participant expressly acknowledges that the settlement of the Performance Units acquired hereunder may give rise to “wages” subject to withholding and agrees that the minimum withholding required by law shall be satisfied by the Participant surrendering to the Companya portion of the Shares that are issued or transferred to the Participant upon the settlementof the Performance Units (and, at the 4

Company’s election, the Company may withhold and remit to the tax authorities additional Shares so long as the aggregate withholdings do not exceed the amount of tax that would be due based upon the highest statutory tax rate in the applicable jurisdiction). Any Shares so surrendered by the Participant shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of such surrender (and the amount equal to the Fair Market Value of such Shares shall be remitted to the appropriate tax authorities).

8. Governing Law; Captions.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

9. Plan.  The Performance Units are granted pursuant to the Plan, which is incorporated herein by reference, and the Performance Units shall, except as otherwise expressly provided herein, be governed by the terms of the Plan.  In the event of a conflict between the provisions of this Agreement and the terms of the Plan, the terms of the Plan shall control.  The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.  The Participant and the Company each acknowledge that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10. No Employment Rights.  This Agreement shall not create any right of the Participant to continued employment or limit the right of the Company to terminate the Participant’s employment at any time and shall not create any right of the Participant to employment with the Company.

11. Amendment.  This Agreement may be amended only by mutual written agreement of the parties.

12. Assignment.  This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

13. Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

14. No Waiver.  The Participant’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

15. Section 409A of the Code.  It is intended that the Performance Units granted pursuant to this Agreement and the provisions of this Agreement be exempt from or comply with Section409A of the Code, and all provisions of this Agreement shall be construed and 5

interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section409A of the Code.

16. Unfunded Plan.  This Award is unfunded and the Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligations, if any, to issue Shares pursuant to this Agreement (including, without limitation, as to any Performance Units that vest).  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Participant and the Company or any other person.

17. Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereof) shall be deemed to be an executed original thereof.

[Signature Page Follows]

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

BANKRATE, INC.

By: _____________________________________
      Name:

      Title:

PARTICIPANT

________________________________________

[PARTICIPANT NAME]

[Signature Page to Performance Unit Agreement]

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, KennethS.Esterow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bankrate, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2016	/s/ Kenneth S. Esterow
	KennethS.Esterow President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Steven D.Barnhart, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bankrate, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2016	/s/ Steven D. Barnhart
	Steven D. Barnhart Senior Vice President,  Chief Financial Officer

EX-32.1

Exhibit 32.1

Chief Executive Officer’s Certification required under Section 906 of Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Bankrate, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), I, Kenneth S. Esterow, President and Chief Executive Officer, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, (a) this Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 6, 2016	/s/ Kenneth S. Esterow
	Kenneth S.Esterow President and Chief Executive Officer

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

Chief Financial Officer’s Certification required under Section 906 of Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Bankrate, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), I, Steven D Barnhart, Senior Vice President, Chief Financial Officer of the Company, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, (a) this Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 6, 2016	/s/ Steven D. Barnhart
	Steven D. Barnhart Senior Vice President,  Chief Financial Officer

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 29, 2016
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Registrant Name	Bankrate, Inc.
Entity Central Index Key	0001518222
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		90,367,003

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 204,387	$ 236,866
Accounts receivable, net of allowance for doubtful accounts of $215 and $147, respectively	55,013	56,148
Prepaid expenses and other current assets	25,041	27,660
Assets held for sale	947	1,157
Total current assets	285,388	321,831
Furniture, fixtures and equipment, net of accumulated depreciation of $15,399 and $14,245, respectively	10,742	9,608
Intangible assets, net of accumulated amortization of $176,938 and $168,613, respectively	197,312	205,758
Goodwill	567,544	567,544
Other assets	22,293	23,127
Total assets	1,083,279	1,127,868
Liabilities
Accounts payable	1,360	10,082
Accrued expenses	28,542	25,574
Deferred revenue and customer deposits	1,381	1,367
Accrued interest payable	2,297	6,890
Other current liabilities	6,179	14,660
Liabilities subject to sale	1,428	1,393
Total current liabilities	41,187	59,966
Deferred income taxes	6,950	7,552
Long term debt, net of unamortized discount	293,881	293,284
Other liabilities	5,707	5,871
Total liabilities	$ 347,725	$ 366,673
Commitments and contingencies (Note 9)
Stockholders' equity
Common stock, par value $.01 per share - 300,000,000 shares authorized 103,292,228 shares and 103,845,310 shares issued, respectively; 93,077,600 shares and 96,794,018 shares outstanding, respectively	$ 1,034	$ 1,039
Additional paid-in capital	889,162	886,261
Accumulated deficit	(36,702)	(36,985)
Less: Treasury stock, at cost - 10,214,628 shares and 7,051,292 shares, respectively	(117,373)	(88,616)
Accumulated other comprehensive loss	(567)	(504)
Total stockholders' equity	735,554	761,195
Total liabilities and stockholders' equity	$ 1,083,279	$ 1,127,868

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 215	$ 147
Accumulated depreciation	15,399	14,245
Accumulated amortization	$ 176,938	$ 168,613
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	103,292,228	103,845,310
Common stock, shares outstanding	93,077,600	96,794,018
Treasury stock, shares	10,214,628	7,051,292

XML

Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Condensed Consolidated Statements Of Comprehensive Income (loss) [Abstract]
Revenue	$ 93,278	$ 89,010
Costs and expenses:
Cost of revenue	47,205	41,310
Sales and marketing	4,816	3,973
Product development and technology	6,544	4,904
General and administrative	16,735	15,708
Legal settlements	(851)
Acquisition, disposition and related expenses		263
Restructuring charges	(34)
Changes in fair value of contingent acquisition consideration	(162)	(240)
Depreciation and amortization	9,551	9,462
Total costs and expenses	83,804	75,380
Income from operations	9,474	13,630
Interest and other expenses, net	4,855	5,269
Income before taxes	4,619	8,361
Income tax expense	3,656	3,655
Net income from continuing operations	963	4,706
Net loss on discontinued operations	(680)	247
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(680)	247
Net income	$ 283	$ 4,953
Basic net income per share:
Continuing operations	$ 0.01	$ 0.05
Discontinued operations	(0.01)	0.00
Basic net income per share	0.00	0.05
Diluted net income per share:
Continuing operations	0.01	0.05
Discontinued operations	(0.01)	0.00
Diluted net income per share	$ 0.00	$ 0.05
Weighted average common shares outstanding:
Basic	92,899,932	98,414,578
Diluted	93,440,754	98,936,296
Other comprehensive loss, net of tax	$ (63)	$ (111)
Comprehensive income	$ 220	$ 4,842

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Cash flows from operating activities
Net income	$ 283	$ 4,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,627	15,798
Provision for doubtful accounts receivable	39	192
Deferred income taxes	(602)
Amortization of deferred financing charges and original issue discount	682	237
Stock-based compensation	3,904	5,816
Changes in fair value of contingent acquisition consideration	(162)	(240)
Change in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable	1,137	(9,012)
Prepaid expenses and other assets	2,544	17,385
Accounts payable	(8,765)	8,752
Accrued expenses	2,817	(10,046)
Other liabilities	(4,618)	(9,331)
Deferred revenue and customer deposits	(1)	219
Net cash provided by operating activities	6,885	24,723
Cash flows from investing activities
Purchases of furniture, fixtures and equipment and capitalized website development costs	(1,231)	(3,027)
Cash used in business acquisitions, net		(3,556)
Net cash used in investing activities	(1,231)	(6,583)
Cash flows from financing activities
Cash paid for contingent acquisition consideration	(8,613)	(3,878)
Purchase of Company stock	(29,612)	(1,185)
Net cash used in financing activities	(38,225)	(5,063)
Effect of exchange rate on cash and cash equivalents	(42)	(77)
Net (decrease) increase in cash	(32,613)	13,000
Cash - beginning of period	237,204	142,051	$ 142,051
Cash - end of period	204,591	155,051	237,204
Less cash of discontinued operations - end of period	204	25,689
Cash of continuing operations - end of period	204,387	129,362	$ 236,866
Supplemental disclosure of other cash flow activities
Cash paid for interest	9,254	9,719
Cash paid (refunded) for taxes, net	$ 71	$ (10,708)

XML

Organization And Basis Of Presentation

3 Months Ended

Mar. 31, 2016

Organization And Basis Of Presentation [Abstract]

Organization And Basis Of Presentation

Bankrate, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The Company

Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking, personal finance and senior care network (“Online Network”). Our flagship websites, Bankrate.com,  CreditCards.com and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial products and services, including mortgages, deposits, credit cards, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications.

We operate the following reportable business segments:

· Banking – we offer information on rates for various types of mortgages, home lending and refinancing. We maintain current rate information for more than 600 local markets, covering all 50 U.S. states. Consumers can customize searches for mortgage rates by loan size, type, maturity, and location through our online portals. We also offer rate information and original editorial content on various deposit products, retirement, taxes and debt management.

· Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimates of card benefits.

· Senior Care – we provide helpful caregiving content, a comprehensive online senior living directory for the United States, a local directory covering a wide array of other senior caregiving services and telephone support and advice from trained Family Advisors.

· Other – includes the results of operations of Quizzle, the results of the Company’s investments, unallocated corporate overhead and the elimination of transactions between segments.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and BR1 Holdings, LLC. after elimination of all intercompany accounts and transactions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for thethree months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 (the “2015 Annual Report”).

Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the 2015 Annual Report.

Reclassifications

Certain amounts presented for the three months ended March 31, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Reportand our current presentation. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs,” our senior unsecured notes are presented net of their related deferred financing costs. We revised the calculations of basic and diluted weighted average common shares outstanding for certain adjustments to the prior year presentation. There was no change in the calculated basic net income per share or diluted net income per share for continuing operations, discontinued operations or in total for the three months ended March 31, 2015.

Discontinued Operations

In December 2015, we sold our Insurance business segment and in 2014, we commenced the process of divesting our operations in China. In accordance with accounting principles generally accepted in the United States (“GAAP”), the results of our Insurance business segment through the date of sale, December 29, 2015, and of our operations in China are presented as discontinued operations, and, as such, have been excluded from continuing operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented. The operating results and the assets and liabilities of the Insurance business segment for 2015 and the operating results and the assets and liabilities of the operations in China for 2016 and 2015, are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment and operations in China are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. See Note 13 – Discontinued Operations for presentation of the results of the discontinued operations of the Insurance business and China.

New Accounting Pronouncements

Recently Adopted Pronouncements

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions, on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. We adopted ASU 2015-03 on January 1, 2016, as required. The Company’s $300.0 million senior unsecured notes due 2018 are presented at March 31, 2016 and December 31, 2015 net of deferred financing costs of $4.5 million and $4.9 million,  respectively. Deferred financing costs were previously included in other assets in the condensed consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05 “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance in this update provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references, or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this guidance is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, Not Adopted as of March 31, 2016

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and in August 2015 issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date.” The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update is intended to clarify the implementation guidance on principal versus agent considerations. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

In March 2016, the FASB issued ASU 2016-09 “Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this Update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted for any entity in any interim or annual period. We are evaluating the effect that this update will have on our consolidated financial statements, earnings per share and related disclosures.

XML

Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2016

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

NOTE 2 – GOODWILL AND INTANGIBLE ASSETS

During the first quarter, the Company’s agreement with a large customer of Senior Care was not renewed. This triggering event resulted in impairment testing as of February 29, 2016. It was concluded that no impairment had occurred. The fair value was greater than the carrying value by 17.9%, however, the absolute dollar amount of the Senior Care cushion is small. If Senior Care does not track to expectations for strong growth, this could lead to impairment.Management did not identify any circumstances or triggers with the Banking or Credit Cards reporting units that could ‘more likely than not’ reduce the fair value of those reporting units below the carrying amounts based upon the financial performance in the first quarter of 2016.

Goodwill activity for the three months ended March 31, 2016 is shown below:

(In thousands)	Banking		Credit Cards		Senior Care		Other		Total Company
Balance, January 1, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544
Additions due to acquisitions		-		-		-		-		-
Balance, March 31, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544

Intangible assets consist primarily of trademarks and domain names, customer relationships, affiliate relationships and developed technologies. Intangible assets are being amortized over their estimated useful lives on a straight-line basis.

Intangible assets subject to amortization were as follows as of March 31, 2016:  

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,378	$	(72,778)	$	126,600	17.1
Customer relationships		135,774		(87,948)		47,826	9.1
Affiliate relationships		12,670		(6,517)		6,153	10.3
Developed technologies		26,428		(9,695)		16,733	7.6
	$	374,250	$	(176,938)	$	197,312	13.3

Intangible assets subject to amortization were as follows as of December 31, 2015:

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,439	$	(68,988)	$	130,451	17.1
Customer relationships		135,831		(84,183)		51,648	9.1
Affiliate relationships		12,670		(6,382)		6,288	10.3
Developed technologies		26,431		(9,060)		17,371	7.6
	$	374,371	$	(168,613)	$	205,758	13.3

Amortization expense for the three months ended March 31, 2016 was $8.4 million and amortization expense for the three months ended March 31, 2015 was $8.6 million.

Future amortization expense for assets placed into service on or before March 31, 2016 is expected to be:

	Amortization
(In thousands)	Expense
Remainder of 2016	$	24,850
2017		30,959
2018		27,358
2019		19,152
2020		12,853
Thereafter		82,140
Total expected amortization expense for intangible assets	$	197,312

XML

Earnings Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 3 – EARNINGS PER SHARE

We compute basic earnings per share by dividing net income for the period by the weighted average number of shares outstanding for the period. Diluted earnings per share includes the effects of dilutive common stock equivalents, consisting of outstanding stock-based awards in accordance with ASC 718, Compensation – Stock Compensation, to the extent the effect is not anti-dilutive, using the treasury stock method.

The following table presents the computation of basic and diluted earnings per share:

	Three months ended
	March 31,		March 31,
(In thousands, except share and per share data)	2016		2015
Net income from continuing operations	$	963	$	4,706
Net (loss) income from discontinued operations, net of income taxes		(680)		247
Net income	$	283	$	4,953
Weighted average common shares outstanding for basic earnings per share		92,899,932		98,414,578
Additional dilutive shares related to share based awards		540,822		521,718
Weighted average common shares outstanding for diluted earnings per share		93,440,754		98,936,296
Basic net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Basic net income per share	$	0.00	$	0.05
Diluted net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Diluted net income per share	$	0.00	$	0.05

For the three months ended March 31, 2016 and 2015, there were 3,454,144 and 4,099,377, respectively, stock options, restricted shares and units and performance shares and units excluded from the calculation of diluted earnings per share because their impact would have been anti-dilutive.

XML

Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Stockholders' Equity [Abstract]

Stockholders' Equity

NOTE 4 – STOCKHOLDERS’ EQUITY

The activity in stockholders’ equity for the three months ended March 31, 2016 is shown below:

	Common Stock							Treasury Stock
(In thousands)	Shares	Amount		Additional paid-in capital		Accumulated Deficit		Shares		Amount		Accumulated Other Comprehensive Loss - Foreign Currency Translation		Total Stockholders' Equity
Balance at December 31, 2015	103,845	$	1,039	$	886,261	$	(36,985)		(7,051)	$	(88,616)	$	(504)	$	761,195
Other comprehensive loss, net of taxes	-		-		-		-		-		-		(63)		(63)
Treasury stock purchased	-		-		-		-		(3,237)		(29,612)		-		(29,612)
Restricted stock issued, net of cancellations	(24)		-		(855)		-		73		855		-		-
Performance stock issued, net of cancellations	(529)		(5)		5		-		-				-		-
Stock-based compensation	-		-		3,751		-		-		-		-		3,751
Net income	-		-		-		283		-		-		-		283
Balance at March 31, 2016	103,292	$	1,034	$	889,162	$	(36,702)		(10,215)	$	(117,373)	$	(567)	$	735,554

In February 2016, the Company’s Board of Directors authorized a $50.0 million share repurchase program. Under the terms of the program, the Company was authorized to repurchase up to $50.0 million of its outstanding common stock, excluding commissions. Stock repurchases under this program could be made through open market and privately negotiated transactions. The timing and amount of specific repurchases 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 three months ended March 31, 2016, we repurchased approximately 2.9 million shares for approximately  $25.8 million, plus commission fees.

XML

Segments

3 Months Ended

Mar. 31, 2016

Segments [Abstract]

Segments

NOTE 5 – SEGMENTS

The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and utilized on a regular basis by its chief operating decision maker, the Company’s chief executive officer, to assess performance and allocate resources. Management evaluates the operating results of each of the Company’s operating segments based upon revenue and “Adjusted EBITDA”, which we define as income from continuing operations before depreciation and amortization, interest, income taxes, changes in fair value of contingent acquisition consideration, stock-based compensation and other items such as loss on extinguishment of debt, legal settlements, acquisition, disposition and related expenses, restructuring charges, any impairment charge, CEO transition costs and costs related to the Restatement, the Internal Review, the SEC and DOJ investigations and related litigation. The Company’s presentation of Adjusted EBITDA, a non-GAAP measure, may not be comparable to similarly titled measures used by other companies.

	Three months ended March 31,
	2016				2015
(In thousands)	Revenue		Adjusted EBITDA		Revenue		Adjusted EBITDA
Banking	$	24,347	$	5,281	$	28,170	$	10,559
Credit Cards		63,142		25,799		56,774		26,089
Senior Care		6,187		(453)		5,187		(77)
Other		(398)		(7,318)		(1,121)		(4,493)
Total Company	$	93,278		23,309	$	89,010		32,078
Less:
Interest and other expenses, net				4,855				5,269
Depreciation and amortization				9,551				9,462
Changes in fair value of contingent acquisition consideration				(162)				(240)
Stock-based compensation expense				3,904				4,755
Legal settlements (A)				(851)				-
Acquisition, disposition and related expenses				-				263
Restatement charges (B)				1,427				4,174
Impact of purchase accounting				-				34
Restructuring charges				(34)				-
Income before income taxes			$	4,619			$	8,361

__________

(A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement.

(B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation.

XML

Fair Value Measurement

3 Months Ended

Mar. 31, 2016

Fair Value Measurement [Abstract]

Fair Value Measurement

NOTE 6 – FAIR VALUE MEASUREMENT

The carrying amounts of cash, accounts receivable and accrued interest approximate estimated fair value due to their short term nature. In measuring the fair value of our long term debt, we used market information. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates.

The following table presents estimated fair value, and related carrying amounts:

	March 31, 2016				December 31, 2015
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial liabilities:
Long term debt (A)	$	293,881	$	298,500	$	293,284	$	297,000

_________

(A) The long term debt carrying amount is net of debt issuance costs of approximately $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively.

In addition, we make recurring fair value measurements of contingent acquisition consideration using Level 3 unobservable inputs. We recognize the fair value of contingent acquisition consideration based on its estimated fair value at the date of acquisition using discounted cash flows and subsequent adjustments to the fair value are due to the passage of time as we approach the payment date or changes to management’s estimates of the projected results of the acquired business. In determining the fair value of contingent acquisition consideration, we review current results of the acquired business along with projected results for the remaining earnout period to calculate the expected contingent acquisition consideration to be paid using the agreed upon formula as laid out in the acquisition agreements.

The following tables present the fair value measurements of contingent acquisition consideration and the assets of the non-qualified deferred compensation planusing the fair value hierarchy:

	Fair Value Measurement at March 31, 2016 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	169	$	-	$	-	$	169
Total asset recurring fair value measurements	$	169	$	-	$	-	$	169
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	332	$	332
Total liabilities recurring fair value measurements	$	-	$	-	$	332	$	332
	Fair Value Measurement at December 31, 2015 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	173	$	-	$	-	$	173
Total asset recurring fair value measurements	$	173	$	-	$	-	$	173
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	9,107	$	9,107
Total liabilities recurring fair value measurements	$	-	$	-	$	9,107	$	9,107

The following table sets forth a reconciliation of changes in the fair value of Level 3 financial liabilities, contingent acquisition consideration, for the three months ended March 31, 2016:

(In thousands)	Three months ended March 31, 2016
Balance, January 1, 2016	$	9,107
Additions to Level 3		-
Transfers into Level 3		-
Transfers out of Level 3		-
Change in fair value		(162)
Payments		(8,613)
Balance, March 31, 2016	$	332

The unobservable inputs used in determining the fair value of contingent acquisition consideration for earnout periods not yet completed include discount factors of 14% to 16% based on our weighted average cost of capital and projected results of the acquired businesses. The fair value calculated as of March 31, 2016 is subject to sensitivity as it relates to the projected results of the acquired businesses, which are uncertain in nature. Each calculation is based on aseparate formula and results that differ from our projections could impact the fair value significantly.

During the three months ended March 31, 2016, we recorded a credit of $162,000for the change in fair value of contingent acquisition consideration,  which consists of a decrease in the fair value due to a change in estimate of $316,000, partially offset by an increase of $154,000 related to the passage of time.

XML

Stock-Based Compensation

3 Months Ended

Mar. 31, 2016

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 7 – STOCK-BASED COMPENSATION

The Company’s stock-based compensation program is a long-term retention program that is intended to attract, retain and provide incentives for directors, officers and employees in the form of awards of non-qualified stock options, restricted stock and performance-based restricted shares or units.Stock unit awards entitle the holder to receive shares of common stock of the Company upon vesting on a one-to-one basis. The Company typically settles stock based awards with treasury shares. As of March 31, 2016, approximately 6.7 million shares were available for future grants of awards under the plan.

The stock-based compensation expense for stock options, restricted stock and performance stock awards recognized in our condensed consolidated statements of comprehensive income are as follows:

	Three months ended
	March 31,		March 31,
(In thousands)	2016		2015
Cost of revenue	$	428	$	479
Sales and marketing		476		652
Product development and technology		744		900
General and administrative		2,256		2,724
Total stock-based compensation	$	3,904	$	4,755

Stock compensation expense for the three months ended March 31, 2016 includes $153,000 of expense related to performance based restricted share grants that are classified as a liability until the number of shares is determinable. This amount is included in the performance based restricted share expense discussed below. These grants vest on their determination dates, ratable over three years.

Restricted Stock

The following table summarizes restricted stock award activity for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,890,379	$	13.35
Granted	72,886		11.73
Vested and released	(413,895)		13.90
Forfeited	(23,981)		13.24
Balance, March 31, 2016	1,525,389	$	12.89

Stock-based compensation expense related to restricted stock awards for the three months ended March 31, 2016 was approximately $2.8 million, and for the three months ended March 31, 2015 was approximately $3.4 million. As of March 31, 2016, there was unrecognized compensation cost related to non-vested restricted stock awards of $15.5 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.1 years.

Restricted Stock Units

During the three months ended March 31, 2016, restricted stock units were awarded that vest ratably over a three year period following the date of the grant.

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	1,876,522		8.33
Forfeited	(19,792)		8.33
Balance, March 31, 2016	1,856,730	$	8.33

Stock-based compensation expense related to restricted stock units for the three months ended March 31, 2016 was approximately $261,000. As of March 31, 2016, there was unrecognized compensation cost related to non-vested restricted stock units of $15.3 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.9 years.

Performance Based Restricted Shares

Performance based restricted shares activity was as follows for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,218,418	$	12.80
Granted	-		-
Vested/Earned	(94,584)		15.31
Forfeited	(13,153)		16.06
Balance, March 31, 2016	1,110,681	$	12.55

Stock-based compensation expense related to performance based shares for the three months ended March 31, 2016and March 31, 2015 was approximately $430,000 and $58,000, respectively. As of March 31, 2016, there was unrecognized compensation expense related to non-vested performance stock awards of $1.7million, net of forfeitures, which is estimated to be recognized over a weighted average period of 1.6 years.

Performance-based Restricted Stock Units

During the three months ended March 31, 2016, performance-based restricted stock units were awarded that vest based upon a performance factor, which is equal to a measure of the Company’s profitability over a 2 year period and multiplied by a total shareholder return factor achieved by the Company relative to a determined peer group, with 50% vesting on the determination date, which will be (i) the date on which the audit of the Company’s financial statements for its fiscal year 2017 is completed and (ii) the date on which the final calculation of the relative total shareholder return factor is made by the Compensation Committee of the Board of Directors; and 50% on the third anniversary of the grant date.The granted amount represents the maximum amount of the award based on the Company’s financial performance metric, Adjusted EBITDA. The total number of shares ultimately issued in respect of the units can range from 0% to 100% of the granted amount. The total shareholder return factor could further adjust the number of shares by a maximum increase or decrease of 25%. Stock-based compensation expense related to the performance-based restricted stock units for the three months ended March 31, 2016 was $142,000. As of March 31, 2016, there was unrecognized compensation expense related to non-vested performance-based restricted stock units of$5.9 million, net of forfeitures, which is estimated to be recognized over a weighted average period of 2.5 years.

The grant date fair value of performance-based restricted stock units incorporates a total-stockholders return metric, which is estimated using a Monte Carlo simulation model to estimate the Company’s ranking relative to an applicable stock index of peers. The weighted average assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s performance-based restricted stock unit awards are outlined below.

	Three months ended March 31, 2016
Expected volatility of stock price		56.35%
Risk-free interest rate		0.94%
Valuation period		2.06 years
Dividend yield		0.00%

Performance-based restricted stock unit activity was as follows for the three months ended March 31, 2016:

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	873,053		9.21
Balance, March 31, 2016	873,053	$	9.21

Stock Options

Stock option activity was as follows for the three months ended March 31, 2016:

	Number of	Exercise Price		Weighted Average		Aggregate
	Options	Per Share		Exercise Price		Intrinsic Value
Balance, January 1, 2016	2,501,926	$	11.05 - 22.39	$	16.04	$	86,326
Granted	-		-		-
Exercised	-		-		-
Forfeited	-		-		-
Expired	(64,271)		15.00 - 16.72		15.12
Balance, March 31, 2016	2,437,655	$	11.05 - 22.39	$	16.07	$	-

Pursuant to the income tax provisions of ASC 718 “Stock Compensation”, we follow the “long-haul method” of computing our hypothetical additional paid-in capital, or APIC, pool. Approximately 25,000 stock options vested during the three months ended March 31, 2016.

The following table summarizes our options outstanding and options currently exercisable.

	March 31, 2016
				Weighted Average
	Number of		Weighted Average	Contractual Term		Aggregate
	Options		Exercise Price	(in years)		Intrinsic Value
Options vested and expected to vest	2,437,655	$	16.07	4.9	$	-
Options vested and exercisable	2,323,270		15.88	4.9		-

The aggregate intrinsic value of stock options outstanding in the tables above calculated as the difference between the closing price of Bankrate’s common stock on the last trading day of the reporting period  ($9.17 at March 31, 2016) and the exercise price of the stock options multiplied by the number of shares underlying options with an exercise prices less than the closing price on the last trading day of the reporting period. Stock-based compensation expense related to stock option awards for the three months ended March 31, 2016 was $225,000, and for the three months ended March 31, 2015 was approximately $1.3 million.

As of March 31, 2016, approximately $1.0 million of total unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards is expected to be recognized over a weighted average period of 0.7 years.

XML

Income Taxes

3 Months Ended

Mar. 31, 2016

Income Taxes [Abstract]

Income Taxes

NOTE 8 – INCOME TAXES

We calculate our income tax provision for interim periods based on two components: (i) the estimate of the annual effective tax rate and (ii) the existence of any interim period (i.e., discrete) events. The difference between income tax expense computed at the statutory rate and the reported income tax expense during the three months ended March 31, 2016and 2015 is primarily due to a tax charge taken for stock compensation expense and the effect of U.S. state income tax expense.

Our effective tax rate on continuing operations was an expense of 79.2% during thethree months ended March 31, 2016, compared to an expense of43.7% during thethree months ended March 31, 2015, respectively. The change in our effective tax rate during the three months ended March 31, 2016 is primarily attributed to a higher charge taken for stock compensation and state tax adjustments in 2016.

We have approximately $4.1 million and $4.0 million of unrecognized tax benefits at March 31, 2016 and December 31, 2015.

We are subject to income taxes in the U.S. federal jurisdiction, various states, and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2011.  

On March 3, 2016, the Internal Revenue Service (“IRS”) notified us of an examination into the 2013 and 2014 tax years.

On March 3, 2016, the NYC Department of Revenue notified us of an examination into the 2013 and 2014 tax years.

On March 28, 2016 an assessment was issued for the California Income tax audit for 2013 and 2014 tax years for additional tax due of approximately $296,000.

We accrued approximately $7,000and $12,000 during the three months ended March 31, 2016 and 2015, respectively, for the payment of interest which is recorded as income tax expense.

During the three months ended March 31, 2016, we recorded a new reserve for an uncertain tax position in the amount of $85,000.  

XML

Commitments And Contingencies

3 Months Ended

Mar. 31, 2016

Commitments And Contingencies [Abstract]

Commitments And Contingencies

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is party to litigation and regulatory matters and claims. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability will be incurred and the amount or range of the loss can be reasonably estimated. The results of complex proceedings and reviews are difficult to predict and the Company’s view of these matters may change in the future as events related thereto unfold.Except as otherwise stated, we have concluded that we cannot estimate the reasonably possible loss or range of loss, including reasonably possible losses in excess of amounts already accrued, for each matter disclosed below. An unfavorable outcome to any legal or regulatory matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

BanxCorp Litigation

In July 2007, BanxCorp, an online publisher of rate information provided by financial institutions with respect to various financial products, filed suit against the Company in the United States District Court for the District of New Jersey alleging violations of Federal and New Jersey State antitrust laws, including the Sherman Act and the Clayton Act. BanxCorp has alleged that it has been injured as a result of monopolistic and otherwise anticompetitive conduct on the part of the Company and is seeking approximately $180 million in compensatory damages, treble damages, and attorneys' fees and costs. In October 2012, BanxCorp filed a Seventh Amended Complaint, alleging violations of Section 2 of the Sherman Act, Section 7 of the Clayton Act and parallel provisions of New Jersey antitrust laws, and dropping its claims under Section 1 of the Sherman Act. Discovery closed on December 21, 2012 and both parties filed motions in the first quarter of 2013 seeking summary judgment that are pending before the court. The Company will continue to vigorously defend this lawsuit. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

TCPA Litigation

In June 2015, a putative class action lawsuit styled Johnson v. Bankrate, Inc. was filed against the Company in the United States District Court for the Southern District of Florida, alleging violations of the Telephone Consumer Protection Act (TCPA) and seeking statutory damages, injunctive relief and attorney’s fees. The plaintiffs alleged that the Company contacted her and members of the class she seeks to represent on their cellular telephones without their prior express written consent and seeks to certify a nationwide class of individuals on that basis. In October 2015, an amended complaint was filed adding a second named plaintiff, making the same allegations as the original complaint, and seeking certification of the same proposed class and the same relief as the original complaint. On January 26, 2016, the plaintiffs entered into a settlement agreement with the Company on an individual basis for an immaterial amount. On February 3, 2016, the court dismissed the case with prejudice.

Securities Litigation

In October 2014, a putative class action lawsuit was brought in federal court in the United States District Court for the Southern District of Florida against the Company, certain of its current and former officers and directors, and other defendants, which is captioned The City of Los Angeles v. Bankrate, Inc., et al., No. 14-CV-81323-DMM. On November 23, 2015, the District Court dismissed an amended complaint in its entirety without prejudice for failing to adequately plead material misrepresentations or omissions, scienter, or loss causation and damages. On December 8, 2015, Lead Plaintiff filed a Second Amended Complaint alleging that the Company’s 2012, 2013, and first half of 2014 financial statements improperly recognized revenues and expenses and therefore were materially false and misleading and caused damages. Plaintiffs sought relief (including damages and rescission or rescissionary damages) under the Securities Act of 1933 based on a March 2014 secondary offering and under the Securities Exchange Act of 1934 on behalf of a proposed class consisting of all persons, other than the defendants, who purchased the Company’s securities between August 1, 2012 and October 9, 2014, inclusive. On January 8, 2016 the Company and the remaining defendants moved to dismiss the Second Amended Complaint. That motion is pending. The action is in its preliminary stages and we are not able to predict its outcome. The Company cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

Two earlier lawsuits making similar allegations, captioned Tong v. Evans, et al., No. 14-cv-81183-KLR (S.D. Fla), and Atiyeh v. Evans, et al., No. 14 Civ. 8443 (JFK) (S.D.N.Y), were voluntarily dismissed by their respective plaintiffs.

DOJ Investigation

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. The Company received a communication from the CFPB inviting the Company to respond to the CFPB’s identified issues in the form of a Notice of Opportunity to Respond and Advise during which the CFPB identified potential claims it might bring against the Company. The Company has submitted a response that it believes addresses the CFPB’s issues with respect to the Company’s online mortgage rate tables and its quality control processes. We are unable to predict when the CFPB investigation will be completed or the final outcome of the investigation, and cannot presently estimate the amount of loss, if any, that would result from an adverse resolution of this matter.

In addition to the above, we are also involved in other litigation and regulatory matters and claims that arise in the ordinary course of business and although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation and regulatory matters can have an adverse impact on us because of investigative, defense or settlement costs, diversion of management resources and other factors.

Headquarters Office Lease

During March 2016, we entered into an office lease for our New York headquarters office. The lease for the current New York headquarters office space expires September 2016.

XML

Debt

3 Months Ended

Mar. 31, 2016

Debt [Abstract]

Debt

NOTE 10 – DEBT

Senior Notes

The Company’s $300.0 million 6.125% senior unsecured notes due 2018 (the “Senior Notes” or “Notes”) were issued in August 2013.Interest on the Senior Notes accrues daily on the outstanding principal amount thereof and is payable semi-annually, in arrears, on August 15 and February 15. On or after August 15, 2015, the Company may redeem some or all of the Senior Notes at a premium that will decrease over time as set forth in Bankrate, Inc.’s Indenture, dated as of August 7, 2013 (the “Senior Notes Indenture”).

The carrying amount of the Senior Notes at March 31, 2016 and December 31, 2015, is $293.9 million and $293.3 million, respectively. With the adoption of ASU 2015-03 on January 1, 2016, the carrying amount of the Senior Notes is presented net of debt issuance costs for all periods presented.

We amortized original issue discount and deferred loan fees related to the Senior Notes, which are included within interest and other expenses, net on the accompanying condensed consolidated statements of comprehensive income.

Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes was as follows:

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	4,594	$	4,594
Original issue discount		160		150
Deferred financing costs		437		357

The following amounts remain to be amortized as of:

(in thousands)	March 31, 2016		December 31, 2015
Original issue discount	$	1,628	$	1,788
Deferred financing costs		4,491		4,928

On March 31, 2015 and May 11, 2015, as required under the terms of the Company’s Senior Notes Indenture, as supplemented by the Third Supplemental Indenture thereto, we made consent payments of $354,000 and $374,000, respectively, to certain holders of the Senior Notes due to the delay in providing timely financial statements. These payments were recorded as deferred financing costs and are being amortized over the remaining term of the Senior Notes.

Our Senior Notes Indenture and Credit Agreement generally permit us to apply the net cash proceeds of approximately $130.0 million from the sale of our Insurance business to prepay outstanding debt and/or invest in assets useful to our business, in each case, within 365 days of our receipt of such net cash proceeds (subject, in the case of any investment, to a further 180-day extension under certain circumstances). If we do not apply such net cash proceeds in the manner and within the time period described above and the amount of unapplied net cash proceeds exceeds $10.0 million, we will be required to offer to purchase a portion of our outstanding Senior Notes using those unapplied net cash proceeds at an offer price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

Revolving Credit Facility

The Company has  a$70.0 millionrevolving credit facility (“Revolving Credit Facility”), which matures on May 17, 2018. The proceeds can be used for ongoing working capital requirements and other general corporate purposes, including the financing of capital expenditures and acquisitions.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to, at our option, either (i) an alternate base rate (as defined in the Revolving Credit Facility) or (ii) an adjusted LIBO rate (as defined in the Revolving Credit Facility), each calculated in a customary manner, plus applicable margin. The applicable margin is 3.00% per annum with respect to alternate base rate loans and 2.00% per annum with respect to adjusted LIBO rate loans. In addition to paying interest on the outstanding principal amount of borrowings under the Revolving Credit Facility, we must pay a commitment fee to the Lenders in respect of their average daily unused amount of revolving commitments at a rate that ranges from 0.375% to 0.50% per annum depending on our consolidated total leverage ratio. We may voluntarily prepay loans under the Revolving Credit Facility at any time without premium or penalty (subject to customary “breakage” fees in the case of Eurodollar rate loans).

The Credit Agreement contains customary affirmative and negative covenants and events of default and requires the Company to comply with a maximum consolidated total leverage ratio of 4.00:1.00 as of the last day of any fiscal quarter only if the aggregate amount (without duplication) of letters of credit (other than letters of credit that are issued and not drawn to the extent such letters of credit are cash collateralized) and loans outstanding under the Revolving Credit Facility exceed, on a pro forma basis, 30% of the total revolving commitments of all Lenders at such time. We were in compliance with all required covenants as of March 31, 2016.

All obligations under the Credit Agreement are guaranteed by the Guarantors and are secured, subject to certain exceptions, by first priority liens on the assets of the Company and the Guarantors.

As of March 31, 2016$69.3 million was available for borrowing under the Revolving Credit Facility and there were approximately$743,000in letters of credit issued against the facility.

Interest expense and amortization of deferred financing costs related to the Revolving Credit Facility was as follows:

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	67	$	88
Deferred financing costs		85		85

At March 31, 2016 and December 31, 2015, approximately $669,000 and $754,000, respectively, in deferred loan fees remains to be amortized.

XML

Acquisitions

3 Months Ended

Mar. 31, 2016

Acquisitions [Abstract]

Acquisitions

NOTE 11 – ACQUISITIONS

2015 Acquisitions

On January 1, 2015, the Company completed the acquisition of certain assets and the assumption of certain liabilities of Moseo Corporation, a Washington corporation (“Moseo”), for $3.6 million in cash and $3.3 million in contingent consideration liability.The financial results of the acquired business are immaterial to the Company’s net assets and results of operations. The acquisition was accounted for as a purchase and included in the Company’s consolidated results from the acquisition date. The Company recorded $751,000 in goodwill, which is expected to be deductible for income tax purposes, and $6.1 million in intangible assets related to the acquisition, consisting of $3.1 million for internet domain name and $3.0 million in customer relationships.

XML

Restructuring

3 Months Ended

Mar. 31, 2016

Restructuring [Abstract]

Restructuring

NOTE 12 – RESTRUCTURING

In 2015, management adopted a restructuring plan with respect to the Company’s corporate and banking segment finance operations aligned with our commitment to implement best practices, enhance internal controls and drive efficiency throughout the finance function by improving processes, separating corporate and business unit functions, and co-locating finance teams, where appropriate. During the same period, management also adopted a restructuring plan consisting of certain changes in corporate and business unit leadership in connection with further aligning Company leadership with its strategic initiatives. As part of this process, we formally communicated the termination of employment to approximately 15 employees. The costs associated with these initiatives primarily represent modifications of share based awards, severance, outplacement services and other costs associated with employee terminations, the majority of which have been or are expected to be settled in shares and cash. As of March 31, 2016,  the restructuring plan has been completed and we anticipate no further charges under this plan. During the three months ended March 31, 2016, certain restructuring charges were reversed for payments that would not be made under the plan.

The following tables summarize the changes to our restructuring-related liabilities and identify the amounts recorded for restructuring expense and corresponding payments:

	Three months ended
	March 31, 2016
(In thousands)
Balance at January 1, 2016	$	2,166
Restructuring charges		(34)
Utilized		(1,091)
Balance at March 31, 2016	$	1,041

XML

Discontinued Operations

3 Months Ended

Mar. 31, 2016

Discontinued Operations [Abstract]

Discontinued Operations

NOTE 13 – DISCONTINUED OPERATIONS

In 2014, we commenced the process of divesting our operations in China, which is classified as discontinued operations in the condensed consolidated financial statements for all periods presented. In addition, the assets and liabilities associated with the discontinued operations are classified as assets held for sale and liabilities subject to sale, respectively, in the condensed consolidated balance sheets. We remain committed to our plan of divesting our operations in China, which is expected to be completed in the second quarter 2016, subject to regulatory reviews.

In December 2015, we sold our Insurance business. For the three months ended March 31, 2015, the results of operations of the Insurance business are classified as discontinued operations in the condensed consolidated statements of comprehensive income.

The following table presents the carrying amounts of major classes of assets and liabilities of the discontinued operations that are presented as assets held for sale and liabilities subject to sale on the Condensed Consolidated Balance Sheets:

	(Unaudited)
	March 31,		December 31,
(In thousands)	2016		2015
Cash and cash equivalents	$	204	$	338
Accounts receivable, net		76		117
Prepaid expenses and other current assets		103		113
Total current assets		383		568
Furniture, fixtures and equipment, net		508		581
Intangible assets, net		8		8
Other assets		48		-
Total assets classified as held for sale	$	947	$	1,157
Accounts payable	$	22	$	65
Accrued expenses		112		264
Deferred revenue and customer deposits		126		141
Other current liabilities		1,168		923
Total current liabilities		1,428		1,393
Total liabilities classified as subject to sale	$	1,428	$	1,393

The following table presents the major classes of line items constituting net loss from discontinued operations, which is presented in the Condensed Consolidated Statements of Comprehensive Income:

	Three months ended March 31, 2016
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	-	$	200	$	200
Costs and expenses:
Cost of revenue		-		105		105
Other expenses		-		336		336
Operating expenses		-		441		441
Loss before taxes		-		(241)		(241)
Net loss from discontinued operations	$	-	$	(241)	$	(241)
Loss on sale of discontinued operations		(736)		-		(736)
Income tax benefit		(297)		-		(297)
Net loss on sale of discontinued operations		(439)		-		(439)
Net loss on discontinued operations	$	(439)	$	(241)	$	(680)

		Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	52,531	$	216	$	52,747
Costs and expenses:
Cost of revenue		37,444		96		37,540
Other expenses		14,052		444		14,496
Operating expenses		51,496		540		52,036
Income (loss) on discontinued operations		1,035		(324)		711
Income tax expense		464		-		464
Net income (loss) on discontinued operations	$	571	$	(324)	$	247

The following tables present the major cash flow components of discontinued operations:

(In thousands)	Three months ended March 31, 2016
Depreciation	$	75
Amortization		1
Capital expenditures		-

	Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Depreciation	$	1,010	$	95	$	1,105
Amortization		5,231		1		5,232
Stock compensation expense		1,059		-		1,059
Capital expenditures		1,164		100		1,264

XML

Subsequent Events

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

During April 2016, we repurchased approximately 2.7 million shares of our common stock for approximately $24.2 million, completing the authorized repurchase program.

On May 5, 2016, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Next Advisor, Inc., a California corporation (“Seller”) and the sole equity holder of Seller, pursuant to which the Company agreed to acquire substantially all of the assets of Seller. The asset purchase includes upfront consideration of approximately $76.3 million in cash and approximately $3.0 million in time-based vesting restricted stock units.  The consideration also includes a potential earnout payment of up to$138.0 million payable in cash or Bankrate stock and up to $7.8 million in time-based vesting restricted stock units based on the NextAdvisor business unit achieving certain growth targets over the 18 month period following the closing of the transaction.  The transaction is subject to certain closing conditions including antitrust review,expected to close before the end of the second quarter 2016.For additional information on the transaction, see “Item 5. Other Information.”

XML

Organization And Basis Of Presentation (Policies)

3 Months Ended

Mar. 31, 2016

Organization And Basis Of Presentation [Abstract]

The Company

The Company

Bankrate, Inc. and its subsidiaries (“Bankrate” or the “Company,” “we,” “us,” “our”) own and operate an Internet-based consumer banking, personal finance and senior care network (“Online Network”). Our flagship websites, Bankrate.com,  CreditCards.com and Caring.com are some of the Internet’s leading aggregators of information on more than 300 financial products and services, including mortgages, deposits, credit cards, and other personal finance categories. Additionally, we provide financial applications and information to a network of distribution partners and through national and state publications.

We operate the following reportable business segments:

· Banking – we offer information on rates for various types of mortgages, home lending and refinancing. We maintain current rate information for more than 600 local markets, covering all 50 U.S. states. Consumers can customize searches for mortgage rates by loan size, type, maturity, and location through our online portals. We also offer rate information and original editorial content on various deposit products, retirement, taxes and debt management.

· Credit Cards – we present visitors a comprehensive selection of consumer and business credit and prepaid cards, providing detailed information and comparison capabilities and host news and advice on personal finance, credit card and bank policies, as well as tools, calculators and products such as free credit reports and estimates of card benefits.

· Senior Care – we provide helpful caregiving content, a comprehensive online senior living directory for the United States, a local directory covering a wide array of other senior caregiving services and telephone support and advice from trained Family Advisors.

· Other – includes the results of operations of Quizzle, the results of the Company’s investments, unallocated corporate overhead and the elimination of transactions between segments.

Basis Of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Bankrate, Inc., and subsidiaries CreditCards.com, Inc. (“CreditCards”), LinkOffers, Inc., CreditCards.com Limited (United Kingdom), Freedom Marketing Limited (United Kingdom), Caring, Inc., Wallaby Financial Inc., Quizzle, LLC., and BR1 Holdings, LLC. after elimination of all intercompany accounts and transactions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of our results have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Operating results for thethree months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2016 (the “2015 Annual Report”).

Other than as noted below, there have been no significant changes in the Company’s accounting policies from those disclosed in the 2015 Annual Report.

Reclassification

Reclassifications

Certain amounts presented for the three months ended March 31, 2015 reflect reclassifications made to conform to the presentation in our 2015 Annual Reportand our current presentation. In accordance with the adoption of Accounting Standards Update (“ASU”) ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs,” our senior unsecured notes are presented net of their related deferred financing costs. We revised the calculations of basic and diluted weighted average common shares outstanding for certain adjustments to the prior year presentation. There was no change in the calculated basic net income per share or diluted net income per share for continuing operations, discontinued operations or in total for the three months ended March 31, 2015.

Discontinued Operations

Discontinued Operations

In December 2015, we sold our Insurance business segment and in 2014, we commenced the process of divesting our operations in China. In accordance with accounting principles generally accepted in the United States (“GAAP”), the results of our Insurance business segment through the date of sale, December 29, 2015, and of our operations in China are presented as discontinued operations, and, as such, have been excluded from continuing operations in the Condensed Consolidated Statements of Comprehensive Income for all periods presented. The operating results and the assets and liabilities of the Insurance business segment for 2015 and the operating results and the assets and liabilities of the operations in China for 2016 and 2015, are classified as discontinued operations in the Company’s condensed consolidated financial statements with the exception of condensed consolidated statements of cash flows which is presented on a consolidated basis. The operating results of the Insurance business segment and operations in China are consistently excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. See Note 13 – Discontinued Operations for presentation of the results of the discontinued operations of the Insurance business and China.

New Accounting Pronouncements

New Accounting Pronouncements

Recently Adopted Pronouncements

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period,” which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. We adopted ASU 2014-12 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items.” This guidance eliminates the concept of an extraordinary item, which required that an entity separately classify, present, and disclose extraordinary events and transactions, on the income statement, net of tax after earnings from continuing operations and disclose applicable income taxes and earnings per share date applicable to the extraordinary item. We adopted ASU 2015-01 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. We adopted ASU 2015-03 on January 1, 2016, as required. The Company’s $300.0 million senior unsecured notes due 2018 are presented at March 31, 2016 and December 31, 2015 net of deferred financing costs of $4.5 million and $4.9 million,  respectively. Deferred financing costs were previously included in other assets in the condensed consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05 “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) – Customers Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance in this update provide a basis for evaluating whether a cloud computing arrangement includes a software license and clarification of the treatment of fees paid by the customer if that license is to internal-use software, other than internal-use software or not considered a license. We adopted ASU 2015-05 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” This guidance’s intention is (i) to clarify the Codification for differences between original guidance and the Codification, (ii) correct unintended application of guidance and correct references, or (iii) streamline, simplify or make minor improvements to the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability, that are not expected to have a significant effect on current accounting practice. We adopted ASU 2015-10 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” The intention of this guidance is to simplify the accounting adjustments made to provisional amounts recognized in business combinations, as the amendment requires the adjustments to provisional amounts be recorded in the current period that they are identified, which eliminates the need to retrospectively account for those adjustments. We adopted ASU 2015-16 on January 1, 2016, as required, and it did not have a significant impact on our consolidated financial statements.

Recently Issued Pronouncements, Not Adopted as of March 31, 2016

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” and in August 2015 issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of Effective Date.” The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 “Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.” This update amends some of the existing guidance related to the recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update will supersede the leases requirements in Topic 840, Leases, and create an additional Topic 842, which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update is intended to clarify the implementation guidance on principal versus agent considerations. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are evaluating the effect that this update will have on our consolidated financial statements and related disclosures. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

In March 2016, the FASB issued ASU 2016-09 “Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is intended to reduce complexity in accounting standard and simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in this Update eliminate the guidance in Topic 718. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted for any entity in any interim or annual period. We are evaluating the effect that this update will have on our consolidated financial statements, earnings per share and related disclosures.

XML

Goodwill And Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill And Intangible Assets [Abstract]

Summary Of Goodwill Activity

(In thousands)	Banking		Credit Cards		Senior Care		Other		Total Company
Balance, January 1, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544
Additions due to acquisitions		-		-		-		-		-
Balance, March 31, 2016	$	140,546	$	383,878	$	24,518	$	18,602	$	567,544

Components Of Intangible Assets Subject To Amortization

Intangible assets subject to amortization were as follows as of March 31, 2016:  

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,378	$	(72,778)	$	126,600	17.1
Customer relationships		135,774		(87,948)		47,826	9.1
Affiliate relationships		12,670		(6,517)		6,153	10.3
Developed technologies		26,428		(9,695)		16,733	7.6
	$	374,250	$	(176,938)	$	197,312	13.3

Intangible assets subject to amortization were as follows as of December 31, 2015:

(In thousands)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period Years
Trademarks and domain names	$	199,439	$	(68,988)	$	130,451	17.1
Customer relationships		135,831		(84,183)		51,648	9.1
Affiliate relationships		12,670		(6,382)		6,288	10.3
Developed technologies		26,431		(9,060)		17,371	7.6
	$	374,371	$	(168,613)	$	205,758	13.3

Summary Of Future Amortization Expense

	Amortization
(In thousands)	Expense
Remainder of 2016	$	24,850
2017		30,959
2018		27,358
2019		19,152
2020		12,853
Thereafter		82,140
Total expected amortization expense for intangible assets	$	197,312

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Schedule Of Computation Of Basic And Diluted Earnings Per Share

	Three months ended
	March 31,		March 31,
(In thousands, except share and per share data)	2016		2015
Net income from continuing operations	$	963	$	4,706
Net (loss) income from discontinued operations, net of income taxes		(680)		247
Net income	$	283	$	4,953
Weighted average common shares outstanding for basic earnings per share		92,899,932		98,414,578
Additional dilutive shares related to share based awards		540,822		521,718
Weighted average common shares outstanding for diluted earnings per share		93,440,754		98,936,296
Basic net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Basic net income per share	$	0.00	$	0.05
Diluted net income per share:
Continuing operations	$	0.01	$	0.05
Discontinued operations		(0.01)		0.00
Diluted net income per share	$	0.00	$	0.05

XML

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2016

Stockholders' Equity [Abstract]

Summary Of Stockholders' Equity

	Common Stock							Treasury Stock
(In thousands)	Shares	Amount		Additional paid-in capital		Accumulated Deficit		Shares		Amount		Accumulated Other Comprehensive Loss - Foreign Currency Translation		Total Stockholders' Equity
Balance at December 31, 2015	103,845	$	1,039	$	886,261	$	(36,985)		(7,051)	$	(88,616)	$	(504)	$	761,195
Other comprehensive loss, net of taxes	-		-		-		-		-		-		(63)		(63)
Treasury stock purchased	-		-		-		-		(3,237)		(29,612)		-		(29,612)
Restricted stock issued, net of cancellations	(24)		-		(855)		-		73		855		-		-
Performance stock issued, net of cancellations	(529)		(5)		5		-		-				-		-
Stock-based compensation	-		-		3,751		-		-		-		-		3,751
Net income	-		-		-		283		-		-		-		283
Balance at March 31, 2016	103,292	$	1,034	$	889,162	$	(36,702)		(10,215)	$	(117,373)	$	(567)	$	735,554

XML

Segments (Tables)

3 Months Ended

Mar. 31, 2016

Segments [Abstract]

Schedule Of Revenue By Reportable Segments

	Three months ended March 31,
	2016				2015
(In thousands)	Revenue		Adjusted EBITDA		Revenue		Adjusted EBITDA
Banking	$	24,347	$	5,281	$	28,170	$	10,559
Credit Cards		63,142		25,799		56,774		26,089
Senior Care		6,187		(453)		5,187		(77)
Other		(398)		(7,318)		(1,121)		(4,493)
Total Company	$	93,278		23,309	$	89,010		32,078
Less:
Interest and other expenses, net				4,855				5,269
Depreciation and amortization				9,551				9,462
Changes in fair value of contingent acquisition consideration				(162)				(240)
Stock-based compensation expense				3,904				4,755
Legal settlements (A)				(851)				-
Acquisition, disposition and related expenses				-				263
Restatement charges (B)				1,427				4,174
Impact of purchase accounting				-				34
Restructuring charges				(34)				-
Income before income taxes			$	4,619			$	8,361

__________

(A) During the three months ended March 31, 2016, an $851,000 insurance claim was reimbursed for a previously settled and paid legal settlement.

(B) Restatement charges include expenses related to unusual regulatory actions, the Internal Review, the Restatement and related litigation.

XML

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Measurement [Abstract]

Estimated Fair Value And Related Carrying Amounts

	March 31, 2016				December 31, 2015
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial liabilities:
Long term debt (A)	$	293,881	$	298,500	$	293,284	$	297,000

_________

(A) The long term debt carrying amount is net of debt issuance costs of approximately $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively.

Fair Value Measurement Of Contingent Acquisition Consideration

	Fair Value Measurement at March 31, 2016 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	169	$	-	$	-	$	169
Total asset recurring fair value measurements	$	169	$	-	$	-	$	169
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	332	$	332
Total liabilities recurring fair value measurements	$	-	$	-	$	332	$	332
	Fair Value Measurement at December 31, 2015 Using
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring fair value measurement:
Assets:
Investments of the non-qualified deferred compensation plan	$	173	$	-	$	-	$	173
Total asset recurring fair value measurements	$	173	$	-	$	-	$	173
Liabilities:
Contingent acquisition consideration	$	-	$	-	$	9,107	$	9,107
Total liabilities recurring fair value measurements	$	-	$	-	$	9,107	$	9,107

Reconciliation Of Changes In Fair Value Of Company's Level 3 Financial Assets

(In thousands)	Three months ended March 31, 2016
Balance, January 1, 2016	$	9,107
Additions to Level 3		-
Transfers into Level 3		-
Transfers out of Level 3		-
Change in fair value		(162)
Payments		(8,613)
Balance, March 31, 2016	$	332

XML

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2016

Stock-based Compensation Expense For Stock Options And Restricted Stock Awards

	Three months ended
	March 31,		March 31,
(In thousands)	2016		2015
Cost of revenue	$	428	$	479
Sales and marketing		476		652
Product development and technology		744		900
General and administrative		2,256		2,724
Total stock-based compensation	$	3,904	$	4,755

Weighted Average Assumptions Used To Calculate Fair Value

	Three months ended March 31, 2016
Expected volatility of stock price		56.35%
Risk-free interest rate		0.94%
Valuation period		2.06 years
Dividend yield		0.00%

Stock Option Activity

	Number of	Exercise Price		Weighted Average		Aggregate
	Options	Per Share		Exercise Price		Intrinsic Value
Balance, January 1, 2016	2,501,926	$	11.05 - 22.39	$	16.04	$	86,326
Granted	-		-		-
Exercised	-		-		-
Forfeited	-		-		-
Expired	(64,271)		15.00 - 16.72		15.12
Balance, March 31, 2016	2,437,655	$	11.05 - 22.39	$	16.07	$	-

Summary Of Options Outstanding And Options Exercisable

	March 31, 2016
				Weighted Average
	Number of		Weighted Average	Contractual Term		Aggregate
	Options		Exercise Price	(in years)		Intrinsic Value
Options vested and expected to vest	2,437,655	$	16.07	4.9	$	-
Options vested and exercisable	2,323,270		15.88	4.9		-

Restricted Stock [Member]

Summary Of Restricted Stock And Restricted Stock Units Award Activity

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,890,379	$	13.35
Granted	72,886		11.73
Vested and released	(413,895)		13.90
Forfeited	(23,981)		13.24
Balance, March 31, 2016	1,525,389	$	12.89

Restricted Stock Units (RSUs) [Member]

Summary Of Restricted Stock And Restricted Stock Units Award Activity

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	1,876,522		8.33
Forfeited	(19,792)		8.33
Balance, March 31, 2016	1,856,730	$	8.33

Performance Based Restricted Shares [Member]

Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units

		Weighted Average
	Number of	Grant Date
	Shares	Fair Value
Balance, January 1, 2016	1,218,418	$	12.80
Granted	-		-
Vested/Earned	(94,584)		15.31
Forfeited	(13,153)		16.06
Balance, March 31, 2016	1,110,681	$	12.55

Performance Based Restricted Stock Units [Member]

Schedule Of Performance Based Restricted Shares And Performance Based Restricted Stock Units

		Weighted Average
	Number of	Grant Date
	Units	Fair Value
Balance, January 1, 2016	-	$	-
Granted	873,053		9.21
Balance, March 31, 2016	873,053	$	9.21

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2016

Senior Notes [Member]

Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs

Interest expense, amortization of original issue discounts and amortization of deferred financing costs, related to the Senior Notes was as follows:

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	4,594	$	4,594
Original issue discount		160		150
Deferred financing costs		437		357

The following amounts remain to be amortized as of:

(in thousands)	March 31, 2016		December 31, 2015
Original issue discount	$	1,628	$	1,788
Deferred financing costs		4,491		4,928

Revolving Credit Facility [Member]

Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs

	Three months ended
(in thousands)	March 31, 2016		March 31, 2015
Interest expense	$	67	$	88
Deferred financing costs		85		85

XML

Restructuring (Tables)

3 Months Ended

Mar. 31, 2016

Restructuring [Abstract]

Schedule Of Restructuring Charges And Their Utilization

	Three months ended
	March 31, 2016
(In thousands)
Balance at January 1, 2016	$	2,166
Restructuring charges		(34)
Utilized		(1,091)
Balance at March 31, 2016	$	1,041

XML

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2016

Discontinued Operations [Abstract]

Schedule Of Discontinued Operations, In The Consolidated Financial Statements

The following table presents the carrying amounts of major classes of assets and liabilities of the discontinued operations that are presented as assets held for sale and liabilities subject to sale on the Condensed Consolidated Balance Sheets:

	(Unaudited)
	March 31,		December 31,
(In thousands)	2016		2015
Cash and cash equivalents	$	204	$	338
Accounts receivable, net		76		117
Prepaid expenses and other current assets		103		113
Total current assets		383		568
Furniture, fixtures and equipment, net		508		581
Intangible assets, net		8		8
Other assets		48		-
Total assets classified as held for sale	$	947	$	1,157
Accounts payable	$	22	$	65
Accrued expenses		112		264
Deferred revenue and customer deposits		126		141
Other current liabilities		1,168		923
Total current liabilities		1,428		1,393
Total liabilities classified as subject to sale	$	1,428	$	1,393

The following table presents the major classes of line items constituting net loss from discontinued operations, which is presented in the Condensed Consolidated Statements of Comprehensive Income:

	Three months ended March 31, 2016
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	-	$	200	$	200
Costs and expenses:
Cost of revenue		-		105		105
Other expenses		-		336		336
Operating expenses		-		441		441
Loss before taxes		-		(241)		(241)
Net loss from discontinued operations	$	-	$	(241)	$	(241)
Loss on sale of discontinued operations		(736)		-		(736)
Income tax benefit		(297)		-		(297)
Net loss on sale of discontinued operations		(439)		-		(439)
Net loss on discontinued operations	$	(439)	$	(241)	$	(680)

		Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Revenue	$	52,531	$	216	$	52,747
Costs and expenses:
Cost of revenue		37,444		96		37,540
Other expenses		14,052		444		14,496
Operating expenses		51,496		540		52,036
Income (loss) on discontinued operations		1,035		(324)		711
Income tax expense		464		-		464
Net income (loss) on discontinued operations	$	571	$	(324)	$	247

The following tables present the major cash flow components of discontinued operations:

(In thousands)	Three months ended March 31, 2016
Depreciation	$	75
Amortization		1
Capital expenditures		-

	Three months ended March 31, 2015
	Insurance		China
(In thousands)	Business		Operations		Total
Depreciation	$	1,010	$	95	$	1,105
Amortization		5,231		1		5,232
Stock compensation expense		1,059		-		1,059
Capital expenditures		1,164		100		1,264

XML

Organization And Basis Of Presentation (Narrative) (Details)	3 Months Ended
	Mar. 31, 2016 USD ($) item	Dec. 31, 2015 USD ($)
Number of financial products | item	300
Unamortized Deferred financing costs	$ 4,491,000	$ 4,928,000
Senior Notes [Member]
Debt Instrument Face Amount	$ 300,000,000

XML

Goodwill And Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Goodwill And Intangible Assets [Abstract]
Impairment charge	$ 0
Percentage fair value exceeds carrying value	17.90%
Amortization expense	$ 8,400,000	$ 8,600,000

XML

Goodwill And Intangible Assets (Summary Of Goodwill Activity) (Details) $ in Thousands	Mar. 31, 2016 USD ($)
Business Acquisition [Line Items]
Balance, January 1, 2016	$ 567,544
Balance, March 31, 2016	567,544
Banking [Member]
Business Acquisition [Line Items]
Balance, January 1, 2016	140,546
Balance, March 31, 2016	140,546
Credit Card [Member]
Business Acquisition [Line Items]
Balance, January 1, 2016	383,878
Balance, March 31, 2016	383,878
Senior Care [Member]
Business Acquisition [Line Items]
Balance, January 1, 2016	24,518
Balance, March 31, 2016	24,518
Other [Member]
Business Acquisition [Line Items]
Balance, January 1, 2016	18,602
Balance, March 31, 2016	$ 18,602

XML

Goodwill And Intangible Assets (Components Of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Cost	$ 374,250	$ 374,371
Accumulated Amortization	(176,938)	(168,613)
Total expected amortization expense for intangible assets	$ 197,312	$ 205,758
Weighted Average Amortization Period Years	13 years 3 months 18 days	13 years 3 months 18 days
Trademarks and Domain Names [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 199,378	$ 199,439
Accumulated Amortization	(72,778)	(68,988)
Total expected amortization expense for intangible assets	$ 126,600	$ 130,451
Weighted Average Amortization Period Years	17 years 1 month 6 days	17 years 1 month 6 days
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 135,774	$ 135,831
Accumulated Amortization	(87,948)	(84,183)
Total expected amortization expense for intangible assets	$ 47,826	$ 51,648
Weighted Average Amortization Period Years	9 years 1 month 6 days	9 years 1 month 6 days
Affiliate Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 12,670	$ 12,670
Accumulated Amortization	(6,517)	(6,382)
Total expected amortization expense for intangible assets	$ 6,153	$ 6,288
Weighted Average Amortization Period Years	10 years 3 months 18 days	10 years 3 months 18 days
Developed Technologies [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	$ 26,428	$ 26,431
Accumulated Amortization	(9,695)	(9,060)
Total expected amortization expense for intangible assets	$ 16,733	$ 17,371
Weighted Average Amortization Period Years	7 years 7 months 6 days	7 years 7 months 6 days

XML

Goodwill And Intangible Assets (Summary Of Future Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Goodwill And Intangible Assets [Abstract]
Remainder of 2016	$ 24,850
2017	30,959
2018	27,358
2019	19,152
2020	12,853
Thereafter	82,140
Total expected amortization expense for intangible assets	$ 197,312	$ 205,758

XML

Earnings Per Share (Narrative) (Details) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share	3,454,144	4,099,377

XML

Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Net income from continuing operations	$ 963	$ 4,706
Net (loss) income from discontinued operations, net of income taxes	(680)	247
Net income	$ 283	$ 4,953
Weighted average common shares outstanding for basic earnings per share	92,899,932	98,414,578
Additional dilutive shares related to share based awards	540,822	521,718
Weighted average common shares outstanding for diluted earnings per share	93,440,754	98,936,296
Basic net income per share:
Continuing operations	$ 0.01	$ 0.05
Discontinued operations	(0.01)	0.00
Basic net income per share	0.00	0.05
Diluted net income per share:
Continuing operations	0.01	0.05
Discontinued operations	(0.01)	0.00
Diluted net income per share	$ 0.00	$ 0.05

XML

Stockholders' Equity (Narrative) (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) shares
Class of Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 50,000,000
Treasury stock purchased	$ 29,612,000
Share Repurchase Program [Member]
Class of Stock [Line Items]
Treasury stock purchased, Shares | shares	2,900
Treasury stock purchased	$ 25,800,000
Treasury Stock [Member]
Class of Stock [Line Items]
Treasury stock purchased, Shares | shares	3,237
Treasury stock purchased	$ 29,612,000

XML

Stockholders' Equity (Summary Of Stockholders' Equity) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Class of Stock [Line Items]
Balance	$ 761,195
Balance, Shares	103,845,310
Treasury Stock, Shares	(7,051,292)
Other comprehensive (loss) income, net of tax	$ (63)	$ (111)
Treasury stock purchased	(29,612)
Stock-based compensation	3,751
Net income	283	$ 4,953
Balance	$ 735,554
Balance, Shares	103,292,228
Treasury Stock, Shares	(10,214,628)
Common Stock [Member]
Class of Stock [Line Items]
Balance	$ 1,039
Balance, Shares	103,845,000
Restricted stock issued, net of cancellations, Shares	24,000
Performance stock issued, net of cancellations	$ (5)
Performance stock issued, net of cancellations, Shares	(529,000)
Balance	$ 1,034
Balance, Shares	103,292,000
Additional paid-in capital [Member]
Class of Stock [Line Items]
Balance	$ 886,261
Restricted stock issued, net of cancellations	(855)
Performance stock issued, net of cancellations	5
Stock-based compensation	3,751
Balance	889,162
Accumulated Deficit [Member]
Class of Stock [Line Items]
Balance	(36,985)
Net income	283
Balance	(36,702)
Treasury Stock [Member]
Class of Stock [Line Items]
Balance	$ (88,616)
Treasury Stock, Shares	(7,051,000)
Treasury stock purchased	$ (29,612)
Treasury stock purchased, Shares	(3,237,000)
Restricted stock issued, net of cancellations	$ 855
Restricted stock issued, net of cancellations, Shares	73,000
Balance	$ (117,373)
Treasury Stock, Shares	(10,215,000)
Accumulated Other Comprehensive Loss - Foreign Currency Translation [Member]
Class of Stock [Line Items]
Balance	$ (504)
Other comprehensive (loss) income, net of tax	(63)
Balance	$ (567)

XML

Segments (Schedule Of Revenue By Reportable Segments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Segment Reporting Information [Line Items]
Revenue	$ 93,278	$ 89,010
Adjusted EBITDA	23,309	32,078
Interest and other expenses, net	4,855	5,269
Depreciation and amortization	9,551	9,462
Changes in fair value of contingent acquisition consideration	(162)	(240)
Stock-based compensation expense	3,904	4,755
Legal settlements	(851)
Acquisition, disposition and related expenses		263
Restatement charges	1,427	4,174
Impact of purchase accounting		34
Restructuring charges	(34)
Income before taxes	4,619	8,361
Banking [Member]
Segment Reporting Information [Line Items]
Revenue	24,347	28,170
Adjusted EBITDA	5,281	10,559
Credit Cards [Member]
Segment Reporting Information [Line Items]
Revenue	63,142	56,774
Adjusted EBITDA	25,799	26,089
Senior Care [Member]
Segment Reporting Information [Line Items]
Revenue	6,187	5,187
Adjusted EBITDA	(453)	(77)
Other [Member]
Segment Reporting Information [Line Items]
Revenue	(398)	(1,121)
Adjusted EBITDA	$ (7,318)	$ (4,493)

XML

Fair Value Measurement (Narrative) (Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
Change in fair value of contingent consideration related to a passage of time	$ 162,000
Change in Accounting Method Accounted for as Change in Estimate [Member]
(Decrease) Increase in fair value of contingent consideration	(316,000)
Passage Of Time [Member]
(Decrease) Increase in fair value of contingent consideration	$ 154,000
Minimum [Member]
Discount factor	14.00%
Maximum [Member]
Discount factor	16.00%

XML

Fair Value Measurement (Estimated Fair Value And Related Carrying Amounts) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt	$ 293,881	$ 293,284
Debt Related Commitment Fees and Debt Issuance Costs	4,500	4,900
Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt	$ 298,500	$ 297,000

XML

Fair Value Measurement (Fair Value Measurement Of Contingent Acquisition Consideration) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements	$ 169	$ 173
Total liabilities recurring fair value measurements	332	9,107
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements	$ 169	$ 173
Total liabilities recurring fair value measurements
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements
Total liabilities recurring fair value measurements
Significant Unobservable Inputs (Level 3) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total liabilities recurring fair value measurements	$ 332	$ 9,107
Investments Of The Non-qualified Deferred Compensation Plan [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements	169	173
Investments Of The Non-qualified Deferred Compensation Plan [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements	$ 169	$ 173
Investments Of The Non-qualified Deferred Compensation Plan [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total asset recurring fair value measurements
Contingent Acquisition Consideration [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total liabilities recurring fair value measurements	$ 332	$ 9,107
Contingent Acquisition Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total liabilities recurring fair value measurements
Contingent Acquisition Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total liabilities recurring fair value measurements
Contingent Acquisition Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Total liabilities recurring fair value measurements	$ 332	$ 9,107

XML

Fair Value Measurement (Reconciliation Of Changes In The Fair Value Of The Company's Level 3 Financial Assets) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Fair Value Measurement [Abstract]
Balance at beginning of period	$ 9,107
Additions to Level 3
Transfers into Level 3
Transfers out of Level 3
Change in fair value	$ 162
Payments	(8,613)
Balance at end of period	$ 332

XML

Stock-Based Compensation (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 3,904,000	$ 4,755,000
Restructuring charges	(34,000)
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 225,000	1,300,000
Stock options vested	25,000
Closing price of common stock	$ 9.17
Unrecognized compensation costs, net of forfeitures, related to non-vested stock option awards	$ 1,000,000
Unrecognized compensation cost, recognition period	8 months 12 days
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted	72,886
Shares outstanding	1,525,389		1,890,379
Stock-based compensation expense, restricted stock	$ 2,800,000	3,400,000
Average grant date fair value	$ 11.73
Unrecognized compensation costs, net of forfeitures, not related to stock option awards	$ 15,500,000
Unrecognized compensation cost, recognition period	1 year 1 month 6 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted	1,876,522
Shares outstanding	1,856,730
Stock-based compensation expense, restricted stock	$ 261,000
Average grant date fair value	$ 8.33
Unrecognized compensation costs, net of forfeitures, not related to stock option awards	$ 15,300,000
Unrecognized compensation cost, recognition period	1 year 10 months 24 days
Performance Based Restricted Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding	1,110,681		1,218,418
Stock-based compensation expense, restricted stock	$ 430,000	$ 58,000
Total shareholder return factor could further adjust the number of shares by a maximum increase or decrease	25.00%
Unrecognized compensation costs, net of forfeitures, not related to stock option awards	$ 1,700,000
Unrecognized compensation cost, recognition period	1 year 7 months 6 days
Performance Based Restricted Shares [Member] | Determination Date [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting installment percentage	50.00%
Performance Based Restricted Shares [Member] | Third Anniversary Of The Grant Date [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting installment percentage	50.00%
Performance Shares, Classified As A Liability [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Stock-based compensation expense, restricted stock	$ 153,000
Performance Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted	873,053
Shares outstanding	873,053
Vesting period	2 years
Stock-based compensation expense, restricted stock	$ 142,000
Average grant date fair value	$ 9.21
Unrecognized compensation costs, net of forfeitures, not related to stock option awards	$ 5,900,000
Unrecognized compensation cost, recognition period	2 years 6 months
Performance Based Restricted Stock Units [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Condition on issuance of performance shares, range percentage	0.00%
Performance Based Restricted Stock Units [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Condition on issuance of performance shares, range percentage	100.00%
2015 Equity Compensation Plan (the “2015 Plan”) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance	6,700,000

XML

Stock-Based Compensation (Stock-Based Compensation Expense For Stock Options And Restricted Stock Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 3,904	$ 4,755
Cost Of Revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	428	479
Sales And Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	476	652
Product Development And Technology [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	744	900
General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2,256	$ 2,724

XML

Stock-Based Compensation (Summary Of Restricted Stock Award, Restricted Stock Units, Performance Based Restricted Shares And Performance Based Restricted Stock Units Activity) (Details)	3 Months Ended
	Mar. 31, 2016 $ / shares shares
Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items]
Number of Shares, Beginning Balance | shares	1,890,379
Number of Shares, Granted | shares	72,886
Number of Shares, Vested and released | shares	(413,895)
Number of Shares, Forfeited | shares	(23,981)
Number of Shares, Ending Balance | shares	1,525,389
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 13.35
Weighted Average Grant Date Fair Value, Granted | $ / shares	11.73
Weighted Average Grant Date Fair Value, Vested and released | $ / shares	13.90
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	13.24
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 12.89
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items]
Number of Shares, Granted | shares	1,876,522
Number of Shares, Forfeited | shares	(19,792)
Number of Shares, Ending Balance | shares	1,856,730
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 8.33
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	8.33
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 8.33
Performance Based Restricted Shares [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items]
Number of Shares, Beginning Balance | shares	1,218,418
Number of Shares, Vested and released | shares	(94,584)
Number of Shares, Forfeited | shares	(13,153)
Number of Shares, Ending Balance | shares	1,110,681
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 12.80
Weighted Average Grant Date Fair Value, Vested and released | $ / shares	15.31
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	16.06
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 12.55
Performance Based Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Line Items]
Number of Shares, Granted | shares	873,053
Number of Shares, Ending Balance | shares	873,053
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 9.21
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 9.21

XML

Stock-Based Compensation (Weighted Average Assumptions Used To Calculate Fair Value) (Details)	3 Months Ended
	Mar. 31, 2016
Stock-Based Compensation [Abstract]
Expected volatility of stock price	56.35%
Risk-free interest rate	0.94%
Valuation period	2 years 22 days
Dividend yield	0.00%

XML

Stock-Based Compensation (Stock Option Activity) (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) $ / shares shares
Stock-Based Compensation [Abstract]
Number of Options, Beginning Balance | shares	2,501,926
Number of Options, Expired | shares	(64,271)
Number of Options, Ending Balance | shares	2,437,655
Exercise Price Per Share, Minimum Beginning Balance	$ 11.05
Exercise Price Per Share, Maximum Beginning Balance	22.39
Exercise Price Per Share, Expired Minimum	15.00
Exercise Price Per Share, Expired Maximum	16.72
Exercise Price Per Share, Minimum Ending Balance	11.05
Exercise Price Per Share, Maximum Ending Balance	22.39
Weighted Average Exercise Price, Beginning Balance	16.04
Weighted Average Exercise Price, Expired	15.12
Weighted Average Exercise Price, Ending Balance	$ 16.07
Aggregate Intrinsic Value, Beginning Balance | $	$ 86,326

XML

Stock-Based Compensation (Summary Of Options Outstanding And Options Exercisable) (Details)	3 Months Ended
	Mar. 31, 2016 $ / shares shares
Stock-Based Compensation [Abstract]
Options vested and expected to vest, Number of Options | shares	2,437,655
Options vested and expected to vest, Weighted Average Exercise Price | $ / shares	$ 16.07
Options vested and expected to vest, Weight Average Contractual Term (in years)	4 years 10 months 24 days
Options vested and exercisable, Number of Options | shares	2,323,270
Options vested and exercisable, Weighted Average Exercise Price | $ / shares	$ 15.88
Options vested and exercisable, Weight Average Contractual Term (in years)	4 years 10 months 24 days

XML

Income Taxes (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Income Taxes [Abstract]
Effective income tax rate	79.20%	43.70%
Unrecognized tax benefits	$ 4,100,000		$ 4,000,000
Tax due	296,000
Interest and penalties recognized	7,000	$ 12,000
Uncertain tax positions, reserve	$ 85,000

XML

Commitments And Contingencies (Narrative) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
BanxCorp Litigation [Member]
Loss Contingencies [Line Items]
Compensatory damages, treble damages, and attorneys' fees and costs	$ 180

XML

Debt (Senior Notes Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	May. 11, 2015
Debt Instrument [Line Items]
Senior Secured Note, Carrying Amount	$ 293,881,000		$ 293,284,000
Interest expense excluding amortization	4,594,000	$ 4,594,000
Amortization of Original issue discounts	160,000	150,000
Outstanding discounts	1,628,000		1,788,000
Amortization of deferred financing costs	437,000	357,000
Long term debt, net of unamortized discount	293,881,000		$ 293,284,000
Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument principal amount	$ 300,000,000
Interest rate	6.125%
Consent payment		$ 354,000		$ 374,000
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member]
Debt Instrument [Line Items]
Cash received on sale of discontinued operations	$ 130,000,000
Redemption price, percentage	100.00%
Insurance [Member] | Senior Notes Indenture and Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash received on sale of discontinued operations	$ 10,000,000

XML

Debt (Revolving Credit Facility Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Line of Credit Facility [Line Items]
Amortization of deferred financing costs	$ 437,000	$ 357,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Revolving credit facility, amount	70,000,000
Amortization of deferred financing costs	$ 85,000	$ 85,000
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member]
Line of Credit Facility [Line Items]
Maximum consolidated leverage ratio	400.00%
Maximum aggregate amount of total commitments	30.00%
Amount available for borrowing	$ 69,300,000
Amounts outstanding	743,000
Unamortized deferred loan fees	$ 669,000		$ 754,000
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Commitment fee percentage	0.375%
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Commitment fee percentage	0.50%
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | Base Rate [Member]
Line of Credit Facility [Line Items]
Applicable margin rate	3.00%
Revolving Credit Facility [Member] | Royal Bank Of Canada [Member] | LIBOR [Member]
Line of Credit Facility [Line Items]
Applicable margin rate	2.00%

XML

Debt (Summary Of Interest Expenses, Amortization Of Original Issue Discounts And Amortization Of Deferred Financing Costs) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Interest expense	$ 4,594	$ 4,594
Amortization of Original issue discounts	160	150
Amortization of deferred financing costs	437	357
Unamortized Original issue discounts	1,628		$ 1,788
Unamortized Deferred financing costs	4,491		$ 4,928
Revolving Credit Facility [Member]
Interest expense	67	88
Amortization of deferred financing costs	$ 85	$ 85

XML

Acquisitions (Narrative) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Contingent consideration liability	$ (162,000)	$ (240,000)
Goodwill	567,544,000		$ 567,544,000
Moseo Corporation [Member]
Business Acquisition [Line Items]
Cash paid			3,600,000
Contingent consideration liability			3,300,000
Goodwill			751,000
Intangible assets			6,100,000
Customer Relationships [Member] | Moseo Corporation [Member]
Business Acquisition [Line Items]
Intangible assets	$ 3,000,000
Internet Domain Names [Member] | Moseo Corporation [Member]
Business Acquisition [Line Items]
Intangible assets			$ 3,100,000

XML

Restructuring (Schedule Of Restructuring Charges And Their Utilization) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Restructuring [Abstract]
Beginning balance	$ 2,166
Restructuring charges	(34)
Utilized	(1,091)
Ending balance	$ 1,041

XML

Discontinued Operations (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net income (loss) from discontinued operations, net of income taxes	$ (680)	$ 247

XML

Discontinued Operations (Summary Of Carrying Amounts Of Major Classes Of Assets And Liabilities Of The Discontinued Operations That Are Classified As Held For Sale In The Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 204		$ 25,689
Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	204	$ 338
Accounts receivable, net	76	117
Prepaid expenses and other current assets	103	113
Total current assets	383	568
Furniture, fixtures and equipment, net	508	581
Intangible assets, net	8	8
Other assets	48
Total assets classified as held for sale	947	1,157
Accounts payable	22	65
Accrued expenses	112	264
Deferred revenue and customer deposits	126	141
Other current liabilities	1,168	923
Total current liabilities	1,428	1,393
Total liabilities classified as subject to sale	$ 1,428	$ 1,393

XML

Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net loss on discontinued operations	$ (680)	$ 247
Discontinued Operations [Member]
Revenue	200	52,747
Cost of revenue	105	37,540
Other expenses	336	14,496
Operating expenses	441	52,036
Loss before taxes	(241)	711
Income tax benefit		464
Net income (loss) on discontinued operations	(241)	247
Loss on sale of discontinued operations	(736)
Income tax benefit	(297)
Net loss on sale of discontinued operations	(439)
Net loss on discontinued operations	(680)
Discontinued Operations [Member] | Insurance Business [Member]
Revenue		52,531
Cost of revenue		37,444
Other expenses		14,052
Operating expenses		51,496
Loss before taxes		1,035
Income tax benefit		464
Net income (loss) on discontinued operations		571
Loss on sale of discontinued operations	(736)
Income tax benefit	(297)
Net loss on sale of discontinued operations	(439)
Net loss on discontinued operations	(439)
Discontinued Operations [Member] | China Operations [Member]
Revenue	200	216
Cost of revenue	105	96
Other expenses	336	444
Operating expenses	441	540
Loss before taxes	(241)	(324)
Net income (loss) on discontinued operations	(241)	$ (324)
Net loss on discontinued operations	$ (241)

XML

Discontinued Operations (Schedule Of Discontinued Operations Presented In The Consolidated Statement Of Cash Flows) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Depreciation	$ 75	$ 1,105
Amortization	$ 1	5,232
Stock compensation expense		1,059
Capital expenditures		1,264
Insurance Business [Member]
Depreciation		1,010
Amortization		5,231
Stock compensation expense		1,059
Capital expenditures		1,164
China Operations [Member]
Depreciation		95
Amortization		1
Capital expenditures		$ 100

XML

Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions			1 Months Ended	3 Months Ended
	May. 05, 2016	May. 05, 2016	Apr. 30, 2016	Mar. 31, 2016
Subsequent Event [Line Items]
Treasury stock purchased				$ 29,612
Subsequent Event [Member]
Subsequent Event [Line Items]
Treasury stock purchased, Shares			2.7
Treasury stock purchased			$ 24,200
Subsequent Event [Member] | Next Advisor, Inc. [Member]
Subsequent Event [Line Items]
Aggregate purchase price		$ 76,300
Earn-out Period		18 months
Payment payable, at Company's option, based on certain financial milestones over earnout period	$ 138,000	$ 138,000
Time-based Vesting Restricted Stock Units [Member] | Subsequent Event [Member] | Retention Agreement (i) [Member] | Next Advisor, Inc. [Member]
Subsequent Event [Line Items]
Stock-based compensation expense, restricted stock	3,000
Time-based Vesting Restricted Stock Units [Member] | Subsequent Event [Member] | Retention Agreement (ii) [Member] | Next Advisor, Inc. [Member]
Subsequent Event [Line Items]
Stock-based compensation expense, restricted stock	$ 7,800